Angelfish Investments plc

November 28, 2014 02:00 ET

Final Results for the year ended 30 June 2014

28 November 2014
                                            Angelfish Investments Plc
                                         ("Angelfish" or "the Company")
                                  Final Results for the year ended 30 June 2014

Angelfish  Investments Plc, an investment vehicle company, today announces its financial results  for  the  year
ended 30 June 2014 ("the Year").

Andrew Flitcroft, Finance Director, commented:

"During  the Year the Company created a new class of share capital being cumulative preference shares redeemable
in  March 2021 ("the Preference Shares"). By 30 June 2014 Angelfish had raised gross proceeds of £118,000 by the
issue of Preference Shares and a further £139,000 after the year end and as at the date of this announcement. We
have continued to invest into One Media Enterprises Limited ("OME"), at which, although progress has been slower
than  expected,  the supply chain that has been developed along with a wider product range and  support  network
mean  that  OME is in a good position to gain some meaningful order sizes. In addition, we continue to  look  at
other complementary investment opportunities."


Angelfish Investments                                      
Andrew Flitcroft, Finance Director                                           +44 (0)7769 591096
ISDX Corporate Adviser
Cairn Financial Advisers LLP
Avi Robinson/Carolyn Sansom                                                  +44 (0)207 148 7900

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.

Principal activities and review of the business

The Company's principal activity is that of an investment trading company listed on the ISDX Growth Market under
the trading symbol ANGP.

During  the  year  the  Company has continued to invest in and work with its sole investment  target  One  Media
Enterprises Limited ("OME"). The investment has been made 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.

Although the progress achieved by OME has been slower than originally forecast the company is starting  to  gain
real traction and we would expect to be able to make a further announcement in the near future.

In  order to augment the Company's working capital and provide the necessary funds to invest into OME so that it
may achieve its goals, the Company raised further funds by issue of cumulative redeemable preference shares (the
"Preference  Shares"). These Preference Shares carry a preferential dividend rate of 7.1% and are  repayable  in
March 2021. In addition, the Preference Shares are separately quoted on the ISDX Growth Market under the trading
symbol  ANGS. The Preference Shares have proved to be a valuable source of additional capital. At 30 June  2014,
the  Company  had raised gross funds of £118,000 followed by a further gross raise of approximately £139,000  in
August 2014, resulting in gross proceeds raised of approximately £257,000 to date.

The  directors  of Angelfish Investments plc will continue to appraise the merits and added value  of  providing
further  funding into OME by way of the convertible loan notes. However, at the same time we are also  exploring
and  appraising  other  investment opportunities which are complementary to  OME  and  in  accordance  with  the
Company's stated investment strategy.

The directors present their report and financial statements of the company for the year ended 30 June 2014.

The  company is incorporated and domiciled in England and Wales. The company's ordinary shares are quoted on the
ISDX Growth Market.

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.

Going concern
The  directors  believe that the company has adequate resources to continue its operational  existence  for  the
foreseeable  future.   For  this reason they have adopted the going concern basis  in  preparing  the  financial

The following directors have held office since 1 July 2013:

Andrew J A Flitcroft
Richard I Walker

Directors' interests
The interests of the directors in the shares of the company are as follows:

                                       Ordinary Shares                    
                           At                                   At        
                         30 June                           30 June 2013   
Andrew Flitcroft        4,077,844                           4,077,844     
Richard Walker              -                                   -

Substantial shareholders

The  following shareholders hold more than 3% of the total issued shares of 710,082,349 of Angelfish Investments

                                                        30                       30 June
                                                      June                          2013
SVS Securities plc                                    9.99%                         9.99%
St Gallen Capital Limited                            39.09%                        39.09%

Payment of trade payables
It is the current policy to establish payment terms with suppliers when agreeing terms of supply, to ensure that
suppliers are made aware of the terms of payment, and to adhere to those terms.

In  accordance  with  section  489  of the Companies Act 2006, a resolution proposing  that  Hart  Shaw  LLP  be
reappointed as auditors to the company will be put to the Annual General Meeting.

On behalf of the Board
Andrew Flitcroft
Finance Director


                                                                                      2014              2013
                                                                                       £                  £

Revenue                                                                                   -               -
Cost of sales                                                                             -               -

Gross profit/(loss)                                                                       -               -
Other operating income                                                               24,000          12,000
Administrative expenses                                                             (94,482)        (73,511)
                                                                                    (70,482)        (61,511)
Loss on ordinary activities
Profit on the sale of subsidiary                                                           -              -
Interest payable - preference shares                                                   (492)              -
Loss before taxation                                                                (70,974)        (61,511)
Taxation expense                                                                           -              -

Loss for the period                                                                 (70,974)        (61,511)
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 2014

                                                                                     2014          2013
                                                                                       £             £


Non-current assets                                                                                
Property, plant and equipment                                                           -              -
Share Investment                                                                  198,540        105,113
                                                                                  198,540        105,113

Current assets                                                                                    
Trade and other receivables                                                       69,249          228,979
Cash and cash equivalents                                                         140,080          79,164
                                                                                  209,329         308,143

Total assets                                                                      407,869         413,256

Equity and liabilities                                                                            
Issued share capital                                                              71,008          488,458
Share premium                                                                          -        3,550,544
Retained earnings                                                                 262,432      (3,634,588)
                                                                                  333,440         404,414

Non current liabilities                                                                           
Loans and borrowings                                                              55,350                -

Current liabilities                                                                               
Trade and other payables                                                          19,079            8,842
Total liabilities                                                                 74,429            8,842
Total equity and liabilities                                                      407,869         413,256


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

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


Deferred ordinary shares of 99p      (42,166,667)    0.99          (417,450)            -         417,450         -


Share Premium account on 1p                    -        -                 -      (3,550,544)     3,550,544        -
ordinary shares and 0.99p deferred
shares cancelled

Loss for period                                -        -                 -              -         (70,974)  (70,974)

0.01p nominal shares                 710,082,349     0.01            71,008              -                            

Balance at 30 June 2014                                                                            262,432   333,440


                                                                                            2014         2013
                                                                                              £            £

Cash flow from operating activities                                                                      

Loss before taxation                                                                     (70,974)        (61,511)
Adjustments for:                                                                                         
Profit on sale of subsidiary                                                                   -               -
Impairment of goodwill                                                                         -               -
Write off of investment                                                                        -               -
Depreciation                                                                                   -               -
Fair value of share options                                                                    -               -
Interest                                                                                       -               -
Decrease/(increase) in trade and other receivables                                       159,729         (225,290)
(Decrease)/increase in trade and other payables                                           10,238           (2,485)
Net cash outflow from operating activities                                               98,993          (289,286)

Cash flows from investing activities                                                                     
Proceeds from sale of subsidiary net of cash disposed                                          -               -
Proceeds from sale of investment                                                               -               -
Purchase of non-current assets                                                           (93,427)       (105,113)
Interest paid                                                                                  -               -
Net cash inflow from investing activities                                                (93,427)       (105,113)
Cash flow from financing activities                                                                      
Proceeds from loan                                                                             -               -
Repayment of loan                                                                              -               -
Proceeds from issue of shares                                                             55,350         466,998
Net cash inflow from financing activities                                                 55,350         466,998

Net (decrease)/increase in cash in the year                                               60,916          72,599
Cash and cash equivalents at the beginning of the year                                    79,164           6,565
Cash and cash equivalents at the end of the year                                         140,080          79,164

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

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 stated.

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

(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 settled.

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:

Amendments to IAS 32 - Financial Instruments Presentation - Offsetting financial assets and liabilities
Amendments to IFRS10, IFRS12 and IAS27
Amendment to IAS 36 - Impairment  of assets - Recoverable amount disclosures for non-financial assets
Amendment to IAS 39 - Financial Instruments - Novation of derivatives
IFRIC 21 - Levies
IFRS9 - Financial Instruments

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
                                                                                   2014             2013
                                                                                     £                £
         Revenue from services:                                            
          UK                                                                      24,000           12,000
          Other European                                                               -                -
          Rest of the world                                                            -                -
          Total                                                                   24,000           12,000

                                                                                   2014             2013
                                                                                     £                £
        Balance sheet - Net book value of segment assets                                        
         UK                                                                      198,540          105,113
         Other European                                                                -                -
         Rest of the world                                                             -                -
         Total                                                                   198,540          105,113

5.      Expenses

The following material expenses are included in administrative expenses:
                                                                                   2014             2013
                                                                                     £                £
       Directors' emoluments                                                      12,000           12,000
       Hotel and travel                                                            5,285            2,475
       Professional fees                                                          26,145           28,188
       Consultancy fees                                                           11,553           18,115
       Salaries                                                                   26,333           18,459

6.      Loss before tax

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

                                                                                   2014             2013
                                                                                     £                £
       Auditors' remuneration:                                                                 
       - Audit services                                                            3,000            3,000
       - Other services                                                              500              500
       Depreciation expense                                                            -                -

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.

      The aggregate remuneration comprised                                         2014             2013
                                                                                     £                £
       Wages and salaries                                                         26,333           18,459
       Social security costs                                                       2,746            1,216
                                                                                   29,079           19,675
                                                                                   2014             2013
                                                                                     £                £
       Directors' emoluments
        Emoluments                                                                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%. The
differences are explained below:
                                                                                   2014             2013
                                                                                     £                £
       Loss before tax                                                          (70,974)         (61,511)
       Taxation at the UK corporation tax rate of 22.5% (2013: 23.75%)          (15,969)         (14,608)
       Effects of:                                                                             
        Loss during the year                                                     15,969           14,608
       Tax expense                                                                    -                -

No deferred tax asset has been provided in respect of tax losses as their crystallisation is not certain. At the
balance sheet date there are approximately £1,187,000 (2013: £1,117,000) of losses carried forward.

9.       Dividends

No dividends have been proposed by the company for the year ended 30 June 2014 or the prior period.

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

During  the year ended 30 June 2014 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 development.

The  information  contained  in  this announcement has been extracted from the  audited  Directors'  Report  and
Financial Statements for the year ended 30 June 2014, which contain an unqualified audit report.



Contact Information

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