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Greenchip Investment (XEN)

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Wednesday 11 May, 2005

Greenchip Investment

Final Results

Greenchip Investments  PLC
11 May 2005

                           GREENCHIP INVESTMENTS PLC


                     FOR THE YEAR ENDED 31ST DECEMBER 2004

                             Company Number 3213174

CONTENTS                                               Page

Directors and advisers                                    2

Chairman's statement                                      3

Directors' report                                         6

Statement of Directors' responsibilities                  8

Independent Auditors' report                              9

Profit and loss account                                  10

Balance sheet                                            11

Cash flow statement                                      12

Notes to the financial statements                        13


Directors                     C W Hill (chairman)
                              M A Burne

Registered Office             22 Melton Street, London, NW1 2BW

Registered Number             3213174

Secretary                     Cargil Management Services Limited

Nominated Adviser             Grant Thornton
                              Grant Thornton House
                              Melton Street
                              Euston Square
                              London NW1 2EP

Broker                        Fiske plc
                              Salisbury House
                              London Wall
                              London EC2M 5QS

Auditors                      F. W. Smith, Riches & Co.
                              18 Pall Mall
                              London SW1Y 5LU

Bankers                       HSBC Bank plc
                              165 High Street
                              Hampshire SO14 2NZ

Registrars                    Share Registrars Limited
                              Craven House
                              West Street
                              Surrey GU9 7EN


Current status

While the Company has had no operational activity in the period under review,
the Directors have continuously sought out a suitable transaction to utilise its
status as a listed shell following the previous disposal of all of its operating

Regrettably, although many opportunities have been investigated, for a number of
reasons none has yet been able to be progressed to the point where a transaction
can be put to shareholders. One feature which has consistently emerged as a
problem area is the current share structure, where the quoted market value of
the Company's shares has consistently been lower than their par value. The key
issue is, of course, that a company cannot issue new shares at a discount to
their par value.

This difficulty has led the Directors to believe that proposals for a share
reorganisation and consolidation should be put to shareholders as soon as
possible in order to facilitate a possible future transaction. Accordingly, I
draw your attention to the Circular included with this Annual Report and
Financial Statements. A brief summary of the terms of the proposals is included

Proposed Reorganisation and Consolidation

The principal objectives of the proposed Reorganisation and Consolidation are
summarised below.
1.   To increase the authorised share capital of the Company from 452,909,957 to 
     500,000,000 ordinary shares of 1 pence each

2.   To then reduce the par value of the Company's existing ordinary shares by 
     splitting existing shares into 1 ordinary share and 99 deferred shares, 
     each of 0.01 pence. The deferred shares will have no value and in due 
     course, they will be purchased by the Company for nil consideration. The
     effect of this reorganisation will be that the Company has the same number 
     of "new" ordinary shares in issue as before but with a par value of 0.01 
     pence each. In addition, each of the existing unissued ordinary shares will 
     be split into 100 ordinary shares of 0.01 pence each.
3.   Immediately following the reorganisation of the Company's share capital as 
     above, to consolidate all of the ordinary shares then in issue at the rate 
     of 1 new ordinary share for every 50 original ordinary shares, thereby 
     creating a new par value per ordinary share of 0.5 pence.

To put all this into numerical context, there are 165 million ordinary shares of
1 pence each now in issue. If the proposals are implemented as set out in the
Circular, the end result will be an issued share capital of 3.3 million "new
"ordinary shares of 0.5 pence each.

Since this process works across the entire shareholder base pro rata, your
percentage shareholding in the Company will not change as a result of
implementing the proposals. However, a number of shareholders will find that
part of their interest in the share capital of the Company will become only a
fraction of a share all of which fractional entitlements will be aggregated and
retained for the benefit of the Company.


Investment Strategy

Recent changes in the Rules of the Alternative Investment Market of the London
Stock Exchange ("AIM") set out certain requirements which are relevant to your
Company, in particular, a need for the Directors to seek shareholder approval
for the Company's ongoing investment strategy. The specific requirements of the
Rules are set out as follows:
(a)  To set out the precise business sector(s), geographical area(s) and type
     of company in which the Company can invest;

(b)  To state how long the Company can exist before making an investment or
     having to return funds (if any) to shareholders;

(c)  To state whether the Company will be a passive or active investor;

(d)  To state how widely the Company will spread its investments;

(e)  To state what expertise the directors have in terms of their abilities to
     evaluate proposed investment(s) and how and by whom due diligence will be
     performed on said investments.

Consequent to the above, the Directors intend to place their investment strategy
before shareholders at an Extraordinary General Meeting to be held to address
both this issue and the share capital Reorganisation and Consolidation proposals
discussed above.

The Directors' Strategy Statement is set out below:

(a)  The Company is seeking to invest in a company (or companies) whose business 
     is in the Natural Resources, Financial or Healthcare sectors. Investee
     companies are likely to be located in the United Kingdom, the Eurozone,
     Australasia and/or North America. There is a clear preference to find a 
     single primary investment in one of the sectors outlined above.
(b)  The Company's Directors and its principal shareholders are committed to
     this strategy and will procure such capital or other monetary support to 
     ensure that the Company is able to meet its obligations for at least the 
     remainder of the current financial year. The Company also intends to carry 
     out a Placing in due course to further underpin its ability to conduct 
     relevant due diligence on promising potential acquisitions.

(c)  Investment(s) made by the Company will most likely be made as a passive
(d)  As was set out in the Admission Document of January 2002, the current
     Directors have considerable commercial and financial experience gained over 
     many years. This experience will provide shareholders with the confidence 
     that the Directors have the ability both to make reliable preliminary 
     evaluations of new proposals in the preferred sectors and, when 
     appropriate, ensure that fully qualified sector specialists and 
     professional advisers are engaged to conduct all reasonable levels of due 
     diligence into any prospective investment.


Extraordinary General Meeting

Included with this Annual Report and Financial Statements you have been sent a
Notice of the EGM and a Form of Proxy. The EGM will be held at 21 Arlington
Street, London, SW1 at 10:30 hours on Thursday 2nd June 2005 for the purpose of
seeking shareholder approval on these specific issues:
1.   Approval for an increase in the Company's authorised share capital.
2.   Approval for the proposed share capital reorganisation and consolidation
3.   Approval of investment strategy

In the event that you are unable to attend the meeting in person please use your
Proxy Form to clearly convey your wishes to the Meeting.

Financial Statements

The attached Audited Financial Statements again demonstrate that all operating
activities of the Company have ceased and that the Company no longer holds any
consolidatable interests or assets for sale. The Profit and Loss account show
that operating costs have been maintained at as low a level as possible.

I must again thank one of our major shareholders who has continued to provide
much-needed support and encouragement to the Directors; my thanks are also due
to our NOMAD, auditors and solicitors, all of whom have continued to work
assiduously on our behalf delivering professional services of a high quality
despite the limited financial resources currently at the Company's disposal.

It goes without saying that your Directors continue to work unpaid as they have
done since October 2002.

Future Prospects

The future success of the Company is dependant upon finding and securing a new
viable investment, the closing of which may include the need for the Company to
raise new capital. Your Board is, of course, continuing to pursue every
opportunity to introduce a new business proposal to take advantage of the
Company's listed status as and when they emerge.

Finally, I would like to thank Malcolm Burne, my co-director, for his invaluable
help, support and guidance over the period, and look I forward to meeting as
many shareholders as possible at the forthcoming EGM.

Colin Hill

London: 10th May 2005


The Directors present their annual report and the audited financial statements
for the year ended 31st December 2004.

Principal activities, review of the business and future prospects

During the year under review, the Company had no subsidiaries. Its one remaining
investment was disposed of on 7th April 2004.

A full review of the business and of future prospects is contained in the
Chairman's Statement which accompanies these financial statements.

Review of Developments

The results of the Company for the year are disclosed in the Profit and Loss
Account on page 10.

The financial position of the Company is disclosed in the Balance Sheet on page

Policy for payment of creditors

It is the Company's policy to settle all agreed transactions within the terms
established with suppliers. Trade creditors at the year end amounted to 27 days
of average supplies.

Corporate governance

The Company's shares are traded on AIM and the Company is not therefore required
to report on compliance with the Combined Code ("the Code"). However, the Board
of Directors supports the Code, and also the recommendations made by Quoted
Companies Alliance ("QCA") in its bulletin "Guidance for Smaller Quoted
Companies". The bulletin provides a series of recommendations for smaller quoted
companies in approaching the question of corporate governance.

Accordingly, the Board complies with the Code in areas where it is felt
justified by reference to the QCA comments as being relevant to a business the
size of Greenchip Investments plc.

Internal control

The Directors acknowledge their responsibilities for the Company's system of
internal control. In fulfilling these responsibilities the Board has continued
to review the effectiveness of the system of internal control on the basis of
the criteria set out in the Guidance for Directors "Internal Control and
Financial Reporting" as appropriate for a company of this size. Accepting that
no system of control can provide absolute assurance against material
misstatement or loss, the Directors believe that the established systems of
internal control within the Company are appropriate to the business. No
weaknesses have resulted in any material losses, contingencies or uncertainties
which would require disclosure as recommended by the Guidance for Directors.

DIRECTORS' REPORT 2004 (continued)

Going concern

Certain of the company's leading shareholders have agreed to underpin the
Company's limited cash requirements by the provision of essential support

Directors and their interests

The directors in office at the end of the year and their beneficial interests in
the ordinary shares of the Company were:

Beneficial Holdings Non-Beneficial Share Options

              2004     2003        2004           2003        2004        2003

M A Burne        -        -   2,425,000      2,425,000     250,000     250,000
C W Hill         -        -           -              -           -           -

Mr C Cannon-Brookes resigned as a director on 13th April 2004.

Substantial shareholders

The directors are aware of the following substantial shareholdings of 3 per cent
or more of the current Issued Share Capital of 165,000,000 on 5th May 2005.

Ordinary Shares of 1p each                           Number         Percentage

Arlington Group plc                              48,043,103              29.12
Clear Quartz (Nominees) Limited                  28,724,138              17.41
Nortrust Nominees Limited                        25,000,000              15.15
Capita Trust Company Limited                     16,344,827               9.91
Mr J. B. Sharp                                   14,137,932               8.57
Pershing Keen Nominees Limited                    6,230,878               3.78


A resolution to re-appoint Messrs F. W. Smith, Riches & Co. as auditors for the
ensuing year will be proposed at the annual general meeting in accordance with
section 385 of the Companies Act 1985.

Approved by the Board of Directors on 10th May 2005 and signed on its behalf by:

C W Hill


The directors are required under company law in the United Kingdom to prepare
financial statements for each financial year which give a true and fair view of
the state of the affairs of the Company at the end of the year and of the
results for the year.

The directors are responsible for keeping proper accounting records as required
by the Companies Act 1985 and for maintaining sufficient internal controls to
safeguard the assets of the Company and to prevent and detect fraud and other

The directors confirm that the above requirements have been complied with and
that in preparing the financial statements they have adopted suitable accounting
policies and have applied them consistently, supported where necessary by
reasonable and prudent judgments and estimates. The directors also confirm that
the financial statements have been prepared following applicable accounting
standards. In addition, the directors confirm that it is appropriate for the
financial statements to be prepared on the going concern basis.

                     FOR THE YEAR ENDED 31ST DECEMBER 2004

We have audited the financial statements of Greenchip Investments plc on pages
10 to 17 which have been prepared under the historical cost convention and the
accounting policies set out on page 13.

This report is made solely to the company's members, as a body, in accordance
with Section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the company's members those matters we are required to
state to them in an auditors' report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company's members as a body, for our audit work,
for this report, or for the opinions we have formed.


As described on page 8, the company's directors are responsible for the
preparation of the financial statements in accordance with applicable law and
United Kingdom Accounting Standards.

Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing

We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the directors' report is not
consistent with the financial statements, if 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 transactions with the company is not disclosed.

We read other information contained in the Annual Report, and consider whether
it is consistent with the audited financial statements. We consider the
implications for our report if we become aware of any apparent misstatements or
material inconsistencies with the financial statements.


We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.

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.


In our opinion the financial statements give a true and fair view of the state
of affairs of the company as at 31st December 2004 and of the loss of the
company for the year then ended, and have been properly prepared in accordance
with the Companies Act 1985.

F. W. Smith, Riches & Co.
Registered auditor
10th May 2005


                                           Notes            2004          2003
                                                               £             £

Turnover                                                       -             -
Cost of Sales                                                  -             -
                                                       _________       _______
Gross profit/(loss)                                            -             -

Administrative Expenses                                   11,730        94,204
                                                   _____________   ___________
Operating loss                                 2         (11,730)      (94,204)

Interest receivable                                           83           113
Profit on sale of investments                                  -        10,218
Interest payable                               5               -        (1,102)
                                                     ___________    __________
Loss for the year before and after                    £ (11,647)    £ (84,975)
                                                    ============   ===========

Loss per ordinary share - basic                6        (0.01) p      (0.05) p
                                                   =============   ===========

There is no difference between the profits and losses stated above and their
historical cost equivalents.

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


                              2004            2004            2003            2003
              Notes              £               £               £               £

Investments       7                              -                               -
                                        __________                       _________
                                                 -                               -
Debtors           8         10,000                          16,259
Cash at bank                   931                           3,599
and in hand
                        __________                    ____________
                            10,931                          19,858
due within        9           (993)                        (17,367)
one year
                      ____________                   _____________
NET CURRENT                                  9,938                           2,491
                                     _____________                   _____________
LIABILITIES                                £ 9,938                         £ 2,491
                                      ============                    ============

Called up        10                      1,635,128                       1,602,816
share capital
Share premium    12                      7,136,165                       7,136,165
Profit and       12                     (8,770,168)                     (8,758,521)
loss account
                                     _____________                   _______________

                                             1,125                         (19,540)
Shares to be     13                          8,813                          22,031
                                     ______________                  ______________

SHAREHOLDERS'    14                        £ 9,938                         £ 2,491
                                     =============                   =============

The financial statements on pages 10 to 17 were approved by the Board of
Directors on 10th May 2005 and were signed on its behalf by:

C. W. Hill


                                2004            2004        2003          2003
                   Notes           £               £           £             £

Net cash outflow
from operating        15                     (35,063)                   (4,527)

Returns on
investments and
servicing of
Interest                          83                         113
Other interest                     -                      (1,102)
                            ________                   _________
Net cash (outflow)
/inflow from
returns on
investments and                                   83                      (989)
servicing of

Sale of listed                     -                      10,218
                           _________                   _________
Net cash inflow                    -                      10,218
from capital
                                          __________                __________
Net cash outflow                             (34,980)                    4,702
before financing

Issue of equity                               32,312                         -
                                       _____________               ___________
Decrease in cash      16                   £ (2,668)                   £ 4,702
                                        ============               ===========


1    Accounting policies

     Basis of accounting

     The financial statements have been prepared under the historical cost 
     convention and in accordance with applicable Accounting Standards.

     Going concern basis

     Certain of the company's leading shareholders have agreed to underpin the
     Company's limited cash requirements by the provision of essential support
     services. Accordingly, the financial statements have been prepared on the 
     going concern basis.


     Depreciation is calculated so as to write off the cost of an asset, less 
     its estimated residual value, over the useful economic life of that asset 
     as follows:

     Furniture and equipment          - 15-25% reducing balance
     IT equipment                     - 50% straight line

     Deferred taxation

     Deferred tax arises as a result of including items of income and 
     expenditure in taxation computations in periods different from those in 
     which they are included in the company's financial statements. Deferred tax 
     is provided in full on timing differences which result in an obligation to 
     pay more (or less) tax at a future date, at the average tax rates that are 
     expected to apply when the timing differences reverse, based on current tax 
     rates and laws.


     Investments held as fixed assets are stated at cost less provision for any
     permanent diminution in value.
2.   Operating Loss

     Operating loss is stated after charging:

                                                        2004              2003
                                                           £                 £

Auditors' remuneration:
Audit Fees                                                 -             2,500
Other services                                             -             4,000
                                                     =======           =======
3.   Taxation

     No taxation is provided due to the availability of losses for tax purposes.

4.   Information regarding directors and employees

     There were no directors' emoluments during the year.


     Staff costs were as follows:
                                                   2004                   2003
                                                      £                      £

Wages and Salaries                                6,888                  8,823
Social Security costs                               212                    845
                                              _________             __________
                                                £ 7,100                £ 9,668
                                               ========             ==========

     The average monthly number of employees, including directors
     during the year was as follows:
                                           Number                       Number

Management                                      4                            4
                                        _________                   __________
                                                4                            4
                                         ========                   ==========

5.   Interest payable
                                                      2004                2003
                                                         £                   £

On bank loans and overdrafts                           £ -             £ 1,102
                                                ==========          ==========

6.   Loss per ordinary share

     The calculation of loss per ordinary share is based on losses of £11,647 
     (2003 - £84,975) and on the number of shares in issue, being the adjusted 
     weighted average number of shares in issue during the period of 162,570,399 
     ordinary 1p shares (2003 - 160,281,597 ordinary 1p shares).


7.   Investments held as fixed assets

At 1st January 2004                                                    110,541
Disposals                                                             (110,541)
At 31st December 2004                                                        -
Provision for diminution in value
At 1st January 2004                                                    110,541
Eliminated on disposal                                                (110,541)
At 31st December 2004                                                        -
Net book value
At 31st December 2004                                                      £ -
At 31st December 2003                                                      £ -

8.   Debtors
                                                      2004                2003
                                                         £                   £

Other debtors                                       10,000              14,352
Prepayments and accrued income                           -               1,907
                                                 _________          __________
                                                  £ 10,000            £ 16,259
                                                 =========           =========

9.   Creditors: Amounts falling due within one year

Trade creditors                                        399               3,488
Other creditors                                        244                   -
Accruals and deferred income                           350              13,879
                                                 _________          __________
                                                     £ 993            £ 17,367
                                                 =========           =========
10.  Called up share capital

452,909,957 ordinary shares of 1p each               4,529,100       4,529,100
                                                   ===========     ===========
Called up, allotted and fully paid

163,512,847 (2003 - 160,281,597) ordinary shares
of 1p each                                           1,635,128       1,602,816
                                                   ===========     ===========

During the year, 3,231,250 ordinary shares of 1p each were issued at par.


11.  Share Options

     The Company currently has share option schemes for the Company's shares 
     which have been granted to directors and other parties. The share options 
     currently in existence are as follows:

                                                  Number      Final
Date granted     Parties     Exercise price       of shares   date

9th August 1999  Directors                3p        250,000   8th August 2006
9th August 1999  Others                   3p      1,250,000   8th August 2006
1st February     Others                  15p        800,000   31st January
2000                                                          2007

12.  Reserves

                                       Share      Profit and
                                     premium            loss
                                     account         account           Total
                                           £               £               £

Balance at 1st January 2004        7,136,165      (8,758,521)     (1,622,356)
Loss for the financial year                -         (11,647)        (11,647)
                               _____________   _____________    ____________
Balance at 31st December 2004    £ 7,136,165   £ (8,770,168)   £ (1,634,003)
                                ============    ============     ===========

13.  Shares to be issued

Balance at 1st January 2004                                           22,031
Additional amounts to be settled in shares                            19,094
Shares issued in year                                                (32,312)
Balance at 31st December 2004                                          £ 8,813

     On 15th April 2004, shares with a par value of £32,312 were issued to a 
     trade creditor who had agreed to accept them in settlement of the amount 
     owed. In addition, the creditor has irrevocably agreed to accept settlement 
     in the form of shares in the Company in respect of a further balance of 
     £8,813 that was owed as at 31st December 2004. As the company no longer has 
     any obligation to transfer any economic benefits to this creditor, the 
     balance has been reported within Shareholders' Funds as required by 
     Financial Reporting Standard 4 "Capital Instruments". On 5th May 2005 the 
     amount owing to this creditor of £8,813, together with further amounts of 
     £6,059 relating to costs incurred during 2005, was settled by the issue of 
     shares with a par value of £14,872.

     For the purposes of the Cash Flow Statement, this has been treated as a 
     non-cash transaction.


14.  Reconciliation of movements in shareholders' funds
                                                        2004              2003
                                                           £                 £

Loss for the financial year                          (11,647)          (84,975)
New share capital subscribed                          32,312                 -
Shares to be issued                                  (13,218)           22,031
                                                ____________     _____________
Net increase/(decrease) in shareholders' funds         7,447           (62,944)
Opening shareholders' funds                            2,491            65,435
                                                 ___________      ____________
Closing shareholders' funds                          £ 9,938           £ 2,491
                                                  ==========       ===========
15. Reconciliation of operating loss to net
cash flow from operating activities
Operating loss                                        (11,730)         (94,204)
Provision against fixed asset investments                   -           91,875
Decrease/(increase) in debtors                          6,259           (3,925)
(Decrease)/increase in creditors                      (29,592)           1,727
                                                  ___________      ___________
                                                   £ (35,063)        £ (4,527)
                                                  ===========      ===========

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

                                 At 1st                 Cash           At 31st
                                January                 flow          December
                                   2004                                   2004
                                      £                    £                 £

Cash at bank and in hand          3,599               (2,668)              931
                           ____________        --____________      ___________
Net funds                        £3,599              £(2,668)            £ 931
                            ===========           ==========        ==========

17.  Financial instruments

     The Company's financial instruments comprise cash balances and various 
     items such as debtors and creditors arising directly from its operations. 
     The main purpose of these instruments is to finance the Company's 

     The Company does not enter into any derivative transactions.

     The main risk arising from the Company's financial instruments is liquidity
     risk. The directors review and agree policies for managing this risk and 
     this are summarised below.

     Short term debtors and creditors have been excluded from the following

     Liquidity risk

     Certain of the Company's leading shareholders have agreed to underpin the
     Company's limited cash requirements by the provision of essential support

                      This information is provided by RNS
            The company news service from the London Stock Exchange

a d v e r t i s e m e n t