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ZGP Z Grp

13.00
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Z Grp LSE:ZGP London Ordinary Share GB00B09LQS34 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 13.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Final Results

29/08/2008 7:02am

UK Regulatory


    RNS Number : 2655C
  Z Group PLC
  29 August 2008
   

    29 August 2008

    Z GROUP Plc
    ("Z GROUP" or the "Company")

    Final results for the year ended 29 February 2008

    CHAIRMAN'S STATEMENT 

    The Company announces its final results for the year ended 29 February 2008.

    RESULTS

    The loss on ordinary activities after taxation for the year amounted to £4,910,515 (2007 - loss £632,269) representing a loss per share
of 20.68 pence (2007 - loss 3.12 pence).

    EVENTS DURING THE YEAR

    With continuing trading losses in the Company's subsidiaries which arose from the commercial failure of the OnShare product combined
with the continuing decline in turnover of the principal product, ONSPEED, the Board commenced discussions to sell the operating
subsidiaries of the Company to the then joint CEOs and directors of the Company, Jack Bekhor and Jamie True.

    It was announced, when the interim results for the year were released on 29 November 2007, that the directors believed that shareholders
interests' would be best served by securing a speedy solution to the problems of the Company and that accordingly a deal with the joint
CEOs, or any other comparable solution, would be pursued by the Board as a matter of urgency. 

    On 20 December 2007, the Company entered into an agreement, conditional on shareholder approval, for the sale of CallPal Limited,
Net2Roam Limited, Onshare Limited and Turbodial Limited (the "Disposal Companies"), which comprised substantially all of the trading assets
of the Company, to the joint CEOs.

    The proposed agreement was for a cash consideration of £60,000. The CEOs would remain as part-time executive directors of the Company
following Completion, but agreed to waive any remuneration due under their service agreements (other than their entitlement to receive the
statutory minimum wage, which cannot legally be waived). The Board also negotiated with the CEOs further potential payments in the event of
onward sale of shares and/or assets of the Disposal Companies, which has the potential to yield further sums to the Company where any of the
Disposal Companies are sold, or any of the Disposal Companies sell any of their assets, within 15 months of a proposed general meeting of
the Company's shareholders.

    A circular dated 21 December 2007 was posted to shareholders setting out:
    *     the background to the sale
    *     why the directors of the Company considered the sale to be in the best interests of the Company and its shareholders
    *     the Company's proposed "Investing Strategy" following completion
    *     the approval of shareholders for the proposals at an extraordinary general meeting of the Company.

    The general meeting took place on 7 January 2008, and the resolutions outlined in the circular to shareholders were duly passed. The
results of the proxy voting on the resolutions put to shareholders were 11,755,315 of the issued shares (49.51% of the issued share capital)
voting in favour of the resolutions and with no shareholders voting against the resolutions.

    John Standen, Jonathan Slater and Polly Williams resigned as directors with effect from the date of the general meeting.

    Also at this meeting, the shareholders approved the Company's "Investing Strategy" which is to seek high growth, profitable, cash
generative businesses in the Technology, Media or Science sectors.

    CHANGES IN DIRECTORS AFTER THE YEAR-END

    On 18 March 2008, Ian Smith was appointed as a non-executive director of the Company and Marcus Yeoman was appointed as a part-time
executive director of the Company. On the same day, Jack Bekhor and Jamie True stepped down as joint CEOs and as executive directors of the
Company.

    CASH POSITION

    The cash position at 29 February 2008 was £1,203,118. The (unaudited) cash position at 27 August 2008, being the last practicable date
prior to the publication of this document, was £1,324,682.

    PROSPECTS

    The directors' objective is to preserve cash resources while actively pursuing potential acquisitions, which are at various stages of
discussion at this time. Under the AIM rules the Company's shares would be suspended from trading on AIM if a suitable acquisition has not
been made in accordance with the stated investing strategy by 7 January 2009. The directors will keep shareholders informed of any
significant developments over the coming months.

    JON CLAYDON
    Non-executive Chairman
    29 August 2008

    Further Enquiries


 Z GROUP plc 
 Duncan Neale (Finance Director)  Tel: +44 (0) 20 7952 4043

 John East & Partners Limited
 Bidhi Bhoma                      Tel: +44 (0) 20 7628 2200






    CONSOLIDATED INCOME STATEMENT 
    for the year ended 29 February 2008

                                         Notes  29 February   28 February 
                                                        2008          2007
                                                           £             £

 Share based payments credit / (charge)              383,667     (344,071)
 Other administrative expenses                     (860,830)     (400,990)
 Proceeds on disposal of investments                 60,000              -
 Write down of investments                       (4,638,803)             -
                                           2     (5,055,966)     (745,061)
 OPERATING LOSS

 Finance income                            3         53,404        103,973
 Other income                                         91,231         8,819
                                                 (4,911,331)     (632,269)
 LOSS BEFORE INCOME TAX

 Income tax credit                         4             816             -
                                                 (4,910,515)     (632,269)
 LOSS FOR THE YEAR

 LOSS PER SHARE (pence)
 Basic and diluted                         5         (20.68)        (3.12)

    CONSOLIDATED BALANCE SHEET
    as at 29 February 2008

                                              Notes  29 February    28 February 
                                                             2008           2007
                                                                   (as restated)
                                                                £              £
 ASSETS
 Investments                                    6               -     16,991,305
 Property, plant and equipment                  7         10,898         137,918
 Intangible assets                              8               -          2,317
 Other receivables                              9         117,500        117,500
                                                         128,398      17,249,040
 Non-current assets

 Trade and other receivables                    9         374,552      2,762,813
 Cash and cash equivalents                     10       1,203,824      1,405,766
 Current assets                                         1,578,376      4,168,579

                                                        1,706,774     21,417,619
 Total assets

 EQUITY AND LIABILITIES
 Capital and reserves attributable to equity
 holders of the Company
 Share capital                                 12      1,187,294      1,187,294 
 Share premium account                                 5,967,758      5,967,758 
 Share option reserve                                    700,382      1,084,049 
 Retained losses                                      (6,299,194)    (1,388,679)
                                                       1,556,240      6,850,422 
 Total equity
                                               11        150,534     14,567,197 
 Trade and other payables
                                                         150,534     14,567,197 
 Current liabilities
                                                         150,534     14,567,197 
 Total liabilities
                                                       1,706,774     21,417,619 
 Total equity and liabilities

    CONSOLIDATED CASH FLOW STATEMENT 
    for the year ended 29 February 2008

                                                       Year ended    Year ended 
                                                      29 February   28 February 
                                                              2008          2007
                                                                 £             £
 Cash flows from operating activities
 Operating loss                                        (5,055,966)     (745,061)
 Depreciation                                               32,711        20,587
 Amortisation                                                 510            133
 Share option expense                                    (383,667)      344,071 
 Foreign exchange movement                                       -       (6,175)
 Write down of investments sold in the year             16,991,305             -
 Decrease / (Increase) in trade and other                2,388,261   (2,467,983)
 receivables
 (Decrease) / Increase in trade and other payables    (14,417,368)       779,839
 Write down of web development costs and domain              1,807             -
 names
                                                         (442,407)   (2,074,589)
 Cash used in operations

 Interest paid                                                   -             -
                                                               816             -
 Income tax credit
                                                         (441,591)   (2,074,589)
 Net cash (used in) operating activities

 Cash flows from investing activities
 Purchase of property, plant and equipment                 (5,340)     (147,347)
 Purchase of other intangible assets                             -         (161)
 Proceeds from the sale of property, plant and             99,649              -
 equipment
 Interest received                                         53,404       103,973 
 Other income                                               91,231         8,819
                                                           238,944      (34,716)
 Net cash from / (used in) investing activities

 Cash flows from financing activities 
 Proceeds from the issue of share capital                        -        52,403
 Credit on issue of share expenses                               -         2,500
 Net cash from financing activities                              -        54,903

 Net (decrease) in cash and cash equivalents             (202,647)   (2,054,402)
 Cash and cash equivalents at the beginning of the       1,405,765     3,460,167
 year
                                                         1,203,118     1,405,765
 Cash and cash equivalents at the end of the year 

    CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
    for the year ended 29 February 2008

                                                               Share based payments
                                                                            reserve

                                 Share capital  Share premium                        Retained earnings

                                                                                                              Total
                                             £              £                     £                  £            £
 Balance at 1 March 2006, as           973,529     2,322,461                      -           (16,432)   3,279,558 
 originally stated
 Prior year adjustment: share                -              -              739,978           (739,978)            -
 based payment charge
 Balance at 1 March 2006, as          973,529      2,322,461               739,978           (756,410)   3,279,558 
 restated

 Issue of equity on exercise of        16,659         35,744                      -                  -      52,403 
 options
 Issue of equity to purchase           197,106      3,607,053                     -                  -    3,804,159
 the 49% minority interest in
 Onshare Limited
 Credit on share issue expenses              -          2,500                     -                  -       2,500 
 Share option charge in the                  -              -              344,071                   -      344,07 
 year
 Loss for the period                         -              -                     -          (632,269)    (632,269)
 Total recognised income and           213,765     3,645,297               344,071           (632,269)   3,570,864 
 expense for the period
                                    1,187,294      5,967,758             1,084,049         (1,388,679)   6,850,422 
 Balance at 1 March 2007

 Share option credit in the                  -              -             (383,667)                  -    (383,667)
 year
                                             -              -                              (4,910,515)  (4,910,515)
 Loss for the period
 Total recognised income and
 expense for the period                     -              -              (383,667)        (4,910,515)  (5,294,182)
                                    1,187,294      5,967,758               700,382         (6,299,194)   1,556,240 
 Balance at 29 February 2008


    NOTES TO THE FINANCIAL STATEMENTS
    For year ended 29 February 2008

    1.    BASIS OF PREPARATION AND PUBLICATION OF NON-STATUTORY ACCOUNTS

    (a)    First time adoption of IFRSs
    From 1 March 2007, the Company has adopted International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU")
in the preparation of the financial statements.

    Prior to this accounting period, the Company prepared its audited annual financial statements under United Kingdom Generally Accepted
Accounting Principles (UK GAAP). For periods commencing 1 March 2007, the Company is required to prepare its annual consolidated financial
statements in accordance with IFRS as adopted by the EU and implemented in the UK. As the financial statements for the year to 29 February
2008 will include comparatives for the year ended 28 February 2007, the Company's date of transition to IFRS is 1 March 2006 and the
comparatives need to be restated to IFRS. Accordingly, the financial information for the year to 28 February 2007 has been restated to
present the comparative information in accordance with IFRS based on a transition date of 1 March 2006. Note 14 sets out how the Company's
previous financial position is affected by the change to IFRS.

    As at the date of approval of the financial statements, the following standards and interpretations were in issue but not yet effective:

    
IFRS 3 (revised) Consolidated financial statements 
    IFRS 8 Operating Segments 
    IFRIC 12 Service concession arrangements 
    IFRIC 13 Customer loyalty programmes 
    IFRIC 14 IAS19 - The limit on a defined benefit asset, minimum funding requirements and their interaction 
    IAS 1 (revised) Presentation of financial statements 
    IAS 23 (revised) Borrowing costs 
    IAS 27 (revised) Consolidated and separate financial statements
     
The Directors do not anticipate that the adoption of these standards and interpretations in future reporting periods will have a material
impact on the Company's results.

    (b)    Going concern

    The financial statements are presented on a going concern basis. In assessing the Company's ability to continue as a going concern, the
directors have taken into consideration all available information relating to the 12 month period from the date of approval of these
accounts. In particular the directors have assessed expenditure, budgets and cash flow forecasts of the Company.

    The budgets and forecasts have been reflected to reflect the current position of the Company as listed on AIM. The directors are
actively seeking an acquisition in line with the Company's Investing Strategy which is to seek high growth, profitable, cash generative
businesses in the Technology, Media or Science sectors.

    The financial implications of potential transactions and the consequences of not being listed on AIM have not been included in the
consideration of the going concern status of the Company at this time.

    (c)    Critical accounting estimates and judgements

    Estimates and judgements are continually evaluated and are based on historical experience and other factors, Including expectations of
future events that are believed to be reasonable under the circumstances.  

    The Company makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by
definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of asset and liabilities within the next financial year are discussed below.

    Share-based payments

    The Company issues share-based payments to certain employees. The fair value and the vesting periods use management assumptions in their
calculation. While management believes that the assumptions used are appropriate, a change in the assumptions used would impact the results
of the Company.

    The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 240 of
the Companies Act 1985. The financial information for the year ended 28 February 2007 has been extracted from the Company's financial
statements to that date which have received an unqualified auditors' report but have not yet been delivered to the Registrar of Companies.

    The financial information for the year ended 29 February 2008 has been extracted from the Company's financial statements to that date,
which have been delivered to the Registrar of Companies. The auditors opinion on those financial statements was not qualified but contained
an emphasis of matter paragraph relating to the valuation of the intangible asset.

    2.    OPERATING LOSS

                                                      Year ended    Year ended
                                                    29 February   28 February 
                                                            2008          2007
                                                               £             £
 The Company's operating loss is shown after
 charging / (crediting):

 Significant items:
 Write down on sale of fixed asset investments        4,638,803              -
 Share based payments (credit) / charge                (383,667)      344,071 
 Depreciation                                             32,711       20,587 
 Amortisation                                                510          133 
 Auditors' remuneration for the audit                     12,000        7,850 

 Other services related to taxation                       14,600       12,000 

    3.    FINANCE INCOME

                           Year ended  Year ended
                                   29          28
                             February    February
                                 2008        2007
                                    £           £

 Bank interest receivable      53,404     103,973


 Finance income                53,404     103,973

    4.     INCOME TAX CREDIT

                                                       Year ended   Year ended
                                                      29 February  28 February
                                                             2008         2007
                                                                £            £
 Factors affecting tax charge for period:
 The tax assessed for the period is higher than the
 standard rate of corporation tax in the UK. The
 differences are explained below:

 Loss on ordinary activities before tax               (4,911,331)    (632,269)
 Profit on ordinary activities multiplied by          (1,473,399)    (189,681)
 standard rate of corporation tax in the UK of 30%
 (2007: 30%)
 Effects of:
 Expenses not deductible for tax purposes                133,326       13,710 
 Temporary differences in the recognition of profits      15,507      (17,159)
 or losses not recognised for tax purposes
 Losses not recognised for tax purposes                1,439,666       97,469 
 Adjustment in respect of previous period's income          (816)           - 
 tax
 Share based payments not recognised for tax            (115,100)       95,661
 purposes
                                                            (816)            -
 Tax credit for the year

    The Company has tax losses of approximately £419,000 (2007: £228,000) which, subject to agreement with HM Revenue & Customs, are
available to carry forward against future profits of the same trade.

    5.    LOSS PER SHARE

                                      29 February  28 February
                                             2008         2007
                                              No.          No.
 Weighted average number of shares:
  For basic earnings per share         23,745,885   20,284,347
  Dilutive effect of share options              -            -

 For diluted earnings per share        23,745,885   20,284,347

 Loss for the year                   £(4,910,515)   £(632,269)

 Earnings per share:
                                            pence        pence

  - Basic and diluted                     (20.68)       (3.12)

    Due to the losses in the above years, there is no dilutive effect from the issue of share options.

    6.    INVESTMENTS

 Cost and net book value:
                                                        £
 At 1 March 2007                              16,991,305 
 Book value of investments sold in the year  (16,991,305)
                                                       - 
 At 29 February 2008

 Details of the subsidiary undertaking of the company are as follows:
                                      Class of         Proportion 
                                         share               held   Nature of business 

 Z GROUP Investments Limited           Ordinary               100%          Non trading

    This subsidiary undertaking is incorporated in England and Wales. 

    7.    PROPERTY, PLANT AND EQUIPMENT

                        Computer equipment      Furniture, fittings    Total  
                                           £        and equipment            £
                                                                  £
 Cost 
 01 March 2006                         7,589                      -      7,589
 Additions                             4,147                147,085    151,232
                                      11,736                147,085    158,821
 28 February 2007

 Depreciation
 At 1 March 2006                       (316)                      -      (316)
 Charged in the period               (2,250)               (18,337)   (20,587)
                                      2,566)               (18,337)   (20,903)
 At 28 February 2007

 Cost 
 01 March 2007                       11,735                 147,085   158,820 
 Additions                            5,341                       -     5,341 
 Disposals                           (1,371)              (147,085)  (148,456)
                                     15,705                       -     15,705
 29 February 2008

 Depreciation
 At 1 March 2007                     (2,566)               (18,337)   (20,903)
 Charged in the period               (2,552)               (30,159)   (32,711)
 Disposals                              311                  48,496    48,807 
                                     (4,807)                     -     (4,807)
 At 29 February 2008

 Net book value
 29 February 2008                     10,898                      -    10,898 

 28 February 2007                      9,170               128,748    137,918 

 28 February 2006                      7,273                      -      7,273

    The Company holds no assets under finance leases or hire purchase contracts (2007: none).

    The Company assigned its lease on 31 Vernon Street in December 2007, and the fixtures and fittings of the Company were assigned at the
same time.

    8.    INTANGIBLE ASSETS

                      Web development  Domain names     Total
                                    £             £         £
 Cost
 01 March 2006                      -             -         -
 Additions                      2,250           200     2,450
                                2,250           200     2,450
 28 February 2007


 Depreciation
 At 1 March 2006                    -             -         -
 Charge for period               (94)          (39)     (133)
                                 (94)          (39)     (133)
 At 28 February 2007


 Cost
 01 March 2007                 2,250           200     2,450 
 Additions                          -             -         -
 Write down                   (2,250)         (200)   (2,450)
                                   -             -          -
 29 February 2008


 Depreciation
 At 1 March 2007                   94           39        133
 Charge for period                468            42       510
 Write back                     (562)          (81)     (643)
                                    -            -         - 
 At 29 February 2008

 Net Book Value

 29 February 2008                  -             -         - 
 28 February 2007              2,156           161     2,317 
 28 February 2006                   -             -         -

    9.    TRADE AND OTHER RECEIVABLES

                                             29 February   28 February 
                                                     2008          2007
                                                        £             £
 Non-current
                                                  117,500      117,500 
 Other debtors

 Current
                                                  10,287             - 
 Trade receivables
                                                  23,765        34,088 
 Prepayments
                                                       -     2,575,821 
 Amounts due from subsidiaries
                                                 328,534              -
 Amounts due from related parties (Note 13)
                                                  11,966       152,904 
 Other debtors
                                                 374,552     2,762,813 

    The carrying value of trade and other receivables is consistent with their book values. Trade and other receivables are unsecured.

    10.    CASH AND CASH EQUIVALENTS

                   29 February           29 February    28 February             28 February
                          2008                  2008           2007                    2007
                             £   Fixed interest rate              £       Weighted variable
                                             thereon                  interest rate thereon
                                                      
 Current account        43,614                 0.00%          9,876                   0.00%
 Deposit accounts    1,160,210                 5.65%      1,395,890                   3.91%
                                                      
                     1,203,824                            1,405,766

    11.    TRADE AND OTHER PAYABLES

 Amounts falling due within one year  29 February 2008  28 February 2007
                                                     £                 £

 Bank overdraft                                    705                 -
 Trade creditors                                22,171            94,052
 Amounts due to subsidiaries                    70,000        14,337,876
 Corporation tax                                     -           111,678
 Other taxation and social security              7,054            11,608
 Accruals and deferred income                   38,638            11,983
 Provisions                                     11,966                 -
                                                              14,567,197
                                               150,534

    The carrying value of trade and other payables is consistent with their book values. Trade and other payables are unsecured. It is the
Company's policy to settle trade and other payables within normal credit terms.

    12.    SHARE CAPITAL 
                                            29 February 2008  28 February 2007
                                                           £                 £
 Authorised
 100,000,000 ordinary shares of £0.05 each         5,000,000         5,000,000

                                                   5,000,000         5,000,000

 Allotted, called up and fully paid
                                            29 February 2008  28 February 2007
                                                           £                 £

 At 1 March                                        1,187,294           973,529
 Subscriber shares                                         -                 -
 Issue of additional shares:
 Share for share agreement                                 -                 -
 AIM listing                                               -                 -
 Allotted under share option scheme                        -            16,659
 (333,172 shares)
 Allotted on acquisition of the 49%
 minority interest in Onshare Limited                      -           197,106
 (3,942,134 shares)

 At 29 February                                    1,187,294         1,187,294


    13.    RELATED PARTY TRANSACTIONS

    The only key management personnel of the Company are the Directors. Details of the compensation of the key management personnel, as
required by IAS 24 "Related Party Disclosures", are disclosed in the Remuneration Report within the Annual Report and Accounts, which have
been posted to shareholders and are available on the Company's website www.zgroupplc.com. 

    During the year Directors fees of £1,500 (2007: £18,000) were paid to Computer Marketing Services Limited of which Ian Smith is a
Director and controlling shareholder. During the year Directors fees of £37,452 (2007: £40,000) were paid to Standen Consult Limited of
which John Standen is a Director and controlling shareholder.

    As detailed in the Chairman's Statement, Jack Bekhor and Jamie True purchased the trading subsidiaries of the Company on 7 January 2008
(the "MBO").  Jack Bekhor and Jamie True remain related parties of the Company in their capacity as significant shareholders of the Company.
A summary follows of the movements in the debt due to and from these related parties up to 29 February 2008:

                                   Year ended 29 February  Year ended 28 February 2007
                                                     2008
                                                        £                            £

 Opening debt due from / (to)                    590,447                     (987,181)
 related parties 

 Cash forwarded by the Company                 4,512,109                    1,877,894 
 to the related parties
 Cash forwarded by the related                (4,757,361)                    (817,698)
 parties to the Company
 Other re-charges from the                       332,552                      517,432 
 related parties
 Other re-charges from the                       (20,205)                           - 
 Company
 Loan waiver to ex-subsidiary                   (329,008)                            -

 Closing debt due from related                   328,534                      590,447 
 parties
                                                                                      

    It is anticipated that this closing debt of £328,534 will be paid to the Company when R&D tax credits estimated at £328,534 are received
by Net2Roam Limited and OnShare Limited, as these credits are due to the Company under the terms of the MBO agreement.  

    14.    EXPLANATION OF TRANSITION TO ADOPTED IFRSs

    The Company's financial statements for the year ended 28 February 2008 will be the first financial statements that comply with
International Financial Reporting Standards (IFRS). The Company's financial statements prior to and including 28 February 2007 had been
prepared in accordance with Generally Accepted Accounting Principles in the United Kingdom (UK GAAP).  

    As required by IFRS 1, the impact of the transition from UK GAAP to IFRS is explained below. The accounting policies set out above have
been applied consistently to all periods presented in this interim financial information and in preparing an opening IFRS balance sheet at 1
March 2006 for the purposes of transition to IFRS.

    IAS 1 - Presentation of Financial Statements. The form and presentation in the UK GAAP financial statements has been changed to be in
compliance with IAS 1. 

    IAS 7 - Cash Flow Statements. The IFRS Cash Flow Statement, prepared under IAS 7, presents cash flows in thee categories: cash flows
from operating activities, cash flows from investing activities and cash flows from financing activities. Other than the reclassification of
cash flow into the new disclosure categories, there are no significant differences between the Company's Cash Flow Statement under UK GAAP
and IFRS. Consequently, no cash flow reconciliations are provided. Purchases of tangible fixed assets under UK GAAP have been reclassified
to purchases of intangible assets and purchases of property, plant and equipment under IFRS.

    There is no change to the reported losses in the year ended 28 February 2007 as a result of the transition to IFRS.

    Reconciliation of Balance Sheet at 1 March 2006
                                 Notes       1 March   Transition        1 March 
                                                 2006      to IFRS           2006
                                             (UKGAAP)               (as restated)
                                                    £            £              £
 ASSETS
 Investments                              13,187,145             -    13,187,145 
 Property, plant and equipment     a           7,273             -         7,273 
 Other intangible assets           a                -            -            -  
 Non-current assets                       13,194,418           -      13,194,418 

 Trade and other receivables                 412,327             -       412,327 
 Cash and cash equivalents                 3,460,168             -     3,460,168 
 Current assets                            3,872,495           -       3,872,495 

 Total assets                             17,066,913           -      17,066,913 

 EQUITY AND LIABILITIES
 Capital and reserves
 attributable to equity holders
 of the Company
 Share capital                               973,529             -       973,529 
 Share premium account                     2,322,461             -     2,322,461 
 Share option reserve                        739,978             -       739,978 
 Retained losses                            (756,413)            -      (756,413)
 Total equity                              3,279,555           -       3,279,555 

 Trade and other payables                 13,786,542             -    13,786,542 
 Short-term provisions                           816             -           816 
 Current liabilities                      13,787,358           -      13,787,358 

 Total liabilities                        13,787,358           -      13,787,358 

 Total equity and liabilities             17,066,913           -      17,066,913 

    Reconciliation of Balance Sheet at 28 February 2007
                                 Notes   28 February   Transition    28 February 
                                                 2007      to IFRS           2007
                                             (UKGAAP)               (as restated)
                                                    £            £              £
 ASSETS
 Investments                              16,991,305             -    16,991,305 
 Property, plant and equipment     a         140,074       (2,156)       137,918 
 Other intangible assets           a             161        2,156          2,317 
 Other receivables                            117,500                     117,500
 Non-current assets                       17,249,040           -      17,249,040 

 Trade and other receivables               2,762,813             -     2,762,813 
 Cash and cash equivalents                 1,405,766             -     1,405,766 
 Current assets                            4,168,579           -       4,168,579 

 Total assets                             21,417,619           -      21,417,619 

 EQUITY AND LIABILITIES
 Capital and reserves
 attributable to equity holders
 of the Company
 Share capital                             1,187,294             -     1,187,294 
 Share premium account                     5,967,758             -     5,967,758 
 Share option reserve                      1,084,049             -     1,084,049 
 Retained losses                          (1,388,679)            -    (1,388,679)
 Total equity                              6,850,422           -       6,850,422 

 Trade and other payables                 14,567,197             -    14,567,197 
 Short-term provisions                            -              -            -  
 Current liabilities                      14,567,197           -      14,567,197 

 Total liabilities                        14,567,197           -      14,567,197 

 Total equity and liabilities             21,417,619           -      21,417,619 

    Notes to the reconciliation of Balance Sheets

    (a)    Classification of website costs

    Website development cost is included within intangibles under IFRS rather than tangible assets as is the norm under UK GAAP. The effect
of this is to reclassify website development cost of £2,156 at February 2007 from tangible assets to intangible assets. Total net assets
remain unchanged by this adjustment. There is no adjustment at March 2006, because no website development costs had been incurred up to that
date.

    15.    DIVIDENDS

    No dividends were paid or are proposed in respect of the year ended 29 February 2008.

    16.    REPORT AND ACCOUNTS

    Copies of the Annual Report and Accounts have been sent to all shareholders and are available from the Company's registered office 31
Vernon Street, London W14 0RN and on the Company's website www.zgroupplc.com  


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