Financial statements of business acquired:

The following financial statements are filed as part of this Current Report on Form 8-K/A:

Atlas Group Holdings Limited Consolidated Financial Statements as of December 31, 2001 and 2000.

Unaudited pro forma financial information:

The following unaudited pro forma condensed consolidated financial information is filed as part of this Current Report on Form 8-K/A:

Unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2001; and

Unaudited notes to pro forma condensed consolidated statement of operations for the year ended December 31, 2001.

The unaudited proforma condensed consolidated balance sheet has been omitted, since the transaction is fully reflected in the historical condensed consolidated financial statements of Right Management Consultants, Inc. as of March 31, 2002, as filed with the Securities and Exchange Commission on Form 10-Q.

Exhibits:

Purchase Agreement between and among Right Management Consultants, Inc. and its subsidiary Right Associates Limited and Atlas Group Holdings Limited, dated February 28, 2002. (Incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, filed March 28, 2002).

Credit Agreement between Right Management Consultants, Inc. and its United States wholly owned subsidiaries and UBS Warburg LLC, Fleet National Bank, Suntrust Bank, Bank of America N.A., and First Union National Bank, dated March 22, 2002. (Incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, filed March 28, 2002).

ACCOUNTING POLICIES

Company structure

Atlas Group Holdings Limited, the “Company,” is the investment holding company. The “Group” represents Atlas Group Holdings Limited and its subsidiaries.

Statutory Financial Statements and Going Concern

These financial statements are not the United Kingdom statutory audited financial statements, a copy of which has been delivered to the Registrar of Companies. In their report on the statutory financial statements, which were prepared on the going concern basis, the auditors drew attention to the disclosures made by the directors concerning the uncertainty over continuation of support by the Company’s bankers. Their opinion was not qualified in this respect.

Subsequent to the issue of the statutory financial statements, the Group was acquired by Right Management Consultants, Inc. (“Right”). In view of the Group’s net liabilities and net current liabilities position, Right has given an undertaking to support the Company and Group for the foreseeable future and meet any liabilities as and when they fall due. On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis.

Accounting convention

The financial statements are prepared under the historical cost convention in accordance with applicable accounting standards. The particular policies adopted are set out below.

Basis of consolidation

The Group financial statements consolidate the financial statements of the Company and all its subsidiary undertakings, made up to 31 December each year. Acquisitions are included from the date of acquisition. Intercompany balances have been eliminated on consolidation.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the year. In the preparation of these consolidated financial statements, estimates and assumptions have been made by management concerning the selection of useful lives of fixed assets and goodwill, provisions necessary for trade receivables and liabilities, income tax valuation allowances, estimated landing periods and other similar evaluations. Actual results could differ from those estimates.

Goodwill

Goodwill on acquisitions is calculated as the difference between the fair value of consideration paid and the fair value of identifiable assets and liabilities acquired, and is shown on the balance sheet as an intangible fixed asset. The amount of goodwill arising is capitalised and amortised over its estimated useful economic life.

Deemed disposal of subsidiary undertakings

The issue of shares in subsidiary undertakings to parties outside the Group is accounted for as a deemed disposal. The gain or loss on disposal is calculated as the difference between the Group’s share of net assets and goodwill before and after the issue of the new shares. The gain or loss arising is taken to the profit and loss reserve through the statement of recognised gains and losses, as permitted by Financial Reporting Standard 2, “Accounting for Subsidiary Undertakings.”

Fixed asset investments (company only financial information)

Fixed asset investments are carried at cost less provision for any impairment in value.

Depreciation

Depreciation is provided on fixed assets at rates calculated to write off the cost less estimated residual value of each asset evenly over its expected useful life as follows:

Stocks

Stocks, comprising finished goods, are stated at the lower of cost and net realisable value using the first-in, first-out method.

ACCOUNTING POLICIES (continued)

Leasing and hire purchase commitments

Assets obtained under finance and hire purchase contracts are capitalised in the balance sheet and are depreciated over the lesser of the lease term or their estimated useful lives. The interest element of the rental obligations is charged to the profit and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding.

Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the lease term.

Deferred taxation

Deferred taxation is provided on the liability method on all timing differences which are expected to reverse in the future, calculated at the rate at which it is estimated that tax will be payable.

Foreign currencies

In the financial statements of individual companies, monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rates ruling at the date of each transaction. All differences are taken to the profit and loss account other than foreign exchange differences on foreign equity investments and related foreign currency borrowings which are taken to reserves in accordance with the provisions of SSAP 20, “Foreign Currency Translation.”

The assets and liabilities of overseas subsidiary undertakings and related foreign currency borrowings and goodwill are translated at the rates of exchange ruling at the balance sheet date. Their profit and loss accounts are translated at the average rate for the year. The exchange differences arising on translation are taken directly to reserves.

Pensions

The Group provides pension arrangements on both defined contribution and defined benefit bases. For defined contribution schemes, costs are charged to the profit and loss account as incurred. For defined benefit schemes the costs are accounted for on the basis of charging the expected cost of providing pensions over the period during which the Group benefits from the employees’ services. The effect of variations from regular cost are spread over the expected average remaining service lives of members of the scheme.

SEGMENTAL ANALYSIS

Central costs and central net liabilities comprise items which are attributable to the head office function and those attributable to more than one operating unit.

Turnover represents the amounts derived from the provision of services which fall within the Group’s ordinary activities, and is stated net of value added tax.

SEGMENTAL ANALYSIS (continued)

Cash, overdrafts, and finance lease and hire purchase obligations have been allocated to the appropriate geographical area.

OPERATING PROFIT/(LOSS)

Auditors' remuneration for the audit of the Company was £5,300 (2000: £5,150).

DIRECTORS’ REMUNERATION

Aggregate emoluments receivable by directors were £1,214,000 (2000: £975,000). In addition, directors received pension contributions of £60,000 (2000: £55,000) and compensation for loss of office of £160,000 (2000: nil).

The highest paid director received emoluments of £379,000 (2000: £241,000), which did not include pension contributions (2000: the emoluments of the highest paid director included pension contributions of £23,000).

Each of the executive directors is remunerated through a subsidiary company of the Company.

Pension contributions relate to amounts paid by the Group into the directors’ private pension schemes and also the Group’s own defined contribution scheme. Two of the directors are members of the Group’s defined contribution scheme (2000: two).

STAFF COSTS

NUMBER OF STAFF

INTEREST PAYABLE AND SIMILAR CHARGES

TAX ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES

The tax charge for the year is higher than the UK standard rate of 30 per cent as a result of the effects of higher rates of overseas tax and expenses in the profit and loss account which are not eligible for tax relief.

LOSS ATTRIBUTABLE TO MEMBERS OF THE COMPANY

As permitted by the Section 230 of the Companies Act, the profit and loss account of the Company is not presented as part of these financial statements.

The loss for the financial year dealt with in the financial statements of the Company amounted to £354,000 (2000: loss of £2,451,000).

INTANGIBLE FIXED ASSETS – GOODWILL

Goodwill is being amortised on a straight-line basis over 20 years, which is the period the directors estimate that the values of the underlying businesses acquired are expected to exceed the value of the underlying assets.

TANGIBLE FIXED ASSETS

The net book value of assets held under finance leases or hire purchase agreements is as follows:

INVESTMENTS

Investments held by the Company, directly and indirectly, are as follows:

The principal subsidiary undertakings are listed below. All are held indirectly except Coutts Consulting Group Limited, and all are included in the consolidated financial statements.

INVESTMENTS (continued)

On 4 June 2000, Coutts Consulting (Japan) Limited (“CCJL”) issued share options to its directors and employees. The outstanding share options are exercisable from 1 January 2001 to 3 June 2004 at an exercise price of 271,000 yen per share. In the event that the remaining share options are fully exercised, the Group’s interest in CCJL will be reduced from 89% to 83.4%.

The Company operates an Employee Benefit Trust (“EBT”), which was established for the purpose of facilitating the long-term holding of interests in and ownership of shares in the Company. During the year, the Employee Benefit Trust acquired an interest in 47,216 ordinary shares, with a nominal value of £47,216, amounting to 1.5% of issued share capital. The Employee Benefit Trust acquired this interest for £2 from a director and an employee who lost office during the year. This acquisition was financed by the Company. The assets and liabilities of the EBT are consolidated in the Group’s financial statements. The number of own shares held as of 31 December 2001 was 47,216 (2000: nil).

STOCKS

DEBTORS

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

The bank overdraft and bank loans are secured by fixed and floating charges over all the Company’s assets.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

OBLIGATIONS UNDER FINANCE LEASES, HIRE PURCHASE CONTRACTS AND OPERATING LEASES

OBLIGATIONS UNDER FINANCE LEASES, HIRE PURCHASE CONTRACTS AND OPERATING LEASES (continued)

The commitments under non-cancellable operating leases are as follows:

The Company had no such commitments at 31 December 2001 or 31 December 2000.

LOANS AND MORTGAGES

Loans made to the Company and the Group, which amounted to £7,979,000 at 31 December 2001, require the Group to comply with a series of financial covenants. During the year ended 31 December 2001, the Group breached certain of these covenants which have rendered the loans repayable on demand. Accordingly, the loans are disclosed at 31 December 2001 as being payable within one year.

If the loans were not called in on demand by the Group’s bankers, the repayment profile would be:

The senior term loan would be repayable by quarterly instalments between 30 September 2000 and 31 December 2003 and bears interest at 2% over London interbank offered rates (“LIBOR”).

The mezzanine loan would be repayable by four equal quarterly instalments between 31 March 2004 and 31 December 2004 and bears interest at 3.5% over LIBOR.

The junior mezzanine loan would be repayable on 31 March 2005 and bears interest at 3.5% over LIBOR.

LOANS AND MORTGAGES (continued)

These loans are jointly secured by fixed and floating charges over all the Company’s assets.

The unsecured shareholders’ loan is repayable in four equal annual instalments between 31 December 2006 and 31 December 2009. Interest on the unsecured loan is payable at 7% for the year to 31 December 2001, and 10% thereafter until repayment.

PROVISIONS FOR LIABILITIES AND CHARGES

Other provisions relate to the cost of retirement benefits made available by law or custom in certain overseas subsidiaries. The liabilities will in general fall due within ten years, but may be extended if employees continue service after the age of sixty.

The deferred taxation balance can be analysed as follows (brackets indicate deferred tax assets):

Deferred tax assets are included within debtors (see note 14).

The Company had no provisions for liabilities and charges at 31 December 2001 or 31 December 2000.

CALLED UP SHARE CAPITAL

The Company’s authorised shares and their nominal value for the 2001 and 2000 years were:

The Company’s allotted, called and fully paid shares for the 2001 and 2000 years were:

A brief summary of the rights of each class of share is provided below:

Dividends

Distributable profits are to be paid out in the following order of priority: (i) to the holders of the A ordinary shares, a fixed cumulative dividend of 10p per share from 2001; (ii) to the holders of the A ordinary shares, a participating cumulative dividend of 10% of net profit for 2001 and 2002 and 20% of net profit thereafter; (iii) to the holders of ordinary, A ordinary and B ordinary shares pari passu, any further dividends declared. Deferred shares are not entitled to dividends.

2001 dividends

The holders of the A ordinary shares have conditionally waived their entitlement to both fixed and participating cumulative dividends for the year ended 31 December 2001. This waiver is contingent upon completion of the proposed offer by Right Management Consultants, Inc (“RMC”) to purchase the entire share capital of the Company.

As at the date of approving these financial statements, the directors have viewed the proposed sale to RMC as being more probable than not. On this basis, the dividend has been waived, as set out in the consolidated profit and loss account.

Should the sale to RMC not proceed, the ensuing year’s financial statements will need to reflect the waiver as being void.

Return of capital

The net assets of the Company are to be applied in the following order of priority: (i) £1 per share to the holders of the A ordinary shares; (ii) the amount subscribed to holders of the ordinary and B ordinary shares; (iii) to the holders of ordinary, A ordinary and B ordinary shares pari passu; (iv) to the holders of deferred shares when each ordinary share has received a distribution of £100,000 per share.

Warrants

The Company has issued warrants entitling their holders to subscribe at par for A ordinary shares if control of the Company is changed. The warrants are exercisable until 31 December 2025, and the maximum number of A ordinary shares that can be issued is such as to be 5.5% of the A ordinary shares in issue after exercise.

RESERVES

Exchange differences of £686,000 arising on borrowings hedged against equity investments in overseas subsidiaries, and related tax charges of £206,000 have been offset in the reserves of the Group and the Company.

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

All amounts disclosed in the consolidated cash flow statement relate to continuing activities.

Reconciliation of operating profit/(loss) to net cash inflow from operating activities

Cash outflows in respect of exceptional items during the year ended 31 December 2001 amounted to £440,000.

Movements in the Group’s net debt can be analysed as follows:

Non-cash transactions for bank and debenture loans represent the amortisation of finance fees, and changes in the maturity of debt. Non-cash transactions for finance leases represent the inception of new loans. £277,000 of the cash balance at 31 December 2001 was subject to restrictions (2000: £264,000).

PENSION COMMITMENTS

Defined contribution scheme

The Group operates a defined contribution pension scheme under which the executive directors and certain employees are eligible, the latter on the basis of age and length of service. For defined contribution schemes, costs are charged to the profit and loss account as incurred. The total pension cost for the Group under this scheme was £376,000 (2000: £403,000).

Defined benefit scheme

As of 12 October 1998, the Group started a defined benefit pension scheme under which certain employees are eligible, the Coutts Consulting Group Civil Service Replacement Benefit Scheme (the “CS scheme”). The CS scheme is funded by the payment of contributions to separately trustee administered funds. Group contributions to the CS Scheme for the year ended 31 December 2001 were £134,000 (2000: £67,000).

A full actuarial valuation of the CS Scheme was performed as at 12 October 2001. This used the attained age method (considered most appropriate for a scheme with a small membership), and assumed a financial yield up to retirement of 7% per annum net of expenses, a financial yield after retirement of 6% per annum net, salary increases of 5% per annum, and no withdrawals. The market value of assets at the date of valuation was £354,000, which was 71% of the actuarial liabilities. The Group contribution rate for future service has been agreed at 45% of pensionable pay, and the Group will make additional contributions at a higher rate yet to be agreed in order to eliminate the deficiency of assets.

Financial Reporting Standard 17 ‘Retirement Benefits’

The Group has continued to account for pensions in accordance with SSAP 24, “Accounting for Pension Costs.” A new Financial Reporting Standard 17, Retirement Benefits, (“FRS 17”), was issued in November 2000 but it will not be mandatory for the Group and Company to comply fully with FRS 17 until the end of the 2003 financial year. Phased transitional disclosures, however, are required from this year onwards and these, to the extent not covered above, are provided below.

The actuarial valuation as at 12 October 2001 has been updated to 31 December 2001, in accordance with the advice of a qualified actuary using the projected unit method.

a) Actuarial assumptions

The major assumptions used in the calculation required under FRS 17 were:

PENSION COMMITMENTS (continued)

b) Scheme assets

The deficit in the scheme and the expected rate of return were

This was the first actuarial valuation of the scheme since inception.

c) Analysis of reserves

Had FRS 17 been adopted for the current year, the profit and loss reserve would have been adjusted as follows:

CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

Neither the Group nor the Company had any capital commitments or contingent liabilities at 31 December 2001.

RELATED PARTY TRANSACTIONS

At 31 December 2001, the Company owed 3i Group plc £10,369,500 (2000: £10,369,500) in respect of unsecured loan stock. Interest charged by 3i Group plc on the loan stock for the period amounted to £742,386 (2000: £682,395). 3i Group plc is a related party of the Company as a result of its shareholding in the Company. During the year the Company paid fees of £25,000 (2000: £25,000) to a subsidiary of 3i Group plc.

NON-EQUITY MINORITY INTERESTS

Coutts Consulting Group Limited (“CCG”), a subsidiary of the Company, has on issue 5,000,000 5p cumulative convertible redeemable preference shares of 5p each, and 3,750,000 8p second cumulative convertible redeemable preference shares of 5p each, of which 325,000 and 1,220,000 respectively are owned by shareholders outside the Company.

The 5p (net) cumulative convertible redeemable preference shares of 5p each (‘first convertible preference shares’) are redeemable, at the discretion of CCG, from 31 May 2005 at 100p per share and those outstanding must be redeemed at 100p per share on 30 September 2005.

These first convertible preference shares carry no voting rights unless (a) at the date of any notice convening any General Meeting, the dividend on such shares is six months or more in arrears, or (b) if the business of any General Meeting includes consideration for reducing the share capital of CCG or including the purchase of CCG’s own shares or otherwise varying the rights attaching to such shares.

On the winding up of CCG, the surplus assets of CCG shall first be applied to paying any arrears of dividend, secondly to repaying the nominal capital paid up on the shares and thirdly, paying to the holders of such shares a fixed premium of 95 pence per share.

The 8p (net) second cumulative convertible redeemable preference shares of 5p each (‘second convertible preference shares’) are redeemable, at the discretion of CCG, from 31 May 2008 at 100p per share and those outstanding must be redeemed at 100p per share on 30 September 2010.

These second convertible preference shares carry no voting rights unless (a) at the date of any notice convening any General Meeting, the dividend on such shares is six months or more in arrears, or (b) if the business of any General Meeting includes consideration for reducing the share capital of CCG or including the purchase of CCG’s own shares or otherwise varying the rights attaching to such shares.

On the winding up of CCG, the surplus assets of CCG shall first be applied to paying any arrears of dividend, secondly to repaying the nominal capital paid up on the shares and thirdly, paying to the holders of such shares a fixed premium of 95 pence per share, after having first met the distribution requirements attaching to the first convertible preference shares.

SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED KINGDOM AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United Kingdom (“UK GAAP”), which differ in certain material respects from those generally accepted in the United States (“US GAAP”).

The following is a summary of the adjustments to profit/(loss) for the financial year and shareholders’ (deficit)/equity required when reconciling such amounts recorded in the consolidated financial statements to the corresponding amounts in accordance with US GAAP.

Revenue recognition

Under the accounting standards of the United Kingdom, Atlas recognizes career transition revenue for the services provided, upon the estimated performance of its obligations under its service contracts. Revenue is recorded at the start of performance of services and is deferred on the balance sheet and recognized as the services are provided. For purposes of reconciling to US GAAP, career transition revenue has been adjusted to conform with the revenue recognition criteria under Staff Accounting Bulletin No. 101, “Revenue Recognition in Financial Statements.” Atlas’ career transition revenue has been adjusted to be recognised on a straight-line basis over the lives of programmes.

Goodwill

Under UK GAAP, costs of acquisition in excess of the fair value of the attributable net assets of acquired businesses at the date of acquisition must be capitalised and amortised over the estimated period of benefit. UK GAAP permits amendments to be made to the provisional fair value of assets and liabilities acquired, with a corresponding adjustment to goodwill, in the financial statements for the first full financial year following the acquisition. As a result, adjustments may be made in the financial year subsequent to the year of acquisition. Under US GAAP, due to a shorter timeframe, not all such subsequent adjustments may be made to goodwill.

Where the payment of consideration for an acquisition is to be made after the date of acquisition and is contingent upon uncertain future events, such as the future performance of the acquired company, UK GAAP requires reasonable estimates of the fair value amounts expected to be paid to be included in the cost of acquisition. US GAAP requires such contingent consideration to be recorded against goodwill only once the additional consideration is known with virtual certainty.

SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED KINGDOM AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (Continued)

Derivative instruments

All of Atlas’ transactions in derivative financial instruments are undertaken for risk management purposes and are accounted for as hedging transactions under UK GAAP. Under UK GAAP, these derivative financial instruments are recorded at appropriate historical amounts.

For purposes of reconciling to US GAAP, the fair value of these derivative financial instruments was recorded to the balance sheet on adoption of Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” issued by the Financial Accounting Standards Board. Subsequent gains and losses related to changes in fair value have been calculated under the provisions of SFAS No. 133 and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities –  an amendment of FASB Statement No. 133.” Accordingly, adjustments have been made to recognise the adoption of these statements and to record these subsequent gains and losses directly into earnings.

Pension cost

In the Atlas’ consolidated financial statements, pension costs are accounted for in accordance with SSAP 24, “Accounting for Pension Costs,” with costs being charged to income over employees’estimated working lives. Under US GAAP, pension costs are determined in accordance with the requirements of SFAS No. 87 “Employers’Accounting for Pensions”and SFAS No. 88, “Employers’Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.” Differences between the UK and US GAAP figures arise from the requirement to use different methods and assumptions for valuing scheme assets and a different method of amortising surpluses or deficits.

Deferred taxation

Under UK GAAP, deferred taxes are only provided to the extent an asset or liability is expected to crystallise. Under US GAAP, the Company has applied SFAS No. 109, “Accounting for Income Taxes” for all periods presented. SFAS No. 109 requires an asset and liability method of accounting whereby deferred taxes are recognised for the tax consequences of all temporary differences between the financial statement carrying amounts and the related tax bases of assets and liabilities. Under US GAAP, the effect on deferred taxes of a change in tax rate is recognised in income in the period that includes the enactment date. SFAS No. 109 requires deferred tax assets to be reduced by a valuation allowance if, based on the weight of available evidence, including cumulative losses in recent years, it is more likely than not that some portion or all of the deferred tax assets will not be realised.

During the years ended 31 December 2000 and 2001, valuation allowances of £1.9 million and £2.1 million, respectively, were recorded to reduce its deferred tax assets to estimated realisable value. The valuation allowance relates to the deferred tax assets arising from loss carryforwards attributable to the entities in the UK, Italy and the Netherlands.

The losses in Italy and the Netherlands are primarily operating losses while those in the UK comprise of capital losses and excess management charges. The losses in the UK are restricted in that they may be used to offset only certain types of income. Based on the historical levels and composition of income in these jurisdictions and projections of future income, management believes that it is more likely than not that the benefits of these tax assets will not be realised. However, if estimates of taxable income are revised, the amount of the deferred tax assets considered realisable may be adjusted in the future.

Minority interest

Due to the change in revenue recognition under US GAAP described above, the accounting for Atlas’minority interest provisions has been revised accordingly.

SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED KINGDOM AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (Continued)

Profit/(loss)

Shareholders’ deficit

Rollforward analysis of shareholders’ (deficit) / equity

SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED KINGDOM AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (Continued)

Consolidated statement of cash flows

The consolidated statement of cash flows prepared under UK GAAP presents substantially the same information as that required under US GAAP by SFAS No. 95, “Statements of Cash Flows”. These standards differ, however, with regard to classification of items within the statements and as regards the definition of cash and cash equivalents.

Under UK GAAP cash flows are presented separately for operating activities, returns on investments and servicing of finance, taxation, capital expenditure, acquisitions and disposal and financing activities. US GAAP, however, requires only three categories of cash flow activity to be reported: operating, investing and financing. Cash flows from taxation and returns on investments and servicing of finance shown under UK GAAP would be included as operating activities under US GAAP. The payment of dividends would be included as a financing activity under US GAAP. Under US GAAP overdrafts and restricted cash are not included in the definition of cash and cash equivalents, movements on the overdraft and restricted cash are treated as a financing cash flow.

Summary statements of cash flows presented under US GAAP are given below:

Recently issued accounting pronouncements

SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 133 “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), subsequently amended by SFAS No. 137 and SFAS No. 138. SFAS No. 133 requires the Company to record all derivatives on the balance sheet at fair value. Changes in derivative fair values will either be recognized in earnings as offsets to the changes in fair value of related hedged assets, liabilities and firm commitments or, for forecasted transactions, deferred and recorded as a component of other accumulated comprehensive income until the hedged transactions occur and are recognised in earnings. The ineffective portion of a hedging derivative’s change in fair value will be immediately recognised in earnings.

The Company adopted SFAS 133 on 1 January 2001. The transitional adjustment at this date, of £14,000, has been reported as the cumulative effect of an accounting change.

SUMMARY OF DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED KINGDOM AND ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (Continued)

SFAS No. 141, “Business Combinations”

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141 “Business Combinations”(“SFAS 141”). SFAS 141 requires the purchase method of accounting for business combinations initiated after 30 June 2001 and eliminates the pooling-of-interests method. The Company does not believe that the adoption of SFAS 141 will have a significant impact on its financial statements.

SFAS No. 142, “Goodwill and Other Intangible Assets”

In June 2001, the Financial Accounting Standards Board issued SFAS No. 142 “Goodwill and Other Intangible Assets” (“SFAS 142”), which is effective 1 January 2002. SFAS 142 requires, among other things, the discontinuance of goodwill amortisation. In addition, the standard includes provisions for the reclassification of certain existing recognised intangibles as goodwill, reassessment of the useful lives of existing recognised intangibles, reclassification of certain intangibles out of previously reported goodwill and the identification of reporting units for purposes of assessing potential future impairments of goodwill. SFAS 142 also requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is currently assessing, but has not yet determined, the impact of SFAS 142 on its financial position and results of operations.

SFAS No. 143, “Accounting for Asset Retirement Obligations”

In June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred. SFAS 143 is effective for fiscal years beginning after 15 June 2002. The Company is currently assessing, but has not yet determined, the impact of adoption on its consolidated financial position or results of operations.

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”

In August 2001, the Financial Accounting Standards Board issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”(“SFAS No. 144”). SFAS No. 144, which supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of”(“SFAS No. 121), provides a single accounting model for long-lived assets to be disposed of. SFAS No. 144 does not apply to goodwill and other intangible assets that are not amortised. SFAS No. 144 is effective for fiscal years beginning after 15 December 2001. The Company is assessing, but has not yet determined, the impact of adoption on its consolidated financial position or results of operations.

SUBSEQUENT EVENT

On 22 March 2002, the shareholders of Atlas sold all shares to Right Management Consultants, Inc. (“Right”). In addition, as part of this purchase, the Company’s bank debts and shareholder loans were repaid in full. The consideration consisted of £37,743,680 in cash and an aggregate of £3,813,196 by the issuance of loan notes by one of the subsidiaries of Right to four individual sellers of the shares.