Command Technology Group Plc

December 01, 2008 02:00 ET

Final Results


                                              COMMAND TECHNOLOGY GROUP PLC

                                                  AUDITED FINAL RESULTS
                                        FOR THE ELEVEN MONTHS ENDED 30 JUNE 2008

                                                Company Number:  02721643

                                                  CHAIRMAN'S STATEMENT
                                        FOR THE ELEVEN MONTHS ENDED 30 JUNE 2008


During the eleven months under review the Company has been through significant changes with a renewed focus on sales  as
well  as significant progress on the development of new products.  Turnover for the period was £133,537, on which  there
was  a  pre-tax  loss  of  £130,059. Although these results are poorer than last year's, as my  predecessor's  statement
warned, this was anticipated as a result of the business reorganisation.

Additionally, while the acquisition of Command Television is a net expense in the short term I do feel that the  Company
is  now turning the corner in sales as a result. This acquisition has enabled us to broaden and modernise our portfolio,
and more importantly has given the Company the sales resource which it has long lacked.

Figures  for  the  first  quarter of this financial period show an improvement in sales and show  a  small  loss  whilst
supporting the higher cost base the Company now has.

Your board expect sales to continue to grow throughout the coming year.

Research and development

The Company has invested significant time and effort in new products and we expect to be in a position to announce these
to the market in due course.  These new products provide us with the basis for winning significant new business.

New contracts and recurring revenues

Since  the  period end we have reported new contract wins with Betfair, Netplay, and British Gas (for  their  'Help  the
Aged'  campaign). We are confident that our activities in the sales area will result in further contract wins  over  the
coming year.

During  the period the Company has gained a number of new contracts in the on-line and interactive gaming areas,  giving
it  a good base of contracted and recurring revenues to build from. Against this however, the ongoing contraction of the
fixed  line  telephony  market has resulted in the loss of a number of service contracts in this area.  It  remains  the
Company's intention to increase recurring revenues from service contracts and licence fees in all areas.


Following  the  acquisition  of  Command Television, our main remaining investment is  in  Confabulate  Ltd.  The  board
currently  considers it unlikely that Confabulate will become profitable at any time in the near future,  and  thus  the
value of this investment should be seen as negligible.

Board Changes

On  14  March 2008 Jennifer Allsop was appointed to the board of Directors and to the role of CEO, whilst on 27 February
2008 Chris Aitken stepped down from his role of non-executive Director.

On  9  May  2008 Neil Newell stepped down as Chairman and was replaced by Scott Fletcher who assumed the  role  of  non-
executive Chairman. Neil Newell remains an executive director with the Company.

On  9  July  2008  Mick  Gossage joined the Company (following the acquisition of Command TV,  his  previous  employer).
Formerly a non-executive director of the Company, he became executive director responsible for sales.


With  the  Company  now  clearly focused on the interactive TV and gaming and gambling industry we  are  confident  that
providing the Company is adequately financed, it is ideally placed to take advantage of this growing market. The  CallTV
market  alone is forecast to triple (from £500m to £1.5bn) and with our proven strengths in both Interactive  Television
and Telephony we anticipate that sales in this area will restore the Company to profitability.

Scott Fletcher

28 November 2008

The directors of the issuer accept responsibility for the contents of this announcement.

                                                 REPORT OF THE DIRECTORS

                                        FOR THE ELEVEN MONTHS ENDED 30 JUNE 2008

The directors submit their report and the audited Financial Statements for the eleven months ended 30 June 2008.

Principal activities

The principal activities of the Company during the period were the development of high quality software applications for
the telecommunications, internet and broadcasting industries.

Review of the business and results

A full review of the business during the year is given in the Chairman's statement.  The results and state of affairs of
the Company follow.


The directors do not recommend payment of a dividend this year.

Future Developments

The outlook for the Company is detailed in the chairman's statement.

Directors and their interests

The directors, who served the Company during the period, together with their interests (including family interests) in
the 2.5p Ordinary shares of the Company at the beginning and end of the period, and presently, were as follows:

                                          28 November 2008        30 June 2008         1 August 2007

S. Fletcher (appointed 9 May 2008)                 623,700             388,500               388,500
J. Allsop (appointed 14 March 2008)                      -                   -                     -
N.K.F. Newell                                    3,148,295           3,148,295             3,148,295
M.J. Gossage                                       822,922              48,122                48,122
C.K. Harrison                                            -                   -                     -
C. J.H. Aitken (resigned 27 February 2008)               -                   -               183,100

    Following the acquisition of Command Television Ltd on 7 July 2008 the shareholding of the former director, C.J.H.
    Aitken, increased to 408,300. However, M.J. Gossage has power of attorney over this shareholding, and the share
    options referred to below.

Options to acquire shares in the Company held by the directors were as follows:

                  1 August 2007     Granted         Granted   30 June 2008     Exercise                 Expiry
                      Number         Number            Date       Number         Price                   Date

S. Fletcher                   -     360,416     9 June 2008        360,416        10.00p           9 June 2017
J. Allsop                     -     237,500   10 April 2008        237,500        12.00p         10 April 2012
N.K.F. Newell            60,000           -    21 June 2006         60,000        16.25p          21 June 2016
M.J. Gossage             60,000           -    21 June 2006         60,000        16.25p          21 June 2016
C.K. Harrison            60,000           -    21 June 2006         60,000        16.25p.         21 June 2016
C. J.H. Aitken           60,000           -    21 June 2006         60,000        16.25p      27 February 2009

   All  the  options  are  in  unapproved schemes, apart from those for J. Allsop relating to an  Enterprise  Management
   Incentives    scheme, and are broadly exercisable at the discretion of the board of directors. The number of  options
   granted  to  Scott Fletcher which can be subsequently exercised will be determined by the number of shares  in  issue
   after  such  exercise;  those  referred  to  above are based on the  number  of  Ordinary  shares  currently  issued;
   furthermore,  the  share  option  contract  is  between the Company and  Lowry  Investment  Capital  Ltd,  a  company
   effectively controlled by Scott Fletcher.
Research and development

Our  plans  are  to  continue to develop and enhance our current products, and to broaden our range with  solutions  and
services for the social networking and interactive broadcast areas.

Policy on payments to creditors

It  is  the  Company's  policy to agree the terms of payment at the start of business with  suppliers,  to  ensure  that
suppliers are aware of the terms of payment and to pay in accordance with contractual and other legal obligations. At 30
June 2008 Trade Creditors amounted to 12 (31 July 2007 - 161) days' supplies.

Post balance sheet event

On  7  July  2008  the  Company acquired the remaining issued shares, a 78.24% holding (3,596  in  number),  of  Command
Television Ltd (CTV), becoming a 100% subsidiary at that date. The purchase consideration was facilitated by  the  issue
of  four  hundred  2.5 pence Company shares for each 2.5 pence share in CTV, when the mid market price of  each  Company
share was 13 pence, equivalent to total consideration of £186,992.


A  resolution  in  accordance with the provisions of the Companies Act to reappoint Grant Sellers as  auditors  will  be
proposed at the Annual General Meeting.

By Order of the Board:

Chief Executive Officer                                                                              28 November 2008

                                        STATEMENT OF DIRECTORS' RESPONSIBILITIES
                                        FOR THE ELEVEN MONTHS ENDED 30 JUNE 2008

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable
law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors
have  elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Practice  (United
Kingdom  Accounting Standards and applicable law). The financial statements are required by law to 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  these 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; state  whether  applicable  UK
Accounting  Standards have been followed, subject to any material departures disclosed and explained  in  the  financial
statements; and prepare the financial statements on a going concern basis unless it is inappropriate to assume 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 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 taking reasonable steps for the
prevention and detection of fraud and other irregularities.

The  directors are responsible for the maintenance and integrity of the corporate and financial information included  on
the  Company's  website.  Legislation in the United Kingdom governing the preparation  and  dissemination  of  financial
statements may differ from legislation in other jurisdictions.

The  directors of the Company who held office at the date of approval of this annual report confirm that: so far as they
are  aware,  there  is no relevant audit information, information needed by the Company's auditors  in  connection  with
preparing  their report, of which the Company's auditors are unaware; and they have taken all the steps that they  ought
to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the
Company's auditors are aware of that information.

N.K.F.  Newell

28 November 2008

                                              INDEPENDENT AUDITORS' REPORT

We have audited the financial statements of Command Technology Group plc for the eleven months ended 30 June 2008. These
financial statements have been prepared under the accounting policies set out therein.
This  report  is  made solely to the Company's members, as a body, in accordance with Section 235 of the  Companies  Act
1985.   Our audit work has been undertaken so that we might state to the Company's members those matters we are required
to  state  to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we  do  not
accept  or  assume responsibility to anyone other than the Company and the Company's members as a body,  for  our  audit
work, or the opinions we have formed.

Respective responsibilities of directors and auditors
The  directors'  responsibilities for preparing the financial statements in accordance with applicable  law  and  United
Kingdom  Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in  the  Statement  of
Directors' Responsibilities.
Our  responsibility  is to audit the financial statements in accordance with relevant legal and regulatory  requirements
and International Standards on Auditing (UK and Ireland).
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 whether in our opinion the information  given  in  the
Directors' Report is consistent with the financial statements.
In  addition  we report to you if, in our opinion, 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 opinion
We  conducted  our audit in accordance with International Standards on Auditing (UK and Ireland) 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.

In our opinion: the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted
Accounting Practice, of the state of the Company's affairs as at 30 June 2008 and of its loss for the period then ended;
the  financial  statements have been properly prepared in accordance with the Companies Act 1985;  and  the  information
given in the Directors' Report is consistent with the financial statements.

Emphasis of matter - Going concern
In  forming  our  opinion on the financial statements, which is not qualified, we have considered the  adequacy  of  the
disclosure made in note 1a to the financial statements concerning the Company's ability to continue as a going  concern.
The  Company  incurred a net loss of £102,106 during the period ended 30 June 2008 and the cash flow forecast  indicates
that a bank overdraft facility is required. These conditions, along with the other matter explained in the same note  to
the financial statements concerning projected sales, indicate the existence of material uncertainty which may cast doubt
about the Company's ability to continue as a going concern. The financial statements do not include the adjustments that
would result if the Company was unable to continue as a going concern.

Grant Sellers
Chartered Accountants
Registered Auditors                                                                               28 November 2008

                                                 PROFIT AND LOSS ACCOUNT
                                        FOR THE ELEVEN MONTHS ENDED 30 JUNE 2008

                                                                                                  Year ended
                                                                               2008              31 July 2007
                                                     Notes                       £                     £

Turnover                                                                      133,537               289,443

Cost of sales                                                                (141,027)             (148,662)
                                                                               -------               -------
Gross (loss)/profit                                                            (7,490)              140,781

Distribution and selling costs                                                (60,622)              (44,214)
Administration expenses                                                       (66,143)              (53,756)
                                                                               -------               -------
Operating (loss)/profit                                                      (134,255)               42,811

Interest receivable                                                             4,196                 3,146
                                                                               -------               -------
(Loss)/profit on ordinary
activities before taxation                                                   (130,059)               45,957

Taxation                                                                       27,953                (8,907)
                                                                               -------               -------
(Loss)/retained profit for the period/year                                   (102,106)               37,050
                                                                               -------               -------
                                                                               -------               -------

(Loss)/profit per share                                                         (1.49)p                0.54p
                                                                               -------               -------
                                                                               -------               -------

There were no recognised gains or losses other than those recorded in the profit and loss account.

                                                  BALANCE SHEET

                                               AS AT 30 JUNE 2008

                                                                      2008                     31 July 2007
                                                                  £           £                £           £
Fixed assets
    Intangible assets                                             -                            -
    Tangible assets                                           1,222                        1,621
    Investments                                                 526                          526
                                                            -------                       ------
                                                                          1,748                        2,147

Current assets
    Stocks                                                        -                       15,271
    Debtors                                                 101,807                       77,661
    Cash at bank and in hand                                 44,708                      186,035
                                                            -------                      -------
                                                            146,515                      278,967
                                                            -------                      -------

Creditors: Amounts falling
 due within one year                                        (29,472)                     (60,217)
                                                            -------                      -------

Net current assets                                                      117,043                      218,750
                                                                        -------                      -------
Net assets                                                              118,791                      220,897
                                                                        -------                      -------
                                                                        -------                      -------

Capital and reserves
    Called up share capital                                             171,198                      171,198
    Reserves                                                            (52,407)                      49,699
                                                                        -------                      -------
Shareholders' funds                                                     118,791                      220,897
                                                                        -------                      -------
                                                                        -------                      -------

Contact Information

  • Command Technology Group Plc