Final Results

Azure Holdings PLC
29 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 31
December 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 was
continuing to seek an acquisition and I am pleased we have a target and that the
transaction is moving forward.



Your Company not only has a new Board but also a new Nominated Adviser and
Broker and we are all working together to bring the proposed transaction to a
mutually satisfactory conclusion.



All parties are aware of the need to complete the transaction by the end of
September 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 ASSETS
Debtors                                                                                  1                7
Cash at bank and in hand                                                                 1               14

                                                                                         2               21
CREDITORS: 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            5,475
Share premium account                                                               10,279           10,279
Profit 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                                                                   -              120
Loans                                                                                   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.












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