Web Shareshop (Holdings) Plc
Financial Statements
for the 18 month period ended
31 July 2001
Company No. 3981468
Smith & Williamson
Chartered Accountants
Guildford
Web Shareshop (Holdings) Plc
for the period ended 31 July 2001
Contents
Directors and Advisers
Chairman’s Statement
Board of Directors
Report of the Directors
Statement of directors’ responsibilities
Report of the Auditors
Consolidated Profit and Loss Account
Consolidated Balance Sheet
Company Balance Sheet
Consolidated Cash Flow Statement
Page
1
2-3
4
5-7
8
9
10
11
12
13
Notes to the Financial Statements
14-22
Directors
Business address
Secretary and registered office
Registered number
Nominated advisor
Nominated broker
Solicitors to the Company
Auditors
Bankers
Registrars
Web Shareshop (Holdings) Plc
Directors and Advisers
William Jackson
Eirion Andrew Charles Neubauer
Robert Stephen Wilkinson ACA
Ulick Simon Burke FCIFA
John Watkins, FCA
Walkden House
3-10 Melton Street
London NW1 2EB
John Watkins, FCA
Onslow Bridge Chambers
Bridge Street
Guildford
Surrey GU1 4RA
3981468
Grant Thornton
Enterprise House
Isambard Brunel Road
Portsmouth
Hampshire PO1 2RZ
Keith Bayley Rogers & Co
Ebbark House
93/95 Borough High Street
London SE1 1NL
Clyde & Co
Beaufort House
Chertsey Street
Guildford
Surrey GU1 4HA
Smith & Williamson
Onslow Bridge Chambers
Bridge Street
Guildford
Surrey GU1 4RA
HSBC Bank plc
168 High Street
Guildford
Surrey GU1 3YU
Connaught St Michaels Limited
PO Box 30
Cresta House, Alma Street
Luton
Bedfordshire LU1 2PU
Page 1
Web Shareshop (Holdings) Plc and Subsidiaries
Chairman’s Statement
I am pleased to present my first statement to shareholders.
Results
Results for the 18 months to 31 July 2001 record an operating loss of £1,181,547, offset by net interest of £50,233, leaving
a loss before taxation for the period of £1,131,314. This reflects mainly site development costs and servicing costs,
professional advice and business development costs. It also reflects the fact that, owing to market conditions, we have been
unable to launch a Placings Club. At 31 July 2001, the company had £725,097 cash in the bank, net current assets of
£632,477 and net assets of £673,407.
Comments and background
Since my appointment on 14 December 2000, I have focused on the development of the Placings Club concept since it is
fundamental to Web Shareshop’s business plan. Key to its success is the willingness of private investors to pay
subscriptions in order to have access to a supply of Placings. Subscription income has been seen as the main source of
revenue to Web Shareshop, since ‘handling’ fees and any commissions from sponsors would be relatively modest.
During the last quarter of 1999 and first quarter of 2000, we have no doubt that private investors would have been willing to
pay substantial subscriptions to have access to (at least some) of the many Placings which were floated. In 2000, we
counted 200 Placings on AIM and 50 on the main market. However, despite the euphoria, Placings had a mixed
performance. £1,000 invested in all AIM Placings in 2000 would have produced £1,004 by year-end, dragged down by the
Internet stocks debacle. On the main market, a similar investment would have yielded a more healthy £1,135 – an overall
13.5% increase in the year was significantly better than the FTSE index (but would Placings Club members have been able
to resist the pure Internet plays that later performed so miserably?).
We have regularly monitored Placings performance in 2001. At August 14, our analysis of 61 new issues on AIM in the
year showed that £1,000 invested in each Placing would have been worth £1,004 – up 4% before brokers’ commissions.
Over the same period, £1,000 invested in 10 issues on the main market would have been worth £879 – down 12%. Of
course, the tragic events of September 11 created new instability in the markets. Placings performance at October 15 had
degenerated with an overall decrease of 23% for main market Placings and 16% for AIM Placings - compared with a
decline of 17% in the FTSE 100. In short, money invested in Placings during the year performed roughly at or below the
level of the main market.
In August this year, The Association of Private Client Stockbrokers (APCIMS) published research into private investor
online trading activities, stating that it revealed that “the new generation of investors is facing its first bear market by
slowing down activity and waiting an upturn”. Stockbrokers – particularly online stockbrokers – testify to this, as they
report significantly reduced trading. We have also researched private investors’ online take-up of offers for subscription -
there are now a number of sites where offers are displayed. Our information is that take-up has been universally
disappointing.
The board judges it unlikely that market conditions and sentiment will improve in the near term. Therefore, were the
company to launch a Placings Club before an improvement, it is our view that it would fail to achieve sufficient response
from private investors to make it profitable.
We have recalculated the company’s cashflow on the basis of a possible launch in March/April 2002. After allowing for
capital adequacy, this reveals a shortfall in funding, even after reducing overheads and staff to a minimum level from May
of this year. Therefore, it is not a viable business model for the immediate future.
Potential partners
As I announced in my statement accompanying the Interim Report on 16 May 2001, your board has been seeking
appropriate alliances in order to find a viable business model in these markets. We have had discussions with a number of
potential partners in the financial services arena. I am pleased to announce that we have taken a very positive step forward.
Mr Bruce Rowan, a respected entrepreneur with a highly successful business model, is joining the board and has agreed to
subscribe for 6.45 million shares in the company.
Page 2
Web Shareshop (Holdings) Plc and Subsidiaries
Chairman’s Statement - Continued
Mr Rowan brings his expertise in underwriting fundraising for listed and unlisted companies, which he has deployed
successfully for a number of companies over the last 3 years. Mr Rowan is a controlling shareholder in Sunvest Corporation
Ltd, a company listed on the Australian Stock Exchange (ASX), which recorded a profit before tax of circa £700,000 in the
year ending June 2000. Sunvest has stakes ranging from 5% to 37% in 8 companies – 4 quoted on ASX, 2 on AIM and 2 on
OFEX. He also has stakes in his own name in a number of other AIM and OFEX companies.
The board proposes to use Mr Rowan’s skills, experience and contacts in the coming year to underwrite fundraising for
small IPO and pre-IPO businesses. Mr Rowan believes that his activities will produce significant profits and a significantly
improved share price over the next 12 months, when he expects to see many opportunities for entrepreneurial underwriting.
This step enables the company and its shareholders to remain focused on new issues and pre-IPO stocks but with a proven
business model which the board believes will achieve attractive results, regardless of current market volatility.
William Jackson
17 October 2001
Page 3
Web Shareshop (Holdings) Plc and Subsidiaries
Board of Directors
William Jackson – Chairman and Chief Executive
William Jackson has managed the Company’s operations from the date of his appointment, 14 December 2000.
E Andrew C Neubauer – Technical Director
Andrew Neubauer was managing director until William Jackson was appointed chief executive on 14 December 2000.
Mr U Simon Burke, FCIFA – Compliance Director
Mr John Watkins, FCA – Finance Director
John Watkins, a chartered accountant in practice has had responsibility for the Company’s financial matters from 5 April
2001; prior to that date he was non-executive.
Robert S Wilkinson, ACA – Non-executive
Robert Wilkinson was Finance Director until 5 April 2001 when he became non-executive.
Page 4
Web Shareshop (Holdings) Plc and Subsidiaries
Directors’ Report
The Directors present their first report on the affairs of the Company and Group, together with the accounts and auditors’
report, for the period from the date of incorporation, 20 April 2000, to 31 July 2001.
Principal activities and business review
The principal activity of the Group is the promotion and facilitation of private investors’ participation in new issues and the
provision of information to actual and potential new issue investors.
The Company was incorporated as a public limited company on 20 April 2000. On 30 May 2000 the Company acquired
The Web Shareshop Limited by way of a share for share exchange.
On 9 June 2000 the Company made an offer for subscription through which it raised £1,569,540 of new capital. The
Company’s shares were admitted for trading to the Alternative Investment Market on 5 September 2000. A further 133,330
shares were issued and admitted to the Alternative Investment Market in October 2000.
The developments during the period are given in the Chairman’s statement.
Results and dividends
The Company’s results are set out in the profit and loss account on page 10. The audited accounts for the period ended 31
July 2001 are set out on pages 10 to 22.
The Directors do not recommend the payment of a dividend.
Directors and their interests
The Directors who served during the period, together with all their beneficial interests in the shares of the Company at 31
July 2001 are as follows:
31 July 2001
Ordinary
shares of
£0.01 each
260,000
-
Note 1
Note 2
Percentage %
31 July
2001
Share
options
1.31%
-
-
1,964,580
1,500,000
7.58%
Ulick Simon Burke
Appointed 20 April 2000
William Jackson
John McNair
Eirion Andrew Charles
Neubauer
Appointed 14 December
2000
Appointed 20 April 2000;
resigned 14 December
2000
Appointed 20 April 2000
Note 3
2,900,000
14.66%
John Watkins
Appointed 23 May 2000
Robert Stephen
Wilkinson
John Woolgar
Appointed 20 April 2000
Appointed 20 April 2000;
Resigned 14 December
2000
Note 4
Note 5
500,000
200,000
2.53%
1.01%
2,600,000
13.15%
-
-
-
-
-
Note 1: Of these, 120,000 shares are held by ALPs FS Limited of which Simon Burke is a director and major shareholder.
Note 2: On 21 May 2001, the Company established an unapproved share option plan and granted options over 1,964,580
Ordinary shares of £0.01 at an exercise price of £0.05 per share.
Note 3: Held in trust for the benefit of minor children. Options over 1,220,700 Ordinary shares were surrendered during
the period.
Note 4: Of these, 200,000 shares are held by his wife, Nicolette Ann Wilkinson.
Page 5
Web Shareshop (Holdings) Plc and Subsidiaries
Directors’ Report - Continued
Directors and their interests - continued
Apart from the interests above, no director held any other interests in the share capital of the Company, during the year. No
changes in the interests disclosed above have taken place since the year end. No directors had any interests in the share
capital of the Company at incorporation.
Non-executive directors
John McNair was non-executive chairman of the Company until he resigned on 14 December 2000.
John Watkins was appointed a non-executive director on 23 May 2000, but relinquished this role on 5 April when he
became the finance director; Robert Wilkinson, previously finance director, became non-executive director on the same
date.
Substantial shareholdings
On 7 September 2001, the following were registered as being interested in 3% or more of the Company’s ordinary share
capital:
John McNair
Eirion Andrew Charles Neubauer
Rock (Nominees) Limited
John Woolgar
Share capital
Ordinary shares of
£0.01 each
Percentage of issued
share capital
1,500,000
2,900,000
900,000
2,600,000
7.58%
14.66%
4.55%
13.15%
Information relating to shares issued during the period is given in note 14 to the accounts.
Payment of suppliers
The Company’s policy is to settle terms of payment with suppliers when agreeing terms of business, to ensure that suppliers
are aware of the terms of payment and to abide by them. It is usual for suppliers to be paid within 14 days of receipt of an
invoice. Trade creditors of the Company at the year-end were equivalent to 30 days based on the average daily amount
invoiced by suppliers during the year.
Post balance sheet event
The post balance sheet events are set out in note 22 to the accounts.
Auditors
Smith & Williamson were appointed in the period and the Directors will place a resolution before the annual general
meeting to reappoint Smith & Williamson as auditors for the coming year.
Remuneration
The remuneration of the Directors has been fixed by the board as a whole. This has been achieved acknowledging the need
to maximise the effectiveness of the Company’s limited resources during the period. In view of the Company’s inability to
fully implement the planned revenue earning activities during the period, with a single exception, each of the Directors
made a voluntary waiver of remuneration which, in the aggregate, amounted to £162,667.
Full details of the Directors’ remuneration for the period to 31 July 2001 are set out in note 5 to the accounts.
Page 6
Web Shareshop (Holdings) Plc and Subsidiaries
Directors’ Report - Continued
Management incentives
At this time, the Company has no bonus, share purchase, share option or other management incentive scheme except that
the Chairman has options under an unapproved share option scheme over Ordinary shares as noted above. In accordance
with legislation, the Company has introduced a stakeholders pension plan for the benefit of employees.
Corporate Governance
It is the intention of the board to comply with the recommendations of the Combined Code on corporate governance. Such
procedures will be established as are considered to be appropriate for the size of the business.
Control procedures
The board has approved financial budgets and cash forecasts; in addition, it has implemented procedures to ensure
compliance with accounting standards and effective reporting.
By order of the board
John Watkins
Director and Company Secretary
17 October 2001
Page 7
Web Shareshop (Holdings) Plc and Subsidiaries
Statement of Directors’ Responsibilities
Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of
the state of affairs of the group and company and of the profit or loss of the group for that year. In preparing those financial
statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
-
- make judgements and 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
group will continue in business.
-
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the
financial position of the group and company and to enable them to ensure that the financial statements comply with the
Companies Act 1985. They are also responsible for safeguarding the assets of the company and group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
Page 8
Web Shareshop (Holdings) Plc and Subsidiaries
Independent Auditors’ Report
We have audited the financial statements of Web Shareshop (Holdings) Plc for the period from 20 April 2000 (the date of
incorporation) to 31 July 2001 on pages 10 to 22. These financial statements have been prepared under the historical cost
convention and the accounting policies set out therein.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable
law and United Kingdom Accounting Standards are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and
United Kingdom Auditing Standards.
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in
accordance with the Companies Act 1985. We also report to you if, in our opinion, the Directors’ Report is not consistent
with the financial statements, if the company has not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if the information specified by law regarding directors’
remuneration and transactions with the company is not disclosed.
We read other information contained in the Financial Statements and consider whether it is consistent with the audited
financial statements. This other information comprises only the Directors’ Report and the Chairman’s statement. We
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with
the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards issued by the Auditing Practices board.
An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and judgements made by the directors in the
preparation of the financial statements, and of whether the accounting policies are appropriate to the company’s
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in
order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state of the group’s and company’s affairs as at 31
July 2001 and of the group’s loss for the period from 20 April 2000 to 31 July 2001 and have been properly prepared in
accordance with the Companies Act 1985.
Smith & Williamson
Chartered Accountants and Registered Auditors
Guildford
17 October 2001
Page 9
Web Shareshop (Holdings) Plc and Subsidiaries
Consolidated Profit and Loss Account
for the period ended 31 July 2001
Turnover
Cost of sales
Gross Profit
Administrative expenses
Operating loss on ordinary activities
Interest receivable
Interest payable
Loss on ordinary activities before taxation
Tax on loss on ordinary activities
Notes
1
2
3
3
6
Loss on ordinary activities after taxation
15
18 month
period
ended
31 July
2001
£
12 month
period
ended
31 January
2000
£
3,385
(824 )
_____
2,561
(1,184,108 )
________
(1,181,547 )
50,456
(223 )
________
(1,131,314 )
-
________
(1,131,314 )
=======
-
-
_____
-
(45,245 )
_____
(45,245 )
-
-
_____
(45,245 )
-
_____
(45,245 )
=====
Loss per share
Basic and diluted
8
(6.5p)
=======
(1.9p)
=====
The accompanying notes form an integral part of the consolidated profit and loss account.
There are no other recognised gains or losses in either period other than those included in the above profit and loss account.
All of the operations are considered to be continuing.
Page 10
31 July
2001
£
31 January
2000
£
9,000
31,930
-
______
40,930
______
62,454
725,097
______
787,551
14,400
3,642
2
_____
18,044
_____
4,639
368,355
______
372,994
(155,074 )
________
632,477
______
673,407
======
(18,333 )
______
354,661
______
372,705
=====
197,791
1,227,765
(1,176,559 )
424,410
______
673,407
======
67,050
350,900
(45,245 )
-
______
372,705
=====
Web Shareshop (Holdings) Plc and Subsidiaries
Consolidated Balance Sheet
as at 31 July 2001
Notes
Fixed assets
Intangible assets
Tangible assets
Investments
Current assets
Debtors
Cash at bank and in hand
Creditors: Amounts falling due within one year
Net current assets
Total assets less current liabilities
Capital and reserves
Called-up share capital
Share premium account
Profit and loss account
Merger reserve
Shareholders’ funds - equity interest
9
10
12
13
14
15
15
15
16
The accompanying notes form an integral part of this consolidated balance sheet.
Page 11
Web Shareshop (Holdings) Plc and Subsidiaries
Company Balance Sheet
as at 31 July 2001
Fixed assets
Investments
Current assets
Debtors
Net current assets
Total assets less current liabilities
Capital and reserves
Called-up share capital
Share premium account
Profit and loss account
Shareholders’ funds - equity interests
Note
11
12
14
15
15
16
2001
£
144,140
1,283,433
________
1,283,433
________
1,427,573
=======
197,791
1,227,765
2,017
________
1,427,573
======
The accounts on pages 10 to 22 were approved by the board of directors on 17 October 2001 and signed on its behalf by:
William Jackson
Chairman and Chief Executive
John Watkins
Company Director
The accompanying notes form an integral part of this balance sheet.
Page 12
Web Shareshop (Holdings) Plc and Subsidiaries
Consolidated Cash Flow Statement
for the period ended 31 July 2001
Net cash outflow from operating activities
Returns on investments and servicing of finance
Capital expenditure and financial investment
Acquisitions and disposals
Cash outflow before management of liquid
resources and financing
Management of liquid resources
Financing
(Decrease)/increase in cash in the period
Notes
17
18
18
18
18
18
18 month
period
ended
31 July
2001
£
12 month
period
ended
31 January
2000
£
(1,148,747 )
(27,859 )
50,233
-
(69,465 )
(21,734 )
-
______
(2 )
_____
(1,167,979 )
(49,595 )
(700,562 )
-
1,432,016
________
(436,525 )
=======
417,950
_____
368,355
=====
The accompanying notes form an integral part of this consolidated cash flow statement.
Page 13
Web Shareshop (Holdings) Plc and Subsidiaries
Statement of Accounting Policies
for the period ended 31 July 2001
The principal accounting policies are summarised below. They have all been applied consistently throughout the year.
Basis of accounting
The accounts have been prepared under the historical cost convention and in accordance with applicable accounting
standards.
Basis of consolidation
The group accounts consolidate the accounts of Web Shareshop (Holdings) plc and its subsidiaries drawn up to 31 July
2001. On 20 April 2000, Web Shareshop (Holdings) plc acquired the entire share capital of The Web Shareshop Limited,
the consideration for which was the issue of shares in Web Shareshop (Holdings) plc. This transaction meets the definition
of a group reorganisation as set out in Financial Reporting Standard 6 ‘Mergers and Acquisitions’ and accordingly has been
accounted for as a merger. The financial information for the current 18 month period and the year ended 31 July 2000 has
been presented as if The Web Shareshop Limited had been owned by Web Shareshop (Holdings) plc throughout both
accounting periods.
Intangible fixed assets
Acquired ideas, concepts and intellectual property are written off in equal annual instalments over their estimated useful
economic life of 5 years.
Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost
less estimated residual value of each asset over its expected useful life, as follows:
Computer equipment
Fixtures and fittings
50% straight line
20% straight line
The above policy was introduced on 1 February 2000, the previous policy was as follows:
Computer equipment
20% straight line
By introducing a new policy on computer depreciation, the accounts have been affected by an additional depreciation
charge of £23,958.
The directors feel that the revised rate more realistically reflects the useful working lives of the assets.
Investments
Fixed asset investments are stated at cost less any provision for impairment.
Taxation
Corporation tax payable is provided on taxable profits at the current rate.
Turnover
Turnover represents amounts receivable for goods and services provided in the normal course of business, net of trade
discounts, VAT and other sales-related taxes.
Website design and software development costs
Website design and software development costs are written off to the profit and loss account as incurred.
Page 14
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts
for the period ended 31 July 2001
1. Turnover
The total turnover of the group for the period has been derived from its principal activity which is wholly undertaken
in the United Kingdom.
2. Operating loss
Operating loss is stated after charging:
Auditors remuneration
- audit
- non-audit services
Depreciation of tangible assets
Amortisation of intangible assets
Website design and software development costs
Loss on disposal of tangible fixed assets
3.
Interest
Interest receivable:
Bank interest
Interest payable:
Bank loans and overdrafts
4.
Staff costs
The average monthly number of employees (including executive directors) was:
Management
Administration
Their aggregate remuneration comprised:
Wages and salaries
Social security costs
18 month
period
ended
31 July
2001
£
15,000
12,000
40,732
5,400
250,000
445
======
12 month
period
ended
31 January
2000
£
1,500
-
92
3,600
-
-
=====
50,456
=====
223
=====
-
=====
-
=====
Number
Number
7
3
___
10
===
2001
£
120,019
12,364
_______
132,383
======
4
-
___
4
===
2000
£
-
-
______
-
=====
Page 15
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts - continued
for the period ended 31 July 2001
5. Directors’ emoluments
J Woolgar
R S Wilkinson
A Neubauer
U S Burke
Directors emoluments
18 month
period
ended
31 July
2001
£
42,000
13,958
9,250
3,959
_______
69,167
======
12 month
period
ended
31 January
2000
£
-
-
-
-
______
-
=====
No other directors received any emoluments in the period. Disclosure of director’s related party transactions can be
found in note 20 to the accounts.
Directors’ share options
Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares
in the company granted to or held by the directors. During the period W Jackson was granted options over 1,964,580
ordinary shares at £0.05 per share. The options are exercisable between 21 May 2001 up to and including 28 February
2006.
6. Tax on loss on ordinary activities
There is no provision for taxation in either year because of the losses incurred.
7.
Profit attributable to parent undertaking
The profit for the financial year dealt with in the accounts of the parent company was £2,017. As permitted by section
230 of the Companies Act 1985, no separate profit and loss account is presented in respect of the parent company.
8. Loss per share
The basic earnings per share is derived by dividing the loss for the year attributable to ordinary shareholders of
£1,131,314 by the weighted average number of shares in issue, calculated as 17,410,380.
There were no diluting factors in the period.
Page 16
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts - continued
for the period ended 31 July 2001
9.
Intangible fixed assets - goodwill
Group
Cost
At 1 February 2000
Additions
At 31 July 2001
Amortisation
At 1 February 2000
Amortisation for the period
At 31 July 2001
Net book value
At 31 July 2001
At 1 February 2000
10.
Tangible fixed assets
Cost
At 1 February 2000
Additions
Disposals
At 31 July 2001
Depreciation
At 1 February 2000
Charge for the year
On disposals
At 31 July 2001
Net book value
At 31 July 2001
At 1 February 2000
Total
£
18,000
-
_____
18,000
_____
3,600
5,400
_____
9,000
_____
9,000
=====
14,400
=====
Total
£
3,734
70,665
(2,539 )
_____
71,860
=====
92
40,732
(894)
_____
39,930
=====
31,930
=====
3,642
=====
Computer
Equipment
£
Fixtures &
fittings
£
1,195
70,665
-
_____
71,860
=====
40
39,890
-
_____
39,930
=====
31,930
=====
1,155
=====
2,539
-
(2,539 )
_____
-
=====
52
842
(894)
_____
-
=====
-
=====
2,487
=====
Page 17
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts - continued
for the period ended 31 July 2001
11. Fixed asset investments
Company
Cost
At 1 February 2000
Additions
At 31 July 2001
2001
£
-
144,140
_____
144,140
=====
The parent company and the group hold more than 20% of the share capital of the following companies.
Company
Country of registration
Class
Proportion
held by
group
Nature of
business
The Web Shareshop Limited
England & Wales
Ordinary
100%
New Issues On Line Limited
England & Wales
Ordinary
100%
Provision of
information for
private investors
and facilitation of
new issues
Dormant
The New Issue Investment
Company Limited
England & Wales
Ordinary
100%
Dormant
12. Debtors
Amounts falling due within one year:
Amounts owed by group undertakings - see note 22
Other debtors
Prepayments and accrued income
13. Creditors: amounts falling due within one year
Bank overdraft
Trade creditors
Directors current accounts
Other creditors
Accruals and deferred income
The bank overdraft reflects uncleared cheques at the period end.
Page 18
Group
Company
2001
£
-
14,942
47,512
_____
62,454
=====
2000
£
250
4,389
-
_____
2001
£
1,283,433
-
-
________
4,639
=====
1,283,433
=======
Group
2001
£
92,705
31,440
-
1,187
29,742
______
155,074
=====
2000
£
-
15,709
212
2
2,410
_____
18,333
=====
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts - continued
for the period ended 31 July 2001
14. Called-up share capital
Notes
Authorised:
100,000,000 ordinary shares of £0.01 each
Allotted, called up and fully paid
Subscriber shares
Issued 30 May 2000 as consideration for the acquisition
of 100% of the share capital in The Web Shareshop Ltd
Issued for cash @ £0.30 per share 19 July 2000
Issued for cash @ £0.30 per share 29 August 2000
Issued for cash @ £0.30 per share 18 October 2000
Total issued at 31 July 2001
31 July
2001
£
31 January
2000
£
1,000,000
=======
150,000
======
Number
2
£
0
14,413,998
144,140
4,348,800
883,000
133,330
_________
19,779,130
_________
43,488
8,830
1,333
_______
197,791
_______
Options have been granted under the company’s unapproved share option scheme to subscribe for ordinary shares
of the company as follows:
Number of shares under option Subscription price per share
1,964,580 £0.05
Exercise period
21 May 2001 to
28 February 2006
15. Reserves
Group
As at 1 February 2000
Issue of shares
Share issue costs
Loss for the period
Merger reserve arising on consolidation
As at 31 July 2001
Company
As at 1 February 2000
Issue of shares
Share issue costs
Retained profit for the period
As at 31 July 2001
Merger
reserve
£
-
-
-
-
424,410
________
424,410
=======
Share premium
account
£
350,900
1,204,988
(328,123 )
-
-
________
1,227,765
=======
£
350,900
1,204,988
(328,123 )
-
________
1,227,765
=======
Profit and
loss
account
£
(45,245 )
-
-
(1,131,314 )
-
________
(1,176,559 )
=======
£
-
-
-
2,017
________
2,017
========
Page 19
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts - continued
for the period ended 31 July 2001
16. Movement on equity shareholders’ funds
Group
Loss for the period
Proceeds of share issues, net of costs - see note 18
Net increase in shareholders’ funds
Opening shareholders’ funds
Closing equity shareholders’ funds
Company
Profit/(loss) for the period
Proceeds of share issues, net of costs
Closing equity shareholders’ funds
17. Reconciliation of operating loss to operating cash flows
Operating loss
Depreciation charges
Loss on sale of tangible fixed assets
Amortisation
Increase in debtors
Increase in creditors
Net cash outflow from operating activities
31 July
2001
£
31 January
2000
£
(1,131,314 )
1,432,016
________
300,702
372,705
________
673,407
=======
(45,245 )
417,950
______
372,705
-
______
372,705
======
2,017
1,425,556
________
1,427,573
=======
(45,245 )
418,130
_______
372,885
======
31 July
2001
£
31 January
2000
£
(1,181,547 )
40,732
445
5,400
(57,815 )
44,038
_______
(1,148,747 )
=======
(45,245 )
92
-
3,600
(4,639 )
18,333
_____
(27,859 )
=====
Page 20
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts - continued
for the period ended 31 July 2001
18. Analysis of cash flows
Returns on investments and servicing of finance
Interest received
Interest paid
Net cash inflow
Capital expenditure and financial investment
Purchase of intangible fixed assets
Purchase of tangible fixed assets
Sale of tangible fixed assets
Net cash outflow
Management of liquid resources
Cash placed on deposit
Net cash outflow
Financing
Issue of ordinary share capital
Expenses paid in connection with share issues
Net cash inflow
19. Analysis and reconciliation of net debt
Cash in hand and at bank
Overdraft
Cash placed on deposit
Net debt
(Decrease)\increase in cash in the period\year
Movement in net debts in year
Net funds at 1 February 2000
Net debt\funds at 31 July 2001
Page 21
31 July
2001
£
31 January
2000
£
50,456
(223 )
_______
50,233
======
-
-
_____
-
=====
-
(70,665 )
1,200
_______
(69,465 )
======
(700,562 )
_______
(700,562 )
======
(18,000 )
(3,734 )
-
_____
(21,734 )
=====
-
_____
-
=====
1,760,139
(328,123 )
________
1,432,016
=======
431,000
(13,050 )
_____
417,950
=====
1 February
2000
£
368,355
-
-
______
368,355
=====
Cash
flow
£
356,742
(92,705 )
(700,562 )
______
(436,525 )
=====
31 July
2001
£
725,097
(92,705 )
(700,562 )
_____
(68,170 )
=====
2001
£
(436,525 )
______
(436,525 )
368,355
______
(68,170 )
======
2000
£
368,355
______
368,355
-
______
368,355
=====
Web Shareshop (Holdings) Plc and Subsidiaries
Notes to the Accounts - continued
for the period ended 31 July 2001
20. Related party transactions
The director, Andrew Neubauer, is the managing director and a major shareholder of Airtime Interactive Marketing
Limited from which the Company made purchases of £679,597 in the year (2000 : £nil). The balance outstanding at
the year end was £28,742.
The director, Simon Burke, is a director and a major shareholder of ALPs FS Limited. By an agreement dated 15
August 1999 The Web Shareshop Limited appointed ALPs FS Limited as its authorised representative for the purpose
of compliance with the requirements of the Financial Services Act.
The director, John Watkins, FCA received the sum of £4,233 (2000 : £nil) during the period through his business for
normal professional services and the company purchased services to the value of £4,821 (2000 : £nil) from Guild
Group Limited, formerly Insider Publishing Limited of which Mr Watkins is a director and shareholder. Balances
outstanding at the year end were £nil.
The resigned director, John Woolgar, is the proprietor of Capital Ideas from which the company purchased services of
£nil (2000 : £17,500). The balance outstanding at the year end was £nil.
The director, William Jackson, is a director and major shareholder of Panmark Limited from which the company
purchased services to the value of £37,389 (2000 : £nil) in the year. The balance outstanding at the year end was £nil.
21. Financial commitments
At 31 July 2001 the Company has a quarterly commitment of £51,908 to Airtime Interactive due to expire on 31
March 2002.
22. Post balance sheet events
On 27 September 2001 the company converted the group loan account of £1,283,433 into 4,278,110 New ordinary
shares of £0.01 each in The Web Shareshop Limited for a consideration of £1,283,433.
On 16 October 2001 the Company concluded an agreement with Mr Bruce Rowan under which he will subscribe for
6,450,000 New Ordinary shares of £0.01 in the Company.
Page 22