Final Results

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) ─────── ─────── Operating loss (33,784) (135,887) Amounts written off 2 - (3,054,538) investments Interest payable and 3 (158) (31,066) similar charges ─────── ─────── Loss on ordinary (33,942) (3,221,491) activities before taxation Tax on loss on ordinary 4 - - activities ─────── ─────── Loss on ordinary 9 (33,942) (3,221,491) activities after taxation ═══════ ═══════ 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 ─────── ─────── 2,618 10,129 Creditors: amounts falling 7 (14,173) (2,209,083) due within one year ─────── ─────── Total assets less current liabilities (11,555) (2,198,954) ═══════ ═══════ 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) ─────── ─────── Shareholders' funds 10 (11,555) (2,198,954) ═══════ ═══════ Equity interests (3,555,402) (5,405,073) Non-equity interests 3,543,847 3,206,119 ─────── ─────── (11,555) (2,198,954) ═══════ ═══════ 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) ─────── ─────── Net cash outflow for returns on (158) (31,066) investments and servicing of finance Financial investment Payments to acquire investments - (484,815) ─────── ─────── Net cash outflow for capital - (484,815) expenditure ─────── ─────── 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 ─────── ─────── Issue and purchase of shares 2,221,341 - ─────── ─────── Repayment of long term bank loan - (700,000) ─────── ─────── Net cash inflow/(outflow) from 2,221,341 (700,000) financing ─────── ─────── (Decrease)/increase in cash in the (332) 10,688 year ═══════ ═══════ 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 ─────── ─────── Net cash (outflow)/inflow from operating activities (2,221,515) 1,226,569 ═══════ ═══════ 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) ─────── ─────── ─────── ─────── 212 (332) - (120) ─────── ─────── ─────── ─────── ─────── ─────── ─────── ─────── Net funds/(debt) 212 (332) - (120) ═══════ ═══════ ═══════ ═══════ 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 ─────── ─────── Movement in net (debt)/funds in the year (332) 710,688 Opening net funds 212 (710,476) ─────── ─────── Closing net (debt)/funds (120) 212 ═══════ ═══════ 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 ═══════ ═══════ 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 ─────── ─────── 158 31,066 ═══════ ═══════ 4 Taxation ─────── ─────── Current tax charge - - ═══════ ═══════ Factors affecting the tax charge for the year Loss on ordinary activities before taxation (33,942) (3,221,491) ═══════ ═══════ 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) ─────── ─────── Current tax charge - - ═══════ ═══════ 5 Fixed asst investments Shares in subsidiary undertakings £ Cost At 1 January 2004 & 31 19,012,340 December 2004 ─────── Provisions for diminution in value At 1 January 2004 & 31 19,012,340 December 2004 ─────── Net book value At 31 December 2004 - ═══════ At 31 December 2003 - ═══════ 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 - ─────── ─────── 2,618 9,917 ═══════ ═══════ 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 ─────── ─────── 14,173 2,209,083 ═══════ ═══════ 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 ─────── ─────── 3,823,235 6,000,000 ═══════ ═══════ 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 ─────── ─────── 3,550,807 3,560,767 ═══════ ═══════ 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 - ─────── ─────── Balance at 31 December 2004 15,869,426 (19,431,788) ═══════ ═══════ 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 ─────── ─────── Net addition to/(depletion in) shareholders' funds 2,187,400 (3,221,491) Opening shareholders' funds (2,198,954) 1,022,537 ─────── ─────── Closing shareholders' funds (11,555) (2,198,954) ═══════ ═══════ 11 Employees Number of employees The average monthly number of employees (including directors) during the year was: 2004 2003 Number Number Administrative - 2 ═══════ ═══════ 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.

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