Final Results and Board Changes

RNS Number : 8094G

Tavistock Investments PLC

12 May 2014

 

TAVISTOCK INVESTMENTS PLC

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2013

BOARD CHANGES

12 May 2014

Tavistock Investments Plc ("Tavistock" or "Company") today announces the Company's results for the year ended 31 December 2013.  These are anticipated to be the last set of results to have been adversely affected by the Company's discontinued software business.

The year to 31 December 2013 was one in which the Company was fundamentally restructured and as such the directors of Tavistock caution that the Profit and Loss Account cannot be considered to be representative of the Company's normal performance or to provide an indication as to its future potential.

In July 2013 shareholders approved the adoption of a new investment strategy and the disposal of the Company's loss making software businesses. The losses from those businesses until 29 July 2013 contributed significantly to the reported loss for the period.

Having drawn a line under the past, the Company has been working to identify and progress acquisition opportunities and to put in place a new, able and experienced management team to enable the rebuilding of shareholder value to commence in earnest.  As part of this process the Company is pleased to announce today the appointment of a new group chief executive and two new non-executive directors who have significant knowledge and experience of the financial services sector on which it has chosen to focus its investment strategy.

Brian Raven, Chief Executive

Brian Raven is Chairman of Blacksquare Limited, a discretionary fund management business and has been involved in the financial services sector since 2010. He has a wide range of business experience, having held many sales and general management posts at senior management and board level, including running public companies on both AIM and the Official List. Most notably, in 1991 Brian founded Card Clear Plc, a business engaged in combating the fraudulent use of plastic payment cards. He led the company until 1998 by which time it was an international group, traded on AIM, with a market capitalisation of some £100 million.  The business subsequently changed its name and traded as Retail Decisions Plc.  As a principal, Brian has been responsible for identifying, negotiating and integrating numerous acquisitions, as well as for delivering organic growth.

Roderic Rennison, Non-executive Director

Roderic Rennison has spent more than 35 years in financial services encompassing a variety of roles including sales, strategy, product development, proposition, operations and latterly acquisitions, mergers, and integrations together with corporate affairs, risk and regulatory matters.  He provides consultancy services in the financial services sector to a range of providers, fund managers and intermediaries and particularly specialises on RDR, for which he chaired the professionalism and reputation work stream within the Financial Services Authority.  Roderic is a member of the Chartered Insurance Institute's Disciplinary Committee, having previously been a member of its Professional Standards Board and Executive Board.

Philip Young, Non-executive Director

Following completion of his law degree and Diploma in Legal Practice, Philip began his career in 1996 at a small financial consultancy business specialising in complex regulatory issues, CCL, in Macclesfield. Phil moved to Bankhall Investment Associates Ltd in 1998, where he worked initially in the compliance area, then moved to become Commercial Manager for Bankhall's e-commerce department. In 2003 he set up threesixty services LLP and threesixty support LLP, with a number of colleagues, and became an equity partner. threesixty has grown to become one of the most significant forces in adviser support in the UK, providing professional business services to over 700 firms with more than 7,000 advisers. threesixty was sold to Standard Life Plc in 2010, after which Philip was appointed Managing Director and continues to run the business today.

Additional disclosures in relation to the new directors of the Company are set out at the end of this announcement.

As the results announced today represent the final period in which the Company operated the SocialGO business, Dominic Wheatley, the founder of the Company, and Lord Astor have today resigned as non-executive directors of Tavistock and the Board would like to thank them for their contribution and service to shareholders during the transition from one area of business to another.

The Board has made considerable progress with the implementation of the Company's new investment strategy and I look forward to updating shareholders on that progress in the near future.

Oliver Cooke

Chairman

Results from operations

The Group made a loss from operations for the year of £516,000 (2012: £1,542,000).

Other administrative expenses were the main component of the loss on ordinary activities during the year ended 31 December 2013.  Revenue was £176,000 (2012: £562,000) and cost of sales, £114,000 (2012: £294,000)

Disposal of SocialGO business

On 29 July 2013, the Company disposed of its entire operating business, SocialGO to DWAV Limited for a nominal consideration of £1. Neil Goodall, Brett Morris, Alex Halliday Steve Hardman and Ian Livingstone resigned as directors on the same date.

Fundraising and Capital Reorganisation

On 29 July 2013, the Company's ordinary shares of 1 pence each were subdivided into one new ordinary share of 0.01 pence each and one deferred share of 0.99 pence each.

On the same date, the Company raised £200,000 (before expenses) of additional working capital through a placing of 400,000,000 new ordinary shares at a price of 0.05 pence per share and 35,000,000 New Ordinary Shares were issued as settlement for professional fees.

On 4 November 2013 the Company placed 328,571,429 new ordinary shares of 0.01 pence each with new and existing investors at a price of 0.07 pence per share raising £230,000, before expenses. The net proceeds of the placing were used for ongoing working capital.

Investing Policy

Following the disposal of the SocialGO business, the Company became an Investing Company under the AIM Rules and its investing policy is to either acquire or invest in a business or businesses which have some or all of the following characteristics:

·     Strong management with a proven track record;

·     Ready for investment without the need for material re-structuring by the Company;

·     Generating positive cash flows or imminently likely to do so;

·     Via an injection of new finances or specialist management, the Company can enhance the prospects and therefore the future value of the investment;

·     Able to benefit from the Directors' existing network of contacts; and

·     Potential to deliver significant returns for the Company.

The Company is focused on opportunities within the financial services sector located in the United Kingdom but may consider investments in other sectors or in other geographical regions that the Directors have expertise in.

Loss per share

Basic and diluted loss per share for the year of 0.07p (2012: 0.33p).

TAVISTOCK INVESTMENTS PLC

(formerly SocialGO plc)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2013

		2013	2012
	Note	£'000	£'000
Revenue - discontinued activities	3	176	562
Cost of sales - discontinued activities		(113)	(294)
		------------	------------
Gross profit- discontinued activities		63	268
Research and development costs		(57)	(102)
Research and development credit		-	121
Impairment of goodwill		-	(697)
Administrative expenses - other		(429)	(1,132)
Total administrative expenses		(486)	(1,810)
		--------------	--------------
Loss from operations	4	(423)	(1,542)
Analysis of Loss from operations:
Discontinued activities		(194)	(1,542)
Continuing activities		(229)	-
Loss on disposal of discontinued operations		(92)	-
Interest payable		(2)	-
Finance income		1	1
		--------------	--------------
Loss before and after tax and total comprehensive income for the year	6	(516)	(1,541)
		======	======
Loss per share
Basic and diluted	7	(0.07) p	(0.33)p
		======	=======

TAVISTOCK INVESTMENTS PLC

(formerly SocialGO plc)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2013

	Share capital	Share premium	Merger reserve	Retained deficit	Shares to be issued	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
31 December 2011	7,194	11,512	(118)	(17,002)	210	1,796
Share based payment charge	-	-	-	62	-	62
Issue of shares - acquisition of Get On
With It Limited	58	17	-	-	(75)	-
Issue of shares and warrants - broker fees
consideration	25	-	-	-	-	25
Loss before and after tax and total
comprehensive income	-	-	-	(1,541)	-	(1,541)
	-----------	-------------	----------	----------------	------------	------------
31 December 2012	7,277	11,529	(118)	(18,481)	135	342
	------------	-------------	----------	---------------	------------	-----------
31 December 2012	7,277	11,529	(118)	(18,481)	135	342
Issue of shares	194	358	-	-	(135)	417
Reserves transfers	-	-	118	(123)	-	(5)
Loss before and after tax and total
comprehensive income	-	-	-	(516)	-	(516)
	-----------	----------	----------	----------	----------	-----------
31 December 2013	7,471	11,887	-	(19,120)	-	238
	-----------	----------	----------	----------	----------	-----------

TAVISTOCK INVESTMENTS PLC

(formerly SocialGO plc)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2013

		Group		Group
		2013	2013	2012	2012
		£'000	£'000	£'0000	£'000
ASSETS
Non-current assets
Property, plant and equipment	8		-		3
Intangible assets	9		-		628
			-----------------		-----------------
Total non-current assets			-		631
Current assets
Trade and other receivables	10	43		132
Cash and cash equivalents	12	324		32
		-----------------		-----------------
Total current assets			367		164
			-----------------		-----------------
Total assets			367		795
LIABILITIES
Non-current liabilities
Deferred R&D credits	11		-		(92)
			-----------------		-----------------
Total non-current liabilities			-		(92)
Current liabilities
Trade and other payables	11	(5)		(103)
Deferred R&D credits	11	-		(36)
VAT and social security liabilities	11	-		(39)
Accruals	11	(124)		(183)
		-----------------		-----------------
Total current liabilities			(129)		(361)
			------------------		--------------
Total liabilities			(129)		(453)
			------------------		--------------
Total net assets			238		342
			=========		=======
Capital and reserves attributable to owners
of the parent
Share capital	13		7,471		7,277
Share premium			11,887		11,529
Merger reserve			-		(118)
Retained deficit			(19,120)		(18,481)
Shares to be issued			-		135
			------------------		--------------
Total equity			238		342
			=========		=======

TAVISTOCK INVESTMENTS PLC

(formerly SocialGO plc)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2013

		2013		2012
		£'000	£'000	£'0000	£'000
Cash flows from operating activities
Loss before tax			(516)		(1,541)
Share based payments			-		62
Depreciation on property plant and equipment			-		4
Amortisation of intangible assets			-		457
Impairment of intangible assets			-		697
Loss on disposal of discontinued operations			92		-
Finance income			(1)		(1)
			-----------------		-----------------
Cash flows from operating activities before changes
in working capital			(425)		(322)
(Increase)/decrease in trade and other receivables			(43)		140
(Decrease)/increase in trade and other payables			(30)		24
			-----------------		--------------
Cash used in operations			(498)		(158)
Investing activities
Capitalised R&D expenditure		-		(183)
Finance income		1		1
Net cash on hive down of subsidiary		372		-
		-----------------		-----------------
Net cash generated from/(used in) investing activities			373		(182)
Financing activities
Issue of new share capital (net of costs)		417		25
		-----------------		-----------------
Net cash from financing activities			417		25
			-----------------		--------------
Net increase/(decrease) in cash and cash equivalents			292		(315)
Cash and cash equivalents at beginning of the year			32		347
			------------------		--------------
Cash and cash equivalents at end of the year			324		32
			=========		=======

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2013

1.            ACCOUNTING POLICIES

Principal accounting policies

The Company is a public company incorporated and domiciled in the United Kingdom. The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRSs") and those parts of the Companies Act 2006 which apply to companies preparing their financial statements under IFRSs.

The current period under review is the 12 month period ended 31 December 2013.

Changes in accounting policies

a)    New standards, interpretations and amendments effective from 1 January 2013

None of the standards, interpretations or amendments effective in this financial period have had a material impact on the financial statements.

b)    New standards, interpretations and amendments not yet effective

None of the new standards, interpretations or amendments issued but not yet effective is expected to have a material effect on the financial statements.

Going concern

As the Group is currently seeking investment opportunities, the directors are of the opinion that the current cash reserves are sufficient to cover the current minimal overheads of the Group for at least twelve months from the approval of the financial statements.

The Company does not any credit facilities. In the event the Company required further funds for investment purposes, a fund raising exercise would be proposed with existing and potential new investors.

Accordingly, the directors believe the going concern basis to be appropriate.

Basis of Consolidation

The consolidated financial statements incorporate the results of Tavistock Investments Plc and its subsidiary undertaking, SocialGO Development Limited until 29 July 2013.

Merger accounting

Applying the exemption from the requirement to restate pre-transition date acquisitions available under IFRS1, merged subsidiary undertakings are treated as if they had always been a member of the Group.  Any difference between the nominal value of the shares acquired by the Company and those issued by the Company to acquire them is taken to the merger reserve. Assets and liabilities are included at their merger date book values.

               Purchase accounting

The results of subsidiary undertakings acquired prior to 1 April 2010 are taken from the date on which control is obtained. For acquisitions qualifying as 'business combinations' any difference between the fair value of separately identifiable assets, liabilities and contingent liabilities acquired and the consideration paid is treated as goodwill in the consolidated statement of financial position. There have been no business combinations after 1 April 2010.

Revenue recognition

Revenue relates to subscription fees for SocialGO services, funds received from Catalis SE under a distribution agreement and sales of ancillary products for the period up to 29 July 2013.

Goodwill

Goodwill results from the acquisition of subsidiaries and corresponds to the difference between the fair value of the acquisition consideration and the fair value of the assets, liabilities and contingent liabilities identified at the date of acquisition. Goodwill is not amortised, but it is subject to an annual impairment review.

Foreign currency

Transactions entered into by group entities in a currency other than the currency of the primary economic environment in which they operate (their "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the statement of financial position date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the profit or loss.

On consolidation, the results of overseas operations are translated into sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the statement of financial position date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised directly in equity (the "foreign exchange reserve"). No material differences arise on translation.

Financial assets

Loans and receivables: These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset. They are carried at amortised cost using the effective interest rate method.

Cash and cash equivalents: Cash and cash equivalents include cash in hand and deposits held at call with banks.

Financial liabilities

Other financial liabilities: Other financial liabilities include trade payables and other short-term monetary liabilities, which are recognised at fair value on initial recognition and subsequently carried at amortised cost using the effective interest method.

Share capital

Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group's ordinary shares are classified as equity instruments.

Share based payments 

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income on a straight line basis over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of goods and services received.  If it is not possible to identify the fair value of these goods or services provided, the statement of comprehensive income is charged with the fair value of the options granted.

Fair value is calculated using the Black-Scholes model, details of which are given in note 14.

Externally acquired intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. The amortisation expense is included within the administrative expenses line in the consolidated statement of comprehensive income.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights.

Where assets are acquired in transactions that do not meet the definition of a 'business combination', the assets are treated as acquired at cost, being the fair value of consideration.

The significant intangibles recognised by the group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:

Externally acquired intangible assets

SocialGO Intellectual property rights    5 years                                                               

Internally generated intangible assets (research and development costs)

Expenditure on internally developed products is capitalised if it can be demonstrated that:

·     it is technically feasible to develop the product for it to be sold;

·     adequate resources are available to complete the development;

·     there is an intention to complete and sell the product;

·     the group is able to sell the product;

·     sale of the product will generate future economic benefits; and

·     expenditure on the project can be measured reliably.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred.

Capitalised development costs are amortised on a straight-line basis over their useful economic life of five years. The amortisation expense is included within administrative expenses in the consolidated statement of comprehensive income.

Property, plant and equipment

Property, plant and equipment are stated at cost net of accumulated depreciation and provision for impairment. Depreciation is provided on all property plant and equipment, at rates calculated to write off the cost less estimated residual value, of each asset on a straight-line basis over its expected useful life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful economic life.

The method of depreciation for each class of depreciable asset is:

Computer equipment                                  -    3 years straight line  

Office fixtures, fittings & equipment    -    3 years straight line

Impairment of Assets

Impairment tests on goodwill and capitalised development are undertaken annually at the financial period end. The recoverable value of goodwill is estimated on the basis of value in use. Value in use is defined as the present value relating to the cash generating units with which the goodwill is associated. When value in use is less than the book value, impairment is recorded and is irreversible.

Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.  Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.  Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit (i.e. the lowest group of assets in which the asset belongs for which there are separately identifiable cash flows).

The carrying value of property, plant and equipment is assessed if there is an indication of impairment. Any impairment is charged to the statement of comprehensive income.

Impairment charges are included in the administrative expenses line item in the consolidated statement of comprehensive income. 

Taxation and deferred taxation

               Corporation tax payable is provided on taxable profits at prevailing rates.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on:

·     the initial recognition of goodwill; and

·     the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit.

Recognition of deferred tax assets is restricted to those instances where it is probable that future taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Deferred tax assets and liabilities are offset when the group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

·     the same taxable group company; or

·     different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. 

Research and development tax credits

HMRC R&D tax credits have been accounted for using IAS 20 - Accounting for Government Grants and Disclosure of Government Assistance (para 2b).

Where there is an expectation that they will be recovered through a direct cash payment (which is not a repayment of previously paid corporation taxes) rather than as a credit against corporation taxes or a deduction from taxable profits, an R&D credit is treated as a government grant.  The receivable is recognised once there is reasonable assurance that the conditions necessary for a successful claim have been met and that the payment will be received; this is generally the date at which the claim is submitted to HMRC.  To the extent that the tax credit relates to R&D expenditure capitalised, the income associated with the tax credit is deferred and recognised in profit or loss over the periods in which the related asset is amortised, otherwise the credit is recognised immediately.

2.            CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. These judgements and estimates are based on managements' best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. Information about such judgements and estimations is contained below, as well as in the accounting policies and accompanying notes to the financial statements.

Impairment of goodwill and intangible assets

The group is required to test, on an annual basis, whether goodwill and capitalised research and development costs have suffered any impairment. Other intangible assets are tested whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. More information including carrying values is included in note 9.

Impairment of goodwill and intangible assets

The Group has impaired goodwill in the amount of £Nil in the period (31 December 2012 - £697,000).

Capitalisation of development costs

In respect of the SocialGO business until 29 July 2013, the Group capitalised expenditure on internally developed products in line with the accounting policy set out in note 1.

Useful lives of intangible assets

Intangible assets are amortised over their useful lives. Useful lives are based on management's estimates of the period that the assets will generate revenue, which are periodically reviewed for continued appropriateness. Changes to estimates can result in significant variations in the carrying value and amounts charged to the consolidated statement

Research and development tax credits

The R&D tax credit scheme that the group takes advantage of is not within the scope of an IFRS.  In consequence, the group has applied the guidance in IAS 8.10-12 to devise an appropriate policy.  On the basis that the R&D tax credit will be recovered through a direct cash payment (which is not a repayment of previously paid corporation taxes) rather than as a credit against corporation taxes, a repayment of previously paid taxes or a deduction from taxable profits, it is treated as a government grant under IAS 20.  However where, due to changes in the circumstances of the group or changes in the rules applying to the R&D tax credit, the tax credit becomes more closely related to or reliant on profits chargeable to corporation tax, it might become more appropriate to treat subsequent payments as if they were within the scope of IAS 12 'Income taxes' with the associated benefit being recognised within taxation rather than operating profit.  

3.         SEGMENTAL INFORMATION

Until 29 July 2013, the Group's operations were structured to focus on the development and sale of SocialGO networks and all revenues arise from the sales of SocialGO. Those activities were operated through a common infrastructure and support functions and therefore, in the opinion of the Directors, its activities constituted one operating segment through which it provided services.

The Group operated in four main geographic areas:

		2013	2012
		£'000	£'000
	Revenue
	United Kingdom	28	192
	Unites States of America	110	274
	EU	10	30
	Other	28	66
		-----------	-----------
		176	562
		=====	=====

 All the Group's assets are UK based.

4.	LOSS FROM OPERATIONS	2013	2012
		£'000	£'000
	This is arrived at after charging/(crediting):
	Staff costs (see note 5)	144	615
	Depreciation	1	4
	Amortisation of intellectual property and capitalised development costs	113	457
	Impairment of Goodwill	-	697
	Exchange differences	-	10
	Development expenses	57	102
	HMRC R&D credit	-	(121)
	Auditors' remuneration in respect of Company	14	18
	Audit of subsidiary undertakings pursuant to legislation	-	18
	Auditors' remuneration - non-audit services - interim	-	3
	Share based payments - employee and director share options	-	43
	Share based payments - consultants and advisers share options	-	19
	Operating lease expense - property	1	41
5.	STAFF COSTS	2013	2012
		£'000	£'000
	Staff costs for all employees, including directors and development
	staff consist of:
	Wages, fees and salaries	133	568
	Social security costs	11	54
		-----------	-----------
		144	622
	Share based payment charge	-	43
		-----------	-----------
		144	665
		=====	======

£Nil (31 December 2012 - £13,000) of the share based payment charge relates to employees and £Nil (31 December 2012 - £30,000) relates to directors. There were no other benefits in kind.

		2013	2012
	The average number of employees of the group during the year	Number	Number
	was as follows:
	Management and administration	5	8
	Sales and support	2	5
	Development	2	8
		-----------	-----------
		9	21
		=====	======

The directors' emoluments are disclosed in the report of the remuneration committee.

The highest paid director during the period was paid £58,000 (2012: £54,000).

6.	TAXATION ON PROFIT FROM ORDINARY ACTIVITIES	2013	2012
		£'000	£'000
	Loss on ordinary activities before tax	(516)	(1,541)
		=====	======

The tax assessed for the period differs from the standard rate of corporation tax in the UK applied to profit before tax.

		2013	2012
		£'000	£'000
	The differences are explained below:
	Loss on ordinary activities at the standard rate of corporation tax in
	the UK of  23.25% (2012: 24%)	(120)	(370)
	Effects of:
	Losses transferred on disposal of operating business	100	-
	Unutilised losses carried forward	20	369
	Expenses not deductible for tax purposes	-	1
		-----------	-----------
	Current tax charge for year	-	-
		=====	======

             Deferred Tax

At 31 December 2013 the Group had no significant losses to be carried forward.  The value of the unprovided deferred tax asset is £Nil (2012: £3.75 million).

At 31 December 2013 the Group had no significant unclaimed capital allowances (2012: £218,000). The value of the unprovided deferred tax asset is calculated at £Nil (2012: £50,000).

7.	LOSS PER SHARE	2013	2012
		£'000	£'000
	Loss per share has been calculated using the following:
	Loss (£'000)	(516)	(1,541)
	Weighted average number of shares ('000s)	701,356	464,129
		--------------	---------------
	Basic and diluted loss per ordinary share	(0.07)p	(0.33)p
		=======	========

Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods.  There are no potentially dilutive shares in issue. Share options have not been included in the calculation of diluted loss per share because they are anti-dilutive for the periods presented.

The Company has outstanding issued warrants which are considered to be anti-dilutive to loss per share.

8.	PROPERTY, PLANT AND EQUIPMENT		Office fixtures
		Computer	fittings and
		equipment	equipment	Total
		£'000	£'000	£'000
	Cost
	Balance at 1 January 2013	146	32	178
	Disposals	(146)	(32)	(178)
		---------	--------------	---------------
	Balance at 31 December 2013	-	-	-
		---------	--------------	---------------
	Accumulated depreciation
	Balance at 1 January 2013	143	32	175
	Eliminated on disposal	(143)	(32)	(175)
		---------	--------------	---------------
	Balance at 31 December 2013	-	-	-
		---------	--------------	---------------
	Net Book Value
	At 31 December 2013	-	-	-
		=====	=====	=====
	At 31 December 2012	3	-	3
		====	=====	======

9.	INTANGIBLE ASSETS	Goodwill on	Capitalised	Intellectual
		Consolidation	Development	Property	Total
		£'000	£'000	£'000	£'000
	Cost
	Balance at 1 January 2013	1,529	1,350	635	3,514
	Disposals	(1,529)	(1,350)	(635)	(3,514)
		-----------	--------------	-------------	---------------
	Balance at 31 December 2013	-	-	-	-
		-----------	--------------	-------------	---------------
	Accumulated amortisation
	Balance at 1 January 2013	1,529	722	635	2,886
	Eliminated on disposal	(1,529)	(722)	(635)	(2,886)
		-----------	--------------	-------------	---------------
	Balance at 31 December 2013	-	-	-	-
		------------	--------------	-------------	---------------
	Net book Value
	At 31 December 2013	-	-	-	-
		======	======	======	=======
	At 31 December 2012	-	628	-	628
		======	======	======	=======
10.	TRADE AND OTHER RECEIVABLES			2013	2012
				£'000	£'000
	Trade receivables			-	72
	Prepayments and accrued income			13	59
	Other receivables - advances and loans			30	1
				-------------	---------------
	Total trade and other receivables			43	132
				======	=======

11.	LIABILITIES			2013	2012
				£'000	£'000
	Non-current liabilities
	Deferred R&D credits received			-	92
				=====	======
	Trade and other payables - current
	Trade payables			5	103
				-------------	---------------
				5	103
	Deferred R&D credits received			-	36
	VAT and social security liabilities			-	39
	Accruals			124	183
				-------------	---------------
				129	361
				======	=======

12.    FINANCIAL RISK MANAGEMENT 

The Group is exposed to risks that arise from its use of financial instruments. These financial instruments are within the current assets and current liabilities shown on the face of the statement of financial position and comprise the following:

				2013	2012
				£'000	£'000
	Loans and receivables
	Trade receivables			-	72
	Cash and cash equivalents			324	32
	Financial liabilities at amortised cost
	Trade and other payables			5	103
	Accruals			124	183
				======	=======

Credit risk

The Group did not have any credit risk at 31 December 2013.

Cash at bank and cash equivalents

The Group's policy in respect of cash and cash equivalents is to limit its exposure by reducing cash holding in the operating units and investing amounts that are not immediately required in funds that have low risk and are placed with a reputable bank.

Floating rate financial assets of £324,000 (2012: £32,000) comprise Sterling cash deposits on special interest bearing accounts. There are no fixed rate financial assets. 

				£'000	£'000
	At 31 December 2013 the Group had the following cash balances:
	Sterling (weighted average rate of interest 0.25% (2012: 0.25%)			324	30
	US Dollar (weighted average rate of interest 0.25% (2012: 0.25%)			-	2
				-------------	---------------
				324	32
				======	=======

All monetary assets and liabilities within the group are denominated in the functional currency of the operating unit in which they are held. All amounts stated at carrying value equate to fair value.

Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and repayments of its liabilities.

The Group's policy is to ensure that it will have sufficient cash to allow it to meet its liabilities when they become due and so cash holdings may be high during certain periods throughout the period.

The Group currently has no overdraft facility.

The table below illustrates the due date of trade payables:

				2013	2012
				£'000	£'000
	Current			5	48
	31 - 60 days			-	25
	61 - 90 days			-	6
	91 - 120 days			-	2
	121 and over			-	22
				-------------	---------------
				5	103
				======	=======

         Capital Disclosures

The Group's management define capital as the Group's equity share capital and reserves.

The Group's objective when maintaining capital is to safeguard the Group's ability to continue as a going concern, so that it can begin to provide returns for shareholders and benefits for other stakeholders.

The Group manages its capital structure and makes adjustments to it in the light of changes in the business and in economic conditions. In order to maintain or adjust the capital structure, the Group may from time to time issue new shares, based on working capital and product development requirements and current and future expectations of the Company's share price.

Share capital is used to raise cash and as direct payments to third parties for assets or services acquired.

          Market risk

Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.

The Group's functional currency is GBP.

At 31 December 2013, the group had the no balances in foreign currencies (following GBP amounts in USD balances: Bank £Nil; Trade receivables £Nil; and Trade payables £Nil (31 December 2012 - £2,000 Bank, £30,000 Trade Receivables and £46,000 Trade payables in USD).

Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Group considers the interest rates available when deciding where to place cash balances. The Group has no material exposure to interest rate risk.

13.    SHARE CAPITAL

				2013	2012
				£'000	£'000
	Called up share capital
	Allotted, called up and fully paid
	1,228,916,168 Ordinary shares of 0.01 pence each (2012: 453,678,073 shares of 1p)			122	4,536
	10,000,000 Ordinary "A" shares of 0.01 pence each (2012: Nil)			1	-
	30,450,078 Deferred shares of 9p each (2012: 30,450,078)			2,741	2,741
	465,344,739 Deferred "A" shares of 0.99 pence each (2012: Nil)			4,607	-
				-----------	-------------
				7,471	7,277
				-----------	-------------

On 18 June 2013 the company issued 11,666,666 Ordinary shares of 1p each.

On 29 July 2013 the company sub-divided Ordinary shares of 1 pence each into 1 Ordinary share of 0.01 pence and 1 deferred "A" share of 0.99p per Ordinary share. The company also issued 400,000,000 Ordinary shares for a cash consideration of £200,000 and 35,000,000 Ordinary shares as settlement of professional fees.

On 17 October 2013 the company issued 10,000,000 Ordinary "A" shares of 0.01 pence each for 0.07 pence per share.

On 4 November 2013 the company issued 328,571,429 Ordinary shares for 0.07 pence each.

At 31 December 2013, options were outstanding over 109,894,687 shares, (31 December 2012 -59,894,687), including options held by directors.

Unapproved Share Options

At 31 December 2013, 77,514,000 options were outstanding in respect of the ordinary shares under option agreements entered into by the Company.

27,514,000 options are exercisable at a price of between 1.25 pence and 149.50 pence per share.

50,000,000 options granted in November 2013 are exercisable at a price of 0.05 pence per share.

EMI Plan

At 31 December 2013 32,380,687 options were outstanding in respect of the ordinary shares under the EMI plan at a price of between 1.00 pence and 1.25 pence per share.

14.      SHARE BASED PAYMENT

		2013		2012
		Weighted		Weighted
		average price		average price
		(pence)	Number	(pence)	Number
	Outstanding at the beginning of the period	3.2	59,894,687	3.2	60,493,903
	Granted during the period	0.05	50,000,000	1.0	666,667
	Exercised during the period	-	-	-	-
	Lapsed during the period	-	-	3.1	(1,265,883)
		-------------	----------------	----------------	---------------------
	Outstanding at the end of the period	3.2	109,894	3.2	59,894,687
		=======	========	========	==========

The exercise price of options outstanding at the end of the year ranged between 0.05p and 149.5p (2012: 1.00p and 149.5p) and their weighted contractual life was 8.75 years (2012: 8.88 years).

Of the total number of options outstanding at the end of the period, 34,620,554 (2012: 34,620,554) had vested and were exercisable at the end of the year. The weighted average exercise price of the options outstanding at the end of the year was 1.8p (2012: 3.2p).

There were no shares exercised in the current year (2012: Nil). The weighted average fair value of each option granted during the current year was 0.05p (2012:  1.0p).

15.   RESERVES

Reserve                                     Description and purpose

Share capital                           Amount subscribed for share capital at nominal value.

Share premium                      Amount subscribed for share capital in excess of nominal value.

Merger reserve                      Amount of merger relief applied on acquisitions.

Retained deficit                     Cumulative net gains and losses recognised in the consolidated statement of comprehensive income.

Shares to be issued              Nominal value of deferred shares.

16.   RELATED PARTY TRANSACTIONS

Transactions between the Group and its subsidiaries, which are related parties of the Group, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are described below.

Non-executive directors Alex Halliday and Steve Hardman were two of the three vendors of Get On With It Limited. As part of the acquisition in January 2010 the vendors of Get On With It Limited were granted 23,333,332 1p ordinary shares to be issued between 2011 and 2014. 11,666,666 of these shares had been issued in earlier years. The remaining 11,666,666 shares were issued on 18 June 2013, 5,526,316 to Alex Halliday and 4,912,280 to Steve Hardman.

Warrants at 31 December 2013, including those that are deferred, held by individuals who were directors during the year, amounted to 38,743,421 (2012: 38,743,421), with Alex Halliday holding 19,817,105 (2012: 19,817,105), Dominic Wheatley 700,000 (2012: 700,000), Ian Livingstone 500,000 (2012: 500,000) and Steve Hardman 17,726,316 (2012: 17,726,316).

Share Options at 31 December 2013, held by individuals who were previously directors in the year amounted to 27,259,211 (2012: 27,259,211), with Alex Halliday holding 8,546,053 (2012: 8,546,053); Brett Morris 10,000,000 (2012: 10,000,000); Ian Livingstone 950,000 (2012: 950,000), Steve Hardman 7,763,158 (2012: 7,763,158).

Share Options at 31 December 2013, held by current directors amounted to 58,546,053 (2012: 8,546,053), with Lord Astor holding 26,500,000 (2012: 1,500,000) and Dominic Wheatley 32,046,053 (2012: 7,046,053).

During the year, the Group appointed Peterhouse Corporate Finance Limited as co-broker. Oliver Cooke, Chairman of the Company, serves as a non-executive director of Director of Peterhouse Corporate Finance Limited. As such, Oliver Cooke will not be responsible for agreeing the level of any fees paid to Peterhouse Corporate Finance Limited.  

17.    LICENCE COMMITMENTS

At 31 December 2013 the Group was committed to pay £Nil (2012: £32,644) under licensing agreements.

APPENDIX: INFORMATION ON DIRECTORS

(a)    Brian Kenneth Raven, 58, Chief Executive is currently or has been within the preceding five years a director or partner of the following companies or partnerships

Current	Within the Preceding Five Years
Blacksquare Limited	Blacksquare Capital LLP
	XL Communications Group Plc
	Foxwood Estates Limited
	Bullminster Unlimited

(b)   Roderic Henry Patrick Rennison, 58, Non-executive Director is currently or has been within the preceding five years a director or partner of the following companies or partnerships

Current	Within the Preceding Five Years
Ilador Properties Limited	Stripped Group Limited
Fyffes Court Management Company Limited	ATG Investment Managers Limited
Rennison Consulting Limited
Dalbar (Europe) Limited
The Ideas Lab Limited
Obsidian Financial Limited
Syndaxi Financial Planning Limited
Chalk Pit Cottage Management Company Limited
Saxon Mews Phase II Management Limited
Wilfred T Fry Limited
Wilfred T. Fry (Executor and Trustee) Limited
Wilfred T. Fry (Personal Financial Planning) Limited
Ilador Properties Limited

(c)    Philip Andrew Young, 40, Non-executive Director is currently or has been within the preceding five years a director or partner of the following companies or partnerships

Current	Within the Preceding Five Years
The Timebank (UK) Limited	Threesixty Services LLP
Threesixty Partnerships Limited	Threesixty Support LLP
	Threesixty IFA LLP
	IFA Marketplace Limited

(d)   Brian Raven was a director of Card Clear PLC until June 1998 when he and Oliver Cooke resigned as a consequence of having agreed to treat a payment, forming part of a severance package of a former director, as a consultancy fee to a Channel Islands company. There was no element of personal gain for Mr Raven in the payment made. Despite subsequently providing a full explanation and an apology for initially having misrepresented the true nature of the payment to one of Card Clear Plc's advisers, the incident led to an irreconcilable breakdown in the relationship with the adviser. Accordingly, Mr Raven considered that the interests of shareholders of Card Clear Plc would best be served by his resignation.

Brian Raven resigned as a non-executive director of Digital Graffiti Limited in February 1997. In October 1997 a creditor presented a petition for winding-up the company. In November 1997, an order was given in the High Court for the company to be wound-up. As at 14 January 1998, the date of the Official Receiver's report, Digital Graffiti Limited had an estimated deficiency as regards creditors of £146,961.

Impact Performance Limited, of which Brian Raven was a director, was the subject of a creditors' voluntary winding-up which was completed in August 1995. After the costs of the winding-up had been met, the holder of a debenture secured on the assets of the company received 8.17p per pound of the amount secured and there was no distribution to unsecured/other creditors or members which amounted to £86,666.

Brian Raven was non-executive chairman of XL Communications Group Plc, a company traded on AIM. On 14 January 1998 Mr Raven resigned as a director of XL Communications Limited, a subsidiary of XL Communications Group Plc. On 28 January 1998 XL Communications Group Plc requested a suspension of trading in its shares and warrants pending clarification of its financial position. On 30 January 1998 a receiver was appointed over the assets of that company. On 1 April 1998 the court granted a winding up order in respect of XL Communications Group Plc. The liquidator was the Official Receiver. As at 1 April 1998, the date of the winding up order, XL Communications Group Plc had an estimated deficiency of assets available for unsecured creditors of £482,353 and an estimated total deficiency of £1,528,028.

Broc Investments PLC of which Brian Raven and Oliver Cooke were both directors and the sole shareholders, was the object of a member's voluntary liquidation and was dissolved on 7 April 2000.

There is no further information to be disclosed on any of the three directors of the Company listed above pursuant to Schedule 2(g) of the AIM Rules for Companies.

For further information:

Tavistock Investments plc

Oliver Cooke, Executive Chairman                                                                                              Tel: [phone]

Northland Capital Partners Limited

William Vandyk                                                                                                                                   Tel: [phone]

Peterhouse Corporate Finance Limited

Jon Levinson/Lucy Williams                                                                                                           Tel: [phone]

 

END

 

 

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