<PAGE>
----------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------------------
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
---------------------------------
October 15, 1999 (August 13, 1999)
----------------------------------
Date of Report (Date of earliest event reported)
NetSol International, Inc.
--------------------------
(Exact name of registrant as specified in its charter)
Nevada
------
(State or other jurisdiction of incorporation)
333-28861 95-4627685
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
233 Wilshire Boulevard, Suite 350, Santa Monica, CA 90401
---------------------------------------------------------
(310) 395-4073
--------------
(Address of principal executive offices)
Not Applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
NetSol International, Inc., hereby files this Amendment No. 1 to its
Current Report on Form 8-K, filed with the Commission on August 17, 1999, to
submit the financial information required to be set forth in Item 7(a), which
information is attached hereto as Exhibits 99.1, 99.2 and 99.3.
ITEM 7. Financial Statements and Exhibits
(a) The financial statements required to be set forth herein are
attached hereto as Exhibit 99.1, 99.2 and 99.3 and incorporated herein by
reference.
(c) Exhibits
99.1 Audited Financial Statements of Network Solutions Group
Limited for the fiscal year ended January 31, 1999.
99.2 Audited Financial Statements of Network Solutions
(Northern) Limited for the fiscal year ended January 31, 1999.
99.3 Audited Financial Statements of Network Solutions
Limited for the fiscal year ended January 31, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: October 14, 1999 NetSol International, Inc.
By:/s/ Najeeb Ghauri
---------------------
Najeeb Ghauri
Its: President
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBIT TO
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
-------------------------------
NetSol International, Inc.
-------------------------------
October 14, 1999
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<C> <S>
99.1 Audited Financial Statements of Network Solutions Group
Limited for the fiscal year ended January 31, 1999.
99.2 Audited Financial Statements of Network Solutions (Northern)
Limited for the fiscal year ended January 31, 1999.
99.3 Audited Financial Statements of Network Solutions Limited for
the fiscal year ended January 31, 1999.
</TABLE>
<PAGE>
COMPANY REGISTRATION NUMBER 3294750
NETWORK SOLUTIONS GROUP LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31st JANUARY 1999
ASHFORD READ
Chartered Accountants & Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
CONTENTS PAGES
<S> <C>
Officers and professional advisers 1
The directors' report 2 to 3
Auditors' report to the shareholders 4
Profit and loss account 5
Balance sheet 6
Notes to the financial statements 7 to 9
THE FOLLOWING PAGES DO NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS
Detailed profit and loss account 11
Notes to the detailed profit and loss account 12
</TABLE>
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS Mr A. P. Cowler
Mr W. Bridgen
Mr S. Sutton
COMPANY SECRETARY Mr A. P. Cowler
REGISTERED OFFICE 12 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire
PO6 3TH
AUDITORS Ashford Read
Chartered Accountants
& Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
BANKERS Barclays Bank Plc
Soho Square Business Centre
8-9 Hanover Square
London
W1A 4ZW
SOLICITORS Gurney-Champion & Co
12 Edinburgh Road
Portsmouth
Hampshire
PO1 1DJ
</TABLE>
-1-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
THE DIRECTORS' REPORT
YEAR ENDED 31st JANUARY 1999
The directors present their report and the financial statements of the
company for the year ended 31st January 1999.
PRINCIPAL ACTIVITIES
The principal activity of the company during the year was that of a holding
company.
THE DIRECTORS AND THEIR INTERESTS IN SHARES OF THE COMPANY
The directors who served the company during the year together with their
beneficial interests in the shares of the company were as follows:
<TABLE>
<CAPTION>
ORDINARY SHARES OF L1 EACH
AT 31 JANUARY 1999 AT 1 FEBRUARY 1998
OR LATER DATE
OF APPOINTMENT
<S> <C> <C> <C>
Mr A. P. Cowler 78 40
Mr W. Bridgen - 10
Mr S. Sutton - 10
Mr J. C. Beckett (Appointed 2 June 1998) 22 -
Mr I. C. Cocks (Retired 2 June 1998) - 40
---------- ----------
</TABLE>
Mr A. P. Cowler's beneficial interest arises from his position as a Trustee
of the Surrey Design Partnership Limited Pension Scheme.
Mr J. C. Beckett's beneficial interest arises from his position as a Trustee
of the J Beckett Funded Unapproved Retirement Benefit Scheme.
Mr J. C. Beckett resigned as a director of Network Solutions Group Limited,
Network Solutions Limited and Network Solutions (Northern) Limited on 9th July
1999.
On 9th July 1999 the 22 shares held by the J. Beckett FURBS were transferred
to the Surrey Design Partnership Limited Pension Scheme.
YEAR 2000 ISSUES
The directors have considered the risks and uncertainties associated with the
year 2000 problem. During the year the companies within the group have taken
steps to ensure that their internal computer systems are millennium compliant.
The directors have also assessed the possibility of year 2000 related
failures in significant suppliers, all of whom have indicated that they are
already dealing with the problem. Whilst it is impossible to guarantee that
no year 2000 problems will remain, the directors are confident that the
companies within the group will be able to deal promptly with any failures
that may occur.
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
company at the end of the year and of the profit or loss for the year then
ended.
-2-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
THE DIRECTORS' REPORT (CONTINUED)
YEAR ENDED 31st JANUARY 1999
DIRECTORS' RESPONSIBILITIES (CONTINUED)
In preparing those financial statements, the directors are required to select
suitable accounting policies, as described on page 7, and then apply them on
a consistent basis, making judgements and estimates that are prudent and
reasonable. The directors must also prepare the financial statements on the
going concern basis unless it is inappropriate to presume that the company
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
company and to enable them to ensure that the financial statements comply
with the Companies Act 1985. The directors are 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.
AUDITORS
A resolution to re-appoint Ashford Read as auditors for the ensuing year will
be proposed at the annual general meeting in accordance with section 385
of the Companies Act 1985.
SMALL COMPANY PROVISIONS
This report has been prepared in accordance with the special provisions for
small companies under Part VII of the Companies Act 1985.
Registered office: Signed by order of the directors
12 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire /s/ A. P. Cowler
PO6 3TH
MR A. P. COWLER
Company Secretary
Approved by the directors on 12 August 1999
-3-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
AUDITORS' REPORT TO THE SHAREHOLDERS
YEAR ENDED 31st JANUARY 1999
We have audited the financial statements on pages 5 to 9 which have been
prepared in accordance with the Financial Reporting Standard for Smaller
Entities (effective March 1999), under the historical cost convention and the
accounting policies set out on page 7.
RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND THE AUDITORS
As described on pages 2 to 3, the company's directors are responsible for the
preparation of the financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report
our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with 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
company's state of affairs as at 31st January 1999 and of its loss for the
year then ended, and have been properly prepared in accordance with the
Companies Act 1985.
/s/ Ashford Read
40 Alexandra Road
Freemantle Chartered Accountants
Southampton & Registered Auditors
Hampshire
SO15 5DG
12 AUG 1999
-4-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
Note 1999 1998
L L
<S> <C> <C> <C>
TURNOVER - -
Administrative expenses (697) (560)
------ ------
OPERATING LOSS 3 (697) (560)
Tax on loss on ordinary activities - -
------ ------
LOSS FOR THE FINANCIAL YEAR (697) (560)
Balance brought forward (560) -
------ ------
Balance carried forward (1,257) (560)
------ ------
------ ------
</TABLE>
The notes on pages 7 to 9 form part of these financial statements.
-5-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
BALANCE SHEET
31st JANUARY 1999
<TABLE>
<CAPTION>
Note 1999 1998
L L L L
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Investments 4 10,100 10,100
CREDITORS: Amounts falling due
within one year 5 (11,257) (10,560)
-------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES (1,157) (460)
-------- --------
CAPITAL AND RESERVES
Called-up equity share capital 9 100 100
Profit and loss account (1,257) (560)
-------- --------
DEFICIENCY (1,157) (460)
-------- --------
-------- --------
</TABLE>
These financial statements have been prepared in accordance with the special
provisions for small companies under Part VII of the Companies Act 1985 and
with the Financial Reporting Standard for Smaller Entities (effective March
1999).
These financial statements were approved by the directors on the 12 AUGUST
1999, and are signed on their behalf by:
/s/ A. P. Cowler
- ----------------------
MR A. P. COWLER
The notes on pages 7 to 9 form part of these financial statements.
-6-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
1. ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost
convention, and in accordance with the Financial Reporting Standard for
Smaller Entities (effective March 1999).
CONSOLIDATION
In the opinion of the directors, the company and its subsidiary
undertakings comprise a small group. The company has therefore taken
advantage of the exemption provided by Section 248 of the Companies Act
1985 not to prepare group accounts.
DEFERRED TAXATION
Provision is made, under the liability method, to take account of timing
differences between the treatment of certain items for accounts purposes
and their treatment for tax purposes. Tax deferred or accelerated is
accounted for in respect of all material timing differences to the
extent that it is considered that a net liability may arise.
2. GOING CONCERN
At the balance sheet date the combined liabilities of the group exceeded
its assets by L242,750. The day to day operation of the group is
dependent upon support from its directors, associated companies, bankers
and trade creditors. The support of the directors and associated
companies has been confirmed for the foreseeable future. Subsequent to
the year end increased banking facilities have been arranged by the
principal trading subsidiary and significant measures have been taken to
ensure improved management control and trading performance. These steps,
together with the assumed continued support of the trade creditors,
provide the directors with the opinion that it is appropriate to prepare
the financial statements on the going concern basis.
3. OPERATING LOSS
Operating loss is stated after charging:
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Directors' emoluments - -
Auditors' fees 650 550
------- -------
</TABLE>
4. INVESTMENTS
<TABLE>
<CAPTION>
L
<S> <C>
COST
At 1st February 1998 and 31st January 1999 10,100
-------
NET BOOK VALUE
At 31st January 1999 10,100
-------
-------
At 31st January 1998 10,100
-------
-------
</TABLE>
-7-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
4. INVESTMENTS (CONTINUED)
Under the provision of section 248 of the Companies Act 1985 the company
is exempt from preparing consolidated accounts and has not done so,
therefore the accounts show information about the company as an
individual entity.
The company has investments at par in two subsidiary companies as
follows:
NETWORK SOLUTIONS LIMITED (company number 3134838)
100 ordinary shares of L1 each (100%); Nil ordinary "A" shares of L1
each (0%)
Capital and reserves deficiency at balance sheet date: L212,745
Retained loss for the year: L173,415
NETWORK SOLUTIONS (NORTHERN) LIMITED (company number 3294807)
10,000 ordinary shares of L1 each (100%)
Capital and reserves deficiency at balance sheet date: L28,848
Retained profit for the year: L10,988
5. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Bank loans and overdrafts 44 2
Amounts owned to group undertakings 563 8
Other creditors including:
Other creditors 10,000 10,000
Accruals and deferred income 650 550
------- -------
11,257 10,560
------- -------
------- -------
</TABLE>
6. CONTINGENCIES
A subsidiary, Network Solutions Limited, paid interim dividends of
L35,600 (1998 - L42,000) to the holders of the Ordinary "A" shares in
excess of distributable reserves. In the event of a winding up these
dividends would be repayable to the subsidiary.
Full details of this matter are disclosed within the financial
statements of Network Solutions Limited.
7. TRANSACTIONS WITH THE DIRECTORS
Two directors had overdrawn loan accounts with Network Solutions Limited
at the balance sheet date. The closing balances (and maximum amount
outstanding during the year) were as follows: Mr W. Bridgen L7,326
(L7,326); and Mr. S. Sutton L3,383 (L3,383).
-8-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY, 1999
8. RELATED PARTY TRANSACTIONS
The company was under the control of the directors (Mr. A. P. Cowler,
Mr. W. Bridgen, Mr. S. Sutton and Mr. J. C. Beckett) throughout the
year. The four directors are also the sole directors of both subsidiary
companies, Network Solutions Limited and Network Solutions (Northern)
Limited.
At the balance sheet date L563 (1998 - L8) was owed by the company to
Network Solutions Limited.
Mr. A. P. Cowler is a director of and has a controlling interest in The
Surrey Design Partnership Limited. At the balance sheet date the
company owed L10,000 (1998 - L10,000) to The Surrey Design Partnership
Limited. This amount is shown under "Creditors: amounts falling due
within one year".
Detailed disclosure of all related party transactions are made in the
individual financial statements of each subsidiary.
9. SHARE CAPITAL
<TABLE>
<CAPTION>
AUTHORISED SHARE CAPITAL:
1999 1998
<S> <C> <C>
L L
10,000 Ordinary shares of L1 each 100,000 100,000
------- -------
------- -------
<CAPTION>
ALLOTTED, CALLED UP AND FULLY PAID:
1999 1998
<S> <C> <C>
L L
Ordinary share capital 100 100
------- -------
------- -------
</TABLE>
-9-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
MANAGEMENT INFORMATION
YEAR ENDED 31st JANUARY 1999
The following pages do not form part of the statutory financial statements
which are the subject of the auditors' report on page 4.
-10-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
TURNOVER - -
OVERHEADS
Administrative expenses 697 560
----- -----
LOSS ON ORDINARY ACTIVITIES (697) (560)
----- -----
----- -----
</TABLE>
-11-
<PAGE>
NETWORK SOLUTIONS GROUP LIMITED
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
1999 1998
L L L L
ADMINISTRATIVE EXPENSES
<S> <C> <C> <C> <C>
GENERAL EXPENSES:
Sundry expenses 15 -
Auditors remuneration 650 550
------ ------
665 550
FINANCIAL COSTS:
Bank charges 32 10
------ ------
697 560
------ ------
------ ------
</TABLE>
-12-
<PAGE>
COMPANY REGISTRATION NUMBER 3294807
NETWORK SOLUTIONS (NORTHERN) LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31st JANUARY 1999
ASHFORD READ
Chartered Accountants & Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
CONTENTS PAGES
<S> <C>
Officers and professional advisers 1
The directors' report 2 to 3
Auditors' report to the shareholders 4
Profit and loss account 5
Balance sheet 6
Notes to the financial statements 7 to 10
THE FOLLOWING PAGES DO NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS
Detailed profit and loss account 12
Notes to the detailed profit and loss account 13
</TABLE>
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS Mr A.P. Cowler
Mr W. Bridgen
Mr S. Sutton
COMPANY SECRETARY Mr A.P. Cowler
REGISTERED OFFICE 12 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire
PO6 3TH
AUDITORS Ashford Read
Chartered Accountants
& Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
BANKERS Barclays Bank Plc
Soho Square Business Centre
8-9 Hanover Square
London
W1A 4ZW
SOLICITORS Gurney-Champion & Co
12 Edinburgh Road
Portsmouth
Hampshire
PO1 1DJ
</TABLE>
-1-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
THE DIRECTORS' REPORT
YEAR ENDED 31st JANUARY 1999
The directors present their report and the financial statements of the
company for the year ended 31st January 1999.
PRINCIPAL ACTIVITIES
The principal activity of the company during the year was computer network
installations.
THE DIRECTORS AND THEIR INTERESTS IN SHARES OF THE COMPANY
The directors who served the company during the year were as follows:
Mr A.P. Cowler
Mr W. Bridgen
Mr S. Sutton
Mr J.C. Beckett (Appointed 2 Jun 98)
Mr I.C. Cocks (Retired 2 Jun 98)
The company is a wholly owned subsidiary and the interests of group directors
are disclosed in the accounts of the parent company.
Mr J. C. Beckett resigned as a director of Network Solutions Group Limited,
Network Solutions Limited and Network Solutions (Northern) Limited on 9th July
1999.
YEAR 2000 ISSUES
The directors have considered the risks and uncertainties associated with the
year 2000 problem. During the year the company has taken steps to ensure that
its internal computer systems are millennium compliant.
The directors have also assessed the possibility of year 2000 related
failures in significant suppliers, all of whom have indicated that they are
already dealing with the problem. Whilst it is impossible to guarantee that
no year 2000 problems will remain, the directors are confident that the
company will be able to deal promptly with any failures that may occur.
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
company at the end of the year and of the profit or loss for the year then
ended.
In preparing those financial statements, the directors are required to select
suitable accounting policies, as described on page 7, and then apply them on
a consistent basis, making judgements and estimates that are prudent and
reasonable. The directors must also prepare the financial statements on the
going concern basis unless it is inappropriate to presume that the company
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
company and to enable them to ensure that the financial statements comply
with the Companies Act 1985. The directors are 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.
-2-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
THE DIRECTORS' REPORT (CONTINUED)
YEAR ENDED 31st JANUARY 1999
AUDITORS
A resolution to re-appoint Ashford Read as auditors for the ensuing year will
be proposed at the annual general meeting in accordance with section 385
of the Companies Act 1985.
SMALL COMPANY PROVISIONS
This report has been prepared in accordance with the special provisions for
small companies under Part VII of the Companies Act 1985.
Registered office: Signed by order of the directors
12 Acorn Business Centre
Northarbour Road
Cosham
Portsmouth
Hampshire /s/ A. P. Cowler
PO6 3TH
MR A. P. COWLER
Company Secretary
Approved by the directors on 12 AUG 1999
-3-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
AUDITORS' REPORT TO THE SHAREHOLDERS
YEAR ENDED 31st JANUARY 1999
We have audited the financial statements on pages 5 to 10 which have been
prepared in accordance with the Financial Reporting Standard for Smaller
Entities (effective March 1999), under the historical cost convention and the
accounting policies set out on page 7.
RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND THE AUDITORS
As described on page 2, the company's directors are responsible for the
preparation of the financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report
our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with 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
company's state of affairs as at 31st January 1999 and of its profit for the
year then ended, and have been properly prepared in accordance with the
Companies Act 1985.
/s/ Ashford Read
40 Alexandra Road
Freemantle Chartered Accountants
Southampton & Registered Auditors
Hampshire
SO15 5DG
12 AUG 1999
-4-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
Note 1999 1998
L L
<S> <C> <C> <C>
TURNOVER 681,504 546,049
Cost of sales (551,023) (443,831)
--------- ---------
GROSS PROFIT 130,481 102,218
Distribution costs (13,006) (21,486)
Administrative expenses (104,231) (130,453)
Other operating income 344 -
--------- ---------
OPERATING PROFIT/(LOSS) 3 13,588 (49,721)
Interest payable and similar charges (2,600) (115)
--------- ---------
PROFIT/(LOSS) ON ORDINARY ACTIVITIES 10,998 (49,836)
BEFORE TAXATION
Tax on profit/(loss) on ordinary activities - -
--------- ---------
RETAINED PROFIT/(LOSS) FOR THE
FINANCIAL YEAR 10,988 (49,836)
Balance brought forward (49,836) -
--------- ---------
Balance carried forward (38,848) (49,836)
--------- ---------
--------- ---------
</TABLE>
The notes on pages 7 to 10 form part of these financial statements.
-5-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
BALANCE SHEET
31st JANUARY 1999
<TABLE>
<CAPTION>
Note 1999 1999
L L L L
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 4 3,711 5,725
CURRENT ASSETS
Stocks - 2,364
Debtors 5 100,705 133,666
Cash at bank and in hand 82 -
--------- ---------
CREDITORS: Amounts falling due
within one year 6 (133,346) (181,591)
--------- ---------
NET CURRENT LIABILITIES (32,559) (45,561)
-------- --------
TOTAL ASSETS LESS CURRENT LIABILITIES (28,848) (39,836)
-------- --------
-------- --------
CAPITAL AND RESERVES
Called-up equity share capital 9 10,000 10,000
Profit and loss account (38,848) (49,836)
-------- --------
DEFICIENCY (28,848) (39,836)
-------- --------
-------- --------
</TABLE>
These financial statements have been prepared in accordance with the special
provisions for small companies under Part VII of the Companies Act 1985 and
with the Financial Reporting Standard for Smaller Entities (effective March
1999).
These financial statements were approved by the directors on the 12 AUGUST
1999, and are signed on their behalf by:
/s/ A.P. Cowler
- ----------------------
MR A.P. COWLER
The notes on pages 7 to 10 form part of these financial statements.
-6-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
1. ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost
convention, and in accordance with the Financial Reporting Standard for
Smaller Entities (effective March 1999).
TURNOVER
The turnover shown in the profit and loss account represents amounts
invoiced during the year, exclusive of Value Added Tax.
DEPRECIATION
Depreciation is calculated so as to write off the cost of an asset, less
its estimated residual value, over the useful economic life of that
asset as follows:
<TABLE>
<S> <C>
Fixtures & Fittings - 15% reducing balance basis
Equipment - 33% reducing balance basis
</TABLE>
STOCKS
Stocks are valued at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
OPERATING LEASE AGREEMENTS
Rentals applicable to operating leases where substantially all of the
benefits and risks of ownership remain with the lessor are charged
against profits as incurred.
DEFERRED TAXATION
Provision is made, under the liability method, to take account of timing
differences between the treatment of certain items for accounts purposes
and their treatment for tax purposes. Tax deferred or accelerated is
accounted for in respect of all material timing differences to the
extent that it is considered that a net liability may arise.
2. GOING CONCERN
At the balance sheet date the company's liabilities exceeded its assets
by L28,848. The day to day operation of the company is dependent upon
support from its directors, associated companies, bankers and trade
creditors. The support of the directors and associated companies has
been confirmed for the foreseeable future. Subsequent to the year end
the company has taken significant measures to ensure improved management
control and trading performance. These steps, together with the assumed
continued support of the company's bankers and trade creditors, provide
the directors with the opinion that it is appropriate to prepare the
financial statements on the going concern basis.
-7-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
3. OPERATING PROFIT/LOSS
Operating profit/(loss) is stated after charging/(crediting):
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Directors' emoluments - -
Depreciation 1,380 1,011
Profit on disposal of fixed assets (344) -
Auditors' fees 1,200 1,050
------- -------
------- -------
</TABLE>
4. TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
FIXTURES & EQUIPMENT TOTAL
FITTINGS
L L L
<S> <C> <C> <C>
COST
At 1st February 1998 1,025 5,711 6,736
Additions 795 3,425 4,220
Disposals - (5,711) (5,711)
------ ------- -------
At 31st January 1999 1,820 3,425 5,245
------ ------- -------
------ ------- -------
DEPRECIATION
At 1st February 1998 154 857 1,011
Charge for the year 250 1,130 1,380
On disposals - (857) (857)
------ ------- -------
At 31st January 1999 404 1,130 1,534
------ ------- -------
------ ------- -------
NET BOOK VALUE
At 31st January 1999 1,416 2,295 3,711
------ ------- -------
------ ------- -------
At 31st January 1998 871 4,854 5,725
------ ------- -------
------ ------- -------
</TABLE>
5. DEBTORS
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Trade debtors 92,238 - 129,911
Other debtors 1,375 1,375
Prepayments and accrued income 7,092 2,380
-------- --------
100,705 135,666
-------- --------
-------- --------
</TABLE>
-8-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
6. CREDITORS: Amounts falling due within one year
<TABLE>
<CAPTION>
1999 1998
L L L L
<S> <C> <C> <C> <C>
Bank loans and overdrafts 3,506 8,158
Trade creditors 50,135 110,916
Amounts owed to group undertakings 69,364 38,501
Other creditors including:
PAYE and social security 3,696 10,844
VAT 3,390 5,688
-------- -------
7,086 16,532
Accruals and deferred income 3,255 7,484
-------- -------
133,346 181,591
-------- -------
</TABLE>
7. COMMITMENTS UNDER OPERATING LEASES
At 31st January 1999 the company had aggregate annual commitments under
non-cancellable operating leases as set out below.
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Operating leases which expire:
Within 1 year 12,116 5,500
Within 2 to 5 years 5,083 10,925
-------- -------
17,199 16,425
-------- -------
</TABLE>
8. RELATED PARTY TRANSACTIONS
The company was under the control of the directors (Mr. A. P. Cowler,
Mr. W. Bridgen, Mr. S. Sutton and Mr. J. C. Beckett) and Network
Solutions Group Limited throughout the year. The four directors are
also the sole directors of Network Solutions Group Limited as well as
Network Solutions Limited.
During the year the company purchased goods and services from Network
Solutions Limited amounting to L130,161 (1998 - L1,890). During the
year the company also sold goods and services to Network Solutions
Limited amounting to L640 (1998 - L291). At the balance sheet date the
company owed Network Solutions Limited L69,364 (1998 - L38,509).
Mr. A. P. Cowler is a director of and has a controlling interest in The
Surrey Design Partnership Limited. During the year the company made
sales to The Surrey Design Partnership Limited of LNil (1998 - L530).
There were no trading balances outstanding between the companies at the
balance sheet date.
Mr. I. C. Cocks has a controlling interest in Taylor Cocks (formerly
Cocks & Co.). During the year the company acquired services from Taylor
Cocks amounting to Lnil (1998 - L10,252). During the year the company
also sold goods to Taylor Cocks amounting to Lnil (1998 - L2,423).
There were no trading balances outstanding between the companies at the
balance sheet date.
-9-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
9. SHARE CAPITAL
<TABLE>
<CAPTION>
AUTHORISED SHARE CAPITAL:
1999 1998
L L
<S> <C> <C>
100,000 Ordinary shares of L1 each 100,000 100,000
-------- --------
-------- --------
ALLOTTED, CALLED UP AND FULLY PAID:
1999 1998
L L
Ordinary share capital brought 10,000 -
forward
Issue of ordinary shares - 10,000
-------- -------
10,000 10,000
-------- -------
-------- --------
</TABLE>
10. ULTIMATE PARENT COMPANY
The ultimate parent company is Network Solutions Group Limited - a
company incorporated within the UK.
-10-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
MANAGEMENT INFORMATION
YEAR ENDED 31st JANUARY 1999
THE FOLLOWING PAGES DO NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS
WHICH ARE THE SUBJECT OF THE AUDITORS' REPORT ON PAGE 4.
-11-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
1999 1998
L L L L
<S> <C> <C> <C> <C>
TURNOVER 681,504 546,049
COST OF SALES
Opening WIP 2,364 -
Purchases 486,835 396,512
Direct wages 61,824 49,683
-------- --------
551,023 446,195
Closing WIP - (2,364)
-------- --------
551,023 443,831
-------- --------
GROSS PROFIT 130,481 102,218
OVERHEADS
Distribution costs 13,006 21,486
Administrative expenses 104,231 130,453
-------- --------
(117,237) (151,939)
-------- --------
13,244 (49,721)
OTHER OPERATING INCOME
Profit on disposal of fixed assets 344 -
-------- --------
OPERATING PROFIT/(LOSS) 13,588 (49,721)
Interest payable and similar charges (2,600) (115)
-------- --------
PROFIT/(LOSS) ON ORDINARY ACTIVITIES 10,988 (49,836)
-------- --------
-------- --------
</TABLE>
-12-
<PAGE>
NETWORK SOLUTIONS (NORTHERN) LIMITED
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
1999 1998
L L L L
<S> <C> <C> <C> <C>
DISTRIBUTION COSTS
Freight and carriage 307 528
Vehicle hire 12,699 20,958
-------- --------
13,006 21,486
-------- --------
-------- --------
ADMINISTRATIVE EXPENSES
PERSONNEL COSTS:
Administrative staff salaries 42,365 84,422
ESTABLISHMENT EXPENSES:
Rent and services 5,467 6,591
Rates and water 1,650 2,974
Insurance 526 393
Repairs and maintenance 224 369
------- -------
7,867 10,327
GENERAL EXPENSES:
Motor expenses 5,574 5,703
Travel and subsistence 629 1,189
Telephone 6,975 10,765
Printing, postage, stationery and 978 1,830
advertising
Management services charge 20,000 -
Staff recruitment 936 -
Sundry expenses 75 596
Entertaining 267 824
Legal and professional fees 125 1,714
Accountancy fees 5,959 10,598
Auditors remuneration 1,200 1,050
Depreciation 1,380 1,011
------- -------
44,098 35,280
FINANCIAL COSTS:
Bad debts written off 8,256 -
Bank charges 1,645 424
------- -------
9,901 424
-------- --------
104,231 130,453
-------- --------
-------- --------
INTEREST PAYABLE AND SIMILAR CHARGES
Bank interest payable 175 75
Interest on overdue tax 2,425 40
-------- --------
2,600 115
-------- --------
-------- --------
</TABLE>
-13-
<PAGE>
Company Registration Number 3134838
NETWORK SOLUTIONS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31st JANUARY 1999
ASHFORD READ
Chartered Accountants & Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
<PAGE>
NETWORK SOLUTIONS LIMITED
FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
CONTENTS PAGES
<S> <C>
Officers and professional advisers 1
The directors' report 2 to 3
Auditors' report to the shareholders 4
Profit and loss account 5
Balance sheet 6
Notes to the financial statements 7 to 14
THE FOLLOWING PAGES DO NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS
Detailed profit and loss account 16
Notes to the detailed profit and loss account 17 to 18
</TABLE>
<PAGE>
NETWORK SOLUTIONS LIMITED
OFFICERS AND PROFESSIONAL ADVISERS
<TABLE>
<S> <C>
THE BOARD OF DIRECTORS Mr A.P. Cowler
Mr W. Bridgen
Mr S.P. Sutton
COMPANY SECRETARY Mr A.P. Cowler
REGISTERED OFFICE 104 Mytchett Road
Mytchett
Camberley
Surrey
GU16 6ET
AUDITORS Ashford Read
Chartered Accountants
& Registered Auditors
40 Alexandra Road
Freemantle
Southampton
Hampshire
SO15 5DG
BANKERS Barclays Bank Plc
Soho Square Business Centre
8-9 Hanover Square
London
W1A 4ZW
SOLICITORS Gurney-Champion & Co
12 Edinburgh Road
Portsmouth
Hampshire
PO1 1DJ
</TABLE>
-1-
<PAGE>
NETWORK SOLUTIONS LIMITED
THE DIRECTORS' REPORT
YEAR ENDED 31st JANUARY 1999
The directors present their report and the financial statements of the company
for the year ended 31st January 1999.
PRINCIPAL ACTIVITIES
The principal activity of the company during the year was computer network
installations.
THE DIRECTORS AND THEIR INTERESTS IN SHARES OF THE COMPANY
The directors who served the company during the year were as follows:
Mr A.P. Cowler
Mr W. Bridgen
Mr S.P. Sutton
Mr J.C. Beckett (Appointed 2 Jun 98)
Mr I.C. Cocks (Retired 2 Jun 98)
The company is a wholly owned subsidiary and the interests of group directors
are disclosed in the accounts of the parent company.
Mr J. C. Beckett resigned as a director of Network Solutions Group Limited,
Network Solutions Limited and Network Solutions (Northern) Limited on 9th July
1999.
YEAR 2000 ISSUES
The directors have considered the risks and uncertainties associated with the
year 2000 problem. During the year the company has taken steps to ensure that
its internal computer systems are millennium compliant.
The directors have also assessed the possibility of year 2000 related failures
in significant suppliers, all of whom have indicated that they are already
dealing with the problem. Whilst it is impossible to guarantee that no year 2000
problems will remain, the directors are confident that the company will be able
to deal promptly with any failures that may occur.
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
company at the end of the year and of the profit or loss for the year then
ended.
In preparing those financial statements, the directors are required to select
suitable accounting policies, as described on page 7, and then apply them on a
consistent basis, making judgements and estimates that are prudent and
reasonable. The directors must also prepare the financial statements on the
going concern basis unless it is inappropriate to presume that the company will
continue in business.
-2-
<PAGE>
NETWORK SOLUTIONS LIMITED
THE DIRECTORS' REPORT (CONTINUED)
YEAR ENDED 31st JANUARY 1999
DIRECTORS' RESPONSIBILITIES (CONTINUED)
The directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply
with the Companies Act 1985. The directors are 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.
AUDITORS
A resolution to re-appoint Ashford Read as auditors for the ensuing year will
be proposed at the annual general meeting in accordance with section 385 of
the Companies Act 1985.
SMALL COMPANY PROVISIONS
This report has been prepared in accordance with the special provisions for
small companies under Part VII of the Companies Act 1985.
Registered Office: Signed by order of the directors
104 Mytchett Road
Mytchett
Camberley
Surrey
GU16 6ET /s/ A.P. Cowler
MR A.P. COWLER
Company Secretary
Approved by the directors on 12 AUGUST 1999
-3-
<PAGE>
NETWORK SOLUTIONS LIMITED
AUDITORS' REPORT TO THE SHAREHOLDERS
YEAR ENDED 31st JANUARY 1999
We have audited the financial statements on pages 5 to 14 which have been
prepared in accordance with the Financial Reporting Standard for Smaller
Entities (effective March 1999), under the historical cost convention and the
accounting policies set out on page 7.
RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND THE AUDITORS
As described on pages 2 to 3, the company's directors are responsible for the
preparation of the financial statements. It is our responsibility to form an
independent opinion, based on our audit, on those statements and to report
our opinion to you.
BASIS OF OPINION
We conducted our audit in accordance with 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.
ADDITIONAL INFORMATION
Section 263 of the Companies Act 1989 states that a distribution shall not be
made except out of profits available for the purpose. The dividends of L35,600
include dividends that were paid at a time when the company had net realised
losses and as a consequence they may have been paid illegally. If so, under
s277 of the Companies Act 1989 any member who knew, or had reasonable grounds
for believing that the dividend was illegal is liable to repay the amount
they received to the company.
Our opinion on the financial statements is not qualified in respect of this
matter.
OPINION
In our opinion the financial statements give a true and fair view of the
company's state of affairs as at 31st January 1999 and of its loss for the
year then ended, and have been properly prepared in accordance with the
Companies Act 1985.
40 Alexandra Road /s/ Ashford Read
Freemantle Chartered Accountants
Southampton & Registered Auditors
Hampshire
SO15 5DG
12 Aug. 1999
-4-
<PAGE>
NETWORK SOLUTIONS LIMITED
PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
Note 31 Jan 99 31 Jan 98
L L L L
<S> <C> <C> <C> <C> <C>
TURNOVER 1,031,326 884,623
Cost of sales (863,187) (685,432)
--------- ---------
GROSS PROFIT 168,139 199,191
Distribution costs (63,526) (38,640)
Administrative expenses (213,724) (156,187)
--------- ---------
OPERATING (LOSS)/PROFIT 3 (109,111) 4,364
Interest receivable 4 17 -
Interest payable and (7,951) (2,764)
similar charges --------- ---------
(LOSS)/PROFIT ON ORDINARY (117,045) 1,600
ACTIVITIES BEFORE
TAXATION
Tax on (loss)/profit on 5 (20,770) (1,759)
ordinary activies
--------- ---------
LOSS ON ORDINARY (137,815) (159)
ACTIVITIES AFTER
TAXATION
Dividends (including non- 6 (35,600) (42,000)
equity) --------- ---------
LOSS FOR THE FINANCIAL YEAR (173,415) (42,159)
Balance brought forward (39,450) 2,709
--------- ---------
Balance carried forward (212,865) (39,450)
--------- ---------
--------- ---------
</TABLE>
The notes on pages 7 to 14 form part of these financial statements.
-5-
<PAGE>
NETWORK SOLUTIONS LIMITED
BALANCE SHEET
31st JANUARY 1999
<TABLE>
<CAPTION>
Note 1999 1998
L L L L
<S> <C> <C> <C> <C> <C>
FIXED ASSETS
Tangible assets 7 29,056 26,003
CURRENT ASSETS
Stocks 8 47,609 22,764
Debtors 9 321,964 159,094
Cash at bank and in hand 33,409 23,078
------- -------
402,982 204,936
CREDITORS: Amounts falling due
within one year 10 (643,116) (258,602)
------- -------
NET CURRENT LIABILITIES (240,134) (53,666)
------- ------
TOTAL ASSETS LESS CURRENT LIABILITIES (211,078) (27,633)
CREDITORS: Amounts falling due
after more than one year 11 (1,667) (11,667)
------- ------
(212,745) (39,330)
------- ------
CAPITAL AND RESERVES
Called-up equity share capital 16 120 120
Profit and loss account 17 (212,865) (39,450)
------- ------
DEFICIENCY (212,745) (39,330)
------- ------
------- ------
</TABLE>
These financial statements have been prepared in accordance with the special
provisions for small companies under Part VII of the Companies Act 1985 and
with the Financial Reporting Standard for Smaller Entities (effective March
1999).
These financial statements were approved by the directors on the 12 AUGUST
1999 and are signed on their behalf by:
/s/ A.P. COWLER
- --------------
MR A.P. COWLER
The notes on pages 7 to 14 form part of these financial statements.
-6-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
1. ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost
convention, and in accordance with the Financial Reporting Standard for
Smaller Entities (effective March 1999).
TURNOVER
The turnover shown in the profit and loss account represents amounts
invoiced during the year, exclusive of Value Added Tax.
DEPRECIATION
Depreciation is calculated so as to write off the cost of an asset, less
its estimated residual value, over the useful economic life of that
asset as follows:
<TABLE>
<S> <C>
Fixtures & Fittings - 15% reducing balance basis
Office Equipment - 33% reducing balance basis
</TABLE>
STOCKS
Stocks are valued at the lower of cost and net realisable value, after
making due allowance for obsolete and slow moving items.
WORK IN PROGRESS
Work in progress is valued on the basis of direct costs plus
attributable overheads based on normal level of activity. Provision is
made for any foreseeable losses where appropriate. No element of profit
is included in the valuation of work in progress.
OPERATING LEASE AGREEMENTS
Rentals applicable to operating leases where substantially all of the
benefits and risks of ownership remain with the lessor are charged
against profits as incurred.
DEFERRED TAXATION
Provision is made, under the liability method, to take account of
timing differences between the treatment of certain items for accounts
purposes and their treatment for tax purposes. Tax deferred or
accelerated is accounted for in respect of all material timing
differences to the extent that it is considered that a net liability
may arise.
-7-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
2. GOING CONCERN
At the balance sheet date the company's liabilities exceeded its assets
by L212,745. The day to day operation of the company is dependent upon
support from its directors, associated companies, bankers and trade
creditors. The support of the directors and associated companies has
been confirmed for the foreseeable future. Subsequent to the year end
the company has arranged increased banking facilities and has taken
significant measures to ensure improved management control and trading
performance. These steps, together with the assumed continued support of
the trade creditors, provide the directors with the opinion that it is
appropriate to prepare the financial statements on the going concern
basis.
3. OPERATING LOSS/PROFIT
Operating (loss)/profit is stated after charging/(crediting):
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
31 Jan 99 31 Jan 98
L L
<S> <C> <C>
Directors' emoluments 23,807 28,688
Depreciation 12,769 4,589
(Profit)/Loss on disposal of fixed assets (753) 298
Auditors' fees 1,500 1,500
------ ------
</TABLE>
4. INTEREST RECEIVABLE
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
31 Jan 99 31 Jan 98
L L
<S> <C> <C>
Bank interest receivable 17 -
------ ------
</TABLE>
-8-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
5. TAX ON LOSS/PROFIT ON ORDINARY ACTIVITIES
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
31 Jan 99 31 Jan 98
L L
<S> <C> <C>
In respect of the year:
Corporation tax based on the results
for the year at 21% (1998 - 24/21%) - 1,759
Irrecoverable A.C.T. written off 22,304 -
-------- ------
22,304 1,759
Adjustment in respect of previous years:
Corporation tax (1,534) -
-------- ------
20,770 1,759
-------- ------
-------- ------
</TABLE>
6. DIVIDENDS
The following dividends have been paid in respect of the year:
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
31 Jan 99 31 Jan 98
L L
<S> <C> <C>
Dividends paid on non-equity shares 35,600 42,000
------- ------
------- ------
</TABLE>
Dividends paid are in respect of the Ordinary "A" Shares. These share
are non-equity shares.
Interim dividends of L35,600 (1998-L42,000) paid to holders of the
Ordinary "A" shares were in excess of distributable reserves contrary to
Section 263 of the Companies Act 1989.
Section 263 of the Companies Act 1989 states that a distribution shall
not be made except out of profits available for the purpose. The
dividends of L35,600 include dividends that were paid at a time when the
company had net realised losses and as a consequence they may have been
paid illegally. If so, under Section 277 of the Companies Act 1989 any
member who knew, or had reasonable grounds for believing that the
dividend was illegal is liable to repay the amount they received to the
company.
-9-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
7. TANGIBLE FIXED ASSETS
<TABLE>
<CAPTION>
Fixtures &
Fittings Equipment Total
L L L
<S> <C> <C> <C>
COST
At 1st February 1998 5,366 26,238 31,604
Additions 1,180 18,909 20,089
Disposals - (5,020) (5,020)
------ ------- ------
At 31st January 1999 6,546 40,127 46,673
------ ------- ------
------ ------- ------
DEPRECIATION
At 1st February 1998 805 4,796 5,601
Charge for the year 861 11,908 12,769
On disposals - (753) (753)
------ ------- ------
At 31st January 1999 1,666 15,951 17,617
------ ------- ------
------ ------- ------
NET BOOK VALUE
At 31st January 1999 4,880 24,176 29,056
------ ------- ------
------ ------- ------
At 31st January 1998 4,561 21,442 26,003
------ ------- ------
------ ------- ------
</TABLE>
8. STOCKS
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Raw materials 25,810 22,764
Work in progress 21,799 -
------- ------
47,609 22,764
------- ------
------- ------
</TABLE>
9. DEBTORS
<TABLE>
1999 1998
L L
<S> <C> <C> <C>
Trade debtors 232,547 101,234
Amounts owed by group 69,928 -- 38,509
undertakings
Other debtors 2,698 -
Directors current accounts 10,792 5,368
ACT recoverable against future - 8,749
taxation
Prepayments and accrued income 5,999 5,234
------- -------
321,964 159,094
------- -------
------- -------
</TABLE>
ACT recoverable is in debit to the extent of Lnil (1998 - L8,749). This
will not be recoverable until a mainstream liablility arises in the future.
-10-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
10. CREDITORS: Amounts falling due within one year
<TABLE>
<CAPTION>
1999 1998
L L L L
<S> <C> <C> <C> <C>
Bank loans and overdrafts 10,000 10,000
Trade creditors 308,930 138,705
Other creditors including:
Advance Corporation Tax 25,002 13,404
Corporation tax 3,097 5,198
PAYE and social security 25,915 10,285
VAT 433 20,151
Other Creditors 237,098 42,097
------- ------
291,545 91,135
Accruals and deferred income 32,641 18,762
------- -------
643,116 258,602
------- -------
------- -------
</TABLE>
The following liabilities disclosed under creditors falling due within one
year are secured by the company:
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Bank loans and overdrafts 10,000 10,000
------- -------
------- -------
</TABLE>
11. CREDITORS: Amounts falling due after more than one year
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Bank loans and overdrafts 1,667 11,667
------- -------
------- -------
</TABLE>
The following liabilities disclosed under creditors falling due after more
than one year are secured by the company:
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Bank loans and overdrafts 1,667 11,667
------- -------
------- -------
</TABLE>
-11-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
12. COMMITMENTS UNDER OPERATING LEASES
At 31st January 1999 the company had aggregate annual commitments under
non-cancellable operating leases as set out below.
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
Operating leases which expire:
Within 1 year 15,530 -
Within 2 to 5 years 15,983 27,091
------- -------
31,513 27,091
------- -------
------- -------
</TABLE>
13. CONTINGENCIES
The company paid interim dividends of L35,600 (1998 - L42,000) to the
holders of the Ordinary "A" shares in excess of distributable reserves.
In the event of a winding up these dividends would be repayable to the
company.
14. TRANSACTIONS WITH THE DIRECTORS
Two directors had overdrawn loan accounts at the balance sheet date. The
closing balances (and maximum amount outstanding during the year) were as
follows: Mr. W. Bridgen L7,326 (L7,326); Mr. S. Sutton L3,383 (L3,383).
These amounts are shown under "Debtors".
-12-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
15. RELATED PARTY TRANSACTIONS
The company was under the control of the directors (Mr. A. P.
Cowler, Mr. W. Bridgen, Mr. S. Sutton and Mr. J. C. Beckett) and Network
Solutions Group Limited throughout the year. The four directors are also
the sole directors of Network Solutions Group Limited as well as Network
Solutions (Northern) Limited.
During the year the company sold goods and services to Network Solutions
(Northern) Limited amounting to L130,161 (1998 - L1,890). During the year
the company also purchased goods and services from Network Solutions
(Northern) Limited amounting to L640 (1998 - L291). At the balance sheet
date L69,364 (1998 - L38,509) was owed to the company by Network Solutions
(Northern) Limited. The company was also owed L563 (1998 - L8) by Network
Solutions Group Limited at the balance sheet date.
Mr. A. P. Cowler is a director of and has a controlling interest in The
Surrey Design Partnership Limited. During the year the company purchased
goods and services from The Surrey Design Partnership Limited amounting
to L1,840 (1998 - L7,299). During the year the company also made sales to
The Surrey Design Partnership Limited of LNil (1998 - L2,631). There were
no trading balances outstanding between the companies at the balance
sheet date.
The company also operates a loan account with The Surrey Design
Partnership Limited. At the balance sheet date L237,098 is owing to The
Surrey Design Partnership Limited. This amount is shown within
"Creditors: amounts falling due within one year".
Mr. J. C. Beckett is a director of and has a controlling interest in
Total Data Communications Limited. During the year the company purchased
goods and services from Total Data Communications Limited amounting to
L71,891 (1998 - L85,778). At the balance sheet date L26,080 was owing to
Total Data Communications Limited.
Mr. A. P. Cowler and Mr. I. C. Cocks are directors of Bastin Stone
Enterprises Limited and have a controlling interest in the company.
During the year the company purchased goods and services from Bastin
Stone Enterprises Limited amounting to L8,009 (1998 - L50). At the balance
sheet date L8,664 was owing to Bastin Stone Enterprises Limited.
Mr. I. C. Cocks has a controlling interest in Taylor Cocks (formerly
Cocks & Co.). During the year the company acquired services from Taylor
Cocks amounting to L27,911 (1998 - L26,084). During the year the company
also sold goods to Taylor Cocks amounting to L1,682 (1998 - L300). At the
balance sheet date L22,419 was owing to Taylor Cocks.
16. SHARE CAPITAL
AUTHORISED SHARE CAPITAL:
<TABLE>
<CAPTION>
1999 1998
L L
<S> <C> <C>
10,000 Ordinary shares of L1 each 10,000 10,000
100 Ordinary 'A' shares of L1 each 100 100
------ ------
10,100 10,100
------ ------
------ ------
</TABLE>
-13-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED 31st JANUARY 1999
16. SHARE CAPITAL (CONTINUED)
ALLOTTED, CALLED UP AND FULLY PAID:
<TABLE>
<CAPTION>
1999 1998
No. L No. L
<S> <C> <C> <C> <C>
Ordinary shares 100 100 100 100
Ordinary 'A' shares 20 20 20 20
----- ----- ----- -----
120 120 120 120
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
The Ordinary 'A' Shares do not receive voting rights and do not have a
right to participate in a surplus in a winding up of the company as
calculated by reference to the company's assets or profits.
17. PROFIT AND LOSS ACCOUNT
<TABLE>
<CAPTION>
Period from
YEAR TO 1 Jan 97 to
31 JAN 99 31 Jan 98
L L
<S> <C> <C>
Balance brought forward (39,450) 2,709
Retained loss for the financial year (173,415) (42,159)
--------- --------
Balance carried forward (212,865) (39,450)
--------- --------
--------- --------
</TABLE>
18. ULTIMATE PARENT COMPANY
The ultimate parent company is Network Solutions Group Limited - a
company incorporated within the UK.
-14-
<PAGE>
NETWORK SOLUTIONS LIMITED
MANAGEMENT INFORMATION
YEAR ENDED 31st JANUARY 1999
THE FOLLOWING PAGES DO NOT FORM PART OF THE STATUTORY FINANCIAL STATEMENTS
WHICH ARE THE SUBJECT OF THE AUDITORS' REPORT ON PAGE 4.
-15-
<PAGE>
NETWORK SOLUTIONS LIMITED
DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
31 Jan 99 31 Jan 98
L L L L
<S> <C> <C> <C> <C>
TURNOVER 1,031,326 884,623
COST OF SALES
Opening stock and WIP 22,764 1,348
Purchases 545,146 445,574
Direct wages (inc. sales commissions) 266,079 219,174
Subcontract 41,300 42,100
Research and development 35,507 -
-------- --------
910,796 708,196
Closing stock and WIP (47,609) (22,764)
-------- --------
863,187 685,432
--------- --------
GROSS PROFIT 168,139 199,191
OVERHEADS
Distribution costs 63,526 38,640
Administrative expenses 213,724 156,187
-------- --------
(277,250) (194,827)
--------- --------
OPERATING (LOSS)/PROFIT (109,111) 4,364
Bank interest receivable 17 -
--------- --------
(109,094) 4,364
Interest payable and similar charges (7,951) (2,764)
--------- --------
(LOSS)/PROFIT ON ORDINARY ACTIVITIES (117,045) 1,600
--------- --------
--------- --------
</TABLE>
-16-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
31 Jan 99 31 Jan 98
L L L L
<S> <C> <C> <C> <C>
DISTRIBUTION COSTS
Freight and carriage 5,627 1,383
Vehicle hire 33,007 35,304
Exhibition costs and advertising 24,892 1,953
------- -------
63,526 38,640
------- -------
------- -------
ADMINISTRATIVE EXPENSES
PERSONNEL COSTS:
Directors salaries 23,807 28,688
Directors NIC 1,680 4,208
------ ------
25,487 32,896
ESTABLISHMENT EXPENSES:
Rent 10,421 10,009
Rates and water 3,913 3,865
Light and heat 1,475 1,315
Insurance 13,302 7,543
Repairs and maintenance 1,423 1,422
------ ------
30,534 24,154
GENERAL EXPENSES:
Motor expenses 25,224 22,280
Travel and subsistence 14,291 6,888
Telephone 30,186 19,746
Internet and computer services 3,063 -
Printing, stationery and postage 7,402 2,893
Sundry expenses 2,191 2,940
Laundry and cleaning 1,804 997
Entertaining 3,822 4,083
Legal and professional fees 6,862 2,957
Accountancy fees 36,716 28,473
Auditors remuneration 1,500 1,050
Depreciation 12,769 4,589
(Profit)/Loss on disposal of fixed assets (753) 298
------ ------
145,077 97,194
FINANCIAL COSTS:
Bad debts written off 10,336 -
Bank charges 2,290 1,943
------ ------
12,626 1,943
------- -------
213,724 156,187
------- -------
------- -------
</TABLE>
-17-
<PAGE>
NETWORK SOLUTIONS LIMITED
NOTES TO THE DETAILED PROFIT AND LOSS ACCOUNT
YEAR ENDED 31st JANUARY 1999
<TABLE>
<CAPTION>
Period from
Year to 1 Jan 97 to
31 Jan 99 31 Jan 98
L L
<S> <C> <C>
INTEREST PAYABLE AND SIMILAR CHARGES
Bank interest payable 540 157
Interest on other loans 2,872 2,495
Interest on overdue tax 4,593 112
------ ------
7,951 2,764
------ ------
------ ------
</TABLE>
-18-
