Papa Entertainment PLC
LSE : PAPP

August 29, 2014 13:22 ET

Papa Entertainment plc: Final Results

Press Release                                                29 August 2014



				Papa Entertainment plc

			("Papa Entertainment" or the "Company")

				    Final Results

Papa Entertainment Plc (ISDX: PAPP), a specialist UK group focused on the music and 
media industries, today announces its final audited results for the year ended 31 
March 2014 (the "Period").

Highlights

-Revenues for the Period totalled GBP 1.05 million (15 months to March 2013: GBP 31k)                                              
-Loss for the Period after taxation was GBP 2.3 million (15 months to March 2013: GBP 
874k)                                        
-Revenues from 'Raiding the Rock Vault' at a record high                                                                           
-Favourable contract renewed with Westgate Las Vegas Rose & Casino for 'Raiding the 
Rock Vault' (formerly Las Vegas Hotel & Casino)

Commenting on the final results, Korda Marshall, Non-Executive Chairman of Papa 
Entertainment plc, said: "Over the course of the year we have seen the Raiding the 
Rock Vault show grow both in popularity and attendance. It is frequently being ranked 
as the No. 1 show in Las Vegas (according to TripAdvisor) which has helped us achieve 
record revenues. In December 2013, the Company's contract with the Westgate Resort & 
Casino in Las Vegas (formerly known as the Las Vegas Hotel & Casino) was renewed on 
significantly enhanced financial terms for Papa Entertainment. We intend to keep 
developing Raiding the Rock Vault as well as develop the music publishing part of the 
business, Mission Group, in the coming year."

For further information, please contact:


Papa Entertainment plc                                   
Harry Cowell, Chief Executive   		   Tel: +44 (0) 20 8977 0632
                             			   www.papaentertainmentplc.com
Allenby Capital Limited                                    
Alex Price                      		   Tel: +44 (0) 20 3328 5657
                                    		   www.allenbycapital.com 

Media enquiries:


Abchurch                                                     
Henry Harrison-Topham / Jamie Hooper		   Tel: +44 (0) 20 7398 7719
jamie.hooper@abchurch-group.com                    www.abchurch-group.com


Notes to Editors

Papa Entertainment was incorporated as a vehicle for the purpose of acquiring 
companies or businesses engaged in the entertainment, music and media industries. 
Papa Entertainment acquired Mission Entertainment Group Limited and its subsidiaries 
(the "Mission Group") in July 2012.

Papa Entertainment is led by its Chief Executive Officer, "Sir" Harry Cowell, who has 
over 30 years' experience in the music industry.

The Company's Non-Executive Chairman is Korda Marshall, who has during his career 
signed artists, directed major label A&R departments, produced, executive produced 
and been a managing director of three recording companies and has worked with 
performers including Take That, MUSE, Ash, Paul Oakenfold, the Eurythmics, Dave 
Stewart, Peter Andre, Garbage, James Blunt, Gnarls Barkley and The Darkness, 
personally signing or negotiating with several of these artists. Korda's signings 
include Mercury Music Prize winning band Alt-J.

Simon Napier-Bell, a Non-Executive Director of Papa Entertainment, has enjoyed a long 
career in the entertainment industry, commencing in the 1960s, with notable 
highlights including the management of well-known artists such as "Wham!" and the 
"Yardbirds" and the co-writing of the No. 1 Hit Single "You don't have to say you 
love me" for Dusty Springfield.

Papa Entertainment was admitted to the ISDX Growth Market on 14 September 2012.

For more information on the Company please visit: www.papaentertainmentplc.com

Chairman and Chief Executive's statement

On behalf of Papa Entertainment, a specialist UK group focused on the music and media 
industries, we are pleased to present our final audited results for the year ended 31 
March 2014.

Financial review

The Group recorded revenues of GBP 1.05 million for the year ended 31 March 2014 (15 
months to March 2013: GBP 31k) and the loss after taxation was GBP 2.3 million (15 
months to March 2013: GBP 874k). As at 31 March 2014, cash on the balance sheet was 
GBP 101k (as at 31 March 2013: GBP 145k).

Raiding the Rock Vault ("RTRV")

RTRV is an award winning show, produced by the Group's subsidiary Rock Vault Tours 
Inc. ("RV Tours"). The show has been consistently rated by TripAdvisor as the number 
one performance in Las Vegas out of a total of 196 shows. RTRV is ranked ahead of 
other musicals such as Jersey Boys and Rock of Ages and, also recently beat rival 
nominee, Rock of Ages, to win the prestigious 'Best of Las Vegas - Best Musical 2014' 
award.

The first classic rock concert of the Rock Vault project, 'Raiding the Rock Vault', 
debuted successfully on 29 November 2012 at The Mayan Theatre in Los Angeles. The two 
hour long concert narrates the story of classic rock and features songs by The Who, 
The Doors, Jimi Hendrix, Free, The Eagles, Led Zeppelin, Bryan Adams, Van Halen, Deep 
Purple, Queen and The Rolling Stones. The rock show differentiates itself from other 
shows in the space by the fact that its cast consists of members of well-known rock 
groups such as Bon Jovi, Heart, Bad Company, Whitesnake and Foreigner.

In January 2013, the Company secured a one year contract with the Las Vegas Hotel & 
Casino ("LVH") to perform the RTRV concerts in the hotel's Showroom. The Showroom 
seats approximately 1,500 and the hotel has 2,956 rooms and 305 suites in total. 

The red carpet performance took place on 18 March 2013. The Show was met with 
positive reviews from critics in publications such as the 100 per cent. Rock Magazine 
and the Las Vegas Review Journal amongst others and quickly established itself as one 
of the most popular new shows in Vegas. 

On 20 December 2013, RV Tours and the LVH entered into their second exclusive 
entertainment engagement agreement (the "Second Contract") to produce and present the 
Show, five days per week, in the LVH Showroom for a period of 12 months, which 
commenced on 24 January 2014. The LVH embarked on an extensive and wide-ranging 
marketing and promotional campaign, including rebranding the hotel as the 'Home of 
Raiding the Rock Vault'. The Company estimates that the marketing, media and 
promotion costs covered by the hotel under the Second Contract are in the region of 
$120,000 per month. 

Papa Entertainment has been seeking to further commercialise RTRV by conducting 
merchandising activities in relation to the RTRV concerts, which has principally 
involved the sale of branded items, such as t-shirts, CD albums, posters, programmes 
and signed guitars. The show has also received interest from corporate sponsors, an 
area that Papa Entertainment is currently developing. 

Current trading

One of the key performance indicators for the show in terms of revenues are the level 
of ticket sales and average ticket prices. Initially the LVH employed a strategy of 
giving a large percentage of complimentary tickets in order to increase awareness of 
the show but in the light of the show's positive reviews the strategy now is to focus 
on increasing paid ticket sales at the best prices possible. Since the show 
recommenced its second season the show has had average attendances of over 500 people 
with paid tickets well in excess of 200 with average ticket prices during the year of 
circa US$40. In addition the merchandise sales per tickets sold will be maximised by 
providing attractive and sought after items and personally signed memorabilia.

For the period in question, the majority of the operating loss (86%) was generated by 
the RTRV concert. The cost of sales of running the show amounted to GBP 2.2 million, 
the major components of which were the staff costs of the cast and crew amounting to 
GBP 1.1 million and the LVH (now the Westgate) labour costs amounting to GBP 494k. 
Administrative costs of GBP 595k were incurred in the US (representing 63% of the 
total Group overheads before foreign exchange losses), the major component of which 
were marketing and promotion costs of GBP 426k.

The show has attained significant popularity in a relatively short period of time and 
this initial success has been achieved in what is still quite an early stage of its 
development of the RTRV concept. Financially the show has incurred losses during the 
year establishing its name and reputation as it has initially had to bear a high 
portion of the overall costs as the show was unproven. The show's growing popularity 
has been well received by the Westgate and the terms of the second season contract 
are consequently more commercially beneficial to the Group and as a result the show 
related costs should reduce substantially in the current financial year. 

Mission Entertainment Group Limited

Separate from the 'Rock Vault' project, on 24 July 2012 the Company acquired music 
production and publishing company, Mission Entertainment Group Limited ("Mission 
Group"). The Mission Group has two key divisions; the first is Mission Publishing, a 
Company providing song writing services to artists. Mission Publishing currently has 
three writers contracted to it on an exclusive basis and approximately five writers 
on a non-exclusive basis which it operates through its relationship with Notting Hill 
Music ("NHM"). Currently Mission Publishing has a catalogue of 42 songs signed under 
a sub-publishing agreement with Imagem and 24 songs signed as part of the 
relationship with NHM. 

The second division is Mission Recordings which offers audio, recording, production 
facilities and production services using the Group's recording studios. Tracks 
produced by Mission Recordings are principally purchased through internet downloads 
as opposed to CD sales. The strategy to drive growth at Mission is to expand its 
roster of writers in order to make a 'hit song'. The ultimate goal of Mission Group 
is to build a valuable long term catalogue asset.

Mission Recordings currently has three artists signed to it including "AYO" (also 
known as Ayo Beatz) the stage name for Ezechiel Oyewole, a Pop / R&B artist, who 
released his first commercial single "Boom Ayo", an adaptation of the 1995 hit "Boom 
Boom Boom" by the Outhere Brothers on 22 July 2012 to positive reviews. AYO released 
the club track "Alive' featuring Ebony Day in clubs on 3 September 2013 and is 
planning a commercial release in Q1 2015.

In February 2014, the Group announced that the Company had extended its lease 
agreement at its recording studio at Fairlight Mews, 15 St Johns Road, Kingston Upon 
Thames, Surrey KT1 4AN (the "Lease Extension"). This was subsequently further 
extended post-period end in July 2014 to 3 February 2015.

Post-period end

In addition, in April 2014 Mission Recordings signed two exclusive distribution 
agreements with Absolute Marketing and Distribution Ltd (Absolute). Under the 
contracts Mission Recordings has appointed Absolute as its distribution agent for 
electronic, mobile music and video sales and streaming of all of the recordings and 
music videos that Mission Recordings produces, covering both digital and physical 
label services although the contract will not provide any meaningful revenues this 
current financial year ending 31 March 2015.

Post-period end, on 3 June 2014, the Company entered into a secured loan agreement 
with its largest creditor, Eoghan Hynes, a director and shareholder of the Company 
(the "Loan Agreement"). Under the terms of the Loan Agreement, Eoghan Hynes may make 
available a loan facility of up to GBP 3,750,000 of which GBP 3,495,990 had already 
been advanced. Interest is payable on the amounts already advanced from 1 May 2014 
and subsequent sums when advanced at the rate of 5 per cent. per annum and repayment 
of the loan advanced and interest is due on 4 April 2016. The Loan Agreement contains 
customary provisions in the event of a default by the Company and negative pledges, 
amongst other things, and is immediately repayable on the sale of a majority of 
shares in the Company or if a material asset of the Company is disposed of.

The Loan Agreement is secured by a debenture entered into between the Company and 
Eoghan Hynes (the "Debenture"). The Debenture secures the Loan Agreement by way of 
fixed and floating charges over the Company's entire assets, intellectual property 
and shareholdings in its subsidiary companies, namely, Rock Vault Inc., Rock Vault 
Tours Inc. and Mission Entertainment Group Limited.

The LVH was acquired by Westgate Resorts on 1 July 2014 and was subsequently renamed 
Westgate Las Vegas Resort & Casino ("Westgate") and all existing LVH contractual 
arrangements have remained in place. The Company views the acquisition of the LVH by 
Westgate with optimism owing to the ambitious and exciting plans the new owners have 
for the hotel, and Westgate Resorts' impressive track record. 

On 1 July 2014, the Group received a legal complaint filed with the District Court of 
Clark County, Nevada from John Payne, one of the writers and former performers in the 
Show, as plaintiff against Rock Vault Tours Inc. (a wholly owned subsidiary of the 
Company) (1), NAV-LVC LLC (the operator of the LVH) (2), Westgate Resorts Inc. (the 
new owner of the LVH) (3) Sir Harry Cowell (the Chief Executive Officer of the 
Company) (4) and persons unknown (5). The complaint, which seeks damages in excess of 
US$50,000 and injunctive relief, alleges, amongst other things, a breach of contract 
arising from John Payne's suspension on or about 14 May 2014 and subsequent 
termination on or about 18 June 2014 as a performer and musical director of the Show 
and a breach of contract under various royalty agreement entered into between the 
Group and John Payne. The Group considers that the complaint is wholly without merit 
and intends to defend it vigorously. That said, for such time as the Show 
incorporates material written or created by John Payne, the Group will comply with 
the terms of the royalty agreements entered into between the Group and John Payne.

Finally, Andrew Morley resigned from his role as a non-executive director of the 
Company on 2 July 2014. The Board thanks him for his contribution to the Company.

Emphasis of matter - going concern

The auditor's report on the financial statements includes an emphasis of matter in 
relation to the group's ability to continue as a going concern. Notwithstanding this, 
the Directors are optimistic about the group's prospects and have a reasonable 
expectation that the Company has adequate resources for the foreseeable future.

Outlook

The Board believes that there is great potential in both RTRV and its concept and the 
Mission Group business of Papa Entertainment.

In relation to RTRV, the Board believes that in much the same way as Cirque du Soleil 
created its brand through the concept of combining traditional circus acts with 
opera, dance, theatre and live music; the Company's RTRV show has the potential to 
replicate this with its brand in relation to the 'all-star tribute band' concept, 
using recognisable ex-rockstars, popular set lists, relevant visuals, facts on the 
band, and a chronological story. The Board believes that the Show is unique in 
combining the appeal of attending a live concert with watching a history of rock 
music to give an 'all-star tribute band' experience. The Board believes that through 
the management team's extensive experience and music industry contacts, the Company 
has access to unique talent within various music genres and that this will serve as 
the foundation for the formation of several productions using the Show's framework.

It is the intention of the Group to pilot a new show in Las Vegas in December 2014, 
'Raiding the Country Vault' during Rodeo Week which will, in a similar vein to RTRV, 
tell the chronological story of the evolution of country music using a band of well-
known country musicians. It is the Company's intention to film the new show and to 
use this as a method of marketing the new concept to other venues in a similar way in 
which the RTRV was originally piloted and which led to the first LVH (now Westgate) 
contract.

In addition to leveraging upon the success of the RTRV concept, Papa Entertainment 
views the future for Mission Group with optimism. The Company seeks to grow this 
business division by increasing its roster of writers which will ultimately assist 
Mission's chance of having a hit song.

Papa Entertainment would like to thank our investors, customers and partners for 
their continued support.


Korda Marshall                                            Harry Cowell
Chairman                                               Chief Executive
29 August 2014                                          29 August 2014


Consolidated Profit and Loss Account
For the Year ended 31 March 2014


                                                                            
                                                     Year          15 month 
                                                    ended      period ended 
                                                 31 March          31 March 
                                                     2014              2013 
                                       Note           GBP               GBP  
                                                                            
Revenue                                   2     1,048,368            31,283 
Cost of sales                                  (2,382,926)         (230,837)
                                              ------------------------------

Gross loss                                     (1,334,558)         (199,554)
                                              ------------------------------
                                                                            
----------------------------------------------------------------------------

Administrative expenses                        (1,125,122)         (480,067)

Deemed cost of listing                                  -          (278,969)
----------------------------------------------------------------------------
Total administrative expenses                  (1,125,122)         (759,036)
                                              ------------------------------
Operating loss                                 (2,459,680)         (958,590)
                                                                            
Finance income                                    151,783            95,385 

Finance expense                                       (65)          (10,407)
                                                                            

Loss before taxation                           (2,307,962)         (873,612)

Tax on loss on ordinary activities        4             -                 - 
                                              ------------------------------
Loss after taxation attributable to                                        
 equity holders                                (2,307,962)         (873,612)
                                              ------------------------------
                                              ------------------------------
                                                                            
Other comprehensive income                                                  
Exchange difference on translation of                                       
 foreign subsidiaries                              81,942                 - 
                                              ------------------------------
Total Comprehensive loss for the year                                       
 attributable to equity holders                (2,226,020)         (873,612)
                                              ------------------------------
                                              ------------------------------
                                                                            
                                                                            
Basic and diluted loss per share                                            
 (pence) attributable to equity holders   5         (3.20)            (1.28)
                                              ------------------------------
                                              ------------------------------


All amounts relate to continuing operations.

Consolidated Balance Sheet
As at 31 March 2014


                                                                            
                                               31 March            31 March 
                                                   2014                2013 
                                       GBP          GBP      GBP        GBP  
Non-current assets                                                          
Property, plant and equipment                    70,716              75,435 
                                            ------------         -----------
                                                                            
Total non-current assets                         70,716              75,435 
                                                                            
Current assets                                                              
Inventory                           436,902              547,050            
Trade and other receivables         205,775              233,794            
Cash and cash equivalents           100,824              144,601            
                                   ---------            ---------           
                                                                            
Total current assets                            743,501             925,455 
                                            ------------         -----------
                                                                            
Total assets                                    814,217           1,000,880 
                                            ------------         -----------
                                            ------------         -----------
                                                                            
Liabilities                                                                 
Current liabilities                                                         
Trade and other payables           (297,064)            (281,473)           
                                   ---------            ---------           
                                               (297,064)           (281,473)
Non-current liabilities                                                   
Long-term borrowings                         (3,415,385)         (1,391,619)
                                            ------------         -----------
                                                                            
Total liabilities                            (3,712,449)         (1,673,092)
                                            ------------         -----------
Net liabilities                              (2,898,232)           (672,212)
                                            ------------         -----------
                                            ------------         -----------
EQUITY                                                                    
Share capital                                   720,563             720,563 
Share premium                                 1,973,412           1,973,412 
Reverse acquisition reserve                  (2,102,490)         (2,102,490)
Exchange reserve                                 81,942                   - 
Retained earnings                            (3,571,659)         (1,263,697)
                                            ------------         -----------
TOTAL EQUITY                                 (2,898,232)           (672,212)
                                            ------------         -----------
                                            ------------         -----------


Consolidated statement of changes in Equity
For the Year ended 31 March 2014

                                                                                  
                   Share      Share      Reverse  Exchange   Retained       Total 
                 Capital    Premium  Acquisition   Reserve   Earnings             
                                         Reserve                                  
                    GBP        GBP          GBP       GBP        GBP         GBP  
                ------------------------------------------------------------------
                                                                                  
At 1 January                                                                      
 2012             64,002     16,000      206,633         -   (399,071)   (112,436)
Effect of                                                                         
 transition to                                                                    
 IFRS                  -          -            -         -      8,986       8,986 
At 1 January                                                                      
 2012 as                                                                          
 restated         64,002     16,000      206,633         -   (390,085)   (103,450)
                ------------------------------------------------------------------
Comprehensive                                                                     
 income for the                                                                   
 period:                                                                          

Loss for the                                                                      
 period                -          -            -         -   (873,612    (873,612)
                ------------------------------------------------------------------
Total                                                                             
 comprehensive                                                                    
 loss for the                                                                     
 period                -          -            -         -   (873,612)   (873,612)
Contributions                                                                     
 by and                                                                           
 distributions                                                                    
 to owners:                                                                       
Issue of shares                                                                   
 on reverse                                                                       
 acquisition     640,021  1,920,062   (2,309,123)        -          -     250,960 
Conversion of                                                                     
 loan notes        7,000     28,600            -         -          -      35,600 
Issue of shares    9,540      8,750            -         -          -      18,290 
                                                                                  
                ------------------------------------------------------------------
Total issue of                                                                    
 shares for the                                                                   
 period          656,561  1,957,412   (2,309,123)        -          -     304,850 
                ------------------------------------------------------------------
                                                                                  
                ------------------------------------------------------------------
As at 31 March                                                                    
 2013            720,563  1,973,412   (2,102,490)        - (1,263,697)   (672,212)
                ------------------------------------------------------------------
Comprehensive                                                                     
 income for the                                                                   
 period:                                                                          

Loss for the                                                                      
 year                  -          -            -         - (2,307,962) (2,307,962)
Other                                                                             
 comprehensive                                                                    
 income                                                                           
                ------------------------------------------------------------------
Exchange                                                                          
 differences on                                                                   
 translation of                                                                   
 foreign                                                                          
 operations            -          -            -    81,942          -      81,942 
                ------------------------------------------------------------------
Total                                                                             
 comprehensive                                                                    
 loss for the                                                                     
 period                -          -            -    81,942 (2,307,962) (2,226,020)
                                                                                  
                ------------------------------------------------------------------
Balance at 31                                                                     
 March 2014      720,563  1,973,412   (2,102,490)   81,942 (3,571,659) (2,898,232)
                                                                                  
                ------------------------------------------------------------------
                ------------------------------------------------------------------


Consolidated Cash Flow Statement
For the Year ended 31 March 2014


                                                                            
                                                                   15 month 
                                                                     period 
                                                   Year ended         ended 
                                                     31 March      31 March 
                                                         2014          2013 
                                                          GBP           GBP  
Cash flows from operating activities                                        
Loss for the period before taxation                (2,307,962)     (873,612)
Adjustment for:Depreciation of tangible fixed                               
 assets                                                21,966        21,470 
Deemed cost of listing                                      -       278,969 
Finance income                                       (151,783)      (95,385)
Finance expense                                            65        10,407 
                                                   -------------------------
                                                                            
Operating cash flows before movements in working                            
 capital                                           (2,437,714)     (658,151)
                                                                            
Decrease/(increase) in inventory                      110,148      (547,050)
Decrease in trade and other receivables                42,751        30,629 
Increase in other payables and accruals                79,829        92,707 
                                                   -------------------------
                                                                            
Cash used in operating activities                  (2,204,986)   (1,081,865)
Interest paid                                             (65)      (10,407)
                                                   -------------------------
                                                                            
                                                   -------------------------
Net cash used in operating activities              (2,205,051)   (1,092,272)
                                                   -------------------------
                                                                            
                                                   -------------------------
Cash flow from investing activities                                         
Acquisition of equipment                              (17,133)      (19,187)
                                                   -------------------------
Net cash used in investing activities                 (17,133)      (19,187)
                                                   -------------------------
                                                                            
Cash flow from financing activities                                         
Issue of shares                                             -        25,431 
Increase in long-term borrowings                    2,175,549     1,367,189 
                                                   -------------------------
Net cash from financing activities                  2,175,549     1,392,620 
                                                   -------------------------
                                                                            
Net (decrease)/increase in cash and cash                                    
 equivalents                                          (46,635)      281,161 
Effect of exchange rate changes                         2,858             - 
                                                                            
                                                   -------------------------
Cash and cash equivalents at beginning of period      144,601      (136,560)
                                                   -------------------------
                                                                            
Cash and cash equivalents at end of period            100,824       144,601 
                                                   -------------------------


1.    ACCOUNTING POLICIES                                                   
                                                                            
1.1   Transition to Adopted IFRSs                                           
                                                                            
      The Group is preparing its financial statements in accordance with    
      IFRS for the first time and consequently has applied IFRS 1. An        
      explanation of how the transition to IFRSs has affected the reported  
      financial position, financial performance and cash flows of the Group 
      is provided in note 23.                                               
                                                                            
1.2   Basis of measurement and preparation of financial statements          
                                                                            
      The consolidated financial statements of Papa Entertainment Plc have  
      been prepared in accordance with International Financial Reporting    
      Standards as adopted by the European Union (IFRSs as adopted by the   
      EU), issued by the International Accounting Standards Board (IASB),   
      including interpretations issued by the International Financial       
      Reporting Interpretations Committee (IFRIC), and the Companies Act    
      2006 applicable to companies reporting under IFRS. The consolidated   
      financial statements have been prepared under the historical cost     
      convention, as modified for any financial assets which are stated at  
      fair value through profit or loss. The financial information is       
      presented in British Pounds Sterling ("GBP"), the Company's reporting
      currency. The Company's functional currency is GBP, given its        
      operating activities in United Kingdom. 

      The preparation of the financial information in conformity with IFRS 
      requires the Company to make judgements, estimates and assumptions 
      that affect the application of accounting policies and the reported 
      amounts of assets, liabilities, income and expenses. Actual results 
      may differ from these estimates. 

      Estimates and judgements are continually evaluated and are based on 
      historical experience and other factors, including expectations of 
      future events that are believed to be reasonable under the circumstances. 
      Accounting estimates will, by definition, seldom   
      equal the actual results. Revisions to accounting estimates are       
      recognised in the period in which the estimates are revised and in any
      future years affected. 

      Basis of consolidation of Papa Entertainment plc 

      The consolidated financial statements incorporate the financial   
      statements of Papa Entertainment Plc and its subsidiaries. 

      On 24 July 2012, Papa Entertainment plc became the legal holding company of      
      Mission Entertainment Group Limited and its subsidiaries via a share  
      for share exchange. Under IFRS3 (Revised) "Business Combinations", the
      acquisition of Mission by the Company has been accounted for as a     
      reverse acquisition and the consolidated IFRS financial information of
      the Company is therefore a continuation of the financial information  
      of the Mission Group. 
     
      The reporting reference date for the subsidiary companies was extended 
      to a 15 month comparative period to 31 March 2013 in order to match 
      that of the Company, the holding company of the Group. As a result of 
      the above changes in accounting reference dates the comparative financial 
      information is not directly comparable to the current period financial 
      information of 12 months.                
                                                                            
1.3   Critical accounting estimates and judgements                          
                                                                            
      Estimates and judgements are continually evaluated by the Directors   
      and are based on historical experience and other factors, including   
      expectations of future events that are believed to be reasonable under
      the circumstances. 

      The key assumptions concerning the future and other key sources of 
      estimation uncertainty at the statement of financial   
      position date, that have a significant risk of causing a material     
      adjustment to the carrying amounts of assets and liabilities within   
      the next financial period are as stated below:
                        
      Long-term borrowings 
      
      The long-term borrowings are provided by Eoghan  
      Hynes, a Director and shareholder of the Company and three other      
      individuals. The loans were provided interest-free during the year.   
      They have no specified maturity date and are subject to at least 12-  
      months' notice of repayment. On initial recognition, the Directors    
      were required to make assumptions as to the fair value of the loans,  
      taking into account an arms' length interest rate and expected        
      repayment date. The Directors assumed an interest rate of 7.5% as this
      is the expected borrowing rate of the group and that they would be    
      repaid in 12 months from each balance sheet date to calculate a fair  
      value for each loan. 
 
      Inventory - work in progress 

      The inclusion of project work in progress in the financial statements 
      represents pre-production work in progress costs for the Raiding the 
      Rock Vault show which the Directors expect to generate future benefits 
      over the life of the show. These costs therefore are released over the 
      life of the show in line with the revenues generated through ticket sales. 
      During the year the Group recognised GBP 110,497 within cost of sales. 
      Should the show be deemed not commercially viable the loss for the year 
      would be increased by GBP 436,902 (2013: GBP 547,050). 

      Other receivables - recoupable advances 

      Royalties due to an artist are credited against any outstanding advances 
      in the year of receipt until the advance is  
      fully recovered. Royalties are payable to the artist only when the    
      sales of the album exceed the advance paid. An impairment review is   
      carried out on each artist's advance position at the balance sheet    
      date. If it is thought that future earnings will not amount to the net
      value of an advance, then a provision for the estimated shortfall is  
      recorded. Advances are included within other receivables as           
      recoverable within one year, although certain amounts may be recovered
      after more than one year. Should the recoupable advances be impaired  
      by 10%, the loss for the period would be increased by GBP 15,140      
      (2013: GBP 17,194).                                                   
                                                                            
1.4   Going concern                                                         
                                                                            
      The financial statements have been prepared assuming the group will   
      continue as a going concern. Under the going concern assumption, a    
      group is ordinarily viewed as continuing in business for the          
      foreseeable future with neither the necessity of liquidity, nor       
      ceasing trading or seeking protection from creditors pursuant to laws 
      or regulations. In assessing whether the going concern assumption is  
      appropriate, management takes into account all available information  
      for the foreseeable future, in particular for the twelve months from  
      the date of approval of the financial statements. Management have a   
      reasonable expectation that the entity has adequate resources to      
      continue in its operational exercises for the foreseeable future and  
      has adopted the going concern basis of accounting in preparing the    
      financial statements. 

      Eoghan Hynes, a director and shareholder of the Company, has advised 
      the Company that he intends to continue to support the Group financially, 
      so that the Group maintains adequate financial and working capital 
      resources for a minimum period of 12 months commencing from the date 
      of the signing of these financial statements and is able to pay its 
      existing and future liabilities or commitments with third parties as 
      they fall due.                      
 
1.5  Revenue 

     Revenue is recognised to the extent that it is probable that the economic 
     benefits will flow to the Group and the revenue can be reliably measured, 
     regardless of when payment is being made.  Revenue is measured at the fair 
     value of the consideration received or receivable, taking into account 
     contractually defined terms of payment and excluding taxes or duty. 

     The specific recognition criteria described below must also be met before 
     revenue is recognised; 

     Recording and publishing 

     Revenue presents net invoiced sales of goods and services, exclusive of 
     Value Added Tax. Revenues are recognised on a right to consideration basis. 

     Concerts 

     Revenue represents net invoiced sales of services and ticket sales 
     net of credit card commissions, exclusive of Value Added Tax.  
     Revenues are recognised on completion of a concert in line with 
     the agreement in place with the venue, over the expected life of the show.

1.6  Announcement information
		
     The information set out in this announcement does not constitute the Group's 
     statutory financial statements for the year ended 31 March 2014 as defined in 
     Section 434 of the Companies Act 2006, but was extracted from those audited 
     financial statements.  The auditors have reported on the statutory financial 
     statements for the period ended 31 March 2014; this report was unqualified 
     but included the following emphasis of matter in respect of going concern:  

     "In forming our opinion on the financial statements, which is not 
     qualified, we have considered the adequacy of the disclosure made in 
     note 1 to the financial statements concerning the company?s and the group?s 
     ability to continue as a going concern. The financial position and the 
     current liabilities of the group are disclosed on the statement of financial 
     position on page 11. These conditions, along with the other matters explained 
     in note 1 to the financial statements, indicate the existence of a material 
     uncertainty which may cast significant doubt about the group?s ability to 
     continue as a going concern though our opinion is not qualified in this respect. 
     The financial statements do not include the adjustments that would result if the 
     company was unable to continue as a going concern.? 

     The financial information set out in this announcement was approved by the board 
     on 29 August 2014.

     The directors do not recommend the payment of a dividend (2013: nil). 




2. REVENUE

Revenue is generated from the principal activities of the group:


                                                                            
                                                         Year       15 month
                                                        ended   period ended
                                                     31 March       31 March
                                                         2014           2013
                                                          GBP            GBP 

Concerts                                            1,048,368         29,998
Recording and publishing                                    -          1,285
                                                                            
                                              ------------------------------
Total                                               1,048,368         31,283
                                              ------------------------------


All revenue was derived from external customers and an analysis by geographical 
market was as follows:


                                                         Year       15 month
                                                        ended   period ended
                                                     31 March       31 March
                                                         2014           2013
                                                          GBP            GBP 

United Kingdom                                              -          1,285
USA                                                 1,048,368         29,998
                                                                            
                                              ------------------------------
Total                                               1,048,368         31,283
                                              ------------------------------


3. REVERSE ACQUISITION

On 24 July 2012, Papa Entertainment plc became the legal holding company of Mission 
Entertainment Group Limited and its subsidiaries via a share for share exchange. The 
aggregate consideration was GBP 2,560,083, which was satisfied by the issue of 
64,002,070 ordinary shares of GBP 0.01 each in Papa Entertainment plc at an issue 
price of GBP 0.04 per ordinary share.

The accounting policy adopted by the Directors applies the principles of IFRS 3 in 
identifying the accounting acquirer and the presentation of the consolidated 
financial information of the legal parent (the Company) as a continuation of the 
accounting acquirer's financial information (Mission). This policy reflects the 
commercial substance of this transaction as follows:


--  the original shareholders of the subsidiary undertakings are the most
    significant shareholders post initial public offering, owning 90 per
    cent. of the issued share capital; and 

--  the cash consideration paid as part of the initial public offering
    returned equity to the original shareholders of the legal subsidiary
    undertaking and as a consequence diluted their shareholding to 10 per
    cent. 


Accordingly, the following accounting treatment and terminology has been applied in 
respect of the reverse acquisition:


--  the asset and liabilities of the legal subsidiary Mission Entertainment
    Group Limited are recognised and measured in the Group financial
    information at the pre-combination carrying amounts, without
    reinstatement to fair value; 

--  the retained earnings and other equity balances recognised in the Group
    financial information reflect the retained earnings and other equity
    balances of Mission Entertainment Group Limited immediately before the
    business combination, and the results of the period from 1 September
    2010 to the date of the business combination are those of Mission
    Entertainment Group Limited. However, the equity structure appearing in
    the Group financial information reflects the equity structure of the
    legal parent, including the equity instruments issued under the share
    for share exchange to effect the business combination; 

--  the cost of the combination has been determined from the perspective of
    Mission Entertainment Group Limited. The fair value of the shares in
    Mission Entertainment Group Limited has been determined from the
    admission price of Papa Entertainment plc on admission to trading on
    ISDX for GBP 0.04 pence per share. The value of the consideration shares
    was GBP 2,560,083. The fair value of the notional number of equity
    instruments that the legal subsidiary would have had to have issued to
    the legal parent to give the owners of the legal parent the same
    percentage ownership in the combined entity is 10 per cent of the market
    value of the shares after issues, being GBP 256,008. The difference
    between the notional consideration paid by Papa Entertainment plc for
    Mission Entertainment Group Limited and the Papa Entertainment plc net
    liabilities acquired of GBP 22,961 has been recorded as goodwill, and
    charged to the consolidated profit and loss account at a cost of GBP
    278,969 with a corresponding entry to the reverse acquisition reserve. 


Papa Entertainment plc had no significant assets nor significant other liabilities or 
contingent liabilities of its own at the time that the share for share exchange took 
effect.

4. TAXATION


                                                                    15 month
                                                   Year ended   period ended
                                                     31 March       31 March
                                                         2014           2013
                                                          GBP            GBP 
Analysis of tax charge in the period                                        

Current tax                                                                 
UK corporation tax charge on profit for the                                 
period                                                      -              -
                                              ------------------------------
                                                                            
Tax on profit on ordinary activities                        -              -
                                              ------------------------------



Factors affecting tax charge for the period

                                                                                                                      15 month
                                                                                                       Year ended period ended
                                                                                                         31 March     31 March
                                                                                                             2014         2013
                                                                                                              GBP          GBP  
Loss before tax                                                                                        (2,307,962)    (873,612)
                                                                                                           -----------------------
                                                                                                           -----------------------
                                                                                                                                   
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 20% (2013- 20%)  (461,592)   (174,722)
                                                                                                                                  
Effects of:                                                                                                                   
Expenses not deductible for tax purposes                                                                       804        1,135
Capital allowances for year in excess of depreciation                                                                     4,294
Current year losses carried forward                                                                        460,788      169,293
                                                                                                           -----------------------
                                                                                                                                  
Current tax charge for the period                                                                                -            -
                                                                                                           -----------------------



The group has tax losses of GBP 3,459,862 (2013: GBP 1,155,920) available to offset 
against future profits. No deferred tax asset has been recognised in respect of these 
losses due to the uncertainty of the group generating future profits.

5. LOSS PER SHARE


Basic (loss) per share is calculated by dividing the earnings attributable  
to ordinary shareholders by the weighted average number of ordinary shares  
outstanding during the period.                                              
                                                                            
A reconciliation is set out below:                                          
                                                                    15 month
                                                      Year to      period to
                                                     31 March       31 March
                                                         2014           2013
Basic loss per share                                      GBP            GBP 
                                                                            
Loss for the period                               (2,307,962)      (873,612)
                                                                            
                                                                            
Weighted average number of shares                  72,056,290     68,424,483
                                                                            
Loss per share (pence)                                 (3.20)         (1.28)



In calculating the weighted average number of ordinary shares outstanding (the 
denominator of the earnings per share calculation) during the period in which the 
reverse acquisition occurs:                                                   


(a) the number of ordinary shares outstanding from the beginning of that period to 
the acquisition date shall be computed on the basis of the weighted average number of 
ordinary shares of the legal acquiree (accounting acquirer) outstanding during the 
period multiplied by the exchange ratio established in the merger agreement; and  


(b) the number of ordinary shares outstanding from the acquisition date to the end of 
that period shall be the actual number of ordinary shares of the legal acquirer (the 
accounting acquiree) outstanding during that period.                               

                                                
The basic earnings per share for each comparative period before the acquisition date 
presented in the consolidated financial statements following a reverse acquisition 
shall be calculated by dividing:                                                    
                                                        
(a) the profit or loss of the legal acquiree attributable to ordinary shareholders in 
each of those periods by                                                            
                              
(b) the legal acquiree's historical weighted average number of ordinary shares 
outstanding multiplied by the exchange ratio established in the acquisition 
agreement.                                          

There are no current dilutive instruments in issue; therefore the diluted loss per 
share is the same as the basic loss per share.       


6. SUBSEQUENT EVENTS

On 3 June 2014, the Company entered into a secured loan agreement with its largest 
creditor, Eoghan Hynes, a Director and shareholder of the Company (the "Loan 
Agreement"). The Loan Agreement is secured by a debenture entered into between the 
Company and Eoghan Hynes (the "Debenture"). Under the terms of the Loan Agreement, 
Eoghan Hynes may make available a loan facility of up to GBP 3,750,000. Interest is 
payable on the amounts already advanced from 1 May 2014, and subsequent sums when 
advanced, at the rate of 5% per annum. Repayment of the loan advanced, and interest, 
is due on 4 April 2016. The Debenture secures the Loan Agreement by way of fixed and 
floating charges over the Company's and Group's assets.

On 3 June 2014, the Company entered into simple loan agreements with each of Carlo 
Grossi for GBP 60,000, Sara Stoneham for GBP 81,000 and Mandy Bradmore for GBP 
81,000. The loans are for general business purposes, are unsecured and are repayable 
by 4 April 2016. Interest is calculated at a rate of 3% per annum, payable from 1 May 
2014. Interest on late payment is calculated at a rate of 5% above the Bank of 
England's base rate.

Subsequent to the year end John Payne, a performer and musical director of the RTRV 
show has left the Group following which in early July the Group was notified of a 
potential lawsuit. The Group considers that the complaint is wholly without merit and 
intends to defend it vigorously. It does not consider there to be a material exposure 
in this respect.

On 3 July 2014, 500,000 Ordinary Shares of GBP 0.01 each were issued by the Company 
at a premium of GBP 0.035 per share in consideration of the assignment by Iain Cooper 
of certain intellectual property rights in relation to the Company's Raiding the Rock 
Vault show.

7. RELATED PARTY TRANSACTIONS

On 24 July 2012, the Company issued the following GBP 0.01 ordinary shares to 
directors of the Company:


                                                      
    E. Hynes                                18,071,173
    H. E. Cowell                            16,314,254
    A. D. Morley                             4,118,100
    S. R. Napier-Bell                          142,000


Eoghan Hynes a director and shareholder of the Company has provided a long term loan 
to the Company.

On 4 February 2011, Mission Publishing Limited and Mission Recordings Limited entered 
into a lease agreement with Eoghan Hynes, Eoghan Joseph Hynes and Harry Cowell (the 
"Landlord") whereby the Landlord agreed to rent the property known as Fairlight Mews, 
15 St Johns Road, Kingston Upon Thames, Surrey KT1 4AN for a period of three years 
for an annual rent of GBP 72,000 payable in equal quarterly payments in advance. The 
lease has been extended for a further 12 months to 4 February 2015 on the same terms. 
During the year ended 31 March 2014 rental costs were incurred of GBP 72,000 (2013: 
GBP 90,000).

8. FIRST TIME ADOPTION OF IFRS 

As stated in note 1, these are the Company's first financial statements prepared in 
accordance with Adopted IFRS's.

The accounting policies set out in note 1 have been applied in preparing the 
financial statements for the year ended 31 March 2014, the comparative information 
presented in these financial statements for the 15 month period ended 31 March 2013 
and in the preparation of an opening IFRS balance sheet at 31 December 2011 (the 
Company's date of transition).

In preparing its opening IFRS statement of financial position, the Company has 
adjusted amounts reported previously in financial statements prepared in accordance 
with its old basis of accounting (UK GAAP). An explanation of how the transition from 
UK GAAP to Adopted IFRSs has affected the Company's financial position, financial 
performance and cash flows is set out in the following tables and the notes that 
accompany the tables.

Reconciliation of Equity


                            1 January                          31 March            
                                 2012                              2013            
                            Effect of                         Effect of            
                           transition                        transition            
                           to Adopted                        to adopted            
                  UK GAAP        IFRS      IFRS     UK GAAP        IFRS        IFRS
                      GBP         GBP       GBP         GBP         GBP         GBP 
Non-current                                                                        
assets                                                                             
Property, plant                                                                    
and equipment      77,718           -    77,718      75,435           -      75,435
                                                                                   
                -------------------------------------------------------------------
                   77,718           -    77,718      75,435           -      75,435
                -------------------------------------------------------------------
Current assets                                                                     
Inventory               -           -         -     547,050           -     547,050
Trade and other                                                                    
receivables       264,423           -   264,423     233,794           -     233,794
Cash and cash                                                                      
equivalents         6,989           -     6,989     144,601           -     144,601
                -------------------------------------------------------------------
                  271,412           -   271,412     925,445           -     925,445
                -------------------------------------------------------------------
Total assets      349,130           -   349,130   1,000,880           -   1,000,880
                -------------------------------------------------------------------
                -------------------------------------------------------------------
Current                                                                            
liabilities                                                                        
Trade and other                                                                    
payables          333,066           -   333,066     281,473           -     281,473
                -------------------------------------------------------------------
                  333,066           -   333,066     281,473           -     281,473
                -------------------------------------------------------------------
Non-current                                                                        
liabilities                                                                        
Long term                                                                          
borrowings        128,500     (8,986)   119,514   1,495,990   (104,371)   1,391,619
                                                                                   
                -------------------------------------------------------------------
                  128,500     (8,986)   119,514   1,495,990   (104,371)   1,391,619
                -------------------------------------------------------------------
Total                                                                              
liabilities       461,566     (8,986)   452,580   1,777,463   (104,371)   1,673,092
                -------------------------------------------------------------------
                -------------------------------------------------------------------
                                                                                   
Net liabilities (112,436)       8,986 (103,450)   (776,583)     104,371   (672,212)
                -------------------------------------------------------------------
                -------------------------------------------------------------------
Equity                                                                             
Share capital      64,002           -    64,002     720,563           -     720,563
Share premium      16,000           -    16,000   1,973,412           -   1,973,412
Reverse                                                                            
acquisition                                                                        
reserve           206,633           -   206,633 (2,102,490)           - (2,102,490)
Retained                                                                           
earnings        (399,071)       8,986 (390,085) (1,368,068)     104,371 (1,263,697)
                -------------------------------------------------------------------
Total equity    (112,436)       8,986 (103,450)   (776,583)     104,371   (672,212)
                -------------------------------------------------------------------
                -------------------------------------------------------------------


Notes to the reconciliation of equity 

The long-term borrowings are provided by Eoghan Hynes, a Director and shareholder of 
the Company. The loans are provided interest-free. They have no specified maturity 
date and are subject to at least 12-months' notice of repayment. Under IFRS on 
initial recognition, the Directors are required to make assumptions as to the fair 
value of the loans, taking into account an arms' length interest rate and expected 
repayment date. The Directors assumed an interest rate of 7.5% and they have 
discounted for one year in line with the notice period.

Reconciliation of Statement of Comprehensive Income for 2013


                                                         2013               
                                                    Effect of               
                                                   transition               
                                                           to               
                                                      Adopted               
                                Note    UK GAAP         IFRSs  Adopted IFRSs
                                            GBP           GBP            GBP 
Revenue                                  31,283             -         31,283
Cost of sales                         (230,837)             -      (230,837)
                                      --------------------------------------
Gross profit                          (199,554)             -      (199,554)
Administrative expenses               (480,067)             -      (480,067)
Deemed cost of listing                (278,969)             -      (278,969)
                                      --------------------------------------
Total administrative expenses         (759,036)             -      (759,036)
                                      --------------------------------------
Operating loss                        (958,590)             -      (958,590)
Financial income                              -        95,385         95,385
Financial expenses                     (10,407)             -       (10,407)
                                      --------------------------------------
Net financing                                                               
(expense)/income                       (10,407)        95,385         84,978
                                                                            
                                      --------------------------------------
Loss before tax                       (968,997)        95,385      (873,612)
Taxation                                      -             -              -
                                      --------------------------------------
Loss for the year                     (968,997)        95,385      (873,612)
                                      --------------------------------------
                                      --------------------------------------


Notes to the reconciliation of statement of comprehensive income:

See above notes to the reconciliation of equity

The transition adjustments noted above are non-cash movements and therefore there is 
no effect on the Group's statement of cash-flows.

STATEMENT

Papa Entertainment plc is quoted on the ISDX Growth Market and it is incorporated in 
England & Wales.

The Annual Report for 2014 will be available to the shareholders and the public on 
the Company's web site (www.papaentertainmentplc.com) during early September 2014 and 
the Company will make a further announcement in this regard as appropriate.

GUIDANCE NOTE 69.1 OF ISDX GROWTH MARKET - RULES FOR ISSUERS

During the 12 month period ended 31 March 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 as a result of certain of the Directors of the Company, namely 
Korda Marshall, Harry Cowell, Eoghan Hynes, Norman Lott and Andrew Morley, holding 
levels and combinations of third party directorships outside of the Company (and its 
group), which did not meet the recommendation in the Guidance Note. The Directors 
believe that the Company's individual Board members currently have sufficient time to 
commit to the performance of their duties as Directors of the Company and that the 
current composition of the Company's Board is appropriate given the Company's size 
and stage of development.

- Ends -

Contact Information

  • Papa Entertainment PLC