Poptel Limited Annual Report and
Financial Statements
 
We
have been requested to supply the Annual Report and Financial Statements which
appear below.
 
The
information relates the last full trading year to 31st May 1999 of
Soft Solution Limited, the predecessor company of Poptel Limited. Poptel
Limited started trading on 1st December 1999 and so has not yet
completed a full year of trading. All staff, commercial activities, assets and
liabilities were transferred from Soft Solution Limited to Poptel Limited.
 
Prior
to commencement of trading Poptel Limited raised £1.5 million from investors
and has raised another £1.0 million subsequently. As a consequence the Annual
Report and Financial Statements below are of historical interest only.
 
Malcolm
Corbett
Director,
Corporate Affairs
Poptel
Limited
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SOFT SOLUTION LIMITED
(A Company Limited by Guarantee)
 
 
FINANCIAL STATEMENTS
 
FOR THE
 
YEAR ENDED 31 MAY 1999
 
 
COMPANY NO: 1942215
 
| SOFT
  SOLUTION LIMITED     DIRECTORS Shaun
  Fensom Malcolm
  Corbett Kenneth
  Holder Dominic
  Search Lucy
  Brotherston SECRETARY Lucy
  Brotherston             AUDITORS Gotham
  Erskine Chartered
  Accountants 52‑58
  Tabernacle Street London
  EC2A 4NJ             BANKERS The
  Royal Bank of Scotland plc London
  Holborn Branch London
  WC1V 6PQ             SOLICITORS Malcolm
  Lynch & Co. Vassalli
  House 20
  Central Road Leeds LS1
  6DE             REGISTERED
  OFFICE Rutherford
  House Manchester
  Science Park Pencroft
  Way Manchester M15
  6GG | 
 
SOFT
SOLUTION LIMITED
|   REPORT OF THE DIRECTORS   The directors present herewith their
  report, together with the audited financial statements of the Company for the
  year ended 31 May 1999.   PRINCIPAL ACTIVITIES AND REVIEW OF
  OPERATIONS The Company's principal activity during the year was the supply of
  'On‑Line' computer communication and information services, and related
  consultancy. The directors consider that the trading results for the year
  were satisfactory.   DIRECTORS The directors of the Company during
  the year were as follows: . Shaun
  Fensom                                                  Lucy
  Brotherston Malcolm
  Corbett                                  Dominic
  Search (Appt June 99) Kenneth
  Holder (Appt June 99)   The Company is limited by guarantee
  and has no share capital, hence there are no directors' interests to
  disclose.     AUDITORS A resolution to re‑appoint
  Gotham Erskine as auditors will be put to the members at the Annual General
  Meeting.       PREPARATION OF THE REPORT This report has been prepared in
  accordance with the provisions of Part VII of the Companies Act 1985 relating
  to small companies.   By
  Order of the Board Dated:
  30th June 2000 Lucy
  Brotherston‑Secretary   | 
 
 
SOFT
SOLUTION LIMITED
 
PROFIT
AND LOSS ACCOUNT
FOR
THE
YEAR
ENDED 31 MAY 1999
 
 
 
|   |   |   |   |   |   | 
|   | Notes | 1999 |   | 1998 |   | 
|   |   | £ | £ | £ | £ | 
| TURNOVER | Ab, C |   |   |   |   | 
| Inside UK |   |   | 700,276 |   | 632,955 | 
| Ouside UK |   |   | 74,208 |   | 86,907 | 
|   |   |   | 774,484 |   | 719,862 | 
|   |   |   |   |   |   | 
| Cost of sales |   |   | (248,898) |   | (230,098) | 
|   |   |   |   |   |   | 
| GROSS PROFIT |   |   | 525,586 |   | 489,764 | 
|  |   |   |   |   |   | 
| ADMINISTRATIVE EXPENSES |   |   |   |   |   | 
| Staff costs | D | 405,137 |   | 332,339 |   | 
| Depreciation | Ac, F | 42,981 |   | 46,437 |   | 
| Other
  operating charges | C | 198,719 |   | 155,065 |   | 
|  |   |   | (646,837) |   | (533,841) | 
|  |   |   | (121,251) |   | (44,077) | 
|  |   |   |   |   |   | 
| Other
  operating income |   |   | 9,355 |   | 14,185 | 
| Deferred Grant
  flowback | L |   | 24,653 |   | 26,367 | 
|  |   |   |   |   |   | 
| (LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION |   |   | (87,243) |   | (3,525) | 
| Tax on
  ordinary activities | E |   | 114 |   | (1,010) | 
|   |   |   |   |   |   | 
| (LOSS ON ORDINARY ACTIVITIES AFTER TAXATION |   |   | (87,129) |   | (4,535) | 
|   |   |   |   |   |   | 
| Profit & loss account brought forward |   |   | 18,630 |   | 23,165 | 
| Profit & loss account carried  forward |   |   | (68,499) |   | 18,630 | 
 
 
 
| The
  notes on pages 5 to 8 form an integral part of these accounts. | 
SOFT
SOLUTION LIMITED
 
BALANCE
SHEET
AS AT
31 MAY
1999
 
 
 
|   |   |   |   |   |   | 
|   | Notes | 1999 |   | 1998 |   | 
|   |   | £ | £ | £ | £ | 
| FIXED ASSETS |   |   |   |   |   | 
| Tangible Assets | F |   | 136,566 |   | 156,154 | 
|   |   |   |   |   |   | 
| CURRENT ASSETS |   |   |   |   |   | 
| Stock and work in progress | G | 2,000 |   | 2,000 |   | 
| Debtors and prepayments | H | 99,074 |   | 123,651 |   | 
| Cash in hand and at bank |   | 30,445 |   | 72,846 |   | 
|   |   | 131,519 |   | 198,497 |   | 
|   |   |   |   |   |   | 
| CREDITORS FALLING DUE WITHIN ONE YEAR | I | (200,472) |   | (181,200) |   | 
|   |   |   |   |   |   | 
| NET CURRENT (LIABILITIES) / ASSETS |   |   | (68,953) |   | 17,297 | 
| TOTAL ASSETS LES CURRENT LIABILITIES |   |   | 67,613 |   | 173,451 | 
|   |   |   |   |   |   | 
| CREDITORS FALLING DUE AFTER ONE YEAR |   |   |   |   |   | 
| Deferred taxation | J | 2,368 |   | 2,482 |   | 
| Secured creditors: |   |   |   |   |   | 
| Long term loan creditors | K | 23,729 |   | 17,671 |   | 
| Deferred grants | L | 110,015 |   | 134,668 |   | 
|   |   |   | (136,112) |   | (154,821) | 
| NET (LIABILITIES) / ASSETS |   |   | (68, 499) |   | 18,630 | 
|   |   |   |   |   |   | 
| CAPITAL AND RESERVES |   |   |   |   |   | 
| Share Capital | N |   |   |   |   | 
| Profit and loss account |   |   |   |   |   | 
| At start of year |   | 18,630 |   | 23,165 |   | 
| (Loss) for year |   | (87,129) |   | (4,535) |   | 
|   |   |   | (68,499) |   | 18,630 | 
|   |   |   |   |   |   | 
 
 
The financial statements have been
prepared under the historical cost
convention and in accordance with the
provisions of Part VII of the
Companies Act 1985 relating to small
companies and the Financial
Reporting
Standard for Smaller Entities (effective March 1999).
 
The financial statements were approved
by the Board of Directors and
signed on their behalf on 30 June 2000 by:
 
 
Lucy Brotherston ‑ Director            Dominic
Search – Director
 
 
The notes on pages 5 to 8 form an
integral part of these accounts
 
 
 
 
 
 
 
 
 
| SOFT SOLUTION LIMITED  NOTES
  TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 1999     A. ACCOUNTING POLICIES (a)  
  Accounting
  conventions  The financial statements have been
  prepared under the historical cost convention, and in accordance with the
  Companies Act 1985, the Financial Reporting Standard for Smaller Entities
  (effective March 1999) and with applicable accounting standards. (b)  
  Turnover  Turnover represents invoiced sales
  net of value added tax and includes work in progress at the year end. (c)  
  Depreciation
   Depreciation is provided on all fixed
  assets at rates calculated to write off the cost, less estimated residual
  value, of each asset over its expected useful life as follows: Equipment ‑
  25% p.a. on reducing balance, as adjusted to reflect post year end disposals. (d)  
  Stocks  Stocks are stated at the lower of
  cost and net realisable value. (e)  
  Debtors  Debtors include, as accrued income,
  invoices rendered after the year end based on on‑line services used
  before the year end. (f)  
  Deferred
  taxation  Deferred taxation has been provided
  on short term timing differences. See note J. (g)  
  Cash Flow
  Statement  A cashflow statement has not been
  prepared as the Company is a small company as defined by the s247 of the
  Companies Act 1985. (h)  
  Capital
  grants  Capital based grants are carried
  forward as deferred income and credited to the income and expenditure account
  over the life of the related assets. See note L and M. (i)  
  Pension  The Company operates a defined
  contribution pension scheme and the pension charge represents the amounts
  payable by the Company to the fund in respect of the year.   B. DIRECTORS RESPONSIBILITIES  Company law requires the directors to
  prepare financial statements for  each financial year which give a true and
  fair view of the state of  affairs of the Company and of the profit or
  loss of the Company for  that year. In preparing those financial statements
  the directors are  required to:   ‑ Select suitable accounting
  policies and apply them consistently;   ‑ Make judgments that are
  reasonable and prudent;   ‑
  Prepare the financial statements on the going concern basis unless it is
  inappropriate to presume that the Company will continue to operate.   The Directors are responsible for
  keeping proper accounting records which disclose with reasonable accuracy at
  any time the financial state of the Company and to enable them to ensure that
  the financial statements comply with the Companies Act 1985. They are also
  responsible for safeguarding the assets of the Company and hence for taking
  reasonable steps for the prevention and detection of fraud and other
  irregularities.             | 
 
| SOFT
  SOLUTION LIMITED   NOTES TO THE FINANCIAL STATEMENTS
  (CONTINUED) FOR THE YEAR ENDED 31 MAY 1999   C.
  TURNOVER AND OPERATING RESULT The
  turnover and loss are wholly attributable to the Company's main `           activity,
  and are stated after charging/(crediting):            1999         1998 £            £ Auditors' remuneration    ‑ Audit fee                        3,500        3,300                           ‑
  Other services                   2,166        1,050 Loan interest                                                 3,581         713 Depreciation                                                 42,981      46,437 Deferred grant flowback                                    (24,653)    (26,367) Bank interest received                                        (153)       (176) Foreign exchange gain                                             ‑         (9)     D.
  STAFF COSTS The
  average weekly number of employees during the year was 24 (1998‑21). This includes three Directors (1998‑3).  Staff
  costs during the year amounted to:                         £
             £ Directors' remuneration                                     60,277       64,051 Wages and salaries                                         306,535      236,357 Social security costs                                       36,204       29,615 Pension cost                                                 2,121        2,316                                                           £405,137     £332,339     E. TAX ON ORDINARY ACTIVITIES                                        £            f    Based
  on the profit for the year: Transfer to/(from) deferred tax (note J)                        114      (1,010)                                                                £114     £(1,010)     F.
  TANGIBLE FIXED ASSETS                                                  Equipment     Operational     Total                                                  &
  Fittings    Equipment    Cost                                                  £            £            £  At 1
  June 1998                                  166,946      407,606      574,552  Additions
  in year                                23,871            ‑       23,871  Disposals
  in the year                           (1,510)            ‑      (1,510)  At 31
  May 1999                                  189,307      407,606      596,913 Depreciation  At 1
  June 1998                                   78,724      339,674      418,398  Charge
  for year                                  25,998       16,983       42,981  Released
  in the year                            (1,032)            ‑      (1,032)  At 31
  May 1999                                  103,690      356,657      460,347 Net book value 31 May 1999                        85,617       50,949     £136,566 Net book value 31 May 1998                        88,222       67,932     £156,154         | 
 
|   SOFT
  SOLUTION LIMITED NOTES
  TO THE FINANCIAL STATEMENTS (CONTINUED) FOR
  THE YEAR
  ENDED 31 MAY 1999 1999        1998 G. STOCK  (Note Ad)                                                £
              £ Consumables & goods for resale                             2,000         2,000 H. DEBTORS (Note Ae)                                               £
              £ Trade debtors (net of provisions)                          76,682        77,028 Accrued income                                             18,315       27.,340 Grant debtor                                                    ‑         6,000 Sundry loans                                                1,110         2,598 Prepayments                                                 2,967        10,685                                                           £99,074       123,651 I. CREDITORS FALLING DUE WITHIN ONE YEAR                           £             £ Trade creditors                                           120,280       116,529 Corporation tax                                                46            46 Other taxes & social security costs                        32,365        39,563 Short term element of loans (note K)                       27,865        14,126 Sales invoiced in advance                                  15,488             ‑ Other creditors                                             1,131         1,541 Accruals                                                    3,297         9,395                                                          £200,472      £181,200       J.
  DEFERRED TAX                                                   £             £   Deferred
  tax has been provided as follows:    Capital
  allowances in advance of depreciation Balance brought forward                                  2,482        1,472 Provision transferred in year (note E)                   (114)        1,010_                                                         £2,368       £2,482       K . LONG TERM LOANS                                               £             £   Total
  loans are as follows: Industrial Common Ownership Finance Ltd                   23,729        17,671       Interest on the ICOF loan, which is
  repayable within five years, is charged at 12.5% per annum. The loan is
  secured by a fixed and floating legal
  charge on the assets of the Company.       The loans are repayable as follows:                            £             £ Repayable within one year (note I)                          7,260        14,126 Repayable between two to five years                        23,729        17,671                                                           £30,989       £31,797                     | 
 
| SOFT
  SOLUTION LIMITED NOTES
  TO THE FINANCIAL STATEMENTS (CONTINUED) FOR
  THE YEAR
  ENDED 31 MAY 1999                                                                1999          1998 L. DEFERRED GRANTS                                              £
              £ Deferred grant brought forward                           134,668       152,096 Grant received in year: Manchester City Council                                       ‑         8,939 Flowback in year (note Ah) Manchester City Council                                 (17,946)      (17,270) Kirklees Metropolitan Council                            (6,707)       (9,097)                                                        £110,015      £134,668   The proper use of the Manchester grant is
  secured by a fixed and secured legal charge over all the Company's assets.         M. LEASE COMMITMENTS   At 31 May 1999 the Company had annual
  commitments under non cancellable operating leases for equipment as follows:                                                             1999          1998 Expiry dates:                                               £             £  Due
  within one year                                       1,194         1,194  Due
  within two to five years                              1,776         2,970           N.
  SHARE CAPITAL The
  Company is limited by guarantee and has no share capital. In the event of the
  Company being wound up, every member is liable to contribute not more than £1
  towards the debts of the Company and the the costs of winding up.         O. PENSION CONTRIBUTIONS   The Company operates a defined pension
  contribution scheme. The assets of the scheme are held separately from
  those of the company in an independently administered fund. The
  pension charge in these accounts represents contributions payable for the year
  by the company to the fund.         P. POST BALANCE SHEET EVENT   In November 1999 the business, assets and
  liabilities were transferred  to
  Poptel Limited, a 751 subsidiary company formed for this purpose.       |