Final Results

Ninth Floor (The) PLC
16 September 2002

CHAIRMAN'S STATEMENT


Introduction

Since our interim statement, further significant changes have occurred within
the organisation.  Following the disposal of the loss making Swansea City
Football Club, Ninth Floor plc concentrates on providing technology-led
solutions for corporate clients through its trading subsidiaries; Farsight
Limited and Applied Infrastructure Management Services Limited (AIMS).

The key strengths of our business are its selling propositions within the IT and
infrastructure services market, its wealth of experience and expertise within IT
/infrastructure and security arenas and its unique e-Surveillance software
potential.

As reported in the Chairman's Statement at the time of the interims published in
November, the Ninth Floor plc acquired AIMS in June 2001 and sold Swansea City
AFC in July 2001.  The remaining shareholding in IOMM Software was acquired, and
the company re-named e-surveillanceSoftware Limited.

In June 2002 the appointment of a new Chief Executive to the Ninth Floor plc was
announced.  Chris Thomas was appointed who comes with a business background in
turning around ailing companies.  In the past months he has carried out a
thorough review of the business, and a three year business plan produced.

The appointment of Chris Thomas and the splitting of roles and responsibilities
of Chairman and Chief Executive has allowed me to concentrate on building the
AIMS brand and ensuring the focus of the board of the Ninth Floor plc is on
delivering increased shareholder value.

Results and Dividends for the year to 31 May 2002

Operating loss on all operations was £3,441,000;  (2001 loss of £2,839,000) on
turnover of £2,712,000 (this included the losses of Swansea City AFC,
discontinued activity of £1,124,000).  The loss includes £289,000 of amortised
goodwill (2001; £274,518) and £1,978,000 of provision against impairment in
value of goodwill.

No dividend is recommended.

The last twelve months has seen significant change within Ninth Floor plc.

We have now re-structured the business to focus on the key strengths of the
organisation.  Following the new Chief Executive's business review, three
separate business units have been set up as follows: AIMS, Farsight Surveillance
and e-Surveillance.  Strategic and focused workshops have been held within the
Group to ensure each element of the business can deliver its set objectives as
set out in a three year plan.


CHAIRMAN'S STATEMENT - CONTINUED

Over the past months, new connections of the traditional ISDN CCTV have been won
with Farsight having been awarded significant new contracts for a major motor
dealership, utilities and a facilities management group.

Branded 'e-Surveillance,' continued investment is being made into our internet
protocol surveillance software, with the major launch of the service planned for
September/October 2002 within the SME market sector.  The flexibility of remote
video monitoring has allowed previously untapped markets to be opened in order
to provide a service at a competitive price point.  The strategy here is to
focus on 3rd party sales channels to take e-Surveillance to market, with
established security installation companies providing the opportunities for the
company to exploit.  The key regional markets to address are the major
conurbations of the U.K. where broadband take up has been the most successful.

Farsight e-Surveillance will deal direct with major retail multiples, with 'the
high street' our primary target market.   e-Surveillance trials have commenced
with a number of multiples within the fast food sector and retail sectors.
These trials will be concluded shortly and it is anticipated that significant
further opportunities will avail themselves as a result of this.

Further software developments are continuing with the e-Surveillance product
offering, with audio and e-Care being introduced over the last 6 months.  The
ability to introduce two-way audio announcements to potential intruders is a
very effective deterrent.  e-CareTM introduced by Farsight Software is a unique
software application that provides prompt warning to the monitoring station in
the event of a technical problem with any part of the system, e.g. a
malfunctioning camera.

The Company is considering the establishment of a second monitoring centre which
may require financial assistance.

Applied Infrastructure Management Services Limited (AIMS)

AIMS has been dramatically affected by the economic downturn subsequent to the
general market downturn over the last 12 months.  Financial institutions cut
back on their IT and infrastructure budgets since that period, with little
uplift in market conditions being envisaged before the end of the calendar year.

Despite the market conditions, AIMS has continued to provide technical support
services to Abbey National Business and Professional Banking.  During the
period, AIMS provided consultancy in support services to long established
customers like Cahoot and First Data Resources and to new clients like Card
Protection Plan and Estee Lauder.  It is our intention to grow long term
services contract business in partnership with major public sector institutions
following the anticipated move to Wales.

Further opportunities are currently being exploited and it is anticipated that
AIMS will continue to grow as a business.

During the year we wrote down £1,978,000 of Goodwill arising on the acquisition
of AIMS as a prudent measure resulting from the market for these particular
consultancy services being dramatically reduced post 11 September, 2001.

Funding

As previously reported, on 13 February 2002, the Ninth Floor issued in aggregate
a total of 44,095,644 new ordinary shares at 1p each to private investors to
raise £440,956.

Since February, and as a result of the downturn in trading, in particular for
AIMS, and as a result of the legacy of the costs associated with the company's
disastrous experience with Swansea City F.C., the company has a further
requirement to raise working capital funding.

Consequently, it is anticipated that a placing will take place before October
2002 and will be circulated at the same time as this annual report, to raise
£1.5 million.  Part of this funding will be underwritten by a concert party of
main investors, as part of their continued commitment to the development of the
company and in particular the opportunity to develop the e-Surveillance
technology and market roll-out.  This unique product allows, for the first time,
SME's and consumers to enjoy remote video monitoring of their businesses, homes,
employees and loved ones at an entry price point never before achieved in the
security industry.

Board Changes

As previously mentioned, in June 2002 a new Chief Executive, Mr Chris Thomas has
been appointed with specific responsibility for the operational activities and
strategic business development.

Also during the period in March 2002, Mr Mark Rothwell-Brooks resigned from the
board, to pursue other interests.

We are currently recruiting a new non-executive director to reinforce the board.

Conclusion

It has been a difficult year for the Group and I would like to take the
opportunity of thanking our customers, employees and shareholders for their
ongoing support.

The focus for the business is on delivering technology-led solutions to
corporate clients, and the increase in blue-chip customers in recent months is
testament to the success of this strategy.

Continued emphasis on sales and marketing with the appointment of a new Sales
Director for e-Surveillance reinforces the group's commitment to the market for
remote video monitoring, both traditional ISDN and IP e-Surveillance.

The results to 31 May 2002 are poor and reflect the closure of a difficult
chapter in the Company's history.   It has taken longer than anticipated to
bring Farsight to profitability, whilst AIMS suffered for reasons I explained
above.  Furthermore there can be no doubt that the foray into the world of
football club ownership and the incurring of unnecessary London office costs
seriously damaged the financial viability of Ninth Floor plc.  Those days are
now over and the chapter closed.  With new shareholders, a new chief executive
and new management and a determination to succeed I am confident that Ninth
Floor plc will return to profitability within the second half of 2003.


A T G Wix
Chairman
16th September, 2002


CONSOLIDATED PROFIT AND LOSS ACCOUNT
as at 31 May 2002


                                                                                 2002                 2001
                                                                                £'000                £'000

Turnover

Continuing operations                                                             637                  681
Acquisitions                                                                    2,075                    -
Discontinued operations                                                             -                2,467
                                                                                2,712                3,148

Cost of sales                                                                 (1,123)                 (41)

Gross profit                                                                    1,589                3,107

Net operating expenses                                                        (3,052)              (5,761)

Exceptional net operating expenses                                            (1,978)                (185)

Total net operating expenses                                                  (5,030)              (5,946)


Operating loss
Continuing operations                                                         (1,838)              (1,713)
Acquisitions                                                                  (1,603)                    -
Discontinued operations                                                             -              (1,126)

Total operating loss                                                          (3,441)              (2,839)

Profit on sale of discontinued operations                                         141                    -

Interest payable and similar charges                                             (56)                 (26)

Interest receivable                                                                 3                  134

Loss on ordinary activities before taxation                                   (3,353)              (2,731)

Taxation                                                                            -                  150

Loss on ordinary activities after taxation for the 
financial year                                                                (3,353)              (2,581)
                                                                              

Loss per ordinary share                                                       (2.94)p              (5.24)p

Fully diluted loss per ordinary share                                         (2.94)p              (5.24)p



RECONCILIATION OF MOVEMENTS IN GROUP SHAREHOLDERS' FUNDS
as at 31 May 2002


                                                                                 2002                 2001
                                                                                £'000                £'000

Loss for the financial year                                                   (3,353)              (2,581)

Proceeds of share capital issues                                                1,723                    -

Repurchase of own shares                                                            -                 (32)

Net decrease in shareholders' funds                                           (1,630)              (2,613)

Opening shareholders' funds                                                     3,215                5,828

Closing shareholders' funds                                                    £1,585               £3,215


The company has no gains or losses other than the results for the year as set
out above.

There is no difference between the loss on ordinary activities before taxation
and the retained loss for the year stated above and their historical cost
equivalents.




BALANCE SHEET
as at 31 May 2002


                                                                                 2002                 2001
                                                                                £'000                £'000

Fixed assets

Intangible assets                                                               2,348                2,502
Tangible assets                                                                   612                1,969
Investments                                                                         -                    -
                                                                                2,960                4,471
Current assets

Stocks                                                                              -                   18
Debtors amounts falling due outside one year                                        -                    -
Debtors amounts falling due within one year                                       475                  558
Cash at bank and in hand                                                            2                  993
                                                                                  477                1,569
Creditors: Amounts falling due within one year                                (1,716)              (1,544)

Net current (liabilities)/assets                                              (1,239)                   25

Total assets less current liabilities                                           1,721                4,496

Creditors: Amounts falling due after more than one year                         (134)                (265)
                                                                                
Accruals and deferred income                                                        -              (1,016)

Provision for liabilities and charges

Deferred tax                                                                      (2)                    -

Net assets                                                                    £1,585                £3,215

Capital and reserves

Share capital                                                                   5,902                4,919
Share premium account                                                           4,635                3,895
Capital redemption reserve                                                         20                   20
Profit and loss account                                                       (8,972)              (5,619)

Equity shareholders' funds                                                     £1,585               £3,215



CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 May 2002


                                                                                  2002                 2001
                                                                                 £'000                £'000

Net cash outflow from operating activities                                       (329)              (1,876)

Returns on investment and servicing of finance

Interest received                                                                    3                  134
Interest element of finance lease payments                                        (52)                 (19)
Interest paid                                                                      (4)                  (7)
                                                                                  (53)                  108
Taxation
United Kingdom corporation tax paid                                                  -                    -

Capital expenditure and financial investment

Purchase of tangible fixed assets                                                 (26)                (695)
Player registration fees                                                             -                 (50)
                                                                                  (26)                (745)

Acquisitions and disposals

Purchase of subsidiaries                                                       (1,600)                    -
Net cash acquired with subsidiary                                                   43                    -
Net overdraft disposed with subsidiary                                               6                    -
Disposal of subsidiary - deferred consideration (net)                                -                1,448
Net cash outflow on Swansea loan/property disposal                                (30)                    -
                                                                                 
                                                                               (1,581)                1,448

Net cash outflow before management of liquid 
resources and financing                                                        (1,989)              (1,065)
                                                                               

Financing

Repayment of loan                                                                    -                 (86)
Issue of new share capital                                                         988                    -
Redemption of share capital                                                          -                 (32)
Proceeds from the sale and leaseback of equipment                                    -                  334
Capital element of finance lease payments                                         (79)                    -

Net cash inflow from financing                                                     909                  216

Decrease in cash in the year                                                   (1,080)               £(849)



RECONCILIAITON OF OPERATING LOSS TO NET CASH FLOW FROM OPERATING ACTIVITIES


                                                                             2002                   2001
                                                                            £'000                  £'000

Operating losses                                                          (3,441)                (2,839)

Amortisation of intangible fixed assets                                       289                    344

Provision against impairment in value of intangible fixed
assets                                                                      1,978                      -

Depreciation of tangible fixed assets                                         205                    179

Decrease in stocks                                                             18                      6

Decrease/(increase) in debtors                                                576                  (202)

Increase in creditors                                                          46                    325

Increase in long term accruals and deferred income                              -                    311

Net cash flow from operating activities                                    £(329)               £(1,876)



NOTES TO PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MAY 2002

1.         (Loss) per ordinary share

Basic loss per share (LPS) is calculated by dividing the loss attributable to
ordinary shareholders, namely a loss of £3,353,000 (2001: loss £2,581,000) by
114,218,694 ordinary shares (2001: 49,218,056 ordinary shares), being the
weighted average number of ordinary shares in issue and ranking for dividend
during the year.


                  Earnings/              2002      Per Share       Earnings/             2001      Per Share
                     (Loss)          Weighted         Amount          (Loss)         Weighted         Amount
                      £'000           Average        (Pence)           £'000          Average        (Pence)
                                    Number of                                       Number of
                                       Shares                                          Shares
                                        £'000                                           £'000

Basic EPS           (3,353)           114,219         (2.94)         (2,581)           49,218         (5.24)

Effect of
dilutive
securities:               -                 -              -               -                -              -
                          
Options            £(3,353)           114,219        (2.94)p        £(2,581)           49,218        (5.24)p


2.         Reconciliation of net cash flow to movement in net debt

                                                                                  2002                 2001
                                                                                 £'000                £'000

Movement in cash in year                                                       (1,080)                (849)
Cash inflow from change in debt                                                     79                (248)

Charge in net debt resulting from cash flows                                   (1,001)              (1,097)
Net debt movement on disposal of subsidiary                                          8                    -

Movement in net funds/(debt) in the year                                         (993)              (1,097)
Net funds at 1 June 2001                                                           623                1,720

Net (debt)/funds at 31 May 2002                                                  (370)                  623



3.         Analysis of net debt
                                                                                                
                                                                                                   At 31 May     
                                       At 1 June                                                        2002
                                            2001              Cash Flow           Disposal             £'000
                                           £'000                  £'000              £'000

Cash at bank and in hand                       993                (991)                  -                 2
Overdrafts                                       -                 (89)                  -              (89)
                                               993              (1,080)                  -              (87)
Finance leases                               (370)                   79                  8             (283)
                                               623              (1,001)                  8             (370)


4.         Statutory accounts

The financial information contained in this announcement does not constitute
statutory accounts within the meaning of Section 240 of the Companies Act 1985.
The figures for the year ended 31 May 2001 have been extracted from the
statutory accounts which have been filed with the Register of Companies and
which are available on request from the Company Secretary.  The auditor's report
on those accounts was unqualified and did not contain any statement under
section 237(2) or section 237(3) of the Companies Act 1985.  The statutory
accounts for the financial year ended 31 May 2002 have been approved by the
Directors and are being sent to shareholders today.  The auditors' report on
these accounts was unqualified and did not contain any statement under section
237(2) or section 237(3) of the Companies Act 1985.



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