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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Imjack | LSE:IMJ | London | Ordinary Share | GB00B0NBKL01 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.475 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMIMJ
RNS Number : 2092N
imJack PLC
08 June 2010
imJack plc
("imJack" or "the Company")
Financial results for the year ended 30 September 2009
imJack, the social networking business for the education sector, is pleased to
announce its audited results for the year ended 30 September 2009 as set out
below.
Restoration of Trading
Following publication of the Company's annual report and accounts for the year
ended 30 September 2009, which have been posted to the Company's shareholders
and which will be available on the Company's website shortly, together with
completion of various proposals as announced, application has been made for the
restoration of trading in the ordinary shares of the Company on AIM with effect
from 7.30 a.m. on 8 June 2010.
Enquiries
imJack plc
Michael Abrahams (Chairman)
01653 618016
Daniel Stewart
Emma Earl / Simon Leathers
0207 776 6550
Rawlings Financial PR Ltd
Catriona Valentine
01653 618016
Chairman's Statement
I am pleased to announce the results for imJack plc (previously Amteus plc) for
the year ended 30 September 2009.
Results
Revenue in the year ended 30 September 2009 amounted to GBP257,414 (2008:
GBP198,282). The loss before taxation was GBP3,298,169 (2008: GBP3,539,038) and
after taxation was GBP2,989,022 (2008: GBP3,539,038).
Business
The imJack product consists of a private platform for schools to communicate and
collaborate in a secure, "invitation only" environment. The product enables
students to communicate by instant messaging, video conferencing and real-time
collaboration by way of secure file transfer or whiteboard. This technology
means that homework can be received directly by children to their computer and
that children, teachers and parents can all communicate in a secure environment.
One of the major benefits of the system is the ability for careers advice to be
accessed from major employers using the system in a totally secure environment.
It also introduces students to the world of e-business and social networking in
a responsible and secure manner.
The year under review was one of development both of the product and the ways by
which the product could find routes to market in order to start achieving
revenue streams. This has been a difficult process and involved two significant
changes of management.
Inevitably this long period of product and strategic development has been
difficult and costly. The Company therefore carried out share placings to raise
GBP710,000 and GBP1.99m (net of issue costs) in December 2008 and June 2009
respectively. This however did not prove sufficient to take the Company through
to the point of achieving significant revenues.
Post Year End
In the Autumn of 2009 the Company continued to explore ways both to get the
product to market and to raise further funds. Dialogue continued with Education
organisations which resulted in the signing of a Memorandum Of Understanding
(MOU) in May 2010 to start to install the product in schools..
On 20 May 2010 the Company circulated to all shareholders the detail of this
programme along with a proposal to raise GBP0.9m (net of issue costs) from
certain placees to provide funding for the business plan. This placing of
ordinary shares successfully completed yesterday. This document which describes
in detail these proposals is now available on the Company website:
www.imjack.com.
On 20 May 2010 the Company appointed Daniel Stewart as Nominated Advisor in
place of Strand Hanson.
Board and Management
During the past year we appointed Len Sanderson and Richard Addis to the Board
in January 2009 and Anthony Lilley in October 2009. These directors have all
since left the Board. On 20 May 2010 we appointed Jeffrey Morris, the founder
and a major shareholder in the business to the position of interim CEO. At the
same time David Lynde resigned from the Board but continues as Company
Secretary. The directors also plan to appoint an additional Non-Executive
Director in the near future.
Outlook
The directors believe that with the proposed fund raising and the innate
strength of its product that it now has the opportunity to start to achieve
revenues from the schools as described in the circular dated 20 May 2010. Since
the initial launch the Company has secured 7 orders.
Going Concern
The Directors acknowledge that in light of recent credit market conditions,
additional diligence on the part of preparers of accounts and members of audit
committees is required and, in particular, the need for clarity as to the basis
on which judgements have been exercised.
The Directors have prepared a forecast to December 2011, which assumes certain
service level agreement revenue being achieved. In preparing the forecasts the
Directors have taken into account the dialogue to date and the memorandum of
understanding with the Education Organisation in securing the forecast service
level agreement revenues
The directors have concluded that there are the following material uncertainties
being:
· Securing the forecast service level agreement revenues from the
participating schools and from the schools where the product is already
installed and
· The availability of funds to support the commitment to provide financial
support of up to GBP500,000, by Jeffrey Morris, if required by the Company.
The existence of these material uncertainties cast significant doubt on the
entity's ability to continue as a going concern and, therefore, it may be unable
to realize its assets and discharge its liabilities in the normal course of
business.
Nevertheless, having successfully completed the placing yesterday and after
making enquiries and considering the uncertainties described above, the
Directors have concluded that the going concern basis is appropriate and that
the Company will continue in operational existence for the foreseeable future.
The independent auditors' report has included an emphasis of matter in respect
of the above going concern uncertainties. Further details are set out in note 1
to the financial information.
Michael D Abrahams CBE DL
Chairman
8 June 2010
CONSOLIDATED INCOME STATEMENT
For the year ended 30 September 2009
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | Note | 2009 | 2008 |
| | | | | GBP | GBP |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| Continuing operations | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| Revenue | | | | 257,414 | 198,282 |
+-----------------------------------+----+-+--------+---------------+---------------+
| Cost of sales | | | | (445,184) | (313,087) |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| Gross loss | | | | (187,770) | (114,805) |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| Administrative expenses | | | | (3,048,703) | (3,366,830) |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| OPERATING LOSS | | | | (3,236,473) | (3,481,635) |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| Investment revenue | | | | - | 10,421 |
+-----------------------------------+----+-+--------+---------------+---------------+
| Finance costs | | | | (61,696) | (67,824) |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| LOSS BEFORE TAXATION | | | (3,298,169) | (3,539,038) |
+----------------------------------------+-+--------+---------------+---------------+
| Tax on loss on ordinary | | | | 309,147 | - |
| activities | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| LOSS FOR THE YEAR FROM CONTINUING | | | | (2,989,022) | (3,539,038) |
| OPERATIONS ATTRIBUTABLE TO EQUITY | | | | | |
| HOLDERS OF THE PARENT COMPANY | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| | | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
| Loss per share | | | | |
+----------------------------------------+-+--------+---------------+---------------+
| - basic and diluted | | 4 | (4.0p) | (7.6p) |
+----------------------------------------+-+--------+---------------+---------------+
| | | | | |
+-----------------------------------+----+-+--------+---------------+---------------+
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
There is no recognised income or expenses for the financial year other than as
shown in the consolidated income statement above and consequently no separate
statement of recognised income and expense has been presented.
CONSOLIDATED BALANCE SHEET
30 September 2009
+----------------------------+------+--------+------+----------------+----------------+
| | | Note | | 2009 | 2008 |
| | | | | GBP | GBP |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| NON-CURRENT ASSETS | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| Intangible assets | | | | 288,804 | 51,232 |
+----------------------------+------+--------+------+----------------+----------------+
| Property, plant and | | | | 68,567 | 62,308 |
| equipment | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | 357,371 | 113,540 |
+----------------------------+------+--------+------+----------------+----------------+
| CURRENT ASSETS | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| Inventories | | | | - | 189,600 |
+----------------------------+------+--------+------+----------------+----------------+
| Trade and other | | | | 366,451 | 486,987 |
| receivables | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| Cash and cash equivalents | | | | 122 | 4,250 |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | 366,573 | 680,837 |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| TOTAL ASSETS | | | 723,944 | 794,377 |
+-----------------------------------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | |
+-----------------------------------+--------+------+----------------+----------------+
| CURRENT LIABILITIES | | | | |
+-----------------------------------+--------+------+----------------+----------------+
| Trade and other payables | 5 | | (1,224,156) | (1,967,368) |
+-----------------------------------+--------+------+----------------+----------------+
| Obligations under finance leases | 5 | | (10,147) | (10,468) |
+-----------------------------------+--------+------+----------------+----------------+
| Bank overdraft | 6 | | (66,766) | (14,473) |
+-----------------------------------+--------+------+----------------+----------------+
| | | | | |
+-----------------------------------+--------+------+----------------+----------------+
| | | | (1,301,069) | (1,992,309) |
+-----------------------------------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| NET CURRENT LIABILITIES | | | | (934,496) | (1,311,472) |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| NON-CURRENT LIABILITIES | | | | |
+-----------------------------------+--------+------+----------------+----------------+
| Obligations under finance leases | 7 | | - | (10,291) |
+-----------------------------------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| TOTAL LIABILITIES | | | | (1,301,069) | (2,002,600) |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| NET LIABILITIES | | | | (577,125) | (1,208,223) |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| EQUITY | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| Ordinary share capital | | | | 1,099,636 | 5,376,333 |
+----------------------------+------+--------+------+----------------+----------------+
| Deferred shares | | | | 5,513,699 | - |
+----------------------------+------+--------+------+----------------+----------------+
| Share premium | | | | 8,071,152 | 6,320,186 |
+----------------------------+------+--------+------+----------------+----------------+
| Share based payment | | | | 1,122,067 | 489,915 |
| reserve | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| Retained earnings | | | | (16,383,679) | (13,394,657) |
+----------------------------+------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
| TOTAL EQUITY | | | (577,125) | (1,208,223) |
+-----------------------------------+--------+------+----------------+----------------+
| | | | | | |
+----------------------------+------+--------+------+----------------+----------------+
+-----------------------------------+----------+--------+----+---------------+----------+----------+
| CONSOLIDATED CASH FLOW STATEMENT | | | | | |
+-----------------------------------+----------+--------+----+--------------------------+----------+
| For the year ended 30 September | | | | | |
| 2009 | | | | | |
+-----------------------------------+----------+--------+----+--------------------------+----------+
| | | Note | | 2009 | 2008 |
| | | | | GBP | GBP |
+-----------------------------------+----------+--------+----+--------------------------+----------+
| | | | | | |
+-----------------------------------+----------+--------+----+--------------------------+----------+
| Net cash outflow from operating | | 9 | | (2,196,520) | (2,403,896) |
| activities | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| Investing activities | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| Interest received | | | - | 10,421 |
+----------------------------------------------+--------+----+---------------+---------------------+
| Proceeds on disposal of property, plant and | | | - | 86,920 |
| equipment | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| Purchase of property, plant and equipment | | | (353,303) | (75,480) |
| and intangibles | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| Net cash generated from investing activities | | | (353,303) | 21,861 |
+----------------------------------------------+--------+----+---------------+---------------------+
| | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| Financing activities | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| Finance cost | | | (61,696) | (67,824) |
+----------------------------------------------+--------+----+---------------+---------------------+
| Repayments of obligations under finance | | | (10,612) | (61,106) |
| leases | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| Proceeds on issue of shares (net) | | | 2,652,700 | 1,713,736 |
+----------------------------------------------+--------+----+---------------+---------------------+
| Receipt/(repayment) of related party loans | | | (86,990) | 160,646 |
+----------------------------------------------+--------+----+---------------+---------------------+
| | | | | |
+----------------------------------------------+--------+----+---------------+---------------------+
| Net cash generated from financing activities | | | 2,493,402 | 1,745,452 |
+----------------------------------------------+--------+----+---------------+---------------------+
| | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| Net decrease in cash and cash | | | | (56,421) | (636,583) |
| equivalents | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| Cash and cash equivalents at | | | | (10,223) | 626,360 |
| beginning of year | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| Cash and cash equivalents at end | | | | (66,644) | (10,223) |
| of year | | | | | |
+-----------------------------------+----------+--------+----+---------------+---------------------+
| | | | | | |
+-----------------------------------+----------+--------+----+--------------------------+----------+
| | | | | | | |
+-----------------------------------+----------+--------+----+---------------+----------+----------+
NOTES TO THE FINANCIAL INFORMATION
For the year ended 30 September 2009
1. PUBLICATION OF STATUTORY ACCOUNTS
The financial information set out above does not constitute the company's
statutory accounts for the years ended 30 September 2009 or 2008, but is derived
from those accounts. Statutory accounts for 2008 have been delivered to the
Registrar of Companies and those for 2009 will be delivered following the
company's annual general meeting. The auditors have reported on those accounts;
their reports were unqualified and did not contain statements under s498(2) or
(3) Companies Act 2006. The audit report included an emphasis of matter in
respect of going concern. The emphasis of matter included the material
uncertainties in respect of (1) the dependency on the forecast service level
agreement revenues being achieved and the continuing availability of matched
funding for schools from the government; and (2) the availability of funds to
support the commitment to provide financial support of up to GBP500,000, by JC
Morris, if required by the Company.
Going concern
In June 2009, the group raised GBP1.99m (net of issue costs) through the issue
of ordinary shares, which were admitted to trading on AIM on 8 June 2009. The
proceeds of the placing allowed the group to settle certain trade creditors and
provided additional working capital.
A further placing of ordinary shares was completed on 7 June 2010 when the
parent company raised GBP0.9m (net of issue costs) which is forecast to provide
working capital to pay off CVA creditors, and to enable the Company to trade
until revenues are generated from the sale of the imJack product. This is
dependent upon the Company achieving its forecasts. In addition, the Directors
have capitalised loans owing to them from the Company of GBP1,066,000.
imJack Secure Communications Limited, the Company's trading subsidiary had
significant liabilities which were greater than its assets and is therefore
technically insolvent and has entered into a CVA. The Directors believe that the
CVA is in the best interests of the Shareholders and creditors. A meeting of the
imJack Secure Communications Limited's creditors was held on 27 May 2010 and
approval was granted to extinguish debts of GBP653,000 for GBP100,000, which
will be divided between creditors who make a claim within three months of the
date of the CVA being approved.
Each qualifying school taking up the imJack platform will be entitled to a
GBP15,000 credit towards GBP25,000 of matched funding from the government. The
remaining GBP10,000 required from the school can be raised through the use of
various modules on the imJack platform such as careers' advice or mentoring.
Through an agreement with JD Connect, the Company have agreed a memorandum of
understanding with an Education Organisation to start promoting this programme
as soon as possible. The Directors believe there are 1,000 qualifying schools in
2010.
The participating schools installing the imJack platform are being offered
service level agreements which include storage, support and maintenance thus
creating recurring revenues for the Company. The Company is anticipating that
revenues from this programme will start during the current schools' summer term.
In addition the Company has installed the platform in 436 schools free of charge
and has started discussions with those schools with a view to offering them a
three year service agreement in due course. The Directors are confident that
after a number of false starts that the Company has now reached a point where it
has visibility of revenues and a clear understanding of the opportunities
available to it.
On 17 May 2010 the Company has agreed with Jeffrey Morris that he will exchange
up to GBP200,000 of loans made by him to the Company into convertible unsecured
loan stock to provide longer term capital for the Company. The convertible loan
stock is convertible at 1.5p into 13,333,333 ordinary shares of the Company.
Under the terms of the convertible loan stock, repayment in cash will only be
made prior to the first anniversary of 17 May 2010 in the event that the Board
considers the Company to have sufficient working capital.
In addition, Jeffrey Morris has agreed to provide up to an additional GBP500,000
drawdown facility for the purposes of working capital if required by the Company
in the future. The Company will be required to give one month's notice of its
intention to drawdown sums under the facility. Interest will be charged on any
sums drawn down on the facility at the Bank of England base rate plus 3 per
cent.
The Directors have prepared a forecast to December 2011, which assumes certain
service level agreement revenue being achieved. In preparing the forecasts the
Directors have taken into account the dialogue to date and the memorandum of
understanding with the Education Organisation in securing the service level
agreement revenues and assumed the continuing availability of matched funding
for schools from the government.
The directors have concluded that there are the following material uncertainties
being:
· Securing the forecast service level agreement revenues from the
participating schools and from the schools where the product is already
installed and the continuing availability of matched funding for schools from
the government; and
· The availability of funds to support the commitment to provide financial
support of up to GBP500,000, by Jeffrey Morris, if required by the Company.
The existence of these material uncertainties cast significant doubt on the
entity's ability to continue as a going concern and, therefore, it may be unable
to realize its assets and discharge its liabilities in the normal course of
business.
Nevertheless, having successfully completed the placing yesterday and after
making enquiries and considering the uncertainties described above, the
Directors have concluded that the going concern basis is appropriate and that
the Company will continue in operational existence for the foreseeable future.
If the adoption of the going concern basis was inappropriate, adjustments, which
it is not practicable to quantify, would be required, including those to write
down assets to their recoverable value, to reclassify fixed assets as current
assets and to provide for any further liabilities that may arise.
2. ACCOUNTING POLICIES
imJack plc is a company incorporated in the United Kingdom under the Companies
Act 2006. This preliminary announcement is based on the company's financial
statements which are prepared in accordance with International Financial
Reporting Standards as adopted for use in the EU. The group's accounting
policies have been published on the group's website www.imjack.com. During the
year the company adopted IFRS8 Operating Segments but this had no impact on the
financial statement disclosure.
3. DIVIDENDS
No dividends are proposed for the year ended 30 September 2009 (2008: nil).
4. LOSS PER SHARE
The calculations of loss per ordinary share are based on the loss for the
financial year and the weighted average number of ordinary shares in issue
during the year. Dilutive earnings per share is based on the weighted average
number of ordinary shares in issue, adjusted to reflect conversion of all
dilutive potential ordinary shares. Dilutive potential shares comprise share
options granted to employees. For the years ended 30 September 2009 and 30
September 2008 the impact of share options is anti-dilutive and these have been
excluded from the calculation of diluted weighted average share capital.
+------------------------------------------+--+------+---------------+---------------+
| | 2009 | 2008 |
| | GBP | GBP |
+----------------------------------------------------+---------------+---------------+
| | | | |
+---------------------------------------------+------+---------------+---------------+
| Loss for the year | | | (2,989,022) | (3,539,038) |
+------------------------------------------+--+------+---------------+---------------+
| | | | |
+---------------------------------------------+------+---------------+---------------+
| | | Number | Number |
+---------------------------------------------+------+---------------+---------------+
| | | | |
+---------------------------------------------+------+---------------+---------------+
| Weighted average number of shares | | 74,822,570 | 46,229,585 |
+---------------------------------------------+------+---------------+---------------+
| | | | |
+---------------------------------------------+------+---------------+---------------+
| | | Pence | Pence |
+---------------------------------------------+------+---------------+---------------+
| | | | |
+---------------------------------------------+------+---------------+---------------+
| Basic and diluted loss per ordinary share | | (4.0) | (7.6) |
+---------------------------------------------+------+---------------+---------------+
| | | | | |
+------------------------------------------+--+------+---------------+---------------+
Since the year end the Company has issued further ordinary shares that will
impact the weighted average number of shares for the year ended 30 September
2010.
5. other financial liabilities
+----------------------------+-+-------+--+----+----------+----------+--+------+-------------+-------------+
| | | | | 2009 | |
| | | | | GBP | 2008 |
| | | | | | GBP |
+----------------------------+---------+-----------------------------+---------+-------------+-------------+
| | | | | | |
+------------------------------+-------+-----------------------------+---------+-------------+-------------+
| Trade payables | | | | 753,289 | 745,555 |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| Amounts due to related parties | | | | 113,867 | 196,276 |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| Accruals and deferred income | | | | 337,880 | 481,686 |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| Other taxes and social security | | | | 4,771 | 512,486 |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| Other creditors | | | | 14,349 | 31,365 |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| | | | | | |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| | | | | 1,224,156 | 1,967,368 |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| | | | | | |
+----------------------------------------------+----------+----------+---------+-------------+-------------+
| | | | | |
+-----------------------------------------+-----------------------------+------+-------------+-------------+
| Obligations under finance leases | | | 10,147 | 10,468 |
+-----------------------------------------+-----------------------------+------+-------------+-------------+
| | | | | |
+-----------------------------------------+-----------------------------+------+-------------+-------------+
| | | | | | | | | | | |
+----------------------------+-+-------+--+----+----------+----------+--+------+-------------+-------------+
6. borrowings
+------------------------------------+-------+------+----------+----------+
| | | | 2009 | 2008 |
| | | | GBP | GBP |
+------------------------------------+-------+------+----------+----------+
| | | | | |
+------------------------------------+-------+------+----------+----------+
| Unsecured borrowings at amortised | | | | |
| cost | | | | |
+------------------------------------+-------+------+----------+----------+
| Bank overdraft | | | 66,766 | 14,473 |
+------------------------------------+-------+------+----------+----------+
| | | | | |
+------------------------------------+-------+------+----------+----------+
All borrowings are due for settlement within 12 months and are in sterling. The
bank overdraft is repayable on demand and is unsecured.
7. NON-CURRENT LIABILITIES
+--------------------------------+---+--------+------+----------+----------+
| | | | | 2009 | 2008 |
| | | | | GBP | GBP |
+--------------------------------+---+--------+------+----------+----------+
| | | | | | |
+--------------------------------+---+--------+------+----------+----------+
| Obligations under finance leases | | - | 10,291 |
+---------------------------------------------+------+----------+----------+
| | | | | | |
+--------------------------------+---+--------+------+----------+----------+
8. obligations under finance leases
+---------------------------+--------+--------+-------+-----------+----------+
| | | | | 2009 | |
| | | | | GBP | 2008 |
| | | | | | GBP |
+---------------------------+--------+--------+-------+-----------+----------+
| Finance leases are repayable as | | | | |
| follows: | | | | |
+------------------------------------+--------+-------+-----------+----------+
| Between one and two years | | | | - | 10,291 |
+---------------------------+--------+--------+-------+-----------+----------+
| Between two and five | | | | - | - |
| years | | | | | |
+---------------------------+--------+--------+-------+-----------+----------+
| | | | | | |
+---------------------------+--------+--------+-------+-----------+----------+
| | | | | - | 10,291 |
+---------------------------+--------+--------+-------+-----------+----------+
| Within one year | | | | 10,147 | 10,468 |
+---------------------------+--------+--------+-------+-----------+----------+
| | | | | | |
+---------------------------+--------+--------+-------+-----------+----------+
| | | | | 10,147 | 20,759 |
+---------------------------+--------+--------+-------+-----------+----------+
| | | | | | |
+---------------------------+--------+--------+-------+-----------+----------+
9. NET CASH FROM OPERATING ACTIVITIES
+--------------------------------------------+---------------+---------------+
| | 2009 | 2008 |
| | GBP | GBP |
+--------------------------------------------+---------------+---------------+
| | | |
+--------------------------------------------+---------------+---------------+
| Loss for the year | (2,989,022) | (3,539,038) |
+--------------------------------------------+---------------+---------------+
| Adjustments for: | | |
+--------------------------------------------+---------------+---------------+
| Investment revenue | - | (10,421) |
+--------------------------------------------+---------------+---------------+
| Finance cost | 61,696 | 67,824 |
+--------------------------------------------+---------------+---------------+
| Tax credit | (309,147) | - |
+--------------------------------------------+---------------+---------------+
| Loss on disposal of property, plant and | - | 2,502 |
| equipment | | |
+--------------------------------------------+---------------+---------------+
| Amortisation of intangible assets | 63,072 | 14,229 |
+--------------------------------------------+---------------+---------------+
| Impairment of goodwill | 125,000 | - |
+--------------------------------------------+---------------+---------------+
| Impairment of intangible fixed assets | 120,000 | - |
+--------------------------------------------+---------------+---------------+
| Depreciation of property, plant and | 46,400 | 60,493 |
| equipment | | |
+--------------------------------------------+---------------+---------------+
| Share based payment | 722,420 | 189,691 |
+--------------------------------------------+---------------+---------------+
| | | |
+--------------------------------------------+---------------+---------------+
| Operating cash outflows before movements | | |
| in working capital | (2,159,581) | (3,214,720) |
+--------------------------------------------+---------------+---------------+
| Decrease in inventories | 189,600 | 290,496 |
+--------------------------------------------+---------------+---------------+
| Decrease/(Increase) in receivables | 125,117 | (209,079) |
+--------------------------------------------+---------------+---------------+
| (Decrease)/Increase in payables | (351,656) | 729,407 |
+--------------------------------------------+---------------+---------------+
| | | |
+--------------------------------------------+---------------+---------------+
| | (2,196,520) | (2,403,896) |
+--------------------------------------------+---------------+---------------+
| | | |
+--------------------------------------------+---------------+---------------+
Cash and cash equivalents comprise cash at bank and other short term highly
liquid investments with a maturity of three months or less.
10. related party transactions
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note. Transactions between the group and related parties, who are not
subsidiaries, are disclosed below. All related party transactions have been
completed on an arm's length basis.
Trading transactions with related parties
At the year end the group owed Hak Services Limited, HAK Developments Limited,
The Media Buzz Limited and Wamey Ltd (companies owned by the majority
shareholder and connected parties) GBP1,562, GBPnil, GBP2,233 and GBP48,296
respectively (2008: GBP389, GBP3,149, GBP99,915 and GBPnil respectively).
All amounts are repayable within one year and are interest free.
At the year end there is an amount owed from Countrylarge Limited (a company
owned by the majority shareholder and connected parties) of GBP14,769 (2008:
GBP10,188).
During the year the group incurred recharges of GBPnil (2008: GBP26,914) from
Hak Services Limited.
During the year the group incurred recharges of GBP447 (2008: GBP7,473) from
Countrylarge Limited and recharged costs of GBP8,432 (2008: GBP1,257) to
Countrylarge Limited.
During the year the group incurred recharges of GBP474,050 (2008: GBP326,835)
from The Media Buzz Limited and recharged costs of GBP54,829 (2008: GBP146,388)
to The Media Buzz Limited.
During the year the group incurred recharges of GBP393,702 (2008: GBPnil) from
Wamey Limited and recharged costs of GBP11,582 (2008: GBPnil) to Wamey Limited.
The group purchased a licence to provide the imJack platform to schools from
Tellbrook Limited (a related party) for GBP300,000. Jeffrey Morris was a
director of Tellbrook Ltd. At the year end GBPnil (2008: GBPnil) was owed to or
from Tellbrook Ltd.
The group purchased The Day Ltd during the year, with the consideration being
satisfied by the issue of ordinary shares. L Sanderson and R Addis were vendors
of The Day Ltd and received 1,999,980 and 1,500,010 ordinary shares respectively
in respect of this transaction.
Loans to related parties
Jeffrey Morris has provided financing to the group. At 30 September 2009
GBP4,712 was owed to Jeffrey Morris (2008: GBP92,823 owed to Jeffrey Morris).
All amounts are repayable within one year and are interest free. During the year
Jeffrey Morris provided funds of GBP30,807 and was repaid GBP8,919. On 5 June
2009 Jeffrey Morris capitalised GBP110,000 of loans outstanding to him by the
placing of 1,571,428 ordinary shares and subscribed for 2,142,857 ordinary
shares for GBP150,000 of which GBP55,000 was outstanding at the year end. This
was settled in October 2009. The highest amount due to Jeffrey Morris during
the year was GBP114,906. Jeffrey Morris has also provided a guarantee for
GBP60,000 over certain creditors of the Company.
On 17 May 2010 Jeffrey Morris has agreed with the Company to exchange up to
GBP200,000 of his loan to the Company at that date into convertible loan stock
and to provide the Company with an additional GBP500,000 draw down facility.
Further details are set out in the Chairman's statement.
M D Abrahams has provided financing to the group. At 30 September 2009 there are
amounts of GBP57,023, owed to M D Abrahams (2008: GBPnil). All amounts are
repayable within one year and are interest free. During the year M D Abrahams
provided funds of GBP168,523 and was repaid GBP41,000. On 5 June 2009 M D
Abrahams capitalised GBP58,000 of loans outstanding to him by the placing of
828,571 ordinary shares. On 7 September 2009 M D Abrahams capitalised GBP12,500
of loans outstanding to him by the placing of 178,571 ordinary shares. The
highest amount due to M D Abrahams during the year was GBP93,000.
11. POST BALANCE SHEET EVENTS
On 7 June 2010, the Company raised GBP0.9m (after issue costs) through the
placing of 60,113,330 shares, which are expected to be admitted to trading on
AIM on 8 June 2010. In addition, the Company settled amounts due to certain 3rd
party creditors of GBP30,000 by the issue of 2,000,000 new ordinary shares of 1p
each.
The Company has agreed with Jeffrey Morris that the GBP200,000 due to him at the
date of the placing has been settled for convertible, unsecured loan stock to
provide longer term funding for the company. The convertible loan stock is
convertible into 13,333,333 ordinary shares at any time.
On 7 June 2010 the Company acquired the entire issued share capital of JD
Connect Ltd for consideration of GBP150,000 satisfied by the issue of 10,000,000
ordinary shares. JD Connect Ltd, the exclusive re-seller of the imJack
technology platform, recorded a loss of GBP45,671 for the period to 31 December
2009.
On 7 June 2010 the Company acquired the entire issued share capital of Tellbrook
Ltd, which owns the core underlying IP of the business, for consideration of
GBP500,000 satisfied by the issue of 33,333,333 ordinary shares. Tellbrook Ltd
recorded a profit of GBP3,362 in the accounts for the period to 30 April 2010.
On 7 June 2010 Jeffrey Morris and connected parties converted GBP1,065,000 of
loans into equity through the issue of 71,000,000 shares.
On 7 June 2010 M D Abrahams converted GBP61,113 of loans into equity through the
issue of 4,074,176 shares.
imJack Secure Communications Ltd, the main trading subsidiary of the company,
had significant liabilities which are greater than its assets and was therefore
technically insolvent. This subsidiary entered into a CVA to extinguish its
debts. On 27 May 2010 imJack Secure Communications Ltd extinguished debts of
GBP653,000 for payment of GBP100,000 which will result in a credit of GBP553,000
(net of issue costs) to the income statement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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