Preliminary Results

RTS NetWorks Group PLC
13 June 2001

             
                                                        13 June 2001


                        RTS NETWORKS GROUP PLC
                   ('RTS NetWorks' or  'the Group')
                                   
   Preliminary Results for the sixteen months ended 31 December 2000


The Board of RTS NetWorks, provider of next-generation e- and  m-
business solutions, announces its first Preliminary Results since
the company floated on AIM.

Highlights

*  The Group achieved turnover of £6.074 million with revenue growing
   by 45 per cent. in the second half of 2000 over the previous seven
   months.

*  The Group focus is now on the sale and licensing of software
   products to complement the customised development and consultancy
   business.

*  During the period the Group's client list grew threefold  to
   include: Amadeus, Cannes Exhibition Centre, Colt Telecom, Conseil
   General  des  Alpes-Maritimes,  Conventum  Bank,  Distractions,
   Entertainment UK (Kingfisher Group), FIM Bankers, Finnish Ministry of
   Finance, Finnish Post Office, France Telecom, Granada, Helsinki City,
   Lagardere, Merck Sharpe & Dohme, Motorola, Nissan, Nokia Networks,
   Powerhouse, Reuters, Rivals, Tesco, Thames Water, Total/Fina/Elf, TNT
   and the US National Guard.

*  A major launch of products and components for multi-channel
   usage  has started including RTSe Investor Framework,  Commerce
   Management Suite, Synchronicity CMS Version 2, and XML Site Kit.

*  The Company has built and strengthened strategic partnerships with
   operators, manufacturers and software companies, including  the
   selection by IBM as one of only 13 m-commerce partners in Europe.

Bernard  Fisher,  Chairman,  commented:  'Our  business  model  is
evolving from consulting and service revenues towards the sale and
licensing  of software products. The intended impact  will  be  to
increase our margins, develop services for more customers with the
same  resources  and generate recurring revenue through  licensing
and maintenance.'


                                   
For further information please contact:

RTS NetWorks Group PLC                               020 7749 5000
Bernard Fisher, Chairman

Square Mile BSMG Worldwide                           020 7601 1000
Nick Oborne/Sally Lewis



                                                        13 June 2001


                        RTS NETWORKS GROUP PLC
                   ('RTS NetWorks' or  'the Group')
                                   
   Preliminary Results for the sixteen months ended 31 December 2000

Chairman's Statement

We  entered  2000, our first full year of trading on the Alternative
Investment Market of the London Stock Exchange with a strategy:
*   to build up the Group;
*   to invest in emerging technologies;
*   to lay the groundwork for profitability in 2001/2; and
*   prepare the Group for sustainable longer term growth.

Market  conditions have had an impact on our trading and operations,
but  these fluctuations were not  totally unexpected.  I am  pleased
to  report that I believe we are still largely on track in achieving
our objectives, albeit over a slightly longer timeframe:

Building  the  Group:  We  have integrated  12  businesses  in  four
countries,   with  the  implementation  of  common  management   and
reporting systems, technical infrastructure and tools.

New  technology: At the time of flotation, Internet development was
an  immature market, and wireless solutions were little more than  a
concept.   Not  only have we developed a substantial  competence  in
multi-channel applications, but have built an impressive library  of
software  components and products, acquiring solid client references
in major vertical markets.

Profitability:  Following  initial  investment  in  integration  and
Research & Development (R&D), the objective has always been to bring
the  Group  progressively  closer to  underlying  profitability.   A
general market slowdown in the fourth quarter of 2000 impacted short-
term revenues, but has not caused us to modify this objective.   Out
of R&D and client projects, we have developed four product lines and
a software library of over 100 documented components.  These will be
used  to  improve efficiency and margin and provide  customers  with
even  more cost-effective, flexible and timely solutions in an  ever
more rapidly evolving marketplace.

Growth:  Since admission to AIM our client base has grown  threefold
and  we  have  won  several contracts in excess of £250,000.  Market
conditions  have led us to be more cautious in our plans for  growth
through mergers and acquisitions, although we anticipate that  these
conditions  may  create  some  opportunities  for  acquisitions.  We
continue  to  plan for growth, both organic and through mergers  and
acquisitions where they can be accretive to earnings or  where  they
improve  the  Group's  geographic  footprint  or  services  to   our
international customers.

Financial highlights
The  Group  achieved turnover for the period of  £6.1  million  with
expenditure  of £15.0 million resulting in a net operating  loss  of
£8.9   million  before  goodwill  amortisation  and  impairment   of
intangible  fixed assets. In the second half of 2000, revenues  grew
45% over the previous seven months. Further details can be found  in
the Financial Review.

Outlook
We  believe that the second half of 2001 will be a turning point for
the Group.

We  have  begun  a  launch  of  software  products  and  components,
principally  developed  last  year,  including  Investor  Framework,
Commerce Management Suite, Synchronicity CMS Version 2, and XML Site
Kit.  Our  products are now all being designed with  'multi-channel'
usage: for PC's, handheld phones and other devices.

Our  business model is evolving from consulting and service revenues
towards  the  sale and licensing of software products. The  intended
impact  will be to increase our margins, develop services  for  more
customers  with  the same resources and generate  recurring  revenue
through licensing and maintenance.

In  the  first quarter of 2001, we signed significant orders in  the
portal  and  wireless sectors of our market place.  We  believe  our
selection  by  IBM  as one of only 13 strategic m-commerce  partners
worldwide, alongside much larger corporations, confirms our position
in  the  industry.  This year we will further  extend  our  wireless
skills, currently strongest in Finland, across all our business  and
product lines.  Revenues in the first quarter of 2001 grew more than
70%  over  the same period last year, with 20% organically  and  50%
through acquisitions.

While we have won two large contracts in France, the pipeline of new
business  in  that  territory remains weak and a  review  of  French
operations is in hand.

I  would like to thank all our investors for their continued support
in  a  year of change and consolidation.  I also extend the  Board's
thanks  to  our  talented  managers  and  staff,  whose  skills  and
dedication have shaped and enhanced our reputation.

Bernard Fisher
Chairman

12 June 2001

Review of Operations

Overview
Following a first half largely dedicated to the integration of  12
businesses that we acquired both at the time of flotation on  the
Alternative  Investment Market and thereafter, the  priorities  of
2000 were to:
*  build  our client base, in particular to increase the size and
   value of projects;
*  develop our alliance programme: a smaller number of partners, but
   for higher expected commercial return;
*  increase the profitability of operations and projects;
*  focus the Company's R&D into clearly identified vertical markets,
   with a planned launch for products and components; and
*  progress our wireless business from the early adopter  stage
  (demo's and prototypes) to that of major projects.

Commercial base and partnerships
Demand  for  our components and services continued to grow  during
the  period  and  our client base has grown more  than  threefold.
During  the second half of 2000, the growth rate slowed as clients
approached us with larger, more strategic projects. The impact  of
this  trend  was announced in December 2000.   Despite  this,  the
Group  achieved revenue growth during the second half of  2000  of
45% over the previous seven months.

Our client list now includes:

Amadeus,  Cannes Exhibition Centre, Colt Telecom, Conseil  General
des  Alpes-Maritimes, Conventum Bank, Distractions,  Entertainment
UK  (Kingfisher Group), FIM Bankers, Finnish Ministry of  Finance,
Finnish  Post  Office,  France Telecom,  Granada,  Helsinki  City,
Lagardere, Merck Sharpe & Dohme, Motorola, Nissan, Nokia Networks,
Powerhouse,  Reuters, Rivals, Tesco, Thames Water, Total/Fina/Elf,
TNT and the US National Guard.

We  have  worked to strengthen and exploit key alliances resulting
in  IBM  selecting  RTSe as a strategic partner in  their  mobile-
commerce  initiative.  We continue to be an active member  of  the
influential  industry  forum  and contribute  to  the  setting  of
standards for the wireless industry.  Additionally our partner and
alliance network, focused on wireless initiatives, now includes:

BEA,  Brokat,  HP  Mobile  Bazaar, IBM, Microsoft  Windows  Mobile
Solutions Programme, Nokia, Oracle, and Sybase.

Projects  completed  during  the  period  of  particular  interest
include:

Financial Solutions:
*  Conventum: A Finnish financial institution for which we developed
   an Initial Public Offering system providing Internet subscriptions for
   private investors, from the RTSe Investor Framework suite.  Built to
   withstand high volumes, the system also features full integration to
   the Finnish Internet banks for instant payment.
*  Leonia Bank market information system: RTSe provided a complete
   online market information service which is fully integrated into
   Leonia's Internet Bank and Online Trading System.  The service is also
   integrated into the Helsinki Stock Exchange and international market
   information providers for stock market, currency and interest rates.
   Historical graphs and real-time and delayed quotes also feature.
  
Commerce Management:
*  Tesco:   RTSe has been helping Tesco determine its  wireless
   strategy.
*  Thames Water: New Wave Online, a fully-enabled e-commerce site,
   built     with     our    Commerce    Management    components.
   www.newwaveonline.co.uk.

Content Management:
*  Golf  Wits  Portal:  By building RTSe Synchronicity  Content
   Management System into this service, non-technical site managers can
   easily update content as and when they like. www.golfwits.com
*  Minor League Baseball portal: The RTSe Synchronicity Content
   Management System allows the organisation to update information daily,
   resulting in more current, accurate content.
*  Rivals.com:  The sports portal ranked the stickiest site on the
   Internet (Sticky means users stay on the site for longer than on other
   sites).  www.alliancesports.com.

Entertainment:
*  Distractions: An award winning mobile entertainment  portal,
   developed and built with RTSe's multi-channel content management
   system.  The portal offers single and multi-player games, quick-hit
   entertainment, points and community building tools.  Now benefiting
   from new commercial agreements with KPN, BT Cellnet Genie as well as
   Granada Media Group.  www.distractions.co.uk
*  Pori Jazz: A web and wireless portal for the annual jazz festival
   includes content and event information which can be forwarded to mobile
   phones.  This project incorporated RTSe's skills in e-commerce, content
   management and wireless.  www.porijazz.com.
  
R&D and intellectual assets
During  the course of the period, RTSe strengthened the  value  of
the  Group's  intellectual property in financial services,  retail
and  business  to business commerce and competence in  mobile  (m-
commerce and m-business) and content management.

Products and components developed during the period include:

Financial Solutions
*  Portfolio  Management: Stores transaction history  for  user
   portfolio, generates reports and charts performance;
*  Market Information: Presents a variety of information from any
   stock exchange including price, volume, news, plus graphic and analysis
   tools utilising 'push' technology so users do not have to refresh
   screens for the latest information.
  
Commerce Management
*  HDi: Management system for logistics and workflow of fulfilment,
   delivery and installation;
*  E-commerce:  Integrated suite of e-commerce components  with
   supporting content and data maintenance systems;
*  Instore: Customer service oriented Point of Sale system.

Content Management
*  A complete content management system, handling content processes
   and workflow, for multiple contributors and websites.  Version 2 of
   Synchronicity CMS includes XML functionality, and was released in the
   US in May;
*  RTSe XML Site Kit: quick to structure and build, and easy to
   manage, with an intuitive interface.
  
Wireless
*  Wireless Investor: Real time market information systems for mobile
   devices, such as cell phones or personal organisers;
*  Outlook Bridge: Wireless interface to MS Outlook through corporate
   intranets;
*  Route WAP: Wireless application providing interactive routing and
   directions;
*  Wireless Timetable: Wireless application to access and search
   timetable information; and
*  Wireless Enterprise Management: Wireless access to time sheet and
   resource management applications.

Wireless  extensions  to all our product lines  are  currently  in
development.

Thanks   to  judicious  technology  choices  made  in  2000,   and
investment in research and development, RTSe is well-positioned to
meet  the  needs of corporations for multi-channel services  (web,
wireless  and  Digi-TV), that are expected to see high  growth  in
2001 and beyond.

Awards and accolades
Our  position  as  an  industry  leader  was  confirmed  with  the
following   awards   which  demonstrate  our   understanding   and
innovation in multiple channel delivery:
*  Distractions wireless entertainment project.  Winner of the first
   W@P Forum award for best use of WAP in a consumer application;
*  Helsinki City Library project.  Winner of the first Bill and
   Melinda Gates Foundation Access to Learning Award, for innovation in
   setting standards in reducing segregation through technology.

Speakers from RTSe were invited to present at a number of industry
events,  including  the London Stock Exchange,  on  utilising  the
Internet for improving Investor Relations.

Integration
RTS  NetWorks  achieved  the  effective  integration  of  the   12
businesses that provide the nucleus of its skills:

RTSe  Finland  Oy  formed  from  three  technology  companies:  IT
consultant   and  software  developer  Avercom  (1998);   database
integrators  Bitwise (1998) and financial solutions  provider  CGS
(1998).   RTSe Finland is based in in Espoo (Helsinki)  and  forms
the technology centre of the Group.

RTSe   France  formed  from  Internet  consulting  company   Acces
Consultants  (2000); technology solutions and systems  integrators
Insys  Sud  (1999) and Microsoft certified solution  provider  Ove
(1999).   Development and delivery operations are based in  Sophia
Antipolis  (Nice),  with sales and client support  in  Paris.  The
level of activities in France has not met expectations.

RTSe UK formed from four companies providing digital services: web
agency   Cega   Limited  (1999),  design  and   concepts   company
Brainstormers Web Factory Limited (2000), database developer Boxer
IT  Limited  (2000)  and retail and logistics  systems  specialist
Axida  Limited (2000).  Product and solution development  work  is
centred  in  Kingston  upon Hull, with design,  concept  work  and
client support in London

RTSe  USA commenced trading in December 1999, after acquiring  the
SMMS  (Spatial Metadata Management System) technology division  of
RTS  Enabling Technology, Inc. This is not a core activity of  the
Group  and  is  being divested. July 2000 saw the  acquisition  of
Synchronicity,  Inc.,  specialists in database-driven  interactive
portals, e-commerce and web content management.
    
Group management and processes
RTS  NetWorks' policy has been to impose a flexible framework  for
common  processes  and  reporting across the  Group.  Within  this
framework,  business  units  are given considerable  autonomy,  to
serve their markets according to local requirements.

The central management structure has been kept small. Its role is
to set strategy guidelines, pursue mergers and acquisitions, and
co-ordinate R&D, marketing and communication.

Competencies and skills
Staff  currently number around 170 people, with approximately  70%
in  production  (development,  design  and  consultancy)  and  the
remainder  in sales, marketing and administration.   Over  80%  of
staff in Finland, France and the US (and over 60% in the UK)
have   university  degrees  or  equivalent  engineering  diplomas.
Training, professional development and balanced financial incentives are key 
factors  in the recruitment and retention of quality staff.

Market conditions
As  reported  by  many other companies, the  end  of  2000  saw  a
slowdown  in  new  project signoff.  RTS NetWorks  recognised  the
trend  and took action to reduce the cost base as of Q1  2001  and
sharpen  the  focus of the business to concentrate on core  skills
and key clients.

Looking forward
The  operational effort towards profitability remained  on  course
during  the first quarter of 2001 with the receipt of a number  of
significant  orders,  efficiencies  gained  as  a  result  of  the
integrations, as well as industry recognition in our selection  as
a  strategic  m-commerce partner for IBM.  Revenues in  the  first
quarter of 2001 were considerably higher than the same period last
year.

The  priority of our Business Plan is to accelerate the  drive  to
profitability through:
*  increasing revenues through targeted campaigns and a strengthened
   direct sales force;
*  evolving the business model from project fees to licence revenues;
*  expansion of our partner network programme;
*  strengthened marketing; and
*  further reductions in the cost base, whilst retaining the capacity
   for expansion.

Financial Review

Turnover and operating loss
Turnover  for the sixteen months ended 31 December 2000  was  £6.1
million, a significant increase over the pro forma results for the
period to 30 September 1999, published in the AIM prospectus,  and
achieved through organic growth and acquisitions.

The  operating loss for the period before impairment of intangible
fixed  assets  and amortisation of goodwill was £8.9  million.  In
December 2000, the decision was made to downsize operations in all
the  operating units as a result of a market downturn. Accordingly
a  restructuring provision of £688,000 was raised and is  included
within  the  operating loss figure. After deducting an exceptional
charge  of £8.0 million for impairment of intangible fixed  assets
and  goodwill amortisation of £2.9 million, the Group made  a  net
loss on ordinary activities of £19.7 million.

Loss per share
The  basic  loss  per share after impairment of  intangible  fixed
assets and before goodwill amortisation was 24.29p.

Cash flow and borrowing facilities
The  net  cash outflow from operating activities was £9.8 million.
The  Group  ended the period with £1.4 million cash  on  hand  and
borrowings of £224,000, resulting in net funds of £1.2 million.

During  the period the Company raised £15.0 million in  cash  from
the  issue  of  share  capital  after expenses.  Significant  cash
outgoings  include £3.5 million on acquisitions, £1.5  million  on
capital  expenditure and the remaining £8.6 million  on  servicing
working capital requirements.

The Company raised a further £1.5 million in January 2001 by means
of  a  private equity placing and also secured a loan facility  of
£1.5  million  from  Robotic Technology Systems  PLC,  its  former
parent  company. The Group drew down £500,000 of this facility  in
January 2001. This facility was effectively frozen and replaced in
June 2001 by a new facility made available to the Group by Robotic
Technology Systems PLC, whereby the Group could borrow up to  £1.0
million as a subordinated loan, repayable in December 2005.

Funding and Report of the auditors
In  addition, the Company is currently in negotiation with  regard
to procuring further funding by way of equity investment and/or  a
subordinated  long term loan facility. The directors  are  of  the
opinion  that sufficient funding will be received to  ensure  that
the  Company, and the Group, can continue in operational existence
for   the   foreseeable  future  and  accordingly  the   financial
statements  have  been prepared on a going concern  basis.  Whilst
reference  is made by the auditors to the uncertainties  regarding
future funding, their auditor's opinion has not been qualified  in
this respect.

Acquisitions
In  line with our corporate objective, we have continued to invest
in  new  businesses  both  in the UK and  overseas.   Acquisitions
during  the  period include Boxer IT Limited, Axida  Limited,  and
Synchronicity, Inc..

Boxer IT Limited
Boxer  IT Limited, a UK web developer, was acquired in April  2000
for £187,000, satisfied by shares and a cash payment of £22,000.

Axida Limited
In  July  2000,  the Group acquired Axida Limited  for  a  maximum
consideration, payable to the vendors of Axida, of  £6.2  million.
This  was  satisfied by the issue of 3,319,502  new  RTS  NetWorks
ordinary shares at 108.45p each for a value of £3.6 million and  a
placing of 1,575,000 new ordinary shares at 100p each on behalf of
the vendors. A further £1 million in  RTS  NetWorks  ordinary shares (to be
issued  at  108.45p  per share)  will become payable to the vendors of Axida,
the  business having achieved its post acquisition financial targets.

Synchronicity, Inc. ('Synchronicity')
The  consideration  payable to the vendors of Synchronicity  is  a
maximum  of  £4.25  million.  Of this  amount  £3.25  million  was
satisfied  by  the  issue of 2,688,394 new RTS  NetWorks  ordinary
shares  at  121p  each of which 350,000 new ordinary  shares  were
placed at 100p each on behalf of the vendors.

A  further  £1  million in RTS NetWorks ordinary  shares  (at  the
prevailing  market price at time of issue) may become  payable  to
the vendors dependent on the future performance of Synchronicity.

Carrying value of fixed asset investments
Fixed asset investments comprise both investments in the shares of
subsidiaries and fixed asset loans made to the subsidiaries  since
they were acquired.

We reviewed the value of the Group's fixed asset investments as at
31 December 2000 for impairment in value. The subsidiary companies
acquired by the Group in the period were recorded on the Company's
balance  sheet  at  cost  on  the date of  acquisition  being  the
aggregate  of  the  market value of shares issued,  shares  to  be
issued and cash paid for the business acquired.

However,  in  line  with the general downturn  in  the  technology
sector  and the subsequent fall in share prices, it is the Board's
belief  that,  at  the present time, there have  been  appropriate
adjustments  made  to  the  carrying values  of  the  fixed  asset
investments.  Consequently the Company has provided for impairment
in the carrying value of fixed asset investments of £10.9 million.
This  has the effect of reducing the net book value of fixed asset
investments  (comprising both the investment  in  shares  and  the
loans) of the Company to £15.5 million and creating an exceptional
loss to the Company of £10.9 million.

Intangible assets
The  Company has adopted a policy to amortise the goodwill arising
on the acquisition of subsidiaries and businesses over a period of
5 years.

At  31  December 2000, the Company reviewed the net book value  of
its  intangible assets for impairment in value in conjunction with
a  review  of  the  carrying values of the Company's  fixed  asset
investments.

In  line  with  the above reduction in the carrying value  of  the
Company's fixed asset investments, the Board recognises that there
has  also  been  impairment  in  the  value  of  its  recognisable
goodwill.  Accordingly, in addition to the  goodwill  amortisation
for  the  period the Group has taken an impairment charge of  £8.0
million.

Foreign currency risks
The  Group  has significant overseas investments that  operate  in
France,  Finland  and  the USA. Their revenues  and  expenses  are
denominated exclusively in their respective local currencies.  The
Group maintains a policy that only minimal bank balances are  held
locally  and the Group bank account holding all surplus  cash  and
bank balances are maintained in the UK.



                                   
For further information please contact:

RTS NetWorks Group PLC                               020 7749 5000
Bernard Fisher, Chairman

Square Mile BSMG Worldwide                           020 7601 1000
Nick Oborne/Sally Lewis


Group profit and loss account
for the 16 month period ended 31 December 2000
==============================================================================
                                                Before
                                              goodwill      Goodwill
                                          amortisation  amortisation    Total
                                                 £'000         £'000    £'000
------------------------------------------------------------------------------

Turnover
Continuing operations                            5,537             -    5,537
Acquisitions                                       537             -      537
------------------------------------------------------------------------------
                                                 6,074             -    6,074
Cost of sales                                   (4,746)            -   (4,746)
------------------------------------------------------------------------------
Gross profit                                     1,328             -    1,328

Administrative expenses
Other administrative expenses                  (10,277)       (2,936) (13,213)
Impairment of intangible fixed assets           (7,976)            -   (7,976)
------------------------------------------------------------------------------
Total administrative expenses                  (18,253)       (2,936) (21,189)

Operating loss                                 (16,925)       (2,936) (19,861)

Continuing operations                          (14,870)       (2,426) (17,296)
Acquisitions                                    (2,055)         (510)  (2,565)
------------------------------------------------------------------------------
                                               (16,925)       (2,936) (19,861)
Interest receivable                                202             -      202
Interest payable                                   (27)            -      (27)
------------------------------------------------------------------------------
Loss on ordinary activities before taxation    (16,750)       (2,936) (19,686)

Tax on loss on ordinary activities                   -             -        -
------------------------------------------------------------------------------
Loss on ordinary activities after taxation     (16,750)       (2,936) (19,686)
==============================================================================
Loss per share - Basic and diluted               24.29p         4.26p   28.55p
==============================================================================
The Company has taken advantage of exemptions under section 230
Companies Act 1985 not to publish its own profit and loss account
for the period.


Group statement of total recognised gains and losses

==============================================================================
for the 16 month period ended 31 December 2000                  £'000
------------------------------------------------------------------------------

Loss for the financial period                                 (19,686)
Exchange adjustments                                             (189)
------------------------------------------------------------------------------
Total recognised gains and losses for the period              (19,875)
==============================================================================


Reconciliations of movements in equity shareholders' funds
==============================================================================
                                                                Group
for the 16 month period ended 31 December 2000                  £'000
------------------------------------------------------------------------------

Total recognised gains and losses for the period              (19,875)
Equity shares issued                                              906
Premium on equity shares issued (net of expenses)              28,209
Shares to be issued in respect of acquisitions                  1,000
------------------------------------------------------------------------------
Net increase in shareholders' funds                            10,240
Opening equity shareholders' funds                                  -
------------------------------------------------------------------------------
Equity shareholders' funds as at 31 December 2000              10,240
==============================================================================


Balance sheet

==============================================================================

as at 31 December 2000                                          £'000
------------------------------------------------------------------------------

Fixed assets
Intangible assets                                               9,000
Tangible assets                                                 1,159
Investments                                                       162
------------------------------------------------------------------------------
                                                               10,321
Current assets
Stocks                                                            219
Debtors due within on year                                      1,399
Debtors due after more than one year                              164
Cash at bank and in hand                                        1,444
------------------------------------------------------------------------------
                                                                3,226
Creditors: amounts falling due within one year                 (2,468)
------------------------------------------------------------------------------
Net current assets                                                758
------------------------------------------------------------------------------
Total assets less current liabilities                          11,079

Creditors: amounts falling due after more than one year           (51)

Provisions for liabilities and charges                           (788)
------------------------------------------------------------------------------
Net assets                                                     10,240
==============================================================================
Capital and reserves
Called up share capital                                           906
Share premium account                                          18,153
Shares to be issued                                             1,000
Merger reserve                                                 10,056
Profit and loss account                                       (19,875)
------------------------------------------------------------------------------
Equity shareholders' funds                                     10,240
==============================================================================

Approved by the Board on 12 June 2001.



Group cash flow statement
==============================================================================

for the 16 month period ended 31 December 2000          £'000        £'000
------------------------------------------------------------------------------

Cash outflow from operating activities                              (9,773)

Returns on investments and servicing of finance
Interest received                                         202
Interest paid                                             (13)
Interest element of finance lease payments                (14)
------------------------------------------------------------------------------

Net cash inflow from returns on investments and
 servicing of finance                                                  175

Capital expenditure and financial investment
Purchase of tangible fixed assets                      (1,111)
Purchase of intangible fixed assets                      (312)
Purchase of fixed asset investments                       (27)
Proceeds from the sale of tangible fixed assets            14
------------------------------------------------------------------------------

Net cash outflow from capital expenditure and
 financial investment                                               (1,436)

Acquisitions
Purchase of subsidiary undertakings                    (3,504)
Cash acquired with subsidiary undertakings              1,132
------------------------------------------------------------------------------
Net cash outflow from acquisitions                                  (2,372)

Net cash outflow before financing                                  (13,406)
------------------------------------------------------------------------------
Financing
Issue of ordinary share capital                        15,876
Share issue costs                                        (918)
Repayment of loans                                        (38)
Capital element of finance lease payments                 (47)
------------------------------------------------------------------------------
Net cash inflow from financing                                      14,873
------------------------------------------------------------------------------
Increase in cash in the period                                       1,467
==============================================================================

Reconciliation to net cash                                           £'000
------------------------------------------------------------------------------
Net cash at the start of the period                                      -

Increase in net cash                                                 1,467
Borrowings acquired with subsidiaries                                 (309)
Movements in borrowings                                                 85
Exchange adjustments                                                   (23)
------------------------------------------------------------------------------
Net cash at 31 December 2000                                         1,220
==============================================================================


   Notes to the accounts:

1. Basis of preparation

   The  financial  information  set out  above  does  not  constitute
   accounts under section 240 of the Companies Act 1985.  The results
   for  the  sixteen months ended 31 December 2000 are extracts  from
   the  Group  accounts which will be delivered to the  Registrar  of
   Companies following the Company's Extraordinary General Meeting.

   The  Company is currently in negotiation with regard to  procuring
   further  funding by way of equity investment and/or a subordinated
   long  term  loan facility. The directors are of the  opinion  that
   sufficient  funding will be received to ensure that  the  Company,
   and  the  Group,  can continue in operational  existence  for  the
   foreseeable  future and accordingly the financial statements  have
   been  prepared on a going concern basis. Whilst reference is  made
   by the auditors to the uncertainties regarding future funding, the
   auditor's Opinion has not been qualified in this respect.

2. Loss per share

   Earnings  per  ordinary  share  have  been  calculated  using  the
   weighted average number of shares in issue during the period.  For
   basic  earnings per share, the weighted average number  of  equity
   shares in issue is 68,964,459 and the earnings being losses  after
   tax are £19,686,000.

   Diluted  earnings  per  share is not relevant  as  the  Group  has
   incurred a loss for the period.

3. RTS  Networks will not be paying a dividend in respect of  the
   sixteen months ended 31 December 2000.

4. Copies of the 2000 Report and Accounts will be sent to
   shareholders in due course.  Further copies will be available from
   the registered office of the Company, 44 Phipps Hatch Lane,
   Enfield, Middlesex, EN2 OHN.