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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Base Grp. | LSE:BS. | London | Ordinary Share | GB0000566389 | 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% | 0.04 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:3002I Base Group PLC 31 August 2006 Base Group plc ("the Group") Results for the financial year ended 28 February 2006 31 August 2006 The following information has been extracted from the Report & Accounts of Base Group plc for the financial year ended 28 February 2006 which are to be posted to shareholders on 31 August 2006: "The pre-tax loss for the year ended 28 February 2006 showed a loss of #61,000 (2005: loss of #153,000). The consolidated balance sheet at 28 February 2006 shows net liabilities of #48,000 and cash in bank of #20,000. The board have been actively investigating a range of potential acquisitions and remain committed to and confident of finding a suitable acquisition opportunity. Should the board conclude any negotiations a further announcement will be made. The board are committed to finalising an acquisition ahead of the time when the Group's listing could be removed in the absence of any acquisition which would be in December 2006. Payment of all executive and non-executive remuneration has been deferred meanwhile to minimise cash outflows. The directors have received sufficient guarantees of funding to cover any shortfall in basic costs that may occur during the year and as such the accounts have been prepared on a going concern basis." Adrian Bradshaw Chairman 31 August 2006 Enquiries: Adrian Bradshaw 25 Upper Brook Street, London W1K 7QD Consolidated profit and loss account for the year ended 28 February 2006 Year ended Year ended 28 February 2006 28 February 2005 Note Total Total #000 #000 Turnover - - Cost of sales - - Gross profit - - Administration expenses (62) (157) Operating loss 2, 3 (62) (157) Interest receivable 1 4 Loss before taxation and for the financial year 13 (61) (153) Loss per share: Basic 8 (0.01p) (0.02p) All losses are derived from continuing operations. There were no recognised gains and losses other than the reported losses above. Movements in reserves are set out in note 13. Balance sheet at 28 February 2006 Note Group Company 2006 2005 2006 2005 #000 #000 #000 #000 Fixed assets Intangible assets 7 - - - - Tangible assets 8 - - - - Investments 9 - - - - - - - - Current assets Debtors 10 3 5 3 5 Cash at bank and in 20 64 20 64 hand 23 69 23 69 Creditors: Amounts 11 (71) (56) (173) (158) falling due within one year Net current assets (48) 13 (150) (89) Total assets less (48) 13 (150) (89) current liabilities Capital and reserves Called up share 12 8,498 8,498 8,498 8,498 capital Share premium account 13 3,011 3,011 3,011 3,011 Profit and loss 13 (11,557) (11,496) (11,659) (11,598) account Equity shareholders' (48) 13 (150) (89) funds The financial statements were approved by the board of directors on 31 August 2006 and signed on its behalf by: A Bradshaw Director Consolidated cash flow statement for the year ended 28 February 2006 Year ended Year ended 28 February 28 February Note 2006 2005 #000 #000 Cash outflow from operating activities 17a (45) (164) Returns on investments and servicing of finance 17b 1 4 Cash outflow before use of liquid resources (44) (160) Management of liquid resources - 219 (Decrease)/Increase in cash in the period (44) 59 Reconciliation of net cash flow to movement in net funds Year ended Year ended 28 February 28 February Note 2006 2005 #000 #000 (Decrease)/Increase in cash in the period 18 (44) 59 Cash inflow from changes in liquid resources 18 - (219) Net funds at the start of the period 18 64 224 Net funds at the end of the period 18 20 64 Reconciliation of movements in shareholders' funds for the year ended 28 February 2006 Year ended Year ended 28 February 28 February 2006 2005 #000 #000 Group Loss for the financial period (61) (153) (61) (153) Opening shareholders' funds 13 166 Closing shareholders' funds (48) 13 Company Loss for the financial period (61) (153) (61) (153) Opening shareholders' funds (89) 64 Closing shareholders' funds (150) (89) Notes (forming part of the statutory financial statements) 1 Principal Accounting policies The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group's financial statements: Basis of preparation The financial statements have been prepared in accordance with applicable United Kingdom accounting standards and under the historical cost convention. The directors have prepared the accounts on a going concern basis. As referred to in the Chairman's statement, the company is actively seeking a suitable reverse takeover which needs to be completed by December 2006 and is expected to provide additional working capital. Unless a transaction is completed by this date, the Group will be delisted from the Alternative Investment Market. Payment of all executive and non-executive remuneration has been deferred meanwhile to minimise cash outflows. In spite of this the current cash resources may not quite be sufficient to meet the basic costs incurred during the year. The directors have received sufficient guarantees of funding to cover any shortfall and as such the accounts have been prepared on a going concern basis. As referred to in note 15, the company has received a claim. The directors have taken appropriate action to ensure that any claim is not payable until the reversal is completed. Basis of consolidation The consolidated financial statements incorporate the financial statements of Base Group plc and its subsidiaries, all of which were prepared to 28 February 2006. The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the period are included in the profit and loss account from the date of acquisition up to the date of disposal. A separate profit and loss account has not been prepared for the parent company in accordance with the exemption given by Section 230(4) of the Companies Act 1985. Goodwill In accordance with the provisions of FRS10 'Goodwill and Intangible Assets' positive goodwill arising on acquisition is capitalised as an intangible asset and amortised on a straight line basis to #nil, over its estimated useful life (see note 7). Tangible fixed assets and depreciation Depreciation is provided to write off the cost, less the estimated residual values, of all tangible fixed assets on a straight-line basis over their estimated useful economic lives. Their expected useful lives are as follows: Plant and equipment - 2-4 years Where there is evidence of impairment, fixed assets are written down to recoverable amounts. Taxation Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19 'Deferred Tax'. Deferred tax assets are recognised only when it is more likely than not that they will be recovered. Investments In the company's balance sheet, investments in subsidiary undertakings are stated at cost, less amounts written off where, in the opinion of the Directors, there has been impairment in value. Where the consideration for the acquisition of a subsidiary undertaking includes shares in the company to which the provisions of section 131 of the Companies Act 1985 apply, cost represents the nominal value of the shares issued together with the fair value of any additional consideration given and costs. In the consolidated financial statements the excess of the fair value of the consideration shares issued over their nominal value (merger relief) is credited to other reserves. Liquid resources Liquid resources comprise term deposits of less than two months. Cash Cash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand. Turnover Turnover represents sales to third parties excluding value added tax and to customers within the UK. 2 Loss on ordinary activities before taxation Year ended Year ended 28 February 28 February 2006 2005 #000 #000 Loss on ordinary activities before taxation is stated after charging: Auditors' remuneration: Group - audit 3 3 Company - audit - - No other fees were paid to the auditors. Notes (continued) 3 Staff numbers and costs The average monthly number of persons employed by the Group (including directors) during the period was as follows: Year ended Year ended 28 February 28 February 2006 2005 Number Number Directors and senior management 3 3 The aggregate payroll costs of employees excluding directors were as follows: Wages and salaries - 25 Social security costs - 3 - 28 4 Remuneration of directors In addition to the employee costs shown above, the following remuneration was paid in respect of directors: Year ended Year ended 28 February 28 February 2006 2005 #000 #000 Fees for services as directors 22 45 Company contributions to personal pension schemes - - 22 45 Bradmount Investments Limited provided the services of Adrian Bradshaw and was paid an amount of #2,500 (2005: #32,500) during the year. A further amount of #7,500 has been accrued as at 28 February 2006. Edge Venture Capital Limited provided the services of Gary Smith and was paid an amount of #nil (2005: #12,500) during the year. GMK Consulting Limited provided the services of Gavin Kaye from 18 February 2005 and was paid an amount of #2,000 (2005: #360) during the year. A further amount of #10,000 has been accrued as at 28 February 2006. Notes (continued) 5 Tax on loss on ordinary activities Year ended Year ended 28 February 28 February 2006 2005 #000 #000 Current tax charge - - Factors affecting the tax charge for the period Loss on ordinary activities before taxation (61) (153) Multiplied by standard rate of UK corporation tax of 30% (2005: 30%) (18) (46) Effects of: Expenses not deductible for tax purposes 1 - Losses creatred in year 17 46 Total current tax charge - - 6 Loss per share The basic loss per share has been calculated by dividing the loss for the year by the weighted average number of shares in issue being 849,052,974 (2005: 849,052,974). Outstanding share options and warrants and shares to be issued are anti-dilutive. 7 Intangible fixed assets Goodwill #000 Group Cost At beginning and end of period 2,385 Amortisation At beginning and end of period 2,385 Net book value At 29 February 2005 and 28 February 2006 - Following the sale of the business operations on 13 November 2003, all of the goodwill brought forward on 1 March 2003 was impaired down to #nil as at 29 February 2005, reflecting that the Group was no longer trading. Notes (continued) 8 Tangible fixed assets Plant and Equipment Group Company #000 #000 Cost At beginning and end of period 5 5 Depreciation At beginning and end of period 5 5 Net book value At 29 February 2005 and 28 February 2006 - - 9 Investments Company Shares in subsidiary undertakings #000 Cost At beginning and end of period 5,250 Provisions At beginning and end of period 5,250 Net book value At 29 February 2005 and 28 February 2006 - Subsidiary undertakings At 28 February 2006, all the following subsidiaries were incorporated and operating in England and Wales. Proportion of ordinary shares and votes held Nature of business Base Rugby Management Limited Dormant 100% Digital Sport Group plc * Dormant 100% Icon Management Solutions Limited * Dormant 100% * held directly by Base Group plc Notes (continued) 10 Debtors Group Company 2006 2005 2006 2005 #000 #000 #000 #000 Other debtors 1 3 1 3 Prepayments and accrued income 2 2 2 2 3 5 3 5 11 Creditors: Amounts falling due within one year Group Company 2006 2005 2006 2005 #000 #000 #000 #000 Trade creditors 35 40 35 40 Other taxes and - - - - social security Other creditors - - - - Accruals and deferred 36 16 36 16 income Amounts due to Group - - 102 102 undertakings 71 56 173 158 12 Share capital Company 2006 2005 #000 #000 Authorised: 1,500,000,000 (2005: 1,500,000,000) ordinary shares of 1p each 15,000 15,000 Allotted, called up and fully paid: 849,881,049 (2005: 849,881,049) ordinary shares of 1p each 8,498 8,498 Share options The following share option schemes were in existence during the period: - the Digital Sport Approved Share Option Plan - the Digital Sport Unapproved Share Option Plan - the Digital Sport Enterprise Management Incentive Plan No share options have been issued under these plans. Share warrants All share warrants in the Company have expired. Notes (continued) 13 Reserves Share Profit and loss premium account #000 #000 Group At beginning of period 3,011 (11,496) Loss for the period - (61) At end of period 3,011 (11,557) Share Profit and loss premium account #000 #000 Company At beginning of period 3,011 (11,598) Loss for the period - (61) At end of period 3,011 (11,659) No profit and loss account is presented for the company, as provided by Section 230 of Companies Act 1985. 14 Financial instrument disclosures The Group's financial instruments comprise cash at bank and various items such as debtors and creditors that arise directly from its operations. The Group has not entered into derivatives and does not trade in financial instruments as a matter of policy. The main risk arising from the Group's financial instruments is interest rate risk. There has been no currency risk as the Group traded in sterling. The Group has taken advantage of the exemption in FRS13 in respect of short-term debtors and creditors. Interest rate risk profile of financial assets and financial liabilities The only financial assets (other than short-term debtors) are cash at bank. There are no material differences between the book and fair value of financial assets and liabilities. Notes (continued) 15 Contingent liabilities The Group may, in the normal course of conducting its business, receive claims from third parties for alleged contractual disputes. The Group contests such claims vigorously. Where appropriate, provision is made within creditors, for the estimated cost of meeting any notified claims. The Group received a claim for #83,432.86 on 19th May 2005 from a finance lease company, in respect of a lease previously guaranteed by Ferrum Holdings plc (now Base Group plc). The directors have not been able to substantiate the validity of the claim and discussions with the leasing company are on-going. The company does not intend to recognise the claim until the final amount of the claim, if any, is agreed. 16 Pension arrangements Defined contribution schemes The Group made contributions of #nil (2005: #nil) to defined contribution schemes and pension related life assurance schemes. 17 Notes to the cash flow statement 17a) Reconciliation of operating loss to net cash flow from operating activities: Group 2006 2005 #000 #000 Operating loss (61) (157) Working capital movements 16 (7) Cash outflow from operating activities (45) (164) 17b) Returns on investments and servicing of finance 2006 2005 #000 #000 Interest received 1 4 Notes (continued) 18 Analysis of net funds 29 February Cash flow 28 February 2005 2006 #000 #000 #000 Cash available on demand 64 (44) 20 19 Nature of the Financial Information The financial information has been prepared in accordance with generally accepted accounting principles in the UK and was approved by the Board on 31 August 2006. The accounting policies applied in preparing the financial information are consistent with those adopted and disclosed in the Group's statutory accounts for the year ended 28 February 2005. These results are audited, however the financial information does not constitute statutory accounts as defined under section 240 of the Companies Act 1985. The financial information for the year ended 28 February 2005 has been derived from the Group's statutory accounts for that period, as filed with the Registrar of Companies. The auditors' report on the statutory accounts for the year ended 28 February 2005 was unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. The directors have prepared the accounts on a going concern basis. As referred to in the Chairman's statement, the company is actively seeking a suitable reverse takeover which needs to be completed by 1st April 2006 and is expected to provide additional working capital. Unless a transaction is completed by this date, the Group will be delisted from the Alternative Investment Market. Payment of all executive and non-executive remuneration has been deferred meanwhile to minimise cash outflows. In spite of this the current cash resources may not quite be sufficient to meet the basic costs incurred during the year. The directors have received sufficient guarantees of funding to cover any shortfall and as such the accounts have been prepared on a going concern basis. As referred to in note 15, the company has received a claim. The directors have taken appropriate action to ensure that any claim is not payable until the reversal is completed. This information is provided by RNS The company news service from the London Stock Exchange END FR MGGFRZMMGVZM
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