30 Sep 2011 07:00
30 September 2011 iPoint-media plc ("iPoint" or "the Company") Half Yearly Report
iPoint (AIM: IPNT) announces its half yearly report for the six month period ended 30 June 2010.
Directors' ReportFollowing the restructuring of the Company's debt and business at the end of2010, the Company has been focusing on its investment policy, which is to seekto acquire or invest in companies in the technology sector in Europe, the FarEast and North America. Full details of the Company's investment policy areavailable on the Company's website www.ipoint-media.co.uk.During the period under review we have reviewed several potential projects andwe remain hopeful that we can find a target capable of fulfilling the Company'sinvestment criteria and build shareholder value. We look forward to updatingshareholders on this development shortly.Under the terms of AIM Rule 15, the Company has until 13 December 2011, being12 months from the date on which the investment policy was approved byshareholders, to implement its investment policy. If the investment policy hasnot been implemented by this date, trading in the Company's shares will besuspended at 7:30 a.m. on 14 December 2011 and the Company will remainprovisionally suspended for six months, following which, if it would remain thecase that the Company fails to undertake a reverse takeover or otherwiseimplement its investment policy, it would be proposed to cancel the admissionof the Company's shares with effect from 7:00 a.m. on 14 June 2012.
Financials
During the period under review there has been no operating activity and consequently the Company has not generated any revenue.
The Group generated no revenue for the six month period ended 30 June 2011compared to £283,276 for the period ended 30 June 2010 and gross profit for thesix month period ended 30 June 2011 of £nil compared to £237,053 for theprevious period. The loss before tax in 2010 was £756,238 compared to £33,365in 2011. The previous period relates to the operation of the Company's formeroperating subsidiaries (iPoint Media Ltd and All New Video (UK) Limited), inwhich, following the completion of the restructuring, the Company retains onlya minor residual interest.Going ConcernAt 31 December the Company had reduced its stake in its subsidiary undertakingsto less than 10%. The Company incurred a net loss of £33,365 during the 6 monthperiod to 30 June 2011 with no revenues being generated. The level of cash isonly £35,853 at which level it is difficult to sustain activity with norevenues being generated. The cash balance in September 2011 was £21,267.The Company's strategy has changed since the restructuring at the end of 2010.The Company is now a shell company listed on AIM. The aim is to carry out adeal by December 2011, for which fundraising will be required, at the veryleast to cover the transaction costs. The directors are currently reviewing anumber of projects and investment opportunities.
Outlook
The directors believe that the Company is well placed to progress as we look toapply its investment policy focused on the technology sector. We have evaluateda number of projects and investment opportunities and are currently in earlydiscussions with one potential target project which would meet our investmentcriteria. We look forward to updating shareholders on this development shortly.I would like to take this opportunity to thank the board and our shareholdersfor their support.Robert HayimActing ChairmanDated: 29 September 2011Enquiries:iPoint Media Plc +972 3606 1600 Simon Marks Cairn Financial Advisers LLP +44 20 7148 7900 Liam Murray / Avi Robinson Income Statement
For the six months ended 30 June 2011
Six months Six months Year ended 31 December ended ended 2010 30 June 30 June (audited) 2011 2010 (unaudited) (unaudited) CONTINUING OPERATIONS £ £ £ Revenue - 283,276 - Cost of sales - (46,223) - Gross profit - 237,053 - Research and development - (353,175) - Selling and marketing - (205,282) - Administrative expenses (33,365) (273,667) (528,736) Other income - - 100,000
Loss from ordinary activities before (33,365) (595,071) (428,736) income tax and finance costs
Net finance costs - (161,167) (144,152) Loss before income tax (33,365) (756,238) (572,888)
Tax on loss on ordinary activities - - - Net loss from ordinary activities (33,365) (756,238) (572,888) Basic and diluted earnings per share (0.02p) (0.4p)
(0.38p) DISCONTINUED OPERATIONS
Loss for the year from discontinued
(804,420)operations
Gain on disposal of discontinued
1,496,447operations -----------------------
Net profit/(loss) for the year from
692,027discontinued operations -----------------------
Net profit/(loss) for the year
119,139
Other comprehensive (expense)/income Translation difference on overseas
(20,827)operations -----------------------
Total comprehensive profit/(loss) for
98,312the year ==========
Loss per share- basic and diluted
From discontinued operations 0.46p ==========
The results for the six months ended 30 June 2011 and 30 June 2010 have been prepared on the basis that all operations are continuing operations.
Balance SheetAs at 30 June 2011 As at As at As at 31 December 20 30 June 30 June 10 2011 2010 (audited) (unaudited) (unaudited) £ £ £ Assets Non-current Assets Intangible assets - 200,511 - Fixed asset investments 49,900 - 49,900 Property, plant & equipment - 40,160 - 49,900 240,671 49,900 Current assets Trade receivables - 18,851 - Other receivables 11,010 32,288 108,699 Cash & cash equivalents 35,853 421,200 8,732 46,863 472,339 117,431 Total assets 96,763 713,010 167,331 Equity and liabilities Share capital and reserves Issued capital 623,301 623,301 623,301 Share premium account 3,729,817 3,729,817 3,729,817 Other components of equity 372,973 524,538 372,973 Reverse acquisition reserves - 1,098,894 - Merger reserve 6,797,313 854,146 6,797,313 Retained earnings (11,468,147) (7,514,911) (11,434,782) Translation reserve - (123,431) - Total equity 55,257 (807,646) 88,622 Non-current liabilities - 732,744 - Current liabilities Trade & other payables 41,506 262,213 78,709 Related party - 2,470 - Deferred income - 79,502 - Short-term borrowing - 443,727 - Total current liabilities 41,506 787,912 78,709 Total liabilities 41,506 1,520,656 78,709 Total equity and liabilities 96,763 713,010 167,331 Cash Flow Statement
For the six months ended 30 June 2011
Six months Six months Year ended ended ended 31 December 2010 30 June 30 June (audited) 2011 2010 (unaudited) (unaudited) £ £ £ From continuing operations Cash flows from operating activities Cash receipts from customers - 531,572 - Cash paid to suppliers and (72,879) (1,097,676) (265,811) employees Cash absorbed by operations (72,879) (566,104) (265,811) Interest paid - (65,821) (70,934) Interest received - - -
Net cash outflow from operating (72,879) (631,925) (336,745)
activities
Cash flow from investing activities
Purchase of equipment - (11,278) - Exchange differences on fixed - (1,632) - assets depreciation/cost
Net cash outflow used in investing - (12,910) -
activities Cash flows from financing activities Proceeds from issue of shares - 204,494 161,335 Proceeds from issue of loan - 519,002 519,002 Less: costs of issue - (154,242) (53,978) Share options exercised - - 5,134 Amounts received from related 100,000 undertaking Loan to subsidiary - - (727,694)
Net cash flows used in financing 100,000 569,254 (96,201)
activities Exchange differences - (20,827) - Net increase in cash and cash 27,121 (96,408) (432,946) equivalents
Cash and cash equivalents brought 8,732 259,038 441,678
forward
Cash and cash equivalents carried 35,853 162,630 8,732
forward Represented by: Positive cash balance 35,853 421,200 8,732 Short-term bank borrowing - (258,570) - 35,853 162,630 8,732 Cash Flow Statement
For the six months ended 30 June
2011 Year ended 31 December 2010 (audited) £ from discontinued operations Cash flows from operating 517,951activities Cash receipts from customers (1,359,274) Cash paid to suppliers and ----------------------employees (841,323) Cash absorbed by operations (42,039) Interest paid --------------------- (883,362)
Net cash inflow/(outflow) from
operating activities Cash flows from investing (5,872)activities Purchase of equipment -
Exchange differences on fixed
344,180
assets depreciation and cost Loans and overdrafts eliminated on ----------------------disposal of subsidiaries 338,308
Net cash inflow/(outflow) used in
investing activities Cash flows from financing 727,694activities Loan from parent ---------------------- 727,694
Net cash inflow used in financing
-activities Exchange differences ---------------------- 182,640 Net increase in cash and cash (182,640)equivalents Cash and cash equivalents brought ----------------------forward - Cash and cash equivalents carried ==========forward Represented by: - Cash balances - Short-term borrowings ---------------------- - ==========
Unaudited Group Statement of Changes in Equity
For the six months ended 30 June 2011
Share Share Other Translation Reverse Merger Retained Total capital premium components reserve acquisition reserve earnings of equity reserve £ £ £ £ £ £ £ £ At 1 January 593,933 3,577,075 448,175 (102,604) 1,098,894 854,146 (6,758,673) (289,054)2010
Shares issued 27,993 171,366 - - - - - 199,359 in period for cash Issue of share - - 5,616 - - - - 5,616 options Shares issued 500 7,000 - - - - - 7,500 in period for services Issue of share 875 4,259 - - - - - 5,134 options Share issue - (29,883) (24,095) - - -
- (53,978) costs Notes discount - - 94,842 - - - - 94,842 Total - - - (20,827) - - (756,238) (777,065)comprehensive income for the period At 30 June 623,301 3,729,817 524,538 (123,431) 1,098,894 854,146 (7,514,911) (807,646)2010 Share based - - 20,891 - - - - 20,891 payments Total - - - - - - 875,377 875,377 comprehensive income for the period Arising on - - (172,456) (123,431) (1,098,894) 5,943,167 (4,795,248) - disposal of subsidiaries At 31 December 623,301 3,729,817 372,973 - - 6,797,313 (11,434,782) 88,622 2010 Total - - - - - - (33,365) (33,365) comprehensive income for the period At 30 June 623,301 3,729,817 372,973 - - 6,797,313 (11,468,147) 55,257 2011
Notes to the Interim Financial Statements for the six months ended 30 June 2011
1. Basis of preparation
The interim financial statements include the financial position of the Companyas at 30 June 2011 and the results of the Group's operations for the six monthsthen ended. They have been prepared on accounting bases and policies that areconsistent with those used in the preparation of the financial statements forthe year ended 31 December 2010.
These interim financial statements have been prepared under the historical cost convention.
These interim consolidated financial statements are for the six months ended 30June 2010. They have been prepared in accordance with IAS 34, Interim FinancialReporting. These interim financial statements have been prepared in accordancewith those IFRS standards and IFRIC interpretations issued and effective orissued and early adopted as at the time of preparing these statements(September 2010). The IFRS standards and IFRIC interpretations that will beapplicable at 31 December 2010, including those that will be applicable on anoptional basis, are not known with certainty at the time of preparing theseinterim financial statements. The policies set out below have been consistentlyapplied to all the years presented.The information set out in this interim report for the six months ended 30 June2011 does not constitute statutory accounts as defined by section 434 of theCompanies Act 2006. The statutory accounts for the year ended 31 December 2010,incorporating an unqualified auditor's report, have been filed with theRegistrar of Companies.
The Company underwent a major restructuring during the year resulting in the Company cancelling all of its outstanding debt to the loan note holders and reducing its holding in its former operating subsidiaries to retain only a residual interest of approximately 5.48%.
The Company's investment strategy has changed since the restructure. TheCompany is now a shell company listed on AIM. The aim is to carry out a deal byDecember 2011, for which fundraising will be required, at the very least tocover the transaction costs. The directors are currently reviewing a number ofprojects and investment opportunities and believe that the Company is wellplaced to progress. However, if a deal is not carried out by December 2011 thedirectors would have to consider the future of the company.
2. Loss per share
The basic loss per share is calculated by dividing the loss attributable toequity shareholders by the weighted average number of shares in issue. Incalculating the diluted loss per share, share options outstanding have beentaken into account where the impact of these is diluted. Options were excludedfrom the calculation of the total diluted number of shares, as the impact ofthese is anti-dilutive.
The weighted average number of shares in the period was:
Six months Six months Year ended ended ended 31 December 30 June 30 June 2010 2011 2010 (audited) (unaudited) (unaudited) Total 148,970,525 188,054,742 148,970,525 Loss attributable to equity (33,365) (756,238) (572,888)
shareholders of the parent from
continuing operations Profit attributable to equity 692,027
shareholders of the parent from
discontinued operations
Basic and diluted loss per share - (0.02p) (0.4p) (0.38)p
continuing
Basic and diluted profit per share 0.46p
- discontinued 3. Dividends
No dividends have been declared for the six months ended 30 June 2011.
4. Copies of the Interim Results
Copies of the Interim Results are available on the Company's website www.ipoint-media.co.uk.
IPOINT-MEDIA PLCINDEPENDENT REVIEW REPORT
INTERIM REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2011
We have been engaged by the company to review the condensed set of financialstatements in the interim report for the six months ended 30 June 2011 whichcomprises the income statement, consolidated balance sheet, interim statementof changes in shareholders' equity, interim cash flow statement, and relatednotes. We have read the other information contained in the interim report andconsidered whether it contains any apparent misstatements or materialinconsistencies with the information in the condensed set of financialstatements.
Directors' Responsibilities
The interim report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim report in accordance with the AIM rules. As disclosed in note 1, the annual financial statements of the iPoint-media plc are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim report has been prepared in accordance with International Accounting Standard 34, ``Interim Financial Reporting,'' as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim report based on our review.
Our report has been prepared in accordance with the terms of our engagement toassist the company in meeting the requirements of the rules of the London StockExchange for companies trading securities on the Alternative Investment Marketand for no other purpose. No person is entitled to rely on this report unlesssuch a person is a person entitled to rely on this report by virtue of and forthe purpose of our terms of engagement or has been expressly authorised to doso by our prior consent. Save as above, we do not accept responsibility forthis report to any other person or for any other purpose and we herebyexpressly disclaim any and all such liability.
Scope of Review
We conducted our review in accordance with International Standard on ReviewEngagements (UK and Ireland) 2410, ``Review of Interim Financial InformationPerformed by the Independent Auditor of the Entity'' issued by the AuditingPractices Board for use in the United Kingdom. A review of interim financialinformation consists of making enquiries, primarily of persons responsible forfinancial and accounting matters, and applying analytical and other reviewprocedures. A review is substantially less in scope than an audit conducted inaccordance with International Standards on Auditing (UK and Ireland) andconsequently does not enable us to obtain assurance that we would become awareof all significant matters that might be identified in an audit. Accordingly,we do not express an audit opinion.
Emphasis of matter - going concern
In forming our opinion, which is not qualified, we have considered the adequacyof the disclosures made within the accounting policies concerning the Company'sability to continue as a going concern. The Company incurred a net loss of £33,365 during the six months ended 30 June 2011. This, along with other mattersexplained within the accounting policies indicates the existence of a materialuncertainty which may cast significant doubt about the Company's ability tocontinue as a going concern. The financial statements do not include theadjustments that would result of the Company was unable to continue as a goingconcern.ConclusionBased on our review, nothing has come to our attention that causes us tobelieve that the condensed set of financial statements in the interim reportfor the six months ended 30 June 2011 is not prepared, in all materialrespects, in accordance with International Accounting Standard 34 as adopted bythe European Union.haysmacintyreChartered Accountants Fairfax HouseRegistered Auditors 15 Fulwood PlaceLondonWC1V 6AY
29 September 2011
XLON