Angelfish Investments plc

November 28, 2013 02:00 ET

Final Results for the year ended 30 June 2013

28 November 2013

                                     Angelfish Investments Plc

                                   ("Angelfish" or "the Company")

                                Final Results for the year ended 30 June 2013

Angelfish Investments Plc, an investment vehicle company, today announces its financial results for
the year ended 30 June 2013 ("the Year").

Andrew Flitcroft, Finance Director, commented:

"During the Year the Company raised gross funds of £90,000 in July 2012 to support working capital
requirements. Subsequently in March 2013 we announced a conditional placing to raise a further
£435,000 before expenses in order to fund the subscription agreement between the Company and One Media
Enterprises Limited ("OneMedia"). Although the progress achieved by OneMedia to date has been slower
than anticipated momentum appears to be building and we would hope to be able to make an announcement
on this and other matters in due course."


Angelfish Investments
Andrew Flitcroft, Finance Director              +44 (0)7769 591096

ISDX Corporate Adviser
SVS Securities Plc
Kulvir Virk                                    + 44 (0)203 700 0100

About Angelfish Investments

The Company's ordinary shares are admitted to trading on the ISDX Growth Market in London. The Company
has the ISDX trading symbol ANGP.

                                     DIRECTORS' REPORT

The directors present their report and financial statements of the company for the year ended 30 June


The company's ordinary shares are quoted on the ISDX Growth Market.

Principal activities and review of the business

In July 2012 the Company raised £90,000 through the issue of 72 million shares to augment the
Company's working capital reserves, and in particular to fund the due diligence necessary to further
the Company's investment strategy.

On 21 January 2013, the Company announced that it had entered into a Memorandum of Understanding
("MOU") with One Media Enterprises Limited ("OME") which contemplated that, subject to the
satisfaction of certain conditions, Angelfish may make an aggregate investment of up to US$500,000 in
OME, in stages and in accordance with agreed milestones via a subscription for secured convertible
loan notes in OME. OME is a UK incorporated holding company for a group of U.S. incorporated companies
engaged in the marketing of computing tablets and other mobile devices. OME's strategy is to focus on
exploiting market niches to deliver private label, purpose-built tablets and other mobile devices.
OME's strategy is also to provide customised hardware and software technology solutions to market
segments which OME's directors believe are under-served and enterprise factories are unable to
efficiently service. The MOU was superseded by a subscription agreement dated 30 April 2013. On 23
August 2013 the Company announced that in exchange for Angelfish's agreement to provide OME with an
advance investment, outside of the milestone framework set out in the subscription agreement, and for
the Company's continued support to OME, the subscription agreement and the terms of the loan notes
have been varied so that the aggregate investment of US$500,000 would now, on full conversion,
represent 29.9 per cent of the enlarged issued share capital of OME.

The directors of OME have informed the Company that OME has put in place the production, delivery and
support services which they believe is necessary to supply computer tablets and other complimentary
devices and continues to advance its business model both in the United States of America, South
America and Europe. The advance of funds from Angelfish to OME was to enable OME to acquire computing
tablets for resale and although orders are slower than forecast we hope to be able to make
announcements in due course.

In addition, on 25 March 2013, the Company announced a conditional placing (the "Placing") to raise
gross proceeds of £435,000. The Company was due to receive all of the proceeds from the Placing on an
extended settlement basis. The Company received gross proceeds of approximately £235,000 from the
Placing by the due date but the Company's broker and placing agent for the purposes of the Placing,
SVS Securities Plc ("SVS") experienced delays in receiving proceeds of £200,000 from one of the
placees involved in the Placing, who had agreed to subscribe for 160,000,000 new ordinary shares of
0.01p each ("Ordinary Shares") in the Placing. Accordingly, SVS re-placed 89,812,800 Ordinary Shares
with new placees and has itself subscribed for 70,187,200 new ordinary shares, on an extended
settlement basis (the "Revised Placing"). The company has not received the full amount from the
Revised Placing but expects this to be completed within 2013.

Future developments

The Company will continue to work with OME and has the option to make further investment into OME
should OME achieve the milestones set out in the subscription agreement.

On behalf of the Board

Andrew Flitcroft
Finance Director


                                                            2013        2012
                                               Notes          £           £

Revenue                                                        -           -
Cost of sales                                                  -           -

Gross profit/(loss)                                            -           -

Other operating income                             4      12,000           -

Administrative expenses                                 (73,511)    (44,109)
Loss on ordinary activities                             (61,511)    (44,144)

Profit on the sale of subsidiary                               -           -

Loss before taxation                                    (61,511)    (44,144)

Taxation expense                                   8           -           -


Loss for the period                                     (61,511)    (44,144)

Earnings per share for profit attributable
to the equity shareholders
Basic earnings per ordinary share (p)                    (0.001)     (0.001)
Diluted earnings per ordinary share (p)                  (0.001)     (0.001)

There are no recognised gains and losses other than those passing through the income statement.

AS AT 30 JUNE 2013

                                                            2013        2012
                                               Notes           £         £
Non-current assets
Property, plant and equipment                                  -           -
Share Investment                                         105,113           -

                                                         105,113           -

Current assets
Trade and other receivables                              228,979       3,689
Cash and cash equivalents                                 79,164       6,565

                                                         308,143      10,254

Total assets                                             413,256      10,254

Equity and liabilities
Issued share capital                                     488,458     446,458
Share premium                                          3,550,544   3,125,546
Retained earnings                                    (3,634,588) (3,573,077)

                                                         404,414     (1,073)

Current liabilities
Trade and other payables                                   8,842      11,327
Loans                                                          -           -

Total current liabilities                                  8,842      11,327


Total equity and liabilities                             413,256      10,254


                                    Nominal    Share     Share    Retained
                             Number   Value  capital   premium    earnings    Total
                           of shares      p      £         £          £          £

Balance at 30 June 2012:
Reclassification of
shares to 0.01p nominal
value                    290,082,349   0.01   29,008   258,774

And shares of 0.99p
deferred nominal value    42,166,667   0.99  417,450 2,866,772

Balance at 30 June 2012                                        (3,573,077)  (1,073)

Allotment of 0.01p
ordinary shares          420,000,000   0.01   42,000   424,998           -  466,998

Loss for period                    -      -        -         -    (61,511) (61,511)

Balance at 30 June 2013:

0.01p nominal shares      710,082,349   0.01   71,008 3,291,770

0.99p nominal shares       42,166,667   0.99  417,450   258,774

Balance at 30 June 2013                                        (3,634,588)  404,414


                                                            2013        2012
                                                              £           £

Cash flow from operating activities
Loss before taxation                                    (61,511)    (44,144)
Adjustments for:
Profit on sale of subsidiary                                   -           -
Impairment of goodwill                                         -           -
Write off of investment                                        -           -
Depreciation                                                   -           -
Fair value of share options                                    -           -
Interest                                                       -          35
Decrease/(increase) in trade and other
receivables                                            (225,290)       6,218
(Decrease)/increase in trade and other payables          (2,485)   (168,347)
Net cash outflow from operating activities             (289,286)   (206,237)

Cash flows from investing activities
Proceeds from sale of subsidiary net of cash
disposed                                                       -           -
Proceeds from sale of investment                               -      30,000
Purchase of non-current assets                         (105,113)           -
Interest paid                                                  -        (35)
Net cash inflow from investing activities              (105,113)      29,965

Cash flow from financing activities
Proceeds from loan                                             -           -
Repayment of loan                                              -   (105,000)
Proceeds from issue of share capital                     466,998     283,565
Net cash inflow from financing activities                466,998     178,565

Net (decrease)/increase in cash in the year               72,599       2,293
Cash and cash equivalents at the beginning of the
year                                                       6,565       4,272
Cash and cash equivalents at the end of the year          79,164       6,565

The accounting policies and notes set out below form an integral part of these consolidated financial

Notes to the financial information

1.  General information

The principal activity of Angelfish Investments Plc is that of an investment company.

The company is a public limited company incorporated and domiciled in the United Kingdom, having a
registered office at Kings Court, Railway Street, Altrincham, Cheshire, WA14 2RB

The registered number of the company is 6400833

2.  Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting
Standards IFRS as developed and published by the International Accounting Standards Board (IASB) as
adopted by the European Union EU, IFRIC interpretations and the Companies Act 2006 applicable to
companies reporting under IFRS.

Standards, amendments and interpretations to existing standards that have been issued and are
effective at the balance sheet date have been applied in the financial statements.

The financial information has been prepared on a going concern basis under the historical cost
convention, as modified by the revaluation of certain financial assets at fair value through the
income statement.

The preparation of financial information in conformity with IFRS requires management to exercise its
judgement in the process of applying the group's accounting policies. The areas involving a higher
degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial information are disclosed in the summary of significant accounting policies below.

3.  Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the periods presented, unless otherwise

Impairment of intangible assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment and whenever events or circumstances indicate that the carrying amount may not
be recoverable. Assets that are subject to amortisation are tested for impairment when events or a
change in circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of the asset's fair value less costs to sell and the value in use.
For the purposes of assessing impairments, assets are grouped at the lowest levels for which there are
identifiable cash flows (cash generating units 'CGUs').

Property, plant and equipment

All property, plant and equipment is shown at cost less subsequent depreciation and impairment. Cost
includes expenditure that is attributable to the acquisition of the items. Depreciation is provided at
rates to write off the cost less estimated residual value of each asset over its estimated useful
life, as follows:

Computer equipment      25%     straight line
Office equipment        33%     straight line

The residual values and lives of assets are reviewed and adjusted, if appropriate, at each balance
sheet date.

Trade and other receivables

Trade and other receivables are recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method, less provision for impairment. A provision for
impairment of trade receivables is established when there is objective evidence that the company will
not be able to collect all amounts due according to the original terms of the receivables. Significant
financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments are considered indicators that the trade
receivable is impaired.

The amount of any provision is the difference between the asset's carrying amount and the present
value of estimated future cash flows, discounted at the original effective interest rate. The carrying
amount of the asset is reduced through the use of an allowance account, and the amount of the loss is
recognised in the income statement within "administrative expenses". When a trade receivable is
uncollectible, it is written off against the allowance account for trade receivables. Subsequent
recoveries of amounts previously written off are credited against "administrative expenses" in the
income statement.

Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid
investments that are readily convertible to known amounts of cash.

Trade and other payables

Trade and other payables are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method.

Foreign currency translation

(a) Functional and presentation currency

The financial information is presented in pounds sterling, which is the company's functional and
presentation currency.

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates
prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in the income statement.

Segmental reporting

A business segment is a group of assets or operations engaged in providing services that are subject
to risks and returns that are different from those of other business segments. A geographical segment
is engaged in providing services within a particular economic environment that is subject to different
risks and returns from other segments in other economic environments.


All expenses are accounted for on an accruals basis.


Revenue represents the provision of services to customers exclusive of value added tax. Revenue is
recognised at the point at which the service is provided.

Current and deferred income tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the balance sheet date in the countries where the company's subsidiaries operate and
generate taxable income. Management periodically evaluates positions taken in tax returns with respect
to situations in which applicable tax regulation is subject to interpretation and establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising
between the tax bases of assets and liabilities and their carrying amounts. However, the deferred
income tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the balance sheet date and are expected to apply
when the related deferred income tax asset is realised or the deferred income tax liability is

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised.


The objectives when managing capital are to safeguard the company's ability to continue as a going
concern in order to provide returns for shareholders and benefits for other stakeholders and to
maintain a capital structure that optimises the cost of capital. In order to maintain or adjust the
capital structure the company may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.

Capital comprises all components of equity; share capital, share premium, and retained earnings.

Equity Settled share option plan

The Company has applied the requirements of IFRS2 Share-based payments in accordance with current
provisions. The company issues equity-settled share based payments to certain employees, which are
measured at fair value at the date of grant. The fair value determined at the date of grant is
expensed on a straight line basis over the vesting period, based on the company's estimate of shares
that will eventually vest. The fair value is determined by use of the share based payments intrinsic
value. Management do not believe the fair value can be measured reliably by use of an option pricing
model, based on the fact that the company has only relatively recently obtained a listing and no
reliable historical data is available.

Future changes in accounting policies - standards issued but not yet effective

As of the date of authorisation the following Standards were in issue but not yet effective:

IFRS 10 - Consolidated Financial Statements
IFRS 11 - Joint Arrangements
IFRS 12 - Disclosure of Interests in Other Entities
IFRS 13 - Fair Value Measurement
Amendments to IFRS 7 - Disclosures - Offsetting Financial Assets and
Financial Liabilities
IAS 19 - Employee Benefits
IAS 27 - Separate Financial Statements
IAS 28 - Investments in Associates and Joint Ventures

4.  Segmental analysis

Based on risks and returns, the directors consider that the primary reporting format is by business
segment. The directors consider that there is only one business segment, being the commission earned
through signed up members gained by advertising and promoting the company's website. Therefore, the
disclosures for the primary segment have already been given in this financial information.

Geographical segment

                                                 2013       2012
                                                   £          £
Revenue from services:
  UK                                           12,000          -
  Other European                                    -          -
  Rest of the world                                 -          -
  Total                                        12,000          -

                                                           2013       2012
                                                             £         £
Balance sheet - Net book value of segment assets
  UK                                                    105,113          -
  Other European                                              -          -
  Rest of the world                                           -          -
  Total                                                 105,113          -

5.  Expenses

The following material expenses are included in administrative expenses:

                                                  2013        2012
                                                    £           £

  Directors' emoluments                         12,000      12,000
  Hotel and travel                               2,475       1,518
  Professional fees                             28,188       6,249
  Consultancy fees                              18,115           -
  VAT expense                                       76       8,300

6.  Loss before tax

Loss before tax, all of which arises from the company's principal activities, is stated after

                                                 2013       2012
                                                  £           £
Auditors' remuneration:
  - Audit services                              3,000      4,000
  - Other services                                500          -
  Depreciation expense                              -         52

7.  Personnel costs

Personnel costs are made up of director's emoluments and payroll costs incurred having taken on a new
member of staff for the final two months of the year.

                                                        2013       2012
The aggregate remuneration comprised                      £         £
Wages and salaries                                    18,459     12,000
Social security costs                                  1,216          -
                                                      19,675     12,000

                                                        2013       2012
Directors' emoluments                                     £         £

Emoluments                                            12,000     12,000

Emoluments of the highest paid director               12,000     12,000

8.  Taxation expense

The taxation provision for the period is different to the standard rate of corporation tax in the UK
of 23% FY 2013 (24% FY 2012). The differences are explained below:

                                                             2013      2012
                                                               £        £
Loss before tax                                          (61,511)  (44,144)
Taxation at the UK corporation tax rate of 23.75%
(2012: 25.5%)                                            (14,608)  (11,257)
Effects of:
  Loss during the year                                     14,608    11,257
Tax expense                                                     -         -

No deferred tax asset has been provided in respect of tax losses as their crystallisation is not

9.   Dividends

No dividends have been proposed by the company for the year ended 30 June 2013 or the prior period.

10. Guidance note 69.1 of ISDX Growth Market - Rules for Issuers

During the year ended 30 June 2013 the Company did not comply with Guidance Note 69.1 of the ISDX
Growth Market - Rules for Issuers (as amended on 9 July 2013). This was due to Director Andrew
Flitcroft holding levels and combinations of third party directorships outside of the Company, which
did not meet the recommendation in the Guidance Note. The Directors believe that Mr Flitcroft is
currently able to commit sufficient time to perform his duties as a Director of the Company and that
the current composition of the Company's Board is appropriate given the Company's size and stage of

The information contained in this announcement has been extracted from the audited Directors' Report
and Financial Statements for the year ended 30 June 2013, which contain an unqualified audit report.



Contact Information

  • Angelfish Investments plc