Final Results
23 December 2005 - 7:43PM
UK Regulatory
RNS Number:1571W
Advance Visual Communications PLC
23 December 2005
Advance Visual Communications plc
(the 'Company')
Preliminary results for the year ended 30 June 2005
Chairman's Statement
Introduction
Since I took over the Chairmanship on 22 February of this year, when Milebeach
Limited subscribed for Loan Notes that were subsequently converted into ordinary
shares in Advance Communications Plc ("AVC"), the Board has continued to assess
investment opportunities to reverse a new business into AVC. To date we have
reviewed a number of such opportunities but they have not totally fulfilled our
investing strategy.
Results
Revenue for the year ended 30 June 2005 was #nil, which reflects the previous
close-down of the Group's remaining operating activities. Losses before and
after taxation for the year were #59,202 compared with a #112,320 loss before
and after taxation for the prior year.
The cash balances in the parent Company at the year end were #86,642, held in
the UK. By 30 November 2005 the cash balance in the parent Company had reduced
to #79,749. We are endeavouring to minimize the cash outflow.
Investing Strategy
The AIM rules require that where an AIM company has become a small cash shell it
is required to propose a resolution at its next annual general meeting adopting
an investing strategy and then to acquire a business within twelve months of
that annual general meeting. If no business is acquired in that twelve months
then the Company will be suspended for a further six months and thereafter loose
its listing.
The Board intends to adopt the following Investing Strategy:
"The Company is seeking to acquire a single company or business which will
benefit from being listed on AIM, which has experienced management and which has
the potential to develop into a substantial company within the business services
sector within Europe. The directors have extensive experience of investing in
private and public companies across a wide range of business sectors and are
actively evaluating acquisition opportunities on behalf of the Company.
The Company intends to complete this strategy within 12 months of the Annual
General Meeting, to be held on 30 December 2005. In the event that no
acquisition is made by 30 December 2006 the directors will make their
recommendations to shareholders in respect of the Company's future strategy,
including any return of funds."
Board changes
Barclay Douglas and Massoud Amiri, non-executive directors, have decided, due to
personal commitments, to leave the board, accordingly, Barclay Douglas will not
put himself forward for re-election at the forthcoming Annual General Meeting
and Massoud Amiri will resign at the conclusion of the Annual General Meeting.
On behalf of the board, I would like to express our thanks to them for their
work and contribution during their time with us.
Prospects
The Board is presently evaluating a number of investment opportunities and looks
forward to reporting to you further with a positive proposal.
Stephen Barclay
Non-Executive Chairman
22 December 2005
Consolidated Profit and Loss Account
Year ended 30 June 2005
"Consolidated profit and loss account" Year ended Year ended
30 June 30 June
2005 2004
# #
TURNOVER - -
Administration expenses (61,267) (139,142)
OPERATING LOSS (61,267) (139,142)
Profit on disposal and liquidation of subsidiaries - 22,527
Interest receivable (bank interest) 2,065 4,295
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (59,202) (112,320)
Tax on loss on ordinary activities - -
LOSS ON ORDINARY ACTIVITIES AFTER TAXATION FOR THE
FINANCIAL YEAR (59,202) (112,320)
LOSS PER ORDINARY SHARE (0.03)p (0.1)p
There were no recognised gains or losses in the year other than the loss
reported for the year.
Consolidated Balance Sheet
30 June 2005
"Consolidated balance sheet" 30 June 30 June
2005 2004
# #
as re-stated
CURRENT ASSETS
Debtors 5,819 -
Cash at bank and in hand 95,842 87,999
101,661 87,999
CREDITORS: amounts falling due within one year (29,356) (31,492)
NET CURRENT ASSETS 72,305 56,507
TOTAL ASSETS LESS CURRENT LIABILITIES 72,305 56,507
CAPITAL AND RESERVES
Called up share capital 1,684,672 1,615,755
Share premium account 6,640,976 6,634,893
Merger reserve - -
Profit and loss account (8,253,343) (8,194,141)
TOTAL EQUITY SHAREHOLDERS' FUNDS 72,305 56,507
Consolidated Cash Flow Statement
Year ended 30 June 2005
"Consolidated cash flow statement" Year ended Year ended
30 June 30 June
2005 2004
# #
Net cash outflow in respect of operating (69,222) (139,709)
activities
Returns on investments and servicing of finance
Interest received 2,065 4,295
Net cash inflow from returns on investments and
servicing of finance 2,065 4,295
Acquisitions and disposals
Distribution from subsidiary in liquidation - 22,527
Net cash inflow from acquisitions and disposals - 22,527
Net cash outflow before financing (67,157) (112,887)
Financing
Issue of ordinary share capital 75,000 -
Net cash inflow from financing 75,000 -
Increase/(decrease) in cash 7,843 (112,887)
Statement of Total Recognised Gains and Losses
Year ended 30 June 2005
"Statement of total recognised gains and losses" Year ended Year ended
30 June 30 June
2005 2004
# #
Loss for the financial year and total recognised losses
relating to the year
(59,202) (112,320)
Notes on the Preliminary Results
1. The financial information incorporated in this announcement does not
constitute full statutory accounts within the meaning of the Companies
Act 1985 but is derived from those accounts. Full accounts for the year
ended 30 June 2004 upon which MRI Moores Rowland LLP have given an
unqualified audit report have been filed with the Registrar of Companies.
Full accounts for the year ended 30 June 2005, upon which CLB Littlejohn
Frazer have given an unqualified audit report will be filed with the
Registrar of Companies in due course. Neither report contained statements
under Section 237(2) or (3) of the Companies Act 1985.
2. Atc "Notes to the accounts" /f ContentsCCOUNTING POLICIES
Basis of preparation of financial statements
The financial statements have been prepared under the historical cost
convention and in accordance with applicable United Kingdom accounting
standards. The particular accounting policies adopted are described below.
The Directors believe that the Company has adequate resources to continue
in operational existence for the foreseeable future. For this reason they
continue to adopt the going concern basis in preparing the financial
statements.
Basis of consolidation
The financial statements of the Company and its Group undertakings have
been consolidated to 30 June 2005. The results and cash flows relating to
a subsidiary or business are included in the consolidated profit and loss
account and consolidated cash flow statement from the date of acquisition
or up to the date of disposal.
Subsidiaries in liquidation are not consolidated in accordance with FRS 2
Accounting for subsidiary undertakings, as control has passed permanently
into the hands of the liquidators.
Acquisitions
On the acquisition of a company or business, fair values are attributed to
the Group's share of net separable assets. Where the cost of acquisition
exceeds the fair values attributable to such net assets, the difference is
treated as purchased goodwill and capitalised in the balance sheet in the
year of acquisition.
The results and cash flows relating to a subsidiary or business are
included in the consolidated profit and loss account and the consolidated
cash flow statement from the date of acquisition.
Goodwill and intangible fixed assets
For acquisitions of a company or business, purchased goodwill is
capitalised in the year in which it arises and amortised over its useful
economic life.
Capitalised purchased goodwill in respect of subsidiaries is included
within intangible fixed assets.
Patents and trademarks are valued at cost on acquisition less provision for
any impairment.
Foreign currency translations
The financial statements of the foreign subsidiary are translated into
sterling using historic rates of exchange in respect of the share capital
of the subsidiary, and using closing rates of exchange in respect of
current assets and liabilities. Differences arising from the translation of
current assets and liabilities of subsidiaries are reflected in the profit
and loss account. The average rate is used to translate the results of the
foreign subsidiary for the period.
Deferred taxation
Deferred taxation is provided in full on timing differences that result in
an obligation at the balance sheet date to pay more tax, or a right to pay
less tax, at a future date, at rates expected to apply when they
crystallise based on current tax rates and law. Timing differences arise
from the inclusion of items of income and expenditure in taxation
computations in periods different from those in which they are included in
financial statements. Deferred tax assets and liabilities are not
discounted. Deferred tax assets are recognised to the extent that there is
a reasonable expectation that they will be recovered.
Investments
Investments held as fixed asset investments are stated at cost less
provision for any impairment.
Pension
The Group operates a stakeholder pension scheme into which it makes no
employer contributions. The assets of the scheme are held separately from
the Group in independently and professionally administered funds.
3. TURNOVER
There was no turnover during the year.
The loss on ordinary activities before taxation is after write off/recovery
of intercompany debts and expenses. Excluding these accounting adjustments
the overseas operations did not trade in the years ended 30 June 2005 and
30 June 2004.
Net assets is split by geographical market as follows:
Year ended Year ended
30 June 30 June
2005 2004
# #
Net assets
United Kingdom 72,305 56,507
4. OPERATING LOSS
Year ended Year ended
30 June 30 June
2005 2004
Operating loss is after charging # #
Group and Company audit fee 5,000 11,500
Non audit services 2,068 -
5. DIRECTORS' EMOLUMENTS AND BENEFITS
Year ended Year ended
30 June 30 June
2005 2004
# #
Directors emoluments (excluding pension contributions) - -
Emoluments of highest paid director (excluding pension contributions) - -
During the year ended 30 June 2005 the Company was invoiced #3,427 and #1,175 by
service businesses in respect of J B Douglas and G P Leask respectively for
their services as Non-Executive directors.
No directors were members of a company pension scheme during the year (2004:
none).
6. TAX ON LOSS ON ORDINARY ACTIVITIES
Year ended Year ended
30 June 30 June
2005 2004
# #
UK corporation tax - -
Overseas taxation - -
Factors affecting tax charge for the current year
The tax credit for the year is less than that resulting from applying the
standard rate of corporation tax in the UK of 30% (2004: 30%). The differences
are explained below:
Year ended Year ended
30 June 30 June
2005 2004
# #
Loss on ordinary activities before taxation (59,202) (112,320)
Taxation at standard rate (17,851) (33,696)
Expenses not deductible for tax 1,763 -
Tax losses carried forward 16,088 33,696
Total tax charge for the year - -
Factors that may affect future tax charge
A deferred tax asset has not been recognised in respect of losses incurred in
the year, as there is insufficient evidence that the asset will be recovered.
7. RECONCILIATION OF MOVEMENTS IN EQUITY SHAREHOLDERS' FUNDS
Year ended Year ended
30 June 30 June
2005 2004
# #
Group
Loss for the financial year (59,202) (112,320)
Issue of shares 75,000 -
Net increase/(reduction) in equity shareholders' funds 15,798 (112,320)
Opening equity shareholders' funds 56,507 168,827
Closing equity shareholders' funds 72,305 56,507
8. RECONCILIATION OF OPERATING LOSS TO NET CASHFLOW FROM OPERATING ACTIVITIES
Year ended Year ended
30 June 30 June
2005 2004
# #
Operating loss (61,267) (139,142)
Loss before interest and tax (61,267) (139,142)
(Increase)/decrease in debtors (5,819) 15,175
Decrease in creditors (2,136) (15,742)
Net cash outflow in respect of operating activities (69,222) (139,709)
9. LOSS PER ORDINARY SHARE
The loss per share is calculated by dividing the loss attributable to
ordinary shareholders by the weighted average number of shares in issue
during the year. The calculations of loss per share are based on the
following losses and number of shares:
Year ended Year ended
30 June 30 June
2005 2004
Loss attributable to ordinary shareholders (#) (59,202) (112,320)
Weighted average number of ordinary shares 180,834,584 161,575,486
Loss per share (0.03)p (0.1)p
10. The Registered Office of the Company is 44 Southampton Buildings, London
WC2A 1AP. Copies of the Annual Report and Accounts may be obtained from
the Company Secretary at this address.
Enquiries:
Shore Capital:
Alex Borrelli 020 7408 4090
This information is provided by RNS
The company news service from the London Stock Exchange
END
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