Aquarius Media plc
LSE : AQMP

November 02, 2009 04:08 ET

Final Results

                                                   
                                          AQUARIUS MEDIA PLC
                                     ('Aquarius' or 'the Company')

                           FINAL RESULTS FOR THE PERIOD ENDED 31 MARCH 2009
                                                   
The  statutory accounts of the Company for the year ended 31 March 2009 have now been signed and filed
at  Companies House.  During the course of the auditors' final review, an adjustment to the accounting
treatment of impairment provisions was identified and the Directors would draw your attention  to  the
balances  that have been amended from those disclosed in the Final Results announcement issued  on  21
August  2009.  Impairment provisions and the Reverse Acquisition Reserve disclosed on the consolidated
income  statement  and  consolidated balance sheet were £1,450,000  and  £438,790  respectively.   The
amended  balances  as shown in this announcement are £450,000 and £(561,210) respectively.   Otherwise
all figures remain unchanged.


Business highlights in the period:

    -       Continued progress in signing new clients onto monthly retainers.
    
    -       Revenue increased to £599,281 (2008 - £463,207), an increase of 29.3%

    -       Loss before tax and impairment provision of £104,617 (2008 - £513,372)


CHAIRMAN'S STATEMENT

I am pleased to be able to make this report to you as Chairman of the Company and of the Group.

Review of Activities
The  Company's  business activities are conducted through its trading subsidiary, Full  Portion  Media
Limited ("Full Portion").
Full  Portion  is  a  public relations business which aims to create, launch and  sustain  clients  in
prominent  positions  within  the  media.  Full Portion takes  a  very  hands-on  approach  to  public
relations,  organising day events, promotion sales and launches, press conferences,  media  interviews
and  reviews.  It also provides guidance to clients on managing media interest.  These services depend
on Full Portion employing and continuing to employ high quality staff who are committed to maintaining
good working  relationships with both clients and media contacts.

Full  Portion's strategy is to expand its client base and exploit the rapidly escalating interest from
the public in the cult of celebrity.

On  19  August  2008, Aroon Maharajh, the former Chief Executive of Full Portion, unexpectedly  passed
away.   Teresa Maharajh immediately expressed her commitment to driving the business forward and  took
over as Chief Executive with immediate effect.

The  year  under review has seen the Company continue the progress made towards the end of  the  prior
financial period to 31 March 2008.  Full Portion has continued to attract new public relations clients
across  a variety of sectors and is securing new proposals for prospective clients on a regular basis.
Enquiries come from a number of sources and are generated through both internal and external sources.

At  the  same time, Full Portion has experienced a negative effect from the current financial  climate
that  has  resulted  in a number of clients determining that they are unable to  continue  with  their
retainers as agreed.  To date, Full Portion is not aware of any service or quality-related issues that
have contributed towards these decisions.

The Celebrity Management division continues to represent a number of high profile people and secured a
US TV contract for one of the UK's celebrity chefs, with an option for ongoing series.

The  Board is fully responsive to the current economic climate and is focused on maximising the number
of clients on the Company's books in order to minimise the effect of any clients choosing to end their
relationship  with  Full  Portion.  Full Portion continues to review its operational  costs  and  make
significant reductions where these do not impact upon the quality of its service to clients.

Financial overview
As  at  31  March  2009 and after impairment provisions totalling £450,000, shareholders'  funds  were
£142,739.  The loss before tax and basic loss per share for the period amounted to £554,617 and  0.65p
respectively.  The Directors do not propose to declare a dividend (2008 - £Nil).

Key Performance Indicators
The  directors consider that the results of the Group are dependent upon the trading activity  of  its
subsidiary company in the period under review.

The  results of Full Portion are dependent upon the number of monthly retainers under contract and the
level  of  one-off fees for celebrity and event work undertaken.  The performance of Full  Portion  is
measured by reference to its level of sales compared to previous periods.

Outlook
The  Directors wish to thank the staff of Full Portion for their extraordinary efforts during what has
been  a difficult period and are confident that the Company's progress can be continued over the  next
reporting period.  The Directors will continue to seek further opportunities to enhance the  value  of
the business through strategic acquisitions and/or mergers.


Teresa Maharajh
Chairman


CONSOLIDATED INCOME STATEMENT
For The Period Ended 31 March 2009

                                                                                           Period
                                                                         Year to        01.02.07 to
                                                                        31.03.09          31.03.08
                                                                        Unaudited         Audited
                                                                           GBP              GBP
                                                                                       
REVENUE                                                                      599,281          463,207
                                                                                                     
Cost of sales                                                              (106,087)         (86,145)
                                                                           _________        _________
                                                                                                     
GROSS PROFIT                                                                 493,194          377,062
                                                                                                     
Administrative expenses                                                    (597,871)        (766,298)
Impairment provision                                                       (450,000)                -
Share-based payments                                                               -        (120,500)
                                                                           _________        _________
                                                                                                     
LOSS FROM OPERATIONS                                                       (554,677)        (509,736)
                                                                                                     
Finance revenue                                                                   60              686
Finance charges                                                                    -          (4,322)
                                                                           _________        _________
                                                                                                     
LOSS BEFORE TAX                                                            (554,617)        (513,372)
                                                                                                     
Taxation                                                                           -                -
                                                                           _________        _________
                                                                                                     
LOSS FOR THE PERIOD                                                        (554,617)        (513,372)
                                                                           _________        _________
                                                                                                     
Basic and diluted loss per share (note 1)                                    (0.65)p          (0.89)p


CONSOLIDATED BALANCE SHEET
As at 31 March 2008

                                                                          31.03.09        31.03.08
                                                                          Unaudited        Audited
                                                                             GBP             GBP
                                                                                        
NON-CURRENT ASSETS                                                                      
Goodwill                                                                      298,690         748,690
Property, plant and equipment                                                  11,320          14,484
                                                                              _______         _______
                                                                                                     
TOTAL NON-CURRENT ASSETS                                                      310,010         763,174
                                                                                                     
CURRENT ASSETS                                                                                       
Trade and other receivables                                                    44,414          49,349
Cash and cash equivalents                                                       5,015          10,322
                                                                              _______         _______
                                                                                                     
                                                                               49,429          59,671
CURRENT LIABILITIES                                                                                  
Trade and other payables                                                    (216,700)       (125,489)
                                                                             ________        ________
                                                                                                     
NET CURRENT LIABILITIES                                                     (167,271)        (65,818)
                                                                             ________        ________
                                                                                                     
TOTAL ASSETS LESS CURRENT LIABILITIES                                         142,739         697,356
                                                                             ________        ________
                                                                                                     
NET ASSETS                                                                    142,739         697,356
                                                                             ________        ________
                                                                                                     
                                                                                                     
EQUITY                                                                                               
Issued share capital                                                          212,917         212,917
Share premium account                                                         289,360         289,360
Merger reserve                                                              1,219,167       1,219,167
Reverse acquisition reserve                                                 (561,210)       (561,210)
Profit & loss account                                                     (1,017,495)       (462,878)
                                                                            _________       _________
                                                                                                     
SHAREHOLDERS' FUNDS                                                           142,739         697,356
                                                                            _________       _________
                                                                                                     

CONSOLIDATED CASH FLOW STATEMENT
For The Period Ended 31 March 2008
                                                                                           Period
                                                                           Year to       01.02.07 to
                                                                          31.03.09        31.03.08
                                                                          Unaudited        Audited
                                                                             GBP             GBP
                                                                                        
Cash flow from operating activities                                                     
Loss before taxation                                                        (554,617)       (513,372)
                                                                                                     
Adjusted for:                                                                                        
Interest income                                                                  (60)           (686)
Interest expense                                                                    -           4,322
Depreciation                                                                    6,240           7,152
Provisions against investments                                                450,000               -
Decrease/(increase) in trade and other receivables                                                   
                                                                                4,935        (51,890)
Increase in trade and other payables                                           91,211         198,124
Share-based payments                                                                -         120,500
                                                                             ________        ________
Net cash outflow from operating activities                                    (2,291)       (235,850)
                                                                                                     
Cash flows from investing activities                                                                 
Purchase of property, plant & equipment                                       (3,076)        (21,636)
Purchase of investments                                                             -        (30,000)
Interest received                                                                  60             686
Interest payable                                                                    -         (4,322)
                                                                             ________        ________
Net cash outflow from investing activities                                    (3,016)        (55,272)
                                                                             ________        ________
Cash flows from financing activities                                                                 
Issue of shares                                                                     -         650,000
Expenses of share issues                                                            -       (258,556)
Loans received                                                                      -          30,000
Loans repaid                                                                        -       (120,000)
                                                                             ________        ________
Net cash used in financing activities                                               -         301,444
                                                                             ________        ________
Net (decrease)/increase in cash and cash equivalents                                                 
                                                                              (5,307)          10,322
                                                                                                     
Cash and cash equivalents at 01.04.08                                          10,322               -
                                                                             ________        ________
                                                                                                     
Cash and cash equivalents at 31.03.09                                           5,015          10,322
                                                                            _________       _________


Notes to the financial information

1.      The  calculation of loss per share is based on the loss on ordinary activities after  taxation
        of £554,617 and the weighted average number of shares of 85,166,666 in issue during the period.  Due
        to the loss incurred in the period under review, the dilutive securities have no effect as at 31 March
        2009.

2.      While  the financial information included in this announcement has been computed in accordance
        with International Financial Reporting Standards (IFRS), this announcement does not itself contain
        sufficient information to comply with IFRS. . 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:

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

4.      The Directors have not declared a dividend for the period.

5.      This  statement  was approved by the Board of Directors on 27 October 2009.   Copies  of  this
        statement will be available free of charge from the Company's Registered Office at Hilden Park House,
        79 Tonbridge Road, Hildenborough, Kent  TN11 9BH.


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

Emphasis of Matter - going concern

"In  giving  our  opinion on the financial statements, which is not qualified, we have considered  the
adequacy of the disclosures in note 1(a) to the financial statements concerning the Group's ability to
continue  as  a  going  concern.  The Group made a net loss of £104,617 before  impairment  provisions
during  the  year  ended  31 March 2009, and at that date had net assets of  £142,739.   However,  the
directors  have  prepared cash flow forecasts for the period ended 31 March 2011 which indicate  that,
with  new business obtained post 31 March 2009 and as a result of creditor support as detailed in note
1(a),  the  Group  has  sufficient resources to continue in operational existence.   These  conditions
indicate the existence of an uncertainty which may cast doubt about the Group's ability to continue as
a  going  concern.  The financial statements do not include the adjustments that would result  if  the
Group 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:

"At  the  year  end  the group's net assets have reduced to £142,739 with a cash  balance  of  £5,015.
Despite  this, the Group has maintained good relations with its creditors who continue to support  the
business.   Since  the period end, a number of additional monthly retainer clients  have  been  added,
increasing  the level of guaranteed monthly income, and the directors continue to minimise and  reduce
expenses  whilst  ensuring that a professional service continues to be provided.   Monthly  management
accounts  produced since the year end show that the group has been able to continue to operate  within
its available funds.

The  directors have prepared cashflow forecasts for the next 18 months which show that  the  group  is
able to meet its liabilities as they fall due given that a significant supplier of the group which has
indicated  that it would extend the terms of credit under which it supplies its services in the  event
that  the group's funding difficulties remain.  In addition T Maharajh has agreed to defer her  salary
and  D  Turnbull  has also agreed to defer a compensation payment due to him until such  time  as  the
group's cash flow allows.

The  directors  are  confident that the results of the business since the year end  provide  a  strong
indication  that  forecasts are achievable and on this basis consider that the  group  has  sufficient
resources  to continue in operational existence for the foreseeable future and that it is  appropriate
to prepare these financial statements on a going concern basis."


AQUARIUS MEDIA PLC
Registered No. 06138814


The Directors of Aquarius Media plc accept responsibility for this announcement.


Contacts:

Company                                     
Teresa Maharajh                                    07132 836180
                                                               
PLUS Corporate Adviser                                         
Carolyn Hazard                                                 
Fisher Corporate plc                              020 7388 7000

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