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TV Commerce Hldgs (EDL)

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Friday 29 June, 2007

TV Commerce Hldgs

Final Results

TV Commerce Holdings PLC
29 June 2007






                            TV Commerce Holdings plc




TV Commerce Holdings PLC ('TV Commerce' or the 'Group'), today reports it's 
Preliminary Results for the year-ended 31 December 2006.



Highlights / recent activity
     
•    Turnover of £2,293,272 (2005: £723,992) with a pre-tax profit of
     £146,200 (2005: loss of £551,389)

•    Cash balance to the end of June 2007 of £492,000

•    Closure of TV Commerce Limited 28 February 2007

•    Board considering options to preserve shareholder value.



Commenting on the results TV Commerce Chief Executive Vince Stanzione said:

The growth in the business in the year to December 2006 and after contributed to
the Group's resulting positive cash balance at June 2007.  The closure of the TV
Commerce Limited was a difficult decision but one which I believe was in the
best interests of Shareholders.'




For further information, please contact:

TV Commerce
Vince Stanzione                            Tel: +44 (0) 1908 330 747

First City Financial Ltd
Allan Piper                                Tel: +44 (0) 207 436 7486
                                                +44 (0) 7736 064 982

Seymour Pierce
John Depasquale                            Tel: +44 (0) 207 107 8029


Chairman's statement



For the year ended 31 December 2006



Whilst the performance of the Group for the year to 31 December 2006 was
profitable and substantially ahead of the previous year, the events since the
year end, in the market in which the Group operates, have contrived against its
future success.



For the year to 31 December 2006, the Group reported turnover of £2,293,272
(2005: £723,992) with a profit before tax of £146,200 (2005 loss of £551,389).
As we reported in our interim statement in September 2006, the substantial
growth in revenue was achieved through the delivery of a range of niche
programmes using the Sky Television platform and based on premium rate billings
from phone and messaging services.



As we reported in 24 November 2006, however, the Group's trading subsidiary, TV
Commerce Limited, received a formal reprimand from the Independent Committee of
the Supervision of Standards of Telephony Information Services ('ICSTIS') in
relation to the day time show.  Although swift action was taken to address the
issue, this signified a fundamental shift in the regulatory regime in which the
Group operated, which the Board considered was likely to render the business
unprofitable.



Following a review of the operations of the Group, the Board announced on 28
February this year, that a decision had been taken to close the operations of TV
Commerce Limited.  The Board considered that was preferable to preserve the cash
resources of the Group rather than the reinvestment of further funds in an
uncertain future.



The curtailment of the Group's activities is disappointing, especially at a time
when it appeared to have found a successful and profitable business model.  The
Board believes, however, that decisive action was required and this has enabled
the Group to retain cash resources of approximately £492,000 as at the end of
June 2007.



I would like to thank the directors who have served the Group during its period
since flotation.  The Board, together with its advisors, will continue to review
options in relation to the preservation and return of Shareholder value.





Andy Mintern

Chairman










Consolidated Profit and Loss Account
For the year ended 31 December 2006
                                                                                          2006              2005
                                                                  Notes                      £                 £


GROUP TURNOVER                                                                       2,293,272           723,992
 
Cost of sales                                                                       (1,620,262)         (908,741)
                                                                                                                

GROSS PROFIT                                                                           673,010          (184,749)

Administration expenses                                                               (529,256)         (380,010)

                                                                                                              

GROUP OPERATING PROFIT / (LOSS)                                                        143,754          (564,759)

Interest receivable and similar items                                                    2,446            13,514
Interest payable and similar charges                                                         -              (144)
                                                                                                              

PROFIT / (LOSS) ON ORDINARY ACTIVITIES
BEFORE TAXATION                                                                        146,200          (551,389)

TAXATION                                                                                     -                 -
                                                                                                              

PROFIT / (LOSS) AFTER TAXATION                                                         146,200          (551,389)

Dividend                                                                                     -                 -
                                                                                                              

RETAINED PROFIT / (LOSS) FOR THE YEAR                                                  146,200          (551,389)
                                                                                                              

Profit / (Loss) per ordinary share (in pence):
Basic and diluted profit / (loss) per share                            2                 0.23p            (1.0)p


Consolidated Balance Sheet
As at 31 December 2006



                                                                                          2006              2005
                                                                 Notes                       £                 £
FIXED ASSETS
Tangible fixed assets                                                                        -            16,141
 
CURRENT ASSETS
Debtors                                                                                437,094           300,495
Cash at bank and in hand                                             4                 261,310           179,807
                                                                                                              
                                                                                       698,404           480,302
 

CREDITORS:
amounts falling due within one year                                                   (205,890)         (150,129)
                                                                                                              

NET CURRENT ASSETS                                                                     492,514           330,173
                                                                                                              

TOTAL ASSETS LESS CURRENT LIABILITIES                                                  492,514           346,314

                                                                                                              

NET ASSETS                                                                             492,514           346,314
                                                                                                              

CAPITAL AND RESERVES
Called up share capital                                                                641,796           641,796
Share premium account                                                                  624,066           624,066
Merger Reserve                                                                          66,351            66,351
Profit and loss account                                                               (839,699)         (985,899)
                                                                                                              

EQUITY SHAREHOLDERS' FUNDS                                           6                 492,514           346,314
                                                                                                              


Consolidated Cash Flow
For the year ended 31 December 2006


                                                                                          2006              2005
                                                                 Notes                       £               £

RECONCILIATION OF PROFIT/ (LOSS) BEFORE INTEREST
AND TAXATION TO OPERATING CASH OUTFLOW

Operating profit / (loss) before interest and taxation                                 143,754          (564,759)
Depreciation                                                                            16,375               949
Increase in debtors                                                                   (126,099)         (168,110)
Increase in creditors                                                                   55,761           112,927
                                                                                                              
Net cash inflow / (outflow) from operating activities                                   89,791          (618,993)

Returns on investments and servicing of finance
Interest received                                                                        2,446            13,514
Interest paid                                                                                -              (144)
                                                                                                              
                                                                                         2,446            13,370
Capital expenditure and financial investment
Payments to acquire tangible fixed assets                                              (10,734)          (17,090)
                                                                                                              
NET CASH INFLOW / (OUTFLOW) BEFORE FINANCING                    81,503                (622,713)

Financing
Shares issued                                                                                -         1,248,761
Flotation expenses                                                                           -          (416,550)
Repayment of loans                                                                           -          (105,000)
                                                                                                              
                                                                                             -           727,211
                                                                                                              
INCREASE IN NET CASH IN THE YEAR                                     5                  81,503           104,498
                                                                                                              











Notes to Financial Statements

For the year ended 31 December 2006







1.                  Preliminary Statement



This preliminary statement, which has been agreed with the Auditors, was
approved by the Board on the 28 June 2007.  The financial information in this
announcement does not constitute full statutory accounts within the meaning of
the Companies Act 1985.  Full accounts for the year ended 31 December 2006 will
be filed with the Registrar of Companies in due course.



The Group's financial statements consolidate the financial statements of TV
Commerce Holdings Plc and its subsidiaries, TV Commerce Limited and The Advert
Channel Limited, each of which have been made up to 31 December 2006, accounted
for under merger accounting.



The Financial Statements have been prepared on the basis that the Company and
Group is no longer a going concern.  A decision was made after the year end to
wind down the activities of ultimately dissolving the Company and Group and the
Group's trading activities ceased on 28 February 2007.



2.                  Profit per share



Basic profit per share is calculated by dividing the Group's profit after
taxation of £146,200 (2005: loss of £551,389) by the weighted average number of
shares in issue during the year of 64,179,632 (2005: 53,681,432).



No diluted earnings per share are presented as the effect of the exercise of
share options would be to decrease the loss per share.



3.                  Dividend



The directors do not recommend a dividend for the year.






Notes to Financial Statements

For the year ended 31 December 2006







4.                  Reconciliation of net cash flow to movements in net funds

                                                                                          2006              2005
                                                                                             £               £
              
              Increase in cash in the period                                            81,503           104,498
              Loans repaid / (received)                                                      -           105,000
              Conversion of loans to equity                                                  -           500,000
                                                                                                              
              Movement in net funds in the period                                       81,503           709,498
              Net debt beginning of period                                             179,807          (529,691)
                                                                                                              
              Net funds at end of period                                               261,310           179,807
                                                                                                              

5.       Analysis of changes in net debt

                                                At beginning             Cash          Non-cash           At end
                                                   of period             flow         movements        of period
                                                           £                £                 £                £
              
              Cash at bank and in hand               179,807           81,503                 -          261,310
 
              Loans                                        -                -                 -                -
                                                                                                            
              Total                                  179,807           81,503                 -          261,310
                                                                                                            


6.       Shareholders' funds
              
                                                                                          2006              2005
                                                                                             £                 £
              
              Beginning of the period                                                  346,314          (434,508)
              Retained profit / (loss) for the period                                  146,200          (551,389)
              Nominal value of shares issued in the period                                   -           641,796
              Share premium on new shares issued net of expenses                             -           624,066
              Movement on Merger Reserve                                                     -            66,349
                                                                                                            
 
              End of the period                                                        492,514           346,314
                                                                                                              
              



On 22 November 2004, the Company was incorporated with an authorised share
capital of 1,000 £1 ordinary shares, of which 1 £1 ordinary share was allotted
at par for cash.



On 18 January 2005 the share capital was subdivided into 100,000 ordinary shares
of £0.01 each and, on the same date, the share capital was increased by the
creation of 124,900,000 shares, increasing the value of the authorised share
capital to £1,250,000.



On 18 January 2005, 43,367,200 ordinary shares of £0.01 each were issued in
exchange for the whole of the issue share capital of TV Commerce Limited.



On 10 February 2005, a further 20,662,332 ordinary shares of £0.01 each were
issued for a cash consideration of £1,248,740.



On 17 March 2005, 150,000 ordinary shares of £0.01 each were issued for a cash
consideration of £9,000.



7.                  Copies of the Annual Report and Financial Statements



Copies of the Annual report and Financial Statement will be sent to shareholders
on 30 June 2007 and will be available from the Company's registered office from
that date.



8.                  Annual General Meeting



The Annual General Meeting will be held on 10 August 2007 at 10.00 am at the
offices of Seymour Pierce, 20 Old Bailey, London EC4M 7EN.


                      This information is provided by RNS
            The company news service from the London Stock Exchange