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28 Jun 2013 07:00
Armstrong Ventures Plc
("Armstrong Ventures" or the "Company"
Final Results for the year ended 31 December 2012
Armstrong Ventures is pleased to announce its final results for the year ended 31 December 2012. This is my first report since being appointed Chairman in July 2012.
During the year under review there has been no operating activity and consequently the Company has not generated any revenue. The Company recorded a loss of £120,997 and a loss per share of 0.016p. This compares to a corresponding loss last year of £46,915 and a loss per share of 0.031p.
In June 2012, the Board announced the appointment of Peterhouse Corporate Finance Limited as broker to the Company and they conditionally placed £250,000 of zero coupon secured loan notes, which were convertible into new ordinary shares in the Company. The Placing was conditional on the Company undertaking a capital reorganisation, which was subject to shareholders' approval. A circular was sent to shareholders providing further information, inter-alia, on the Loan Notes and the share capital reorganisation of the Company, which the shareholders duly approved at a general meeting on 19 July 2012.
Mr. Robert Hayim and Mr. Simon Marks resigned from the board with effect from 19 July 2012.
At the meeting on 19 July 2012, the Shareholders also approved a new investment strategy of the Company: the Company will now seek to invest principally, but not exclusively, in the resources and energy sectors. The Company will initially focus on projects located in Asia but will also consider investments in other geographical regions. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings. Once a target has been identified, additional funds may need to be raised by the Company to complete a transaction. A further placing of £500,000 was carried out in July 2012 which gives us a reasonable amount of cash to enable us to continue to implement our investment strategy.
We have identified and reviewed a number of potential projects. Some of these are potentially capable of building shareholder value but none have so far emerged as suitable for investment. Where practical, the directors have taken steps to ensure exclusive opportunities for investigation.
There is ongoing concern over the pace of China's economic recovery with a direct knock on impact on the resource sector where it is very difficult to raise equity for small developing companies. The continuing weakness in some of the metal prices is a further disincentive to secure funding for these types of projects. Long dated assets are out of favour with investors whose preference is for near term cash flows.
The market conditions are very challenging in the sector that we operate in nonetheless we are looking for suitable opportunities and will keep shareholders informed.
Haresh Kanabar
Chairman
INCOME STATEMENTAND STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2012
2012 | 2011 | ||
Note | £ | £ | |
Administrative expenses | (121,491) | (46,915) | |
Other income | - | - | |
OPERATING LOSS | (121,491) | (46,915) | |
Loss on disposal of investments | (2,479) | - | |
Finance income | 2,973 | - | |
LOSS FOR THE YEAR BEFORE TAXATION | (120,997) | (46,915) | |
Tax on loss on ordinary activities | - | - | |
NET LOSS AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (120,997) | (46,915) | |
LOSS PER SHARE - basic and diluted | (0.016)p | (0.031)p |
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2012
Share capital | Share premium |
Other reserves (Note 20) |
Merger Reserve |
Retained losses |
Total equity | |
£ | £ | £ | £ | £ | ||
BALANCE AT 1 JANUARY 2011 | 623,301 | 3,729,817 | 372,973 | 6,797,313 | (11,434,782) | 88,622 |
Expiry of all options | - | - | (372,973) | - | 372,973 | - |
Total comprehensive loss for the year | - | - | - | - | (46,915) | (46,915) |
BALANCE AT 31 DECEMBER 2011 | 623,301 | 3,729,817 | - | 6,797,313 | (11,108,724) | 41,707 |
Loss for the year and total comprehensive loss for the year | - | - | - | - | (120,997) | (120,997) |
Transfer following disposal of subsidiary undertakings | - | - | - | (6,797,313) | 6,797,313 | - |
Issues of shares net of expenses | 195,059 | 532,441 | - | - | - | 727,500 |
BALANCE AT 31 DECEMBER 2012 | 818,360 | 4,262,258 | - | - | (4,432,408) | 648,210 |
STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2012
2012 | 2011 | ||
Note | £ | £ | |
NON-CURRENT ASSETS | |||
Available for sale investments | 9 | 49,900 | 49,900 |
49,900 | 49,900 | ||
CURRENT ASSETS | |||
Trade and other receivables | 10 | 128,579 | 1,715 |
Cash and cash equivalents | 11 | 500,951 | 1,589 |
629,530 | 3,304 | ||
TOTAL ASSETS | 679,430 | 53,204 | |
CURRENT LIABILITIES | |||
Trade and other payables | 12 | 31,220 | 11,497 |
31,220 | 11,497 | ||
NET ASSETS | 648,210 | 41,707 | |
EQUITY | |||
Share capital | 13 | 818,360 | 623,301 |
Share premium account | 13 | 4,262,258 | 3,729,817 |
Merger Reserve | - | 6,797,313 | |
Retained earnings | (4,432,408) | (11,108,724) | |
TOTAL EQUITY | 648,210 | 41,707 |
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2012
Notes | 2012 | 2011 | |
£ | £ | ||
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Loss before taxation | (120,997) | (46,915) | |
Adjustments for: | |||
Loss on disposal of trading investments | 2,479 | - | |
Operating cashflow before working capital changes | (118,518) | (46,915) | |
(Increase)/decrease in trade and other receivables | (10,912) | 6,984 | |
Increase/(decrease) in trade and other payables | 19,723 | (67,212) | |
Net cash outflow from operating activities | (109,707) | (107,143) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Investments purchased | (160,000) | - | |
Proceeds from investment disposals | 157,521 | - | |
Net cash outflow from investing activities | (2,479) | - | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from issue of shares | 611,548 | - | |
Cash injection following restructuring | - | 100,000 | |
Net cash inflow from financing activities | 611,548 | 100,000 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | 499,362 | (7,143) | |
Cash and cash equivalents brought forward | 1,589 | 8,732 | |
CASH AND CASH EQUIVALENTS CARRIED FORWARD | 11 | 500,951 | 1,589 |
NOTES TO THE FINANCIAL STATEMENTS
1. Basis of preparation
The financial information contained in this document does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. The figures for the year ended 31 December 2012 have been extracted from the audited statutory financial statements. The financial statements for the year ended 31 December 2011 received an unqualified auditors' report
2. Earnings per share
The basic earnings per share is based on the profit/(loss) for the year divided by the weighted average number of shares in issue during the year. The weighted average number of ordinary shares for the year ended 31 December 2012 assumes that all shares have been included in the computation based on the weighted average number of days since issue. | ||
2012 | 2011 | |
£ | £ | |
Loss attributable to equity holders of the Company: | ||
Continuing and total operations | (120,997) | (46,915) |
No of shares | No of shares | |
Weighted average number of ordinary shares in issue for basic and fully diluted earnings | 758,560,901 | 148,970,525 |
Pence per share | Pence per share | |
LOSS PER SHARE | ||
BASIC AND DILUTED: | ||
- Continuing and total operations | (0.016)p | (0.031)p |
3. Post year-end events
There have been no material events since the reporting date.
4. Distribution of Annual Report
A copy of the Annual Report and Financial Statements, together with a notice of the Annual General Meeting, will be sent to all shareholders shortly. Further copies will be available from the Company's registered address at Suite 9 Citibase Imperial House, St Nicholas Circle, Leicester, Leicestershire, LE1 4LF and from the Company's website, www.armstrongventures.com.
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