Starvest Plc
Annual Report 2002

Plain-text annual report

Web Shareshop (Holdings) Plc Financial Statements for the year ended 31 July 2002 Company No. 3981468 Smith & Williamson Chartered Accountants Guildford Web Shareshop (Holdings) Plc for the year ended 31 July 2002 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 Statement of Accounting Policies Notes to the Financial Statements Notice of 2002 Annual General Meeting Form of Proxy for Annual General Meeting Page 1 2 3 4-6 7 8 9 10 11 12 13 14-21 22 23 Director Secretary Registered office Registered number Nominated advisor Nominated broker Solicitors to the Company Auditors Bankers Registrars Web Shareshop (Holdings) Plc Directors and Advisers R Bruce Rowan – Chairman John Watkins, FCA John Watkins, FCA 123 Goldsworth Road Woking Surrey GU21 1LR 3981468 Grant Thornton Manor Court Barnes Wallis Road Segensworth Fareham Hampshire PO15 5GT Keith Bayley Rogers & Co Limited Sophia House 76-80 City Road London EC1Y 2EQ Ronaldsons 55 Gower Street LondonWC1E 6HQ Smith & Williamson 1 Bishops Wharf Walnut Tree Close 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 Subsidiary Chairman’s Statement I am pleased to present the second annual statement to shareholders, my first since assuming the Chairmanship on 31 January 2002. From the half-year statement and other earlier announcements, you will be aware of the Group’s change of business focus during the year, which was accompanied by a Board restructuring, completed on 31 January 2002. Results Results for the 12 months to 31 July 2002 record an operating loss of £360,027, offset by net interest of £10,597, leaving a loss before taxation for the period of £349,430. For the first six months to January 2002, this loss as disclosed in the half year statement amounted to £295,000; the balance of £54,000 reflects the reduction in overheads net of interest received. During the period January to July 2002, the Company supported three young investee companies with subscriptions totaling £372,500. At 31 July 2002, the company had £125,000 cash in the bank, net current assets of £484,000 and net assets of £485,000. The investments are held in the books at cost; no profits were taken during the period. Current trading Since 31 January 2002, we have reduced the ongoing overheads, including all regulatory costs, to approximately £120,000 per annum. During this time, I have focused on the development of the business of underwriting small company new issues and initial public offerings. We have supported the following: • Franconia Minerals Corporation, a mineral exploration company registered in Alberta Canada whose shares are quoted on OFEX. The company is prospecting for zinc and platinum in the United States. £112,500 subscribed. • Hidefield plc, a company which seeks to invest in undervalued mineral exploration projects. The shares are • quoted on AIM. £160,000 subscribed. Southern African Resources plc, an AIM quoted company seeking mineral exploration projects in southern Africa and which so far has invested in one platinum project. £100,000 subscribed. It is not your Group’s intention to hold these investments for the long term, but to seek an early opportunity to realise a profit and so to establish a cash pool to underwrite further ventures as they become available. The stock market volatility and nervousness during 2002 has so far not allowed us to realise any profits. In the opinion of the Board, the conditions may not be right until the early part of 2003, but we will keep the matter under constant review and act as soon as circumstances permit. At all times we will seek to maintain a risk profile consistent with the Group’s resources and declared objectives. Based on mid market quotations, at 31 July 2002 the net assets per share were 5.7 pence, fully diluted. Funding Because of the cash limitations, we have sought and received approval from Members to raise further funds by way of one or more placings. After an immediate rise in the share price following an announcement on 15 July of a net asset value of 5.28 pence per share, fully diluted, market sentiment has been such that the Company’s share price has since drifted down. Accordingly, your Board has decided to delay any such placing until a price of at least 5 pence per share can be achieved. In conclusion Finally, I would like to confirm my personal optimism and enthusiasm for the Group’s expanded business focus and look forward to managing it during its next stage of development towards profitable trading and increased shareholder value. R Bruce Rowan 4 October 2002 Page 2 Web Shareshop (Holdings) Plc and Subsidiary Board of Directors R Bruce Rowan – Chairman and Chief Executive Bruce Rowan joined the Board on 24 October 2001 and has managed the Company’s operations since becoming Chairman on 31 January 2002. Bruce is an entrepreneur who is involved as a major shareholder in a number of companies, particularly in the London AIM and OFEX markets, as well as being a director of some. In addition, he is a majority shareholder and Chairman of Sunvest Corporation Limited, a company quoted on the Australian Stock Exchange. Mr John Watkins, FCA – Finance Director John Watkins has been in practice as a chartered accountant for over 30 years. Since retiring from Ernst & Young in 1997, his activities have included a variety of new business and charitable ventures. He is a director of other companies and gives time to the Group as is required. Page 3 Web Shareshop (Holdings) Plc and Subsidiary Directors’ Report The Directors present their second report on the affairs of the Company and Group, together with the accounts and auditors’ report, for the year to 31 July 2002. Principal activities and business review Until January 2002, the principal activity of the Group was the promotion and facilitation of private investors’ participation in new issues and the provision of information to actual and potential new issue investors. The market conditions in the second half of 2001, caused the Directors to seek other ways to generate Shareholder value whilst remaining focused on new issues and pre IPO small company stocks. Accordingly, the Directors appointed Mr Bruce Rowan as Chief Executive with a view to using his known expertise to underwrite small company new issues and to trade in pre IPO stocks. This activity was commenced in January 2002, when the Group’s overheads were significantly reduced and all the previous directors resigned, with the exception of Mr John Watkins. 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. On 11 January 2002 the Company raised £161,250 by the issue of 6,450,000 shares which were admitted to the Alternative Investment Market in January 2002. 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 9. The audited accounts for the year ended 31 July 2002 are set out on pages 9 to 21. The Directors do not recommend the payment of a dividend. Directors and their interests The Directors who served during the year, together with all their beneficial interests in the shares of the Company at 31 July 2002 are as follows: Ronald Bruce Rowan Appointed 24 October 2001 Note 1 7,850,000 29.93 1,400,000 31 July 2002 Percent- age % Share options Ordinary shares of £0.01 each 31 July 2001 Ordinary shares of £0.01 each - 500,000 260,000 Share options - - - 500,000 260,000 1.91 0.99 700,000 - - - 1,964,580 - 1,964,580 John Watkins Ulick Simon Burke Appointed 20 April 2000, resigned 11 January 2002 William Jackson Eirion Andrew Charles Neubauer Appointed 14 December 2000; resigned 31 January 2002 Appointed 20 April 2000; resigned 11 January 2002 Note 1 Note 2 Note 3 Robert Stephen Wilkinson Appointed 20 April 2000; resigned 11 January 2002 Note 5 400,000 1.53 Note 4 2,900,000 11.06 - - 2,900,000 400,000 - - Note 1: On 27 June 2002, the Company established the 2002 unapproved share option scheme and granted options over a total of 2,100,000 Ordinary shares of £0.01 at an exercise price of £0.05 per share. Note 2: Of these, 120,000 shares are held by ALPs FS Limited of which Simon Burke is a director and major shareholder. Note 3: On 21 May 2001, the Company established an unapproved share option scheme and granted options over 1,964,580 Ordinary shares of £0.01 at an exercise price of £0.05 per share. Note 4: Held in trust for the benefit of minor children. Page 4 Web Shareshop (Holdings) Plc and Subsidiary Directors’ Report - Continued Directors and their interests - continued Note 5: Of these, 200,000 shares are held by his wife, Nicolctte Ann Wilkinson. 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. Non-executive directors Robert Wilkinson was a non-executive director until he resigned on 11 January 2002. It is the intention of the Directors to appoint a new non-executive director as soon as a suitable candidate is identified. Substantial shareholdings On 31 July 2002, the following were registered as being interested in 3% or more of the Company's ordinary share capital, there has been no changes in these shareholdings since that date: John McNair Eirion Andrew Charles Neubauer Rock (Nominees) Limited Ronald Bruce Rowan Ordinary shares of Percentage of issued 0.01 each share capital 5.73% 1,500,000 11.06% 2,900,000 3.43% 900,000 29.93% 7,850,000 Share capital Information relating to shares issued during the period is given in note 15 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 10 days based on the average daily amount invoiced by suppliers during the year. Post balance sheet event There are no post balance sheet events to be disclosed. Auditors 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 year. Full details of the Directors' remuneration for the year to 31 July 2002 are set out in note 6 to the accounts. Management incentives The Company has implemented two unapproved share option schemes as described in note 15. Otherwise, the company has no bonus, share purchase or other management incentive scheme. In accordance with legislation, the Company has introduced a stakeholders pension plan for the benefit of employees. Page 5 Web Shareshop (Holdings) Plc and Subsidiary Directors’ Report - Continued Corporate Governance It remains the intention of the board to comply with the recommendations of the Combined Code on corporate governance. Bearing in mind the immediate requirement to conserve cash resources, such procedures will be established as are considered to be appropriate for the size of the business as it is developed. 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 4 October 2002 Page 6 Web Shareshop (Holdings) Plc and Subsidiary 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 7 Web Shareshop (Holdings) Plc and Subsidiary Independent Auditors’ Report We have audited the financial statements of Web Shareshop (Holdings) Plc for the year ended 31 July 2002 on pages 9 to 21. 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 2002 and of the group’s loss for the year ended 31 July 2002 and have been properly prepared in accordance with the Companies Act 1985. Smith & Williamson Chartered Accountants and Registered Auditors Guildford 4 October 2002 Page 8 Web Shareshop (Holdings) Plc and Subsidiary Consolidated Profit and Loss Account for the year ended 31 July 2002 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 Loss on ordinary activities after taxation Retained loss for the year Loss per share Basic and diluted Notes 1 2 3 3 4 17 17 8 Year ended 31 July 2002 £ 18 month period ended 31 July 2001 £ 429 3,385 - _____ 429 (824 ) _____ 2,561 (360,456 ) ________ (360,027 ) (1,184,108 ) _________ (1,181,547 ) 10,609 (12 ) 50,456 (223 ) ________ _________ (349,430 ) (1,131,314 ) - ________ (349,430 ) ________ (349,430 ) ======= - _________ (1,131,314 ) _________ (1,131,314 ) ======== (1.5p ) ======= (6.5p ) ===== 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 9 Web Shareshop (Holdings) Plc and Subsidiary Consolidated Balance Sheet as at 31 July 2002 Notes Fixed assets Intangible assets Tangible assets Current assets Debtors Trading investments 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 16 16 16 17 2002 £ - 500 ______ 500 ______ 15,393 372,500 125,066 _______ 512,959 2001 £ 9,000 31,930 _____ 40,930 _____ 62,454 - 725,097 ______ 787,551 (28,232 ) _______ 484,727 _______ 485,227 ====== (155,074 ) ______ 632,477 ______ 673,407 ===== 197,791 262,291 1,227,765 1,324,515 (1,176,559 ) (1,525,989 ) 424,410 424,410 _______ _______ 673,407 485,227 ====== ====== The accompanying notes form an integral part of this consolidated balance sheet. Page 10 Web Shareshop (Holdings) Plc and Subsidiary Company Balance Sheet as at 31 July 2002 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 15 16 16 17 2002 £ 2001 £ 1,427,573 144,140 161,017 _______ 161,017 _______ 1,283,433 ________ 1,283,433 ________ 1,588,590 ======= 1,427,573 ======= 262,291 1,324,515 1,784 ________ 1,588,590 ======= 197,791 1,227,765 2,017 ________ 1,427,573 ====== The accounts on pages 9 to 21 were approved by the board of directors on 4 October 2002 and signed on its behalf by: R Bruce Rowan Chairman and Chief Executive John Watkins Finance Director The accompanying notes form an integral part of this balance sheet. Page 11 Web Shareshop (Holdings) Plc and Subsidiary Consolidated Cash Flow Statement for the year ended 31 July 2002 Net cash outflow from operating activities Returns on investments and servicing of finance Capital expenditure and financial investment Cash outflow before management of liquid resources and financing Management of liquid resources Financing Increase/(Decrease) in cash in the year/period Notes 18 19 19 19 19 Year ended 31 July 2002 £ 18 month period ended 31 July 2001 £ (694,173 ) (1,148,747 ) 10,597 50,233 15,000 ______ (69,465 ) _____ (668,576 ) (1,167,979 ) 585,562 (700,562 ) 161,250 ________ 78,236 ======= 1,432,016 _______ (436,525 ) ====== The accompanying notes form an integral part of this consolidated cash flow statement. Page 12 Web Shareshop (Holdings) Plc and Subsidiary Statement of Accounting Policies for the year ended 31 July 2002 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 Subsidiary drawn up to 31 July 2002. 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 Office equipment 50% straight line 20% straight line Investments Fixed asset investments are stated at cost less any provision for impairment. Current asset investments are stated at the lower of cost or mid-market value. Taxation Corporation tax payable is provided on taxable profits at the current rate. Deferred taxation Deferred tax is provided for on a full provision basis on all timing differences which have arisen but not reversed at the balance sheet date. No timing differences are recognised in respect of (i) property revaluation surpluses where there is no commitment to sell the asset; (ii) gains on sale of assets where those assets have been rolled over into replacement assets; and (iii) additional tax which would arise if profits of overseas subsidiaries are distributed except where otherwise required by accounting standards. A deferred tax asset is not recognised to the extent that the transfer of economic benefit in future is uncertain. Any assets and liabilities recognised have not been discounted. 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 13 Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 1. Turnover The total turnover of the group for the period has been derived from its principal activities and 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 Directors emoluments 3. Interest Interest receivable: Bank interest Interest payable: Bank loans and overdrafts 4. Taxation (a) Domestic current year taxation Current tax UK corporation tax on profits for the period (b) Factors affecting tax charge for period Year ended 31 July 2002 £ 8,990 7,637 16,430 9,000 - - 20,862 ====== 10,609 ===== 12 ===== 2002 £ 18 month period ended 31 July 2001 £ 15,000 12,000 40,732 5,400 250,000 445 92,382 ===== 50,456 ===== 223 ===== 2001 £ - ====== - ====== The tax losses carried forward are higher than the standard rate of corporation tax for companies in the UK (30%) (2001 : 30%). The differences are explained below:- Loss on ordinary activities before taxation Loss on ordinary activities multiplied by standard rate of corporation tax for small companies in the UK at 30% (2001 : 30%) Expenses not deductible for tax purposes Capital allowances for year in excess of depreciation Tax losses brought forward Tax losses carried forward Current tax charge for period (note a) 2002 £ 2001 £ (349,430 ) (1,131,314 ) ====== ====== (104,829 ) 10,964 11,213 (333,635 ) 416,287 _______ - ====== (339,394 ) 54,892 (49,133 ) - 333,635 _______ - ====== (c) Factors that may affect future tax charges There are no factors that may affect the future tax charge other than the losses carried forward. Page 14 Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 5. Staff costs The average monthly number of employees (including executive directors) was: Management Administration Their aggregate remuneration comprised: Wages and salaries Social security costs 6. Directors’ emoluments J Woolgar R S Wilkinson E A C Neubauer U S Burke Sums paid to third parties for directors’ services Directors emoluments 2002 Number 2001 Number 2 2 ___ 4 === £ 23,918 1,436 _______ 25,354 ====== Year ended 31 July 2002 £ - 1,146 570 1,146 18,000 _______ 20,862 ====== 7 3 ___ 10 === £ 120,019 12,364 ______ 132,383 ===== 18 month period ended 31 July 2001 £ 42,000 13,958 9,250 3,959 23,215 ______ 92,382 ===== No other directors received any emoluments in the period. Disclosure of director’s related party transactions can be found in note 21 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 year Bruce Rowan was granted options over 1,400,000 ordinary shares at a price of £0.05 per share and John Watkins was granted options over 700,000 ordinary shares at £0.05 per share. The options are exercisable from 27 June 2002 up to and including 27 June 2007. During the previous period William Jackson was granted options over 1,964,580 ordinary shares exercisable at a price of £0.05 per share. The options are exercisable from 21 May 2001 and up to and including 31 January 2003, being one year following his resignation as Chairman. 7. Profit attributable to parent undertaking The loss for the financial year dealt with in the accounts of the parent company was £233 (2001 : profit £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. Page 15 Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 8. Loss per share The basic earnings per share is derived by dividing the loss for the year attributable to ordinary shareholders of £349,430 by the weighted average number of shares in issue, calculated as 23,419,404. There were no diluting factors in the period. 9. Intangible fixed assets - goodwill Group Cost At 1 August 2001 Disposals At 31 July 2002 Amortisation At 1 August 2001 Amortisation for the period On disposals At 31 July 2002 Net book value At 31 July 2002 At 31 July 2001 10. Tangible fixed assets Group Cost At 1 August 2001 Disposals At 31 July 2002 Depreciation At 1 August 2001 Charge for the year On disposals At 31 July 2002 Net book value At 31 July 2002 At 31 July 2001 Total £ 18,000 (18,000 ) _____ - _____ 9,000 9,000 (18,000 ) _____ - _____ - ===== 9,000 ===== Total £ 71,860 (70,610 ) _____ 1,250 ===== 39,930 16,430 (55,610) _____ 750 ===== 500 ===== 31,930 ===== Office Equipment £ Computer Equipment £ 1,250 - _____ 1,250 ===== 500 250 - _____ 750 ===== 500 ===== 750 ===== 70,610 (70,610 ) _____ - ===== 39,430 16,180 (55,610) _____ - ===== - ===== 31,180 ===== Page 16 Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 11. Fixed asset investments Company Cost At 1 August 2001 Additions At 31 July 2002 2002 £ 144,140 1,283,433 ________ 1,427,573 ======= 2001 £ - 144,140 ______ 144,140 ===== The parent company and the group hold more than 20% of the share capital of the following company. Company Country of registration Class Proportion held by group Nature of business The Web Shareshop Limited England & Wales Ordinary 100% Underwriting small company new issues and pre IPO stocks The following dormant companies were struck off the Companies House register during the year. New Issues On Line Limited England & Wales Ordinary 100% Dormant The New Issue Investment Company Limited England & Wales Ordinary 100% Dormant 12. Debtors Amounts owed by group undertakings Other debtors Prepayments and accrued income 13. Current asset investments Other unlisted investments Listed investments Group 2002 £ - - 15,393 ______ 15,393 ===== 2001 £ - 14,942 47,512 ______ 62,454 ===== Company 2002 £ 2001 £ 161,017 - - ______ 161,017 ===== 2002 £ 112,500 260,000 ________ 372,500 ======= 1,283,433 - - ________ 1,283,433 ======= 2001 £ - - ______ - ===== The market value of other unlisted investments which are quoted on OFEX is £434,459 and the market value of investments listed on the Alternative Investment Market is £665,000 as at 31 July 2002. Page 17 Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 13. Current asset investments - continued Significant shareholders Via the company’s 100% interest in The Web Shareshop Limited it has the following significant shareholdings: Company Country of registration or incorporation Shares held Franconia Minerals Corporation Hidefield plc Southern African Resources plc Canada England & Wales England & Wales 14. Creditors: amounts falling due within one year Bank overdraft Trade creditors Other creditors Accruals and deferred income 15. Called-up share capital Authorised: 100,000,000 ordinary shares of £0.01 each Allotted, called up and fully paid Subscriber shares Total issued at 1 August 2001 Issued 11 January 2002 Total issued at 31 July 2002 Class Ordinary Ordinary Ordinary % 25 16 14 Group 2002 £ - 10,108 7,920 10,204 ______ 28,232 ===== 2001 £ 92,705 31,440 1,187 29,742 _____ 155,074 ===== 2002 £ 2001 £ 1,000,000 ======= 1,000,000 ====== Number 2 19,779,130 6,450,000 _________ 26,229,130 ======== £ 0 197,791 64,500 _______ 262,291 ====== During the year, share capital of 6,450,000 1p ordinary shares were issued for consideration of £161,250. Options have been granted under the company’s unapproved share option schemes to subscribe for ordinary shares of the company as follows: Number of shares under option Subscription price per share 1,964,580 2,100,000 £0.05 £0.05 Exercise period 21 May 2002 to 31 January 2003 27 June 2002 to 27 June 2007 Page 18 Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 16. Reserves Group As at 1 August 2001 Issue of shares Share issue costs Loss for the period As at 31 July 2002 Company As at 1 August 2001 Issue of shares Retained profit for the period As at 31 July 2002 17. Movement on equity shareholders’ funds Group Loss for the period Proceeds of share issues, net of costs - see note 19 Net (decrease)/increase in shareholders’ funds Opening shareholders’ funds Closing equity shareholders’ funds Company (Loss)/profit for the period Proceeds of share issues, net of costs Opening shareholders’ funds Closing equity shareholders’ funds 18. Reconciliation of operating loss to operating cash flows Operating loss Depreciation charges Loss on sale of tangible fixed assets Amortisation Decrease/(increase) in debtors (Decrease)/increase in creditors Increase in trading investments Net cash outflow from operating activities Page 19 Merger reserve £ 424,410 - - - ________ 424,410 ======= Share premium account £ 1,227,765 96,750 - - ________ 1,324,515 ======= £ 1,227,765 96,750 - ________ 1,324,515 ======= Profit and loss account £ (1,176,559 ) - - (349,430 ) ________ (1,525,989 ) ======= £ 2,017 - (233 ) ______ 1,784 ===== 2002 £ 2001 £ (349,430 ) 161,250 ________ (188,180 ) 673,407 ________ 485,227 ======= (1,131,314 ) 1,432,016 ______ 300,702 372,705 ______ 673,407 ====== (232 ) 161,250 ________ 161,018 1,427,573 ________ 1,588,591 ======= 2,017 1,425,556 _______ 1,427,573 - _______ 1,427,573 ======= 2002 £ (360,027 ) 16,430 - 9,000 47,061 (34,137 ) (372,500 ) _______ (694,173 ) ====== 2001 £ (1,181,547 ) 40,732 445 5,400 (57,815 ) 44,038 - ________ (1,148,747 ) ======= Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 19. 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 tangible fixed assets Sale of tangible fixed assets Net cash inflow/(outflow) Management of liquid resources Cash withdrawn from/(placed on deposit) Net cash inflow/(outflow) Financing Issue of ordinary share capital Expenses paid in connection with share issues Net cash inflow 20. Analysis and reconciliation of net funds Cash in hand and at bank Overdraft Cash placed on deposit Net funds Increase/(decrease) in cash in the year/period Movement in net funds in year Net funds at 1 August 2001 Net funds/(debt) at 31 July 2002 Page 20 Year ended 31 July 2002 £ 18 month period ended 31 July 2001 £ 10,609 (12 ) _______ 10,597 ====== 50,456 (223 ) _____ 50,233 ===== - 15,000 _______ 15,000 ====== 585,562 _______ 585,562 ====== (70,665 ) 1,200 _____ (69,465 ) ===== (700,562 ) _____ (700,562 ) ===== 161,250 - ________ 161,250 ======= 1,760,139 (328,123 ) ________ 1,432,016 ======= 31 July 2001 £ 725,097 (92,705 ) (700,562 ) ______ (68,170 ) ===== Cash flow £ (600,031 ) 92,705 585,562 ______ 78,236 ===== 2002 £ 78,236 ______ 78,236 (68,170 ) ______ 10,066 ====== 31 July 2002 £ 125,066 - (115,000 ) _____ 10,066 ===== 2001 £ (436,525 ) ______ (436,525 ) 368,355 ______ (68,170 ) ===== Web Shareshop (Holdings) Plc and Subsidiary Notes to the Financial Statements for the year ended 31 July 2002 21. Related party transactions The director, Bruce Rowan received the sum of £12,000 during the period through his business for normal professional services. 6,450,000 1p ordinary shares were issued to Bruce Rowan during the year for a consideration of £161,250. The director, John Watkins, FCA received the sum of £9,833 (2001 : £4,233) during the period through his business for normal professional services. The former director, Andrew Neubauer, is the managing director and a major shareholder of Airtime Interactive Marketing Limited from which the Company made purchases of £153,422 in the year (2001 : £679,597). The balance outstanding at the year end was £nil (2001 : £28,742). The former 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. This agreement was terminated on 14 January 2002. ALPs FS Limited holds 120,000 ordinary shares of £0.01 each in the company. The former director, William Jackson, is a director and major shareholder of Panmark Limited from which the company purchased services to the value of £18,000 (2001 : £37,389) in the year. The balance outstanding at the year end was £nil. The subsidiary, The Web Shareshop Limited, issued 4,278,110 ordinary shares of £0.01 each at a price of £0.30 per share. The consideration of £1,283,433 was satisfied from the inter company loan account balance. Page 21 

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