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Previous: LUDLUM CONSTRUCTION CO INC, 10KSB40, EX-27, 2000-06-05 |
Next: SECURITY OF PENNSYLVANIA FINANCIAL CORP, SC 13D/A, 2000-06-05 |
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 30, 2000
TELTRAN INTERNATIONAL GROUP, LTD.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 0-25641 11-3172507
--------------- --------------------- -------------------
(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
One Penn Plaza, Suite 4430, New York, New York 10119
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 643-1283
--------------
================================================================================
<PAGE>
Item 7 of the current report on Form 8-K, filed March 29, 2000 is hereby
amended to read in its entirety as follows:
Item 7. Financial Statements, Pro-Forma Information and Exhibits
(a) Financial Statements of Business Acquired
-----------------------------------------
Reference is made to index included with the Financial Statements
attached.
(b) Pro Forma Financial Information
-------------------------------
Reference is made to index included with the Financial Statements
attached.
(c) Exhibits
--------
10.23 Agreement for Sale and Purchase of Part of the Business of The Web
Factory Limited dated as of among The Web Factory Limited, Castlegate 133
Limited, Teltran International Group, Ltd. and Datatec Limited dated
March 15, 2000.
<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements are based on the
consolidated financial statements of Teltran International Group, Ltd. and
Subsidiaries and the Web Factory Ltd. combined and adjusted to give effect to
the acquisition.
The following unaudited pro forma combined statement of operations for Teltran
International Group, Ltd. and Subsidiaries consists of actual operating results
for the year ended December 31, 1999 for Teltran and year ended (unaudited)
December 31, 1999 for The Web Factory Ltd. and gives effect to the acquisition
as if it had occurred at the beginning of the period.
The following unaudited pro forma combined balance sheet at December 31, 1999
gives effect to the acquisition as if it had occurred on such date and was
prepared based upon the consolidated balance sheet of Teltran International
group Ltd. and Subsidiaries as of December 31, 1999 and the Web Factory Ltd. as
of December 31, 1999 (unaudited).
The unaudited pro forma combined financial statements are not necessarily
indicative of the results of operations for financial position of the combined
company that would have occurred had the acquisition occurred at the beginning
of the period presented or on the date of indicated, nor are they necessarily
indicative of future operating results or financial position.
The unaudited pro forma adjustments are based upon information and assumptions
included in the notes to the unaudited pro forma combined financial statements.
Teltran International Group and the Web Factory Ltd. believe the pro forma
assumptions are reasonable under the circumstances.
<PAGE>
TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
As of December 31, 1999
<TABLE>
<CAPTION>
Web Factory Limited
----------------------------
At December 31, 1999
----------------------------
Teltran Pounds U.S. $ Adjustments
----------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Current Assets:
Cash $ 3,823,468 -- $ -- $(1,367,611)a
Accounts receivable 978,037 -- -- --
Prepaid expenses 192,466 20,000 32,426
Loans and exchanges -- --
----------- ----------- ----------- -----------
Total current assets 4,993,971 20,000 32,426 (1,367,611)
----------- ----------- ----------- -----------
Fixed Assets:
Machinery & Equipment, net of accumulated depreciation 1,094,816 3,000,000 4,863,900
----------- ----------- ----------- -----------
Other Assets:
Goodwill - net of amortization 229,564 -- --
Security deposits 50,705 --
Investment 4,000,000 5,031,736 a
Organization expense - net of amortization -- --
----------- ----------- ----------- -----------
Total other assets 4,280,269 -- -- 5,031,736
----------- ----------- ----------- -----------
Total assets $10,369,056 3,020,000 $ 4,896,326 $ 3,664,125
=========== =========== =========== ===========
<CAPTION>
Combined
-----------
<S> <C>
Current Assets:
Cash $ 2,455,857
Accounts receivable 978,037
Prepaid expenses 224,892
Loans and exchanges --
-------------
Total current assets 3,658,786
-------------
Fixed Assets:
Machinery & Equipment, net of accumulated depreciation 5,958,716
-------------
Other Assets:
Goodwill - net of amortization 229,564
Security deposits 50,705
Investment 9,031,736
Organization expense - net of amortization --
-------------
Total other assets 9,312,005
-------------
Total assets $18,929,507
=============
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
Teltran Pounds U.S. $
------------ ------------ ------------
<S> <C> <C> <C>
Current Liabilities:
Loan payable $ 97,818 3,019,999 $ 4,896,324
Accounts payable, accrued expenses and taxes payable 2,069,556 -- --
Corporation taxes payable 16,090 --
------------ ------------ ------------
Total current liabilities 2,183,464 3,019,999 4,896,324
------------ ------------ ------------
Long-Term Liabilities:
Long - term debt 50,449 -- --
Loans payable - stockholders' 1,245 --
------------ ------------ ------------
Total long-term liabilities 51,694 -- --
------------ ------------ ------------
Total liabilities 2,235,158 3,019,999 4,896,324
------------ ------------ ------------
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.001 par value per share, 5,000,000 shares
authorized and -0- issued and outstanding
Common stock, $.001 par value per share, 50,000,000 shares
authorized and 16,420,983 issued
and outstanding 16,421 -- --
Additional paid in capital in excess of par value 20,795,070 -- --
Deficit (11,988,871) 1 2
Note receivable (391,219) --
Stock subscription receivable (295,312)
Translation adjustment (2,191) -- --
------------ ------------ ------------
Total stockholders' equity 8,133,898 1 2
------------ ------------ ------------
Total liabilities and stockholders' equity $ 10,369,056 3,020,000 $ 4,896,326
============ ============ ============
<CAPTION>
Adjustments Combined
----------- ------------
<S> <C> <C>
Current Liabilities: $ 3,664,125 a $ 8,658,267
-- 2,069,556
Loan payable 16,090
Accounts payable, accrued expenses and taxes payable ----------- ------------
Corporation taxes payable 3,664,125 10,743,913
----------- ------------
Total current liabilities
50,449
Long-Term Liabilities: 1,245
Long - term debt ----------- ------------
Loans payable - stockholders' -- 51,694
----------- ------------
Total long-term liabilities 3,664,125 10,795,607
----------- ------------
Total liabilities
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.001 par value per share, 5,000,000 shares
authorized and -0- issued and outstanding
Common stock, $.001 par value per share, 50,000,000 shares
authorized and 16,420,983 issued
and outstanding -- 16,421
Additional paid in capital in excess of par value -- 20,795,070
Deficit -- (11,988,871)
Note receivable (391,219)
Stock subscription receivable (295,312)
Translation adjustment -- (2,191)
----------- ------------
Total stockholders' equity -- 8,133,900
----------- ------------
Total liabilities and stockholders' equity $ 3,664,125 $ 18,929,507
=========== ============
</TABLE>
See accompanying notes to unaudited pro forma combined financial statements
<PAGE>
TELTRAN INTERNATIONAL GROUP, LTD. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 1999
<TABLE>
<CAPTION>
Web Factory Limited
------------------------------------------
At December 31, 1999
------------------------------------------
Teltran Pounds U. S. $ Combined
---------------------- ------------------- -------------------- ---------------
<S> <C> <C> <C> <C>
Revenues:
Sales $ 2,453,189 941,419 $ 1,562,756 $ 4,015,945
Miscellaneous -- --
----------- ----------- ----------- -----------
2,453,189 941,419 1,562,756 4,015,945
Cost of Sales:
Purchases 1,944,849 538,907 894,586 2,839,435
----------- ----------- ----------- -----------
Gross profit 508,340 402,512 668,170 1,176,510
----------- ----------- ----------- -----------
Expenses:
Salaries 738,397 -- 738,397
Professional fees 411,362 -- 411,362
Bad debts 398,067 398,067
Fees - other 95,039 -- 95,039
Payroll taxes 26,167 -- 26,167
Leasing expense 13,834 -- 13,834
Travel 168,257 -- 168,257
Insurance 41,297 -- 41,297
Rent 153,440 -- 153,440
Office expense 21,208 -- 21,208
Miscellaneous 25,089 -- 25,089
Maintenance costs 2,030 -- 2,030
Printing 39,825 39,825
Commissions 21,538 21,538
Depreciation 6,785 -- 6,785
Registration fees 16,135 -- 16,135
Business development 70,304 -- 70,304
Telephone 140,532 -- 140,532
Contributions 1,450 -- 1,450
Advertising 206,709 -- 206,709
Joint venture expense 4,150 4,150
Amortization expense 6,094 6,094
Allocated expenses -- 634,174 1,052,729 b 1,052,729
----------- ----------- ----------- -----------
Total expenses 2,607,709 634,174 1,052,729 3,660,438
----------- ----------- ----------- -----------
(Loss) from operations (2,099,369) (231,662) (384,559) (2,483,928)
Interest expense 17,154 -- 17,154
----------- ----------- ----------- -----------
(Loss) before other expense and
provision for income taxes (2,116,523) (231,662) (384,559) (2,501,082)
Other expense:
(Loss) from joint venture (104,653) (104,653)
----------- ----------- ----------- -----------
(Loss) before provision
for income taxes (2,221,176) (231,662) (384,559) (2,605,735)
Provision for income taxes 18,743 -- -- 18,743
----------- ----------- ----------- -----------
Net (loss) $(2,239,919) (231,662) $ (384,559) $(2,624,478)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to unaudited pro forma combined financial statements
<PAGE>
THE WEB FACTORY LIMITED
REPORT AND FINANCIAL STATEMENTS
31 MARCH 1999
<PAGE>
THE WEB FACTORY LIMITED
REPORT AND FINANCIAL STATEMENTS 1999
CONTENTS
Page
Officers and professional advisers 1
Directors' report 2
Statement of directors' responsibilities 3
Auditors' report 4
Profit and loss account 5
Balance sheet 6
Notes to the accounts 7
<PAGE>
THE WEB FACTORY LIMITED
REPORT AND FINANCIAL STATEMENTS 1999
OFFICERS AND PROFESSIONAL ADVISERS
DIRECTORS
A. Harvey
Mrs. P. Morris
S.J. Griffiths
E. Ferriman (appointed 1 December 1998)
J. Montanana (appointed 1 December 1998)
J. James (appointed 1 December 1998)
SECRETARY
A. Harvey
REGISTERED OFFICE
APV Building
Speedwell Road
Parkhouse Industrial Estate East
Newcastle
Staffordshire
ST5 7RG
AUDITORS
Deloitte & Touche
Chartered Accountants
Columbia Centre
Market Street
Bracknell
Berkshire
RG12 1PA
<PAGE>
THE WEB FACTORY LIMITED
DIRECTORS' REPORT
The directors present their annual report and the audited financial statements
for the year ended 31 March 1999.
ACTIVITIES
The principal activity of the company in the year under review was that of
provision of communication solutions and software authority.
REVIEW OF DEVELOPMENTS AND FUTURE PROSPECTS
The results for the year and financial position of the Company are as shown in
the annexed financial statements. The directors remain optimistic about the
Company's future prospects.
DIVIDENDS
No dividends will be distributed for the year ended 31 March 1999 (1998-nil).
YEAR 2000
The directors of the company recognize the significance of this issue, and
believe they have taken sufficient measures to mitigate all significant risks,
the costs of which are not expected to be material.
DIRECTORS AND THEIR INTERESTS
The beneficial interest of the directors holding office during the year in the
issued share capital of the company were as follows:
Ordinary shares of 10p each
31 March 1999 1 April 1998
A. Harvey 90 135
Mrs. P.Morris 90 135
S.J.Griffiths 90 135
E. Ferriman - -
J. Montanana - -
J. James - -
No directors held any disclosable interests in any other group companies during
the year.
RESEARCH AND DEVELOPMENT
The company undertakes an on-going programme of research and development
activities in the areas of communication solutions and software authority.
AUDITORS
Deloitte & Touche were appointed as auditors during the year. They have
expressed their willingness to continue in office and a resolution to reappoint
them will be proposed at the forthcoming Annual General Meeting.
Approved by the Board of Directors
and signed on behalf of the Board
A. Harvey
Secretary
<PAGE>
THE WEB FACTORY LIMITED
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
company as at the end of the financial year and of the profit or loss of the
company for that period. In preparing those financial statements, the directors
are required to:
I. select suitable accounting policies and then apply them consistently:
II. make judgments and estimates that are reasonable and prudent:
III. 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 of 1985. They 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.
<PAGE>
AUDITORS' REPORT TO THE MEMBERS OF
THE WEB FACTORY LIMITED
We have audited the financial statements on pages 5 to 11 which have been
prepared under the accounting policies set out on page 7.
Respective responsibilities of directors and auditors
As described on page 3, the company's directors are responsible for the
preparation of 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 judgments 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 company's affairs at 31 March 1999 and of its loss for the year then
ended and have been properly prepared in accordance with the Companies Act 1985.
Deloitte & Touche
Chartered Accountants and Registered Auditors
27 July 1999
<PAGE>
THE WEB FACTORY LIMITED
NOTES TO THE ACCOUNTS
Year ended 31 March 1999
1. ACCOUNTING POLICIES
The financial statements are prepared in accordance with applicable
accounting standards. The particular accounting policies adopted are
described below.
Accounting convention
The financial statements are prepared under the historical cost convention.
Tangible fixed assets
Depreciation is provided on cost in equal annual installments over the
estimated useful lives of the assets. The rates of depreciation re as
follows:
Fixtures and fittings 15% per annum
Computer hardware 33 1/3% per annum
Computer software 50% per annum
Stocks
Stocks are stated at the lower of cost and net realizable value. Net
realizable value if based on estimated selling price less all further costs
to completion and all relevant marketing, selling and distribution costs.
Deferred taxation
Deferred taxation is provided on timing differences, arising from the
different treatment of items for accounts and taxation purposes, which are
expected to reverse in the future, calculated at rates at which it is
estimated that tax will arise.
Leases
Assets obtained under finance leases and hire purchase contracts are
capitalized at their fair value on acquisition and depreciated over their
estimated useful lives. The finance charges are allocated over the period
of the lease in proportion to the capital element outstanding.
Operating lease rentals are charged to the profit and loss account in equal
annual amounts over the lease term.
<PAGE>
THE WEB FACTORY LIMITED
NOTES TO THE ACCOUNTS
Year ended 31 March 1999
1. ACCOUNTING POLICIES (CONTINUED)
Comparative figures
The ensure consistency of presentation, certain comparative figures have
been restated where appropriate.
Research and development
All research and development expenditure is charged to the profit and loss
account as incurred.
2. TURNOVER
Turnover, all of which arises in the United Kingdom, is derived from the
provision of communication solutions and software authority.
Seven months
ended
31 March
1999 1998
(pound) (pound)
With third parties 2,401,521 1,047,869
Within the group 236,910 -
---------- ------------
2,638,431 1,047,869
========== ============
3. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
Seven months
ended
31 March
1999 1998
(pound) (pound)
Directors' involvements
Remuneration 162,926 121,118
======= ========
<PAGE>
THE WEB FACTORY LIMITED
NOTES TO THE ACCOUNTS
Year ended 31 March 1999
3. INFORMATION REGARDING DIRECTORS AND EMPLOYEES (CONTINUED)
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
No. No.
Average number of persons employed
Directors 3 5
Sales 10 6
Administration 8 6
Production 36 25
-------------- ------------
57 42
-------------- ------------
Staff costs during the year (including directors) (pound) (pound)
Wages and salaries 1,299,888 468,802
Social security costs 119,422 44,815
-------------- --------------
1,419,310 513,617
============== ==============
4. OPERATING LOSS
Seven months
ended
31 March
1999 1998
(pound) (pound)
Operating loss is after charging:
Hire of plant and machinery 4,912 47,568
Hire of motor vehicles 77,050 33,092
Depreciation - owned assets 125,220 51,599
Auditors' remuneration 14,000 21,462
Foreign exchange differences - 1,586
Operating leases - land and buildings 46,816 18,095
Operating leases - other assets 193,516 80,660
</TABLE>
<PAGE>
THE WEB FACTORY LIMITED
NOTES TO THE ACCOUNTS
Year ended 31 March 1999
5. INTEREST PAYABLE AND SIMILAR CHARGES
<TABLE>
<CAPTION>
Seven months
ended
31 March
1999 1998
(pound) (pound)
Bank loans, overdrafts and other loans 25,120 7,517
=========== ==========
6. TANGIBLE FIXED ASSETS
Fixtures and Computer Computer
fittings hardware software Total
Cost (pound) (pound) (pound) (pound)
<S> <C> <C> <C> <C> <C>
At 1 April 1998 43,010 302,885 - 345,895
Additions 17,753 50,843 20,173 88,769
---------- ---------- ---------- -----------
At 31 March 1999 60,763 353,728 20,173 434,664
---------- ---------- ---------- -----------
Accumulated depreciation
At 1 April 1998 4,013 136,810 - 140,823
Charge for the year 9,470 110,317 5,433 125,220
---------- ---------- ---------- -----------
At 31 March 1999 13,483 247,127 5,433 266,043
---------- ---------- ---------- -----------
Net book value
At 31 March 1999 47,280 106,601 14,740 168,621
========== ========== ========== ===========
At 31 March 1998 38,997 166,075 - 205,072
========== ========== ========== ===========
7. STOCKS
1999 1998
(pound) (pound)
Finished goods 12,451 10,816
Work in progress - 20,000
----------- -----------
12,451 30,816
----------- -----------
</TABLE>
<PAGE>
THE WEB FACTORY LIMITED
NOTES TO THE ACCOUNTS
Year ended 31 March 1999
<TABLE>
<CAPTION>
8. DEBTORS
1999 1998
(pound) (pound)
<S> <C> <C>
Trade debtors 578,448 516,129
Amounts owed by fellow subsidiary undertakings 67,136 -
Other debtors 9,186 1,238
Prepayments and accrued income 157,632 62,760
---------- -----------
812,402 580,127
========== ==========
9. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
1999 1998
(pound) (pound)
Bank loans and overdrafts 304,724 211,877
Trade creditors 571,434 396,103
Amounts owed to group undertakings
Parent company 18,229 14,609
Other 28,298 -
Other taxes and social security 57,338 92,052
Other creditors 1,102 -
Accruals and deferred income 143,293 138,348
---------- ----------
1,124,418 852,989
========= ==========
10. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
1999 1998
(pound) (pound)
Bank loans - 25,000
Amounts owed to parent company 900,000 900,000
---------- ----------
900,000 925,000
========== ==========
11. CALLED UP SHARE CAPITAL
1999 1998
(pound) (pound)
Authorised
1,000,000 ordinary shares of 10p each 100,000 100,000
========== =========
Called up, allotted and fully paid
1,810 ordinary shares of 10p each 181 181
========== ==========
</TABLE>
<PAGE>
THE WEB FACTORY LIMITED
NOTES TO THE ACCOUNTS
Year ended 31 March 1999
12. OPERATING LEASE COMMITMENTS
At 31 March 1999 the company was committed to making the following
operating lease payments in the following year:
<TABLE>
<CAPTION>
1999 1998
Land and Land and
Buildings Other Buildings Other
(pound) (pound) (pound) (pound)
Leases which expire:
<S> <C> <C> <C> <C>
Within one year- 181,319 -
Within 2 to 5 years 51,200 - 42,560 30,910
After 5 years 13,500 - 13,500 160,359
----------- ---------- ----------- ----------
64,700 181,319 56,060 191,269
=========== ========== =========== ==========
</TABLE>
13. ULTIMATE PARENT COMPANY
The immediate and ultimate parent and controlling party of The Web Factory
Limited is Datatec Limited, a company incorporated in South Africa. The
accounts of Datatec Limited may be obtained from P.O. Box 76226, Wendywood
2144, South Africa.
16. RELATED PARTY DISCLOSURES
<TABLE>
<CAPTION>
Level of Balance at
Relationship Nature of transactions transactions 31 March 1999
(pound) (pound)
<S> <C> <C> <C>
Debtors
Parent Intercompany trading 166,339 16,164
Fellow group subsidiaries Intercompany trading 70,571 50,972
Creditors
Parent Intercompany trading - (18,229)
Fellow group subsidiaries Intercompany trading 58,703 (23,298)
Parent Loan - (900,000)
</TABLE>
<PAGE>
THE WEB FACTORY LIMITED
PROFIT AND LOSS ACCOUNT
Year ended 31 March
<TABLE>
<CAPTION>
Seven months
ended
31 March
NOTE 1999 1998
(pound) (pound)
<S> <C> <C> <C>
TURNOVER 2,638,431 1,047,869
Cost of sales 2 (1,209,097) (603,120)
---------- ----------
Gross profit 1,429,334 444,749
Distribution costs -- (4,529)
Administrative expenses (1,777,344) (789,215)
---------- ----------
OPERATING LOSS 4 (348,010) (348,995)
Interest receivable 5,349 1,685
Interest payable and similar charges 5 (25,120) (7,517)
---------- ----------
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION (367,781) (354,827)
Tax on loss on ordinary activities -- --
---------- ----------
LOSS ON ORDINARY ACTIVITIES
AFTER TAXATION FOR THE
FINANCIAL YEAR (367,781) (354,827)
Retained loss brought forward (943,994) (589,167)
---------- ----------
Retained loss carried forward (1,311,775) (943,994)
========== ==========
</TABLE>
All amounts derive from continuing activities. There are no recognized gains or
losses for the current financial year or preceding financial period other than
as stated above and accordingly no statement of total recognized gains and
losses is presented.
<PAGE>
THE WEB FACTORY LIMITED
BALANCE SHEET
31 March
<TABLE>
<CAPTION>
NOTE 1999 1998
(pound) (pound)
<S> <C> <C> <C>
FIXED ASSETS
Tangible assets 6 168,621 205,072
------------ ------------
CURRENT ASSETS
Stocks 7 12,451 30,816
Debtors 8 812,402 580,127
Cash at bank and in hand 2,172 300,983
------------ ------------
827,025 911,926
CREDITORS: amounts falling due
within one year 9 (1,124,418) (852,989)
------------ ------------
NET CURRENT (LIABILITIES)/ASSETS (297,393) 58,937
------------ ------------
TOTAL ASSETS LESS CURRENT
LIABILITIES (128,772) 264,009
CREDITORS: amounts falling due
after more than one year 10 (900,000) (925,000)
------------ ------------
(1,028,772) (660,991)
------------ ------------
CAPITAL AND RESERVES
Called up share capital 11 181 181
Share premium 282,822 282,822
Profit and loss account (1,311,775) (943,994)
------------ ------------
EQUITY SHAREHOLDERS' FUNDS (1,028,772) (660,991)
============ ============
</TABLE>
These financial statements were approved by the Board of Directors on 27 July
1999.
Signed on behalf of the Board of Directors
P. Morris
Director
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