Final Results - Part II

Notes to the financial statements

These financial statements are prepared in pounds sterling because that is the currency of the primary economic environment in which the group operates.

This preliminary announcement is authorised for issue by the Board on 18 June 2009. The financial information has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and applying the same accounting policies and bases of calculation and estimation as applied in the previous annual financial statements.

The financial information is unaudited and does not constitute statutory accounts within the meaning of Section 240(5) of the Companies Act 1985 ('the Act'), but have been extracted there from. The financial statements for the year ended 31 December 2007, on which the auditors gave an unqualified opinion, have been filed with the Registrar of Companies and contain no statement under Sections 237(2) or (3) of the Act.  The auditors have reported their opinion on the financial statements for the year ended 31 December 2008 on 16 June 2009.  The auditors gave an unqualified opinion, and made no statement under Sections 237(2) or (3) of the Act.

Segmental information with regard to activities is disclosed below. The investment segment constitutes the results of Reverse Take-Over Investments Plc. During the year, there were no sales of shares in the investee companies. The sport and leisure segment constitutes the activities of Pantheon Leisure PLC. 

All turnover, profit, assets and liabilities relate to operations undertaken in the UK. 

Revenue and loss before taxation comprised:

Unallocated assets include group cash balances, plant and equipment, group deferred tax assets and other receivables attributable to the parent company. Unallocated liabilities include group bank overdraft, deferred taxation and trade and other payables attributable to the parent company.

The group has tax losses of £4,267,000 (2007: £3,130,000) which includes £2,215,000 (2007:£1,466,000) in relation to the company's subsidiary undertakings. Where it is anticipated that future taxable profits will be available to utilise these losses a deferred tax asset or a reduction in deferred tax liability has been recognised as appropriate. Tax losses available in the parent company are available for offset only against income and gains of that company.

Factors affecting the tax charge in the year

Basic loss per share has been calculated on the group's loss attributable to equity holders of the parent company of £1,240,014 (2007: £148,949) and on the weighted average number of shares in issue during the year, which was 111,237,776 (2007:111,237,776).

In view of the group loss for the year, share warrants and options to subscribe for ordinary shares in the company are anti-dilutive and therefore diluted earnings per share information is not presented. There are options and warrants outstanding at 31 December 2008 on 33,348,464 shares (2007:33,348,464) that could potentially dilute basic earnings per share in future.

At 31 December 2008, there were outstanding options and warrants held outside the group in relation to 61 million shares (2007: 61 million shares) in Pantheon Leisure plc representing 33.7% of the enlarged share capital of that company that could potentially dilute earnings per share in the parent company in the future. Share options and warrants are not currently dilutive due to the losses reported for Pantheon Leisure plc.

The following are the deferred tax liabilities and assets recognised by the group and movements thereon during the current and previous year:

Unutilised tax losses available for offset against future fair value gains are deducted in computing net deferred tax liabilities.

Group

ADDLeisure Plc

On 2 March 2009, the company's wholly owned subsidiary, Reverse Take-Over Investments plc sold its entire holding of 22,540,000 ordinary shares of 0.5p each in ADDleisure Plc together with its entire holding of 2,820,000 warrants to subscribe for ordinary shares in ADDleisure Plc to Pantheon Leisure PLC ,a subsidiary of the company for the aggregate amount of £500,000.

The consideration was satisfied by the issue of £500,000 7.5% unsecured convertible loan notes by Pantheon Leisure PLC.

Unsecured loan notes

On 2 March 2009, the company raised £500,000 through the issue of £500,000 7.5% unsecured loan notes which mature five years from that date. The company has also granted to the subscribers of the loan notes 50,000,000 warrants on a pro rata basis. The loan notes are redeemable at par at any time after one year and the warrants which expire on the fifth anniversary from the date of grant, entitle the holders to subscribe for ordinary shares at a price of 1p per share.

York Pharma Plc

On 22 March 2009, shares in York Pharma Plc were suspended from trading as the company announced that it had received an approach that might or might not lead to an offer for its share capital.

Although the bid price quotation of the group's holding of 1,800,000 ordinary shares at 31 December 2008 was £235,500 their value on the date the shares were suspended was 3.25p per share equivalent to £58,500. 

The directors have adopted 3.25p per share as their fair value at the year end.

A copy of the Annual Report and Accounts for the year ended 31 December 2008 will be sent to shareholders on or before 29 June 2009 and copies will be available from the Company's registered office at 58-60 Berners Street, London W1T3JS or by visiting the Company website at www.westsideacquisitions.com.