UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April, 23, 2003 AUTO DATA NETWORK INC. (Exact name of registrant as specified in its charter) Delaware 13-3944580 --------------------- ------------------ Date of Incorporation IRS Employer ID No. The Forsythe Centre, Lamberts Road Tunbridge Wells, Kent, UK -------------------------------------- -------- Address of principal Executive Offices Zip Code REGISTRANT'S TELEPHONE NUMBER 011 44 1892 511 566 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS ACQUISITION OF MAM SOFTWARE LTD. - -------------------------------- On April 23rd, 2003 "Auto Data Network" or the "Company" completed the previously announced acquisition of MAM Software Limited. The company has entered into an underwriting agreement for the sale of up to $5,000,000 of its securities. The shares are to be registered and sold at a price to be agreed with the underwriter when the registration statement is declared effective. This disclosure does not constitute an offer of any securities for sale. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS Financial statements included and attached to this filing: a. M.A.M Software Limited Balance Sheet for April 23rd 2003 and April 23rd 2002 b. M.A.M Software Limited Statement of Operations from July 1st 2003 to April 23rd 2003 c. M.A.M Software Limited Consolidated Statement of Cashflows up to April 23rd 2003 d. M.A.M Software Limited audited financials for year end June 30 2002 e. M.A.M Software Limited audited financials for year end June 30 2001 f. Auditors Letter 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 hereunto duly authorized. Dated: July 7th, 2003 AUTO DATA NETWORK, INC. /s/ Christopher Glover ----------------------- By: Christopher Glover President MAM SOFTWARE LIMITED BALANCE SHEETS $=1.6 April 23, April 23, 2003 2002 ---------- ---------- (Unaudited) (Unaudited) ASSETS CURRENT ASSETS : Cash and cash equivalents $ 28,266 $ 24,372 Accounts receivable 5,341,840 3,201,822 Inventories 440,000 186,310 Other current assets ---------- ---------- Total current assets 5,810,106 3,412,504 Tangibles Property, equipment and fixtures 433,018 452,607 0 0 433,018 452,607 Investments in affiliated in companies Intangible assets 1,114,470 529,545 Investments 2,691 ---------- ---------- $7,360,285 $4,394,656 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES : Accounts payable Short term $4,246,270 $3,397,768 Accrued expenses and other liabilities Related party loan Long term 1,003,890 78,985 Accrued interest Total current liabilities 5,250,160 3,476,753 Other non-current liabilities 0 0 STOCKHOLDERS' EQUITY : Preferred stock: $0.001 par value; Common stock: $0.001 par value; 160 145 Additional paid in capital Accumulated surplus/deficit 2,109,965 917,758 ---------- ---------- Total stockholders' equity 2,110,125 917,903 ---------- ---------- $7,360,285 $4,394,656 ========== ========== MAM SOFTWARE LIMITED STATEMENT OF OPERATIONS Period July 1 to April 23 ------------------------------- 2003 2002 ------------ ------------ TOTAL REVENUES 11,779,794 9,884,744 COST OF REVENUES 3,096,616 2,574,316 ------------ ------------ Gross profit (loss) 8,683,178 7,310,428 OPERATING EXPENSES : General and administration 6,811,884 6,586,825 Amortization 358,198 310,236 Depreciation ------------ ------------ Total operating 7,170,082 6,897,061 expenses Operating profit/loss 1,513,096 413,367 EBITDA 1,871,294 723,603 Profit on disposal of investments 0 -- Interest income 0 0 Interest expense (53,395) (31,794) ------------ ------------ Profit/Loss before income taxes 1,459,701 381,573 ------------ ------------ Income tax expense (425,000) 0 ------------ ------------ NET PROFIT/LOSS $ 1,034,701 $ 381,573 ============ ============ ------------ ------------ NETPROFIT/ LOSS $ 1,034,701 $ 381,573 ============ ============ MAM SOFTWARE LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS April 23, 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 1,513,096 Adjustments to reconcile net loss to net cash provided by / (used in) operating activities: Depreciation and amortization 358,198 Loss on sale of fixed assets 0 Profit on disposal of Investments 0 Other non cash charges 0 Changes in operating assets and liabilities: Accounts receivable -1,780,822 Inventories -73,043 Other current assets -74,594 Other non-current assets 0 Accounts payable 594,251 Accrued expenses and other liabilities 0 Accrued interest 0 ----------- Net cash provided by / (used in) operating activities 537,086 ----------- CASH FLOWS FROM INVESTING ACTIVITIES Purchases of equipment and fixtures -80,658 Proceeds from disposal of assets 0 Purchase of intangible assets -755,346 Puchase of investment -2,691 Investment in affiliates 0 ----------- Net cash provided by / (used in) investing activities (838,695) ----------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds of long term debt -53,094 Proceeds from bank borrowings 347,835 Net cash provided by / (used in) financing activities 294,741 Effect of exchange rates on cash -- ----------- Net increase (decrease) in cash and cash equivalents (6,868) Cash and cash equivalents at the beginning of the period 35,133 ----------- CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD $ 28,265 ----------- SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 62,957 =========== M.A.M Software Limited DIRECTORS REPORT FOR THE YEAR ENDED 30 JUNE 2002 The directors present their report and financial statements for the year ended 30 June 2002. Principal activities and review of the business The principal activities of the company in the year under review were the creation and marketing of computer software products. This year we have again increased our sales despite the general difficulties being experienced in the IT and automotive sectors. Results and dividends The results for the year are set out on page 4. The directors do not recommend payment of an ordinary dividend. Research and development The company is continually engaged in the enhancement of its existing products and the development of new software. The cost of development activities is capitalised in the balance sheet and written off to profit and loss over the estimated life of each individual product, provided that each project meets the criteria contained within SSAP 13. Future developments The company's range of products and services will have appeal to new customers, and also to our large installed based of existing customers. Our marketing plans will help us to capitalise on these opportunities. Single European Currency The company has a branch in Eire, and is thus operating in markets where the single European currency has been implemented and is exposed to currency fluctuations between the single European currency and Sterling. The company's products have been compliant with the Euro for several years, and thus the company has not suffered any exceptional financial losses as a consequence of its introduction. Directors The following directors have held office since 1 July 2001: M. I. Jamieson W. T. Jamieson N. B. Horrocks J. Hirst H. Elwick Directors' Interests The directors' interest in the shares of the company were as stated below: Ordinary shares of (pound)1 each 30 June 2002 1 July 2001 M. I. Jamieson 70 70 W. T. Jamieson - - N. B. Horrocks 20 20 J. Hirst 5 5 H. Elwick 5 5 Taxation status The company was a close company within the provisions of the Income and Corporation Taxes Act 1988 and this position has not changed since the end of the financial year. Auditors In accordance with section 385 of the Companies Act 1985, a resolution proposing that Hart Shaw be reappointed as auditors of the company will be put to the Annual General Meeting. 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 accounting 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 accounting records which disclose with reasonable accuracy at any time the financial position 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. On behalf of the board M. I. Jamieson Director 17 January 2003 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS OF M.A.M SOFTWARE LIMITED We have audited the financial statements of M.A.M Software Limited on pages 4 to 17 for the year ended 30 June 2002. These financial statements have been prepared under the historical cost convention and the accounting policies set out therein. Respective responsibilities of the directors and auditors As described in the statement of directors' responsibilities on page 2 the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and United Kingdom accounting standards. Our responsibility is to audit the financial statements in accordance with the relevant legal and regulatory requirements and United Kingdom Auditing Standards. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the company is not disclosed. We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of audit opinion We conducted our audit in accordance with United Kingdom 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 make by the directors in the preparation of 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 30 June 2002 and of its profit for the year then ended and have been properly prepared in accordance with the Companies Act 1985. Hart Shaw 20/4/03 Chartered Accountants 346 Glossop Road Registered Auditor Sheffield S10 2HW PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2002 2002 2001 Notes (pound) (pound) Turnover 2 7,968,845 6,978,239 Cost of sales (2,047,389) (1,905,897) ---------------- ---------------- Gross profit 5,921,456 5,072,342 Administrative expenses, Exceptional (5,822,179) (4,999,327) item - impairment of development costs ---------------- ---------------- Operating profit 3 99,277 73,015 Other interest receivable and - 26 similar income Interest payable and similar charges 4 (28,541) (42,224) ---------------- ---------------- Profit on ordinary activities before 70,736 30,817 taxation Tax on profit on ordinary activities 5 (23,808) (25,830) ---------------- ---------------- Profit on ordinary activities after 14 46,928 4,987 taxation The profit and loss account has been prepared on the basis that all operations are continuing operations. There are no recognised gains and losses other than those passing through the profit and loss account. BALANCE SHEET AS AT JUNE 30 2002 2002 2001 Notes (pound) (pound) (pound) (pound) Fixed assets Intangible assets 6 342,577 426,444 Tangible assets 7 313,577 318,728 -------------- ------------- 656,154 745,172 Current assets Stocks 8 229,348 196,391 Debtors 9 2,225,636 1,882,516 Cash at bank and in hand 21,958 1,167 -------------- -------------- 2,476,942 2,080,074 Creditors: amounts falling 10 (2,150,422) (1,870,393) due within one year -------------- -------------- Net current assets 326,520 209,681 -------------- ------------- Total assets less current 982,674 954,853 liabilities Creditors: amounts falling 11 (624,929) (644,036) due after more than one year -------------- ------------- 357,745 310,817 -------------- ------------- Capital and reserves Called up share capital 13 100 100 Profit and loss account 14 357,645 310,717 -------------- ------------- Shareholders funds - equity 15 357,745 310,817 interests The financial statements were approved by the board on 17th January 2003. M. I. Jamieson Director CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2002 2002 2001 (pound) (pound) (pound) (pound) Net cash inflow from operating 192,501 130,189 activities Returns on investments and servicing of finance Interest received -- 26 Interest paid (19,548) (35,668) Hire purchase interest paid (1,930) (4,062) Interest element of finance lease rentals (7,473) (2,157) ---------------- -------------- Net cash flow for returns on (28,951) (41,861) investments and servicing of finance Taxation (6,848) (19,687) Capital expenditure Payments to acquire intangible assets (50,382) (151,216) Payments to acquire tangible assets (84,892) (106,095) Receipts from sales of tangible assets 4,368 7,493 ---------------- -------------- Net cash outflow for capital expenditure (130,906) (249,818) ---------------- ------------- Net cash inflow/(outflow) before 25,796 (181,177) management of liquid resources and financing Financing New long term loans (25,593) 149,821 Capital element of hire purchase (15,556) (15,606) contracts Capital element of finance lease contracts (14,538) (7,115) ---------------- -------------- Net cash (outflow)/inflow from (55,687) 127,001 financing ---------------- ------------- Decrease in cash in the year (29,891) (54,077) ---------------- ------------- NOTES TO THE CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2002 1. Reconciliation of operating profit to net cash inflow from operating activities 2002 2001 (pound) (pound) Operating profit 99,277 73,015 Depreciation of tangible assets 122,143 106,635 Amortisation of intangible assets 134,249 55,045 Impairment of intangible fixed assets -- -- Loss on disposal of tangible assets 6,024 33,767 Increase in stocks (32,957) (30,240) Increase in debtors (343,120) (323,236) Increase in creditors within one year 206,885 215,203 -------------- ------------- Net cash inflow from operating activities 192,501 130,189 -------------- ------------- 2. Analysis of net debt 1 July 2001 Cashflow Other non-cash 30 June 2002 changes (pound) (pound) (pound) (pound) Net cash Cash at bank and in 1,167 20,791 - 21,958 hand Bank overdrafts (354,407) (50,682) - (405,089) -------------------- -------------------- -------------------- -------------------- (353,240) (29,891) - (383,131) -------------------- -------------------- -------------------- -------------------- Debt: Finance leases (77,989) (12,398) - (90,387) Debts falling due (594,377) 25,593 - (568,784) after one year -------------------- -------------------- -------------------- -------------------- (672,366) 13,195 - (659,171) -------------------- -------------------- -------------------- -------------------- Net debt (1,025,606) (16,696) - (1,042,302) -------------------- -------------------- -------------------- -------------------- 3. Reconciliation of net cash flow to movement in net debt 2002 2001 (pound) (pound) Decrease in cash in the year (29,891) (54,077) Cash outflow/(inflow) from decrease/(increase) in debt and lease financing 13,195 (191,443) --------------------- -------------------- Movement in net debt in the year (16,696) (245,520) Opening net debt (1,025,606) (780,086) --------------------- -------------------- (1,042,302) (1,025,606) --------------------- -------------------- NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2002 1. Accounting policies 1.1 Accounting convention The financial statements are prepared under the historical cost convention. The company meets its day to day working capital requirements through an overdraft facility which is repayable on demand. The nature of the company's business is such that there can be considerable unpredictable variation in the timing of cash inflows. The directors have prepared projected cash flow information for the period ending nine months from the date of their approval of these financial statements. On the basis of this cash flow information and discussions with the company's bankers, the directors consider that the company will continue to operate within the facility currently agreed and within that which has been agreed since the year end. However, the margin of facilities over requirements is not large, and, inherently there can be no certainty in relation to these matters. On this basis, the directors consider is appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result from a withdrawal if the overdraft facility by the company's bankers. 1.2 Turnover and profits Turnover represents amounts receivable for goods and services net of VAT and trade discounts. Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty, by including in the profit and loss account turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs to date bear to total expected costs for that contract. 1.3 Patents Patents are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful lives 1.4 Research and developments Research expenditure is written off to the profit and loss account in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation the expenditure is deferred and amortised over the period during which the company is expected to benefit. The company currently anticipates that products developed will produce income streams over a three year period from the date of first commercial sales, and therefore writes off development costs over that period. 1.5 Tangible fixed assets and depreciation Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, as follows: Improvements to short leasehold property 12.12% Straight line Computer equipment 33.33% Straight line Fixtures, fittings and equipment 15% Reducing balance Motor vehicles 25% Straight line 1.6 Leasing and hire purchase commitments Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such agreements are included in the creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period. Rentals payable under operating leases are charged against income on a straight line basis over the lease term. 1.7 Stock Stock is valued at the lower of cost and net realisable value. 1.8 Long term contracts Amounts recoverable on long term contracts, which are included in debtors, are stated at the net sales value of the work done after provision for contingencies and anticipated future losses on contracts, less amounts received as progress of payments of account. Excess progress payments are included in creditors as payments on account. 1.9 Pensions The pension costs charged in the financial statements represent the contributions payable by the company during the year. 1.10 Deferred taxation Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted. No provision has been made for deferred tax on gains recognised on revaluing property to its market value as the company does not intend to sell the revalued assets. The above amounts to a change in accounting policy. The previous policy was to provide deferred tax only to the extent that it was probable that liabilities would crystallise in the foreseeable future. The adoption of FRS 19 does not require a prior period adjustment, as the deferred tax asset at 30 June 2001 is immaterial to the financial statements. 1.11 Foreign currency translation Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account. 2 Turnover Turnover 2002 2001 (pound) (pound) Geographical market United Kingdom 7,630,747 6,728,587 Other E.C. Countries 152,423 249,652 Rest of Europe 7,865 - Asia 1,450 - --------------------------------- 7,792,485 6,978,239 --------------------------------- 3 Operating profit Operating profit is stated after charging: Amortisation of intangible assets 134,249 55,045 Depreciation of tangible assets 122,143 106,635 Loss on disposal of tangible assets 6,024 33,767 Loss on foreign exchange transactions - 21,615 Operating lease rentals - - Plant and machinery 6,356 5,225 - - Other assets 425,540 406,823 Auditors' remuneration 6,500 6,000 and after crediting: Profit on foreign exchange transactions (8,574) - --------------------------------- 4 Interest payable On bank loans and overdraft 15,610 31,752 Lease finance charges and hire purchase interest 9,403 6,219 On overdue tax 3,528 4,226 Other interest - 27 --------------------------------- 28,541 42,224 --------------------------------- 5 Taxation Domestic current year tax U.K. corporation tax 23,808 23,240 Adjustment for prior years - 2,590 --------------------------------- Current tax charge 23,808 25,830 --------------------------------- Factors affecting the tax charge for the year Profit on ordinary activities before taxation 70,736 30,817 --------------------------------- Profit on ordinary activities before taxation multiplied 13,970 6,163 by standard rate of UK corporation tax of 19.75% (2001: 20.00%) --------------------------------- Effects of: Non-deductible expenses 8,207 9,346 Depreciation and add back 22,109 20,332 Capital allowances (20,478) (19,354) Adjustments to previous periods - 2,590 Other tax adjustments - 6,753 --------------------------------- 9,838 19,667 --------------------------------- Current tax charge 23,808 25,830 --------------------------------- 6 Intangible fixed assets Patents Software Total development (pound) (pound) (pound) Cost At 1 July 2001 - 481,489 481,489 Additions 250 50,132 50,382 ------------ ----------------------- ------------------ At 30 June 2002 250 531,621 531,871 ------------ ----------------------- ------------------ Amortisation At 1 July 2001 - 55,045 55,045 Charge for the year - 134,249 134.249 Impairment - - - ------------ ----------------------- ------------------ At 30 June 2002 - 189,294 189,294 ------------ ----------------------- ------------------ Net book value At 30 June 2002 250 342,327 342,577 ------------ ----------------------- ------------------ At 30 June 2001 - 426,444 426,444 ------------ ----------------------- ------------------ 7 Tangible fixed assets Improvem'ts Plant and Fixtures, Motor Total to short machinery fittings and vehicles leasehold equipment property (pound) (pound) (pound) (pound) (pound) Cost At 1 July 2001 58,580 319,773 169,981 40,277 588,611 Additions - 57,065 14,454 55,865 127,384 Disposals - - - (26,595) (26,595) --------------- -------------- -------------- -------------- ------------- At 30 June 2002 58,580 376,838 184,435 69,547 689,400 --------------- -------------- -------------- -------------- ------------- Depreciation At 1 July 2001 12,641 166,166 68,818 22,258 269,883 On disposals - - - (16,203) (16,203) Charge for the year 7,096 92,552 16,679 5,816 122,143 --------------- -------------- -------------- -------------- ------------- At 30 June 2002 19,737 258,718 85,497 11,871 375,823 --------------- -------------- -------------- -------------- ------------- Net book value At 30 June 2002 45,939 153,608 101,162 18,019 318,728 --------------- -------------- -------------- -------------- ------------- At 30 June 2001 45,939 153,608 101,162 18,019 318,728 --------------- -------------- -------------- -------------- ------------- Included above are assets held under finance leases or hire purchase contracts as follows: Improvem'ts to Fixtures, Motor vehicles Total short fittings and leasehold equipment property (pound) (pound) (pound) (pound) Net book values At 30 June 2002 18,431 47,195 52,095 117,721 ---------------- ---------------- ---------------- ---------------- At 30 June 2001 21,833 63,362 15,085 100,280 ---------------- ---------------- ---------------- ---------------- Depreciation charge for the year 30 June 2002 3,402 16,167 3,771 23,340 ---------------- ---------------- ---------------- ---------------- 30 June 2001 3,402 4,973 6,648 15,023 ---------------- ---------------- ---------------- ---------------- 8 Stocks 2002 2001 (pound) (pound) Long term contract balances: - - Net cost less foreseeable losses - 50,388 Finished goods and goods for resale 229,348 146,003 --------------- ------------- 229,348 196,391 --------------- ------------- 9 Debtors 2002 2001 (pound) (pound) Trade debtors 2,043,360 1,763,208 ACT recoverable 533 533 Other debtors 93,652 11,223 Prepayments and accrued income 88,091 107,552 --------------- ------------- 2,225,636 1,882,516 --------------- ------------- Amounts falling due after more than one year and included in the debtors above are: 2002 2001 (pound) (pound) Trade debtors 45,912 18,781 --------------- ------------- 10 Creditors: amounts falling due within one year 2002 2001 (pound) (pound) Bank loans and overdrafts 405,089 354,4077 Net obligations under finance leases and hire purchase contracts 34,242 28,330 Trade creditors 507,437 457,812 Corporation tax 47,048 30,088 Other taxes and social security costs 452,116 413,383 Other creditors 2,465 - Accruals and deferred income 702,025 586,373 --------------- ------------- 2,150,422 1,870,393 --------------- ------------- The bank overdraft is secured by a fixed and floating charge over the assets of the company. 11 Creditors: amounts falling due after more than one year 2002 2001 (pound) (pound) Accruals and deferred income 568,784 594,377 Net obligations under finance leases and hire purchase contracts 56,145 49,659 ------------------- ------------------ 624,929 644,036 ------------------- ------------------ Net obligations under finance leases and hire purchase contracts Repayable within one year 34,242 28,330 Repayable between one and give years 56,145 49,659 ------------------- ------------------ 90,387 77,989 Included in liabilities falling due within one year (34,242) (28,330) ------------------- ------------------ 56,145 49,659 ------------------- ------------------ 12 Pension costs Defined contribution The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund. 2002 2001 (pound) (pound) Contributions payable by the company for the year 151,214 154,996 ------------------- ------------------ 13 Share capital 2002 2001 (pound) (pound) Authorised 100 ordinary shares of(pound)1 each 100 100 ------------------- ------------------ Allotted, called up and fully paid 100 ordinary shares of(pound)1 each 100 100 ------------------- ------------------ 14 Statements of movements on profit and loss account Profit and loss account (pound) Balance at 1 July 2001 310,717 Retained profit for the year 46,928 ------------------ Balance at 30 June 2002 357,645 ------------------ 15 Reconciliation of movements in shareholders' funds 2002 2001 (pound) (pound) Profit for the financial year 46,928 4,987 Opening of shareholders' funds 310,817 305,830 ------------------ ------------------ Closing shareholders' funds 357,745 310,817 ------------------ ------------------ 16 Contingent liabilities The company has guaranteed a leasing contract between one of its customers and British Linen Finance Limited. The amount financed was (pound)14,688, and the final instalment is due in October 2004. The company is currently in litigation with regard to a claim by a former customer. The directors consider that the claim is likely to fail, but should the claimant succeed, the company is likely to incur an unprovided liability of approximately (pound)30,000. 17 Financial commitments At 30 June 2002 the company had annual commitments under non-cancellable operating leases as follows: Land and buildings Other 2002 2001 2002 2001 (pound) (pound) (pound) (pound) Expiry date: Within one year 4,710 10,186 59,173 118,435 Between two and five years 12,820 - 221,503 138,042 In over five years 109,000 116,699 - - ---------------- -------------- -------------- ---------------- 126,530 126,885 280,676 256,477 ---------------- -------------- -------------- ---------------- 18 Directors' emoluments 2002 2001 (pound) (pound) Emoluments for qualifying services 299,705 288,200 Company pension contributions to money purchase schemes 51,196 79,148 ------------------ ------------------ 350,901 367,348 ------------------ ------------------ The number of directors for whom retirement benefits are accruing under money purchase pension schemes amounted to 5 (2001- 5). Emoluments disclosed above include the following amounts paid to the highest paid director: Emoluments for qualifying services 86,319 84,238 Company pension contributions to money purchase schemes 42,000 54,000 ------------------- ------------------ 19 Transactions with directors The following directors had interest free loans during the year. The movement of these loans are as follows: Amount outstanding Maximum in year 2002 2001 (pound) (pound) (pound) M. I. Jamieson 2,132 2,132 2,132 ---------------- ---------------- ---------------- 20 Employees Number of employees The average number of employees (including directors) during the year was: 2002 2001 Number Number Administration and directors 17 13 Sales, service, technical support and development 152 136 ---------------- ------------------ 169 149 ---------------- ------------------ Employment costs (pound) (pound) Wages and salaries 3,440,907 2,875,920 Social security costs 362,912 314,417 Other pension costs 151,214 154,996 ---------------- ------------------ 3,955,033 3,345,333 ---------------- ------------------ 21 Control The ultimate controlling party is M. I. Jamieson. 22 Related party transactions At 30 June 2002 the company was owed(pound)84,512 (30 June 2001:(pound)Nil) by M A MM Software North America Inc., a company in which the directors have material interests. M.A.M. SOFTWARE LIMITED DIRECTORS' REPORT The directors present their annual report with the financial statements of the company for the year ended 30 June 2001. PRINCIPAL ACTIVITIES The principal activities of the company in the year under review ere the creation and marketing of computer software products. No significant change in the nature of these activities occurred during the year. REVIEW OF THE BUSINESS The net profit after providing for taxation amounted to (pound)4,987. This year we have again increased our sales and profits despite the general difficulties being experienced in the IT and automotive sectors. We believe that a major contributory factor to our success is our continuing investment in the development of new products and new technologies. During the year we introduced a range of new software systems that are a direct result of this investment. These new systems have been well received by our customers. We are planning to release several new products in the coming year, and anticipate that they will further consolidate our leading position in the market place. DIVIDENDS No dividends were paid during the year and no recommendation is made as to dividends. FUTURE DEVELOPMENTS The company's range of products and services will have appeal to new customers, and also to our large installed base of existing customers. Our marketing plans will help us to capitalise on these opportunities. As a result, we expect to see significant increases in turnover and profitability in the current financial year. RESEARCH AND DEVELOPMENT The company continually engaged in the enhancement of its existing products and the development of new software. As from 1 July 1999, the cost of development activities is capitalised in the balance sheet and written off to profit and loss over the estimated life of each individual product. INTRODUCTION OF THE SINGLE EUROPEAN CURRENCY The company has a branch in Eire, and is thus operating in markets where the single European currency has been adopted. The company is thus exposed to currency fluctuations between the single European currency and Sterling. All of the company's current products are compliant with the single European currency. M.A.M. SOFTWARE LIMITED DIRECTORS' REPORT DIRECTORS AND THEIR INTERESTS The directors in office in the year and their beneficial interests in the company at the balance sheet date and the beginning of the year (or on appointment if later) were as follows: Number of Shares 2001 2000 M.I. Jamieson Ordinary shares of(pound)1 each 70 69 W.T. Jamieson Ordinary shares of(pound)1 each - 1 N.B. Horrocks Ordinary shares of(pound)1 each 20 20 J. Hirst Ordinary shares of(pound)1 each 5 5 H. Elwick Ordinary shares of(pound)1 each 5 5 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 as at the end of the financial year and of the profit and loss of the company for that period. In preparing those financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments 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 maintaining proper accounting records which disclose with reasonable accuracy at any time the financial position of the company to enable them to ensure that the financial statements comply with 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. AUDITORS The auditors, Hart Shaw, will be proposed for re-appointment in accordance with Section 385 of the Companies Act 1985. By order of the board: W.T. Jamieson Secretary Date: 8 October 2001 M.A.M. SOFTWARE LIMITED AUDITORS' REPORT TO THE COMPANY PURSUANT TO SECTION 247B OF THE COMPANIES ACT 1985 We have examined the abbreviated accounts on pages 5 to 18 together with the full financial statements of the company prepared under Section 226 of the Companies Act 1985 for the year ended 30 June 2001. RESPECTIVE RESPONSIBILITIES OF THE DIRECTORS AND AUDITORS The directors are responsible for preparing the abbreviated accounts in accordance with Section 246 of the Companies Act 1985. It ids our responsibility to form an independent opinion as to 6the company's entitlement to deliver abbreviated accounts prepared in accordance with Section 246(5) and (6) of the Companies Act 1985 and whether the abbreviated accounts have been properly prepared in accordance with those provisions and to report our opinion to you. BASIS OF OPINION We have carried out the procedures we considered necessary to confirm by reference to the audited financial statements that the company is entitled to deliver abbreviated accounts prepared in accordance with Section 246 (5) and (6) of the Companies Act 1985 and that the abbreviated accounts have been properly prepared from those financial statements. The scope of our work for the purpose of this report does not include examining or dealing with events after the date of our report on the full financial statements. OPINION In our opinion, the company is entitled to deliver abbreviated accounts prepared in accordance with Section 246 (5) and (6) of the Companies Act 1985 and the abbreviated accounts on pages 5 to 18 have been properly prepared in accordance with those provisions. Hart Shaw Chartered Accountants Registered Auditors 346 Glossop Road Sheffield S10 2HW Date: 12 December 2001 M.A.M. SOFTWARE LIMITED PROFIT AND LOSS ACCONT FOR THE YEAR ENDED 30 JUNE 2001 Notes 2001 2000 (pound) (pound) TURNOVER 2 6,978,239 6,043,458 Cost of sales 1,905,897 1,657,456 -------------- -------------- GROSS PROFIT 5,072,342 4,386,002 Administrative expenses 4,999,329 4,366,651 -------------- -------------- OPERATING PROFIT 3 73,015 19,351 Investment income and interest receivable 4 26 1,291 Interest payable and similar charges 5 (42,224) (12,125) -------------- -------------- PROFIT ON ORDNARY ACTIVITIES BEFORE TAXATION 30,817 8,517 Tax on profit on ordinary activities 8 (25,830) (4.021) -------------- -------------- PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION 4,987 4,496 -------------- -------------- Continuing operations None of the company's activities were acquired or discontinued during the above two financial years. Total recognised gains and losses The company has no recognised gains or losses other than profit for the above two financial years. M.A.M. SOFTWARE LIMITED BALANCE SHEET AS AT 30 JUNE 2001 2001 2000 Notes (pound) (pound) (pound) (pound) FIXED ASSETS Intangible assets 9 426,444 330,273 Tangible assets 10 318,728 296,185 ------------- ------------- 745,172 626,458 CURRENT ASSETS Stocks 11 196,391 166,151 Debtors 12 1,882,516 1,559,280 Cash in bank and in hand 1,167 10,035 --------------- --------------- 2,080,074 1,735,466 CREDITORS: amounts falling due within one year 13 (1,870,393) (1,595,076) --------------- --------------- NET CURRENT ASSETS 209,681 140,390 ------------- ------------- TOTAL ASSETS LESS CURRENT LIABILITIES 954,853 766,848 CREDITORS: amount falling due after 14 more than one year (644,036) (461,018) ------------- ------------- NET ASSETS 310,817 305,830 ------------- ------------- CAPITAL AND RSERVES Called up share capital 17 100 100 Profit and loss account 18 310,717 305,730 ------------- ------------- TOTAL SHAREHOLDERS' FUNDS 19 310,817 305,830 ------------- ------------- The financial statements have been prepared in accordance with the special provisions of Part VII of the Companies Act 1985 relating to medium-sized companies. Approved by the board of directors on 8 October 2001 and signed on its behalf by: M.I. Jamieson Director The notes of pages 8 and 18 form part of these financial statements. M.A.M. SOFTWARE LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2001 Notes 2001 2000 (pound) (pound) Net cash inflow/(outflow) from operating activities 3 130,189 (30,549) Returns on investments and servicing of finance 20 (41,861) (9,693) Taxation 20 (19,687) - Capital expenditure 20 (249,818) (538,616) ---------------- ------------- Cash outflow before use of liquid resources and financing Financing 20 127,100 76,160 ---------------- ------------- DECREASE IN CASH IN THE YEAR (54,077) 502,698) ---------------- ------------- RECONCILITATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 21 DECREASE IN CASH IN THE YEAR (54,077) (502,698) Cash inflow from movement in debt and lease financing (127,100) 76,160) ---------------- ------------- Change in net debt resulting from cash flows (181,177) (578,858) New hire purchase contracts and finance lease agreements (64,343) (25,000) ---------------- ------------- Movement in debt in the year (245,520) (603,858) Net debt at 1 July 2000 (780,086) (176,228) ---------------- ------------- Net debt at 30 June 2001 (1,025,6060) (708,086) ---------------- ------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 1. STATEMENT OF ACCOUNTING POLICIES The financial statements have been prepared under the historical cost convention. Turnover Turnover represents the total invoice value, excluding value added tax, of goods sold and services rendered during the year. Depreciation of tangible fixed assets Depreciation is provided at the following annual rates in order to write off each asset over its useful life: Tenants improvements to property 12.12% Straight line Fixtures, fittings and equipment 15% Reducing balance Computer equipment 33.33% Straight line Motor vehicles 25% Straight line Amortisation of intangible fixed assets Intangible fixed assets, other than goodwill, are amortised over the directors' estimate of their economic useful life. Stocks Stocks are stated at the lower of cost and net realisable value. Net realisable value is based on estimated selling price less further costs to completion and disposal. Stock: long term contracts Profit on long term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which cost incurred to date relates to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which the are first foreseen. Research and development Expenditure on research is written off in the year in which it is incurred. Development expenditure is deferred to future periods where there is a clearly defined project with separately identifiable expenditure. The outcome of such a project has been assessed with reasonable certainty in regard to the technical feasibility and the ultimate commercial viability has been carefully considered. Future revenues are reasonably expected to exceed the current deferred development costs, future development costs and related production, selling and administration expenditure. Adequate financial resources are expected to be available to complete the project. The company currently anticipates that products developed will produce income streams over a three year period from the date of the first commercial sales, and therefore write off development cost over that period. Foreign currencies Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into the profit and loss account for the year. M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 1. STATEMENT OF ACCOUNTING POLICIES (continued) Leasing and hire purchase commitments Assets held under finance leases and hire purchase contracts are capitalised in the balance sheet and are depreciated over their estimated useful lives. The interest element of the rental obligations is charged to the profit and loss account over the period of the lease. Lease payments under operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Pension costs The company operates a money purchase (defined contribution) pension scheme. Contributions payable to this scheme are charged to the profit and loss account in the period to which they relate. These contributions are invested separately from the company's assets. 2. TURNOVER 2001 2000 (pound) (pound) Analysis by geographical market: United Kingdom 6,728,587 5,937,236 Other E.C. countries 249,652 99,152 Asia - 7,070 -------------- ---------------- 6,978,239 6,043,458 -------------- ---------------- Turnover is attributable to the one principal activity of the company. 3. OPERATING PROFIT Operating profit is stated 2001 2000 (pound) (pound) After charting: Depreciation of fixed assets 106,635 82,868 Loss on disposal of tangible assets 33,767 23,934 Amortisation of intangible assets 55,045 - Auditors' remuneration 6,000 5.500 Loss of foreign currencies 21.615 144 Operating lease rentals Land and buildings 131,002 121,520 Plant and machinery 281,046 271,694 -------------- ---------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 3. OPERATING PROFIT (continued) Reconciliation of operating profit to Net cash inflow/ (outflow) from operating activities 2001 2000 (pound) (pound) Operating profit 73,015 19,351 Depreciation 106,635 82,686 Amortisation 55,045 - Loss on disposal of fixed assets 33,767 23,934 Decrease / (increase) in stocks (30,240) (30,020) Increase in debtors (323,236) (400,721) Increase in creditors 215,203 274,221 -------------- ---------------- Net cash inflow / (outflow) from operating activities 130,189 (30,549) -------------- ---------------- 4. INVESTMENT INCOME AND INTEREST RECEIVABLE 2001 2000 (pound) (pound) Interest received and receivable Bank interest 26 1,291 -------------- ---------------- 5. INTEREST PAYABLE AND SIMILAR CHARGES 2001 2000 (pound) (pound) On bank loans and overdrafts 31,752 6,157 On overdue tax 4,226 305 Lease finance charges and hire purchase interest 6,219 5,663 Other interest 27 -- -------------- ---------------- 42,224 12,125 -------------- ---------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 6. INFORMATION ON DIRECTORS AND EMPLOYEES 2001 2000 (pound) (pound) Staff costs Wages and salaries 2,875,920 2,436,760 Social security costs 314,417 250,780 Other pension costs 154,996 141,228 -------------- ---------------- 3,345,333 2,828,768 -------------- ---------------- 2001 2000 No. No. The average number of employees during the year was made up as follows: Administration and directors 13 13 Sales, service, technical support and development 136 130 -------------- ---------------- 149 143 -------------- ---------------- 2001 2000 (pound) (pound) Directors' emoluments Emoluments 288,200 282,961 Pension contributions to money purchase (defined contribution) schemes 79,148 79,148 -------------- ---------------- 367,348 362,109 -------------- ---------------- 2001 2000 No. No. During the year the following number of directors: Accrued benefits under money purchase (defined contribution) pension schemes 5 5 -------------- ---------------- 2001 2000 (pound) (pound) Details of highest paid director's emoluments Emoluments 84,238 81,116 Company contributions to money purchase (defined contribution) pension schemes 54,000 54.000 -------------- ---------------- 138,238 135,116 -------------- ---------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 7. PENSION COSTS Money purchase (defined contribution) pension scheme The company operates a money purchase (defined contribution) pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to (pound)154,996 (200: (pound)141,228). 8. TAX ON POFIT ON ORDNARY ACTIVITIES 2001 2000 (pound) (pound) The taxation charge comprises: Current tax on income for the year 23,240 4,021 Adjustment in respect of prior years 2,590 - -------------- ----------------- 25,830 4,021 -------------- ----------------- 9. INTANGIBLE FIXED ASSETS Software Development (pound) Cost: At 1 July 2000 330,273 Additions 151,216 ----------------- At 30 June 2001 481,489 ----------------- Amortisation: Charge for year 55,045 ----------------- Net book value: At 30 June 2001 426,444 ----------------- At 30 June 2000 330,273 ----------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 10. TANGIBLE FIXED ASSETS Land & buildings Fixtures, Motor vehicles Total fittings and computer equipment (pound) (pound) (pound) (pound) Cost: At 1 July 2000 58,580 400,220 48.431 507,231 Additions - 162,255 8.183 170,438 Disposals - (72,721) (16,337) (89,058) ------------------- ------------------- ------------------- ------------------- At 30 June 2001 58,580 489,754 40,277 588,611 ------------------- ------------------- ------------------- ------------------- Depreciation: At 1 July 2000 5,545 186,705 18,796 211,046 Charge for year .096 92,334 7,205 106,635 On disposals - (44,055) (3,743) (47,798) ------------------- ------------------- ------------------- ------------------- At 30 June 2001 12,641 234,984 22,258 269,883 ------------------- ------------------- ------------------- ------------------- Net book value: At 30 June 2001 45,939 254,770 18,019 318,727 ------------------- ------------------- ------------------- ------------------- At 30 June 2000 53,035 213,515 29.635 296,185 ------------------- ------------------- ------------------- ------------------- 2001 2000 (pound) (pound) Analysis of net book value of land and buildings: Tenant's improvements to property 45,939 53,035 -------------- ---------------- Included above are assets held under finance lease or hire purchase contracts as follows: 2001 2000 (pound) (pound) Net book values: Fixtures, fittings and equipment 63,362 7,849 Motor vehicles 15,085 17.040 Tenant's improvements to property 21,833 53,035 -------------- ---------------- 100,280 77,924 -------------- ---------------- Depreciation charge for the year: Fixtures, fittings and equipment 4,973 1,385 Motor vehicles 6,648 5,678 Tenant's improvements to property 3,402 5,545 -------------- ---------------- 15,023 12,608 -------------- ---------------- Net obligations under finance leases and hire purchase contracts are secured on the assets acquired. M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 11. STOCKS 2001 2000 (pound) (pound) Long term work in progress 50,388 - Finished goods and goods for resale 146,003 166,151 -------------- ----------------- 196,391 166,151 -------------- ----------------- There is no material difference between the replacement cost of stocks and their balance sheet amounts. 12. DEBTORS 2001 2000 (pound) (pound) Trade debtors 1,763,208 1,416,437 Director's current account 2,132 2,132 Other debtors 9,624 28,570 Prepayments and accrued income 107,552 112,141 -------------- ----------------- 1,882,516 1,559,280 -------------- ----------------- Included in the above are amounts due after more than one year as follows: Trade debtors 18,781 11,918 -------------- ----------------- 13. CREDITORS: amounts falling due within one year 2001 2000 (pound) (pound) Bank loans and overdrafts 354,407 309,198 Net obligations under finance leases and hire purchase contracts 28,330 19,905 Trade creditors 457,812 442,275 Corporation tax 30,621 24,478 Other taxes and social security costs 412,850 362,103 Other creditors - 1,010 Accruals and deferred income 586,373 436,107 -------------- ----------------- 1,870,393 1,595,076 -------------- ----------------- Bank overdrafts amounting to(pound)354,407 (200:(pound)309,198) are secured by a fixed and floating charge on all the assets of the company Included within the accruals and deferred income is (pound)1,856 (200P (pound)8,249) in respect of pension contributions. M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 14. CREDITORS: amounts falling due after more than one year 2001 2000 (pound) (pound) Accruals and deferred income 594,377 444,556 Net obligations under finance leases and hire purchase contracts 49,659 16,462 -------------- ----------------- 644,036 461,018 -------------- ----------------- 15. BORROWINGS 2001 2000 (pound) (pound) The company's borrowings are repayable as follows Up to one year and on demand 354,407 309,198 -------------- ----------------- 16. OBLIGATIONS UNDER FINANCE LEASES AND HIRE PURCHASE CONTRACTS 2001 2000 (pound) (pound) The company's obligations are repayable as follows: Within one year or on demand 28,330 19,905 In two to five years 49,659 16,462 -------------- ----------------- Total net obligations 77,989 36,367 -------------- ----------------- Net obligations analysed as follows: Included in creditors - amounts falling due within one year 29,330 19,905 Included in creditors - amounts falling due after more than on year 49,659 16,462 -------------- ----------------- 77,989 36,367 -------------- ----------------- 17. SHARE CAPITAL 2001 2000 (pound) (pound) Authorised: Equity interests: 100 Ordinary shares of(pound)1 each 100 100 -------------- ----------------- Allotted, called up and fully paid: Equity interests: 100 Ordinary shares of(pound)1 each 100 100 -------------- ----------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 18. PROFIT AND LOSS ACCOUNT 2001 2000 (pound) (pound) Retained profit as at 1 July 2000 305,730 301,234 Profit for the year 4,987 4,496 -------------- ----------------- Retained profit as at 30 June 2001 310,717 305,730 -------------- ----------------- 19. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS 2001 2000 (pound) (pound) Profit for the year 4,987 4,496 Opening shareholders' funds 305,830 301,334 -------------- ----------------- Closing shareholders' funds 310,817 305,830 -------------- ----------------- Represented by: Equity interests 310,817 305,830 -------------- ----------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 20. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT 2001 2000 (pound) (pound) Returns on investment and servicing of finance Interest received 26 1,291 Interest paid (35,668) (5,321) Interest element of hire purchase contracts (4,062) (5,269) Interest element of finance lease rental payments (2,157) (394) --------------- ----------------- Net cash outflow from returns on investment and servicing of finance (41,861) (9,693) --------------- ----------------- Taxation Corporation tax paid (19,687) - --------------- ----------------- Net cash outflow from taxation (19,687) - --------------- ----------------- Capital expenditure Purchase of intangible fixed assets (151,216) (330,273) Purchase of tangible fixed assets (106,095) (211,743) Receipts from sale of tangible fixed assets 7,493 3,400 --------------- ----------------- Net cash outflow from capital expenditure (249,818) (538,616) --------------- ----------------- Financing New long-term loans 149,821 90,286 Capital element of hire purchase contract payments (15,606) (11,954) Capital element of finance lease rental payments (7,115) (2,172) --------------- ----------------- Net cash inflow from financing 127,100 76,160 --------------- ----------------- 21. ANALYSIS OF CHANGES IN NET DEBT 2000 Cash flow Other movements 2001 (pound) (pound) (pound) (pound) Cash at bank and in hand 10,035 (8,868) - 1,167 Bank overdraft (309,198) (45,209) - (354,407) ------------------ (54,077) Debt due after one year (444,556) (149,821) - (594,377) Finance lease agreements (36,367) 22,721 (64,343) (77,989) ------------- ------------------ ---------------- ------------- (780,086) (181,177) (64,343) 1,025,606) ------------- ------------------ ---------------- ------------- M.A.M. SOFTWARE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2001 22. CONTINGENT LIABILITIES The company has guaranteed a leasing contract between one of its customers and British Linen Finance Limited. The amount financed was (pound)14,688, and the final instalment is due in October 2004. 23. REVENUE COMMITMENTS At the year end the company was committed to making the following payments during the next year in respect of operating leases with expiry dates as follows: Land and buildings Other 2001 2000 2001 2000 (pound) (pound) (pound) (pound) Within one year 10,186 - 118,435 19,096 More than one year and less - 16,000 138,042 254,604 than five years More than five years 116,699 108,853 - - --------------------- ----------------- ---------------- ------------ 126,885 124,853 256,477 273,700 --------------------- ----------------- ---------------- ------------ 24. TRANSACTIONS WITH DIRECTORS 2001 2000 (pound) (pound) Amounts owed by directors M.I. Jamieson 2,132 2,132 ---------------- ------------ The above loan was granted interest free and the maximum amount outstanding during the year was (pound)2,132. 25. CONTROL The company is controlled by M.I. Jamieson. Our Ref. PC/SN Your ref: PRIVATE & CONFIDENTIAL The Directors 4 July, 2003 Auto Data Network Inc The Forsythe Centre Lamberts Road Tunbridge Wells Kent Dear Sirs Hart Shaw are Registered Auditors in England and Wales. We confirm that we audited the company's financial statements for the periods ended 30 June 2001 and 30 June 2000, which comprise the Balance Sheet, Profit and Loss Account and Statement of Recognised Gains and Losses and the related notes. These financial statements have been prepared on the basis of the accounting policies set out therein, which are consistent with Generally Accepted Accounting Practice in the UK. Yours faithfully, HART SHAW