Twincentric Integration Limited Unaudited Financial Statements and Director's Report for Period Ending November 30, 2002

Summary

This document presents the unaudited financial statements and director's report for Twincentric Integration Limited for the period from January 1, 2002 to November 30, 2002. It outlines the company's principal activity in computer services and internet software development, details financial performance, and provides information on directors, shareholdings, and accounting policies. The report also notes the sale of the company's trade and assets to Twincentric Limited on November 30, 2002. The statements are prepared under UK law for small companies and have not been audited.

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EX-10.2 3 v07206_ex10-2.txt REGISTERED NUMBER: 1974868 TWINCENTRIC INTEGRATION LIMITED REPORT OF THE DIRECTOR AND UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD 1 JANUARY 2002 TO 30 NOVEMBER 2002 TWINCENTRIC INTEGRATION LIMITED CONTENTS OF THE FINANCIAL STATEMENTS For The Period 1 January 2002 to 30 November 2002 Page Company Information 1 Report of the Director 2 Profit and Loss Account 3 Balance Sheet 4 Notes to the Financial Statements 5 Report of the Accountants 8 Trading and Profit and Loss Account 9 TWINCENTRIC INTEGRATION LIMITED COMPANY INFORMATION For The Period 1 January 2002 to 30 November 2002 DIRECTOR: A J McGurk SECRETARY: Mrs G J McGurk REGISTERED OFFICE: 6a Church Street Eagle Industrial Estate Witney Oxfordshire OX28 4AW REGISTERED NUMBER: 1974868 ACCOUNTANTS: James & Cowper Chartered Accountants Buxton Court 3 West Way Botley Oxford OX2 0JB 1 TWINCENTRIC INTEGRATION LIMITED REPORT OF THE DIRECTOR For The Period 1 January 2002 to 30 November 2002 The director presents his report with the financial statements of the company for the period 1 January 2002 to 30 November 2002. PRINCIPAL ACTIVITY The principal activity of the company in the period under review was that of the provision of computer services and the development of internet related software. DIRECTORS The directors during the period under review were: A J McGurk S L Black - resigned 6.8.02 The beneficial interest of the director holding office on 30 November 2002 in the issued share capital of the company was as follows: Ordinary (pound)1 shares 30.11.02 1.1.02 A J McGurk 2,750 2,750 This report has been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies. ON BEHALF OF THE BOARD: ................................................... Mrs G J McGurk - Secretary Date: ............................................. 2 Page 3 TWINCENTRIC INTEGRATION LIMITED PROFIT AND LOSS ACCOUNT For The Period 1 January 2002 to 30 November 2002 Period 1.1.02 to Year Ended 30.11.02 31.12.01 Notes (pound) (pound) -------- -------- TURNOVER 378,645 564,229 Cost of sales 54,205 168,463 -------- -------- GROSS PROFIT 324,440 395,766 Administrative expenses 591,344 628,315 -------- -------- (266,904) (232,549) Other operating income 3,000 -- -------- -------- OPERATING LOSS 2 (263,904) (232,549) Profit/loss on sale of operation 3 365,716 -- -------- -------- 101,812 (232,549) Interest receivable and similar income 113 2,376 -------- -------- 101,925 (230,173) Interest payable and similar charges 18,684 14,184 -------- -------- PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION 83,241 (244,357) Tax on profit/(loss) on ordinary activities 4 (3,467) (32,021) -------- -------- PROFIT/(LOSS) FOR THE FINANCIAL PERIOD AFTER TAXATION 86,708 (212,336) -------- -------- RETAINED PROFIT/(DEFICIT) FOR THE PERIOD 86,708 (212,336) ======== ======== The notes form part of these financial statements 3
TWINCENTRIC INTEGRATION LIMITED BALANCE SHEET 30 November 2002 2002 2001 Notes (pound) (pound) (pound) (pound) FIXED ASSETS Tangible assets 5 - 29,278 CURRENT ASSETS Stocks - 29,500 Debtors 6 3,467 138,198 Cash at bank and in hand 120 357 ---------- --------- 3,587 168,055 CREDITORS Amounts falling due within one year 7 70,676 351,129 ---------- --------- NET CURRENT LIABILITIES (67,089) (183,074) ---------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES (67,089) (153,796) ========== ======== CAPITAL AND RESERVES Called up share capital 8 12,750 12,750 Share premium 9 97,250 97,250 Profit and loss account 9 (177,089) (263,796) ---------- -------- SHAREHOLDERS' FUNDS (67,089) (153,796) ========== ========
The company is entitled to exemption from audit under Section 249A(1) of the Companies Act 1985 for the period ended 30 November 2002. The members have not required the company to obtain an audit of its financial statements for the period ended 30 November 2002 in accordance with Section 249B(2) of the Companies Act 1985. The director acknowledges his responsibilities for: (a) ensuring that the company keeps accounting records which comply with Section 221 of the Companies Act 1985 and (b) preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Section 226 and which otherwise comply with the requirements of the Companies Act 1985 relating to financial statements, so far as applicable to the company. These financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective June 2002). ON BEHALF OF THE BOARD: ..................................................................... A J McGurk - Director Approved by the Board on ............................................ 4 TWINCENTRIC INTEGRATION LIMITED NOTES TO THE FINANCIAL STATEMENTS For The Period 1 January 2002 to 30 November 2002 1. ACCOUNTING POLICIES Accounting convention The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective June 2002). Turnover Turnover represents net invoiced sales of services, excluding value added tax. Tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. Fixtures and fittings - 20% straight line Computer equipment - 33% straight line Stocks Work in progress is valued at the lower of cost and net realisable value. Cost includes all direct expenditure and an appropriate proportion of fixed and variable overheads. Deferred tax Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Pensions The company operates a defined contribution pension scheme. Contributions payable for the period are charged in the profit and loss account. 2. OPERATING LOSS The operating loss is stated after charging/(crediting):
Period 1.1.02 to Year Ended 30.11.02 31.12.01 (pound) (pound) Depreciation - owned assets 35,371 35,260 Profit on disposal of fixed assets (1,784) - Pension costs 5,348 - ======== ======= Directors' emoluments and other benefits etc 64,167 84,060 ======== =======
3. EXCEPTIONAL ITEMS On 30 November 2002 the trade and assets were sold to Twincentric Limited. 5 TWINCENTRIC INTEGRATION LIMITED NOTES TO THE FINANCIAL STATEMENTS - continued For The Period 1 January 2002 to 30 November 2002 4. TAXATION Analysis of the tax credit The tax credit on the profit on ordinary activities for the period was as follows:
Period 1.1.02 to Year Ended 30.11.02 31.12.01 (pound) (pound) Current tax: UK corporation tax (3,467) (32,021) -------- ------- Tax on profit/(loss) on ordinary activities (3,467) (32,021) ======== ======= 5. TANGIBLE FIXED ASSETS Fixtures and Computer fittings equipment Totals (pound) (pound) (pound) COST At 1 January 2002 24,380 160,542 184,922 Additions - 64,309 64,309 Disposals (24,380) (224,851) (249,231) ---------- --------- -------- At 30 November 2002 - - - ---------- --------- -------- DEPRECIATION At 1 January 2002 12,521 143,123 155,644 Charge for period 4,070 31,301 35,371 Eliminated on disposal (16,591) (174,424) (191,015) ---------- --------- -------- At 30 November 2002 - - - ---------- --------- -------- NET BOOK VALUE At 30 November 2002 - - - ========== ========= ======== At 31 December 2001 11,859 17,419 29,278 ========== ========= ======== 6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2002 2001 (pound) (pound) Trade debtors - 78,133 Other debtors - 30,165 Tax 3,467 29,900 ---------- -------- 3,467 138,198 ========== ========
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TWINCENTRIC INTEGRATION LIMITED NOTES TO THE FINANCIAL STATEMENTS - continued For The Period 1 January 2002 to 30 November 2002 7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR 2002 2001 (pound) (pound) Bank loans and overdrafts - 129,984 Trade creditors - 62,930 Other creditors 69,492 148,896 Social security and other taxes - 9,319 Directors' current accounts 184 - Accruals and deferred income 1,000 - ---------- -------- 70,676 351,129 ========== ======== 8. CALLED UP SHARE CAPITAL Authorised: Number: Class: Nominal 2002 2001 value: (pound) (pound) 14,000 Ordinary (pound)1 14,000 14,000 ======== ======= Allotted, issued and fully paid: Number: Class: Nominal 2002 2001 value: (pound) (pound) 12,750 Ordinary (pound)1 12,750 12,750 ======== ======= 9. RESERVES Profit and loss Share account premium Totals (pound) (pound) (pound) At 1 January 2002 (263,797) 97,250 (166,547) Retained profit for the period 86,708 - 86,708 ---------- --------- -------- At 30 November 2002 (177,089) 97,250 (79,839) ========== ========= ========
This page does not form part of the statutory financial statements 7 TWINCENTRIC INTEGRATION LIMITED REPORT OF THE ACCOUNTANTS TO THE DIRECTOR OF TWINCENTRIC INTEGRATION LIMITED As described on the balance sheet you are responsible for the preparation of the financial statements for the period ended 30 November 2002 set out on pages three to seven and you consider that the company is exempt from an audit. In accordance with your instructions, we have compiled these unaudited financial statements in order to assist you to fulfil your statutory responsibilities, from the accounting records and information and explanations supplied to us. James & Cowper Chartered Accountants Buxton Court 3 West Way Botley Oxford OX2 0JB Date: ............................................. This page does not form part of the statutory financial statements 8
TWINCENTRIC INTEGRATION LIMITED TRADING AND PROFIT AND LOSS ACCOUNT For The Period 1 January 2002 to 30 November 2002 Period Year Ended 1.1.02 to 30.11.02 31.12.01 (pound) (pound) (pound) (pound) Sales 378,645 564,229 Cost of sales Purchases 54,158 136,543 Carriage 47 18 Other direct costs - 31,902 ---------- --------- 54,205 168,463 ---------- -------- GROSS PROFIT 324,440 395,766 Other income Loans written off 3,000 - Deposit account interest 113 2,376 ---------- --------- 3,113 2,376 ---------- -------- 327,553 398,142 Expenditure Directors' salaries 64,167 84,060 Directors' social security 6,963 32,302 Directors' pensions paid - 5,721 Wages & social security 261,845 226,726 Pensions 5,348 - Temporary staff & recruitment 14,350 7,100 Redundancy payments 15,043 10,140 Payments in lieu of notice - 25,950 Staff training & welfare 17,009 17,384 Rent 26,226 28,815 Rates 4,545 6,262 Service charges 1,679 660 Light & heat 4,761 5,210 Cleaning 810 1,260 Telephone & fax 5,640 5,976 Post & stationery 735 1,675 Travel & subsistence 12,456 20,107 Motor expenses 9,195 7,161 Internet provider charges 10,969 15,943 Insurance 13,340 9,025 Information & publications 48 361 Repairs & renewals 1,102 16,997 Subscriptions 167 721 Equipment hire 270 360 Sundry expenses 2,302 8,139 Accountancy 1,475 - Professional fees 12,000 - Legal fees 4,617 4,090 Entertainment 4,492 2,535 Depreciation of tangible fixed assets 35,371 35,260 Consultancy fees 50,379 56,564 Management fees - (11,500)
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TWINCENTRIC INTEGRATION LIMITED TRADING AND PROFIT AND LOSS ACCOUNT For The Period 1 January 2002 to 30 November 2002 Period Year Ended 1.1.02 to 30.11.02 31.12.01 (pound) (pound) (pound) (pound) Brought forward 587,304 327,553 625,004 398,142 ---------- --------- 587,304 625,004 ---------- -------- (259,751) (226,862) Finance costs Bank charges 5,203 3,311 Credit card 621 - Bank interest 15,110 13,405 Bank loan interest 2,125 - Other interest paid 143 - Hire purchase 1,148 - Foreign exchange differences 158 779 ---------- --------- 24,508 17,495 ---------- -------- (284,259) (244,357) Profit on disposal of fixed assets Computer equipment 1,784 - ---------- -------- (282,475) (244,357) Exceptional items Profit/loss on sale of operation 365,716 - ---------- -------- NET PROFIT/(LOSS) 83,241 (244,357) ========== ========
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