Warthog PLC
31 August 2007
Warthhog plc
Chairman's Statement
Year ended 31 March 2007
At the AGM held on 9 November 2006, shareholders approved the following active
investing strategy as required under the AIM Rules:
To preserve so far as possible Warthog plc's cash resources whilst it seeks to
find an acquisition of a business of scale, which would constitute a reverse
takeover under the AIM Rules and for which the consideration would probably
comprise principally the issue of new ordinary shares in Warthog plc. The
Directors, whose experience includes both financial and operational matters, are
primarily seeking a UK based business from within the wider technology sector.
Since that time, investment opportunities have been sought, with one in
particular being the subject of lengthy and detailed discussion. Unfortunately,
the target's circumstances changed so that it will not be possible to complete a
transaction in the near future. In view of this, the Board are now evaluating
other opportunities and hope to be able to report on the progress of these to
shareholders shortly.
Ian Templeton
Chairman
Warthog plc
Profit and loss account
for the year ended 31 March 2007
2007 2006
Notes £ £
Other operating expenses (net) 2 67,973 118,629
_________ _________
OPERATING LOSS (67,973) (118,629)
Impairment loss 8 - (3,888,885)
_________ _________
LOSS ON ORDINARY ACTIVITIES
BEFORE INTEREST
(67,973) (4,007,514)
Investment income 3 3,390 6,839
_________ _________
LOSS ON ORDINARY ACTIVITIES 4
BEFORE TAXATION
(64,583) (4,000,675)
Taxation 6 - -
_________ _________
RETAINED LOSS FOR THE YEAR 12 (64,583) (4,000,675)
_________ _________
(Loss) per ordinary share - basic 7 (0.02)p (1.19)p
(Loss) per ordinary share - 7 (0.02)p (1.19)p
diluted
The operating loss for the year arises from the company's continuing operations.
No separate Statement of Total Recognised Gains and Losses has been presented as
all such gains and losses have been dealt with in the Profit and Loss Account.
2007 2006
Notes £ £
FIXED ASSETS
Investments 8 - -
_________ _________
CURRENT ASSETS
Cash at bank and in hand 124,621 179,391
_________ _________
124,621 179,391
CREDITORS: Amounts falling due 9 (33,585) (23,772)
within one year
_________ _________
NET CURRENT ASSETS 91,036 155,619
_________ _________
TOTAL ASSETS LESS CURRENT 91,036 155,619
LIABILITIES
_________ _________
91,036 155,619
========= =========
CAPITAL AND RESERVES
Called up share capital 11 3,478,821 3,478,821
Share premium account 12 9,555,365 9,555,365
Profit and loss account 12 (12,943,150) (12,878,567)
__________ __________
SHAREHOLDERS' FUNDS 91,036 155,619
========== ==========
Warthog plc
Cashflow statement
for the year ended 31 March 2007
2007 2006
Notes £ £
Cash flow from operating
activities 14a (58,160) 59,162
Returns on investments and
servicing of finance 14b 3,390 6,839
_________ _________
(DECREASE)INCREASE IN CASH
IN THE YEAR (54,770) 66,001
========= =========
RECONCILIATION OF NET CASH
FLOW TO MOVEMENT IN FUNDS
2007 2006
£ £
(Decrease)/Increase in cash
in the year (54,770) 66,001
Change in net funds resulting
from cash flows - -
_________ _________
MOVEMENT IN NET FUNDS IN YEAR (54,770) 66,001
NET FUNDS AT 1 APRIL 2006 179,391 113,390
_________ _________
NET FUNDS AT 31 MARCH 2007 14c 124,621 179,391
========= =========
Warthog plc
Accounting policies
Basis of accounting
The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards.
Basis of consolidation
The company disposed of all of its subsidiaries in November 2004. The financial
statements present information on the Company alone for the current and
comparative year.
Investments
Fixed asset investments are stated at cost less provision for diminution in
value.
Deferred taxation
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the company's taxable profits and its
results as stated in the financial statements that arise from the inclusion of
gains and losses in tax assessments in periods different from those in which
they are recognised in the financial statements.
Deferred tax is measured at the average tax rates that are expected to apply in
the periods in which timing differences are expected to reverse, based on tax
rates and laws that have been enacted or substantially enacted by the balance
sheet date. Deferred tax is measured on a non-discounted basis.
Leased assets and obligations
All leases are 'operating leases' and the annual rentals are charged to the
profit and loss account on a straight line basis over the lease term.
Warthog plc
Notes to the financial statements
for the year ended 31 March 2007
1 TURNOVER AND PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The Company had no turnover in the year (2006: nil) and the loss arose wholly
in the United Kingdom from the Company's principal activity.
2 OTHER OPERATING EXPENSES (NET)
2007 2006
£ £
Administration expenses 67,973 118,629
========= =========
3 INVESTMENT INCOME
2007 2006
£ £
Bank interest receivable 3,390 6,839
========= =========
4 LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION 2007 2006
£ £
Loss on ordinary activities after taxation is
stated after charging:
Auditors' remuneration- audit fees 3,900 2,500
Auditors' remuneration- non-audit fees: further
assurance services 2,250 -
========= =========
5 EMPLOYEES 2007 2006
No. No.
The average monthly number of persons
(including directors) employed by the Company
during the year was:
Administration 2 2
_________ _________
2 2
========= =========
2007 2006
£ £
Staff costs for above persons:
Wages and salaries 35,000 35,000
_________ _________
35,000 35,000
========= =========
DIRECTORS' REMUNERATION
Emoluments 35,000 35,000
_________ _________
Total emoluments 35,000 35,000
========= =========
Emoluments disclosed above include the following amounts paid to the highest
paid director.
2007 2006
£ £
Emoluments for qualifying services 25,000 25,000
========= =========
DIRECTORS' SHARE OPTIONS
The following directors, including family interests, have option agreements:
+-----------+--------+------------+---------+------------+------------+
| | | | | | |
| | | | | | |
| | At| | At 31| | |
| | 1 April| Lapsed in| March| Date | |
| | 2006| year| 2007|exercisable |Expiry date |
+-----------+--------+------------+---------+------------+------------+
| | | | | | |
+-----------+--------+------------+---------+------------+------------+
|D Robinson | 156,250| -| 156,250|14 Nov 2004 |14 Nov 2010 |
+-----------+--------+------------+---------+------------+------------+
No further options were granted or exercised during the year.
The market price of the shares at 31 March 2007 was 0.11p and the range during
the year was 0.07p to 0.18p
6 TAXATION
In view of the losses incurred there is no tax charge for the year (2006: nil).
TAX RECONCILIATION
Factors affecting tax charge for the year
The tax assessed for the year is higher than the
standard rate of corporation tax in the UK of 30%
(2006: 30%). The differences are explained below:
2007 2006
£ £
Loss on ordinary activities before tax (64,583) (4,000,675)
__________ _________
Loss on ordinary activities multiplied by the
standard rate of corporation tax in the UK of 30%
(2006: 30%). 19,375 1,200,202
Effects of:
Unrelieved tax losses (19,375) (33,536)
Losses not allowable for tax purposes - (1,166,666)
__________ _________
Tax charge/ (credit) for the year - -
========== =========
7 EARNINGS PER SHARE
Earnings and the number of shares used in the calculations of earnings per share
are set out below:
2007 2006
£ £
Basic:
loss after tax (64,583) (4,000,675)
Weighted average number of shares 347,882,123 336,980,765
EPS (pence) (0.02)p (1.19)p
============ ===========
Basic and fully diluted earnings are the same due to the loss for the year, as
it is assumed that the options would not be exercised.
8 FIXED ASSET INVESTMENTS
Listed
Investments
£
Cost
At 1 April 2006 and 31 March 2007 3,888,885
=========
Provision for diminution in value
1 April 2006 3,888,885
Provision during year -
---------
At 31 March 2007 3,888,885
=========
Net book value
31 March 2007 -
=========
31 March 2006 -
=========
The Company holds 497,866 shares in Tiger Telematics Inc, a company incorporated
in the USA. These shares are considered by the directors to have no value at the
balance sheet date.
9 CREDITORS: Amounts falling due within
one year 2007 2006
£ £
Accruals and deferred income 33,585 23,772
====== ======
10 PROVISION FOR LIABILITIES AND CHARGES
The Company has significant tax losses to carry forward. Unutilised losses and
other short term timing differences give rise to a deferred tax asset of
£209,957. No deferred tax asset has been recognised in view of the uncertainty
of the timing of the recovery of these losses.
11 SHARE CAPITAL
2007 2006
£ £
Authorised:
600,000,000 shares of 1p each 6,000,000 6,000,000
========= =========
Allotted, issued and fully paid:
347,882,123 ordinary shares of 1p each 3,478,821 3,478,821
========= =========
SHARE DISCLOSURES
The Company has granted the following options to subscribe for ordinary shares
of 1p each, as follows:
Number of
shares for
Subscription which rights
price per are Lapsed in
Grant date share exercisable year Exercise period
Unapproved
share
options:
14 November 2000 32.0p 156,250 - 14 Nov 2004-14 Nov 2010
12 RESERVES Profit and
Share Loss
premium account
£ £
At 1 April 2006 9,555,365 (12,878,567)
Retained loss for the year - (64,583)
__________ __________
At 31 March 2007 9,555,365 (12,943,150)
========== ==========
13 RECONCILIATION OF MOVEMENT IN SHAREHOLDERS'
FUNDS
2007 2006
£ £
(Loss) for the financial year (64,583) (4,000,675)
__________ __________
Net addition/(reduction) to shareholders'
funds
(64,583) (4,000,675)
Opening shareholders' funds 155,619 4,156,294
__________ __________
Closing shareholders' funds 91,036 155,619
========== ==========
14 CASH FLOWS 2007 2006
£ £
a Reconciliation of operating loss to net cash
outflow from operating activities
Operating (loss) on ordinary activities (67,973) (118,629)
Decrease/ (Increase) in debtors - 186,059
(Decrease)/Increase in creditors 9,813 (8,268)
__________ __________
Net cash inflow/(outflow) from operating
activities (58,160) 59,162
========== ==========
b Analysis of cash flows for headings netted in the
cash flow
Returns on investments and servicing of finance
Interest received 3,390 6,839
_________ _________
Net cash outflow from returns on investments and
servicing of finance
3,390 6,839
========= =========
c Analysis of net debt
At 1 April At 31 March
2006 Cash flow 2007
£ £ £
Cash in hand and at bank 179,391 (54,770) 124,621
_______ _______ _______
15 FINANCIAL INSTRUMENTS
The Company currently has no significant operations other than to research
potential investments. It has no financial instruments other than cash, which is
held on short term deposit.
a. Fair values of financial assets and financial liabilities
The fair value of the Company's financial instruments at 31 March 2007 was:
2007 2006
Book Value Fair Value Book Value Fair Value
£ £ £ £
Cash at bank and in hand 124,621 124,621 179,391 179,391
All fair values have been determined using appropriate market rates as at 31
March 2007 and by discounting relevant cash flows at the prevailing rate.
As at 31 March 2007 the Company had no borrowings.
b. Financial assets
Other than cash at bank the Company has no other financial assets as at 31 March
2007. All financial assets were at floating rates.
c. Financial liabilities
Other than short-term creditors the Company has no other financial liabilities
as at 31 March 2007.
d. Currency exposures
The Company had no currency exposure as at 31 March 2007
e. Borrowing facilities
The Company had no undrawn committed borrowing facilities at 31 March 2007.
16 CONTROL
In the opinion of the directors there is no single controlling party.
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