Tomco Energy Regulatory News (TOM)

29 Mar 2006 16:58

Netcentric Systems PLC29 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 haveexamined 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 fromtrading of the Company's shares on AIM on 30th June 2006, there is greatpressure on the Board to complete an acquisition transaction. With this verymuch in mind, we are now considering the possibility of the acquisition of oneof two companies which may be suitable targets and we hope to make anannouncement shortly. We are also examining the transfer of the quotation ofyour Company's ordinary shares from AIM to OFEX in order to maintain a market bywhich shareholders may trade their shares. Since the year end, the two non-executive directors Emanuel Mond and Paul Hugheshave stepped down from the Board as a result of the purchase by Howard Crosby of29.9% of the Company from PSG Solutions Plc (formerly London and BostonInvestments Plc) completed on 13 March 2006. I would like to thank them both fortheir wise counsel and help during the whole period that they have beendirectors 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 PlatinumDiversified Mining Plc raising $79m. He is also the prime mover in a number ofUS public companies operating in Uranium, Titanium and Oil exploration andproduction. Howard Crosby has been appointed to the Board of Netcentric SystemsPlc 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 £'000TURNOVERDiscontinued operations - 5 ------- -------TOTAL TURNOVER - 5 Cost of sales - - ------- -------GROSS PROFIT - 5 Net operating expensesContinuing operations (83) (150)Discountinued operations - (7) ------- -------OPERATING LOSS Continuing operations (83) (150)Discontinued operations - (2) ------ ------- TOTAL OPERATING LOSS (83) (152) Interest income 6 4Provision for investments write downs - (30) ------- ------- LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (77) (178) Taxation - - ------- -------LOSS FOR THE YEAR (77) (178) ------- -------LOSS PER SHARE - BASIC (0.06)p (0.13)p ------- ------- - DILUTED (0.06)p (0.13)p ------- ------- 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) ------- --------Total gains and losses recognised in the accounts since thelast annual report (77) (190) ------- -------- BALANCE SHEET - AT 30 SEPTEMBER 2005 2005 2004 £'000 £'000 £'000 £'000FIXED ASSETSInvestments - - ------- ------- - - CURRENT ASSETSDebtors 99 38Cash at bank 3 162 ------- ------- 102 200CREDITORS: amounts falling duewithin one year (28) (49) ------- -------NET CURRENT ASSETS 74 151 ------- -------NET ASSETS 74 151 ------- ------- Represented by: CAPITAL AND RESERVESCalled up share capital 699 699Reserves (625) (548) ------- -------SHAREHOLDERS' FUNDS 74 151 ------- ------- CASH FLOW STATEMENT FOR THE YEAR ENDED 30 SEPTEMBER 2005 2005 2004 £'000 £'000OPERATING ACTIVITIESNet cash outflow from operating activities (165) (152) --------- ---------NET CASH OUTFLOW FROM OPERATING ACTIVITIES (165) (152) RETURNS ON INVESTMENTS AND SERVICING OF FINANCEInterest received 6 4 --------- --------- 6 4 --------- --------- DECREASE IN CASH IN THE YEAR (159) (148) --------- --------- 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 £'000Investment activities - - - (30) - -Rental activities - 5 - (2) - -Central costs - - (77) (146) 71 (11) ------ ----- ------ ------- ------ ------- - 5 (77) (178) 71 (11) ------ ----- ------ -------Cash at bank 3 162 ------ -------Net assets 74 151 ------ ------- 2. SEGMENTAL ANALYSIS BY GEOGRAPHICAL AREA The whole of the Company's turnover and loss before taxation arise within theUnited Kingdom. Similarly, all net assets are in the United Kingdom with theexception of the investment held at 30 September 2005 in Harrell HospitalityGroup 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 taxationof £77,000 (2004: £178,000) and on 139,734,602 ordinary shares being theweighted 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 alsodirectors of Coolcharm Gold Mining Company Ltd. ("Coolcharm") during the yearended 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 theCompany £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 executivedirector this loan has been converted to shares in that company. A condition ofthe original loan was that Net5centric had the right to convert into Coolcharmshares. S A Komlosy and J J May were also directors of PSG Solutions plc (formerlyLondon and Boston Investments plc) during the year ended 30 September 2005. PSGSolutions plc (formerly London & Boston Investments plc) held 68,386,092 sharesin 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 servicesprovided by London & Boston Investments plc of £nil (2004 - £25,000). At theyear end PSG Solutions plc (formerly London & Boston Investments plc) owed theCompany £nil (2004 - £28,040). 5. POST BALANCE SHEET EVENTS On 20 March 2006 the company received 471,070 0.0001p Ordinary shares inCoolcharm Gold Mining Company Ltd. in settlement of its debt from that companyof £94,167. NOTES TO THE FINANCIAL STATEMENTS (continued) - 30 SEPTEMBER 2005 6. REPORT & ACCOUNTS The financial information set out above does not constitute statutory financialstatements within the meeting of Section 6 and Schedule 1 of the Isle of ManCompanies Act 1982. Statutory financial statements for the financial year ended30 September 2005 will be delivered to the Register of Companies. The Report and Accounts will be posted to Shareholders shortly and will beavailable 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, SW1W0AL at 5.00pm on 30 June 2006. This information is provided by RNS The company news service from the London Stock Exchange