TIDMAVP

RNS Number : 3821N

Armstrong Ventures PLC

28 September 2012

28 September 2012

ARMSTRONG VENTURES PLC

("Armstrong" or "the Company")

Unaudited Interim results for the six month period ended 30 June 2012

Chairman's Statement

Armstrong Ventures (AIM: AVP) is pleased to announce its interim results for the six month period ended 30 June 2012.

During the period under review there has been no operating activity and consequently the Company has not generated any revenue. The Company recorded a loss of GBP69,142 and a loss per share of 0.05p, which compares to a corresponding six month period loss last year of GBP33,365 and a loss per share of 0.02p.

Prior to this period, the then Directors had attempted to implement the Company's investment policy, which was to seek acquisitions or invest in companies in the technology sector in Europe, the Far East and North America. However despite reviewing several potential projects that were capable of fulfilling the company's criteria they were unable to implement the investment strategy. As per the AIM rules for Companies, as the Company had failed to implement its investment policy its shares were suspended with effect from 14 December 2011.

Events following period end

The Company substantially implemented its investment strategy in June 2012 and the AIM suspension was lifted and trading restored to the Company's shares on 15 July 2012.

In June, the Board announced the appointment of Peterhouse Corporate Finance Limited as broker to the Company and they conditionally placed GBP250,000 of zero coupon secured Loan Notes, which are convertible into new ordinary shares in the Company. The Placing was conditional on the Company undertaking a capital reorganisation, which was subject to shareholders' approval. A circular was sent to shareholders providing further information, inter-alia, on the Loan Notes and the share capital reorganisation of the Company, which the shareholders duly approved at a General Meeting on 19 July 2012.

Mr Robert Hayim and Mr Simon Marks resigned from the Board with effect from 19 July 2012 and Mr. Haresh Kanabar and I were appointed as Directors at the same time.

At the meeting on 19 July 2012, the shareholders also approved a new investment strategy of the Company: the Company will now seek to invest principally, but not exclusively in the resources and energy sectors. The Company will initially focus on projects located in Asia but will also consider investments in other geographical regions. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings. Once a target has been identified, additional funds may need to be raised by the Company to complete a transaction. A further placing of GBP500,000 was carried out in July 2012, which gives us a reasonable amount of cash to enable us to continue to make investments in accordance with our investment strategy.

Since taking office as Directors, we have identified and reviewed a number of potential projects. Some of these are potentially capable of building shareholder value but none have so far emerged as suitable for investment. Where practical, the Directors have taken steps to ensure exclusive opportunities for investigation of the potential.

Notwithstanding continuing economic weakness, with reduced levels of growth in China, poor growth in the USA and the continuing problems of the Euro zone, there are compelling reasons to believe that the long-term outlook is for increased demand for energy, minerals and natural resources. There is thus good reason to believe that a significant number of projects in Africa and Asia will be economically viable. Political risk and other factors make a number of these unattractive to large, multi-national companies. We remain cautiously optimistic that an opportunity or opportunities to build shareholder value will be found in due course.

It has been and remains the policy of the Directors to exercise strict control over the Company's assets. The main disbursements have arisen from the settlement of obligations incurred before the current Directors took office including fees for brokers and auditors. We will continue to operate on a low cost basis whilst we seek to expand our activities.

I would like to take this opportunity to thank my fellow director, Mr Kanabar, our shareholders and our professional advisers for their support. I also wish to thank Mr Hayim and Mr Marks for steering the Company during a difficult time.

Joseph Egerton

Chairman

Income Statement

For the six months ended 30 June 2012

 
                                                  Six months     Six months 
                                                       ended          ended 
                                                                                 Year ended 
                                                                                31 December 
                                                     30 June        30 June            2011 
                                                        2012           2011       (audited) 
                                                 (unaudited)    (unaudited) 
 CONTINUING OPERATIONS                                   GBP            GBP             GBP 
 
 Administrative expenses                            (69,142)       (33,365)        (46,915) 
 
 Loss from ordinary activities before income 
  tax and finance costs                             (69,142)       (33,365)        (46,915) 
 
 Net finance costs                                         -              -               - 
 
 Loss before income tax                             (69,142)       (33,365)        (46,915) 
 
 Tax on loss on ordinary activities                        -              -               - 
                                               -------------  -------------  -------------- 
 
 Net loss from ordinary activities                  (69,142)       (33,365)        (46,915) 
                                               =============  =============  ============== 
 
 
 Basic and diluted earnings per share                (0.05p)        (0.02p)         (0.03p) 
                                               =============  =============  ============== 
 
 

The results for the six months ended 30 June 2012 and 30 June 2011 have been prepared on the basis that all operations are continuing operations.

Balance Sheet

As at 30 June 2012

 
                                        As at          As at                             As at 31 
                                                                                         December 
                                                                                             2011 
                                      30 June        30 June                            (audited) 
                                         2012           2011 
                                  (unaudited)    (unaudited) 
                                          GBP            GBP                                  GBP 
 Assets 
 Non-current Assets 
 Fixed asset investments               49,900         49,900                               49,900 
 
 
                                       49,900         49,900                               49,900 
 
 Current assets 
 Other receivables                          -         11,010                                1,715 
 Cash & cash equivalents                2,585         35,853                                1,589 
                                -------------  -------------  ----------------------------------- 
 
                                        2,585         46,863                                3,304 
 
   Total assets                        52,485         96,763                               53,204 
                                =============  =============  =================================== 
 
 Equity and liabilities 
 Share capital and reserves 
 Issued capital                       623,301        623,301                              623,301 
 Share premium account              3,729,817      3,729,817                            3,729,817 
 Other components of equity                 -        372,973                                    - 
 Merger reserve                     6,797,313      6,797,313                            6,797,313 
 Retained earnings               (11,177,866)   (11,468,147)                         (11,108,724) 
 Translation reserve                        -              -                                    - 
                                -------------  -------------  ----------------------------------- 
 
   Total equity                      (27,435)         55,257                               41,707 
                                =============  =============  =================================== 
 
 Non-current liabilities                    -              -                                    - 
                                -------------  -------------  ----------------------------------- 
 
 Current liabilities 
 Trade & other payables                79,920         41,506                               11,497 
 Related party                              -              -                                    - 
 Deferred income                            -              -                                    - 
 Short-term borrowing                       -              -                                    - 
 
 Total current liabilities             79,920         41,506                               11,497 
                                -------------  -------------  ----------------------------------- 
 
 Total liabilities                     79,920         41,506                               11,497 
                                -------------  -------------  ----------------------------------- 
 
 Total equity and liabilities          52,485         96,763                               53,204 
                                =============  =============  =================================== 
 
 

Cash Flow Statement

For the six months ended 30 June 2012

 
                                                Six months     Six months 
                                                     ended          ended 
                                                   30 June        30 June     Year ended 
                                                                             31 December 
                                                      2012           2011           2011 
                                               (unaudited)    (unaudited)      (audited) 
                                                       GBP            GBP            GBP 
 From continuing operations 
 Cash flows from operating activities 
 Net cash refunded by/(paid to) suppliers 
  and employees                                        996       (72,879)      (107,143) 
                                             -------------  -------------  ------------- 
 
   Cash absorbed by operations                         996       (72,879)      (107,143) 
 
 Interest paid                                           -              -              - 
 Interest received                                       -              -              - 
                                             -------------  -------------  ------------- 
 
 Net cash outflow from operating 
  activities                                           996       (72,879)      (107,143) 
                                             -------------  -------------  ------------- 
 
 
 Cash flows from financing activities 
 Cash injection following restructuring                  -        100,000        100,000 
 
 Net cash flows used in financing 
  activities                                             -        100,000        100,000 
                                             -------------  -------------  ------------- 
 
 Exchange differences                                    -              -              - 
                                             -------------  -------------  ------------- 
 
 Net increase in cash and cash equivalents             996         27,121        (7,143) 
 
 Cash and cash equivalents brought 
  forward                                            1,589          8,732          8,732 
                                             -------------  -------------  ------------- 
 
 Cash and cash equivalents carried 
  forward                                            2,585         35,853          1,589 
                                             =============  =============  ============= 
 
 Represented by: 
 Positive cash balance                               2,585         35,853          1,589 
 
                                                     2,585         35,853          1,589 
 
 

Unaudited Statement of Changes in Equity

For the six months ended 30 June 2012

 
                                                   Other components 
                               Share       Share          of equity      Merger       Retained 
                             capital     premium                        reserve       earnings      Total 
                                 GBP         GBP                GBP         GBP            GBP        GBP 
 
 At 1 January 2011           623,301   3,729,817            372,973   6,797,313   (11,434,782)     88,622 
 Total comprehensive 
  income for the period            -           -                  -           -       (33,365)   (33,365) 
 
 
 At 30 June 2011             623,301   3,729,817            372,973   6,797,313   (11,468,147)     55,257 
 Expiry of all options                                    (372,973)                    372,973          - 
 Total comprehensive 
  income for the period            -           -                  -           -       (13,550)   (13,550) 
 
 
 At 31 December 2011         623,301   3,729,817                  -   6,797,313   (11,108,724)     41,707 
 
 Total comprehensive 
  income for the period            -           -                  -           -       (69,142)   (69,142) 
 
 
 At 30 June 2012             623,301   3,729,817            372,973   6,797,313   (11,177,866)   (27,435) 
                          ==========  ==========  =================  ==========  =============  ========= 
 
 

Notes to the Unaudited Interim Financial Statements for the six months ended 30 June 2012

   1.         Basis of preparation 

These interim financial statements which have not been reviewed or audited by the Company's auditors include the financial position of the Company as at 30 June 2012 and the results of the Group's operations for the six months then ended. They have been prepared on accounting bases and policies that are consistent with those used in the preparation of the financial statements for the year ended 31 December 2011.

These interim financial statements have been prepared under the historical cost convention and are for the six months ended 30 June 2012.

The information set out in this interim report for the six months ended 30 June 2012 does not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2011, incorporating an unqualified auditor's report, have been filed with the Registrar of Companies.

The Company is now a shell company listed on AIM. The directors are currently reviewing a number of projects and investment opportunities and believe that the Company is well placed to progress.

   2.         Loss per share 

The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue. In calculating the diluted loss per share, share options outstanding have been taken into account where the impact of these is diluted. Options were excluded from the calculation of the total diluted number of shares, as the impact of these is anti-dilutive.

The weighted average number of shares in the period was:

 
                                   Six months     Six months 
                                      ended          ended 
                                     30 June        30 June       Year ended 
                                                                  31 December 
                                      2012           2011             2011 
                                   (unaudited)    (unaudited)      (audited) 
 
 Total                             148,970,525    148,970,525     148,970,525 
                                 =============  =============  ============== 
 
   Loss attributable to equity 
   shareholders of the parent 
   from continuing operations         (69,142)       (33,365)        (46,915) 
                                 =============  =============  ============== 
 
   Basic and diluted loss per 
   share - continuing                  (0.05p)        (0.02p)         (0.03p) 
                                 =============  =============  ============== 
 
 
   3.         Dividends 

No dividends have been declared for the six months ended 30 June 2012.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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