Final Results

AZURE HOLDINGS PLC                               

                      PRELIMINARY ANNOUNCEMENT OF RESULTS                      

                          YEAR ENDED 31 DECEMBER 2004                          

Chairman's Statement

I 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, the
Company entered into discussions with an acquisition target but the board could
not 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 are
focused on keeping overheads to a minimum.

Nicolas Greenstone

Chairman

23 June 2005

Profit and loss account

for 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 sheet

as 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 statement

for 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 announcement

for the year ended 31 December 2004                                            

 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 2003 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 statement 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 2004. Copies of
the Company's Report and Financial Statements will be sent to shareholders
shortly 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 a going concern basis in
accordance with applicable United Kingdom Accounting Standards.

The directors have adopted this basis as they consider that the company has
sufficient working capital to meet its obligations as they fall due.
Chiddingfold Investments Limited, has agreed to fund the company's working
capital requirements for a period until 30 June 2006, to the extent that such
costs are not covered by other fund raisings or reverse acquisition
transactions.

During the year the Company made losses of £345,000 and had net liabilities at
31 December 2004 of £69,000.

The directors continue to actively seek suitable targets 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. Basis of consolidation
   
The consolidated financial statements include the financial statements of the
Company and have been prepared using both merger accounting principles and
acquisition accounting principles.

The Company has not presented its own profit and loss account as permitted by
Section 230(3) of the Companies Act 1985. The Company's loss for the financial
year was £345,000.

4. Loss per share

Loss per share are calculated on a net basis 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 Group
share 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 the
standard rate of corporation tax in the United Kingdom (30%). The differences
are 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           45
tax losses                                                                   
                                                                             
                                                               -            -
                                                                             

At 31 December 2004, the company had accumulated tax losses of £817,627 arising
form management expenses and £1,476,749 of capital losses.

 8. Dividends
   
The Directors are not proposing the payment of a dividend in respect of the
year ended 31 December, 2004.