UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No.1 to Current Report TRANSMEDIA EUROPE, INC. ----------------------- (Exact name of Registrant as specified in its charter) DELAWARE 13-3701141 - ------------------------------- ------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 11 ST. JAMES'S SQUARE, LONDON SW1Y 4LB, ENGLAND --------------------------------------------------- (Address of principal executive offices) (zip code) U.K. 011-44-171-930-0706 ------------------------ including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes / / No /X/ Item 2. Acquisition or Disposal of Assets On May 14, 1998 Transmedia Europe, Inc. (the "Company") and Transmedia Asia Pacific, Inc. ("TMAP") purchased from Compass Trustees Limited 100% of the outstanding capital stock of Porkpine Limited ("Porkpine"). TMAP is a Delaware corporation which shares common directors and officers with the Company. The Company and TMAP each acquired 50% of the outstanding capital stock of Porkpine. Porkpine and its wholly owned subsidiaries Letville Holdings Limited ("Letville") and Floracourt Marketing Limited ("Floracourt") operate two businesses trading as Logan Leisure and Logan Leisure & Entertainment. Porkpine trades as Logan Leisure ("LL"). LL was established in 1989 and is based in Belfast, Northern Ireland. Letville is an intermediary holding company which owns Floracourt. Floracourt trades as Logan Leisure & Entertainment ("LLE"). LLE is based in Dublin in the Republic of Ireland and commenced operations in 1992. Both LL and LLE produce and sell discount and savings directories. The discount directory is a book of vouchers, along with a membership card, which the purchaser of the directory can use to obtain discounts from participating merchants. LL and LLE have negotiated agreements with such participating merchants whereby the merchant agrees to the inclusion of branded vouchers in the directory or acceptance of the membership card. The purchaser of the directory can use their membership card or redeem such vouchers to obtain a discount on purchases made in the merchants establishments. Participating merchants include hotel groups, restaurants and a wide range of leisure activity providers such as golf clubs. The transaction was consummated pursuant to an acquisition agreement (the "Agreement") dated May 14, 1998 between Compass Trustees Limited, the Company, TMAP and Gavin and Joanne Logan. The consideration paid totalled 1,060,000 pounds sterling ($1,749,000 approximately) subject to increase or decrease by an amount equal to the net current assets of Porkpine and subsidiaries as of the date of completion. The net current assets as of the date of completion were to be determined by reference to consolidated financial statements (the "Completion Accounts") to be prepared as soon as practical after May 14, 1998. The consideration paid on consumation was paid as follows: Company TMAP Total Pounds Sterling Cash 330,000 330,000 660,000 Shares of common stock: Company -225,000 shares 200,000 200,000 TMAP - 225,000 shares 200,000 200,000 ------- ------- --------- Total 530,000 530,000 1,060,000 ------- ------- --------- ------- ------- --------- The net current assets as of May 14, 1998 per the Completion Accounts totalled $33,627 2 Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired In accordance with Rule 210.3-05(b) of Regulation S-X the financial statements for Logan Leisure and Logan Leisure and Entertainment covering the fiscal years ended March 31, 1996, 1997 and 1998 are attached to this report. Prior to the date of acquisition the historic financial statements of Logan Leisure and Logan Leisure and Entertainment had not been audited as there was no audit requirements within their jurisdictions. The historic financial statements cannot be retroactively audited without undue effort and expense. There are no adjustments required to these financial statements to comply with US generally accepted accounting principles and regulation S-X. Accordingly, no reconciliation statement in accordance with Item 17 of Form 20-F is presented. (b) Pro forma Financial Information The following pro forma unaudited consolidated balance sheets as at September 30, 1997 and March 31, 1998 are presented as if the Logan Leisure acquisition had occurred on October 1, 1996. The pro forma unaudited consolidated statement of operations for the year ended September 30, 1997 and the six months ended March 31, 1998 are presented as if the Logan Leisure acquisition had occurred on October 1, 1996. The pro forma data is presented for informational purposes only and may not be indicative of the results of operations and the future financial position of the Company or what the results of operations and financial position of the Company would have been if the Breakaway acquisition had occurred on the dates set forth. These pro forma consolidated balance sheet and proforma consolidated statement of operations should be read in conjunction with the historical financial statements and notes thereto of the Company. 3 TRANSMEDIA EUROPE INC. AND SUBSIDIARIES PROFORMA CONSOLIDATED BALANCE SHEET - ------------------------------------------------------------------------------- TME Logan Leisure Proforma Note September 30, September 30, Proforma September 30, 1997 1997 adjustments 1997 (Audited) (Unaudited) (Unaudited) --------------- --------------- --------------- --------------- Assets Current assets Cash 554,624 232 (541,952) 12,904 (1) Trade accounts receivable 484,968 2,923 487,891 Restaurant credits 1,265,918 0 0 Amounts due from related parties 86,401 76,836 163,237 Prepaid expenses and other current assets 599,626 1,761 601,387 ---------- -------- -------- ---------- Total current assets 2,991,537 81,752 (541,952) 2,531,337 Non-current assets Property and equipment 741,116 84,247 825,363 Intangible assets 5,197,426 0 855,205 6,052,631 (1),(2) Other assets 142,946 0 142,946 ---------- -------- -------- ---------- Total assets $9,073,025 $165,999 $313,253 $9,552,277 ---------- -------- -------- ---------- ---------- -------- -------- ---------- Liabilities and Stockholders' Equity Current liabilities Bank Overdraft 952,668 0 63,219 1,015,887 (1) Trade accounts payable 2,384,516 247,978 2,632,494 Deferred membership fee income 536,509 0 536,509 Accrued liabilities 1,459,388 0 1,459,388 Amount due to related party 2,345,841 0 2,345,841 ---------- -------- -------- ---------- Total current liabilities 7,678,922 247,978 63,219 7,990,119 Stockholders' equity 6 1/2 % Convertible Preferred Shares 5,909 0 0 5,909 Common stock 140 3 (3) 140 (1),(4) Additional paid in capital 12,108,055 0 326,180 12,434,235 (1) Accumulated deficit (10,655,175) (81,983) (35,514) (10,707,998)(1),(2),(4) Treasury Stock (517,112) 0 (517,112) Foreign currency translation adjustment (382,668) 0 361 (382,307) ---------- -------- -------- ---------- Total stockholders' equity 559,149 (81,980) 291,024 768,193 Minority Interest 834,954 0 (40,990) 793,964 (4) Total liabilities and stockholders' equity 9,073,025 $165,999 $313,253 $ 9,552,277 ---------- -------- -------- ---------- ---------- -------- -------- ---------- See accompanying notes 4 TRANSMEDIA EUROPE INC. AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED BALANCE SHEET - ------------------------------------------------------------------------------- TME Logan Leisure Proforma Note March 31, March 31, Proforma March 31, 1998 1998 adjustments 1998 --------------- --------------- --------------- --------------- Assets Current assets Cash 503,962 126,616 (605,172) 25,407 (1) Trade accounts receivable 746,548 80,868 0 827,416 Restaurant credits 1,214,616 0 0 1,214,616 Amounts due from related parties 124,653 29,372 0 154,025 Prepaid expenses and other current assets 862,510 16,326 0 878,836 Notes receivable 255,000 0 0 255,000 ------------ -------- ------- ----------- Total current assets 3,707,289 253,182 (605,172) 3,355,299 Non-current assets Investment in affiliated company 4,547,070 0 0 4,547,070 Property and equipment 646,792 57,971 0 704,763 Intangible assets 4,984,987 0 824,664 5,809,651 (1),(2) ----------- -------- ------- ----------- Total assets $ 13,886,138 $311,153 219,492 $14,416,783 ------------ -------- ------- ----------- ------------ -------- ------- ----------- Liabilities and Stockholders' Equity Current liabilities Bank credit line 1,072,442 0 0 1,072,442 Trade accounts payable 1,902,632 578,500 0 2,481,132 Deferred membership fee income 487,446 0 0 487,446 Accrued liabilities 1,902,661 0 0 1,902,661 Amount due to related party 2,295,872 0 0 2,295,872 Deferred cost of investment 3,248,735 0 0 3,248,735 ------------ -------- ------- ----------- Total current liabilities $ 10,909,788 578,500 0 11,488,288 ------------ -------- ------- ----------- Stockholders' equity 6 1/2 % Convertible Preferred Shares 5,909 0 0 5,909 Common stock 168 20 (18) 170 (1),(4) Additional paid in capital 14,528,827 0 326,187 14,855,014 (1) Accumulated deficit (11,309,133) (267,367) 27,166 11,549,334(1),(2),(4) Treasury stock (517,112) 0 0 (517,112) Foreign currency translation adjustment (490,324) 0 (170) (490,494) ------------ -------- ------- ----------- Total stockholders' equity $ 2,218,335 (267,347) 353,165 2,304,153 ------------ -------- ------- ----------- Minority Interest 758,013 0 (133,673) 624,340 (4) ------------ -------- ------- ----------- Total liabilities and stockholders' equity 13,886,138 $311,153 $219,492 $14,416,783 ------------ -------- ------- ----------- ------------ -------- ------- ----------- See accompanying notes 5 TRANSMEDIA EUROPE INC. AND SUBSIDIARIES PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS - ------------------------------------------------------------------------------- TME Logan Leisure Proforma Year ended Year ended Proforma Year ended September 30, September 30, Adjustments September 30, Note 1997 1997 1997 (Audited) (Unaudited) (Unaudited) --------------- --------------- --------------- --------------- Revenues 7,870,256 484,291 0 8,354,547 Cost of sales 4,709,911 (226,363) 0 (4,936,274) ----------- ------ -------- ----------- Gross profit 3,160,345 257,927 0 3,418,272 Selling, general and administrative expenses (7,399,596) (208,571) (61,086) (7,669,433) (2) ----------- ------ -------- ----------- Loss from operations (4,239,251) 49,176 (61,086) (4,251,161) Share of losses of associated company (116,899) 0 0 (116,899) Interest income 11,287 117 0 11,404 ----------- ------ -------- ----------- Loss before income taxes (4,344,863) 49,293 (61,086) (4,356,656) Income taxes 13,621 0 0 13,621 ----------- ------ -------- ----------- Net loss before preferred share dividend s(4,331,242) 49,293 (61,086) (4,343,035) Minority Interest 805,859 0 (24,646) 781,213 (3) Preferred share dividends (220,865) 0 0 (220,865) ----------- ------ -------- ----------- Net loss after preferred share dividends $(3,746,248) 49,293 $(85,733 $(3,782,688) Loss per common share $(0.27) $(0.27) Weighted average number of common shares outstanding 13,736,502 13,736,502 ----------- ------ -------- ----------- See accompanying notes 6 TRANSMEDIA EUROPE INC. AND SUBSIDIARIES UNAUDITED PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS - ------------------------------------------------------------------------------ TME Logan Leisure Proforma Six months ended Six months ended Proforma Six months ended March 31, March 31, Adjustments March 31, Note 1998 1998 1998 --------------- --------------- --------------- --------------- Revenues $6,119,394 448,588 0 6,567,982 Cost of sales (3,963,408) (99,602) 0 (4,063,010) --------- ------- ------- -------- Gross profit 2,155,986 348,985 0 2,504,971 Selling, general and (3,006,422) (173,802) (30,543) (3,210,767) (2) administrative expenses --------- ------- ------- -------- Loss from operations (850,436) 175,183 (30,543) (705,796) Share of profits of associated company 83,108 0 0 83,108 Interest income 8,201 13 0 8,214 --------- ------- ------- -------- Loss before income taxes (759,127) 175,196 (30,543) (614,474) Income taxes 0 0 0 0 --------- ------- ------- -------- Loss before preferred shares dividends $(759,127) 175,196 (30,543) (614,474) --------- ------- ------- -------- Minority interest 172,379 0 (87,598) 84,781 (3) Preferred share dividends (67,210) 0 0 (67,210) --------- ------- ------- -------- Net loss after preferred share dividends (653,958) 175,196 (118,141) (596,903) Loss per common share $(0.04) $(0.04) Weighted average number of common 14,940,527 14,940,527 shares outstanding --------- ------- ------- -------- See accompanying notes 7 TRANSMEDIA EUROPE, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Effective control of Porkpine Ltd is exercised by TME. For this reason Porkpine Ltd is consolidated in the accounts of TME. Note 1: To record the acquisition of Porkpine Ltd and to calculate goodwill on acquisition 14/5/98 14/5/98 L $ Total consideration paid by TME 571,066 931,352 Net assets of Porkpine Ltd at date of acquisition 18,468 30,842 TME share (50%) 9,234 15,060 Goodwill on acquisition 561,832 916,292 Consideration costs include stamp duty and legal fees amounting to L41,066 ($66,975) Journal entry required to record the above transaction: 14/5/98 14/5/98 31/3/98 30/9/97 L $ $ $ Dr Goodwill 561,832 916,292 916,292 916,292 Dr Accumulated profits 9,233 15,059 14,889 15,420 Dr Foreign exchange reserve 0 0 170 (361) Cr Cash (371,066) (605,172) (605,172) (605,172) Cr Share capital (1) (2) (2) (2) Cr Additional PIC (199,998) (326,177) (326,177) (326,177) Acquisition calculation used for proforma financial statements changes due to foreign exchange movements Note 2: To record the amortization of goodwill on acquisition For year to Sept 30, 1997 Dr amortization expense 61,086 Cr Accumulated amortization - Goodwill (61,086) For 6 months to March 31, 1998 Dr amortization expense 30,543 Cr Accumulated amortization - Goodwill (30,543) Goodwill is being amortised on a straight line basis over a period of 15 years 8 TRANSMEDIA EUROPE, INC. AND SUBSIDIARIES NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Note 3: To record TMAP's 50% minority interest share of the profits of Porkpine Ltd Net income for the 6 months to 31 March 1998 175,196 Minority share (TMAP - 50%) 87,598 Net income for the 12 months to 30 Sept 1997 49,293 Minority share (TMAP - 50%) 24,646 Note 4: To record TMAP's 50% minority interest share of the stockholders' equity of Porkpine Ltd At March 31, 1998 Dr Common stock 10 Dr Accumulated deficit 16,151 Cr Capital account (149,834) Dr Minority Interest (B/S) 133,673 At September 30, 1997 Dr Common stock 2 Dr Accumulated deficit (8,654) Cr Capital account (32,337) Dr Minority Interest (B/S) 40,990 Note 5. Exchange rates used to prepare Pro forma financial information Closing rate of exchange at September 30, 1997 is L1 = $1.6125 Closing rate of exchange at March 31, 1998 is L1= $1.6700 Closing rate of exchange at May 14, 1998 is L1= $1.6309 Average exchange rate for the 12 months ended September 30, 1997 is L1= $1.5800 Average exchange rate for the 6 months ended March 31, 1998 is L1= $1.6400 9 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorised. TRANSMEDIA EUROPE, INC. By: - -------------------------------------- Paul Harrison President and Chief Financial Officer 10 LETVILLE HOLDINGS LIMITED (FORMERLY LETVILLE CONSTRUCTION LIMITED) FINANCIAL STATEMENTS FROM DATE OF INCORPORATION FOR THE TWENTY FIVE MONTHS TO THE 31 MARCH 1998 LETVILLE HOLDINGS LIMITED TABLE OF CONTENTS PAGE COMPANY INFORMATION ..................................................... 2 DIRECTORS REPORT ........................................................ 3 AUDITORS REPORT ......................................................... 4 BALANCE SHEET ........................................................... 5 NOTES ON THE FINANCIAL STATEMENTS ....................................... 6 1 LETVILLE HOLDINGS LIMITED COMPANY INFORMATION DIRECTORS ........................................ Gavin Logan Peter Manahan SECRETARY ........................................ Gavin Logan REGISTERED OFFICE ................................ Sibtorpe Lane 37A Leeson Park Dublin 6 AUDITORS ......................................... Rothwell McHugh & Company 19 Herbert Street Dublin 2 2 LETVILLE HOLDINGS LIMITED DIRECTORS REPORT FOR THE PERIOD ENDED 31 MARCH 1998 The directors submit their report and financial statements for the period ended 31 March 1998. REVIEW OF THE BUSINESS This company is an investment holding company. DIRECTORS The directors-were appointed during the period as follows: Gavin Logan Peter Manahan STATEMENT OF 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 period. In preparing those financial statements, the directors are required to - select suitable policies and then apply them consistently; - make judgements and estimates 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 in business. The directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the company and which enables them to ensure that the financial statements comply with the Companies Acts, 1963 to 1990. 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. AUDITORS The auditors, Rothwell McHugh & Company have expressed their willingness to continue in office in accordance with Section 160(2) of the Companies Act 1963. ON BEHALF OF THE BOARD: Gavin Logan Peter Manahan - ---------------------- ---------------------------- DIRECTOR DIRECTOR DATE: 9 April 1998. 3 ROTHWELL MCHUGH & COMPANY 19 Herbert Street. Dublin 2 Telephone 01 -662 2700 Facsimile 01-662 2701 AUDITORS REPORT TO THE MEMBERS OF LETVILLE HOLDINGS LIMITED We have audited the financial statements on pages 5 and 6 which have been prepared under the accounting policy set out on page 6. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS As described on page 3 the company's directors are responsible for the preparation of financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed, We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. OPINION In our opinion, the financial statements give a true and fair view of the state of the company's affairs as at 31 March 1998 and of its results for the period then ended and have been properly prepared in accordance with the Companies Acts, 1963 to 1990. We have obtained all the information and explanations we considered necessary for the purposes of our audit. in our opinion, proper books of account have been kept by the company. The financial statements are in agreement with the books of account. In our opinion, the information given in the directors report on page 3 is consistent with the financial statements. The net assets of the company, as stated in the balance sheet on page 5, are more than half of the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 31 March 1998 a financial situation which, under Section 40(l) of the Companies (Amendment) Act, 1983, would require the convening of an extraordinary general meeting of the company. Rothwell McHugh and Company - ------------------------------ REGISTERED AUDITORS DATE: 9 April 1998. Niall A. McHugh B. Comm. A.C.A. Barry T. Rothwell A.C.C.A. Enda J. Bannon A.I.T.I. 4 LETVILLE HOLDINGS LIMITED BALANCE SHEET AS AT 31 MARCH 1998 Notes 1999 IR(pounds) FIXED ASETS Intangible assets 2 1 ----- CURRENT ASSETS Debtors 2 CREDITORS (amounts due within one year) (1) ----- NET CURRENT ASSETS 1 ----- NET ASSETS 2 ----- ----- FINANCED BY: CAPITAL AND RESERVES Called up share capital 3 2 ----- ----- The accompanying notes form an integral part of the balance sheet. ON BEHALF OF THE BOARD: Gavin Logan Peter Manahan - ------------------------------ ------------------------------ DIRECTOR DIRECTOR DATE: 9 April 1998. 5 LETVILLE H OLDINGS NOTES ON THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICY The financial statements have been prepared in accordance with the following policy: (a) Accounting convention The financial statements are prepared under the historical cost convention. 2. FINANCIAL ASSETS 1998 IR (pound) Trade investments - unquoted shares at cost ...................... 1 ---- ---- 3. CALLED UP SHARE CAPITAL 1998 IR (pound) Authorised: 100,000 ordinary shares of(pound)l each ......................... 100,000 ------- ------- Allotted, called up and fully paid: 2 ordinary shares of (pound)1 each .............................. 2 ------- ------- 4. DIRECTORS INTERESTS Ordinary shares 1998 Gavin Logan ..................................................... -- Peter Manahan ................................................... -- ---- ---- 5. DIRECTORS APPROVAL The financial statements were approved by the Board of Directors at a meeting held on 9 April 1998. 6 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT (FORMERLY FLORACOURT DEVELOPMENTS LIMITED) FINANCIAL STATEMENTS FOR THE TWENTY FIVE MONTHS FROM THE DATE OF INCORPORATION TO THE 31 MARCH 1998 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT TABLE OF CONTENTS PAGE DIRECTORS AND OTHER INFORMATION ........................................ 2 DIRECTORS REPORT ....................................................... 3-4 AUDITORS REPORT ........................................................ 5 PROFIT AND LOSS ACCOUNT ................................................ 6 BALANCE SHEET .......................................................... 7 NOTES ON THE FINANCIAL STATEMENTS ...................................... 8-10 1 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT COMPANY INFORMATION DIRECTORS ..................................... Gavin Logan Peter Manahan SECRETARY ..................................... Gavin Logan BANKERS ....................................... Allied Irish Banks Plc. 1 Lower Baggot Street Dublin 2 SOLICITORS .................................... Donal T McAuliffe & Company 57 Merrion Square Dublin 2 AUDITORS ...................................... Rothwell McHugh & Company 19 Herbert Street Dublin 2 REGISTERED OFFICE ............................. Sibtorpe Lane 37A Leeson Park Dublin 6 2 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT DIRECTORS REPORT FOR THE PERIOD ENDED 31 MARCH 1998 The directors submit their report and accounts for the period ended 31 March, 1998. REVIEW OF THE DEVELOPMENT OF THE BUSINESS RESULTS FOR THE PERIOD AND STATE OF AFFAIRS AT 31 MARCH 1998 The financial statements for the period ended 31 March 1998 are set out on pages 6 to 10. The profit on ordinary activities before taxation amounted to IR(pound) 99,809. The net assets of the company at 31 March 1998 amounted to IR(pound) 65,623. FUTURE DEVELOPMENTS OF THE BUSINESS The directors of the company expect to increase turnover for the forthcoming year. DIRECTORS The directors of the company were appointed during the period as follows: Gavin Logan Peter Manahan DIVIDENDS No dividends are proposed. STATEMENT OF THE DIRECTORS RESPONSIBILITIES Company law requires the directors to prepare financial statements for each financial period 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 period. In preparing those financial statements, the directors are required to: - select suitable accounting policies and apply them consistently; - make judgements and estimates that are reasonable and prudent; and - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and which enable them to ensure that the financial statements comply with the Companies Acts, 1963 to 1990. 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. 3 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT DIRECTORS REPORT (Continued) AUDITORS Rothwell McHugh & Company, were appointed during the period and have expressed their willingness to continue in office in accordance with Section 160(2) of the Companies Act, 1963. ON BEHALF OF THE DIRECTORS: Gavin Logan Peter Manahan - --------------------------- -------------------------------- DIRECTOR DIRECTOR DATE: 9 April 1998. 4 ROTHWELL MCHUGH & COMPANY 19 Herbert Street, Dublin 2 Telephone 01-662 2700 Facsimile 01-662 2701 AUDITORS REPORT TO THE MEMBERS OF FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT We have audited the financial statements on pages 6 to 10 which have been prepared under the historical cost convention and on the basis of the accounting policies set out on page 8. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS As described on page 3 the company's directors are responsible for the preparation of the financial statements. It is our responsibility to form an independent opinion, based on our audit, on those statements and to report our opinion to you. BASIS OF OPINION We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. OPINION In our opinion, the financial statements give a true and fair view of the state of the company's affairs at 31 March 1998 and of its profit for the period then ended and have been properly prepared in accordance with the provisions of the Companies Acts, 1963 to 1990. We have obtained all the information and explanations we considered necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the company. The financial statements are in agreement with the books of account. In our opinion, the information given in the directors report on pages 3 to 4 is consistent with the financial statements. The net assets of the company, as stated in the balance sheet on page 7, are more than half the amount of its called up share capital and, in our opinion, there did not exist at the 31 March 1998 a financial situation which under section 40 (1) of the Companies (Amendment) Act, 1983 would require the convening of an extraordinary general meeting of the company. Rothwell McHugh and Company - -------------------------------- REGISTERED AUDITORS DATE: 9 April 1998. Niall A. McHugh B. COMM. A.C.A. Barry T. Rothwell A.C.C.A. Enda J. Bannon A.I.T.I. 5 FLORACOURT MARKETING LU41TIED T/A LOGAN LEISURE & ENTERTAINMENT PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 MARCH 1998 1998 Notes IR(pound) ---------- Turnover 1 228,910 Cost of sales (64,528) ---------- Gross profit 164,382 Administrative expenses 2 (62,312) Interest payable and similar charges 3 (2,261) ---------- Profit on ordinary activities before taxation 4 99,809 Tax on profit on ordinary activities 5 (34,188) ---------- Profit on ordinary activities after taxation 65,621 ---------- Profit carried forward at 31 March 65,621 ---------- ---------- There were no other gains or losses other than those recognised in the profit and loss account. The accompanying notes form an integral part of this statement. ON BEHALF OF THE DIRECTORS: Gavin Logan Peter Manahan --------------------------- ------------------------ DIRECTOR DIRECTOR DATE: 9 April 1998. 6 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT BALANCE SHEET AS AT 31 MARCH 1998 1998 Notes IR (pound) ---------- FIXED ASSETS Tangible assets 6 17,897 ---------- CURRENT ASSETS Stocks 10,080 Debtors 7 19,431 Cash at bank 93,294 ---------- 122,805 CREDITORS (amounts falling due within one year) 8 (62,179) ---------- NET CURRENT ASSETS 60,626 ---------- TOTAL ASSETS LESS CURRENT LIABILITIES 78,523 ---------- ---------- FINANCED BY: CREDITORS (amounts falling due after one year) 9 12,900 ---------- CAPITAL AND RESERVES Called up share capital 10 2 Profit and loss account 65,621 ---------- 65,623 ---------- 78,523 ---------- ---------- The accompanying notes form an integral part of this balance sheet. ON BEHALF OF THE DIRECTORS: Gavin Logan Peter Manahan - ------------------------------ --------------------------- DIRECTOR DIRECTOR DATE: 9 April 1998. 7 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT NOTES ON THE FINANCIAL STATEMENTS TO 31 MARCH 1998 1. ACCOUNTING POLICIES The principal accounting policies adopted by the company in preparing its financial statements are as follows: (a) ACCOUNTING CONVENTION The financial statements are prepared under the historical cost convention. (b) TURNOVER Turnover comprises the invoice value of goods and services supplied by the company, exclusive of value added tax. (c) DEPRECIATION Depreciation is calculated so as to write of the original cost of the fixed assets less their residual value over their expected useful lives at the following annual rates: Furniture & fittings 20% Premises 2% Motor vehicles 33% (d) STOCKS Stocks are valued on a first in, first out basis at the lower of cost and net realisable value after making due allowance for any obsolete or slow moving stock. (c) INCORPORATION The company was incorporated on the 2 February 1996 and commenced to trade on the 1 April 1997. 2. EMPLOYEE INFORMATION 1998 IR (pound) Wages and salaries 25,125 Social welfare costs 2,865 ------ 27,990 ------ ------ The average number of persons employed by the company during the year was 6. 3. INTEREST PAYABLE AND SIMILAR CHARGES 1998 IR (pound) Banks interest and charges 2,261 ------- ------- 4. PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION The profit on ordinary activities before taxation has been arrived at after charging: 1998 IR (pound) Auditors remuneration 2,200 Depreciation 4,135 ------- ------- 8 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT NOTES, ON THE FINANCIAL STATEMENTS TO 31 MARCH 1998 (continued) 5. Tax on profit on ordinary activities 1998 IR (pound) Corporation tax charge for the period 34,188 ---------- ---------- 6. TANGIBLE FIXED ASSETS Motor Office Furniture Total vehicles equipment fixtures 33% 20% 20% IR(pound) IR(pound) IR(pound) IR(pound) COST As at 1 April 1997 -- -- -- -- Additions 19,155 2,752 2,680 24,587 Disposals (2,555) -- -- (2,555) As at 31 March 1998 16,600 2,752 2,680 22,032 ------- ------- ------- ------- ------- ------- ------- ------- ACCUMULATED DEPRECIATION As at 1 April 1997 -- -- -- -- Charge for year 3,320 413 402 4,135 ------- ------- ------- ------- As at 31 March 1998 3,320 413 402 4,135 ------- ------- ------- ------- ------- ------- ------- ------- NET BOOK VALUE As at 31 March 1998 13,280 2,339 2,278 17,897 ------- ------- ------- ------- ------- ------- ------- ------- 7. DEBTORS 1998 IR (pound) Debtors & prepayments 19,431 -------- 19,431 -------- -------- 8. CREDITORS (amounts falling due within one year) 1998 IR (pound) Trade creditors and accruals 26,831 Leasing 1,160 Corporation tax 34,188 -------- 62,179 -------- -------- 9. CREDITORS (amounts due after one year) 1998 IR (pound) Finance leases - medium term 12,900 -------- -------- 9 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT NOTES ON THE FINANCIAL STATEMENTS TO 31 MARCH 1998 (continued) 10. CALLED UP SHARE CAPITAL 1998 IR (pound) Authorised: 100,000 ordinary shares of(pound)l each 100,000 -------- -------- Allotted, called up and fully paid: 2 ordinary shares of(pound)1 each 2 -------- -------- 11. DIRECTORS INTERESTS The directors interests in Floracourt Marketing Limited T/A Logan Leisure & Entertainment are as follows: Ordinary shares 1997 Gavin Logan - Peter Manahan - ------ - ------ ------ 12. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS FUNDS 1997 IR (pound) Profit for the financial period 65,621 Shares issued during the period 2 -------- Net increase in shareholders funds 65,623 Opening shareholders funds -- -------- Closing shareholders funds 65,623 -------- -------- 13. APPROVAL OF FINANCIAL STATEMENTS The financial statements were approved by the board of directors on 9 April 1998. 10 FLORACOURT MARKETING LIMITED T/A LOGAN LEISURE & ENTERTAINMENT DETAILED PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 MARCH 1998 1998 IR (pound) TURNOVER 228,910 ------- COST OF SALES Opening stock 694 Purchases 73,914 Closing Stock (10,080) ------- 64,528 ------- Gross profit 164,382 ------- ADMINISTRATIVE EXPENSES Wages & salaries 27,990 Motor & travel 6,056 Postage & stationery 4,977 Depreciation 4,135 Accountancy fees 4,046 Telephone 2,959 Disposal of fixed assets 2,555 Sundry expenses 1,821 Professional fees 1,813 Advertising 1,693 Insurance 1,271 Rent & rates 843 Least interest 709 Subscriptions 625 Repairs & renewals 433 Light & heat 373 Courier 13 ------- 62,312 ------- Interest payable and similar charges 2,261 ------- NET OPERATING PROFIT 99,809 ------- ------- GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1998 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE TABLE OF CONTENTS ACCOUNTANTS REPORT ................................................. 2 PROFIT AND LOSS ACCOUNT ............................................ 3 BALANCE SHEET ...................................................... 4 NOTES ON THE MANAGEMENT ACCOUNTS ................................... 5-6 1 ROTHWELL MCHUGH & COMPANY 19 Herbert Street Dublin 2 Telephone 01-662 2700 Facsimile 01-662 2701 AUDITORS REPORT To: Gavin and Joanne Logan T/A Logan Leisure and Entertainment We have audited the financial statements on pages 3 to 5 which have been prepared under the accounting policy set out on page 5. In our opinion, the financial statements give a true and fair view of the state of affairs as at 31 March 1998 and of its results for the year then ended and have been properly prepared in accordance with good accounting practices. We have obtained all the information and explanations we considered necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the company. The financial statements are in agreement with the books of account. Rothwell McHugh and Company - ---------------------------- REGISTERED AUDITORS Date: 9 April 1998 Niall A. McHugh B. Comm. A.C.A. Barry T. Rothwell A.C.C.A. Enda J. Bannon A.I.T.I. 2 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 1998 Note Mar 98 Mar 97 Stg(pound) Stg(pound) Sales ................................................... 1 228,905 361,807 ------- ------- Less: Cost of sales Opening stock ........................................... 4,658 4,000 Purchases ............................................... 101,188 122,547 ------- ------- 105,846 126,547 Less: Closing stock ..................................... (1,600) (4,658) ------- ------- 104,246 121,889 ------- ------- Gross profit ............................................ 184,659 239,918 ------- ------- Expenditure Wages & salaries ........................................ 48,170 22,932 Bank interest & fees .................................... 15,122 10,242 Rent, rates & insurance ................................. 13,164 6,263 Advertising & professional fees ......................... 10,609 7,791 Motor & travel expenses ................................. 9,219 17,904 Lease charges ........................................... 7,474 1,114 Depreciation ............................................ 7,047 21,590 Accountancy fees ........................................ 6,235 9,161 Telephone ............................................... 4,799 4,465 Printing & stationery ................................... 4,735 7,116 General expenses ........................................ 3,164 701 Use of home as office/light & heat ...................... 914 1,223 Repairs & maintenance ................................... 826 302 Subscriptions & donations ............................... 85 841 Staff training .......................................... 60 807 Entertaining ............................................ 34 1,642 Legal fees .............................................. (25) 801 Profit on disposal of motor vehicle ..................... (712) (18,541) ------- ------- 130,920 96,354 ------- ------- Net profit .............................................. 53,739 143,564 Interest received ....................................... 16 66 ------- ------- Total profit for the year ............................... 53,755 143,630 ------- ------- ------- ------- Gavin Logan Joanne Logan - ------------------------ ---------------------- Partner Partner Date: 9 April 1998. 3 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE BALANCE SHEET AS AT 31 MARCH 1999 Note Mar 98 Mar 97 Stg(pound) Stg(pound) Fixed assets ........................................... 2 20,197 49,343 ------- ------- Current assets Stock .................................................. 1,600 4,658 Bank ................................................... 146 -- Debtors and prepayments ................................ 31,986 163,034 ------- ------- 33,732 167,692 ------- ------- Current liabilities Bank overdraft ......................................... 111,920 75,222 Creditors and accruals ................................. 68,680 118,602 ------- ------- 180,600 193,824 ------- ------- Net current liabilities ................................ (146,868) (26,132) ------- ------- (126,671) 23,211 ------- ------- ------- ------- Represented by: Capital accounts ....................................... 3 (126,671) 23,211 ------- ------- (126,671) 23,211 ------- ------- ------- ------- Gavin Logan Joanne Logan - ------------------------ ---------------------- Partner Partner Date: 9 April 1998. 4 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1998 1. Accounting policies The principle accounting policies adopted in the preparation of these management accounts are as follows: (a) Accounting convention The management accounts are prepared under the historical cost convention. (b) Turnover Turnover is accounted for on a receipts basis and is exclusive of value added tax. (c) Fixed assets Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated so as to amortise the cost of the assets over their expected useful lives at the following annual rates on a straight line basis: Equipment ............................... 15% Motor vehicles .......................... 25% Fixtures & fittings ..................... 15% 2. Fixed assets Motor Fixtures Equipment vehicles & fittings Total Cost Stg(pound) Stg(pound) Stg(pound) Stg(pound) As at 1 April 1997 .......... 14,542 75,620 3,363 93,525 Additions ................... 494 16,600 245 17,339 Disposals ................... -- (75,620) -- (75,620) --------- -------- -------- -------- As at 31 March 1998 ......... 15,036 16,600 3,608 35,244 --------- -------- -------- -------- Depreciation As at 1 April 1997 .......... 7,109 36,182 891 44,182 Charge for year ............. 2,255 4,150 642 7,047 Disposal .................... -- (36,182) -- (36,182) --------- -------- -------- -------- As at 31 March 1998 ......... 9,364 4,150 1,533 15,047 --------- -------- -------- -------- Net book value As at 31 March 1998 ......... 5,672 12,450 2,075 20,197 --------- -------- -------- -------- --------- -------- -------- -------- As at 31 March 1997 ......... 7,433 39,438 2,472 49,343 --------- -------- -------- -------- --------- -------- -------- -------- 5 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1998 (continued) 3. Capital account Mar 98 Mar 97 Stg(pound) Stg(pound) As at 1 April ......................... 23,211 (39,637) Profit for the year ................... 53,755 143,630 Capital introduced .................... 81,436 -- --------- --------- 158,402 103,993 Drawings .............................. (276,413) (68,143) Income tax paid ....................... (8,660) (12,639) --------- --------- As at 31 March ........................ (126,671) 23,211 --------- --------- --------- --------- 6 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1997 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE TABLE OF CONTENTS ACCOUNTANTS REPORT 2 PROFIT AND LOSS ACCOUNT 3 BALANCE SHEET 4 NOTES ON THE FINANCIAL STATEMENTS 5-6 1 [LETTERHEAD OF ROTHWELL MCHUGH & COMPANY] ACCOUNTANTS REPORT To: Gavin and Joanne Logan t/a Logan Leisure In accordance with instructions given to us we have prepared, without carrying out an audit, the balance sheet of Gavin and Joanne Logan t/a Logan Leisure, as at 31 March 1997, and the related profit and loss account for the year then ended from the books and records of Gavin and Joanne Logan and from the information and explanations supplied to us. Rothwell McHugh and Company - ------------------------------------ ACCOUNTANTS AND AUDITORS Date: 13 October 1997 2 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 1997 Note 1997 1996 Stg(pound) Stg(pound) Sales 1 361,807 203,914 ------- ------- Less: Cost of sales Opening stock 4,000 4,000 Purchases 122,547 64,324 ------- ------- 126,547 68,324 Less: Closing stock (4,658) (4,000) ------- ------- 121,889 64,324 ------- ------- Gross profit 239,918 139,590 ------- ------- Expenditure Wages & salaries 22,932 18,592 Depreciation 21,590 17,608 Motor & travel expenses 17,904 8,889 Bank interest & fees 10,242 6,749 Accountancy fees 9,161 1,324 Advertising & professional fees 7,791 9,203 Printing & stationery 7,116 4,167 Rent, rates & insurance 6,263 5,432 Telephone 4,465 3,708 Entertaining 1,642 643 Use of home as office/light & heat 1,223 1,198 Operating lease 1,114 -- Subscriptions & donations 841 -- Staff training 807 -- Legal fees 801 450 General expenses 701 931 Computer maintenance 302 -- Research costs -- 1,588 Profit on disposal of motor vehicle (18,541) -- ------- ------- 96,354 80,482 ------- ------- Net profit 143,564 59,108 Interest received 66 20 ------- ------- Total profit for the year 143,630 59,128 ======= ======= Gavin Logan Joanne Logan - ---------------------- --------------------- Proprietor Proprietor Date: 13 October 1997 3 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE BALANCE SHEET AS AT 31 MARCH 1997 Note 1997 1996 Stg(pound) Stg(pound) Fixed assets 2 49,343 30,660 -------- -------- Current assets Stock 4,658 4,000 Debtors and prepayments 163,034 835 Cash in hand -- 192 -------- -------- 167,692 5,027 -------- -------- Current liabilities Bank overdraft 75,222 51,851 Creditors and accruals 118,602 23,473 -------- -------- 193,824 75,324 -------- -------- Net current liabilities (26,132) (70,297) -------- -------- 23,211 (39,637) ======== ======== Represented by: Capital accounts 3 23,211 (39,637) -------- -------- 23,211 (39,637) ======== ======== Gavin Logan Joanne Logan - ---------------------- --------------------- Proprietor Proprietor Date: 13 October 1997 4 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1997 1. Accounting policies The principle accounting policies adopted in the preparation of these financial statements are as follows: (a) Accounting convention The financial statements are prepared under the historical cost convention. (b) Turnover Turnover is accounted for on a receipts basis and is exclusive of value added tax. (c) Fixed assets Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated so as to amortise the cost of the assets over their expected useful lives at the following annual rates on a straight line basis: Equipment 15% Motor vehicles 25% Fixtures & fittings 15% 2. Fixed assets Motor Fixtures Equipment vehicles & fittings Total Cost Stg(pound) Stg(pound) Stg(pound) Stg(pound) As at 1 April 1996 14,542 60,159 2,581 77,282 Additions -- 47,500 782 48,282 Disposals -- (32,039) -- (32,039) ------ ------ ----- ------ As at 31 March 1997 14,542 75,620 3,363 93,525 ------ ------ ----- ------ Depreciation As at 1 April 1996 4,928 41,307 387 46,622 Charge for year 2,181 18,905 504 21,590 Disposal -- (24,030) -- (24,030) ------ ------ ----- ------ As at 3l March 1997 7,109 36,182 891 44,182 ------ ------ ----- ------ Net book value As at 31 March 1997 7,433 39,438 2,472 49,343 ====== ====== ===== ====== As at 1 April 1996 9,614 18,852 2,194 30,660 ====== ====== ===== ====== 5 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH l997(continued) 3. Capital account 1997 1996 Stg(pound) Stg(pound) As at 1 April 96 (39,637) (29,313) Profit for the year 143,630 59,128 ------- ------- 103,993 29,815 Drawings (68,143) (59,252) Income tax paid (12,639) (10,200) ------- ------- As at 31 March 97 23,211 (39,637) ======= ======= 4. Approval of the financial statements The financial statements were approved by Gavin and Joanne Logan on 13 October 1997. 6 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1997 GAVIN LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT TABLE OF CONTENTS ACCOUNTANTS REPORT 2 PROFIT AND LOSS ACCOUNT 3 BALANCE SHEET 4 NOTES ON THE FINANCIAL STATEMENTS 5-6 1 [LETTERHEAD OF ROTHWELL MCHUGH & COMPANY] ACCOUNTANTS REPORT To: Gavin and Joanne Logan t/a Logan Leisure and Entertainment In accordance with instructions given to us we have prepared, without carrying out an audit, the balance sheet of Gavin and Joanne Logan t/a Logan Leisure and Entertainment, as at 31 March 1997, and the related profit and loss account for the year then ended from the books and records of Gavin and Joanne Logan and from the information and explanations supplied to us. Rothwell McHugh and Company - ------------------------------------ ACCOUNTANTS AND AUDITORS Date: 28 January 1998 2 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 1997 Note 1997 1996 IR(pound) IR(pound) Sales 1 99,582 110,673 ------ ------- Less: Cost of sales Opening stock 675 675 Purchases 7,410 28,187 Less: Closing stock (694) (675) ------ ------- 7,391 28,187 ------ ------- Gross profit 92,191 82,486 ------ ------- Expenditure Wages 35,939 36,633 Motor and travel expenses 9,877 11,377 Rent & service charges 6,018 774 Printing, stationery and advertising 5,782 6,424 Telephone 4,182 5,078 Bank interest and fees 3,443 3,376 Accountancy fees 3,176 3,365 Depreciation 2,500 5,091 Repairs & renewals 1,489 335 Insurance 1,084 1,105 Carriage paid 976 1,304 Staff pension 601 -- Light & heat 503 482 Sundry expenses 528 400 Profit on disposal of fixed assets (2,106) -- ------ ------- 73,992 75,744 ------ ------- Net profit 18,199 6,742 ====== ======= Gavin Logan Joanne Logan - -------------------- ---------------------- Proprietor Proprietor Date: 28 January 1998 3 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT BALANCE SHEET AS AT 31 MARCH 1997 Note 1997 1996 IR(pound) IR(pound) Fixed assets 2 39,721 47,111 ------ ------ Current assets Stock 694 675 Debtors and prepayments 2,099 6,250 Cash at Bank and in hand 3,345 1,035 ------ ------ 6,138 7,960 ------ ------ Current liabilities Trade creditors and accruals 20,080 23,526 Bank overdraft 17,269 15,739 ------ ------ 39,349 39,265 ------ ------ Net current liabilities (33,211) (31,305) ------ ------ 6,510 15,806 ====== ====== Represented by: Capital accounts 3 (28,760) (28,540) Loan accounts 35,270 44,346 ------ ------ 6,510 15,806 ====== ====== Gavin Logan Joanne Logan - -------------------- --------------------- Proprietor Proprietor Date: 28 January 1998 4 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1997 1. Accounting policies The principle accounting policies adopted in the preparation of these financial statements are as follows: (a) Accounting convention The financial statements are prepared under the historical cost convention. (b) Turnover Turnover is accounted for on a receipts basis and is exclusive of value added tax. (c) Fixed assets Fixed assets are stated at cost less accumulated depreciation. Depreciation is calculated so as to amortise the cost of the assets over their expected useful lives at the following annual rates on a straight line basis: Premises 2% Equipment & fittings 15% Motor vehicles 20% 2. Fixed assets Equipment Motor Premises & fittings vehicles Total Cost IR(pound) IR(pound) IR(pound) IR(pound) As at 1 April 1996 36,938 7,479 16,150 60,567 Disposal (8,150) (8,150) ------ ----- ------ ------ As at 31 March 1997 36,938 7,479 8,000 52,417 ------ ----- ------ ------ Depreciation As at 1 April l996 2,217 3,179 8,060 13,456 Charge for year 740 1,120 640 2,500 Disposal -- (3,260) (3,260) ------ ----- ------ ------ As at 31 March 1997 2,957 4,299 5,440 12,696 ------ ----- ------ ------ Net book value As at 31 March 1997 33,981 3,180 2,560 39,721 ====== ===== ===== ====== As at 1 April 1996 34,721 4,300 8,090 47,111 ====== ===== ===== ====== 5 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1997(continued) 3. Capital account 1997 1996 IR(pound) IR(pound) As at 1 April 1996 (28,540) (20,049) Profit for the year 18,199 6,742 ------- ------- (10,341) (13,307) Drawings (27,408) (23,572) Capital Introduced 8,989 8,339 ------- ------- As at 31 March 1997 (28,760) (28,540) ======= ======= 4. Approval of the financial statements The financial statements were approved by Gavin and Joanne Logan on 28 January 1998. 6 GAVIN LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1996 GAVIN LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT TABLE OF CONTENTS ACCOUNTANTS REPORT 2 PROFIT AND LOSS ACCOUNT 3 BALANCE SHEET 4 NOTES ON THE FINANCIAL STATEMENTS 5-6 1 [LETTERHEAD OF ROTHWELL MCHUGH & COMPANY] ACCOUNTANTS REPORT To: Gavin Logan t/a Logan Leisure and Entertainment In accordance with instructions given to us we have prepared, without carrying out an audit, the balance sheet of Gavin Logan t/a Logan Leisure and Entertainment, as at 31 March 1996, and the related profit and loss account for the year then ended from the books and records of Gavin Logan and from the information and explanations supplied to us. Rothwell McHugh and Company - ----------------------------------- ACCOUNTANTS AND AUDITORS Date: 21 January 1997 2 GAVIN LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 1996 Note 1996 1995 IR(pound) IR(pound) Sales 1 110,673 142,872 ------- ------- Less: Cost of sales Opening stock (675) 525 Purchases 28,187 53,714 Less: Closing stock (675) (675) ------- ------- 28,187 53,564 ------- ------- Gross profit 82,486 89,308 ------- ------- Expenditure Wages 36,633 34,496 Motor and travel expenses 11,377 13,500 Printing, stationery and advertising 6,424 4,274 Depreciation 5,091 5,091 Telephone 5,078 4,880 Bank interest and fees 3,376 2,287 Accountancy fees 3,365 1,040 Carriage paid 1,304 -- Insurance 1,105 502 Rent & service charges 774 826 Light & heat 482 725 Sundry expenses 400 2,005 Repairs & renewals 335 2,210 Legal fees -- 1,818 Profit on disposal of fixed assets -- (1,150) ------- ------- 75,744 72,504 ------- ------- Net profit 6,742 16,804 ------- ------- Total profit for the year 6,742 16,804 ======= ======= Gavin Logan - ---------------------- Proprietor Date: 21 January 1997 3 GAVIN LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT BALANCE SHEET AS AT 31 MARCH 1996 Note 1996 1995 IR(pound) IR(pound) Fixed assets 2 47,111 52,202 ------ ------ Current assets Stock 675 675 Debtors and prepayments 6,250 5,210 Cash at Bank and in hand 1,035 1,453 ------ ------ 7,960 7,338 ------ ------ Current liabilities Trade creditors and accruals 23,526 14,587 Bank overdraft 15,739 -- ------ ------ 39,265 14,587 ------ ------ Net current liabilities (31,305) (7,249) ------ ------ 15,806 44,953 ====== ====== Represented by: Capital accounts 3 (28,540) (20,049) Loan accounts 44,346 65,002 ------ ------ 15,806 44,953 ====== ====== Gavin Logan - ------------------- Proprietor Date: 21 January 1997 4 GAVIN LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1996 1. Accounting policies The principle accounting policies adopted in the preparation of these financial statements are as follows: (a) Accounting convention The financial statements are prepared under the historical cost convention. (b) Turnover Turnover is accounted for on a receipts basis and is exclusive of value added tax. (c) Fixed assets Fixed assets are stated at cost less accumulated depreciation. Deprecation is calculated so as to amortise the cost of the assets over their expected useful lives at the following annual rates on a straight line basis: Premises 2% Equipment & fittings 15% Motor vehicles 20% 2. Fixed assets Equipment Motor Premises & fittings vehicles Total Cost IR(pound) IR(pound) IR(pound) IR(pound) As at 1 April 1995 36,938 7,479 16,150 60,567 ------ ----- ------ ------ As at 31 March 1996 36,938 7,479 16,150 60,567 ------ ----- ------ ------ Depreciation As at 1 April 1995 1,478 2,057 4,830 8,365 Charge for year 739 1,122 3,230 5,091 ------ ----- ------ ------ As at 3l March 1996 2,217 3,179 8,060 13,456 ------ ----- ------ ------ Net book value As at 31 March 1996 34,721 4,300 8,090 47,111 ====== ===== ===== ====== As at 1 April 1995 35,460 5,422 11,320 52,202 ====== ===== ===== ====== 5 GAVIN LOGAN T/A LOGAN LEISURE AND ENTERTAINMENT NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1996(continued) 3. Capital account 1996 1995 IR(pound) IR(pound) As at 1 April (20,049) (18,855) Profit for the year 6,742 16,804 ------- ------- (13,307) (2,051) Drawings (23,572) (17,998) Capital Introduced 8,339 ------- ------- As at 31 March (28,540) (20,049) ======= ======= 4. Approval of the financial statements The financial statements were approved by Gavin Logan on 21 January 1997 6 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1996 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE TABLE OF CONTENTS ACCOUNTANTS REPORT 2 PROFIT AND LOSS ACCOUNT 3 BALANCE SHEET 4 NOTES ON THE FINANCIAL STATEMENTS 5-6 1 [LETTERHEAD OF ROTHWELL MCHUGH & COMPANY] ACCOUNTANTS REPORT To: Gavin and Joanne Logan t/a Logan Leisure In accordance with instructions given to us we have prepared, without carrying out an audit, the balance sheet of Gavin and Joanne Logan t/a Logan Leisure, as at 31 March 1996, and the related profit and loss account for the year then ended from the books and records of Gavin and Joanne Logan and from the information and explanations supplied to us. Rothwell McHugh and Company - ---------------------------------------- ACCOUNTANTS AND AUDITORS Date: 10 December 1996 2 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 1996 Note 1996 1995 Stg(pound) Stg(pound) Sales 1 203,914 181,446 ------- ------- Less: Cost of sales Opening stock 4,000 4,400 Purchases 64,324 59,867 ------- ------- 68,324 64,267 Less: Closing stock (4,000) (4,000) ------- ------- 64,324 60,267 ------- ------- Gross profit 139,590 121,179 ------- ------- Expenditure Wages & salaries 18,592 13,572 Depreciation 17,608 14,300 Advertising & professional fees 9,203 4,267 Motor & travel expenses 8,889 12,712 Bank interest & fees 6,749 4,745 Rent, rates & insurance 5,432 4,408 Printing & stationery 4,167 4,775 Telephone 3,708 2,774 Research costs 1,588 1,469 Accountancy fees 1,324 4,887 Use of home as office/light & heat 1,198 1,025 General expenses 931 1,057 Entertaining 643 124 Legal fees 450 1,048 Computer maintenance -- 550 Staff pensions -- 160 Staff training -- 60 ------- ------- 80,482 71,933 ------- ------- Net profit 59,108 49,246 Interest received 20 243 Profit on sale of motor vehicle -- 2,005 ------- ------- Total profit for the year 59,128 51,494 ======= ======= Gavin Logan Joanne Logan - ---------------------- ---------------------- Proprietor Proprietor Date: 9 December 1996 3 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE BALANCE SHEET AS AT 31 MARCH 1996 Note 1996 1995 Stg(pound) Stg(pound) Fixed assets 2 30,660 37,767 ------ ------ Current assets Stock 4,000 4,000 Debtors and prepayments 835 977 Cash in hand 192 5,752 ------ ------ 5,027 10,729 ------ ------ Current liabilities Bank overdraft 51,851 41,034 Creditors and accruals 23,473 36,775 ------ ------ 75,324 77,809 ------ ------ Net current liabilities (70,297) (67,080) ------ ------ (39,637) (29,313) ====== ====== Represented by: Capital accounts 3 (39,637) (29,313) ------ ------ (39,637) (29,313) ====== ====== Gavin Logan Joanne Logan - -------------------- --------------------- Proprietor Proprietor Date: 9 December 1996 4 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1996 1. Accounting policies The principle accounting policies adopted in the preparation of these financial statements are as follows: (a) Accounting convention The financial statements are prepared under the historical cost convention. (b) Turnover Turnover is accounted for on a receipts basis and is exclusive of value added tax. (c) Fixed assets Fixed assets are stated at cost less accumulated depreciation. Deprecation is calculated so as to amortise the cost of the assets over their expected useful lives at the following annual rates on a straight line basis: Equipment 15% Motor vehicles 25% Fixtures & fittings 15% 2. Fixed assets Motor Fixtures Equipment vehicles & fittings Total Cost Stg(pound) Stg(pound) Stg(pound) Stg(pound) As at 1 April 1995 6,622 60,159 -- 66,781 Additions 7,920 -- 2,581 10,501 ------ ------ ----- ------ As at 31 March 1996 14,542 60,159 2,581 77,282 ------ ------ ----- ------ Depreciation As at 1 April 1995 2,747 26,267 -- 29,014 Charge for year 2,181 15,040 387 17,608 ------ ------ ----- ------ As at 31 March 1996 4,928 41,307 387 46,622 ------ ------ ----- ------ Net book value As at 31 March 1996 9,614 18,852 2,194 30,660 ====== ====== ===== ====== As at 1 April 1995 3,875 33,892 -- 37,767 ====== ====== ===== ====== 5 GAVIN AND JOANNE LOGAN T/A LOGAN LEISURE NOTES ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 1996(continued) 3. Capital account 1996 1995 Stg(pound) Stg(pound) As at 1 April (29,313) 14,039 Profit for the year 59,128 51,494 ------- ------- 29,815 65,533 Drawings (59,252) (66,759) Income tax paid (10,200) (28,087) ------- ------- As at 31 March (39,637) (29,313) ======= ======= 4. Approval of the financial statements The financial statements were approved by Gavin and Joanne Logan on 9 December 1996 6