Venturia PLC

Interim Results

Venturia PLC
26 September 2003

                                  VENTURIA PLC
                               INTERIM STATEMENT
                     FOR THE SIX MONTHS ENDED 30 JUNE 2003



Chairman's Statement


The Company is disappointed to report a loss before taxation for the six months
to 30 June 2003 of £140,737, although the loss is significantly less than the
previous half-year loss of £789,192.  Recognised revenue for the period is
£4,258 (six months to 30 June 2002: £201,962), the calculation of which is shown
in note 2 of these Interim Statements.


Review of the Period


The Company sold its advertising business in May 2002 and since then incurred
costs in searching for a suitable acquisition opportunity in 2002 and in respect
of the acquisition by Armstrong Brooks plc of a controlling interest in the
Company in 2003.  The Company's main source of income has been from the interest
receivable on its cash deposits, which has been insufficient to cover the
expenses of the Company.  It is the present intention of the directors to keep
the ongoing operating costs of the business down to a level that is covered by
the interest receivable.


The Directors continue to look for suitable acquisition candidates.  The likely
industry sectors for investment are businesses, which are peripheral to
industrial and commercial property or technology businesses, particularly those
involved in computing and telecommunications, in which the new members of the
board have experience.


Personnel


Following the completion of the offer by Armstrong Brooks, Bob Cory, Peter
Sanderson and I became directors of the Company.  Alan Clarke stepped down as
Chairman at the AGM on 27 June 2003 and remains as a non-executive director.
Richard Walker resigned as a director.


Balance Sheet and Cash Flow


As at 30 June 2003 the Company has cash resources of £2.87 million.


Dividend


The directors do not recommend a dividend. The Company has made losses to date.




Martin Robinson
Chairman
25 September 2003



                            PROFIT AND LOSS ACCOUNT
                     FOR THE SIX MONTHS ENDED 30 JUNE 2003

                                                      Unaudited             Unaudited         Audited
                                                      for the               for the           for the
                                                      6 months to           6 months to       year ended
                                                      30 June               30 June           31 December
                                            Notes     2003                  2002              2002
                                                      £                     £                 £
TURNOVER - discontinued activities              2     4,258                 201,962           227,709

Cost of sales - discontinued activities               (24,393)              149,838           149,531


GROSS PROFIT                                          28,651                52,124            78,178

Administrative expenses - ordinary                    126,578               304,223           477,058
Administrative expenses - exceptional items     3     94,117                594,674           594,674

OPERATING LOSS                                        (192,044)             (846,773)         (993,554)

Discontinued operation - loss on sale of
business                                              -                     (14,906)          (13,672)

Interest receivable                                   51,307                72,487            129,263
Interest payable                                      -                     -                 (1,656)

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION                                 (789,192)         (879,619)
                                                      (140,737)             (789,192)         (879,619)


Tax on loss on ordinary activities              4     -                     (9,000)           (37,000)


LOSS ON ORDINARY ACTIVITIES AFTER TAXATION                                  (780,192)         (842,619)
                                                      (140,737)             (780,192)         (842,619)

RETAINED LOSS BROUGHT FORWARD                         (1,614,522)           (771,903)         (771,903)

RETAINED LOSS CARRIED FORWARD                         (1,755,259)           (1,552,095)       (1,614,522)


Earning per share - basic and diluted           5     (0.16)p               (0.89)p           (0.97)p



Statement of total recognised gains and losses

There are no recognised gains or losses other than the loss shown above.

The trade was disposed of on 23 May 2002




                                 BALANCE SHEET
                                  30 JUNE 2003

                                            Unaudited            Unaudited            Audited
                                            30 June              30 June              31 December
                                            2003                 2002                 2002
                                    Notes   £                    £                    £

CURRENT ASSETS
Debtors                                     7,773                198,631              28,083
Cash at bank and in hand                    2,876,242            3,410,822            3,080,655

                                            2,884,015            3,609,453            3,108,738

CREDITORS: amounts falling due
within one year                             47,021               457,917              97,614

NET CURRENT ASSETS                          2,836,994            3,151,536            3,011,124

PROVISIONS FOR LIABILITIES AND
CHARGES                                     5,689                117,067              39,082

                                            2,831,305            3,034,469            2,972,042

CAPITAL AND RESERVES
Called up share capital                6    217,250              217,250              217,250
Share premium account                       4,369,314            4,369,314            4,369,314
Profit and loss account                     (1,755,259)          (1,552,095)          (1,614,522)

SHAREHOLDERS' FUNDS
Equity                                      2,701,305            2,904,469            2,842,042
Non-equity                                  130,000              130,000              130,000

                                            2,831,305            3,034,469            2,972,042





                              CASH FLOW STATEMENT
                                AT 30 JUNE 2003

                                                Unaudited           Unaudited           Audited
                                                for the             for the             for the
                                                6 months to         6 months to         year ended
                                                30 June             30 June             31 December
                                                2003                2002                2002
                                      Notes                   £                   £                      £

NET CASH OUTFLOW FROM OPERATING
ACTIVITIES                                                          (740,740)           (1,191,960)
                                           7(a) (255,720)           (740,740)           (1,191,960)

RETURN ON INVESTMENTS AND SERVICING
OF FINANCE
Interest received                               51,307              72,487              129,263

CAPITAL EXPENDITURE
Payments to acquire fixed assets                -                   (5,845)             (5,846)

ACQUISITIONS AND DISPOSALS
Receipt from sale of business                   -                   1,347               65,625

MANAGEMENT OF LIQUID RESOURCES
RRESOURCESRESOURCES
Receipt from short-term deposits                187,063             642,752             947,536

(DECREASE) IN CASH                              (17,350)            (29,999)            (55,382)


RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS

(Decrease) in cash in the period                (17,350)            (29,999)            (55,382)
Cash inflow from decrease in liquid resources   (187,063)           (642,752)           (947,536)

Movement in net funds                           (204,413)           (672,751)           (1,002,918)

Net funds at 1 January 2003                     3,080,655           4,083,573           4,083,573

Net funds at 30 June 2003                  7(b) 2,876,242           3,410,822           3,080,655



                    NOTES TO THE UNAUDITED INTERIM STATEMENT
                                AT 30 JUNE 2003



1.  ACCOUNTING POLICIES

(a) Accounting convention


The accounts are prepared under the historical cost convention and in accordance
with applicable accounting standards.


(b) Income recognition


The company's contract revenues are derived principally from one ceased
activity, internet advertising.


The recognition of income is in accordance with the terms and conditions of
advertising contracts. Revised terms and conditions were introduced with effect
from 1 July 2000. Under these, for advertising contracts of twelve months, 90%
of the income is recognised in the month that the advertising copy is prepared
and approved for publication by the customer. The remaining income is associated
with the obligation to publish the advert on the company's web site and this is
recognised pro rata over the period of the advertisement.


Deferred income is primarily comprised of income received and receivable under
internet advertising agreements in advance of revenue recognition, and is
included within creditors.


(c) Deferred taxation


Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events have occurred at that date that will result in an obligation to pay more,
or a right to pay less or to receive more tax.  Deferred tax assets are
recognised only to the extent that the directors consider that it is more likely
than not that there will be suitable taxable profits from which the future
reversal of the underlying timing differences can be deducted.


Deferred tax is measured on an undiscounted basis at the tax
rates that are expected to apply in the periods in which timing differences
reverse, based on tax rates and laws enacted or substantively enacted at the
balance sheet date.



2.  TURNOVER AND SEGMENTAL ANALYSIS/


In the period to 30 June 2003, the company's entire turnover was to
markets within the United Kingdom and derived from one activity, internet
advertising.


Turnover, profit on ordinary activities before tax and net assets is
attributable to one discontinued activity.


    Turnover consists of revenues recognised over the period as follows:


                                            Unaudited              Unaudited                 Audited
                                       6 Months to 30         6 Months to 30           Year ended 31
                                            June 2003              June 2002           December 2002

                                                £                          £                       £

Release of deferred income brought
forward in respect of sales invoices
issued before 1 July 2000                           -                  1,189                   1,237

Recognition of income, and release
of deferred income brought forward,
in respect of sales invoices issued
1 July 2000 onwards                             4,258                200,773                 226,472

Total turnover                                  4,258                201,962                 227,709



1.  EXCEPTIONAL ITEMS
                                            Unaudited              Unaudited                 Audited
                                       6 Months to 30       6 Months to   30           Year ended 31        
                                            June 2003              June 2002           December 2002
                                                £                          £                       £

Legal and professional costs re
acquisition by Armstrong Brooks plc            94,117                      -                       -

Legal and professional costs re
aborted transaction                                 -                594,674                 594,674

                                               94,117                594,674                 594,674



2.  TAXATION
                                                      Unaudited        Unaudited                 Audited
                                                    6 Months to      6 Months to              Year ended
                                                        30 June          30 June             31 December
                                                           2003             2002                    2002


UK Corporation tax credit                                     -     (9,000)                     (37,000)



There were no movements in deferred taxation during the current and
previous periods and no provision for deferred taxation at the balance sheet
date. A deferred tax asset has not been recognised in respect of losses carried
forward as there is insufficient evidence that the company will make suitable
taxable profits in the future.



3.  EARNINGS PER SHARE


The calculation of basic earnings per share is based on losses of £140,737 for
the period (30 June 2002: £780,192), and on 87,250,000 ordinary shares being the
weighted average number of ordinary shares in issue during the period (30 June
2002: 87,250,000 ordinary shares).



4.  SHARE CAPITAL
                                                          Unaudited         Unaudited              Audited
                                                            30 June           30 June          31 December
                                                               2003              2002                 2002
                                                              £                     £                    £

Authorised
120,000,000 ordinary shares of 0.1p each                    120,000           120,000              120,000
130,000 preference shares of £1 each                        130,000           130,000              130,000
                                                            250,000           250,000              250,000

Allotted, called up and fully paid
87,250,000 ordinary shares of 0.1p each                      87,250            87,250               87,250
130,000 preference shares of £1 each                        130,000           130,000              130,000
                                                            217,250           217,250              217,250


The holders of the preference shares shall be entitled to a
non-cumulative preferential dividend at the rate equal to six monthly LIBOR
minus 1 per cent and to a further dividend on the basis of 1p for every £1
distributed as the dividend per ordinary shares once the total dividend on each
ordinary share that has been paid in the year reaches £10.


On a return of capital on winding-up or (other than on redemption or
purchase of shares) otherwise, the holders of the preference shares shall be
entitled in priority to any payment to the holders of any other class of shares
to the repayment of a sum equal to the nominal capital paid up or credited as
paid up on the preference shares held by them respectively.


The preference shares carry no votes at meetings except in respect of
resolutions modifying any rights or privileges of the preference shares.



5.  NOTES TO THE CASH FLOW STATEMENT


(a) Reconciliation of operating profit to net cash outflow from
operating activities.

                                             Unaudited              Unaudited                 Audited
                                       6 Months to  30         6 Months to 30           Year ended 31
                                             June 2003              June 2002           December 2002
                                                 £                          £                       £

Operating loss                        (192,044)              (846,773)               (993,554)
Depreciation - ordinary               -                      2,385                   2,386
Decrease/(increase) in debtors        20,310                 (111,517)               (14,594)
(Decrease)/increase  in creditors     (50,593)               116,098                 (207,280)
(Decrease)/increase in provisions     (33,393)               99,067                  21,082
Net cash outflow from operating
activities                            (255,720)              740,740                 (1,191,960)



(b) Analysis of changes in net funds

                                          At 1 January                                At 30 June 2003
                                                  2003              Cash flows
                                                 £                           £                      £

Cash at bank and in hand              18,758                 (17,350)                 1,408
Liquid resources                      3,061,897              (187,063)                2,874,834

                                      3,080,655              (204,413)                2,876,242


6.  DIVIDENDS


The directors do not recommend a dividend for the period.



7.  PUBLICATION OF NON STATUTORY ACCOUNTS


The financial information contained in this interim statement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985.  The financial information for the six months to 30 June 2002 is based on
the statutory accounts for the financial period ended 31 December 2002. Those
accounts, upon which the auditors issued an unqualified opinion, have been
delivered to the Registrar of Companies.



8.  This interim statement will not be sent to shareholders,
although copies of this interim statement will be available, free of charge, for
a period of one month from the date of this announcement, from the offices of
Corporate Synergy PLC, 12 Nicholas Lane, London EC4N 7BN.




Enquiries: Martin Robinson, Chairman      0161 819 5800


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