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2021-03-31-accounts

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

REGISTERED COMPANY NUMBER: 06773681 (England and Wales) REGISTERED CHARITY NUMBER: 1131664

Report of the Trustees and

Unaudited Financial Statements for the Year Ended 31 March 2021

for

The Optimum Health Clinic Foundation

ACL & Co Chartered Certified Accountants The Coach House North Building 1 Howard Road Reigate Surrey RH2 7JE

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Contents of the Financial Statements for the Year Ended 31 March 2021

Page
Report of the Trustees 1 to 4
Independent Examiner's Report 5
Statement of Financial Activities 6
Balance Sheet 7 to 8
Notes to the Financial Statements 9 to 13
Detailed Statement of Financial Activities 14

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Report of the Trustees

for the Year Ended 31 March 2021

The trustees who are also directors of the charity for the purposes of the Companies Act 2006, present their report with the financial statements of the charity for the year ended 31 March 2021. The trustees have adopted the provisions of Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019).

OBJECTIVES AND ACTIVITIES

Objectives and aims

The Charity is looking to continue investing in research projects that support the people suffering from ME and Chronic Fatigue related illnesses

Volunteers

A big thank for all our volunteers that generously donate their time this year.

Page 1

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Report of the Trustees

for the Year Ended 31 March 2021

ACHIEVEMENT AND PERFORMANCE

Significant activities

On the 22nd December 2020, the trustees made the decision to sell the subsidiary business The Optimum Health Clinic Ltd (OHC). The context of this decision is as follows.

For a number of years, the trading and fundraising conditions facing OHC had been challenging and as a result losses had been accruing inside the OHC which the Charity had, to date, been willing to underwrite and fund by way of an unsecured loan made in furtherance of the Charity's charitable objects which OHC had been repaying over time as and when it was able to. The balance of the outstanding loan was £70,922.

Having conducted a full strategic review of its financial position and its interests in the Target, the directors of the Charity had come to a view that notwithstanding the positive impact achieved by the OHC activities (which were in furtherance of the Charity's objects), it was no longer desirable or financially sustainable for the Charity to commit the Charity's precious resources and underwrite further losses within the OHC on an ongoing basis. Additionally, to fully develop its activities the Directors of the Charity were of the belief that further significant funding would need to be introduced into the OHC to fully unlock the potential of its work which the Charity could not at present afford to provide either by way of a further loan or investment in the OHC especially given the current harsh fundraising environment and ongoing detrimental effects of the Covid-19 pandemic.

The Directors of the Charity had obtained and considered the attached advice about the ongoing financial viability of the Target from Wettone Matthews Chartered Accountants (who were qualified to give it by their ability in and practical experience of financial and other matters advice about the continuing operation and valuation of the OHC). The Directors of the Charity had also considered the OHC's current business plan, cash flow forecasts, profit projections, the past fundraising performance of the OHC and the risk analysis provided by Wettone Matthews about the ongoing viability of the OHC. The Directors had accepted the advice that the OHC would not produce an income and would be formally insolvent but for the introduction of further funding.

The Directors of the Charity were mindful of their duty as Trustees to minimise and mitigate any potential losses to the Charity. Given the above advice and the Charity's unwillingness to commit further funds, the Directors had therefore been exploring their options and had been negotiating at arm's length with certain third parties regarding additional investments in the OHC and also regarding a potential sale of the OHC with a view to recouping the maximum amount of funds possible for the Charity on account of its interest in the OHC and to protect the Charity's assets from the financial risks that have arisen as a result of the challenging operating trading conditions facing the OHC.

Wettone Matthews had confirmed that the proposed terms of the Transaction, which would see the Charity's shares in the OHC being sold for a sum of £1.00, subject to a binding obligation to repay the Loan to the Charity in full. In their view, this represented a risk free and commercially acceptable decision and solution to the current predicament that was also demonstrably in the best interest of the Charity, as otherwise the likelihood of the loan being repaid must be considered doubtful given the current precarious financial position of the OHC and its questionable future prospects. Additionally, the proposed purchaser intended to operate the OHC as a going concern and to introduce significant new funds to support and expand the work and activities of the OHC. Having considered matters and the advice from Wettone Matthews, the directors of the Charity were satisfied that the terms of the Transaction represented the best offer available in the current circumstances and that it was also demonstrably in the best interests of the Charity to approve the proposed Transaction as the only realistic means of securing the repayment of the loan in full and as a means of protecting the Charity's assets and reputation from the further ongoing risks presented by the trade of the OHC.

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DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Report of the Trustees

for the Year Ended 31 March 2021

ACHIEVEMENT AND PERFORMANCE

Fundraising activities

The majority of this year's income has come from the sale of trading company The Optimum Health Clinic Limited. Other income has come through various small donations

FINANCIAL REVIEW

Reserves policy

Monies have been saved towards future projects as a new strategy is clarified

FUTURE PLANS

Since the completion of the transaction, the Trustees agreed to explore pathways to make grants towards research projects which meet the Charity's objectives, with a particular focus towards postgraduate students.

STRUCTURE, GOVERNANCE AND MANAGEMENT

Governing document

The charity is controlled by its governing document, a deed of trust, and constitutes a limited company, limited by guarantee, as defined by the Companies Act 2006.

REFERENCE AND ADMINISTRATIVE DETAILS

Registered Company number

06773681 (England and Wales)

Registered Charity number

1131664

Registered office

Bickerton House 25-27 Bickerton Road London London N19 5JT

Trustees

D R Butcher Director (resigned 14.12.21) I N Hatton Director

Company Secretary

Independent Examiner

ACL & Co Chartered Certified Accountants The Coach House North Building 1 Howard Road Reigate Surrey RH2 7JE

Page 3

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Report of the Trustees

for the Year Ended 31 March 2021

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

Approved by order of the board of trustees on 22 December 2021 and signed on its behalf by:

4/16/2022

I N Hatton - Trustee

Page 4

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

Independent Examiner's Report to the Trustees of The Optimum Health Clinic Foundation

Independent examiner's report to the trustees of The Optimum Health Clinic Foundation ('the Company')

I report to the charity trustees on my examination of the accounts of the Company for the year ended 31 March 2021.

Responsibilities and basis of report

As the charity's trustees of the Company (and also its directors for the purposes of company law) you are responsible for the preparation of the accounts in accordance with the requirements of the Companies Act 2006 ('the 2006 Act').

Having satisfied myself that the accounts of the Company are not required to be audited under Part 16 of the 2006 Act and are eligible for independent examination, I report in respect of my examination of your charity's accounts as carried out under section 145 of the Charities Act 2011 ('the 2011 Act'). In carrying out my examination I have followed the Directions given by the Charity Commission under section 145(5) (b) of the 2011 Act.

Independent examiner's statement

I have completed my examination. I confirm that no matters have come to my attention in connection with the examination giving me cause to believe:

  1. accounting records were not kept in respect of the Company as required by section 386 of the 2006 Act; or

  2. the accounts do not accord with those records; or

  3. the accounts do not comply with the accounting requirements of section 396 of the 2006 Act other than any requirement that the accounts give a true and fair view which is not a matter considered as part of an independent examination; or

  4. the accounts have not been prepared in accordance with the methods and principles of the Statement of Recommended Practice for accounting and reporting by charities (applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102)).

I have no concerns and have come across no other matters in connection with the examination to which attention should be drawn in this report in order to enable a proper understanding of the accounts to be reached.

Ian Lee FCCA ACL & Co Chartered Certified Accountants The Coach House North Building 1 Howard Road Reigate Surrey RH2 7JE 4/19/2022

Date: .............................................

Page 5

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Statement of Financial Activities for the Year Ended 31 March 2021

Unrestricted
Restricted
fund
fund
Notes
£
£
INCOME AND ENDOWMENTS FROM
Donations and legacies
32,814
-
Other trading activities
2
1,759
-
Total
34,573
-
EXPENDITURE ON
Charitable activities
3
Core Activities
34,253
-
NET INCOME
320
-
RECONCILIATION OF FUNDS
Total funds brought forward
40,629
-
TOTAL FUNDS CARRIED FORWARD
40,949
-		 31.3.21
31.3.20
Total
Total
funds
funds
£
£
32,814
38,892
1,759
3,078
34,573
41,970
34,253
32,382
320
9,588
40,629
31,041
40,949
40,629		 31.3.21
31.3.20
Total
Total
funds
funds
£
£
32,814
38,892
1,759
3,078
34,573
41,970
34,253
32,382
320
9,588
40,629
31,041
40,949
40,629
41,970
32,382
9,588
31,041
40,629

The notes form part of these financial statements

Page 6

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Balance Sheet

31 March 2021

Unrestricted
Restricted
fund
fund
Notes
£
£
CURRENT ASSETS
Debtors
7
2,500
-
Cash at bank
38,450
-
40,950
-
CREDITORS
Amounts falling due within one year
8
(1)
-
NET CURRENT ASSETS
40,949
-
TOTAL ASSETS LESS CURRENT
LIABILITIES
40,949
-
CREDITORS
Amounts falling due after more than one
year
9
-
-
NET ASSETS/(LIABILITIES)
40,949
-
FUNDS
11
Unrestricted funds
TOTAL FUNDS		 31.3.21
Total
funds
£
2,500
38,450
40,950
(1)
40,949
40,949
-
40,949
40,949
40,949		 31.3.20
Total
funds
£
70,922
-
70,922
(24,793)
46,129
46,129
(5,500)
40,629
40,629
40,629

The charitable company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2021.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2021 in accordance with Section 476 of the Companies Act 2006.

The trustees acknowledge their responsibilities for

The notes form part of these financial statements

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DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Balance Sheet - continued 31 March 2021

These financial statements have been prepared in accordance with the provisions applicable to charitable companies subject to the small companies regime.

The financial statements were approved by the Board of Trustees and authorised for issue on 22 December 2021 and were signed on its behalf by:

I N Hatton - Trustee

The notes form part of these financial statements

Page 8

DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Notes to the Financial Statements for the Year Ended 31 March 2021

1. ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements of the charitable company, which is a public benefit entity under FRS 102, have been prepared in accordance with the Charities SORP (FRS 102) 'Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) (effective 1 January 2019)', 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.

Income

All income is recognised in the Statement of Financial Activities once the charity has entitlement to the funds, it is probable that the income will be received and the amount can be measured reliably.

Expenditure

Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to that expenditure, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. Expenditure is accounted for on an accruals basis and has been classified under headings that aggregate all cost related to the category. Where costs cannot be directly attributed to particular headings they have been allocated to activities on a basis consistent with the use of resources.

Taxation

The charity is exempt from corporation tax on its charitable activities.

Fund accounting

Unrestricted funds can be used in accordance with the charitable objectives at the discretion of the trustees.

Restricted funds can only be used for particular restricted purposes within the objects of the charity. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes.

Further explanation of the nature and purpose of each fund is included in the notes to the financial statements.

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DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Notes to the Financial Statements - continued for the Year Ended 31 March 2021

2.
OTHER TRADING ACTIVITIES
Fundraising events
3.
CHARITABLE ACTIVITIES COSTS
Core Activities
4.
SUPPORT COSTS
Management
£
Core Activities
20,146
Support costs, included in the above, are as follows:
Rent & rate
Insurance
Light and heat
Research project costs
Bank charges
Interest payable and similar charges
Legal fees		 31.3.21
£
1,759
Support
Direct
costs (see
Costs
note 4)
£
£
216
34,037
Governance
Finance
costs
£
£
5,251
8,640
31.3.21
Core
Activities
£
20,072
74
-
-
517
4,734
8,640
34,037		 31.3.20
£
3,078
Totals
£
34,253
Totals
£
34,037
31.3.20
Total
activities
£
26,519
74
2,062
180
738
2,373
-
31,946

5. TRUSTEES' REMUNERATION AND BENEFITS

There were no trustees' remuneration or other benefits for the year ended 31 March 2021 nor for the year ended 31 March 2020.

Trustees' expenses

There were no trustees' expenses paid for the year ended 31 March 2021 nor for the year ended 31 March 2020.

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DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Notes to the Financial Statements - continued for the Year Ended 31 March 2021

6. STAFF COSTS

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

31.3.21
Admin staff
-
No employees received emoluments in excess of £60,000.
7.
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.21
£
Other debtors
2,500
The Optimum Health Clinic Ltd
-
2,500
8.
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.21
£
Bank loans and overdrafts (see note 10)
-
Trade creditors
-
Other creditors
1
1
9.
CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31.3.21
£
Other creditors
-
10.
LOANS
An analysis of the maturity of loans is given below:
31.3.21
£
Amounts falling due within one year on demand:
Bank overdrafts
-		 31.3.20
1
31.3.20
£
-
70,922
70,922
31.3.20
£
24,686
107
-
24,793
31.3.20
£
5,500
31.3.20
£
24,686

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DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Notes to the Financial Statements - continued for the Year Ended 31 March 2021

11. MOVEMENT IN FUNDS

MOVEMENT IN FUNDS
Net
movement At
At 1.4.20 in funds 31.3.21
£ £ £
Unrestricted funds
General fund
40,629		 320 40,949
TOTAL FUNDS
40,629		 320 40,949
Net movement in funds, included in the above are as follows:
Incoming Resources Movement
resources expended in funds
£ £ £
Unrestricted funds
General fund
34,573		 (34,253) 320
TOTAL FUNDS
34,573		 (34,253) 320
Comparatives for movement in funds
Net
movement At
At 1.4.19 in funds 31.3.20
£ £ £
Unrestricted funds
General fund
31,041		 9,588 40,629
TOTAL FUNDS
31,041		 9,588 40,629
Comparative net movement in funds, included in the above are as follows:
Incoming Resources Movement
resources expended in funds
£ £ £
Unrestricted funds
General fund
41,970		 (32,382) 9,588
TOTAL FUNDS
41,970		 (32,382) 9,588

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DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Notes to the Financial Statements - continued for the Year Ended 31 March 2021

12. RELATED PARTY DISCLOSURES

The charity was owed by The Optimum Health Clinic Limited (the clinic's trading company) £Nil as at 31 March 2021 (£70,922 Yr 20). Also the charity received £31,724 donation from the trading company during the year.

The charity owed by David Butcher, a trustee of the charity, £2,500 as at 31 March 2021 (owed to £5,500 Yr 20).

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DocuSign Envelope ID: 959090AD-AC8F-4118-A35C-CAF52F63FD37

The Optimum Health Clinic Foundation

Detailed Statement of Financial Activities for the Year Ended 31 March 2021

for the Year Ended 31 March 2021
31.3.21 31.3.20
Unrestricted Restricted Total Total
funds funds funds funds
£ £ £ £
INCOME AND ENDOWMENTS
Donations and legacies
Donations 32,814 - 32,814 38,892
Other trading activities
Fundraising events 1,759 - 1,759 3,078
Total incoming resources 34,573 - 34,573 41,970
EXPENDITURE
Charitable activities
Fundraising costs 216 - 216 436
Support costs
Management
Rent & rate 20,072 - 20,072 26,519
Insurance 74 - 74 74
Light and heat - - - 2,062
Research project costs - - - 180
20,146 - 20,146 28,835
Finance
Bank charges 517 - 517 738
Bank interest 4,734 - 4,734 2,373
5,251 - 5,251 3,111
Governance costs
Legal fees 8,640 - 8,640 -
Total resources expended 34,253 - 34,253 32,382
Net income 320 - 320 9,588

This page does not form part of the statutory financial statements

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