30th Sep 2009 18:00
For immediate release 30 September 2009 PNC TELECOM PLC ("PNC" or the "Company") Audited Resultsfor the year ended 31 March 2009
The Board of PNC announces that it has today posted the Report and Accounts forthe year ended 31 March 2009 to shareholders. A copy of the Report and Accountswill be available from the Company's website, being www.telecom-plc.co.uk. Setout below is the full text of the Report and Accounts.Enquiries:PNC Telecom PLC: Tel: 0207 251 3762 Leo Knifton, Chairman Nominated Adviser: Tel: 0207 628 3396 Beaumont Cornish Limited Michael Cornish Chairman's statement
The Group made a trading loss of 322,000 in the year ended 31 March 2009 (2008: loss 52,000) and exceptional loss of 610,000 on goodwill, and fixed and current assets in respect of Specs and Lenses net of a release of a provision for property lease and guarantees (see note 5 to the accounts).
Your Directors are currently focused on the VAT reclaim from HMRC which is entering its final stages.
Whilst we have been dealing in electronic gaming consoles with the majority ofturnover being accounted for by sales of Nintendo Wii games consoles, we arenow focusing our attention on trading mobile phones as the current marketconditions and exchange rates have presented a number of opportunities.
Specs and Lenses have closed their retail operation in Freeport and are selling their stock from an office in Clacton and online.
Our investment in S4T Plc has been fully provided due to uncertainty of recovery of any of the 100,000 investment.
Your Directors are actively looking for other businesses to add to the group to bring in further income.
We will keep you informed of any further developments.
L.E.V. KniftonChairman30 September 2009. PNC TELECOM PLC Report of the Directors for the year ended 31 March 2009
The Directors present their annual report and the audited financial statements for the year ended 31 March 2009.
PRINCIPAL ACTIVITIES
The principal activity of the company is the export and import of mobile phones and other electrical equipment and the sale of spectacles and related lenses.
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
A review of the business and future developments is contained in the Chairman's Statement.
KEY PERFORMANCE INDICATORS
The directors consider the key performance indicators of the company to be its operating loss for the year of 322,000.
KEY RISKS AND UNCERTAINTIES
The key risks and uncertainties that are currently facing the Company is the possibility that the VAT refund may not be received.
DIVIDEND
The Directors resolved that no dividend will be paid for the year ended 31 March 2009.
DIRECTORS AND THEIR INTERESTS
The Directors of the Company, all of whom served throughout the year except where stated below were:-
J.W. CaseL.E.V. KniftonDIRECTORS' INTERESTS
The interests of the Directors and persons connected with them in the issued share capital of the Company as notified to the Company were as follows:
Directors 31 March 2009 31 March 2008 Ordinary Shares Ordinary Shares 0.1p each 0.1p each J.W.Case 13,850,000 13,850,000 L.E.V. Knifton 1,000,000 - SUBSTANTIAL INTERESTSThe company has been notified of the following persons (other than thosereferred to in the paragraph above) who hold interests (as defined in Part VIof the Act) in 3 per cent or more of the issued ordinary share capital of theCompany at 29 September 2009. Number of Percentage of 0.01p Shares Ordinary Share Capital JIM Nominees Limited 356,920,350 28.22% Bade Finance Limited 185,000,000 14.63% Brewin Nominees Limited 100,000,000 7.91% Barclayshare Nominees Limited 53,862,177 4.26%
TD Waterhouse Nominees (Europe) 52,091,358 4.12%
Rock Nominees Ltd 39,300,000 3.11%
Save as disclosed above, the Directors are not aware of any other interests that represent or will represent 3 per cent or more of the issued ordinary share capital of the Company.
POLICY OF PAYMENT OF CREDITORS
It was the Company's normal practice to agree payments terms with all its suppliers. Payment was made when it has been confirmed that the goods or services had been provided in accordance with the agreed contractual terms and conditions. Creditor days, represented by the aggregate amount of trade creditors at the year end compared with the aggregate amount invoiced by suppliers in the year, in 2009 were 65 days (2008 - 37 days)
CORPORATE GOVERNANCE
The Company is not required to comply with the code of Best Practice as set outin Section 1 of the Combined Code appended to the Listing Rules of theFinancial Services Authority as it is listed on AIM. All relevant discussionsbeing taken by the full board.
PUBLICATION OF ACCOUNTS ON COMPANY WEBSITE
Financial statements are published on the company's website. The maintenanceand integrity of the website is the responsibility of the directors. Thedirectors' responsibility also extends to the financial statements containedtherein.INDEMNITY OF OFFICERS
The Group may purchase and maintain, for any director or officer, insurance against any liability and the Group does maintain appropriate insurance cover against legal action brought against its directors and officers.
FINANCIAL INSTRUMENTS
The group does not have formal policies on interest rate risk or foreigncurrency risk. The Group is exposed to foreign currency risk on sales,purchases and borrowings that are denominated in a currency other than poundsterling ( ). The Group maintains a natural hedge that minimizes the foreignexchange exposures by matching foreign currency income with foreign currencycosts.The Group does not consider it necessary to enter into foreign exchangecontracts in managing its foreign exchange risk resulting from cash flows fromtransactions denominated in foreign currency, given the nature of the businessfor the time being.
The group prepares periodic working capital forecasts for the foreseeable future, allowing an assessment of the cash requirements of the company, to manage liquidity risk. The directors have considered the risk posed by liquidity and are satisfied that there is sufficient growth and equity in the company.
POST BALANCE SHEET EVENTS
There are no events to report.
GOING CONERN
After making appropriate enquiries, the directors consider that the Company andthe Group has adequate resources to continue in operational existence for theforeseeable future. For this reason they continue to adopt the going concernbasis in preparing the financial statements. This is reflected in note 1 to thefinancial statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for eachfinancial year. Under that law the directors have elected to prepare thefinancial statements in accordance with International Financial ReportingStandards (IFRSs) as adopted for use in the European Union. The financialstatements are required by law to give a true and fair view of the state ofaffairs of the company and the Group and of the profit or loss of the Group forthat Year. In preparing these financial statements, the directors are requiredto:- select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the company will continue in business.
- to follow IFRS as adopted by the European Union
The directors are responsible for keeping proper accounting records whichdisclose with reasonable accuracy at any time the financial position of thecompany and the Group and to enable them to ensure that the financialstatements comply with the Companies Act 1985, and as regards the groupfinancial statements, article 4 of the IAS regulations. They are alsoresponsible for safeguarding the assets of the company and the Group and hencefor taking reasonable steps for the prevention and detection of fraud and otherirregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (asdefined by Section 234ZA of the Companies Act 1985) of which the Group'sauditors are unaware, and each director has taken all the steps that he oughtto have taken as a director in order to make himself aware of any relevantaudit information and to establish that the Group's auditors are aware of thatinformation.AUDITORS
The auditors, Jeffreys Henry LLP, will be proposed for re-appointment in accordance with Section 489 of the Companies Act 2006 in the Annual General Meeting.
ON BEHALF OF THE BOARD:L.E.V. KniftonCompany Director30 September 2009 Report of the Independent Auditors to the Shareholders of PNC TELECOM PLC We have audited the group and parent company financial statements ("thefinancial statements") of PNC Telecom Plc which include the consolidated incomestatement, the consolidated and parent company balance sheets, the consolidatedand parent company cashflow statements, consolidated statement of changes inequity for the year ended 31 March 2009 and the related notes. These financialstatements have been prepared under the accounting policies set out therein.This report is made solely to the Company's members, as a body, in accordancewith Section 235 of the Companies Act 1985. Our audit work has been undertakenfor no purpose other than to draw to the attention of the Company's membersthose matters which we are required to include in an auditor's report addressedto them. To the fullest extent permitted by law, we do not accept or assumeresponsibility to any party other than the Company and Company's members as abody, for our audit work, for this report, or for the opinions we have formed.
Respective Responsibilities of Directors and Auditors
As described in the Statement of Directors' responsibilities, the group'sdirectors are responsible for preparing the financial statements in accordancewith applicable law and International Financial Reporting Standards (IFRSs) asadopted for use in the European Union.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a trueand fair view and are properly prepared in accordance with the Companies Act1985 and, as regard group financial statements, Article 4 of the ISARegulation. We also report to you if, in our opinion, the Directors' report isnot consistent with the financial statements. The information given in theDirectors' report includes that specific information mentioned in theChairman's statement that is cross referred from the Review of the Businesssections of the directors' report.
In addition, we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read the other information contained in the Annual Report and considerwhether it is consistent with the audited financial statements. The otherinformation comprises only the Directors' Report and the Chairman's Statement.We consider the implications for our report if we become aware of any apparentmisstatements or material inconsistencies with the financial statements. Ourresponsibilities do not extend to any other information.
Basis of Audit Opinion
We conducted our audit in accordance with International Standards on Auditing(UK and Ireland) issued by the Auditing Practices Board. An audit includesexamination, on a test basis, of evidence relevant to the amounts anddisclosures in the financial statements. It also includes an assessment of thesignificant estimates and judgements made by the Directors in the preparationof the financial statements, and of whether the accounting policies areappropriate to the Company's circumstances, consistently applied and adequatelydisclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Emphasis of matter - going concern
In forming our opinion, which is not qualified, we have considered the adequacyof the disclosure made in the accounting policies on page 23 of the financialstatements concerning the company's ability to continue as a going concern. TheGroup incurred a net loss of 1,078,000 for the year ended 31 March 2009 and,at that date, the Group's net current liabilities included a VAT balancerecoverable of 1,248,000, which is the subject of an ongoing dispute (see note12). These conditions indicate the existence of a material uncertainty whichmay cast significant doubt about the company's ability to continue as a goingconcern. The financial statements do not include the adjustments that wouldresult if the Group was unable to continue as a going concern.
Opinion
In our opinion:
- the Group financial statements give a true and fair view, in accordance withInternational Financial Reporting Standards (IFRS's) as adopted for use in theEuropean Union, of the state of affairs of the Group and the Company as at 31March 2009 and of its loss and cash flows of the Group for the year then ended;
- the parent company financial statements give a true and fair view, in accordance with IFRS's as adopted by the European Union as applied in accordance with provisions of the Companies Act 1985, of the state of the parent company's affairs as at 31 March 2009;
- the financial statements have been properly prepared in accordance with theCompanies Act 1985 and, as regard the group financial statements, article 4 ofthe IAS regulation; and
- the information given in the Report of the Directors is consistent with the financial statements.
30 September 2009Jeffreys Henry LLP Finsgate
Chartered Accountants 5-7 Cranwood Street
Registered Auditors London EC1V 9EE
PNC TELECOM PLC Consolidated Income Statement For the year ended 31 March 2009 Notes 31 March 31 March 2009 2008 GBP'000 GBP'000 Revenue 2 713 179 Cost of Sales (672) (144) Gross Profit 41 35 Operating expenses (363) (346) Operating Loss (322) (311) Exceptional expenses (net) (610) - Other operating income - 314 Operating Profit (Loss) (932) 3 Finance income 4 4 96 Finance costs 4 (150) (151) _______ _______ Profit/(loss) before tax (1,078) (52) Tax expense 6 - - Profit/(Loss) for the year 5 (1,078) (52) Attributable to:
Equity holders of the company (1,078) (52)
Pence Pence Earnings / (loss) per share Basic & Diluted 7 (0.17) (0.02) PNC TELECOM PLC Consolidated Statement of Changes in Equity for the year ended 31 March 2009 Share Capital Share Merger Retained Ordinary Deferred Premium Relief Earnings Total shares Reserve of Ordinary Shares of 0.1p 4.9p each each GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 As at 1 April 653 2,346 48,013 324 (50,848) 488 2008 Loss after tax - - - - (1,078) (1,078) for the year As at 31 March 653 2,346 48,013 324 (51,926) (590) 2009 Share Capital Share Merger Retained Ordinary Deferred Premium Relief Earnings Total shares Reserve of Ordinary Shares of 0.1p 4.9p each each GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 As at 1 April 208 2,346 48,033 - (50,796) (209) 2007 Shares issued 445 - - - - 445 Loss after tax - - - - (52) (52) for the year Arising on - - - 324 - 324 acquisition of Subsidiary Share issue - - (20) - - (20) costs As at 31 March 653 2,346 48,013 324 (50,848) 488 2008
Share capital is the amount subscribed for shares at nominal value.
Retained profit represents the cumulative deficit of the Company attributable to equity shareholders.
Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses.
PNC TELECOM PLC Consolidated Balance Sheet As at 31 March 2009 Note 2009 2008 GBP'000 GBP'000 ASSETS Non-Current Assets Goodwill 9 - 429 Investments 10 - 100
Property, plant and equipment 8 8 74
8 603 Current Assets Inventories 11 6 18 Trade and other receivables 12 1,262 1,326 Cash and cash equivalent 13 16 191 1,284 1,535 CURRENT LIABILITIES Trade and other payables 14 (845) (579)
Financial Liabilities - Borrowings:
Interest bearing loan 15 (652) (686) (1,497) 1,265 NET CURRENT LIABILITIES (213) 270 NON CURRENT LIABILITIES
Non-Interest bearing loans and borrowings 16 (385) (385)
NET ASSETS (LIABILITIES) (590) 488 EQUITY AND LIABILITIES Called-up Share capital 17 2,999 2,999 Share premium accounts 18 48,013 48,013 Merger reserve 18 324 324 Retained earnings 18 (51,926) (50,848) TOTAL SHAREHOLDERS' EQUITY (590) 488
The financial statements were approved and authorised for issue by the Board on 30 September 2009 and signed on its behalf by:
L.E.V. KniftonDirector PNC TELECOM PLC Balance Sheet As at 31 March 2009 Note 2009 2008 GBP'000 GBP'000 ASSETS Non-Current Assets Investments 10 - 609
Property, plant and equipment 8 8 9
8 618 Current Assets Inventories 11 3 3 Trade and other receivables 12 1,250 1,424 Cash and cash equivalent 13 3 91 1,256 1,518 CURRENT LIABILITIES Trade and other payables 14 (790) (571)
Financial liabilities - Borrowings:
Interest bearing loan 15 (652) (686) (1,442) (1,257)
Net Current Assets/(Liabilities) (186) 261
NON CURRENT LIABILITIES
Loan Interest bearing loans and borrowings 16 (385) (385)
Net assets liabilities (563) 494 EQUITY AND LIABILITIES Share capital 17 2,999 2,999 Share premium accounts 18 48,013 48,013 Merger reserve 18 324 324 Retained earnings 18 (51,899) (50,842) TOTAL EQUITY (563) 494
The financial statements were approved and authorised for issue by the Board on 30 September 2009 and signed on its behalf by:
L.E.V. KniftonDirector PNC TELECOM PLC Consolidated Cash Flow Statement for the year ended 31 March 2009 2009 2008 Notes GBP'000 GBP'000
Cash flows from operating activities Cash generated from (absorbed in) 1 (153) 254
operations Finance costs - (151)
Net cash from operating activities (153) 103
Cash flows from investing activities
Acquisition of tangibles (26) (65) Interest received 4 2 Net cash from investing activities (22) (63)
Cash flows from financing activities
Issue of new shares - 190 Repayment of loans - (40)
Net cash from financing activities - 150
Increase/(decrease) in cash and cash (175) 190
equivalents
Cash and cash equivalents at beginning 191 1
of year
Cash and cash equivalents at end of year 16 191
Represented by: Cash at bank 16 191 PNC TELECOM PLC Company Cash Flow Statement for the year ended 31 March 2009 2009 2008 Notes GBP'000 GBP'000
Cash flows from operating activities Cash generated from (absorbed in) 1 (92) 89
operations Finance costs - (151)
Net cash from operating activities (92) (62)
Cash flows from investing activities
Interest received 4 2
Net cash from investing activities 4 2
Cash flows from financing activities
Issue of new shares - 190 Repayment of loans - (40)
Net cash from financing activities - 150
Increase/(decrease) in cash and cash (88) 90
equivalents
Cash and cash equivalents at beginning 91 1
of year
Cash and cash equivalents at end of year 3 91
Represented by: Cash at bank 3 91 PNC TELECOM PLC Notes to the Group Cash Flow Statement for the year ended 31March 2009
1 RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS
Group 2009 2008 GBP000 GBP000 Operating loss for the year (322) (311) Adjustments for:
Depreciation of property, plant and equipment 17 1
Other operating income - 314
Operating cash flows before movements in working (305) 4 capital
(Increase)/Decrease in inventories (26) (15) (Increase)/Decrease in receivables 64 (37) (Decrease)/Increase in payables 148 302 (Decrease)/Increase in short term loans (34) -
Cash generated from operations (153) 254
Company 2009 2008 GBP000 GBP000 Operating loss for the year (275) (305) Adjustments for:
Depreciation of property, plant and equipment 1 1
Other operating income - 314
Operating cash flows before movements in working (274) 10 capital
(Increase)/Decrease in receivables 174 (41) (Decrease)/Increase in payables 42 120 (Decrease)/Increase in short term loans (34) -
Cash generated from operations (92) 89
GENERAL INFORMATION
PNC Telecom Plc is a company incorporated in the United Kingdom under the Companies Act 1985 and quoted on the Alternative Investment Market of the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal activity of the Group is described in the Directors Report.
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with InternationalFinancial Reporting Standards and IFRIC interpretations issued by theInternational Accounting Standards Board (IASB) as adopted by the EuropeanUnion and with those parts of the Companies Act 1985 applicable to companiesreporting under IFRS. The financial statements have been prepared under thehistorical cost convention. The principle accounting policies adopted are setout below.
(a) Standards, amendment and interpretations effective in 2008
The following interpretation to published standards is mandatory for accountingperiods beginning on or after 1 January 2008 but is not relevant to the Group'soperations:
* IFRIC 12, `Service concession arrangements';
* IFRIC 13, `Customer loyalty programmes'; and
* IFRIC 14 IAS 19, `The limit on a defined asset, minimum funding
requirements and their interaction' (effective from 1 January 2008).
b. Standards, amendments and interpretations to existing standards that are
not yet effective and have not been adopted early by the Group. * IAS 1 Revised - Presentation of Financial Statements (effective from 1 January 2009). Key changes include, the requirement to aggregate information in the financial statements on the basis of shared
characteristics, the introduction of a Statement of Comprehensive Income &
changes in titles of some of the financial statements.
Preparers of financial statements will have the option of presenting income andexpense and components of other comprehensive income either in a singlestatement or in two separate statements (a separate income statement followedby a statement of comprehensive income).
The new titles for the financial statements (for example 'statement of financial position' instead of balance sheet) will be used in the accounting standards but are not mandatory for use in financial statements.
The expected impact is still being assessed in detail by management as the IASB is involved in discussions to examine more fundamental questions about the presentation of information in financial statements.
* IFRS 8 - Operating Segments (effective from 1 January 2009). IFRS 8
replaces IAS 14 and aligns segment reporting with the requirements of the
US standard SFAS 131, "Disclosures about segments of an enterprise and
related information". The new standard requires a "management approach",
under which segment information is presented on the same basis as that used
for internal reporting purposes. The expected impact is still being
assessed in detail by management, but it appears likely that the number of
reportable segments, as well as the manner in which segments are reported,
will change in a manner that is consistent with the internal reporting
provided to the chief operating decision-maker.
* IAS 27(2008) - Consolidated and Separate Financial Statements (effective
from 1 July 2009).
* IFRS 1 (Amendment) `First time adoption of IFRS', and IAS 27 `Consolidated
and separate financial statements' (effective from 1 January 2009).
* IFRS 2 (Amendment), `Share-based payment' (effective from 1 January 2009).
The amended standard deals with vesting conditions and cancellations. It
clarifies that vesting conditions are service conditions and performance
conditions only. Other features of a share-based payment are not vesting
conditions. These features would need to be included in the grant date fair
value for transactions with employees and others providing similar services; they would not impact the number of awards expected to vest or valuation thereof subsequent to grant date. All cancellations, whether by the entity or by other parties, should receive the same accounting
treatment. The company will apply IFRS 2 (Amendment) from 1 January 2009.
It may have a material impact on the Group's financial statements depending
on the specific circumstances of any share options granted in the future.
* IFRS 3 (Revised), `Business combinations' (effective from 1 July 2009). The
revised standard continues to apply the acquisition method to business
combinations, with some significant changes. For example, all payments to
purchase a business are to be recorded at fair value at the acquisition
date, with contingent payments classified as debt subsequently re-measured
through the income statement. There is a choice on an
acquisition-by-acquisition basis to measure the non-controlling interest in
the acquiree either at fair value or at the non-controlling interest's
proportionate share of the acquiree's net assets. All acquisition-related
costs should be expensed. The Group will apply IFRS 3 (Revised) prospectively to all business combinations from 1 January 2010. * IFRS 5 (Amendment), `Non-current assets held-for-sale and discontinued
operations' (and consequential amendment to IFRS 1, `First-time adoption')
(effective from 1 July 2009). The amendment is part of the IASB's annual
improvements project published in May 2008. The amendment clarifies that
all of a subsidiary's assets and liabilities are classified as held for
sale if a partial disposal sale plan results in loss of control. Relevant
disclosure should be made for this subsidiary if the definition of a
discontinued operation is met. A consequential amendment to IFRS 1 states
that these amendments are applied prospectively from the date of transition
to IFRSs. The Group will apply the IFRS 5 (Amendment) prospectively to all
partial disposals of subsidiaries from 1 January 2010.
* IAS 36 (Amendment), `Impairment of assets' (effective from 1 January 2009).
The amendment is part of the IASB's annual improvements project published
in May 2008. Where fair value less costs to sell is calculated on the basis
of discounted cash flows, disclosures equivalent to those for value-in-use
calculation should be made. The Group will apply the IAS 36 (Amendment) and
provide the required disclosure where applicable for impairment tests from
1 January 2009.
* IAS 19 (Amendment), `Employee benefits' (effective from 1 January 2009).
The amendment is part of the IASB's annual improvements project published
in May 2008. The amendment clarifies that a plan amendment that results in
a change in the extent to which benefit promises are affected by future
salary increases is a curtailment, while an amendment that changes benefits
attributable to past service gives rise to a negative past service cost if it results in a reduction in the present value of the defined benefit obligation. The definition of return on plan assets has been amended to state that plan administration costs are deducted in the calculation of
return on plan assets only to the extent that such costs have been excluded
from measurement of the defined benefit obligation. The distinction between
short term and long term employee benefits will be based on whether benefits are due to be settled within or after 12 months of employee service being rendered. IAS 37, `Provisions, contingent liabilities and contingent assets, requires contingent liabilities to be disclosed, not
recognised. IAS 19 has been amended to be consistent. The Group will apply
the IAS 19 (Amendment) from 1 January 2009.
* IAS 39 (Amendment), `Financial instruments: Recognition and measurement'
(effective from January 2009). The amendment is part of the IASB's annual
improvements project published in May 2008. This amendment clarifies that
it is possible for there to be movements into and out of the fair value
through profit or loss category where a derivative commences or ceases to
qualify as a hedging instrument in cash flow or net investment hedge. The
definition of financial asset or financial liability at fair value through
profit or loss as it relates to items that are held for trading is also
amended. This clarifies that a financial asset or liability that is part of
a portfolio of financial instruments managed together with evidence of an
actual recent pattern of short-term profit taking is included in such a
portfolio on initial recognition. The current guidance on designating and
documenting hedges states that a hedging instrument needs to involve a
party external to the reporting entity and cites a segment as an example of
a reporting entity. This means that in order for hedge accounting to be
applied at segment level, the requirements for hedge accounting are
currently required to be met by the applicable segment. The amendment
removes the example of a segment so that the guidance is consistent with
IFRS 8, `Operating segments', which requires disclosure for segments to be
based on information reported to the chief operating decision-maker.
Currently, for segment reporting purposes, each subsidiary designates
contracts with group treasury as fair value or cash flow hedges so that the
hedges are reported in the segment to which the hedged items relate. This
is consistent with the information viewed by the chief operating
decision-maker. After the amendment is effective, the hedge will continue
to be reflected in the segment to which the hedged items relate (and
information provided to the chief operating decision-maker), but the
company will not formally document and test this relationship. When
remeasuring the carrying amount of a debt instrument on cessation of fair
value hedge accounting, the amendment clarifies that a revised effective
interest rate (calculated at the date fair value hedge accounting ceases)
are used. The company will apply the IAS 39 (Amendment) from 1 January 2009. It is not expected to have an impact on the company's income statement.
* There are a number of minor amendments to IFRS 7, `Financial instruments:
Disclosures', IAS 8, `Accounting policies, changes in accounting estimates
and errors', IAS 10, `Events after the reporting period', IAS 18, `Revenue'
and IAS 34, `Interim financial reporting', which are part of the IASB's
annual improvements project published in May 2008 (not addressed above).
These amendments are unlikely to have an impact on the company's accounts
and have therefore not been analysed in detail.
(c) Standards, amendments and interpretations to existing standards that arenot yet effective and not relevant to the Group's operations. The followinginterpretations to existing standards have been published and are mandatory forthe company's accounting periods beginning on or after 1 January 2008 or laterperiods but are not relevant to the Group's operations:
* IFRS 5 (Amendment), `Non-current assets held-for-sale and discontinued
operations' (and consequential amendments to IFRS 1, `First-time adoption')
(effective from 1 July 2009).
* IAS 1 (Amendment), `Presentation of financial statements' - `Puttable
financial instruments and obligations arising on liquidation' (effective
from 1 January 2009).
* IAS 16 (Amendment), `Property, plant and equipment' (and consequential
amendment to IAS 7, `Statement of cash flows') (effective from 1 January
2009). * IAS 19 (Amendment), `Employees benefits' (effective from 1 January 2009).IAS 20
(Amendment), `Accounting for government grants and disclosure of government assistance' (effective from 1 January 2009).
* IAS 23 (Amendment), `Borrowing costs' (effective from 1 January 2009). * IAS 28 (Amendment), `Investments in associates' (and consequential amendments to IAS 32, `Financial Instruments: Presentation' and IFRS 7, `Financial instruments: Disclosures') (effective from 1 January 2009).
* IAS 29 (Amendment), `Financial reporting in hyperinflationary economies'
(effective from 1 January 2009). * IAS 31 (Amendment), `Interest in joint ventures' (and consequential amendments to IAS 32 and IFRS 7) (effective from 1 January 2009).
* IAS 40 (Amendment), `Investment property' (and consequential amendments to
IAS 16) (effective from 1 January 2009).
* IAS 41 (Amendment), `Agriculture' (effective from 1 January 2009).
* IFRIC 15, `Agreements for construction of real estate' (effective from 1
January 2009).
* The minor amendments to IAS 20 `Accounting for government grants and
disclosure of government assistance', and IAS 20, `Financial reporting in
hyperinflationary economies', IAS 40, ` Investment property', and IAS 41,
`Agriculture'.
* IFRIC 16, `Hedges of a net investment in a foreign operation'.
ConsolidationSubsidiaries
Subsidiaries are all entities over which PNC Telecom Plc has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to PNC Telecom Plc. They are de-consolidated from the date that control ceases.
The purchase method of accounting is used to account for the acquisition ofsubsidiaries by the Group. The cost of an acquisition is measured as the fairvalue of the assets given, equity instruments issued and liabilities incurredor assumed at the date of exchange, plus costs directly attributable to theacquisition. Identifiable assets acquired and liabilities and contingentliabilities assumed in a business combination are measured initially at theirfair values at the acquisition date, irrespective of the extent of any minorityinterest. The excess of the cost of acquisition over the fair value of theGroup's share of the identifiable net assets acquired is recorded as goodwill.If the cost of acquisition is less than the fair value of the net assets of thesubsidiary acquired, the difference is recognised directly in the incomestatement.
Subsidiaries
Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted the Group.
Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fairvalue of the Group's share of the net identifiable assets of the acquiredsubsidiary or associate at the date of acquisition. Goodwill on acquisitions ofsubsidiaries is included in `intangible assets'. Goodwill on acquisitions ofassociates is included in `investments in associates' and is tested forimpairment as part of the overall balance. Separately recognised goodwill istested annually for impairment and carried at cost less accumulated impairmentlosses. Impairment losses on goodwill are not reversed. Gains and losses on thedisposal of an entity include the carrying amount of goodwill relating to theentity sold.Goodwill is allocated to cash-generating units for the purpose of impairmenttesting. The allocation is made to those cash-generating units or Groups ofcash-generating units that are expected to benefit from the businesscombination in which the goodwill arose. The Group allocates goodwill to eachbusiness segment in each country in which it operates.
(b) Website
Website development costs are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over the estimated useful economic life of 3 years.
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are notsubject to amortisation and are tested annually for impairment. Assets that aresubject to amortisation are reviewed for impairment whenever events or changesin circumstances indicate that the carrying amount may not be recoverable. Animpairment loss is recognised for the amount by which the asset's carryingamount exceeds its recoverable amount. The recoverable amount is the higher ofan asset's fair value less costs to sell and value in use. For the purposes ofassessing impairment, assets are grouped at the lowest levels for which thereare separately identifiable cash flows (cash-generating units). Non-financialassets other than goodwill that suffered impairment are reviewed for possiblereversal of the impairment at each reporting date.
Property, plant and equipment
Tangible non-current assets are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the assets carrying amount or recognised as aseparate asset, as appropriate, only when it is probable that future economicbenefits associated with the item will flow to the Group and the cost of theitem can be measured reliably. The carrying amount of the replaced part isderecognised. All other repairs and maintenance are charged to the incomestatement during the financial Year in which they are incurred. Depreciation isprovided at the following annual rates in order to write off each asset overits estimated useful life.Fixtures, fittings and - 15% reducing balance equipment The asset's residual values and useful economic lives are reviewed, andadjusted if appropriate, at each balance sheet date. An asset's carrying amountis written down immediately to its recoverable amount if the asset's carryingamount is greater than its estimated recoverable value.Gains and losses on disposals are determined by comparing the proceeds with thecarrying amount and are recognised within other (losses) or gains in the incomestatement. When revalued assets are sold, the amounts included in otherreserves are transferred to retained earnings.
Revenue recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.
Functional currency translation
i) Functional and presentation currency
The financial statements are presented in Pounds Sterling ( ), which is both the Group's presentation and functional currency.
ii) Transactions and balances
Foreign currency transactions are translated into the presentational currencyusing exchange rates prevailing at the dates of the transactions. Foreignexchange gains and losses resulting from the settlement of such transactionsand from the translation at year end exchange rates of monetary assets andliabilities denominated in foreign currencies are recognised in the incomestatement.
Taxation
The tax expense represents the sum of the tax currently payable and deferredtax. The tax currently payable is based on the taxable profit for the year.Taxable profit differed from net profit as reported in the income statementbecause it excludes items of income or expense that are taxable or deductiblein other years and it further excludes items that are never taxable ordeductible. The entity's liability for current tax is calculated using taxrates that have been enacted or substantively enacted by the balance sheetdate.
Deferred tax
Deferred income tax is provided in full, using the liability method, ontemporary differences arising between the tax bases of assets and liabilitiesand their carrying amounts in the financial statements. However, the deferredincome tax is not accounted for if it arises from initial recognition of anasset or liability in a transaction other than a business combination that atthe time of the transaction affects neither accounting nor taxable profit orloss. Deferred income tax is determined using tax rates (and laws) that havebeen enacted or substantially enacted by the balance sheet date and areexpected to apply when the related deferred income tax asset is realised or thedeferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Operating leases
Rental leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost isdetermined using the first-in, first-out (FIFO) method. The cost of finishedgoods and work in progress comprises raw materials and other direct costs. Itexcludes borrowing costs. Net realisable value is the estimated selling pricein the ordinary course of business, less applicable variable selling expenses.
Trade receivables
Trade receivables are recognised initially at fair value and subsequentlymeasured at amortised cost using the effective interest method, less provisionfor impairment. A provision for impairment is established when there isobjective evidence that the Group will not be able to collect all amounts dueaccording to the original terms of the receivables. Significant financialdifficulties of the debtor, probability that the debtor will enter bankruptcyor financial reorganisation and default or delinquency in payments isconsidered indicators that the trade receivable is impaired.
Trade payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costsincurred. Borrowings are subsequently stated at amortised cost; any differencebetween the proceeds (net of transaction costs) and the redemption value isrecognised in the income statement over the year of the borrowings using theeffective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.
Financial InstrumentsNon-derivative financial instruments comprise investments in equity and debtsecurities, trade and other receivables, cash and cash equivalents, loans andborrowings, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transactions costs, except as described below. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
A financial instrument is recognised when the Group becomes a party to thecontractual provisions of the instrument. Financial assets are derecognised ifthe Group's contractual rights to the cash flows from the financial assetsexpire or if the Group transfers the financial assets to another party withoutretaining control or substantially all risks and rewards of the asset. Regularway purchases and sales of financial assets are accounted for at trade date,i.e. the date that the Group commits itself to purchase or sell the asset.Financial liabilities are derecognised if the Group's obligations specified inthe contract expire or are discharged or cancelled.
Fair values
The carrying amounts of the financial assets and liabilities such as cash andcash equivalents, receivables and payables of the Group at the balance sheetdate approximated their fair values, due to relatively short term nature ofthese financial instruments.The Company provides financial guarantees to licensed banks for creditfacilities extended to a subsidiary company. The fair value of such financialguarantees is not expected to be significantly different as the probability ofthe subsidiary company defaulting on the credit lines is remote.
Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Critical accounting estimates and judgements
The preparation of consolidated financial statements requires the Group to makeestimates and assumptions that affect the application of policies and reportedamounts. Estimates and judgements are continually evaluated and are based onhistorical experience and other factors including expectations of future eventsthat are believed to be reasonable under the circumstances. Actual results maydiffer from these estimates. The estimates and assumptions which have asignificant risk of causing a material adjustment to the carrying amount ofassets and liabilities are discussed below:
a. Impairment of goodwill
The Group is required to test, at least annually, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a suitable discount rate in order to calculate the present value of these cash flows. Actual outcomes could vary.
a. Impairment of intangibles (other than goodwill)
Intangible assets are reviewed for impairment if events or changes incircumstances indicate that the carrying amount may not be recoverable. When areview for impairment is conducted, the recoverable amount is determined basedon value in use calculations prepared on the basis of management's assumptionsand estimates.
b. Impairment of intangibles (other than goodwill)
Intangible assets are reviewed for impairment if events or changes incircumstances indicate that the carrying amount may not be recoverable. When areview for impairment is conducted, the recoverable amount is determined basedon value in use calculations prepared on the basis of management's assumptionsand estimates.
c. Impairment of property, plant and equipment
Property, plant and equipment are reviewed for impairment if events or changesin circumstances indicate that the carrying amount may not be recoverable. Whena review for impairment is conduced, the recoverable amount is determined basedon value in use calculations prepared on the basis of management's assumptionsand estimates.
d. Depreciation of property, plant and equipment
Depreciation is provided so as to write down the assets to their residual values over their estimated useful lived as set out above. The selection of these residual values and estimated lives requires the exercise of management judgement.
e. VAT The VAT debtor is reviewed for impairment if events or changes in circumstancesindicate that the carrying amount may not be recoverable. When a review forimpairment is conducted, the recoverable amount is determined based on currentcase law.Going concernHMRC have withheld repayment of VAT and this has necessitated the curtailmentof the company's trade of the import and export of mobile phones. The Companyhas taken legal advice and is taking action against HMRC for the repayment ofthe VAT and loss of income. Ongoing overhead costs in the year have been keptto a minimum and been financed by loans from the directors.
The directors have undertaken to provide funds for working capital purposes in the next twelve months.
Accordingly, the directors believe that it is appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would be required if this basis was not appropriate.
2 SEGMENTAL ANALYSIS
The Group's primary segment is business segment. The business segment consist of gaming consoles and specs and lenses as shown below:
Gaming Specs Total Consoles & Lenses Segment Results 2009 2009 2009 GBP000 GBP000 GBP000 Revenue 488 225 713 Cost of Sales (450) (222) (672) Gross Profit 38 3 41 Overheads (250) (113) (363) (212) (110) (322) Exceptional costs (68) (542) (610) Net finance expense (146) Loss before taxation (1,078) Segment Assets Property, plant and equipment 8 - 8 Other assets 1,256 28 1,284 1,264 28 1,292 3 EMPLOYEES AND DIRECTORS 2009 2008 GBP'000 GBP'000 Staff Costs Wages and salaries 27 36 Social Security costs 3 3 Other pension costs - 3 30 42 4 NET FINANCE COSTS 2009 2008 GBP'000 GBP'000 Finance income: Deposit account interest 1 96 Other interest 3 - 4 96 Finance costs: Other interest 150 151 Net finance costs 146 55
5 OPERATING LOSS FOR THE YEAR
The operating loss for the year is stated after charging / (crediting):
2009 2008 GBP'000 GBP'000 Depreciation 17 1 Auditors' remuneration - audit fees 23 10 - other fees 5 1
Recovery from claims against former directors - (314)
The analysis of administrative expenses in the consolidated income statement bynature of expense: 2009 2008 GBP'000 GBP'000 Employment costs 46 42 Rent and Rates 92 6 Travelling and entertaining 5 5 Legal and Professional Fees 95 170 Other expenses 100 123 338 346
Other operating income is a VAT repayment supplement.
The analysis of exceptional expenses (net) for the year was as follows:- Impairment of goodwill 429 -
Subsidiary's finished goods provision for 38 - obsolescence
Provision for property lease guarantees no longer (32) - required
Impairment of Investments in S4T Plc 100 -
Impairment of tangible fixed assets in Subsidiary 75 -
610 - 6 INCOME TAX EXPENSE
The tax charge on the profit for the year was as follows:
2009 2008 GBP000 GBP000 Current tax: Corporation tax - - - - Deferred tax - - Total - - Loss before tax (1,078) (52) 2009 2008 GBP000 GBP000 Loss on ordinary activities before taxation (323)
(16)
multiplied by standard rate of UK corporation tax of 30% (2008 - 30%) Effects of: Non deductible expenses - - Other tax adjustment 323 16 - - Current tax charge - -
The company has trading losses of 948,000 (2008: 748,000) and excess management expenses of 3,043,527 (2008 - 3,045,508) available for carry forward which are subject to agreement with the Inland Revenue.
7 EARNINGS PER SHARE
The calculation of earnings per ordinary share is based on earnings after taxand the weighted average number of ordinary shares in issue during the year.For diluted earnings per share, the weighted average number of ordinary sharesin issue is adjusted to assume conversion of all dilutive potential ordinaryshares.
Details of the adjusted earnings per share are set out below:
The weighted average number of shares used was: 2009 2008
GBP'000 GBP'000 Basic 653,084 287,442 Diluted 653,084 287,442 2009 2009 2008 2008 GBP'000 pence per GBP'000 pence per share share Basic EPS
Profit/ (Loss) for the year (1,078) (0.17)p (52) (0.02)p Diluted EPS
Profit/ (Loss) for the year and (1,078) (0.17)p (52) (0.02)p loss per share
8 PROPERTY, PLANT AND EQUIPMENT
Group Website Fixtures, Total fittings and Equipment GBP000 GBP000 GBP000 Cost At beginning of year 54 27 81 Acquisitions 5 21 26 At end of year 59 48 107 Depreciation At beginning of year - 7 7 Charge for year 59 33 92 At end of year 59 40 99 Net book value At 31 March 2009 - 8 8 At 31 March 2008 54 20 74 Company Website Fixtures, Total fittings and Equipment GBP000 GBP000 GBP000 Cost
At beginning and end of year - 16 16
Depreciation At beginning of year - 7 7 Charge for year - 1 1 At end of year - 8 8 Net book value At 31 March 2009 - 8 8 At 31 March 2008 - 9 9 9. Intangible Assets Cost Amortisation Net Book Value Goodwill GBP'000 GBP'000 GBP'000 At 1 April 2008 429 - 429 Impairment - (429) (429) At 31 March 2009 429 (429) -
The group assesses at each reporting date whether there is an indication thatan asset may be impaired, by considering the net present value of discountedcash flows forecasts. If an indication exists an impairment review is carriedout; the directors have concluded that full amortization of goodwill isnecessary, because its value has declined considerably during the year. Thesubsidiary, Specs and Lenses Limited has closed their operations in Ipswich andFreeport and are selling their stocks through an office in Clacton to minimisecosts.10. FIXED ASSET INVESTMENTS Group Company GBP000 GBP000 COST At 1 April 2008 and 31 March 2009 100 609
IMPAIRMENT At 1 April 2008 - 609 Impairment in the year 100 - 100 609 CARRYING AMOUNT At 31 March 2009 - - At 31 March 2008 100 609
(a) The company owns 50 million ordinary shares in Sim4Travel Holdings Limited, a company quoted on Plus Market, and having a cost of 100,000. A full provision has been made of the S4T Plc investment on the basis of the uncertainty of recovery.
(b) The company acquired the entire issued share capital of Specs and LensesLimited on 5 March 2008 for 508,750 by the issue of 185,000,000 shares at0.275p per share; the company is unquoted but the directors consider that, as aresult of current year's trading, there is no value remaining in thisinvestment.
Included within these consolidated financial statements is the loss from the subsidiary since the date of acquisition:
Subsidiary 2009 2008 GBP000 GBP000 Specs and Lenses Limited (162) (6) Below are the combined revenues and profit of the enlarged Group from 1 April2008 to 31 March 2009: 2009 2008 GBP000 GBP000 Revenue 713 179 Impairment in the year (1,078) (52) 11 INVENTORIESGROUP 2009 2008 GBP'000 GBP'000 Group Finished Goods 6 18 COMPANY Finished Goods 3 3
The directors consider that the carrying amount of inventories is at fair value.
12 TRADE AND OTHER RECEIVABLES
GROUP 2009 2008 GBP'000 GBP'000 Due within one year Trade receivables - 21 Other receivables 1,262 1,305 1,262 1,326
Included in other debtors, there is an amount of 1.2 million which relates to VAT recoverable. HMRC are withholding payments due to the Company along
with other mobile phone dealers. The Company has taken legal advice and are
preparing a case against HMRC for both repayment and loss of income. The VAT is considered to be fully recoverable on the basis that even if there was
evasion of VAT elsewhere within the chain of transactions the Directors had no knowledge nor should have had such knowledge.
The directors consider that the carrying amount of trade and other receivables approximates their fair value.
COMPANY 2009 2008 GBP'000 GBP'000 Due within one year Trade receivables - 19 Other receivables 1,250 1,405 1,250 1,424
13 CASH AND CASH EQUIVALENTS
Group 2009 2008 GBP'000 GBP'000
Bank current account and cash 3 120
Bank deposit account 13 71 16 191 Company 2009 2008 GBP'000 GBP'000
Bank current account and cash 3 90
Bank deposit account - 1 3 91 14 TRADE AND OTHER PAYABLESGROUP 2009 2008 GBP'000 GBP'000 Current: Trade payables 32 45 Other payables 10 -
Social security and other taxes 31 15
Accruals and deferred income 772 519 845 579 Included in Accruals and deferred income is an amount of 604,725 relating toInterest on Loan.COMPANY 2009 2008 GBP'000 GBP'000 Current: Trade payables 5 38 Other payables 5 -
Social security and other taxes 26 15
Accruals and deferred income 754 518 790 571
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing expenses.
The directors consider that the carrying amount of trade and other payables approximates their fair value.
15. FINANCIAL LIABILITIES - CURRENT
GROUP AND COMPANY 2009 2008 GBP'000 GBP'000 Interest bearing loan 652 686
There are no terms for repayment; interest is being accrued at a simple rate of 3% per month.
16. FINANCIAL LIABILITIES - NON-CURRENT
GROUP AND COMPANY 2009 2008 GBP'000 GBP'000 Convertible loan 385 385
The convertible loan of 385,000 is split as follows:
55,000 of the convertible loans are convertible into 1,000 new ordinary shares for each of the 1 of loan note. These loan notes are exercisable by 16 February 2012.
The balances of 330,000 of the convertible loans are convertible into 1,000new ordinary shares for each 1 of loan note. These loan notes exercisable by28 April 2012.
Subsequent to the year-end, the following conversion took place:
(1) On the 8 July 2008, 50,000 of the April 2012 convertibles were converted into 50,000,000 new ordinary shares.
On the same date, 10,000 of the February 2012 convertibles were converted into 10,000,000 new ordinary shares .
(2) On the 27 July 2009, 40,000 of the April 2012 convertibles were converted into 40,000,000 new ordinary shares.
(3) On the 17 August 2009, 140,000 of the April 2012, convertibles were converted into 140,000,000 new ordinary shares.
The Company's financial instruments comprised borrowings, cash and variousitems such as trade debtors and creditors that arose directly from operations.The main purpose of these instruments was to raise finance for operations. TheCompany had not entered into derivative transactions nor did it trade infinancial instruments as a matter of policy.
Short-term debtors and creditors are excluded from the disclosures which follow.
Financial Assets
The only financial asset is cash at bank and in hand. At 31 March 2009 the Group had cash at bank of 16,000 (2008: 191,000).
17. CALLED UP SHARE CAPITAL 2009 2008 2009 2008 No.'000 No.'000 GBP'000 GBP'000 Authorised: Ordinary shares of 0.01p each 1,543,873 1,543,873 154 154 Deferred shares of 0.09p each 1.543,873 1,543,873 1,390 1,390 Deferred shares of 4.9p each 48,084 48,084 2,356 2,356
3,900 3,900
Allotted, called up and fully paid: Ordinary shares of 0.01p each 653,084 653,084 65
65
Deferred shares of 0.09p each 653,084 653,084 588
588
Deferred shares of 4.9p each 48,084 48,084 2,346
2,346
2,999 2,999
In October 2008, each of the issued and unissued ordinary share capital of 0.1phas been subdivided into one ordinary share of 0.01p and one deferred share of0.09p each.
On the 26 June 2009, the company issued 255,000,000 ordinary share to raise a total of 76,500.
On the 8 July 09, the company issued 50,000,000 new ordinary shares in respect of the 28 April 2012 convertible loan notes.
On the same date, the company issued 10,000,000 new ordinary shares in respect of the 16 February 2012 convertible loan notes.
On the 27 July 09, the company issued 40,000,000 new ordinary shares in respect of the 28th April 2012 convertible loan notes.
On the 17 August 2009, the company issued 140,000,000 new ordinary shares in respect of the 28th April 2012 convertible loan notes.
On the same date, the company issued 16,666,667 new ordinary shares in settlement of an outstanding invoice of 5,000.
On the 28 August 2009, the company issued 100,000,000 new ordinary shares of 0.03p each to raise a total of 30,000 before expenses.
The deferred shares do not confer any voting rights.
18. RESERVES
GROUP Retained Share Other
earnings premium reserves Totals
000 000 000 000
At 1 April 2008 (50,848) 48,013 324 (2,511)
Loss for the year (1,078) - - (1,078)
At 31 March 2009 (51,926) 48,013 324 (3,589)
COMPANY Retained Share Other
earnings premium reserves Totals
000 000 000 000
At 1 April 2008 (50,842) 48,013 324 (2,505)
Loss for the year (1,057) - - (1,057)
At 31 March 2009 (51,899) 48,013 324 (3,562)
19. RISK AND SENSITIVITY ANALYSIS
The Group's activities expose it to a variety of financial risks: interest raterisk, liquidity risk, capital risk and credit risk. The Group's activities alsoexpose it to non-financial risks: market risk. The Group's overall riskmanagement programme focuses on unpredictability and seeks to minimise thepotential adverse effects on the Group's financial performance. The Board, on aregular basis, reviews key risks and, where appropriate, actions are taken tomitigate the key risks identified.
Interest rate risk
The Group does not have formal policies on interest rate risk. However, the Group's exposure in this area (as at the balance sheet date) was minimal.
Liquidity risk
The Group prepares periodic working capital forecasts for the foreseeable future, allowing an assessment of the cash requirements of the company, to manage liquidity risk. The directors have considered the risk posed by liquidity and are satisfied that there is sufficient growth and equity in the company.
Capital riskThe Group's objectives when managing capital are to safeguard the ability tocontinue as a going concern in order to provide returns for shareholders andbenefits to other stakeholders and to maintain an optimal capital structure
toreduce the cost of capital.Market riskThe market may not grow as rapidly as anticipated. The Group may lose customersto its competitors. The Group's major competitors may have significantlygreater financial resources than those available to the company. There is nocertainty that the company will be able to achieve its projected levels ofsales or profitability.
20. LOSS FOR THE PARENT COMPANY
As permitted by section 235 of the Companies Act 1985, the income statements of the parent company is not presented as part of the financial statements.
2009 2008 GBP000 GBP000 Loss for the year 1,057 46
21. CONTINGENT LIABILITIES AND GUARANTEES
The Company has guaranteed a non-cancellable operating lease in respect of itssubsidiary at the annual rate of 45,840, which runs out between 2 and 5 yearsof the year end date.
The Company had a charge, which was created on the 11 June 2008 and registered on the 17 June 2008 in respect of a rent deposit deed of 13,465.50.
22. CAPITAL COMMITMENTS
There was no capital expenditure contracted for at each of the balance sheet dates but not yet incurred.
During the year, the company paid rent of 20,830 (2008: 14,913) and commissions of nil (2008: 39,500) to Mr Joe Case, a director of the company.
At the end of the year, the company owed 4,940 (2008: nil) to Mr Joe Chase
23,000 (2008: 63,000) of the convertible loan notes were due to Mr Joe Chase.
100,000 (2008: 65,000) of the convertible loan notes were due to Mr Leo Knifton, a director of the company.
24. ULTIMATE CONTROLLING PARTY
PNC Telecom Plc is listed on the AIM. At the date of the Annual report in the directors' opinion there is no controlling party.
ENDS 7 11 The notes form part of these financial statements 13 14 32
vendorRelated Shares:
Tricor