Final Results

Archimedia Ventures PLC 29 June 2006 ARCHIMEDIA VENTURES PLC PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2005 CHAIRMAN'S STATEMENT During the period to 31 December, 2005 Archimedia was established as an investment company and its shares admitted to trading on the Alternative Investment Market on 31 March. Since that time, your Directors have reviewed many investment opportunities in the media and related sectors. In line with AIM regulations, trading in the company's shares was suspended on 3 April, 2006 pending the announcement of a reverse takeover and the company announced on that date that it had agreed Heads of Terms with an international distributor of films and television programmes and hoped that rapid progress would be made. The company with whom agreement had been reached has now withdrawn from the agreement and therefore this proposed transaction will not now proceed. Your Directors are reviewing other transactions and proposals and a further announcement will be made as soon as is appropriate. Archimedia is also continuing to review the development of formats for the internet based 'Victor Predictor' football prediction game, whose internet site has been revamped and will be relaunched shortly. Turnover during the period was Â£nil and expenses have been minimal, costs being principally those associated with the creation of the company and its admission to trading and the recurring costs thereof. At 31 May, the company had net cash of Â£140,000. Whilst disappointed that the completion of a significant transaction has been delayed, your Directors are confident that the options now being considered will lead to the building of value for shareholders. Noel Healy Chairman PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 DECEMBER 2005 Period ended 31 December 2005 Notes Â£ Administrative expenses (33,647) Operating loss 2 (33,647) Interest receivable 4 2,770 Loss on ordinary activities before taxation (30,877) Tax on loss on ordinary activities 5 - Loss on ordinary activities after taxation (30,877) Loss per share -Basic and diluted 6 0.28 pence The operating loss for the period arises from the company's continuing operations. There are no recognised gains and losses other than those passing through the profit and loss account. BALANCE SHEET AS AT 31 DECEMBER 2005 31 December 2005 Notes Â£ Fixed assets Intangible assets 7 5,798 Current assets Debtors 8 350 Cash at bank in hand 162,387 162,737 Creditors: amounts falling due within one year 9 (14,651) Net current assets 148,086 Total assets less current liabilities 153,884 Capital and reserves Called up share capital 11 116,917 Share premium account 12 67,844 Profit and loss account 12 (30,877) Shareholders' funds - equity interests 13 153,884 ARCHIMEDIA VENTURES PLC CASH FLOW STATEMENT FOR THE PERIOD ENDED 31 DECMEBER 2005 Period Period ended ended 31 July 31 July 2005 2005 Notes Â£ Â£ Net cash outflow from operating activities 14 (17,470) Returns on investments and servicing of finance Interest received 2,420 Net cash inflow from returns on investments and servicing of finance 2,420 Capital expenditure and financial investment Purchase of intangible fixed assets 6,479 Net cash outflow from capital expenditure and financial investment (6,479) Net cash flow before financing (21,529) Financing Issue of Ordinary Share capital 250,000 Costs of share issues (66,084) Net cash inflow from financing 183,916 Increase in cash 15 162,387 Reconciliation of net cash flow to net funds movement Â£ Net funds at 28 February 2005 - Increase in net cash per cashflow 162,387 Net funds at 31 December 2005 162,387 ARCHIMEDIA VENTURES PLC NOTES TO THE ACCOUNTS FOR THE PERIOD ENDED 31 DECEMBER 2005 1.1 Basis of preparation The accounts have been prepared in accordance with currently applicable Accounting Standards in the United Kingdom and under the historical cost convention. 1.2 Intangible fixed assets - licences Licences for the exploitation of intellectual property rights are recognised at cost (including associated acquisition costs) in cases where such rights are acquired from third parties. Licences are amortised over the shorter of their useful life or the period of the licence and are stated at amortised cost less any provision for permanent diminution in value. 1.3 Deferred taxation The accounting policy in respect of deferred tax reflects the requirements of FRS 19 - Deferred tax. Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. Deferred tax assets are recognised if there is a reasonable probability that an asset will crystallise in the foreseeable future. 2005 2 Operating loss Â£ Operating loss is stated after charging: Amortisation of intangible fixed assets 1,526 Auditors' remuneration - audit 4,500 - non audit 500 In addition to the above remuneration, fees payable to the auditors of Â£3,000 were charged to the share premium in respect of cost of issue of shares 3 Directors' emoluments 2005 Â£ Aggregate emoluments - The company has no employees. 4 Other income 2005 Â£ Interest receivable and similar income 2,770 5 Tax on loss on ordinary activities 2005 Â£ Current tax Factors affecting the tax charge for the period Loss on ordinary activities before taxation (30,877) Loss on ordinary activities before taxation multiplied by UK Corporation Tax at 19% (5,867) Effects of: Expenses not deducted for tax purposes 611 Movement in tax losses carried forward 5,256 Current tax charge - 6 Loss per share The calculation of the basic and diluted loss per share is based on the loss of ordinary activities after taxation of Â£30,877 and on a weighted average number of 10,681,175 Ordinary Shares in issue during the period. 7 Intangible fixed assets - licences 2005 Â£ Additions 7,324 Amortisation for period 1,526 Carried forward 5,798 During the period, the company acquired a two year licence for the non-internet rights to the 'Victor Predictor' football prediction game format. The total consideration of Â£7,324 including costs was satisfied partly by cash and partly by the issue of new Ordinary Shares. 8 Debtors 2005 Â£ Prepayments and accrued income 350 350 9 Creditors: amounts falling due within one year 2005 Â£ Accruals and deferred income 14,651 14,651 10 Provisions for liabilities and charges No deferred taxation liability arises in respect of the results of the period. The potential deferred tax asset of Â£5,256 has not been recognised in these accounts because there is insufficient certainty over its recoverability. 11 Share Capital 2005 Â£ Authorised 300,000,000 Ordinary Shares of 1p each 3,000,000 Allotted, called up and fully paid 11,691,660 Ordinary Shares of 1p each 116,917 Upon incorporation, the company's authorised share capital was 50,000 Ordinary Shares of Â£1 each. On incorporation, 2 Ordinary Shares of Â£1 each were issued, paid up as to one quarter each, to the subscribers to the memorandum of association. On 9 March 2005, each of the 2 issued shares and each of the unissued Ordinary Shares were divided into 100 Ordinary Shares of 1 pence each and the authorised share capital was increased to Â£3,000,000 by the creation of a further 295,000,000 Ordinary Shares of 1 pence each. On 10 March 2005, the 200 issued subscriber shares were fully paid up and a further 4,999,800 Ordinary Shares of 1p each were issued at par. On 31 March 2005, the company issued 6,666,660 Ordinary Shares of 1p each at a premium of 2 pence per share. On 5 August 2005, the company issued 25,000 Ordinary Shares of 1p each at a premium of 2.375p per share as part consideration for a two year licence for all non-internet rights in the 'Victor Predictor' concept. 12 Statement of movements on reserve Share premium Profit account and loss account Â£ Â£ Retained loss for the period (30,877) Premium on shares issued during the period 133,982 Cost of issue (66,084) Balance at 31 December 2005 67,844 (30,877) 13 Reconciliation of movements in shareholders' funds 2005 Â£ Loss for the financial period (30,877) New share capital subscribed for cash 183,916 New shares issued as consideration for licence 845 Net addition to shareholders' funds 153,884 Opening shareholders' funds - Closing shareholders' funds 153,884 14 Net cash outflow from operating activities 2005 Â£ Reconciliation to operating loss: Operating loss (33,647) Amortisation of intangible fixed assets 1526 Increase in creditors 14,651 (17,470) 15 Analysis of net funds At 28 February Cash flow At 31 December 2005 2005 Â£ Â£ Â£ Cash and short term deposits - 162,387 162,387 Net funds - 162,387 162,387 16 Other matters The financial information set out above does not constitute the Company's statutory accounts for the year ended 31 December 2005 (but is derived form those accounts). Statutory accounts for 2005 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors have reported on those accounts; their report was unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. The annual general meeting will be held at 12.00pm on Friday 28 July 2006 at the offices of City Financial Associates Limited, Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL. Copies of the report and accounts for the year ended 31 December 2005 will be sent to shareholders in due course. Further copies will be available from the offices of City Financial Associates Limited, Pountney Hill House, 6 Laurence Pountney Hill, London EC4R 0BL. This information is provided by RNS The company news service from the London Stock Exchange

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