FOR IMMEDIATE RELEASE 30 June 2005
TIMESTRIP PLC (FORMERLY INTERNET MUSIC AND MEDIA PLC)
Preliminary results announcement
for the year ended 31 December 2004
CHAIRMAN'S STATEMENT
The accounts for the year ended 31st December 2004 reflect the company's
position post the Creditors Voluntary Arrangement and prior to the
acquisition of Timestrip Limited which was approved by shareholders in
February 2005. Therefore these figures are of historic interest and reflect
the position of the then Internet Music and Media Plc in its 'shell' form.
Timestrip Plc in its new form will publish interim accounts to 30 June 2005
within the next 3 months and shareholders will be updated on current trading
at that time.
S.V.Oakes
Chairman
29 June 2005
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2004
2004 2003
Notes � �
Administrative expenses (33,784) (135,887)
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Operating loss (33,784) (135,887)
Amounts written off 2 - (3,054,538)
investments
Interest payable and 3 (158) (31,066)
similar charges
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Loss on ordinary (33,942) (3,221,491)
activities before taxation
Tax on loss on ordinary 4 - -
activities
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Loss on ordinary 9 (33,942) (3,221,491)
activities after taxation
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The profit and loss account has been prepared on the basis that all
operations are continuing operations.
There are no recognised gains and losses other than those passing through
the profit and loss account.
2004 2003
Earnings per share � �
Before and after exceptional items
Basic and diluted (0.12)p (9.08)p
The loss per share for the year ended 31 December 2004 has been calculated
based on the weighted average number of shares in issue in the period of
28,484,103 (2003 - 33,908,535).
BALANCE SHEET
AS AT 31 DECEMBER 2004
2004 2003
Notes � � � �
Current assets
Debtors 6 2,618 9,917
Cash at bank and in hand - 212
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2,618 10,129
Creditors: amounts falling 7 (14,173) (2,209,083)
due within one year
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Total assets less current liabilities (11,555) (2,198,954)
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Capital and reserves
Called up share capital 8 3,550,807 3,560,767
Share premium account 9 15,869,426 13,638,124
Profit and loss account 9 (19,431,788) (19,397,845)
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Shareholders' funds 10 (11,555) (2,198,954)
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Equity interests (3,555,402) (5,405,073)
Non-equity interests 3,543,847 3,206,119
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(11,555) (2,198,954)
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The financial statements were approved by the Board on 29 June 2005
S.V. Oakes
Director
CASH FLOW STATEMENT
FOR THE YEARENDED 31 DECEMBER 2004
2004 2003
� � � �
Net cash (outflow)/inflow from operating activities
and exceptional items (2,221,515) 1,226,569
Returns on investments and
servicing of finance
Interest paid (158) (31,066)
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Net cash outflow for returns on (158) (31,066)
investments and servicing of
finance
Financial investment
Payments to acquire investments - (484,815)
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Net cash outflow for capital - (484,815)
expenditure
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Net cash (outflow)/inflow before (2,221,673) 710,688
management of liquid resources and
financing
Financing
Issue of ordinary share capital 2,231,302 -
Cancellation of issued share (15,562) -
capital
Shares issued in the period 5,601
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Issue and purchase of shares 2,221,341 -
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Repayment of long term bank loan - (700,000)
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Net cash inflow/(outflow) from 2,221,341 (700,000)
financing
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(Decrease)/increase in cash in the (332) 10,688
year
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NOTES TO THE CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2004
1 Reconciliation of operating loss to net cash 2004 2003
(outflow)/inflow from operating activities
� �
Operating loss (33,784) (135,887)
Decrease/(increase) in debtors 7,299 -
(Decrease)/increase in creditors within one year (2,195,030) 1,362,456
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Net cash (outflow)/inflow from operating activities (2,221,515) 1,226,569
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2 Analysis of net (debt)/funds 1 January Cash flow Other 31
2004 non-cash December
changes 2004
� � � �
Net cash:
Cash at bank and in hand 212 (332) - (120)
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212 (332) - (120)
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Net funds/(debt) 212 (332) - (120)
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3 Reconciliation of net cash flow to movement in net 2004 2003
(debt)/funds
� �
(Decrease)/increase in cash in (332) 10,688
the year
Cash outflow from increase in liquid resources - 700,000
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Movement in net (debt)/funds in the year (332) 710,688
Opening net funds 212 (710,476)
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Closing net (debt)/funds (120) 212
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2004
1 Accounting policies
1.1 Accounting convention
The financial statements are prepared under the historical cost
convention.
The financial statements have been prepared on the going concern basis,
as subsequent to the year end, the company acquired Timestrip Limited
and raised sufficient funds by way of a placing to allow the Group to
continue to operate for the foreseeable future.
1.2 Investments
Fixed asset investments are stated at cost less provision for diminution
in value. Funding supplied by the parent company to its subsidiaries was
capitalised as a part of the parent company's investment as a capital
contribution and reviewed annually for impairment. The fixed asset
investments have been written off during the year.
1.3 Deferred taxation
Deferred tax is provided in full in respect of taxation deferred by
timing differences between the treatment of certain items for taxation
and accounting purposes.
1.4 Consolidation
The accounts do not consolidate the financial statements of its
subsidiary undertakings as their accounting records were transferred to
and are held by the Administrative Receivers. Subsequent to the year end
the subsidiary undertakings were sold to a third party. For these
reasons the directors have not consolidated the subsidiary undertakings
as they believe severe long-term restrictions substantially hinder the
exercise of rights of the company over the assets and management of
those undertakings.
2 Amounts written off investments 2004 2003
� �
Amounts written off fixed asset investments:
- permanent diminution in value - 3,054,538
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Included within the amount above is �Nil (2003 : �110,000), which relates
to the reassigning of intellectual property rights and trade marks of
Groovetech LLC.
3 Interest payable 2004 2003
� �
On bank loans and overdrafts 158 418
Other interest - 30,648
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158 31,066
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4 Taxation
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Current tax charge - -
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Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (33,942) (3,221,491)
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Loss on ordinary activities before taxation 6,449 612,083
multiplied by standard rate of UK corporation tax
of 19.00% (2003: 19.00%)
Effects of:
Other tax adjustments (6,449) (612,083)
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Current tax charge - -
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5 Fixed asst investments
Shares in
subsidiary
undertakings
�
Cost
At 1 January 2004 & 31 19,012,340
December 2004
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Provisions for diminution in
value
At 1 January 2004 & 31 19,012,340
December 2004
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Net book value
At 31 December 2004 -
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At 31 December 2003 -
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Holdings of more than 20%
The company holds more than 20% of the share capital of the following
companies:
Company Country of regis Shares held
tration or
incorporation Class %
Subsidiary undertakings
Lupine Ventures Limited England Ordinary 100
Groovetech LLC USA Membership units 100
Groovetech Limited England Ordinary 100
As set out in note 1.4, the subsidiary undertakings at the year end were in
Administrative Receivership and no relevant information is available
pertaining to the capital and reserves and the results of these
undertakings.
6 Debtors 2004 2003
� �
Called up share capital not paid 2,082 9,917
Prepayments and accrued income 536 -
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2,618 9,917
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7 Creditors: amounts falling due within one year 2004 2003
� �
Bank loans and overdrafts 120 -
Trade creditors 6,259 149,166
Amounts owed to participating interests - 46,295
Taxes and social security costs - 1,796
Directors' current accounts - 1,311,526
Other creditors - 670,642
Accruals and deferred income 7,794 29,658
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14,173 2,209,083
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8 Share capital 2004 2003
� �
Authorised
279,388,100 Ordinary shares of 1p each - 2,793,881
1,228,076,170 Ordinary shares of 0.2p each 279,388 -
678,170 Deferred shares of 49.8p each 337,728 -
13,358,829 Deferred shares of 24p each 3,206,119 3,206,119
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3,823,235 6,000,000
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Allotted, called up and fully paid
35,464,800 Ordinary shares of 1p each - 354,648
3,479,769 Ordinary shares of 0.2p each 6,960 -
678,170 Deferred shares of 49.8p each 337,728 -
13,358,829 Deferred shares of 24p each 3,206,119 3,206,119
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3,550,807 3,560,767
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The view has been taken during the year that since Groovetech LLC has ceased
trading, the directors are of the opinion that the additional 1,556,190
Ordinary shares which has been deemed to be issued in respect of 28% of the
Groovetech LLC investment not owned but subject to an unconditional put and
call option will not be issued. The share capital in respect of these shares
has therefore been written off to the profit and loss account.
On 3 November 2004 the company entered into a Creditors Voluntary Arrangement
under which the existing 33,908,535 Ordinary shares of 1p each were
consolidated into 678,170 Ordinary shares of 50p and those shares were
divided into 678,170 ordinary shares of 0.2p each and 678,170 new deferred
shares of 49.8p each. Subsequently 1,586,666 ordinary shares of 0.2p each
were issued to the creditors under the supervision of the CVA supervisor,
together with 1,040,874 new ordinary shares of 0.2p each to Lloyds Traders
Inc at par and 174,059 new ordinary shares of 0.2p each at par to the CVA
Supervisor in respect of their services.
On 3 November 2004, following the Extraordinary General Meeting the company
created 'A' Warrants in respect of 500,000 Ordinary shares for subscription
at an issue price of 0.2p per share at any time before 30 November 2006, and
all of the said warrants were issued to Lloyd Traders Inc, a company in which
three of the directors (namely Mr Oakes, Mr Knifton and Mr Weller) are
interested.
9 Statement of movements on reserves
Share Profit and
premium loss
account account
� �
Balance at 1 January 2004 13,638,124 (19,397,846)
Retained loss for the year - (33,942)
Premium on shares issued during the year 2,231,302 -
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Balance at 31 December 2004 15,869,426 (19,431,788)
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10 Reconciliation of movements in shareholders' funds 2004 2003
� �
Loss for the financial year (33,942) (3,221,491)
Proceeds from issue of shares 2,231,302 -
Cancellation of issued share capital (see note 9) (15,562)
Shares issued in the period 5,602
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Net addition to/(depletion in) shareholders' funds 2,187,400 (3,221,491)
Opening shareholders' funds (2,198,954) 1,022,537
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Closing shareholders' funds (11,555) (2,198,954)
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11 Employees
Number of employees
The average monthly number of employees (including directors) during the
year was:
2004 2003
Number Number
Administrative - 2
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12 Related party transactions
At 31 December 2004 the company had an interest free loan from N.J.Cowan of
�Nil (2003 : �1,236,526).
At 31 December 2004 the company had an interest free loan from R.B.Cordell
of �Nil (2003 : �75,000).
13 Post balance sheet events
Subsequent to the year end, the company acquired the entire issued share
capital of Timestrip Limited for �6.4 million. The purchase price was
satisfied by the issue of 160,000,000 new Ordinary Shares of 0.02p each at
4p per share to the Vendors on the sale of their Timestrip Limited shares.
Furthermore, subsequent to the year end a total of 50,581,250 new Ordinary
Shares of 0.02p were issued pursuant to a Placing to raise a total of �
2,023,250 before expenses.
Audited financial statements, from which the figures contained in this
statement have been extracted, are being delivered to the Registrar of
Companies and sent to shareholders. They will be available from the Company's
registered office, Finsgate, 5-7 Cranwood Street, London EC1V 9EE, for a period
of 30 days from the date thereof.
END
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