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Venture Six Plc (VTSO)

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Friday 30 July, 2010

Venture Six Plc

Final Results


30 July 2010

                                VENTURE SIX PLC                                

                       ("Venture Six" OR THE "Company")                        

               FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2009               

Venture Six Plc [PLUS: VTSO] today reports its full year results for the period
ended 31 December 2009:

CHAIRMAN'S REPORT FOR THE YEAR ENDED 31 DECEMBER 2009

During the year ended 31 December 2009 the Company's principal activity was
that of a holding company with a holding of 61% of Sparkle Marketing Limited
("Sparkle"). During the period Sparkle continued to develop its bespoke
software but did not reach a break-even position in respect of revenues versus
costs. Therefore an additional requirement arose to fund the further
development of Sparkle's software.

Subsequent to the year-end the Directors' took the decision not to support the
additional fundraising effort of the Board of Sparkle. It was therefore decided
to sell the Company's investment and this was achieved by agreeing with the
loan note holder to take 94% of the Company's investment in settlement of £
662,000 of loan notes. As part of this arrangement the loan note holder agreed
to vary the terms of the remaining loan notes such that they became
non-repayable. The balance of the investment in Sparkle was sold to Sparkle
Marketing Holding Limited.

In addition the existing Directors, Barry Gold and Gerry Desler resigned post
year-end and myself and Ronnie Stirling were appointed. Our aim is now to seek
new investment opportunities for the Company, and once found we will attempt to
raise the required funds to make the investment.

Raymond Harris

Chairman

30 July 2010

GROUP PROFIT AND LOSS ACCOUNT                                                   
                                                                                
FORTHE YEAR ENDED 31 DECEMBER 2009                                              
                                                                                
                                         2009              2008
                                 
                                            £                 £                 
                                                                                
Turnover                               54,816             7,316                 
                                                                                
Cost of Sales                               -             (999)                 
                                                                                
                                      ───────           ───────                 
                                                                                
Gross Profit                           54,816             6,317                 
                                                                                
Distribution costs                          -           (2,999)                 
                                                                                
Administrative expenses             (397,909)         (100,484)       
                                                                                
                                      ───────           ───────                 
                                                                                
Operating loss                      (343,093)         (331,828)                 
                                                                                
Other interest                              -              127                  
receivable and                                                                  
similar income                                                                  
                                                                                
Interest payable and                 (38,117)             (37)                  
similar charges                                                                 
                                                                                
                                      ───────           ───────                 
                                                                                
Loss on ordinary                    (381,210)         (331,738)                 
activities before                                                               
taxation                                                                        
                                                                                
Tax on loss on                              -                -                  
ordinary activities                                                             
                                                                                
                                      ───────           ───────                 
                                                                                
Loss on ordinary                    (381,210)         (331,738)                 
activities after                                                                
taxation                                                                        
                                                                                
Minority interest                      82,821           73,736                  
                                                                                
                                      ───────           ───────                 
                                                                                
Loss for the year                   (298,389)         (258,002)                 
                                                                                
                                      ═══════           ═══════                 
                                                                                
Loss per share -                      (25.79)          (22.30)p                 
basic and diluted                                                               
                                                                                
                                      ═══════           ═══════                 
                                                                                

GROUP BALANCE SHEET                                                             
                                                                                
AS AT 31 DECEMBER 2009                                                          
                                                                                
                                               2009                  2008   
      
                                             £           £         £         £  
                                                                                
Fixed assets                                                                    
                                                                                
Intangible assets                                  240,931            306,643   
                                                                                
Tangible assets                                     38,180             44,362   
                                                                                
                                                   ───────             ───────  
                                                                                
                                                   279,111            351,005   
                                                                                
Current assets                                                                  
                                                                                
Debtors                                  7,428                23,868            
                                                                                
Cash at bank and in hand                   487               143,420            
                                                                                
                                       ───────               ───────            
                                                                                
                                         7,915               167,278            
                                                                                
Creditors: amounts falling           (342,428)             (240,245)            
due within one year                                                             
                                                                                
                                       ───────               ───────            
                                                                                
Net current liabilities              (334,513)                        (72,967)   
                                                                                
                                                   ───────             ───────  
                                                                                
Total assets less current liabilities             (55,402)             278,038  
                                                                                
Creditors: amounts falling                       (582,284)           (544,191)  
due after more than one year                                                    
(including convertible debt)                                                    
                                                                                
                                                   ───────             ───────              
                                                                                
                                                 (637,686)           (266,153)  
                                                                                
                                                   ═══════             ═══════  
                                                                                
Capital and reserves                                                            
                                                                                
Called up share capital                            289,244            289,244   
                                                                                
Share premium account                               84,285              84,285  
                                                                                
Convertible loan notes                             219,065             219,065  
reserve                                                                         
                                                                                
Share based payment reserve                         31,355              21,677  
                                                                                
Profit and loss account                        (1,192,005)           (893,616)  
                                                                                
                                                   ───────             ───────  
                                                                                
Shareholders' funds                              (568,056)           (279,345)  
                                                                                
Minority interest                                 (69,630)              13,192  
                                                                                
                                                   ───────             ───────  
                                                                                
                                                 (637,686)           (266,153)  
                                                                                
                                                   ═══════             ═══════  
                                                                                

GROUP CASH FLOW STATEMENT                                                      
                                                                               
FOR THE YEAR ENDED 31 DECEMBER 2009                                             
                                                                               
                                                  2009                   2008  
                                                                               
                                           £         £           £          £  
                                                                               
Net cash outflow from operating              (136,358)              (323,821)  
activities                                                                     
                                                                               
Returns on investments and                                                     
servicing of finance                                                           
                                                                               
Interest received                          -                   127             
                                                                               
Interest paid                           (23)                  (37)             
                                                                               
                                     ───────               ───────             
                                                                               
Net cash inflow for returns on                   (23)                      90  
investments and servicing of                                                   
finance                                                                        
                                                                               
Capital expenditure                                                            
                                                                               
Payments to acquire tangible         (6,542)              (1,835)              
assets                                                                         
                                                                               
                                     ───────               ───────             
                                                                               
Net cash outflow for capital                   (6,542)               (1,835)   
expenditure                                                                    
                                                                               
Acquisitions and disposals                                                     
                                                                               
Purchase of subsidiary                     -            (176,691)              
undertaking (net of cash                                                       
acquired)                                                                      
                                                                               
                                     ───────               ───────             
                                                                               
Net cash outflow for acquisitions                    -             (176,691)   
and disposals                                                                  
                                                                               
                                               ───────                ───────  
                                                                               
Net cash outflow before                      (142,923)              (502,257)  
management of liquid resources                                                 
and financing                                                                  
                                                                               
Financing                                                                      
                                                                               
Cost of share issue                        -              (5,157)              
                                                                               
Other new long term loans                  -              600,000              
                                                                               
                                     ───────               ───────             
                                                                               
Net cash inflow from financing                        -              594,843   
                                                                               
                                                ───────               ───────  
                                                                               
(Increase)/decrease in cash in                (142,923)              (92,586)  
the year                                                                       
                                                                               
                                                ═══════               ═══════  
                                                                               

     Loss per ordinary share                                                   
                                                                               
     The earnings and number of shares used in the calculation of earnings     
     per ordinary share are set out below:                                     
                                                                               
                                                             2009        2008  
                                                                               
                                                                £           £  
                                                                               
     Basic:                                                                    
                                                                               
     Loss for the financial period                        298,389    258,002   
                                                                               
     Weighted average number of shares                  1,156,977  1,156,977   
                                                                               
     Loss per share                                        25.79p      22.30p  
                                                                               
                                                        ═════════   ═════════  

Notes to the preliminary announcement

1 The full financial statements of the Company for the year, which received an
unqualified auditors' report will be posted to shareholders as soon as is
practicable. The auditors have modified the audit report in relation to going
concern and this report has been re-produced below.

2 The directors of the Company do not propose the payment of a dividend.

3 Copies of this announcement are available from the Company Secretary at Acre
House, 11/15 William Road, London NW1 3ER.

4 The financial information in this announcement has been extracted from the
Company's audited accounts.

The following Emphasis of matter paragraph has been extracted from the
Independent Auditors' report to the shareholders of Venture Six Plc:

Emphasis of Matter - going concern

"In forming our opinion on the financial statements, which is not qualified, we
have considered the adequacy of the disclosures made in note 1 to the financial
statements concerning the company's ability to continue as a going concern. The
group incurred a loss of £298,389 during the year ended 31 December 2009 and,
at that date, the group's liabilities exceeded its assets by £568,056. These
conditions, along with the other matters explained in note 1 to the financial
statements, indicate the existence of a material uncertainty which may cast
significant doubt about the company's ability to continue as a going concern.
The financial statements do not include the adjustments that would result if
the company was unable to continue as a going concern."

Note 1 to which the above paragraph refers is detailed below and has been
extracted from the financial statements:

"The group made a loss of £298,389 for the year ended 31 December 2009 and had
net liabilities of £568,056 and it continued to make losses since the year end.
As disclosed in note 22, since the year end the Company has disposed of its
entire shareholding in Sparkle Marketing Limited in repayment of Loan Notes
with a nominal value of £662,000 and other loans of £3,387.

The Company is now seeking new investment opportunities and once found will
attempt to raise the required funds with which to make the investment. The
directors have prepared cash flow forecasts for the period ending 31 December
2011 that demonstrate that the Company will be able to continue to operate for
that period. The Company has received confirmation from the loan note holder of
the remaining loan notes that those loan notes are non-repayable and that it
will continue to make additional funds available to the Company if required. On
this basis, the directors consider it appropriate to prepare the financial
statements on the going concern basis. "

                                  --- ENDS---                                  

The Directors of Venture Six Plc accept responsibility for this announcement.

CONTACT DETAILS:

Venture Six Plc: Raymond Harris Tel: 020 8371 3062

Fisher Corporate Plc: Gary Miller Tel: 020 7388 7000


                                                                                                                                                                                                                              

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