ValiRx Regulatory News (VAL)

29 Jun 2006 12:20

Azure Holdings PLC29 June 2006 Azure Holdings plc REPORT AND FINANCIAL STATEMENTS For the year ended 31 December 2005 CHAIRMAN'S STATEMENT I am pleased to present my first Chairman's statement for the year ended 31December 2005. In the year to 31 December 2005 the Company announced a loss after taxation of£134,000 (2005: £345,000). My predecessor mentioned in his last Chairman's statement that the Company wascontinuing to seek an acquisition and I am pleased we have a target and that thetransaction is moving forward. Your Company not only has a new Board but also a new Nominated Adviser andBroker and we are all working together to bring the proposed transaction to amutually satisfactory conclusion. All parties are aware of the need to complete the transaction by the end ofSeptember and at the time of writing we remain on target to do so. Barry Gold Chairman 29 June 2006 AZURE HOLDINGS PLC PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 Note Total Total £'000 £'000 Administrative expenses (134) (345) OPERATING LOSS (134) (345) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (134) (345) Taxation - - LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (134) (345) LOSS PER SHARE 3 (0.28p) (0.86p) FULLY DILUTED LOSS PER SHARE 3 (0.28p) (0.86p) The Company has no recognised gains or losses other than the loss for the year. All activities are classed as continuing. AZURE HOLDINGS PLC BALANCE SHEET AT 31 DECEMBER 2005 2005 2004 £'000 £'000 CURRENT ASSETSDebtors 1 7Cash at bank and in hand 1 14 2 21CREDITORS: amounts falling due within one year (205) (90) NET CURRENT LIABILITIES (203) (69) TOTAL ASSETS LESS CURRENT LIABILITIES (203) (69) CAPITAL AND RESERVES Called up share capital 5,475 5,475Share premium account 10,279 10,279Profit and loss account (15,957) (15,823) EQUITY SHAREHOLDERS' FUNDS (203) (69) AZURE HOLDINGS PLC CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2005 2005 2004 £'000 £'000 CASH OUTFLOW FROM OPERATING ACTIVITIES (63) (225) FINANCING Issue of equity shares - 120Loans 50 - DECREASE IN CASH IN THE YEAR (13) (105) AZURE HOLDINGS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2005 1. Basis of preparation The financial information in this announcement does not constitute statutory financial statements as defined in Section 240 of the Companies Act 1985. The information relating to the year ended 31 December 2004 is an extract from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain any statements under section 237(2) or (3) of the Companies Act 1985. The auditors have indicated that they will issue an unqualified report on the statutory financial statements for the year ended 31 December 2005. Copies of the Company's Report and Financial Statements will be despatched to shareholders on 29 June 2006 and will be available at the registered office of the Company: One Great Cumberland Place, London W1H 7AL. 2. Going Concern The financial statements have been prepared on the going concern basis. During the year the company incurred a loss of £134,000 and had net liabilities at 31 December 2005 of £203,000. Since the year end, the company has raised £398,000 via the issue of convertible loan stock. The directors continue to actively seek a suitable target for a reverse acquisition. The directors have therefore prepared the financial statements on the going concern basis. The financial statements do not include any adjustments that might arise if this basis was inappropriate. 3. Loss per share Loss per share are calculated using the loss on ordinary activities and the weighted average number of shares detailed below. In calculating fully diluted loss per share, the weighted average number of shares is adjusted for the effect of dilutive share options issued under Company share option schemes. 2005 2004 £'000 £'000 Basic and diluted loss attributable to ordinary (134) (345) shareholders Number Number Weighted average number of ordinary shares 48,317,569 39,767,965 Dilutive share options - - Adjusted weighted average number of ordinary 48,317,569 39,767,965 shares Loss per share (0.28p) (0.86p) Fully diluted loss per share (0.28p) (0.86p) 4. Reconciliation of Operating Loss to Net Cash 2005 2004 Outflow from Operating Activities £'000 £'000 Operating Loss (134) (345) Decrease in debtors 6 - Increase in creditors 65 31 Creditor settled via issue of shares - 89 Net cash outflow from operating activities (63) (225) 5. Reserves Share premium Profit and loss Total account account £'000 £'000 £'000 At 1 January 2005 10,279 (15,823) (5,544) Loss for the year (134) (134) At 31 December 2005 10,279 (15,957) (5,678) 6. Taxation Factors affecting taxation: The tax charge for the year does not equate to the loss before tax at the standard rate of corporation tax in the United Kingdom (30%). The differences are explained below: 2005 2004 £'000 £'000 Loss on ordinary activities before taxation (134) (345) Loss on ordinary activities multiplied by the (40) (104) standard rate of corporation tax in the United Kingdom of 30% (2004:30%) Effect of non-deductible expenses and addition 40 104 to tax losses As 31 December 2005, the Company had accumulated tax losses of £950,000 (2004:£817,000) arising from management expenses and £1,477,000) of capital losses. A deferred tax asset has not been recognised in respect of these losses as they are not expected to be used in the foreseeable future. 7. Dividends The directors are not proposing the payment of a dividend in respect of the year ended 31 December 2005. This information is provided by RNS The company news service from the London Stock Exchange