Final Results

TV Commerce Holdings PLC
21 March 2006

  
                                                                   21 March 2006


                            TV Commerce Holdings PLC


TV Commerce Holdings PLC ('TV Commerce' or the 'Group'), the AIM-listed media 
and entertainment company specialising in TV, telephony entertainment content 
and broadcasting services, today reports its Preliminary Results for the 
year-ended 31 December 2005.


Highlights / recent activity

   •   Turnover of £723,992 with a pre-tax loss of £551,389 - in line with
       expectations

   •   Continued growth in 'Your Destiny TV' interactive show with
       benefits from the increasing integration of TV, telephony and 
       multi-media input.

   •   Launch of mobile phone gaming joint venture with Probability Games
       Corporation in July 2005

   •   Launch of TV Gaming is planned for 2006 under newly granted Play2Win
       licence, with increased opportunities for cross-selling to existing 
       customers.

   •   Production of content for third parties increases studio utilisation

   •   Group trading profitably and cash flow positive


Commenting on the results TV Commerce Chief Executive Vince Stanzione said:

'Building on our position within the interactive TV market, the Group has
broadened its appeal across a variety of integrated platforms. We've seen an
encouraging start to 2006 and the planned launch our new gaming formats should
see us reach an increasing customer base in the year ahead.'




For further information, please contact:


TV Commerce

Vince Stanzione                                     Tel: [phone]


First City Financial Ltd

Allan Piper                                         Tel: [phone]
                                                         [phone]

Seymour Pierce

Stuart Lane                                         Tel: [phone]



Chairman's statement

For the year ended 31 December 2005

I am pleased to report that the year to 31 December 2005 has been one of steady
progress for the Group, leaving us excellently positioned in what has become a
rapidly developing interactive media content market. Following our arrival on
AIM 13 months ago, development costs have led to losses in the year of £551,389
on sales of £723,992 but the Group is now trading profitably and is cash flow
positive.

We now offer a range of services that has carried us beyond our initial
positioning in the satellite TV sector. Alongside our highly successful 
'Your Destiny' programming, we have:

   •   expanded into premium rate mobile texting, with products such as the
       LIVE 85588 psychic line and the Match 69698 dating and chat service.

   •   taken our first step into the international marketplace with initial
       trials in the US and further trials planned for the Australian market.

   •   moved into the increasingly popular interactive TV gaming market with
       our planned Quiz Roulette and other games.

   •   expanded our production facilities to produce programming for other
       satellite and cable TV broadcasters.


As a result, we have established a broad range of complimentary platforms which
include mobile and fixed line telephony (using MMS, SMS, WAP and 3G) together
with internet and web TV.  Our key strength has become the appeal of our
services distributed through an integrated range of formats, to a growing
customer database.

Psychic & astrology-themed multi-media content

The 'Your Destiny' show continues to grow in strength and, from its
launch this year, has become a popular live interactive daytime programme. The
show is now broadcast on Sky on both RAJ TV - EPG 187 and Bonanza - EPG 165,
reaching approximately 8 million homes throughout the UK, Northern Ireland, the
Republic of Ireland and Europe.

Your Destiny TV features well-known psychics, astrologers and clairvoyants.
Viewers are able to interact with the show for one-to-one consultations via
premium rate telephone calls, text and multi-media messaging, which enables them
to send in photos for aura readings, samples of their handwriting and photos of
their palms for immediate reading.

What makes the programme unique is the speed of response and live nature of its
interaction with customers. Within 60 seconds of a customer sending a photo from
their phone with a question, our skilled presenters and psychics discuss the
content with them.

Our telephony partnership with Stream Group plc, announced on 10 March 2005, has
proven to be very successful with an excellent working relationship and similar
business culture of reacting quickly to customer demands and we continue to work
with them on a range of new and exciting projects.

Also on our behalf, Requestec Ltd handles over 800 text messages per day on our
behalf and we continue to work closely with them to develop TV-to-mobile as well
as photo and video messaging applications. In addition, by texting LIVE at any
time to 85588, an SMS short code owned by the Group, users can receive a
response from our psychic text service.

In September 2005, we launched a new dating and chat text service, promoted on
Your Destiny TV. By texting MATCH to 69698 and answering a number of relevant
questions, users are able to contact other users in a supervised environment
without revealing their identity. There is a strong overlap between customers
interested in psychic and chat/dating services which improves the success rate
in marketing MATCH to our existing Your Destiny TV customer database.

Following initial trials to expand Your Destiny TV in the USA earlier in the
year, we are now setting up similar trials in Australia and Germany.


Mobile casino gaming

On 17 July 2005, the Group announced a joint venture with Probability Games
Corporation plc for the Group to promote a mobile telephone casino ('the
Casino') developed by Probability Games. Profits from the joint venture are
split equally between the two companies.

The Casino includes games of blackjack, hi-low, roulette, poker and 'fortune 
teller' - a mobile fruit machine that also provides daily horoscopes C which 
are downloaded to the user!s mobile phone. All of the games carry TV Commerce 
station branding and related content, such as programme schedules and
promotions.

The games are free to download and have been tested on over 150 different
handsets, with full customer support. Customers can then choose to play free or
for as little as 10p per game with the chance to win cash prizes. The Casino is
the only gaming business in the UK to hold a Small E-Money Issuer Certificate
from the Financial Services Authority (FSA) and customers can top up their
account using SMS, IVR, Credit Card or Neteller.

One of the key features of the Casino is that it incorporates a unique age and
identity verification system to prevent underage gambling and fraud, with
automatic daily play limits.


TV gaming C Play2Win

On 10 March 2006, the Group announced that Ofcom had granted TV Commerce a new
broadcasting licence in the name of Play2Win.  The licence enables TV Commerce
to broadcast a selection of interactive games on TV, the first of which is 'Quiz
Roulette' which we plan to launch later in 2006.

Quiz Roulette invites viewers to call a premium rate number with the answer to a
skill-based question which, if answered correctly, enters them into a draw with
the possibility of winning a £25 credit to play roulette. The selected viewer
sees a graphical presentation of their bet being placed on the roulette table,
before seeing a presenter spin a real roulette wheel to provide the chance to
win.

The design and software content of the game is owned by TV Commerce, the rights
to which can be licensed to others users or markets.  Other games planned for
later launch include slot machine and scratch card formats such as Jungle Diva.

As well as profiting from the games, we also have the opportunity of earning
additional income from the database of players' telephone numbers generated. It
is likely that anyone who plays a competition or quiz on TV is interested in
games of skill or chance, enabling us to sell related products to that database.


Programme production for third parties

In order to maximise use of our TV production facilities, we continue to produce
content for third parties. To date, this has included commercials for Monstermob
plc and Carphone Warehouse, and chat show content for Chatterbox TV and other
shows.


Summary

We have come a long way in 2005, developing strong brands, infrastructure, and a
growing, loyal customer base. In 2006, trading in the first two months of the
year has been profitable and cash flow positive. With this in mind, the Board
remains confident of the outlook for the business within what continues to be an
exciting and rapidly expanding sector.



Andy Mintern
Chairman





Consolidated Profit and Loss Account
For the year ended 31 December 2005

                                                              2005         2004
                                                 Notes           £            £


GROUP TURNOVER                                             723,992       64,199

Cost of sales                                             (908,741)    (429,177)

                                                           -------      -------

GROSS LOSS                                                (184,749)    (364,978)

Administration expenses                                   (380,010)     (69,532)

                                                           -------      -------

GROUP OPERATING LOSS                                      (564,759)    (434,510)


Interest receivable and similar items                       13,514            -
Interest payable and similar charges                          (144)           -

                                                           -------      -------

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION               (551,389)    (434,510)

TAXATION                                                         -            -

                                                           -------      -------

LOSS AFTER TAXATION                                       (551,389)    (434,510)

                                                           -------      -------

Dividend                                                         -            -

RETAINED LOSS FOR THE YEAR                                (551,389)    (434,510)

                                                           =======      =======

Loss per ordinary share:
Basic loss per share (in pence)                    2          (1.0)p          -





Consolidated Balance Sheet
As at 31 December 2005
                                                              2005         2004
                                                 Notes           £            £

FIXED ASSETS
Tangible                                                    16,141            -


CURRENT ASSETS
Debtors                                                    300,495      132,385
Cash at bank and in hand                           4       179,807       75,309

                                                           -------      -------

                                                           480,302      207,694


CREDITORS:
amounts falling due within one year                       (150,129)    (642,202)

                                                           -------      -------

NET CURRENT ASSETS                                         330,173     (434,508)

                                                           -------      -------

TOTAL ASSETS LESS CURRENT LIABILITIES                      346,314     (434,508)


CREDITORS:
amounts falling due after more than one year                     -            -

                                                           -------      -------

NET ASSETS                                                 346,314     (434,508)

                                                           =======      =======


CAPITAL AND RESERVES

Called up share capital                                    641,796            2
Share premium account                                      624,066            -
Merger Reserve                                              66,351            -
Profit and loss account                                   (985,899)    (434,510)

                                                           -------      -------

EQUITY SHAREHOLDERS' FUNDS                         6       346,314     (434,508)

                                                           =======      =======



Consolidated Cash Flow
For the year ended 31 December 2005

                                                              2005         2004
                                                 Notes           £            £

RECONCILIATION OF LOSS BEFORE INTEREST
AND TAXATION TO OPERATING CASH OUTFLOW

Operating loss before interest and taxation               (564,759)    (434,510)
Depreciation                                                   949            -
Increase in debtors                                       (168,110)    (132,385)
Increase in creditors                                      112,927       37,202

                                                           -------      -------

Net cash outflow from operating activities                (618,993)    (529,693)


Returns on investments and servicing of finance

Interest received                                           13,514            -
Interest paid                                                 (144)           -

                                                           -------      -------

                                                            13,370            -

Capital expenditure and financial investment

Payments to acquire tangible fixed assets                  (17,090)           -

                                                           -------      -------

Net cash outflow before financing                         (622,713)    (529,693)


Financing

Shares issued                                            1,248,761            2
Flotation expenses                                        (416,550)           -
Receipt of loans                                                 -      605,000
Repayment of loans                                        (105,000)           -

                                                           -------      -------

                                                           727,211      605,002

                                                           -------      -------

Increase in net cash in the year                   5       104,498       75,309

                                                           =======      =======



Notes to Financial Statements
For the year ended 31 December 2005



1.      Preliminary Statement

This preliminary statement, which has been agreed with the Auditors, was
approved by the Board on the 20 March 2005.  It is not the Company's statutory
accounts, which will be sent to shareholders shortly.

The Group's financial statements consolidate the financial statements of TV
Commerce Holdings PLC and its subsidiaries, TV Commerce Limited and The Advert
Channel Limited, each of which have been made up to 31 December 2005, accounted
for under merger accounting.  The comparative Group financial statements reflect
the accounts of TV Commerce Limited from the date of incorporation (13 November
2003) to 31 December 2004.


2.      Loss per share

Basic Loss per share is calculated by dividing the Group's loss after taxation
of £551,389 by the weighted average number of shares in issue during the year of
53,681,432.

No diluted earnings per share are presented as the effect of the exercise of
share options would be to decrease the loss per share.


3.      Dividend

The directors do not recommend a dividend for the year.


4.      Reconciliation of net cash flow to movements in net funds

                                                              2005         2004
                                                                 £            £

Increase in cash in the year                               104,498       75,309
Loans repaid / (received)                                  105,000     (605,000)
Conversion of loans to equity                              500,000            -

                                                           -------      -------

Movement in net funds / (debt) in the year                 709,498     (529,691)

Net debt beginning of year                                (529,691)           -

                                                           -------      -------

Net funds / (debt) at end of year                          179,807     (529,691)

                                                           =======      =======


Notes to Financial Statements
For the year ended 31 December 2005


5.      Analysis of changes in net debt

                               At beginning      Cash      Non-cash      At end
                                    of year      flow     movements     of year
                                          £         £             £           £

Cash at bank and in hand             75,309   104,498             -     179,807

Loans                              (605,000)  105,000       500,000           -

                                    -------   -------       -------     -------

Total                              (529,691)  209,498       500,000     179,807

                                    =======   =======       =======     =======


6.      Shareholders! funds
                                                              2005
                                                                 £

Beginning of the year                                     (434,508)
Retained loss for the year                                (551,389)
Nominal value of shares issued in the year                 641,796
Share premium on new shares issued net of expenses         624,066
Movement on Merger Reserve                                  66,349

                                                           -------

End of the year                                            346,314

                                                           =======


On 22 November 2004, the Company was incorporated with an authorised share
capital of 1,000 £1 ordinary shares, of which 1 £1 ordinary share was allotted
at par for cash.

On 18 January 2005 the share capital was subdivided into 100,000 ordinary shares
of £0.01 each and, on the same date, the share capital was increased by the
creation of 124,900,000 shares, increasing the value of the authorised share
capital to £1,250,000.

On 18 January 2005, 43,367,200 ordinary shares of £0.01 each were issued in
exchange for the whole of the issue share capita of TV Commerce Limited.

On 10 February 2005, a further 20,662,332 ordinary shares of £0.01 each were
issued for a cash consideration of £1,239,740.



Notes to Financial Statements
For the year ended 31 December 2005


On 17 March 2005, 150,000 ordinary shares of £0.01 each were issued for a cash
consideration of £9,000.


7.      Copies of the Annual Report and Financial Statements

Copies of the Annual Report and Financial Statement will be sent to shareholders
and will be available from the Company!s registered office from 25 April 2006.



8.      Annual General Meeting

The Annual General Meeting will be held on 19 May 2006 at 10.00 am at the
offices of the Company at Broadcast Media Centre, Plane Tree Crescent, Feltham,
Middlesex, TW13 7HF.



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