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Constellation Corporation PLC (CST)

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Thursday 01 June, 2006

Constellation Corporation PLC

Final Results


                 Constellation Corporation plc (the "Company")                 

                              Preliminary Results                              

                             Chairman's Statement                              

I am pleased to report that, in a number of respects, 2005 has been a
turnaround year.

We have seen an increase in turnover of 23% to £1,580,000 (2004; £1,280,000),
an operating profit of £154,000 (2004; loss of £11,000) and a modest pre-tax
profit of £46,000 (2004; loss of £152,000). This represents the first pre-tax
profit for a number of years. Significantly, this improvement was entirely
attributable to real progress in the second half of the year as reference to
the Interims will confirm.

During the year we broadened our client base - we have a much wider base of
prestigious clients in a range of diverse markets - and we now have in place a
team of six consultants plus support staff, all of which gives us confidence
that we are able to sustain growth in turnover and profitability in the future.

Obviously, we are not in any way complacent. There is still a great deal to do.
We have reduced our balance sheet deficit during the year although it remains
at £1,289,000 (2004; £1,335,000). Management of the cash position and creditors
on a day to day basis remains critical.

Consistently we have continued to work very hard at securing new capital for
the Company to help reduce our debt and improve working capital and I would,
again, like to thank our bankers and creditors for their support during this
time. However, the Board has set aside proposals for a variety of types of
investment believing that they would not have been in shareholders' best
interests. Be assured we remain fully committed to establishing this Company on
a sound financial footing.

Meanwhile, prospects for the Company look better than they have done for some
considerable time, certainly for as long as I have been involved, with the
early months of 2006 continuing the progress made in the last half of the year.
The Board remains cautiously optimistic regarding trading prospects for the
Group.

J BARTLE

Chairman

1 June 2006

CONSOLIDATED PROFIT AND LOSS ACCOUNT

Year ended 31 December 2005

                                            31 December 2005   31 December 2004
                                                                               
                                                        £000               £000
                                                                               
TURNOVER                                               1,580              1,280
                                                                               
ADMINISTRATIVE EXPENSES                              (1,426)            (1,291)
                                                                               
TOTAL OPERATING PROFIT/(LOSS)                            154               (11)
                                                                               
Interest payable and similar                           (108)              (141)
charges                                                                        
                                                                               
PROFIT/(LOSS) ON ORDINARY                                 46              (152)
ACTIVITIES BEFORE TAXATION                                                     
                                                                               
Tax on profit/(loss) on                                    -               (23)
ordinary activities                                                            
                                                                               
PROFIT/(LOSS) FOR THE FINANCIAL                           46              (175)
YEAR                                                                           
                                                                               
Profit / (loss) per share -                            0.00p            (0.02)p
Basic                                                                          
                                                                               
Profit / (loss) per share -                            0.00p            (0.02)p
Diluted                                                                        
                                                                               

All activity arose from continuing operations.

There are no recognised gains and losses other than the losses for the current
and previous years. Accordingly, no statement of total recognised gains and
losses is given.

CONSOLIDATED BALANCE SHEET

Year ended 31 December 2005

                                           31 December 2005   31 December 2004
                                                                              
                                             £000      £000     £000      £000
                                                                              
FIXED ASSETS                                                                  
                                                                              
Intangible assets - Goodwill                            959              1,025
                                                                              
Tangible assets                                           -                  6
                                                                              
                                                        959              1,031
                                                                              
CURRENT ASSETS                                                                
                                                                              
Debtors                                       303                175          
                                                                              
Investments                                     -                  -          
                                                                              
Cash at bank and in hand                        4                 30          
                                                                              
                                              307                205          
                                                                              
CREDITORS: amounts falling due            (1,877)            (1,739)          
within                                                                        
                                                                              
one year                                                                      
                                                                              
NET CURRENT LIABILITIES                             (1,570)            (1,534)
                                                                              
TOTAL ASSETS LESS CURRENT                             (611)              (503)
LIABILITIES                                                                   
                                                                              
CREDITORS: amounts falling due                        (678)              (832)
after more than one year                                                      
                                                                              
PROVISIONS FOR LIABILITIES AND                            -                  -
CHARGES                                                                       
                                                                              
NET LIABILITIES                                     (1,289)            (1,335)
                                                                              
CAPITAL AND RESERVES                                                          
                                                                              
Called up share capital                               5,326              5,326
                                                                              
Share premium account                                 4,074              4,074
                                                                              
Other reserve                                             -                689
                                                                              
Profit and loss account                            (10,689)           (11,424)
                                                                              
TOTAL SHAREHOLDERS' FUNDS                           (1,289)            (1,335)
                                                                              

These financial statements were approved by the Board of Directors on

Signed on behalf of the Board of Directors

A C GARNER R G ROBINSON

Director Director

CONSOLIDATED CASH FLOW STATEMENT

Year ended 31 December 2005

                                                       Year ended    Year ended
                                                                               
                                                      31 December   31 December
                                                                               
                                                             2005          2004
                                                                               
                                                             £000          £000
                                                                               
Net cash inflow from operating                                148             3
activities                                                                     
                                                                               
Returns on investment and servicing of                      (108)         (115)
finance                                                                        
                                                                               
Cash flow before use of liquid resources                       40         (112)
and financing                                                                  
                                                                               
Financing                                                    (66)           154
                                                                               
(Decrease) / increase in net cash in the                     (26)            42
period                                                                         
                                                                               

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT

                                                       Year ended    Year ended
                                                                               
                                                      31 December   31 December
                                                                               
                                                             2005          2004
                                                                               
                                                             £000          £000
                                                                               
(Decrease) / increase in cash in the                         (26)            42
period                                                                         
                                                                               
Net movement on secured loans                                 143           182
                                                                               
Directors loan advance                                       (80)             -
                                                                               
Changes in net debt resulting from cash                        37           224
flows                                                                          
                                                                               
Net debt at start of period                               (1,721)       (1,945)
                                                                               
Net debt at end period                                    (1,684)       (1,721)
                                                                               

Notes

 1. The financial information set out above does not constitute statutory
    accounts within the meaning of section 240 of the Companies Act 1985.
    Statutory accounts for the previous year ended 31 December 2004 have been
    delivered to the Registrar of Companies. Statutory accounts for the year 31
    December 2005 will be delivered to the Registrar of Companies and sent to
    shareholders. An unqualified auditors' report has been given on such
    accounts.
   
 2. The Directors have not recommended the payment of a dividend.
   
 3. The Directors have held discussions with the creditors referred to in last
    year's Annual Report and have reached agreement with all but one of them.
    Further details are contained in the circular to shareholders dated 1 June
    2006.
   
 4. On the basis of this cash flow information, with an overdraft facility
    which continues to be subject to a quarterly review and discussions with
    the Group's bankers, the directors have formed a judgement at the time of
    approving the financial statements that the Company will be able to work
    within agreed overdraft facilities. On this basis, the directors consider
    it appropriate to prepare the financial statements on a going concern
    basis. However, the timing of cash flows may sometimes result in the Group
    having insufficient facilities to meet its obligations. The financial
    statements do not include any adjustments that would result from not
    meeting current forecasts
   
 5. In accordance with FRS 14, profit per ordinary share of 0.00p (2004:
    (0.02p)) has been calculated by dividing the profit on ordinary activities
    after taxation of £46,000 by the weighted average number of ordinary shares
    in issue and ranking for dividend during the period. There were no
    preference shares at 31 December 2005 (2004: nil) available for conversion
    and so diluted profit per ordinary share is also 0.00p.
   
 6. The Annual General Meeting of the Company has been convened for Tuesday
    27th June at 10.00 am at the offices of Field Fisher Waterhouse at 35 Vine
    Street, London, EC3N 2AA.
   
 7. The Annual Report and Accounts will be mailed to registered shareholders at
    their registered address and from the date of release copies of the Annual
    Report will be made available to the public free of charge for one month at
    the Company's registered office, 6 Derby Street, London W1Y 7HD and at the
    offices of City Financial Associates Limited, Pountney Hill House, 6
    Laurence Pountney Hill, London EC4R 0BL. These may also be viewed on the
    Company's website at www.constellationcorporation.com.