Netcentric Systems PLC
29 March 2006
NETCENTRIC SYSTEMS PLC ('Netcentric' or the 'Company')
29 March 2006
RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2005
CHAIRMAN'S STATEMENT
The Accounts for the period ending 30th September 2005 represent, in the main,
the cost of remaining a functioning AIM Company. During the year, we have
examined a number of acquisition ideas without success.
Owing to the change of the Stock Exchange rules with regard to 'investment' or '
shell' companies like Netcentric (Rule 15), which involves the suspension from
trading of the Company's shares on AIM on 30th June 2006, there is great
pressure on the Board to complete an acquisition transaction. With this very
much in mind, we are now considering the possibility of the acquisition of one
of two companies which may be suitable targets and we hope to make an
announcement shortly. We are also examining the transfer of the quotation of
your Company's ordinary shares from AIM to OFEX in order to maintain a market by
which shareholders may trade their shares.
Since the year end, the two non-executive directors Emanuel Mond and Paul Hughes
have stepped down from the Board as a result of the purchase by Howard Crosby of
29.9% of the Company from PSG Solutions Plc (formerly London and Boston
Investments Plc) completed on 13 March 2006. I would like to thank them both for
their wise counsel and help during the whole period that they have been
directors of the Company.
Howard Crosby is a prominent American business man operating mainly in mining.
He is the main force behind this month's flotation on AIM of Platinum
Diversified Mining Plc raising $79m. He is also the prime mover in a number of
US public companies operating in Uranium, Titanium and Oil exploration and
production. Howard Crosby has been appointed to the Board of Netcentric Systems
Plc and will with the rest of the Board be actively seeking a suitable 'reverse'
takeover for the Company.
S A Komlosy
Chairman, 28 March 2006
NETCENTRIC SYSTEMS PLC
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2005
2005 2004
£'000 £'000 £'000 £'000
TURNOVER
Discontinued operations - 5
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TOTAL TURNOVER - 5
Cost of sales - -
------- -------
GROSS PROFIT - 5
Net operating expenses
Continuing operations (83) (150)
Discountinued operations - (7)
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OPERATING LOSS
Continuing operations (83) (150)
Discontinued operations - (2)
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TOTAL OPERATING LOSS (83) (152)
Interest income 6 4
Provision for investments write downs - (30)
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LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (77) (178)
Taxation - -
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LOSS FOR THE YEAR (77) (178)
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LOSS PER SHARE - BASIC (0.06)p (0.13)p
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- DILUTED (0.06)p (0.13)p
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STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE YEAR ENDED 30 SEPTEMBER 2005
2005 2004
£'000 £'000
Loss for the financial year (77) (178)
Revaluation of investment - (12)
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Total gains and losses recognised in the accounts since the
last annual report (77) (190)
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BALANCE SHEET - AT 30 SEPTEMBER 2005
2005 2004
£'000 £'000 £'000 £'000
FIXED ASSETS
Investments - -
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- -
CURRENT ASSETS
Debtors 99 38
Cash at bank 3 162
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102 200
CREDITORS: amounts falling due
within one year (28) (49)
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NET CURRENT ASSETS 74 151
------- -------
NET ASSETS 74 151
------- -------
Represented by:
CAPITAL AND RESERVES
Called up share capital 699 699
Reserves (625) (548)
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SHAREHOLDERS' FUNDS 74 151
------- -------
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2005
2005 2004
£'000 £'000
OPERATING ACTIVITIES
Net cash outflow from operating activities (165) (152)
--------- ---------
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (165) (152)
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received 6 4
--------- ---------
6 4
--------- ---------
DECREASE IN CASH IN THE YEAR (159) (148)
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NOTES TO THE FINANCIAL STATEMENTS - 30 SEPTEMBER 2005
1. SEGMENTAL ANALYSIS BY CLASS OF BUSINESS
Turnover Loss before taxation Operating net assets
2005 2004 2005 2004 2005 2004
£'000 £'000 £'000 £'000 £'000 £'000
Investment activities - - - (30) - -
Rental activities - 5 - (2) - -
Central costs - - (77) (146) 71 (11)
------ ----- ------ ------- ------ -------
- 5 (77) (178) 71 (11)
------ ----- ------ -------
Cash at bank 3 162
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Net assets 74 151
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2. SEGMENTAL ANALYSIS BY GEOGRAPHICAL AREA
The whole of the Company's turnover and loss before taxation arise within the
United Kingdom. Similarly, all net assets are in the United Kingdom with the
exception of the investment held at 30 September 2005 in Harrell Hospitality
Group Inc., a company based in the United States of America, with a value of
£Nil (2004: £Nil).
3. LOSS PER ORDINARY SHARE
The calculation of loss per ordinary share is based upon a loss after taxation
of £77,000 (2004: £178,000) and on 139,734,602 ordinary shares being the
weighted number of ordinary shares in issue during the year (2004: 139,734,602).
Share options and warrants do not have a dilutive effect.
4. RELATED PARTY TRANSACTIONS
S A Komlosy, J J May and G Thompson, directors of the Company, were also
directors of Coolcharm Gold Mining Company Ltd. ('Coolcharm') during the year
ended 30 September 2005. During the year the Company made a loan to Coolcharm of
£88,699 to earn interest on company cash. At the year end Coolcharm owed the
Company £91,674. This loan is repayable on demand and interest is charged at 6%
per annum. Following the appointment of H Crosby to the Board as an executive
director this loan has been converted to shares in that company. A condition of
the original loan was that Net5centric had the right to convert into Coolcharm
shares.
S A Komlosy and J J May were also directors of PSG Solutions plc (formerly
London and Boston Investments plc) during the year ended 30 September 2005. PSG
Solutions plc (formerly London & Boston Investments plc) held 68,386,092 shares
in Netcentric Systems plc (48.94%) at 30 September 2005 and 30 September 2004.
Since the year end this shareholding has dropped to 26,605,460 shares (19.04%).
S A Komlosy and J J May are nolonger directors of PSG Solutions plc.
During the year the Company incurred management fees relating to services
provided by London & Boston Investments plc of £nil (2004 - £25,000). At the
year end PSG Solutions plc (formerly London & Boston Investments plc) owed the
Company £nil (2004 - £28,040).
5. POST BALANCE SHEET EVENTS
On 20 March 2006 the company received 471,070 0.0001p Ordinary shares in
Coolcharm Gold Mining Company Ltd. in settlement of its debt from that company
of £94,167.
NOTES TO THE FINANCIAL STATEMENTS (continued) - 30 SEPTEMBER 2005
6. REPORT & ACCOUNTS
The financial information set out above does not constitute statutory financial
statements within the meeting of Section 6 and Schedule 1 of the Isle of Man
Companies Act 1982. Statutory financial statements for the financial year ended
30 September 2005 will be delivered to the Register of Companies.
The Report and Accounts will be posted to Shareholders shortly and will be
available from PO Box 3218, Gerrards Cross, Buckinghamshire, SL9 7WY.
7. ANNUAL GENERAL MEETING
The Annual General Meeting will be held at 34 Grosvenor Gardens, London, SW1W
0AL at 5.00pm on 30 June 2006.
This information is provided by RNS
The company news service from the London Stock Exchange ZM
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