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Townpagesnet Com PLC – ‘6-K’ for 6/30/01

On: Monday, 11/26/01 · For: 6/30/01 · Accession #: 911420-1-500104 · File #: 1-14957

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/26/01  Townpagesnet Com PLC              6-K         6/30/01    1:74K                                    Greenberg Traurig/FA

Report of a Foreign Private Issuer — Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of Foreign Private Issuer                      28    141K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Changes in Securities and Use of Proceeds Condensed Consolidated Financial Statements Condensed Consolidated Financial Statements (Unaudited) Defaults upon Senior Securities Legal Proceedings Operating and Financial Review and Prospects Other Information Submission of Matters to a Vote of Security Holders
1	1st Page - Filing Submission
2	Item 1. Condensed Consolidated Financial Statements (Unaudited)
3	Item 1. Condensed Consolidated Financial Statements
15	Item 2. Operating and Financial Review and Prospects
27	Item 1. Legal Proceedings
"	Item 2. Changes in Securities and Use of Proceeds
"	Item 3. Defaults upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information

6-K 1st Page of 28 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 -----------------------

FORM 6-K

 -----------------------

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
 SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001

TPN Holdings plc
 (Translation of registrant's name into English)

The Annexe, Empress Buildings, 380 Chester Road,
 Manchester M16 9EB UK
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports 
under cover Form 20-F or Form 40-F                                              

Form 20-F  [X}             Form 40-F    [ ]                         

Indicate by check mark whether the registrant by furnishing the information     
contained in this form is also thereby furnishing the information to the        
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 

Yes        [   ]           No           [X]                         

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):                                                 

6-K 2nd Page of 28 TOC 1st Previous Next ↓Bottom Just 2nd
TPN HOLDINGS PLC
 TABLE OF CONTENTS

                                                                            Page
Part I:        Financial Information                                            

Item 1.        Condensed Consolidated Financial Statements                      
(Unaudited)                                       

              Condensed Consolidated Balance Sheets as of June 30, 2001      2
and December 31, 2000                             

              Condensed Consolidated Statements of Operations for the        3
       six months ended June 30, 2001 and 2000 and for the three
months ended June 30, 2001 and 2000               

              Condensed Consolidated Statements of Cash Flows for the        5
six months ended June 30, 2001 and 2000           

              Notes to Condensed Consolidated Financial Statements           6

Item 2.        Operating and Financial Review and Prospects                  14 

Part II:       Other Information                                                

Item 1.        Legal Proceedings                                             26 

Item 2.        Changes in Securities and Use of Proceeds                     26 

Item 3.        Defaults upon Senior Securities                               26 

Item 4.        Submission of Matters to a Vote of Security Holders           26 

Item 5.        Other Information                                             26 

              Signatures                                                    27

6-K 3rd Page of 28 TOC 1st Previous Next ↓Bottom Just 3rd
PART I. FINANCIAL INFORMATION                     

Item 1.           Condensed Consolidated Financial Statements                   

TPN HOLDINGS PLC
 CONSOLIDATED BALANCE SHEETS

                                                        [Enlarge/Download Table]


                                                                      DECEMBER 31,         JUNE 30,           JUNE 30,  
                                                                      ------------------------------------------------  
                                                                          2000               2001               2001    
                                                                      ------------        -----------     -----------   
                                                                         Amounts in Pounds Sterling         Amounts in  
                                                                                                            US Dollars  
                                                                               (Note 1)                      (Note 1)   
                                                                                       (Unaudited)                      
                                                                      ------------------------------------------------  
                                                                                                                        
ASSETS                                                                                                                  
Current Assets:                                                                                                         
Cash and cash equivalents                                         (pound)4,179,240   (pound)4,192,188        $5,932,784 
Accounts receivable                                                        747,167          1,587,088         2,246,047 
Receivable from related party                                               16,971            461,110           652,563 
Other receivables                                                           30,642             40,067            56,703 
Marketable securities available for sale                                   802,111                  -                 - 
Loan receivable                                                          1,886,156              8,250            11,675 
Prepaid expenses                                                           182,390            134,357           190,143 
Other current assets                                                       255,668            250,295           354,217 
Current assets of discontinued operations                                1,362,855          1,238,284         1,752,419 
                                                                       -----------        -----------       ----------- 
     Total current assets                                                9,463,200          7,911,639        11,196,551 

Equipment and Fixtures:                                                                                                 
Motor vehicles                                                             180,657            139,246           197,061 

Computer equipment                                                       1,317,172          1,624,180         2,298,540 
Furniture and fixtures                                                     312,737            311,814           441,279 
Equipment                                                                3,024,293          3,012,580         4,263,403 
                                                                         4,834,859          5,087,820         7,200,283 
Less accumulated depreciation                                            1,621,044          2,282,220         3,229,798 
                                                                         3,213,815          2,805,600         3,970,485 
Equipment and fixtures of discontinued operations less                                                                  
accumulated depreciation                                                   140,589                  -                 - 
                                                                         3,354,404          2,805,600         3,970,485 
Intangible assets, net of accumulated amortization of                    4,767,768          6,713,366         9,500,755 
(pound)2,070,892 and(pound)2,164,550 ($3,063,271) at                                                                    
December 31, 2000 and June 30, 2001                                                                                     
Intangible assets related to discontinued operations                                                                    
(accumulated amortization(pound)1,472,382)                               3,887,055                  -                 - 
                                                                       -----------        -----------       ----------- 
                                                               (pound)  21,472,427 (pound) 17,430,605       $24,667,791 
                                                                       ===========        ===========       =========== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                    

CURRENT LIABILITIES:                                                                                                    

Bank overdraft                                                 (pound)   2,507,084 (pound)  4,510,186        $6,382,815 
                                                                       -----------        -----------       ----------- 
Accounts payable                                                         1,541,605          2,017,811         2,855,606 
Related party short term loan                                            2,400,000          2,081,893         2,946,294 
Accrued expenses and other liabilities                                     593,614            758,838         1,073,908 
Accrued interest                                                            97,036             99,000           140,105 
Taxes and social security payable                                          332,033            770,254         1,090,063 
Deferred income                                                            654,764          1,772,774         2,508,830 
Current portion of obligations under capital lease                         457,468            504,702           714,254 
Loans payable                                                                    -            250,000           353,800 
Other payables                                                             335,675            379,264           536,734 
Current liabilities of discontinued operations                           2,707,566          1,356,207         1,919,304 
Total current liabilities:                                              11,626,845         14,500,929        20,521,713 

Deferred income, long term portion                                           2,090            456,222           645,645 
Deferred income related to discontinued operations                         392,689                  -                 - 
Long term portion of obligations under capital lease                     1,022,032            777,596         1,100,454 
Deferred taxation                                                           42,663                  -                 - 
Minority interests                                                          45,306             55,228            78,159 

STOCKHOLDERS' EQUITY                                                                                                    

Preferred stock                                                            850,000            850,000         1,202,920 
Ordinary shares                                                            100,330            100,330           141,988 
Additional Paid-In Capital                                              20,356,577         20,356,577        28,808,627 
Accumulated other comprehensive loss                                      (710,265)          (139,499)         (197,419)
Accumulated deficit                                                    (12,255,840)       (19,526,778)      (27,634,296)
                                                                       -----------        -----------       ----------- 
Total shareholders' equity                                               8,340,802          1,640,630         2,321,820 
                                                                       -----------        -----------       ----------- 
                                                               (pound)  21,472,427 (pound) 17,430,605       $24,667,791 
                                                                       ===========        ===========       =========== 

                                                       See accompanying notes.                                          


                                                     2

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TPN HOLDINGS PLC
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)

                                                        [Enlarge/Download Table]


                                                                                  SIX MONTHS ENDED JUNE 30,          
                                                                   ------------------------------------------------- 
                                                                        2000                2001              2001   
                                                                   ----------           ----------       ----------- 
                                                                       Amounts in Pounds Sterling        Amounts in  
                                                                                                         US Dollars  
                                                                                                           (Note 1)  
                                                                   ------------------------------------------------- 
                                                                                                                     
REVENUES:                                                                                                            
     Advertising revenues                                    (pound)  951,570   (pound)  1,534,578        $2,171,735 
     Contract revenues and other                                      423,910            1,082,290         1,531,657 
     Contract revenues from related parties                           656,974              665,048           941,176 
                                                                    ---------            ---------         --------- 
        Total revenues                                              2,032,454            3,281,917         4,644,568 
COST OF REVENUES:                                                                                                    

     Maintenance and hosting costs                                    737,455              321,131           454,465 
     Cost of contract revenues and other                              915,413              432,149           611,577 
     Advertising and commission costs                               1,073,343            1,709,304         2,419,007 
                                                                    ---------            ---------         --------- 
        Total cost of revenues                                      2,726,201            2,462,584         3,485,049 

Gross profit/(loss)                                                  (693,747)             819,334         1,159,519 

OPERATING EXPENSES:                                                                                                  
     Sales and marketing                                              273,114              227,048           321,318 
     Research & development                                           286,122               17,270            24,441 
     General and administrative                                     2,050,985            2,392,768         3,386,245 
     Depreciation                                                     502,523              696,974           986,358 
Amortization                                                          464,053              864,153         1,222,949 
                                                                    ---------           ----------        ---------- 
     Total operating expenses                                       3,576,797            4,198,213         5,941,311 

OPERATING LOSS FROM CONTINUING OPERATIONS                          (4,270,544)          (3,378,880)       (4,781,792)
Interest expense                                                      (52,431)            (418,135)         (591,745)
Interest income                                                        26,456              138,738           196,342 
Other income                                                            1,782               19,882            28,137 
Write off of marketable security available for sale                         -           (1,509,145)       (2,135,742)
Foreign exchange gain                                                  56,507              127,970           181,103 
Minority interests                                                    (61,694)               4,147             5,869 
                                                                   ----------           ----------        ---------- 
Loss from continuing operations                                    (4,299,924)          (5,015,423)       (7,097,828)

DISCONTINUED OPERATIONS:                                                                                             

INCOME FROM OPERATIONS OF DISCONTINUED BUSINESS                                                                      
INCLUDING OPERATIONS FOR THE PERIOD JULY 1, 2001                                                                     
TO SEPTEMBER 28, 2001                                              (1,357,083)            (626,481)         (886,596)

LOSS ON DISPOSAL OF WWW                                                     -           (1,629,034)       (2,305,409)
                                                                   ----------           ----------      ------------ 
                                                            (pound)(1,357,083)  (pound) (2,255,515)      $(3,192,005)
                                                                   ==========           ==========      ============ 
NET LOSS                                                    (pound)(5,657,007)  (pound) (7,270,938)     $(10,289,833)
                                                                   ==========           ==========      ============ 

BASIC AND DILUTED NET LOSS PER SHARE FROM CONTINUING                                                                 
 OPERATIONS                                                 (pound)     (0.45)  (pound)      (0.50)           $(0.71)

BASIC AND DILUTED NET LOSS PER SHARE FROM DISCONTINUED                                                               
 OPERATIONS                                                 (pound)     (0.14)  (pound)      (0.22)           $(0.32)

BASIC AND DILUTED NET LOSS PER SHARE                        (pound)     (0.59)  (pound)      (0.72)           $(1.03)
                                                                   ==========           ==========      ============ 
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS                                                                  
 PER SHARE                                                          9,583,936           10,033,009        10,033,009 
                                                                   ==========           ==========      ============ 

                                                       See accompanying notes.                                       

                                                     3

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TPN HOLDINGS PLC                              
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                             

(UNAUDITED)                             

                                                        [Enlarge/Download Table]


                                                                        THREE MONTHS ENDED JUNE 30,               
                                                          ------------------------------------------------------  
                                                              2000                     2001                2001   
                                                          ---------                ---------           ---------  
                                                          Amounts in Pounds Sterling                   Amounts in 
                                                                                                       US Dollars 
                                                                                                        (Note 1)  
                                                                                (Unaudited)                       
                                                          ------------------------------------------------------  
                                                                                                                  
REVENUES:                                                                                                         
         Advertising revenues                    (pound)     489,136      (pound)     875,120          $1,238,470 
         Contract revenues and other                         324,315                  580,086             820,938 
         Contract revenues from related parties              300,588                  466,034             659,531 
                                                           ---------                ---------           --------- 
                  Total revenues                           1,114,039                1,921,240           2,718,939 

COST OF REVENUES:                                                                                                 

         Maintenance and hosting costs                       411,464                   66,275              93,792 
         Cost of contract revenues and other                 753,443                  205,782             291,223 
         Advertising and commission costs                    452,976                  944,441           1,336,573 
                                                           ---------                ---------           --------- 
                  Total cost of revenues                   1,617,883                1,216,498           1,721,588 

GROSS PROFIT/(LOSS)                                         (503,844)                 704,742             997,351 

OPERATING EXPENSES:                                                                                               

         Sales and marketing                                 186,248                  148,382             209,990 
         Research & development                              174,110                    9,247              13,086 
         General and administrative                        1,007,614                1,198,308           1,695,845 
         Depreciation                                        278,361                  357,742             506,276 
         Amortization                                         32,822                  478,906             677,748 
                                                           ---------                ---------           --------- 
                  Total operating expenses                 1,679,155                2,192,585           3,102,945 

OPERATING LOSS FROM CONTINUING OPERATIONS                 (2,182,999)              (1,487,843)         (2,105,594)
Interest expense                                            (43,654)                (236,228)           (334,310) 
Interest income                                                8,764                   83,838             118,648 
Write off of marketable security available for                     -                1,509,145           2,135,742 
sale                                                                                                              
Other income                                                   1,002                   (5,680)             (8,038)
Foreign exchange gain                                         44,372                    3,118               4,413 
Minority interests                                           (35,912)                     (13)                (18)
                                                           ---------                ---------           --------- 

LOSS FROM CONTINUING OPERATIONS                           (2,208,427)              (3,151,953)         (4,460,641)
DISCONTINUED OPERATIONS:                                                                                          

LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS             (1,067,681)                       -                   - 
LOSS ON DISPOSAL OF WWW                                            -                        -                   - 
                                                           ---------                ---------           --------- 
                                                          (1,067,681)     (pound)           -                   - 
                                                          ==========               ==========          ========== 
NET LOSS                                                  (3,276,108               (3,151,953)         (4,460,641)
                                                          ==========               ==========          ========== 
BASIC AND DILUTED NET LOSS PER SHARE FROM        (pound)       (0.23)                   (0.31)              (0.44)
CONTINUING OPERATIONS                                                                                             
BASIC AND DILUTED NET LOSS PER SHARE FROM        (pound)       (0.11)                       -                   - 
DISCONTINUED OPERATIONS                                                                                           
BASIC AND DILUTED NET LOSS PER SHARE             (pound)       (0.34)                   (0.31)              (0.44)
                                                          ==========               ==========          ========== 
SHARES USED IN COMPUTING BASIC AND DILUTED NET             9,583,936               10,033,009          10,033,009 
LOSS PER SHARE                                            ==========               ==========          ========== 

                                                     See accompanying notes.                                      


                                                     4

6-K 6th Page of 28 TOC 1st Previous Next ↓Bottom Just 6th
TPN HOLDINGS PLC                              
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                             
(UNAUDITED)                             

                                                        [Enlarge/Download Table]


                                                                               SIX MONTHS ENDED JUNE 30,              
                                                                  ----------------------------------------------------
                                                                        2000             2001              2001       
                                                                  ----------------- ---------------- -----------------
                                                                     Amounts in Pounds Sterling         Amounts in    
                                                                                                        US Dollars    
                                                                                                         (Note 1)     
                                                                  ----------------- ---------------- -----------------
                                                                                                                      
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                  
Net income (loss)                                               (pound)(4,299,924)(pound)(5,015,423)      $(7,097,828)
Adjustments to reconcile net loss to net cash                                                                         
provided by operating activities:                                                                                     
         Depreciation                                                      502,253          696,974           986,358 
         Amortization of goodwill                                          464,053          864,153         1,222,949 
         Write off of marketable security available for sale                                                          
                                                                                 -        1,509,145         2,135,742 
Changes in operating assets and liabilities, net of effect of                                                         
acquisitions:                                                                                                         
         Account receivable                                              2,517,722           30,376            42,988 
         Receivable from related party                                     865,781        (299,744)         (424,198) 
         Other receivables                                               (148,131)            9,480            13,416 
         Prepaid expenses and other current assets                       (364,855)           48,032            67,975 
         Accounts payable                                                  231,974          445,881           631,011 
         Accrued expenses and other liabilities                            310,243          115,680           163,710 
         Taxes and social security payable                                 396,546          193,678           274,093 
         Deferred income                                                   442,371          347,361           491,585 
         Changes in minority interests                                      61,694          (4,147)           (5,869) 
         Amounts payable under web site design agreements                                                             
                                                                          (88,155)                -                 - 
Net cash (used in) provided by operating activities of                     891,572      (1,058,554)       (1,498,068) 
continuing operations                                                                                                 
Net cash (used in) provided by operating activities of                 (1,817,784)           44,682            63,235 
discontinued operations                                                                                               
Net cash (used in) provided by operating activities                      (926,212)      (1,013,872)       (1,434,834) 
                                                                  ----------------- ---------------- -----------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                                                  
         Purchases of equipment and fixtures                               (3,128)        (193,058)         (273,216) 
         Purchase of subsidiaries                                                -        (156,933)         (222,092) 
Net cash used in investing activities of continuing operations                                                        
                                                                           (3,128)        (349,991)         (495,308) 
Net cash used in investing activities of discontinued operations                                                      
                                                                          (87,329)            (999)           (1,414) 
                                                                  ----------------- ---------------- -----------------
Net cash used in investing activities                                     (90,457)        (350,990)         (496,722) 
                                                                  ----------------- ---------------- -----------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                                                  
         Proceeds from overdraft facility                                        -        2,003,102         2,834,790 
         Related party loan repayment                                            -        (318,107)         (450,185) 
         Repayment of debenture loan from shareholder                    (655,392)                -                 - 
         Net proceeds from issuance of ordinary shares                                                                
                                                                        10,669,252                -                 - 
         Payments on capital lease obligations                                   -        (197,202)         (279,080) 
Net cash provided by financing activities of continuing                                                               
operations                                                              10,013,860        1,487,793         2,105,525 
Net cash provided by financing activities of discontinued                                                             
operations                                                                       -           21,169             5,434 
Net cash provided by financing activities                               10,013,860        1,508,962         2,110,959 
                                                                  ----------------- ---------------- -----------------
Net increase in cash and cash equivalents                                8,997,191          144,100           179,404 
Effect of exchange rates on cash                                                 -        (131,152)         (185,606) 
Cash and cash equivalents at the beginning of the period                                                              
                                                                            33,868        4,179,240         5,940,946 
                                                                  ----------------- ---------------- -----------------
Cash and cash equivalents at the end of the period                (pound)9,013,059 (pound)4,192,188        $5,934,744 
                                                                  ================= ================ =================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                                      
         Interest paid                                                    (53,246)        (191,371)         (270,828) 
                                                                  ================= ================ =================

                                                     See accompanying notes.

                                                     5

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (UNAUDITED)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                

BASIS OF PRESENTATION                                                           

  The accompanying unaudited condensed consolidated financial statements
apply to TPN Holdings plc (the "Company") and its subsidiaries. All significant 
intercompany transactions and balances have been eliminated upon consolidation. 

The unaudited condensed consolidated financial statements have been 
prepared by the Company and reflect all adjustments, which consist only of      
normal recurring adjustments, which are, in the opinion of management, necessary
for a fair presentation of the interim periods presented. The results of        
operations for the three months ended June 30, 2001 and six months ended June   
30, 2001 are not necessarily indicative of the results to be expected for any   
subsequent quarter or for the entire year ending December 31, 2001. Certain     
information and footnote disclosures normally included in financial statements  
prepared in accordance with United States generally accepted accounting         
principles have been condensed or omitted pursuant to the Securities and        
Exchange Commission's rules and regulations.                                    

    The balance sheet at December 31, 2000 has been derived from the audited
financial statements on that date but does not include all of the information   
and footnotes required by United States generally accepted accounting principles
for complete financial statements.                                              

 These unaudited condensed consolidated financial statements and notes
included herein should be read in conjunction with the Company's audited        
consolidated financial statements and notes included in the Company's Annual    
Report on Form 20-F for the year ended December 31, 2000.                       

   The financial statements expressed in pounds sterling as of and for the
periods ended June 30, 2001 have been translated into U.S. dollars, solely for  
the convenience of the reader, at the noon buying rate on June 30, 2001 of      
(pound)1 = $1.4152. These translations should not be construed as               
representations that the pound sterling amounts actually represent U.S. dollar  
amounts or that they could be converted into U.S. dollars at the rate indicated 
or at any other rate.                                                           

Discontinued Operations                                                         

In September 2001, the subsidiaries that made up the Company's WWW  
business segment that provided cinema information and advertising services were 
sold to UK Theatres Online Limited for a consideration of (pound)85,000         
($120,000). In accordance with the provisions of Accounting Principles Board    
Opinion No. 30 and Emerging Issues Task Force Issue No. 95-18, WWW was accounted
for as a discontinued operation in the interim financial statements for the     
three months ended March 31, 2001. Accordingly, WWW is presented as a           
discontinued operation within the accompanying financial statements and the     
results of operations for the three and six month periods ended June 30, 2000   
have been reclassified accordingly. The operating loss for the six months ended 
June 30, 2001 includes the operating loss for the period July 1, 2001 to        
September 28, 2001, the date the decision was made to sell WWW. In accordance   
with the terms of the sale, the Company retained accounts                       

6 

6-K 8th Page of 28 TOC 1st Previous Next ↓Bottom Just 8th
receivable, creditors and cash balances of WWW. The loss from discontinued      
operations has been determined taking into consideration management's estimates 
of amounts realizable from assets retained, and includes the write-off of the   
carrying value of goodwill associated with WWW.                                 

    Amounts included in the balance sheet for discontinued operations of the
WWW group are as follows:                                                       

                                                        [Enlarge/Download Table]


                                                      DECEMBER 31,         JUNE 30,           JUNE 30, 
                                                      ------------         ---------         --------- 
                                                          2000               2001              2001    
                                                      ------------         ---------         --------- 
                                                     Amounts in Pounds Sterling          Amounts in    
                                                                                         US Dollars    
                                                                                          (Note 1)     
                                                -------------------------------------------------------
                                                                                                       
CURRENT ASSETS:                                                                                        
     Accounts receivable                                1,340,835            918,447         1,299,786 
     Accrued cash operating profit-July 1,2001            191,759           271,377                    
     to September 28,2001                                                                              
     Other current assets                                  22,020            128,078           181,256 
                                                      -----------       ------------       ----------- 
        Total current assets                            1,362,855          1,238,284         1,752,419 
                                                      -----------       ------------       ----------- 

EQUIPMENT AND FIXTURES                                                                                 
     Motor Vehicles                                        16,750                  -                 - 
     Furniture and fixtures                               194,868                  -                 - 
     Equipment                                             18,957                  -                 - 
                                                      -----------       ------------       ----------- 
                                                          230,575                  -                 - 
     Less accumulated depreciation                         89,986                  -                 - 
                                                      -----------       ------------       ----------- 
                                                          140,589                  -                 - 

Intangible assets net of accumulated                                                                   
Amortization of(pound)1,472,382                         3,877,055                  -                 - 
                                                        =========          =========         ==========

CURRENT LIABILITIES                                                                                    
     Bank overdraft                              (pound)   27,654   (pound)   31,494         $  44,570 
     Accounts overdraft                                   108,364            122,175           172,902 
     Accrued expenses and other liabilities                20,201             51,834            73,355 
     Taxes and social security payable                     40,456              9,288            13,144 
     Deferred income                                    1,976,312            346,141           489,859 
     Other payables                                       534,579            795,275         1,125,474 
                                                      -----------       ------------       ----------- 
      Total current liabilities:                        2,707,566          1,356,207         1,919,304 
                                                      -----------       ------------       ----------- 
Deferred income, long term portion                        394,779                  -                 - 


  The loss from operations of discontinued operations for the six months
ended June 30, 2001 includes the loss from operations for the period July 1,    
2001 to September 28, 2001 of (pound)40,473 ($57,277). Revenues from            
discontinued operations amounted to (pound)1,169,652 and (pound)1,202,976 for   
the six months ended June 30, 2000 and June 30, 2001, respectively and          
(pound)609,653 for the period July 1, 2001 to September 28, 2001. Revenues for  
the three months ended June 30, 2001 and 2000 amounted to (pound)615,004 and    
(pound)563,799, respectively.                                                   

DESCRIPTION OF BUSINESS AND GOING CONCERN CONSIDERATIONS                        

      The Company operates, through subsidiaries, a number of diverse businesses
principally specializing in the provision of new media and advertising related  
services to both businesses and consumers.                                      

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      At June 30, 2001, the Company had incurred recurring net losses and, as of
that date, had a consolidated accumulated deficit of approximately (pound)19.5  
million(approximately $27.6 million) and a consolidated working capital         
deficiency of approximately (pound)6.6 million (approximately $9.3 million).    

      The accompanying financial statements have been prepared assuming that the
Company continues as a going concern. Management's planned expenditures, net of 
revenue, for the next twelve months exceed current cash, cash equivalents and   
short-term investments. Included in management's plans is significant cash      
infusion to be generated from the realization of investments.                   

     The Company is actively pursuing the phased realization of its investment
in one of its subsidiaries during the period from the fourth quarter of 2001 to 
the second quarter of 2002. In addition, certain of the Company's subsidiaries  
have been significantly restructured and the businesses of the WWW              
subsidiaries have been disposed of. The Company is reliant on a committed bank  
facility provided by HSBC Bank plc and has received written confirmation from   
HSBC that the Company can continue to utilize this facility up to (pound)5.45   
million ($7.71 million) until November 30, 2001. At the present time the        
facility is substantially utilized. There can be no assurance that this facility
will be renewed or that additional funds will be made available under this      
facility.                                                                       

 Substantial doubt exists about the Company's ability to continue as a
going concern and there can be no assurance that the Company will be able to    
raise any additional funds as described above or that the Company's currently   
available funding will remain available to them.                                

  The financial statements do not include any adjustments to reflect the
possible future effects on the recoverability or classification of assets or the
amounts and classification of liabilities that might result from the outcome of 
this uncertainty.                                                               

     If the Company is unsuccessful in securing additional funding through the
sources described above it will take further action to reduce its spending. In  
doing so, management may consider more substantial restructuring options,       
including the closure of some or all of its subsidiaries. These actions would   
have material adverse effects on the Company's business, results of operations  
and prospects.                                                                  

USE OF ESTIMATES                                                                

    The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the reported amounts of assets and liabilities and  
disclosure of contingent assets and liabilities at the date of the financial    
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.                       

REVENUE RECOGNITION                                                             

   Some of the Company's contract revenues are from fixed priced contracts
for development projects, based upon the type and scope of the project. However,
for continuing consultancy engagements, we charge customers for our time on a   
per person, per day basis. We also charge customers for our time                

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on a per person, per day basis for new media design, consultancy and            
implementation engagements, and for e-business and kiosk solutions consultancy  
services and technical development work. Revenues for these services are        
recognized as the service is performed. Our fees for maintenance and support    
services are based on a per period basis. Revenues for maintenance and support  
services are recognized ratably over the term of the contract.                  

     The Company's advertising revenues are derived principally from long-term
advertising contracts which are recognized ratably over the term of the         
contract.                                                                       

Hosting revenues are recognized ratably over the term of the hosting
period, which is generally one year.                                            

Deferred revenue is primarily comprised of payments received from   
contracts in advance of revenue recognition and billings in excess of recognized
revenue relating to advertising contracts.                                      

CASH AND CASH EQUIVALENTS                                                       

    The Company considers investments in highly liquid instruments purchased
with an original maturity of 90 days or less to be cash equivalents.            
Such amounts are stated at cost, which approximates market value. As of June 30,
2001 the Company's cash equivalents were comprised of (pound)4,192,188          
($5,932,784) of bank deposits.                                                  

GOODWILL                                                                        

    The Company amortizes goodwill from the acquisitions of its subsidiaries
on a straight line basis over its estimated economic useful life of five years. 

   The Company operates in a highly technological industry with relatively
low entry market barriers. Due to the fast moving nature of the Internet market,
the Company does not believe that goodwill will have a useful economic life of  
more than five years. The carrying amount of goodwill is reviewed on a regular  
basis for indicators of impairment. Indicators of impairment include reduced    
levels of revenue in the businesses and a reduction in the utilization of the   
current web network. Should indicators of impairment exist, such impairment will
be reviewed through the examination of future discounted cash flows.            

FOREIGN CURRENCY TRANSLATION                                                    

Assets and liabilities of the Company's United States subsidiary are
translated at year-end rates and income and expenses are translated at average  
exchange rates prevailing during the year. Translation adjustments arising from 
differences in exchange rates from period to period have been reported as other 
comprehensive loss in shareholders' equity.                                     

NET INCOME (LOSS) PER SHARE                                                     

 Basic EPS is calculated using the weighted average number of ordinary
shares outstanding. Diluted EPS is calculated based on the weighted average     
number of ordinary shares plus the dilutive ordinary shares from employee share 
options. In periods when the Company reports a net loss, diluted EPS            

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is not reported because the effect of potential ordinary shares is not dilutive.

2.    RELATED PARTY LOAN                                                        

As at June 30, 2001, the Company had received a short term loan of  
(pound)2,081,893 ($2,946,294) from Kevin R. Leech, one of its directors and     
major shareholders. The loan bears interest at 2% above the UK base rate, which 
was 5.25% as at June 30, 2001, and is repayable on the earlier of January 5,    
2002 or our receipt of the net proceeds from a sale of a subsidiary or assets.  

3.    SEGMENTAL INFORMATION                                                     

      The Company's businesses are organized, managed and internally reported as
separate business units which are reportable under SFAS No. 131, "Disclosures   
about Segments of an Enterprise and Related Information".                       

   The Company has five principal businesses: (1) Avatar Interactive which
provides new media related services, (2) UK Property Channel.com which is an    
Internet portal which lists real estate available for sale throughout England   
and Wales, (3) Morbria which provides web site design services and marketing    
strategy consultancy, (4) Buyers Guide which publishes the internet based Local 
Authority and Public Service "Buyers Guide", and (5) Research Sales, which is an
internet based polling and market research firm. In addition, those expenses not
directly attributable to any of the foregoing have been categorized as General  
Corporate. This primarily comprises amortization of goodwill and certain head   
office costs.                                                                   

BUSINESS SEGMENT INFORMATION                                                    

                                                        [Enlarge/Download Table]


                                          Three months                 Six months           
                                           ended June 30,              ended June 30,       
                                       2000               2001     2000               2001  
                                      ------             ------   ------             ------ 
                                                                                            
Net sales from continuing operations                                                        
Avatar Interactive                       103                407      151                517 
UK Property Channel.com                   --                319       --                406 
Morbria                                  696                774    1,358              1,531 
Buyers Guide                             312                359      517                738 
Research Sales                             3                 62        6                 90 
General Corporate                         --                 --       --                 -- 
Total                                  1,114              1,921    2,032              3,282 
                                      ------             ------   ------             ------ 

Operating loss from continuing                                                              
operations                                                                                  
Avatar Interactive                    (1,106)               (56)  (2,423)              (718)
UK Property Channel.com                   --               (456)      --               (630)
Morbria                                  (93)               (16)     (59)              (121)
Buyers Guide                             (54)               (28)    (116)               (79)
Research Sales                          (616)              (110)    (896)              (416)
General Corporate                       (314)              (822)    (777)            (1,415)
                                      ------             ------   ------             ------ 
Total                                 (2,183)            (1,488)  (4,271)            (3,379)

Interest expense                         (43)              (236)     (52)              (418)
Interest income                            9                 84       26                139 
Other income (Expense)                     1                 (6)       2                 20 
Investment written off                    --             (1,509)      --             (1,509)
Foreign exchange gain                     44                  3       57                128 
Minority interests                       (36)                --      (62)                 4 
                                      ------             ------   ------             ------ 
Loss from continuing operations       (2,208)            (3,152)  (4,300)            (5,015)


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     The above table is based on management estimates and includes differences
to U.S. generally accepted accounting principles, including estimates of costs  
and allocation of overheads between divisions. In the third quarter of 2001, a  
subsidiary that was previously reported as part of the Morbria segment was      
merged into Avatar Interactive. The above segment information reflects the new  
composition of the Company's business segments.                                 

4.    ACQUISITION OF UK PROPERTYCHANNEL.COM LIMITED                             

   As of December 31, 2000, the Company owned 10% of the outstanding share
capital of UK Property Channel.com Limited, which operates                      
www.ukpropertychannel.com, an Internet portal which lists real estate available 
for sale throughout England and Wales. On February 28, 2001, the Company        
acquired an additional 60% of UK Property Channel.com Limited. Upon completion  
of this acquisition, the Company owned 70% of the outstanding capital stock of  
UK Property Channel.com Limited. The consideration for our February 2001        
acquisition consisted of a contribution of working capital of (pound)2,029,815  
($2,875,842).                                                                   

     The acquisition was accounted for using the purchase method of accounting
and resulted in goodwill of approximately (pound)2.8 million. The goodwill is   
being amortized over a five year period on a straight line basis. The results of
operations of UK Property Channel.com are included in the accompanying statement
of operations from the date of acquisition.                                     

     An analysis of the allocation of the purchase price of the acquisition is
as follows:                                                                     

                (IN THOUSANDS)
Fair value of assets acquired         (pound)    (780)                          
less liabilities assumed                                                        

Goodwill                                        2,810                           
                     -----
Total Purchase Price                  (pound)   2,030                           
                     =====

PRO FORMA EFFECT OF ACQUISITIONS                                                

The unaudited pro forma effect of the acquisition set forth above,  
assuming the acquisition was consummated at the beginning of the respective     
period is as follows:                                                           

                       QUARTERS ENDED,
                        JUNE 30, 2000      JUNE 30, 2001
                      ------------------   ---------------

Revenues from continuing        (pound)   1,170      (pound)   2,240            
operations                                                                      
Net loss                        (pound)  (2,687)     (pound)  (3,606)           
Net loss per share              (pound)   (0.28)     (pound)   (0.36)           

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                         SIX MONTHS ENDED,
                        JUNE 30, 2000      JUNE 30, 2001
                      ------------------   ---------------
Revenues from continuing        (pound)   2,095   (pound)   3,749               
operations                                                                      
Net loss                        (pound)  (5,503)  (pound)  (5,964)              
Net loss per share              (pound)   (0.57)  (pound)   (0.60)              

5.    COMPREHENSIVE LOSS                                                        

Under SFAS No. 130, Reporting Comprehensive Income, foreign currency
translation adjustments and unrealized losses on marketable securities available
for sale are included in other comprehensive loss.                              

The following are the components of comprehensive loss:             

Six months ended June 30              2000                2001                  
                       -----------------  --------------------
                      (in thousands)
Net loss                                 (5,657)           (7,271)              
Foreign currency translation                 (3)             (136)              
adjustments                                                                     
Unrealized loss on marketable                                                   
securities available for sale                --               707               
                       -----------------  --------------------
Total comprehensive loss       (pound)   (5,660)  (pound)  (6,700)              
                      =================   ====================

Three months ended June 30               2000               2001                
                       -----------------  --------------------
                        (in thousands)
Net loss                                 (3,276)           (3,152)              
Foreign currency translation                 (3)               (3)              
adjustments                                                                     
Unrealized loss on marketable                                                   
securities available for sale                --             1,103               
                       -----------------  --------------------
Total comprehensive loss       (pound)   (3,279)  (pound)  (2,052)              
                     =================  ====================

    No income tax effect has been recorded related to the comprehensive loss
due to the doubt about the realizability of the related deferred tax assets.    

6.    MARKETABLE SECURITIES AVAILABLE FOR SALE                                  

   The Company's investment in its marketable security available for sale,
(shares of Ci4Net.com, Inc.) was written off by management in the second        
quarter, based on management's determination that its fair value was zero and   
the impairment was other than temporary.                                        

7.    NEW ACCOUNTING PRONOUNCEMENTS                                             

SFAS 141 - Business Combinations and SFAS 142 - Goodwill and Other  
Intangible Assets                                                               

    In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations, and No. 142,  
Goodwill and Other Intangible Assets, effective for fiscal years                

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beginning after December 15, 2001. Under the new rules, goodwill will no longer 
be amortized but will be subject to annual impairment tests in accordance with  
the Statements. Other intangible assets will continue to be amortized over their
useful lives.                                                                   

     The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the    
non-amortization provisions of the Statement is expected to result in a decrease
in net loss of (pound)0.6 million ((pound)0.06 per share), and (pound)1.2       
million ((pound)0.12 per share), in the three months and six months ended June  
30, 2002 respectively. During 2002, the Company will perform the first of the   
required impairment tests of goodwill and indefinite lived intangible assets as 
of January 1, 2002 and has not yet determined what the effect of these tests    
will be on the earning and financial position of the Company.                   

SFAS 144 - Accounting for Impairment or Disposal of Long-Lived Assets           

   SFAS 144 is first applicable to the financial statements of the Company
for the year ending December 31, 2002 though earlier application is encouraged. 
SFAS 144 supersedes SFAS 121, "Accounting for the Impairment of Long-Lived      
Assets and for Long-Lived Assets to Be Disposed Of". Although SFAS 144 retains  
many of the recognition and measurement provisions of SFAS 121, it significantly
changes the criteria that have to be met in order to classify long-lived assets 
as held-for sale, and excludes goodwill and intangible assets not being         
amortized from its impairment provisions.                                       

  SFAS 144 also supersedes the provisions of Accounting Principles Board
Opinion No. 30 with regard to reporting the effects of a disposal of a segment  
of a business and requires expected future losses from discontinued operations  
to be displayed in discontinued operations in the periods in which the losses   
are incurred rather than as of the measurement date as currently. In addition,  
more dispositions will qualify for discontinued operations treatment in the     
statement of operations.                                                        

    As the provisions of SFAS 144 are to be applied prospectively, they will
not affect these financial statements. The impact, if any, on the financial     
statements will depend on the circumstances existing at that time.              

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Item 2.     OPERATING AND FINANCIAL REVIEW AND PROSPECTS                        

  We make certain forward-looking statements in this Form 6-K within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section   
21E of the Securities Exchange Act of 1934, as amended, relating to our         
financial condition, profitability, liquidity, resources, business outlook,     
proposed acquisitions, market forces, corporate strategies, contractual         
commitments, capital requirements and other matters. The Private Securities     
Litigation Reform Act of 1995 provides a safe harbor for forward-looking        
statements. To comply with the terms of the safe harbor, we note that a variety 
of factors could cause our actual results and experience to differ substantially
from the anticipated results or other expectations expressed in our             
forward-looking statements. When words and expressions such as: "believes,"     
"expects," "anticipates," "estimates," "plans," "intends," "objectives,"        
"goals," "aims," "projects," "forecasts," "possible," "seeks," "may," "could,"  
"should," "might," "likely," "enable," or similar words or expressions are used 
in this Form 6-K, as well as statements containing phrases such as "in our      
view," "there can be no assurance," "although no assurance can be given," or    
"there is no way to anticipate with any certainty," forward-looking statements  
are being made in all of these instances. These forward-looking statements speak
as of the date of this Form 6-K.                                                

  Various risks and uncertainties may affect the operation, performance,
development and results of our business and could cause future outcomes to      
differ materially from those set forth in our forward-looking statements,       
including the following factors: our change in business strategy; our growth    
strategies; anticipated trends in the industry; our relationships with our      
customers; general market and economic conditions; our ability to finance our   
future business requirements; the ability to successfully integrate acquired    
companies and businesses; management retention and development; changes in      
Federal and state laws and regulations; as well as the risks, uncertainties and 
other factors described from time to time in our SEC filings and reports.       

We undertake no obligation to publicly update or revise any         
forward-looking statements as a result of future developments, events and       
conditions outside of our control. New risk factors emerge from time to time and
it is not possible for us to predict all such risk factors, nor can we assess   
the impact of all such risk factors on our business or the extent to which any  
factor, or combination of factors, may cause actual results to differ           
significantly from those forecast in any forward-looking statements. Given these
risks and uncertainties, investors should not overly rely or attach undue weight
to our forward-looking statements as an indication of our actual future results.

OVERVIEW                                                                        

     We were incorporated in England and Wales on July 31, 1998 under the name
TownPages Holdings plc. We acquired all of the share capital of Town Pages UK   
Limited on December 15, 1998. Our name was changed to TownPagesNet.com plc in   
April 1999 and subsequently to TPN Holdings plc in March 2001.                  

 We completed our initial public offering on May 5, 1999, when we sold
American Depositary Shares representing 2,200,000 ordinary shares. The net      
proceeds from that offering have primarily been used to make strategic          

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acquisitions to enhance our growth and provide working capital to roll out our  
infrastructure expansion plans.                                                 

    Our primary subsidiary, Avatar Interactive Limited, (formerly Town Pages
UK Limited), provides new media related services to both consumers and          
businesses. It was restructured towards the end of fiscal year 2000 with a      
significant realignment of business focus. See below for further details.       

     In July 1999, we completed the acquisition of the WWW.CO.UK Limited group
of companies. The WWW.CO.UK Limited companies provide cinema-related services   
from Web site design through indoor cinema advertising. The acquisition         
strengthened our sales personnel resources and also provided local community    
content for our TownPages information service at the time. In September 2001, we
sold the businesses of these cinema-related subsidiaries to UK Theatres Online  
Limited for a consideration of approximately (pound)85,000, (approximately      
$120,000). This should enable the Blackpool-based management team to concentrate
upon the development of our UK Property Channel subsidiary (see further details 
below), which we believe operates in a less mature market than the cinemas      
market. The sale solely comprised the equipment and goodwill of the businesses  
including staff. The Company will retain the book debtors, creditors and cash   
balances. WWW has been accounted for as a discontinued operation in the         
condensed financial statements for the three and six month periods ended June   
30, 2001 and the amounts for 2000 have been restated accordingly.               

      In September 1999, we completed the acquisition of Morbria Limited and its
subsidiaries. Morbria and its subsidiaries provide Website design, advertising, 
marketing and communications services. The Morbria acquisition had the effect of
doubling our Web site design personnel. On August 31, 2000, Morbria completed   
the acquisition of 75.01% of 24.7 Colour Limited, a sheetfed print company. Due 
to the downturn in the web design market in the UK, we recently merged the      
Graphic Palette subsidiary of Morbria with our Avatar Interactive subsidiary.   

  For the three months ended June 30, 2001, the Morbria Limited group of
companies contributed (pound)774,393 ($1,095,921) to net revenues compared to   
(pound)644,178($912,671) for the three months ended March 31, 2001.             

In October 1999, we acquired Buyers Guide Limited, an Internet-based
business-to-government company. Buyers Guide PLC was admitted to trade on the   
Alternative Investment Market of the London Stock Exchange following the raising
of approximately (pound)5 million ($7.3 million) from institutions.             
Additionally, we sold a further 5.14% stake to Ci4net.com, Inc. We currently own
approximately 75.1% of Buyers Guide PLC.                                        

For the three months ended June 30, 2001, Buyers Guide contributed  
(pound)358,440 ($507,264) to net revenues compared to (pound)379,461 for the    
three months ended March 31, 2001, a decrease of 5%. For accounting revenue     
recognition purposes, these advertising contracts are recognized ratably over   
the term of contracts, in this case the vast majority being one year contracts. 

      Buyers Guide continues to generate its revenues from the businesses listed
on its online service. Trading is becoming increasingly difficult caused by     
customers general uncertainty of internet related businesses, a downturn in     
customers advertising budgets, and competition for good sales staff from other  
companies.                                                                      

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      Due to this current business climate the Auction Technology Marketplace is
still on hold and the company retains approximately (pound)4.1 million, ($5.8   
million) of cash reserves. Other potential avenues are being explored which may 
result in a partnership opportunity with a company identified as having a       
similar strategy or suitable technology know how. Other alternative investment  
opportunities are also being investigated.                                      

    In November 1999, we acquired Research Sales, Inc, an online polling and
market research company. Research Sales, Inc. has not developed as anticipated  
and contributed just (pound)90,297, ($127,788) to revenues in the first half of 
2001. As detailed in our Annual Report on Form 20-F for the year ended December 
31, 2000, we have fully written off the book value of the goodwill that was     
recorded in connection with the acquisition. Management is currently considering
the ongoing viability of Research Sales, Inc. and operations have recently been 
cut to a minimum.                                                               

     As of December 31, 2000, we owned 10% of the outstanding share capital of
UK Property Channel.com Limited, which operates www.ukpropertychannel.com, an   
Internet portal that lists real estate available for sale throughout England and
Wales. In February 2001, we acquired an additional 60% of the outstanding share 
capital of UK Property Channel.com Limited. Upon completion of this acquisition 
we owned 70% of the outstanding share capital of this company. UK Property      
Channel.com Limited creates and maintains local websites for independent real   
estate agents, including Reeds Rains (www.reedrains.co.uk), and through its     
www.ukpropertychannel.com Web site, offers a platform through which real estate 
agents can nationally advertise their local real estate listings. UK Property   
Channel.com provides real estate agents with proprietary software, which allows 
them to electronically update their listings on a daily basis. Approximately 55%
of the real estate agents who advertise their listings on                       
www.ukpropertychannel.com are using this proprietary software, and we expect    
that number to increase. UK Property Channel.com Limited currently generates    
revenues through the sale of banner advertising on its Web site. We believe     
other opportunities to generate advertising revenues for                        
www.ukpropertychannel.com from regional and national contracts as well as from  
other sources, will arise as this company increases its market share.           

For the three months ended June 30, 2001 UK Property Channel.com    
contributed revenues of (pound)318,324 ($450,492). Comparisons with any prior   
periods are meaningless as UK Property Channel.com figures were not consolidated
into the company's figures for a complete period.                               

     As previously mentioned, management restructured and refocused our Avatar
Interactive subsidiary because we concluded that the resources and risks        
associated with pursuing our original business plan of striking partnerships    
with local governments in the U.K. to offer their communities free touch-screen 
kiosks with free Internet access were unacceptably high. A strategic review of  
our business led us to conclude that the greatest opportunity for the           
achievement of short-to-medium term profitability and subsequent growth would   
arise from a transformation of our business to focus on marketing, selling and  
delivering new media solutions to businesses in several niche areas. As a result
we, decided to significantly reduce our planned installation of thousands of    
touch screen kiosks throughout the United Kingdom. In connection with the       
transformation of our business strategy and as part of the subsequent           
restructuring, a new board of directors was appointed to run Avatar Interactive 
at operating level and its kiosk business focus was changed.                    

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Avatar Interactive now concentrates on two main business areas:     

o     E-business solutions                                          
o     Kiosk solutions                                               

  Avatar Interactive has recently merged with its sister company Graphic
Palette to form an enlarged business with a national presence in the UK. The    
combined businesses will henceforth trade under the Avatar Interactive name and 
be under the control of the Avatar management. The amalgamation of the          
businesses resulted in a reduction of approximately one third of the combined   
workforce.                                                                      

      The Avatar management has worked very hard in recent months to refocus the
company's strategy and disengage from the original business model which proved  
unviable. One of the remaining steps is a disposal or closedown of the installed
network of free to use interactive kiosks. The company has recently taken steps 
to disconnect the majority of the kiosks, thereby saving substantial operational
costs, and is pursuing negotiations with third parties with a view to possible  
sale of the network.                                                            

 The restructuring and new strategy has already resulted in meaningful
savings and business gains including work for The National Trust, The Met       
Office, British Petroleum, Sita Equant, Ordnance Survey and Lloyds Pharmacies.  

Although Avatar reported substantially increased revenues and a     
significantly lower operating loss for the three months ended June 30, 2001, the
figures included revenues of (pound)270,000 ($382,000) arising from a one time  
project undertaken for a related party, Bygone Times International Limited, a   
company controlled by Kevin R. Leech.                                           

  For the six months ended June 30, 2001, Avatar Interactive recorded an
operating loss of approximately (pound)718,000 ($1,016,000), compared to an     
approximate operating loss of (pound)2,423,000 ($3,429,000) for the same period 
last year. For the three months ended June 30, 2001, Avatar Interactive recorded
an approximate operating loss of (pound)56,000 ($79,000) compared to an         
operating loss of approximately (pound)1,106,000 ($1,565,000) for the same      
period last year.                                                               

   Although our rate of operating losses has declined in the quarter ended
June 30, 2001, both in comparison to last year and the first quarter this year, 
the losses remain significant. Moreover, we are already beginning to see the    
effects of the recent terrorism events in the U.S., particularly amongst        
Avatar's blue chip clients who are beginning to impose cutbacks on capital      
expenditure. Other businesses of ours are also being impacted by the general    
economic slowdown including the advertising market.                             

It is anticipated that we may incur net operating losses for the    
foreseeable future as we continue to consolidate our operations and absorb the  
effects of the restructuring. Performance will depend, in part, on the amount   
and rates of growth in our net revenue from web site design services,           
advertising, and our new business area of kiosk solutions and the extent of cost
reductions realized as a result of the restructuring. To the extent that        
expenses are not accompanied by an increase in net revenue and positive cash    
flows from operations, our business, results of operations, and financial       
condition could be materially adversely affected. We will need to increase our  
quarterly net revenue and continue to cut costs to achieve profitability.       

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We believe that period-to-period comparisons of our operating results are not   
meaningful and that you should not rely upon the results for any period as an   
indication of future performance.                                               

EFFECT OF VARIOUS ACCOUNTING METHODS ON OUR RESULTS OF OPERATIONS               

  Much of our revenues are derived from contracts which span a period of
time. As detailed in footnote 1 to the Company's condensed consolidated         
financial statements, we recognize revenues ratably over the term of the        
contracts. For Avatar Interactive, Morbria and Buyers Guide, this is generally  
over one year. For WWW.Co.UK and UKPropertychannel.com, this is generally over  
two or three years. Conversely, the corresponding costs are recognized as they  
are incurred.                                                                   

   The deferred income figures, short-term and long-term, as stated in the
Balance Sheets, give an indication of the revenues not yet recognized in the    
company's condensed consolidated statements of operations.                      

RESULTS OF OPERATIONS                                                           

     The following table presents certain condensed consolidated statements of
operations data for continuing operations for the periods indicated as a        
percentage of total net revenue.                                                

                                                        [Enlarge/Download Table]


                                                                    Three Months               Six Months        
                                                                   Ended June 30,            Ended June 30,      
                                                              -------------------------  ----------------------- 
                                                               2000              2001     2000              2001 
                                                             --------          --------  --------        ------- 
                                                                                                                 
Total revenues:                                                  %                %         %                 %  
   Advertising .............................................    44                46       47                47  
   Contract & other revenues ...............................    29                30       21                33  
   Contract revenues from related                                                                                
   parties .................................................    27                24       32                20  
Total revenues .............................................   100               100      100               100  
Cost of revenues:                                                                                                
   Maintenance & hosting costs .............................    37                 3       36                10  
   Cost of contract revenue &                                                                                    
   other ...................................................    67                11       45                13  
   Advertising and commission                                                                                    
   costs ...................................................    41                49       53                52  
Total cost of revenue ......................................   145                63      134                75  
Gross profit (loss) ........................................   (45)               37      (34)               25  
Operating expenses:                                                                                              
   Sales and marketing .....................................    17                 8       13                 7  
   Research and development ................................    16                --       14                --  
   General and administrative ..............................    90                62      100                73  
   Depreciation ............................................    25                19       23                26  
   Amortization ............................................     3                25       23                26  
Total Operating expenses ...................................   151               114      175               127  
   Loss from operations ....................................  (196)              (77)    (209)             (102) 
   Interest income .........................................    --                 4        1                 4  
   Interest expense ........................................    (4)              (12)      (2)              (13) 
   Other income ............................................    --                --       --                --  
   Investment written off ..................................    --               (79)      --               (46) 
   Foreign exchange gain ...................................     4                --        2                 4  
   Minority interests ......................................    (3)               --       (3)               --  
                                                             --------          --------  --------        ------- 
   Loss from continuing operations .........................  (199)%            (164)%   (211)%            (153)%
                                                             ========          ========  ========        ======= 


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REVENUES                                                                        

Advertising Revenue                                                 

      Advertising revenue increased to (pound)875,120, ($1,238,470) in the three
months ended June 30, 2001 from (pound)489,136 in the three months ended June   
30, 2000 and in the six months ended June 30, 2001 increased to                 
(pound)1,534,578, ($2,171,735) from (pound)951,570 in the six months ended June 
30, 2000. The increase was largely due to the inclusion in the three months     
ended June 30, 2001 of results from UK Property Channel.com and partly as a     
result of deferred income being released to reported revenues. We anticipate    
that advertising revenues will decrease in the future due to the disposal of the
Cinemas businesses. There are also signs that the advertising market in the U.K.
is beginning to come under pressure.                                            

Contract Revenue and Other                                          

    Contract and other revenues increased to (pound)1,046,120, ($1,480,469),
of which (pound)466,034, ($659,531), are with related parties, for the three    
months ended June 30 2001, from (pound)624,903, of which (pound)300,588 was with
related parties, for the same three month period ended June 30, 2000. In the six
months ended June 30, 2001, contract and other revenues increased to            
(pound)1,747,338, ($2,472,833), of which (pound)665,048 ($941,176) are with     
related parties from (pound)1,080,884, of which (pound)656,974 was with related 
parties for the same six month period ended June 30, 2000. The increase is      
largely attributable to a full contribution from 24.7 Colour in fiscal 2001 and 
the increased revenues obtained by Avatar Interactive. Although we expect 24.7  
Colour to continue to at least maintain existing revenue streams, Avatar        
Interactive's revenues are likely to be impacted as its blue chip client base   
cuts back on capital expenditure projects in light of the recent terrorism      
events in the U.S. and resultant global economic downturn.                      

COST OF REVENUES                                                                

Maintenance and Hosting Costs                                       

  Maintenance and hosting costs consist primarily of Internet connection
charges, web site equipment leasing costs, repair and maintenance of equipment  
and systems, and costs related to the collection, development, and processing of
content.                                                                        

    Maintenance and hosting costs decreased to (pound)66,275, ($93,792), for
the three months ended June 30, 2001, from (pound)411,464 for the three months  
ended June 30, 2000. In the six months ended June 30, 2001, Maintenance and     
hosting costs decreased to (pound)321,131, ($454,465), from (pound)737,445, for 
the six months ended June 30, 2000. The decrease is largely attributable to the 
restructuring of Avatar Interactive. In particular, we have terminated the      
contract for maintenance of the twin data centers and have now brought the      
equipment and attendant servicing arrangements in house. We expect these costs  
to remain low in the future.                                                    

Costs of Contract and Other Revenues                                

      Cost of contract and other revenues consists primarily of certain web site
design costs, contract printing costs and related operating costs.              

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Cost of contract and other revenues decreased to (pound)205,782,    
($291,222), for the three months ended June 30, 2001 from (pound)753,443 for the
three months ended June 30, 2000. In the six months ended June 30, 2001, cost of
contract and other revenues decreased to (pound)432,149, ($611,577) from        
(pound)915,413 in the six months ended June 30, 2000. The decrease is mainly the
result of a large rationalization programme implemented to reduce the resources 
carried historically to undertake the large Web channels work which was         
concluded last year. We expect these costs to remain at these lower levels and  
to fluctuate in correlation to contract revenues.                               

Advertising and Commission Costs                                    

  Advertising and commission costs consist primarily of the salaries and
related costs, including commission, of direct sales staff.                     

     Advertising and commission costs increased to (pound)944,441 ($1,336,573)
in the three months ended June 30, 2001, from (pound)452,976, for the three     
months ended June 30, 2000. In the six months ended June 30, 2001 advertising   
and commission costs increased to (pound)1,709,304 ($2,419,007) from            
(pound)1,073,343, for the six months ended June 30, 2000. The increase is       
commensurate with the increase in advertising revenues. We expect costs to      
diminish going forward due to the disposal of the WWW.Co.UK group of companies. 

OPERATING EXPENSES                                                              

Sales and Marketing Expenses                                        

   Sales and marketing expenses consist primarily of salaries of marketing
personnel, advertising, exhibitions and other marketing related expenses.       

    Sales and marketing expenses decreased to (pound)148,382, ($209,990) for
the three months ended June 30, 2001, from (pound)186,248 for the three months  
ended June 30, 2000. In the six months ended June 30, 2001, Sales and marketing 
expenses decreased to (pound)227,048, ($321,318) from (pound)273,114, in the six
months ended June 30, 2000. The decrease is primarily due to the bringing of our
marketing operations in house. We expect that these expenses will continue to   
decline in relative terms going forward, although expenditures on targeted      
exhibitions may increase.                                                       

Research and Development Expenses                                   

  Research and development expenses include expenses associated with the
development of services, products and our Web site and consist principally of   
personnel costs, overhead costs, editorial costs, and supplies. These costs have
been charged to research and development expenses as incurred.                  

   Research and development expenses decreased to (pound)9,247, ($13,086),
for the three months ended June 30, 2001, from (pound)174,110 for the three     
months ended June 30, 2000. In the six months ended June 30, 2001, Research and 
development expenses decreased to (pound)17,270, ($24,441) from (pound)286,122  
in the six months ended June 30, 2000. The decrease is principally due to the   
continuing maturation of our business and the significant cutback at Research   
Sales, Inc. We expect that these expenses will remain at a low level.           

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General and Administrative                                          

 General and administrative expenses consist primarily of salaries and
related costs for general corporate functions, including finance, accounting,   
information technology, facilities, legal and other fees for professional       
services.                                                                       

General and administrative expenses increased to (pound)1,198,308,  
($1,695,845), in the three months ended June 30, 2001, from (pound)1,007,614 for
the three months ended June 30, 2000. In the six months ended June 30, 2001,    
General and administrative expenses increased to (pound)2,392,768, ($3,386,245),
from (pound)2,050,985 in the six months ended June 30, 2000. The increase is    
mainly as a result of the inclusion of the most recently acquired subsidiaries, 
24.7 Colour and UK Property Channel, in fiscal 2001. The figures also include   
redundancy costs arising from downsizing exercises. We expect general and       
administrative costs to decrease in the future as a result of the implementation
of cost containment and operating efficiency improvements, including a reduction
of staff levels and a decrease in our reliance on outside vendors for certain   
services. The disposal of the Cinemas businesses will also lead to a decrease   
from the fourth quarter 2001 onwards.                                           

Depreciation and Amortization Expenses                              

Depreciation and amortization expenses increased to (pound)836,648, 
($1,184,024), for the three months ended June 30, 2001, from (pound)311,183 for 
the three months ended June 30, 2000. In the six months to June 30, 2001,       
depreciation and amortization expenses increased to (pound)1,561,127,           
($2,209,307), from (pound)966,576 in the six months to June 30, 2000.           

   The increase in the depreciation of fixed assets has principally arisen
from the charge on assets acquired with the acquisitions of our 24.7 Colour and 
UK Property Channel subsidiaries and the greater number of kiosks purchased and 
installed post June 2000. We expect this cost to remain relatively constant as  
we freeze our spending on kiosks and the subsequent supporting infrastructure.  

  Of the charge for the three and six month periods ended June 30, 2001,
amortization of goodwill arising from the acquisitions was (pound)478,906,      
($677,748) and (pound)864,153, ($1,222,949) respectively, compared to           
(pound)32,822 and (pound)464,053 for the same periods in 2000. The increase in  
the amortization of goodwill arising from our subsidiaries is due to there being
no amortization on our Research Sales Inc. subsidiary for the three and six     
months ended June 30, 2001 as the goodwill arising from this investment was     
fully written off at December 31, 2000 as previously reported. Conversely, the  
three and six months ended June 30, 2001 include a charge arising from the      
acquisitions of 24.7 Colour and UK Property Channel for which there was no      
corresponding charge in the three and six months ended June 30, 2000.           

Interest and Other Income/Expense, Net                              

    Interest and other income/expense, net includes income from our cash and
investments and expenses related to our financing obligations.                  

Interest and other income/expense, net amounted to a net expense of 
(pound)158,070, ($223,700), for the three months ended June 30, 2001, compared  
to net expense of (pound)33,888 for the three months ended June 30, 2000. For   
the six                                                                         

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months ended June 30, 2001, the net expense was (pound)259,515, ($367,266),     
compared to net expense of (pound)24,193 for the six months ended June 30, 2000.

 The main reasons for the large increases are the financing charges we
incur on our overdraft facility and kiosk leasing obligations entered into      
during the course of last year. We would not expect these charges to decrease   
substantially unless we received a significant cash injection allowing us to    
reduce the facilities.                                                          

Investment Written Off                                              

      In the three and six month periods ended June 30, 2001, investment written
off was (pound)1,509,145, ($2,135,742). There was no corresponding charge in    
fiscal year 2000.                                                               

     The charge relates to our holding of 1,098,280 shares of the common stock
of ci4net.com, Inc. which management now determines has a fair value of zero.   

Foreign Exchange Gain                                               

 In the three month period to June 30, 2001, the foreign exchange gain
amounted to (pound)3,118 ($4,413), compared to a gain of (pound)44,372 in the   
three months ended June 30, 2000. For the six months ended June 30, 2001, the   
foreign exchange gain was (pound)127,970, ($181,103), compared to a gain of     
(pound)56,507 for the six months ended June 30, 2000.                           

     The gains resulted from an appreciation in the US dollar rate against the
pound sterling during the period. We do not anticipate similar one off gains in 
the foreseeable future.                                                         

Net Loss                                                            

Net losses from continuing operations increased to (pound)3,151,953,
($4,460,644) for the three months ended June 30, 2001, from (pound)2,208,427 for
the three months ended June 30, 2000. In the six months to June 30, 2001, losses
increased to (pound)5,015,423, ($7,097,827), from (pound)4,299,924 in the six   
months to June 30, 2000.                                                        

     The increased losses are mainly the result of the investments written off
during the period of approximately (pound)1.5 million (approximately $2.1       
million). Excepting this, there has been an increase in revenues for the        
reported period combined with a declining cost base. Although we continue to    
implement cost containment exercises, we anticipate that losses will continue as
we experience pressure on revenues as a result of the general economic downturn 
and the impact upon the advertising and new media sectors in particular.        

LIQUIDITY AND CAPITAL RESOURCES                                                 

Overview                                                                        

 Since inception, we and our subsidiaries have financed our operations
through the sale of equity securities and through loans from institutions and   
related parties. We do not use derivative financial instruments in our          
investment portfolio. We consider investments in highly liquid instruments      

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purchased with an original maturity of 90 days or less to be cash equivalents.  
We hold cash and cash equivalents in pounds sterling.                           

     As reported in our Annual Report on Form 20-F for the year ended December
31, 2000, the Company is reliant on a committed bank facility provided by HSBC  
Bank plc. In October 2001, the Company received written confirmation from HSBC  
that the Company could continue to utilize this facility up to (pound)5.45      
million ($7.71 million) until November 30, 2001, when the facility is due to    
expire. At the present time, the facility is substantially utilized. There can  
be no assurance that this facility will be renewed or that additional funds will
be made available under this facility.                                          

Cash flow evaluations                                                           

   Net cash used in operating activities for continuing operations for the
six months ended June 30, 2001 was (pound)1,058,554 ($1,498,068) compared to net
cash provided by operating activities of (pound)891,572 for the six months ended
June 30, 2000. Cash used in the six months ended June, 30 2001 was largely the  
result of high payments to accounts payable.                                    

   Net cash used in investing activities for continuing operations for the
six months ended June 30, 2001 and 2000 was (pound)349,991, ($495,308), and     
(pound)3,128 respectively. Cash used in investing activities for the six month  
period ended June 30, 2001, primarily related to our acquisition of             
UKPropertyChannel. From time to time, we expect to evaluate the acquisition of  
products, businesses and technologies that complement our business. These       
acquisitions may involve cash investments.                                      

   Net cash provided by financing activities for continuing operations for
the six month period ended June 30, 2001 and 2000 was (pound)1,487,793,         
($2,105,525), and (pound)10,013,860, respectively. Cash provided by financing   
activities in the six month period ended June 30, 2001 was primarily            
attributable to proceeds received from our overdraft facility. This compares to 
the six month period ended June 30, 2000 where the bulk of our cash received by 
financing activities was attributable to sale-leaseback transactions entered    
into in order to finance some of the kiosks.                                    

      Our Buyers Guide subsidiary is an independent public company because 24.9%
of its outstanding capital stock is publicly traded on the Alternative          
Investment Market of the London Stock Exchange. Because of its status as a      
publicly-traded company, Buyers Guide's cash reserves may be used only by Buyers
Guide, and we have no right to use such funds for our purposes.                 

Current and Future Financing Needs                                              

    We have incurred substantial consolidated losses and negative cash flows
from operations since we started our business. We expect to continue to incur   
substantial losses and negative cash flows for the foreseeable future as we     
implement our new business strategy and integrate acquired businesses. At this  
time, funds from operations are not sufficient to meet our operating needs and  
other anticipated financial requirements.                                       

 As of June 30, 2001, we had a consolidated working capital deficit of
(pound)6,589,290 ($9,325,162) and cash and cash equivalents and short-term      
investments of approximately (pound)4.2 million ($5.9 million). However, we     
cannot use these cash reserves for our own purposes because they represent      
proceeds received by our BuyersGuide subsidiary from its public offering on July
24,                                                                             

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2000 on the Alternative Investment Market of the London Stock Exchange. As a    
result of undertakings we gave in connection with BuyersGuide's offering, these 
cash reserves are to be retained for investment within BuyersGuide.             

  Our current plans for the next 12 months exceed our current cash, cash
equivalents and short-term investments. As a result, we need to raise additional
funds in order to conduct our business.                                         

We expect to raise additional funds through:                        

o     the phased sale of one of our subsidiaries, which we expect to
complete by the end of the second quarter of 2002;      

o     the possible sale of other subsidiaries, which may be complete
during the fourth quarter of 2001;                      

o     cost savings realized from the restructuring of certain of our
subsidiaries during 2000 and 2001; and                  

o     the implementation of additional cost cutting measures.       

      There can be no assurance that anticipated revenue growth will materialize
or that we will be able to realize sufficient proceeds from the possible sale of
our subsidiaries, if any such sales can be completed. There also can be no      
assurance that anticipated cost-savings resulting from recent corporate         
restructurings and the implementation of additional cost-cutting measures will  
be sufficient to meet our capital requirements.                                 

   Other potential sources of financing include public or private sales of
our shares or debt, strategic relationships and related parties. We do not have 
any committed sources of financing at this time and we are uncertain whether    
additional funding will be available when we need it on terms that will be      
acceptable to us or at all.                                                     

    Due to our cash position and the uncertainties concerning our ability to
raise additional funds, substantial doubt exists about our ability to continue  
as a going concern, as reported in our Annual Report on Form 20-F for the fiscal
year ended December 31, 2000.                                                   

    If we raise funds by selling additional capital shares, the interests of
our existing shareholders will be diluted. If we are not able to obtain         
financing when we need it, or if our currently available funding is not renewed,
we may be required to curtail our operations significantly, including possibly  
closing some or all of our subsidiaries. Such actions may have a material       
adverse affect on our business, financial condition, results of operations and  
prospects.                                                                      

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                      

We do not hedge (through the use of derivative or other financial   
instruments) the translation of our profits from overseas subsidiaries or other 
interest rate or foreign exchange exposures; therefore, significant changes in  
exchange rates or interest rates may materially affect our results of           
operations.                                                                     

  For purposes of specific risk analysis, we use sensitivity analysis to
determine the impact that market risk exposures may have on the fair values of  
our financial instruments.                                                      

      To perform sensitivity analysis, we assess the risk of loss in fair values
from the impact of hypothetical changes in foreign currency exchange rates on   
market sensitive instruments. The market values for foreign exchange risk are   
computed based on spot rates in effect at June 30, 2001. The differences in this
comparison are the hypothetical gains or losses associated with each type of    
risk. A 10% movement in the level of the pound sterling against the U.S. dollar 
with all other variables held constant would result in an immaterial change in  
the fair value of our U.S. dollar denominated balances at June 30, 2001.        

EFFECTS OF THE EURO                                                             

     Under the terms of the Treaty on European Economic and Monetary Union, as
of January 1, 1999, the euro was introduced as a common currency among the      
eleven members, and subsequently twelve when Greece joined at a later stage, of 
the European Union that are participating in this phase of European Economic and
Monetary Union, commonly referred to as EMU. Although the individual currencies 
of these countries will continue to be used until the end of 2001, their        
exchange rates with the euro are fixed. The euro is now being used for          
transactions that do not involve payment using physical notes and coins of the  
participating countries. The individual currencies will be replaced with euro   
notes and coins at the start of 2002 when all countries participating in the EMU
are expected to operate with the euro as their exclusive common currency.       

   We do not currently operate in any countries that have adopted the euro
and we therefore do not face a significant currency or competitive exposure to  
the euro. However, in the future we may expand into a number of these countries 
and would thus face such exposure.                                              

 In the event that the United Kingdom adopts the euro, we would face a
number of costs in altering our accounting-related systems for the new currency,
although at present it is too early to estimate what these costs might be.      
Adoption of the euro in the United Kingdom would also create greater            
transparency between prices offered to our customers in different countries that
participate in EMU.                                                             

     A significant amount of uncertainty exists as to the effect that the euro
will have on the marketplace. We are assessing the effect that the euro         
introduction will have on our internal systems and the sale of our products and 
services. We expect to take appropriate actions based on the results of this    
assessment. The adoption of the euro has not had a material impact on our       
liquidity or financial condition.                                               

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PART II. OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS                                                   

None                                                                

Item 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS                           

None                                                                

Item 3.     DEFAULTS UPON SENIOR SECURITIES                                     

None                                                                

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                 

None                                                                

Item 5.     OTHER INFORMATION                                                   

     On October 12, 2001, Viscount Edward James Wingfield Lifford retired from
the Company's Board of Directors.  Viscount Lifford served as non-executive     
Chairman of the Board of Directors since he joined the Company in December 1998.
Following the events of September 11th in the United States and the consequent  
effect on world economic markets, Viscount Lifford decided to reduce his        
business commitments to concentrate upon his duties as an executive director of 
Rathbone Bros. plc.  Kevin R. Leech, a major shareholder and director of the    
Company, has been appointed as the new non-executive Chairman of the Board of   
Directors.                                                                      

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SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report on Form 6-K to be signed on its behalf by
the undersigned thereto duly authorized.                                        

Dated:   November 26, 2001                                                      

               REGISTRANT:
                    TPN HOLDINGS PLC

                               By:  /s/ Robert P. Bradshaw
                                       -------------------------
                                Robert P. Bradshaw
                                     Chief Executive Officer

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘6-K’ Filing	Date	First	Last	Other Filings

	12/31/02	14
	6/30/02	14
	1/5/02	11
	1/1/02	14
	12/31/01	7
	12/15/01	14
	11/30/01	9	24
Filed on:	11/26/01	28
	10/12/01	27
	9/28/01	4	8
	7/1/01	4	8
For Period End:	6/30/01	1	26
	3/31/01	7	16	6-K
	2/28/01	12
	12/31/00	2	25	NT 20-F
	8/31/00	16
	6/30/00	2	24	6-K
	5/5/99	15
	1/1/99	26
	12/15/98	15
	7/31/98	15
				List all Filings

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Filing Submission 0000911420-01-500104 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Townpagesnet Com PLC – ‘6-K’ for 6/30/01

On: Monday, 11/26/01 · For: 6/30/01 · Accession #: 911420-1-500104 · File #: 1-14957

Previous ‘6-K’: ‘6-K’ on 11/19/01 for 3/31/01 · Latest ‘6-K’: This Filing

Report of a Foreign Private Issuer — Form 6-KFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Report of a Foreign Private Issuer — Form 6-K
Filing Table of Contents