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Brainspark - Technology Start-Up Incubator : Boom or Bust ??? (BSP)     

SueHelen - 08 Nov 2004 18:25

brainspark.gifhttp://www.brainspark.com/
Price 0.25-0.40 pence : 08.11.04
Trades over 60,000 Shares are delayed in reporting by 1 Hour.
Daily Execution Price and Volume
big.chart?symb=uk%3Absp&ma=None&maval=9&big.chart?symb=uk%3Absp&ma=None&maval=9&big.chart?symb=uk%3Absp&ma=1&maval=10&ufbig.chart?symb=uk%3Absp&ma=1&maval=50&ufbig.chart?symb=uk%3Absp&compidx=aaaaa%3A

Brainspark Plc is an AIM listed company, focusing on investments in best-of-breed Information & Communication Technology (I&CT) primarily in Europe and Israel.
The core competence of the Company is the vision and the understanding of I&CT, and how these technologies will be key for the creation of break-through applications, combined with an international network of excellence among researchers and entrepreneurs.
The advent of broadband will have a major impact on the way businesses operate providing opportunities for new services and contents
We believe it is a timing issue, rather than a 'will be' issue. Brainspark is positioning its portfolio of investments to be ready to take advantage of the broadband opportunities when they become available.

Shares in issue 192m 1p ORDS
Major shareholders
Major Shareholders.................Amount................% Holding
Cross Atlantic Technology Fund.....33,916,050.............17.64
Company Directors
Francesco Gardin...................31,903,278.............16.59
Alberto Agosta......................2,527,273..............1.314
Edward Burman.........................681,818..............0.355

Brainspark have investments in the following companies:

geosim.gif
www.geosimcities.com
Geosim Systems has developed proprietary technology for automation of the production process of 3D models as a product derived from satellite and aerial images. This technology will be applied in standard products for the creation of very high resolution 3D models of towns and other locations, and will be accessible via broadband Internet.
Geosims technological partner is Argotek, owned by the FORMULA Group (NASDAQ-FORTY), one of the major Israeli software companies.
Geosim Systems was founded in Israel five years ago as a satellite company of Tiltan System Engineering Ltd (TSE) by a group of technical experts who had been members of the Israeli Air Force.

From November 2003 to January 2004, Brainspark made a further investment in
Geosim Systems Limited (51.75% owned by Brainspark) of
US$50,000. GeoSim is an Israeli company, whose main business purpose is the
creation of 3D models of cities and other areas of special interest. GeoSim's
management believes its state-of-the-art technological tools allow cost and time
saving in data collection and 3D modeling process. GeoSim realised revenues in 2003 of about US$400,000 (#240,000) mostly in the second half of the year and is expecting to make further progress in 2004, particularly in the USA where the
main focus will be on developing Homeland Security applications and in Italy
where the Company is in discussions with local authorities in a number of
historic cities.

www.theusabilitycompany.com
SOLD 320k

metapack.gif
www.metapack.com
MetaPack's mission is to make traditional supply chains more responsive to individual customer needs. We provide zero defect fulfilment that attracts, converts and retains valued customers at the lowest cost to serve. We are helping retailers to: extend range availability in smaller stores reduce the cost and improve the service of online fulfilment implement web-based ordering throughout retail offer the widest range of delivery options revolutionise services in shopping centres MetaPack works for companies such as Boots, British Land, GUS (Reality), M&S, Sky and WHSmith.

kerb.gif
www.kerb.co.uk
Kerb, winners of various major industry design awards (including a Design Week Award and the Yell Award for best use of e-commerce), and the Future UK Internet "Web Agency of the Year" award, are a Full Service Digital Agency based in Brighton consisting of 20 people, and have built a reputation for producing high quality, funky, cutting edge Internet sites, CD-Roms, and web-based games for clients. These UK clients include: Pepsi, Electronic Arts, Mathmos, Scottish Telecom, EMI, the Mean Fiddler, Elida Faberge, Flextech and Petspark.com (one of Brainsparks incubated companies). Kerb also have clients in Switzerland, Japan, and Hong Kong.

fortunecookie.gif
www.fortune-cookie.com
Fortune Cookie creates award-winning online solutions. From consultation to actual implementation of the chosen route, turning difficult technical propositions into simple and dynamic realities. Fortune Cookie is a global brand with global coverage, and an integral partner of Brainspark and the partner companies.
On 4 December 2003, the Company increased its percentage ownership in
Fortune Cookie (a company which offers strategic thinking, design and build
services in web and wireless technologies) from 25% to 29.44% by capitalising
#48,176.39. This transaction puts Fortune Cookie in a better financial position
to enter into discussions for potential mergers to enlarge its market share and
to participate in a large innovation project overseas.

easyart.gif
www.easyart.com
Easyart.com is the UK's largest online retailer of reproduction prints and limited edition art. It offers over 40, 000 fine art and photographic prints, with more being added every day, plus made-to-order picture framing.

tradeserve.gif
www.traderserve.com
TraderServe is an application service provider targeted at professional traders, offering them a flexible, highly sophisticated, yet easy-to-use, modelling system for financial and futures markets.

sanvicente.gif
www.sanvicentegroup.com
The shareholders of the company are prominent financial institutions, corporations and technology entrepreneurs from throughout North America and Europe. The company is led by a board of directors with extensive experience in the venture capital industry.

acs.gif
www.acsys.it
Advanced Computer Systems (ACS) are involved in the design and production of ground stations for the acquisition of data from remote sensing satellites; analysis and processing of digital images; geographic information systems; virtual reality; management of large amounts of information. It is currently preparing the complete digitalisation system of the radio archives and production for RAI (Italian State Broadcaster).

www.smile-on.com
SOLD 220K

impression.gif
www.impression.it
Impression created in February 2000 by a group of Internet experts operating in the ISP sector (Internet Service Provider) provides high added value quantitative and qualitative analysis of accesses to web-sites and detailed online reporting.

ludonet.gif
www.ludonet.it
Ludonet, founded in 1995, is a leader in the development and management of online entertainment and virtual community solutions.

In September Interims directors highlighted consolidated NAV position of 3.3m and described this valuation as conservative. Directors are paid in options/warrants at 1.1 - 1.31p/share. Given two investments that carried a book value of 22,000 in these results were sold for over 500k, how much is the remainder worth?

192m shares in issue
Mid-Price...........NAV / Market cap equivalent
0.30p................0.58m
0.40p................0.77m
0.50p................0.96m
0.60p................1.15m
0.70p................1.34m
0.80p................1.54m
0.90p................1.73m
1.00p................1.92m
1.10p................2.11m
1.20p................2.30m
1.30p................2.49m
1.40p................2.69m
1.50p................2.88m
1.60p................3.07m
1.70p................3.26m
1.80p................3.45m
1.90p................3.64m
2.00p................3.84m

SueHelen - 08 Nov 2004 20:23 - 3 of 152

I'd say Boom.

SueHelen - 08 Nov 2004 20:31 - 4 of 152

Today :

WINS and KBC were buying, EVO and SCAP were selling....Level 2 opened at 1 v 3 today and closed better at 2 v 2.

I think a large buy order is currently being processed at 0.40 pence - et al the 750,000 buy at 0.40 pence today. A 750,000 shares buy is a large buy in terms of the amount of shares one can buy in Brainspark at one time and at one price.

2 Arguments back up the above :

It is very difficult to buy any sizeable quantity...with Comdirect online one could only buy 50,000 shares online at a price of 0.40 pence..Hence I had to ring up to purchase 250,000 shares at 0.40 pence. The online buy limit has been reduced to 100,000 shares from the usual 250,000 shares over the last few trading days and it was further reduce to just 50,000 shares during lunchtime.

WINS were offering 0.33 pence on the bid....a very big premium to the indicative bid of 0.25 pence....The online sell size was also 375,000 shares.
WINS filled the 750,000 buy at 0.40 pence today.

SueHelen - 08 Nov 2004 20:36 - 5 of 152

Very Recent Trading Statement Release :

RNS Number:4270E
Brainspark PLC
25 October 2004


FOR IMMEDIATE RELEASE 25 October 2004

BRAINSPARK PLC ("Brainspark" or the "Company")

UPDATE ON TRADING, INVESTMENTS AND FUNDING

Trading

On 30 September 2004, Brainspark (www.brainspark.com), a company focusing on
investments in best-of-breed Information and Communication Technology (I&CT)
Companies primarily in Europe and in Israel, announced its results for the six
months ended 30 June 2004.

These results show a loss of #561,000 compared to a loss of #1,582,000 for the
comparable period in 2003. Of this loss, #199,000 represents operating costs and
#362,000 is attributable to the amortisation of goodwill and share of loss of
associates (#471,000 represented operating costs, #931,000 for goodwill
amortisation and share of loss of associates and #180,000 was written off
investments for the comparable 2003 period).
The Company is currently operating cautiously, cutting costs and protecting its
current portfolio companies and assisting them to create value.

The cost-cutting measures begun in 2002 - having further reduced the cash
'burn-rate' to an average of #30,000, per month net of recovery of rent and
charges made to portfolio companies for the six month period.

The Company's current strategy is to raise further capital from existing key
shareholders and sell some of the non-strategic portfolio companies - with the
objective of using the proceeds for general working capital purposes and to
support the strategic portfolio companies.

Investee Companies

1. Sale of non-strategic portfolio companies

Brainspark sold its holdings in the following investments as follows:

a) On 24 June 2004, a holding representing 38.3% of the share capital of Smile
On, a company providing e-learning services to UK dental professionals, for a
consideration of #220,000.

b) On 6 October 2004, a holding representing 33.% of the share capital of The
Usability Company, a company providing usability testing and consultancy
services, for a consideration of #360,000. In addition, the disposal gives the
Company the opportunity to have 15,680 options (equal to a 7.8% of the company
on a fully diluted base) with an exercise price of #1.36.36 and terminating
February 15, 2006.

Originally, the investment made in these companies was #1.2 million and the two
holdings had a total consolidated net book value at 30 June 2004 of #22,000.
The profit against the book value is #558,000.

2. Capital increases

a) From April to date, Brainspark made further investments of US$200,000 in
Geosim Systems Limited (www.GeosimCities.com), a company 51.75% owned by
Brainspark, Of these investments, US$50,000 is relating to the agreement signed
in June last year for a total available investment of US$600,000. Of this
amount, Geosim used only US$225,000 and US$150,000 relating to the new agreement
of available investment of US$600,000 signed on 1 July 2004. This agreement was
established to renew the financial support to Geosim in order to finance its
sales activity in USA and in Europe. This new investment will result in the
increase of the holding to 52.76%. GeoSim is an Israeli company, whose main
business purpose is the creation of 3D models of cities and other areas of
special interest. GeoSim has now a backlog order of more than US$1 million
(#550,000) arising mainly from three projects - the city of Lucca, an historical
town in Tuscany (Italy), an extension to complete the original project of
Philadelphia (USA) and the Pennsylvania University campus (USA). There are other
potential orders in its pipeline - one of them to be closed soon.

b) In September 2004 Brainspark agreed to a capital increase in Metapack (
www.metapack.co.uk), a software and services company, which specialises in the
retail supply chain, retaining its percentage holding unchanged (5.89%). This
investment is made by using the income from the license of the rented space in
the Company's building for two and a half months.

3. Agreement

On 7 September 2004, a memorandum of understanding was drawn up between ACS, a
company of which Brainspark owns 16.2 per cent and with twenty years' experience
in the sector of satellite imaging and, more recently, medical imaging analysis
and AISoftw@re, a company whose shares are listed on the Milan Stock Exchange
and a leader in the Italian market in medical image management, to prepare a
joint international industrial development plan. For some time both parties have
been looking into the idea of a joint international business project in the
sector of innovative IT technologies for real-time examination of images for the
market of health diagnosis equipment and equipment for laser surgery operations.
Subject to a positive outcome of the industrial plan, which will be prepared,
the intended direction of AISoftw@re's Board is to propose a corporate
aggregation to the Board of ACS.

Funding

On 8 October 2004, Brainspark repaid #50,000 of the convertible loan notes
allotted.

Further information

Alberto Agosta 020 7843 9838
Roland Cornish 020 7628 3396



This information is provided by RNS
The company news service from the London Stock Exchange

END

SueHelen - 08 Nov 2004 22:43 - 6 of 152

Thanks to Dusseldorf from ADVFN - 8 Nov'04 - 21:25 - 272 of 273

The company did enlist the services of an Italian firm to raise cash off the back of convertible loan notes at 1p. The share ORD is also 1p so they cannot issue shares below 1p unless they have a consolidation first, though given the directors are currently paid in options/warrants at between 1.1 - 1.3p this seems unlikey (a shot in the foot). besides i can't see the company issuing shares 70% below its NAV....given

....so, by your comment I'm guessing you to believe the price to be artificially held for one reason or another..

I still have faith that cash is sufficient to see through to recovery, and the options below (written with Hoodless as financial adviser still stand true:
On 29 December 2003, the Board agreed to issue up to #500,000 convertible loan
notes. An allotment of #50,000 Notes had been issued at 31 December 2003.

The Company's current strategy is to raise further capital from existing key
shareholders, and sell some of the non-strategic portfolio companies, with the
objective of using the proceeds for general working capital purposes and to
support the most promising of the portfolio companies.

xmortal - 08 Nov 2004 23:17 - 7 of 152

Hi Sue. what is the price you reckon BSP can achieve in the short term and how soon it can get there? thanks xm

SueHelen - 08 Nov 2004 23:22 - 8 of 152

Hi Xmortal, I'm still carrying out more research into these, but the below post again is from a very respectable poster called Dusseldorf on ADVFN which should help :

I've been here over 1 year, so a few days makes no odds. I believe fair value to be in excess of 1p given change in sentiment, but as ever, the market doesn't agree with me....yet

Online spread tells a different story 0.33bid - 0.38ask ( recovering the recent 12% and 7% falls will equate to a 35% rise when the time comes.

Given the price has been held here (3m buys and 500k sells and price has fallen 20%) makes me believe there is a very large order being filled (sub 0.4p).

Wouldn't suprise me to see the recent trading update attract speculative fund attention, so we could be in for a very good rise..anyway, we have only a few people here which is good, but I can see the neighbourhood going downhill when the rise occurs....pump and dumpers arriving or not 1p is a fair target in my mind....and that would still be 40% below NAV.

SueHelen - 08 Nov 2004 23:23 - 9 of 152

PS. Net Asset Value is 2.05 pence.

xmortal - 08 Nov 2004 23:54 - 10 of 152

Ta very much SH.

SueHelen - 09 Nov 2004 17:33 - 11 of 152

Up 46.15% today at 0.40-0.55 pence. Some more large buys referred to yesterday got filled today ie. 2*400,000 buys at 0.50 pence first thing this morning. Yes only 2 grand worth, but these are large buys in terms of what one is allowed to buy normally which is normally set at 50,000-250,000 shares. A large buy is still being worked through by WINS in the background at a price of 0.50 pence hence the online limits for most of today were :

One could sell 1 million shares a premium on the bid at 0.45 pence
One could only buy 50,000 shares at 0.55 pence.

Source : Comdirect.

SueHelen - 11 Nov 2004 11:59 - 12 of 152

The fact that they have had to 'manufacture' the price is down to the mm's not actually having any stock at these levels - at least not sufficient to fill large orders.

Comdirect Online limits :

Can sell 500,000 shares at 0.40 pence
Can buy 750,000 shares at 0.47 pence

I wonder if the online buy limit is a smokescreen, as the MMs have tried every other eventuality to fill the buy order at 0.50 pence.

1. They have picked up 1.80 million shares at 0.45 pence
2. They offerred 0.45 pence on the bid
3. They reversed Level 2 deliberately as if they were reading this thread on Tuesday

The MMs cannot raise the price until the buy order gets filled at 0.50 pence. They tried offering 0.45 pence on the bid and they got quite a bit of stock back, but it seems they still need more. They can't offer more than 0.45 pence on the bid as the MMs have to make their profit as well, so trying to get stock the other way by this deliberate shake.

Dil - 11 Nov 2004 12:18 - 13 of 152

No it means they are willing to sell more than they are willing to buy.

SueHelen - 22 Nov 2004 11:26 - 14 of 152

This was in Investors Chronicle on 22nd October 2004....
22 October 2004

BRAINSPARK (BSP)
Brainspark joined Aim at the top of the internet boom in March 2000 and was taken over by an Italian company in late 2002. This seems to have steadied the ship and Brainspark managed to get out of a London lease costing 28 per sq ft and running until March 2015. The terms were a forfeited deposit and a payment to the landlord of 333,000. There also seems to be renewed life in its remaining investments, including interactive agency Fortune Cookie and EasyArt, which sells art over the internet. The best investment bet may be Israel-based 3D city modeller GeoSim, which could be heading for Aim.



--------------------------------------------------------------------------------
Ord price: 0.35p Market value: 672,956
Touch: 0.25-0.45p 12-month High: 1.25p Low: 0.27p
Dividend yield: nil PE ratio: na
NET ASSET VALUE 2P

SueHelen - 22 Nov 2004 11:27 - 15 of 152

The following article from Shares mag shortly after last
Christmas was interesting at the time. Not much
actual news since then so maybe (DYOR) soon...


Quote:
--------------------------------------------------------------------------------

Brainspark tries to keep home fires burning

The market seems to have forgotten technology investor Brainspark, so what are its chances of raising new funds to help float two of its investments? By Polly Fergusson

Early-stage technology investor Brainspark (AIM:BSP) is looking to raise 500,000 from Italian investors to fund its business growth and the potential float of two of its investments later this year.

The funds will be raised by issuing convertible notes and so far, 10% of the notes have been taken up. But management has not ruled out pouring more private money into the business after the fundraising, including a contribution from chairman Francesco Gardin.

Penny stock Brainspark has equity stakes in 12 early-stage tech companies, and has said it is looking to reduce its investments in Geosim and ACS, two of its holdings, later this year.

They should be going public by the end of the year. We will be diluting our position by selling some equity, but we will still maintain a stake in the companies, says Gardin, adding that he is looking to exit investments in three to four non-core companies. We try to invest in companies that will go public within 18 months. If they cant, then we want companies that are attractive takeover targets, he explains.

However many Brainspark investments fit neither of these categories. A suspicion of unprofitable and unproven tech stocks and ideas has worked against Brainspark, which is languishing at just 1.13p and a market capitalisation of 2.1 million a far cry from the heady days in 2000 when it traded at 132p. New management is trying to restructure the company, get rid of the legacy dead wood investments, rebalance the balance sheet and build value.

A shudder runs through me when you mention that company!, says a source at Evolution Beeson Gregory (AIM:EVBG), Brainsparks housebroker. EVBG recently lost its role as advisor to the company. We couldnt sell the stock. No-one wants to know, he says.

He backtracks quickly, remembering his firm is still broker to Brainspark, and adds: But since its restructuring it is a completely different business, with very good new management.

Brainspark is changing. Cost-cutting measures put in place in 2002 have reduced the cashburn rate from 97,000 a month two years ago to around 30,000 a month now. More money has been saved as it has finally got out of a crippling property deal, and directors have waived pay packages, receiving options instead. The company is virtually debt-free and management has more funds at its disposal.

This latest fundraising should allow Gardin to start building shareholder value again. We werent going to issue more shares that would have been devastating for shareholders and we dont want to dilute the share value.

The two potential floats are said to be worth around $16 million. He estimates Geosim, an Israeli tech company that can create 3D models of cities and buildings, is worth $8 million to $9 million, and Brainspark has a 52% stake. ACS is involved in aerospace satellite data collection and is a similar size. Brainspark has a 16% stake.

Investments totalled 3.39 million last June, down from 4.2 million in 2002, in line with the weak tech sector.

For now Brainspark looks set to survive for a while yet. It has no debt, and with the IPO markets expected to pick up this year (see page 19) the future looks slightly brighter. If it can float the businesses some value will be unlocked, but it is some way off yet.

As a tiny share, it will be derided by many investors...

----Friday's drop on no sells and MMs paying a premium still of 0.05 pence on the bid and online sell size of 500,000 shares for the last 2 weeks suggest to me that news should be coming soon.

SueHelen - 22 Nov 2004 11:28 - 16 of 152

The two potential floats are said to be worth around $16 million. He estimates Geosim, an Israeli tech company that can create 3D models of cities and buildings, is worth $8 million to $9 million, and Brainspark has a 52% stake. ACS is involved in aerospace satellite data collection and is a similar size. Brainspark has a 16% stake.

The above bit caught my eye - that news should be coming soon now.

SueHelen - 22 Nov 2004 11:30 - 17 of 152

Bought 250,000 shares at 0.43 pence + 78,422 shares at 0.43 pence this morning

Have been building my position nicely over the last couple of weeks at this level.

SueHelen - 22 Nov 2004 11:31 - 18 of 152

By a Poster called Dusseldorf on ADVFN :

I'm 95% certain something is happening...and its most likely because 1 or all of the following
a) large scale stock accumulation by a new party
b) something to do with Geosimcities - possible floatation
c) The full year results are on target for loss 180,000 (or a profit if further disposals are announced) vs loss 2.9m last time around

SueHelen - 23 Nov 2004 13:27 - 19 of 152

Interesting....even though they have been no buys...MMs keeping a lid on the online buy limit and have reduced it further since yesterday.

Can buy 100,000 shares online at 0.45 pence
Can sell 500,000 shares online at a premium on the bid at 0.35 pence.

Source : Comdirect.

Maybe still possible to buy more than 100,000 shares at this price...but one would have to ring their broker up.

The two potential floats are said to be worth around $16 million. He estimates Geosim, an Israeli tech company that can create 3D models of cities and buildings, is worth $8 million to $9 million, and Brainspark has a 52% stake. ACS is involved in aerospace satellite data collection and is a similar size. Brainspark has a 16% stake.

----Looking at roughly a 2 million pounds stake in Geosim and 0.75 million pounds in ACS.

= 2.75 million pounds for Brainspark + current mkp cap of 0.77 million = around 3.50 million = share price of around 1.80-1.85 pence.

SueHelen - 23 Nov 2004 13:49 - 20 of 152

A poster called Dusseldorf on ADVFN who has also been buying at these levels and has followed the company for the last few years. He has confirmed that my calculations are right : but has told me to bear the below in mind :

Assuming no further dilution, though would have to recalculate if they issued some more convertible loans.

He has fair target price of 1 pence in the short term.

SueHelen - 23 Nov 2004 13:58 - 21 of 152

A further post from Dusseldorf after answering my post on the calculations :

"It's just a question of time, then everybody who was looking will wonder why they didn't buy sub 1p. We can't control the price, though am happy to wait for my profit".

SueHelen - 23 Nov 2004 22:31 - 22 of 152

The Shares mention was actually on the week of 22-28 January 2004 :

shares.jpg
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