23rd Jun 2005 14:42
AZURE HOLDINGS PLC PRELIMINARY ANNOUNCEMENT OF RESULTS YEAR ENDED 31 DECEMBER 2004 Chairman's StatementI am pleased to present my report for the year ended 31 December 2004.Your Company is still seeking a suitable merger target. During the period, theCompany entered into discussions with an acquisition target but the board couldnot agree commercial terms and talks were terminated.Your board is pursuing other acquisition targets which, owing to their size,may result in a reverse takeover.In the meantime, the directors have agreed not to draw their salaries and arefocused on keeping overheads to a minimum.Nicolas GreenstoneChairman23 June 2005Profit and loss accountfor the year ended 31 December 2004 Year ended Year ended 31 31 December December 2004 2003 ‚£'000 ‚£'000 Administrative expenses (345) (86) Profit on disposal of investments - 10 Operating loss (345) (76) Loss on disposal of subsidiary undertakings - (74) Loss on ordinary activities before taxation (345) (150) Taxation - - Loss on ordinary activities after taxation (345) (150) Loss per share (0.86p) (4.14p) Fully diluted loss per share (0.86p) (4.14p) The Group has no recognised gains and losses other than the loss for the year.Balance sheetas at 31 December 2004 2004 2003 ‚£'000 ‚£'000 Current assets Debtors 7 7 Cash at bank and in hand 14 119 21 126 Creditors: amounts falling due within one year (90) (59) Net current (liabilities)/assets (69) 67 Total assets less current liabilities (69) 67 Capital and reserves Called up share capital 5,475 5,304 Share premium account 10,279 10,241 Profit and loss account (15,823) (15,478) Equity shareholders' (deficit)/funds (69) 67 Cash flow statementfor the year ended 31 December 2004 2004 2003 ‚£'000 ‚£'000 Cash outflow from operating activities (225) (76) Financing Issue of equity shares 120 195 (Decrease)/increase in cash in the year (105) 119 Notes to the preliminary announcementfor the year ended 31 December 2004 1. Basis of preparation The financial information in this announcement does not constitute statutoryfinancial statements as defined in Section 240 of the Companies Act 1985. Theinformation relating to the year ended 31 December 2003 is an extract from thestatutory accounts for that year, which have been delivered to the Registrar ofCompanies. The auditors' report on those accounts was unqualified and did notcontain any statement under section 237(2) or (3) of the Companies Act 1985.The auditors have indicated that they will issue an unqualified report on thestatutory financial statements for the year ended 31 December 2004. Copies ofthe Company's Report and Financial Statements will be sent to shareholdersshortly and will be available at the registered office of the Company: OneGreat Cumberland Place, London W1H 7AL . 2. Going concern The financial statements have been prepared on a going concern basis inaccordance with applicable United Kingdom Accounting Standards.The directors have adopted this basis as they consider that the company hassufficient working capital to meet its obligations as they fall due.Chiddingfold Investments Limited, has agreed to fund the company's workingcapital requirements for a period until 30 June 2006, to the extent that suchcosts are not covered by other fund raisings or reverse acquisitiontransactions.During the year the Company made losses of ‚£345,000 and had net liabilities at31 December 2004 of ‚£69,000.The directors continue to actively seek suitable targets for a reverseacquisition.The directors have therefore prepared the financial statements on the goingconcern basis. The financial statements do not include any adjustments thatmight arise if this basis was inappropriate. 3. Basis of consolidation The consolidated financial statements include the financial statements of theCompany and have been prepared using both merger accounting principles andacquisition accounting principles.The Company has not presented its own profit and loss account as permitted bySection 230(3) of the Companies Act 1985. The Company's loss for the financialyear was ‚£345,000.4. Loss per shareLoss per share are calculated on a net basis using the loss on ordinaryactivities and the weighted average number of shares detailed below.In calculating fully diluted loss per share, the weighted average number ofshares is adjusted for the effect of dilutive share options issued under Groupshare option schemes. 2004 2003 ‚£'000 ‚£'000 Basic and diluted losses attributable to ordinary (345) (150)shareholders Number Number Weighted average number of ordinary shares 39,767,965 3,625,812 Dilutive share options - - Adjusted weighted average number of ordinary shares 39,767,965 3,625,812 Loss per share (0.86p) (4.14p) Fully diluted loss per share (0.86p) (4.14p) 5. Reconciliation of operating loss to net cash outflow from operating activities 2004 2003 ‚£'000 ‚£'000 Operating loss (345) (76) Decrease in debtors - 48 Increase/(decrease) in creditors 31 (48) Creditor settled via issue of shares 89 - Net cash outflow from operating activities (225) (76) 6. Reserves Share Profit and Total premium loss account account ‚£'000 ‚£'000 ‚£'000 At 1 January 2004 10,241 (15,478) (5,237) Loss for the year - (345) (345) Issue of shares 38 - 38 At 31 December 2004 10,279 (15,823) (5,544) 7. Taxation Factors affecting taxation:The tax charge for the year does not equate to the loss before tax at thestandard rate of corporation tax in the United Kingdom (30%). The differencesare explained below: 2004 2003 ‚£'000 ‚£'000 Loss on ordinary activities before taxation (345) (150) Loss on ordinary activities multiplied by the (104) (45)standard rate of corporation tax in the United Kingdom of 30% (2003: 30%) Effect of non-deductible expenses and addition to 104 45tax losses - - At 31 December 2004, the company had accumulated tax losses of ‚£817,627 arisingform management expenses and ‚£1,476,749 of capital losses. 8. Dividends The Directors are not proposing the payment of a dividend in respect of theyear ended 31 December, 2004.ENDAZURE HOLDINGS PLCRelated Shares:
ValiRx