In the UNAUDITED Financials SARS declares it rescinded the Agreement with Andronics Ltd. According to N.I. law a legal agreement cannot be rescinded by one party to that agreement-- both must agree.
SARS did not satisfy the terms of the Asset Purchase Agreement of December 2007. Several accountants and senior managers were appointed to do due diligence for at least 1 year before the APA was signed and had complete control after. SARS was asked on numerous occassions to supply financial and other relevant information to the auditors of Andronics Ltd so that they could finalise Andronics Ltd accounts to December 2007. For whatever reason SARS could not or would not give this information.
In the financials of 2007 accumulated losses of over $20M were declared and the independent auditors wrote that the management should decide whether SARs should continue to operate. These financials were released in March 2008 AFTER the APA was signed.
Approximately $20M was raised as a result of the acquisition of the Andronics Ltd assets. In June 2008 further money was required and approx. $1M was obtained from Clarence.
There appear to be several inconsistancies in the statements it makes for example returning assets to Andronics Ltd while handing these assets over to Clarence which then formed a company called Terramar and this company continued to operate the Andronics Ltd business in N.Ireland. It slso declares it has judgements of approximately $100K against it. In fact the judgements are considerably more than that.
Proceedings are on-going against SARS for non-payment of leases in 2 premises in N.Ireland and also the non-payment of loans and payables.
When SARS left the first premises assets which did not belong to SARS were taken and the police were asked to assist in the recovery of these. Some subsequently were recovered but others were not. SARS did what is referred to in Ireland as a moon-lit-flit. The second premises that SARS moved to were similarly left but this time the majority of the assets were abandoned----except for the software that was designed by Andronics Ltd and this was removed to the USA where it is being used by Terramar to satisfy the Andronics Ltd customers in N.Ireland with mapping and fleet management services. This is the software that they now have in the above financials as replacement for the disputed Alaskan supplied software.
The U.K. Revenue Commissioners have requested a winding up petition against SARS/Andronics Ltd some weeks ago. David Otto and Clayton Shelver are THE 2 directors of the U.K. company SARS Andronics Ltd. I believe the practice in the U.K. is to ask the directors to give an explanation of their management(or mismanagement) of the company when it is forced into receivership.
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