Results for the year ended 31 December 2009

Otium Ventures Plc (formerly Hertford International Group Plc (ticker: HIG.L)), an AIM listed financial services company, is pleased to announce its results for the year ended 31 December 2009.

Highlights:

• Gross profit of £481,848 for the year
• Operating Loss of £3,468,926 after administrative expenses of £2,738,869 and exceptional items of £1,211,905
• Loss before taxation of £3,625,220

Post Year End:

• Approval by shareholders and creditors of a Company Voluntary Arrangement (CVA) paying creditors two pence in the pound.
• Liquidation of Crewcard Network subsidiary and disposal of majority shareholding in Crewcall Network subsidiary.

Commenting on the results, Chairman Len Russell said: "Otium Ventures Plc is now a clean vehicle, which intends to acquire or invest in assets in the leisure, gaming and betting sectors, where its expertise in financial services and payment systems may be of value.”

Following approval by shareholders of change of name, the Company’s ticker will change to OTV and the new Company name, Otium Ventures Plc, will be effective on AIM from 8.00 a.m. on 2nd July 2010. In conjunction with this change, the Company’s website at which the information required by Rule 26 of the AIM Rules for Companies will change to www.otiumventures.com , with effect from today.

Copies of the Report and Accounts are today being distributed to shareholders and are available from: www.otiumventures.com

The restoration to trading on AIM of the Company’s shares, following the temporary suspension announced earlier today, is expected to occur at 08:00, on Friday 2nd July 2010.

 

CHAIRMAN’S STATEMENT

Introduction

During the year Hertford International Group Plc, now renamed Otium Ventures Plc (“The Company”), acquired Cheque Exchange Limited (CEL) a subsidiary of Provident Financial Plc, a provider of cheque cashing and money remittance services. This acquisition involved a cash payment in a number of tranches of which the second was due by the end of July 2009. Due to market conditions and the effect of the recession on demand for prepaid debit cards and cheque cashing facilities the Company was unable to raise finance to complete the acquisition. As a result of this CEL was returned to Provident ownership.

In view of the economic backdrop the Company decided to withdraw directly from the direct provision of pre-paid debit cards and its subsidiary Crewcard Network Limited was placed into liquidation. However the Company remains active in the prepaid debit cards market via a joint venture with Prepaid Financial Solutions. This will ensure a share of revenue should the pre-paid debit card market develop in the way the Company expected them to.

In light of the above the board undertook a restructuring of the Company’s activities and with the support of its primary lender proposed a Company Voluntary Arrangement (“CVA”), which was approved by shareholders and creditors on the 12th May 2010 after the end of the year covered by these accounts.

Lewis Findlay and Adam Dougall resigned from the board during this year and Paul Marks resigned in April 2010 all as part of the restructuring of the business.

The CVA leaves the company virtually debt free excepting for the remaining sums due to its primary lender. This lender has indicated, subject to certain conditions being met, it will swap the remaining debt into equity upon completion of a transaction.

Summary of Financial Statements

Our turnover for the year was £840,275 and after direct expenses we report a gross profit of £481,848. With administrative expenses and exceptional items totalling £3,950,774, the reported operating loss for the year of £3,625,220 largely represents a discontinued activity. Our net finance costs after investment income were £156,294 creating a total loss for the Year of £3,625,220, equivalent to a 7.6 pence loss per share. No dividend is being recommended.

Balance Sheet & Cash Flow

The net current liability position of the Group was £567,644 with total net liabilities of £2,317,644. During the year the company raised a total of £1,365,050 being £865,050 through the issuance of shares and £500,000 through the increase of Convertible Loan Note Facilities. The Directors have secured an undertaking from Palmdale Investments Inc to provide the working capital requirements the Company needs to secure the medium-term plans of the Company.

Current Trading & Outlook

Otium Ventures Plc is now a clean vehicle, which intends to acquire or invest in assets in the leisure, gaming and betting sectors where its expertise in financial services and payment systems may be of value. In addition it may be able to utilise its existing tax losses.


Len Russell
Chairman

 

DIRECTORS’ REPORT

The directors present their report and the audited financial statements for the year ended 31 December 2009.

Principal activities

The company was previously a provider of alternative financial services, however, following disposal of its subsidiaries and the approval of shareholders at a meeting on 12 May 2010, the company is now adopting an investing policy pursuant to AIM Rule 15.

Business review

A review of the business and future developments is contained in The Chairman’s Statement.

Principal risks and uncertainties

As the Group is currently inactive the principal financial risks are limited only to liquidity risk at this time. Details of these are provided in note 2 to the financial statement.

Results and dividends

The results for the year are set out in the consolidated income statements. The directors do not recommend the payment of a dividend.

Post balance sheet events

1. On 17th February 2010 Crewcard Network Limited, a wholly owned subsidiary of the company, was placed into creditors voluntary liquidation.
2. On 15th May 2010 a proposal by the Directors to place the company into a Voluntary Arrangement was accepted by creditors and shareholders. The proposal will result in a payment to creditors of two pence in the pound.
3. On 12th May 2010 shareholders voted in favour of a change of name for the company from Hertford International Group Plc to Otium Ventures Plc. Companies House effected the change of name on 22 June 2010.
4. On 10th March 2010 the company disposed of a 55% share in Crewcall Network Limited, previously a wholly owned subsidiary, for £1. Also on the 19th March 2010 the company disposed of Crewcall Telecoms Limited, also a wholly owned subsidiary, for the sum of £1.
5. On 20th May 2010 the company appointed Len Russell as a non-executive director and chairman.

Capital structure

Details of the company’s share capital, including shares issued in the year, are shown in note 21 to the financial statements.

Substantial shareholdings

As at 20th May 2010, the directors had been notified by the following investors that they hold or are beneficially interested in 3% or more of the Company’s ordinary share capital:

	No of shares	Percentage of issued share capital
Dexapoint United Corporation	8,088,333	16.70%
The Bank of New York Nominees Ltd a/c COR	4,200,000	8.67%
Lynchwood Nominees Limited <2006420>	4,180,000	8.63%
HSBC Global Custody Nominee (UK) Ltd a/c 740468	3,876,432	8.00%
Pershing Nominees Limited a/c PSL981	3,248,000	6.70%
JIM Nominees Limited <Jarvis>	2,660,524	5.49%
Inversiones Mowe SL	2,500,000	5.16%

Directors

The directors during the year were:

P P Marks
A C Lubin
D Mifsud (resigned on 11 May 2009)
P M Seakens
L C Findlay (resigned on 18 December 2009)
A J Dougall (appointed on 19 February 2009 resigned on 18 December 2009)

After the end of the year, on 20 May 2010, L Russell was appointed as a director. Also after the end of the year P P Marks resigned on 7 April 2010.

Directors’ share options

Details of directors’ share options outstanding at 31 December 2009 are provided below;

Director	Grant Date	Options Issued	Option Price
P Marks	27/11/09	250,000	20p
P Marks	15/05/09	350,000	20p
A Lubin	27/11/09	1,500,000	20p
P Seakens	24/04/08	600,000	20p
L Findlay	24/04/08	2,500,000	20p
A Dougall	11/05/09	500,000	15p

Directors’ liability insurance

During the year, directors’ and officers’ liability insurance was maintained for directors and other officers of the Company as permitted by the Companies Act 2006.

Supplier payment policy

The group’s policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment. Trade creditors of the group at 31 December 2009 were equivalent to 109 days’ purchases.

Employment of the disabled

It is the policy of the group to give full and fair consideration to the employment of disabled persons in jobs suited to their individual circumstances and, as appropriate, to consider them for recruitment opportunities, career development and training. Where possible, arrangements are made for the continuing employment of employees who have become disabled whilst in the group’s employment.

Employee consultation

As at the date of this report this company only had two employees, both of whom are directors.

Charitable and political contributions

During the year, the group made charitable donations of £350 (2008: £600). During the year, the group did not make any political donations (2008: nil).

Statement of disclosure to the independent auditors

Each of the persons who is a director at the date of approval of this report confirms that:

(i) so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

(ii) the director has taken all the steps as a director in order to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

Clarkson Hyde LLP have expressed their willingness to continue in office as auditors and a resolution to reappoint them will be proposed at the forthcoming Annual General Meeting.


By order of the Board

Paul Seakens
Company Secretary
1 July 2010

 

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under the law the directors have elected to prepare the group and company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for the period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006 and, as regards the group financial statements, Articles 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the company’s website and legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Each of the directors, whose names are listed on page 1, confirms that, to the best of each person’s knowledge and belief:

• the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and loss of the group and company, and
• the directors’ report contained in the annual report includes a fair review of the development and performance of the business and the position of the company and group, together with a description of the principal risks and uncertainties that they face.

 

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF OTIUM VENTURES PLC

We have audited the financial statements of Otium Ventures plc for the year ended 31 December 2009 which comprise the consolidated income statement, the consolidated and parent company balance sheets, the consolidated cash flow statement, the group and parent company statements of changes in equity and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Respective responsibilities of directors and auditors

As explained more fully in the statement of directors’ responsibilities set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.

Qualified opinion on financial statements arising from limitation in audit scope

During the year under review, the company acquired 100% of the issued shares of Cheque Exchange Limited from Provident Financial plc. As explained in note 13 to the financial statements, before the end of the financial year, control of Cheque Exchange Limited was transferred from the company back to Provident Financial plc with the result that during our audit we were unable to obtain full access to the accounting records of Cheque Exchange Limited. Our audit was limited because we were unable to audit a significant proportion of the consolidated income statement deriving from the income, cost of sales and administrative expenses of Cheque Exchange Limited. Given that Cheque Exchange Limited was not a member of the group at the end of the financial year and its assets and liabilities have not been included in the consolidated balance sheet, our audit of the consolidated balance sheet was not limited in scope.

Except for the financial effects of such adjustments, if any, as might have been determined to be necessary had we been able to satisfy ourselves as to the amounts included in the consolidated income statement deriving from Cheque Exchange Limited, in our opinion the financial statements:

• give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2009 and of the group’s loss for the year then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation.

Emphasis of matter – Going concern

In forming our opinion on the financial statements, we have considered the adequacy of the disclosure made in note 1 to the financial statements concerning the company's ability to continue as a going concern. At 31 December 2009 the group’s current liabilities exceeded its total assets by £567,644. The company entered a Company Voluntary Arrangement on 12 May 2010 reducing its liabilities at that date by 98%. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

In respect solely of the limitation on our audit work relating to the accounting records of Cheque Exchange Limited, described above:

• we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
• we were unable to determine whether adequate accounting records had been kept.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration are not made.

Andrew Seton (Senior Statutory Auditor)
for and on behalf of Clarkson Hyde LLP,
Chartered Accountants and
Statutory Auditor

70 Conduit Street
London
W1S 2GF

Date 1st July 2010

 

CONSOLIDATED INCOME STATEMENT

	Notes	Year to 31 December 2009	15 months to 31 December 2008
		£	£
Discontinued Operations
Revenue		840,275	144,270
Cost of sales		(358,427)	(209,141)
Gross profit		481,848	(64,871)
Administrative expenses		(2,738,869)	(1,712,014)
Exceptional costs	5	(1,211,905)	(251,870)
Operating loss	4	(3,468,926)	(2,028,755)
Investment income	6	-	28,195
Finance costs	7	(156,294)	(52,814)
Loss before taxation		(3,625,220)	(2,053,374)
Taxation	10	-	-
Loss for the financial year		(3,625,220)	(2,053,374)
Loss per share – basic and diluted	11	(7.6p)	(5.5p)

The company has elected to take the exemption under section 408 of the Companies Act 2006 not to present the parent company profit and loss account.

The loss for the parent company for the year was £5,259,869 (2008: £166,300).

CONSOLIDATED BALANCE SHEET

		As at 31 December 2009	As at 31 December 2008
		£	£
Non current assets
Property, plant and equipment	12	-	86,922
Intangible fixed assets	14	-	1,386,872
		-	1,473,794
Current assets
Inventories	16	-	59,339
Trade and other receivables	17	6,539	553,167
Cash and cash equivalents	18	9,632	192,096
		16,171	804,602
Current liabilities
Trade and other payables	19	(583,815)	(603,627)
Net current (liabilities)/assets		(567,644)	200,975
Non-current liabilities
Non-current borrowings	20	(1,750,000)	(1,232,243)
Net assets		(2,317,644)	442,526
Equity
Share capital	21	484,420	426,750
Share premium		2,710,230	1,902,850
Retained earnings		(5,512,294)	(1,887,074)
Equity attributable to equity holders of the parent		(2,317,644)	442,526

Approved by the Board on 1 July 2010 and signed on its behalf by


Paul Seakens
Director

COMPANY BALANCE SHEET

		As at 31 December 2009	As at 31 December 2008
		£	£
Non current assets
Investment in subsidiaries	13	-	326600
Current assets
Trade and other receivables	17	6,537	3,235,243
Cash and cash equivalents	18	8,623	-
		15,160	3,235,243
Current Liabilities
Trade and other payables		(330,380)
Net current (liabilities)/assets		(315,220)	3,235,243
Non-current liabilities
Non-current borrowings	20	(1,750,000)	(1,232,243)
Net assets		(2,065,220)	2,329,600
Equity
Share capital	21	484,420	426,750
Share premium		2,710,230	1,902,850
Retained earnings		(5,259,870)	-
Equity shareholders’ funds		(2,065,220)	2,329,600

Approved by the Board on 1 July 2010 and signed on its behalf by

Paul Seakens
Director

Company Number: 05874310

 

CONSOLIDATED CASH FLOW STATEMENT

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
Cash flows from operating activities
Loss before taxation	(3,625,220)	(2,053,374)
Adjustments for :
Depreciation	215,312	31,728
Amortisation	1,566,189	-
Profit on disposal of investment	(119,217)	(25,410)
Investment income	-	(28,195)
Interest expense	156,294	52,814
Share based payment	-	166,300
Decrease/(increase) in trade and other receivables	489,080	(414,019)
Decrease in inventories	59,339	23,343
Increase in trade and other payables	(19,812)	80,245
Cash used in operations	(1,278,035)	(2,166,568)
Interest paid	(156,294)	(52,814)
Net cash used in operating activities	(1,434,329)	(2,219,382)
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired	(642,000)	83,961
Interest received	-	28,195
Purchase of intangible assets	-	(21,982)
Purchase of property, plant and equipment	(96,942)	(10,376)
Proceeds from sale of property, plant and equipment	-	25,410
Net cash used in investing activities	(738,942)	105,208
Cash flows from financing activities
Net new long term loans received	1,125,757	303,270
Issue of shares	865,050	2,003,000
Net cash from financing activities	1,990,807	2,306,270
Net (decrease)/increase in cash and cash equivalents	(182,464)	192,096
Cash and cash equivalents at beginning of the year	192,096	-
Cash and cash equivalents at end of the year	9,632	192,096

STATEMENTS OF CHANGES IN EQUITY

GROUP

	Retained earnings	Share capital	Share premium	Total
	£	£	£	£
As at 31 December 2008	(1,887,074)	426,750	1,902,850	442,526
Ordinary shares issued in the year	-	57,670	807,380	865,050
Loss for the year	(3,625,220)	-	-	(3,625,220)
As at 31 December 2009	(5,512,294)	484,420	2,710,230	(2,317,644)

COMPANY

	Retained earnings	Share capital	Share premium	Total
	£	£	£	£
As at 31 December 2008	-	426,750	1,902,850	2,329,600
Loss for the year	(5,259,870)	-	-	(5,259,870)
Ordinary shares issued in the year	-	57,670	807,380	865,050
As at 31 December 2009	(5,259,870)	484,420	2,710,230	(2,065,220)

 

NOTES TO THE FINANCIAL STATEMENTS

1.Accounting policies

Basis of preparation:

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared on the historical cost basis.

The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that effect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. Although these estimates are based on managements’ best knowledge of the amount, events or actions, actual results ultimately may differ from those of estimates.

Going concern:

The Group incurred a loss after tax of £3,625,220 during the year ended 31 December 2009. The directors have prepared trading and cash flow forecasts for the Group for the year to 30 June 2011.

After the end of the year, the company and its creditors agreed a voluntary arrangement to cap the company's liabilities at the rate of 2p in the Pound. At the date of approval of these financial statements, the voluntary arrangement had not yet been concluded. Also, the directors are confident that the principal lender, Palmdale Investments Inc, will continue to provide financial support to the company for the foreseeable future. As a result the directors believe that the company will continue in operational existence and that it is therefore appropriate to prepare these financial statements on the going concern basis.

Basis of consolidation:

The consolidated financial statements incorporate the results of the Company and its subsidiary undertakings as at 31 December 2009 and exclude all intra-group transactions and balances. The results of subsidiary undertakings are included from the date of acquisition. The results of subsidiary undertakings disposed of are included up to the date of disposal.

Goodwill:

Goodwill represents any excess of the cost of acquisition over the fair value of the identifiable assets and liabilities acquired. Goodwill is tested annually for impairment and is carried at cost less accumulated impairment losses.

Property, plant and equipment

Property, plant and equipment are stated at cost net of accumulated depreciation and any provision for impairment. Depreciation is provided at rates calculated to write off the cost, less an estimated residual value, of the assets over their estimated useful lives at the following rates:

Web site development	25% straight line
Office equipment	25% straight line
Motor vehicles	25% straight line

Patents

Patents are valued at cost less accumulated amortisation. Amortisation is calculated to write off the cost in equal annual instalments over their estimated useful lives.

Development costs

Development expenditure is written off in the year in which it is incurred unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is deferred and amortised over the period during which the company is expected to benefit.

Inventories

Inventories are valued at the lower of cost and net realisable value.

Leased assets

Rentals under operating leases are charged to the income statement on a straight-line basis over the lease term. All of the Group’s current leases are operating leases.

Foreign currency

Foreign currency transactions are recorded at the rate of exchange at the time of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the income statement.

Financial instruments

Financial assets and liabilities are recognised at fair value in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

The Group classifies its financial instruments into loans and receivables (comprising cash and trade receivables) and other liabilities (comprising loan notes and trade payables).

Trade and other receivables

Trade and other receivables do not carry any interest and are stated at their nominal value unadjusted to reflect discounting for the time value of cash flows recoverable and are reduced by appropriate allowances for estimated irrecoverable amounts.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and deposits which are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and have an original maturity of three months or less at acquisition. Bank overdrafts are included within current liabilities unless there is a right of offset with cash balances.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Trade and other payables

Trade payables are not interest bearing and are stated at their nominal value.

Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs.

Share based payments

Share options awarded to employees are measured at fair value at grant date using the Black-Scholes model. Inputs to the model are based on management’s best estimates of appropriate volatility, discount rate and share price growth. The fair value is expensed on a straight-line basis over the vesting period, based on an estimate of the number of options that will eventually vest. Cash-settled share based payment transactions result in the recognition of a liability at its current fair value.

2. Financial risk management

The Group is exposed through its operations to one or more of the following financial risks that arise from its use of financial instruments. A risk management programme has been established to protect the Group against the potential adverse effects of these financial risks.

Credit risk

Due to limited invoiced sales up to 31 December 2009, the Group is not exposed to significant credit risk. Trade debtors at 31 December 2009 amounted to £1,118.

Liquidity risk

Liquidity risk arises from the Group’s management of working capital and finance charges. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The liquidity risk is managed centrally by the finance function. Budgets are set and are agreed by the Board. As at 31 December 2009, the Group had cash and cash equivalents amounting to £9,632.

Interest rate risk

The Group’s external borrowings at 31 December 2009 comprise a loan bearing interest at a fixed rate of 10% p.a.

Foreign currency risk

The Group has no significant foreign currency risk.

3. Segment Reporting

The Group’s turnover and operating loss for the year are derived wholly from the company’s principal activity, alternative financial services, and were generated wholly within the United Kingdom. The directors do not consider that there are any distinguishable geographical or business segments for reporting purposes.

4. Operating loss

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
The operating loss was stated after charging:
Depreciation	215,312	31,728
Auditors remuneration:
- fees payable to the group’s auditor for the audit of the group’s annual accounts	8,500	10,000
- non audit fees relating to tax services	5,253	7,597
- non audit fees relating to due diligence services	-	21,539

5. Exceptional costs

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
Amortisation of goodwill relating to Crewcard Network Ltd	1,364,890	-
Profit on disposal of investment in Cheque Exchange Ltd	(119,217)	-
Recovery of VAT previously charged to administrative expenses	(77,440)	-
Write down of stock held by Crewcall Network Ltd	26,460	-
Loss on disposal of debt to Cheque Exchange Ltd	17,212	-
Expenses incurred relating to AIM admission and raising of funds in December 2007	-	251,870
	1,211,905	251,870

6. Investment income

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
Interest on short term bank deposits	-	28,195

7. Finance costs

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
Interest on borrowings	156,294	52,814

8. Information regarding directors and employees

	Year to 31 December 2009	15 months to 31 December 2008
	No.	No.
The average number of persons (including directors) employed by the group during the year was:
Management and administration	12	14
	£	£
Aggregate employee costs (including directors) were:
Wages and salaries	1,170,056	682,371
Social security costs	131,068	72,938
Share based payments	-	166,300
	1,301,124	921,609

9. Directors’ remuneration

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
Directors’ remuneration during the year was:
Emoluments	328,950	284,014
Compensation for loss of office	77,705	30,000
	406,655	314,014
Highest paid director’s remuneration;
Emoluments	120,000	81,731

10. Taxation

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
UK corporation tax in respect of current year	-	-
The tax charge for the year can be reconciled to the loss for the year as follows:
Loss before taxation	(3,625,220)	(2,053,374)
Tax on loss at standard rate of 28%	(1,015,061)	(574,945)
Effect of:
Non-deductible expenses	36,994	110,892
Depreciation in excess of capital allowances	10,000	8,618
Tax losses carried forward	968,067	455,435
Current tax charge	-	-

11. Loss per share

The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue in the year. In calculating the diluted earnings per share, outstanding share options warrants and convertible loans are taken into account where the impact is dilutive.

	Year to 31 December 2009
	£
Basic:
Loss for the financial year	(3,625,220)
Weighted average number of share in issue	48,015,400
Basic loss per share	(7.6p)
Fully Diluted:
Loss for the financial year	(3,625,220)
Add back interest charge on convertible loans, net of tax	128,274
Fully diluted loss for the financial year	(3,496,946)
Weighted average number of share in issue	48,015,400
Dilutive effect of:
- convertible loan agreements and warrants	-
- share options	-
	48,015,400
Fully diluted loss per share	(7.6p)

The fully diluted loss per share is the same as the basic loss per share. It is not reduced as a result of dilution.

12. Property, plant and equipment

Group	Web site	Motor vehicles	Office equipment	Total
	£	£	£	£
Cost
At 1 January 2009	105,328	-	26,947	132,275
On acquisition of subsidiary	-	116,402	342,332	458,734
Addition	76,028	-	20,914	96,942
Disposals	-	(17,554)	-	(17,554)
On disposal of subsidiary	-	(98,848)	(363,246)	(462,094)
At 31 December 2009	181,356	-	26,947	208,303
Accumulated depreciation
At 1 January 2009	37,612	-	7,741	45,353
On acquisition of subsidiary	-	73,353	267,778	341,131
Charge for the year	143,744	10,362	61,206	215,312
On disposal of subsidiary	-	(83,715)	(309,778)	(393,493)
At 31 December 2009	181,356	-	26,947	208,303
Net book value
At 31 December 2009	-	-	-	-
At 31 December 2008	67,716	-	19,206	86,922

13. Investment in subsidiaries

	Company
Cost	£
At 1 January 2009	326,600
Addition	2,294,000
Disposal	(2,294,000)
Provision for Write Down	(326,600)
At 31 December 2009	-

 

The following were subsidiaries at the end of the year:	Country of incorporation	Proportion of owned interest	Principal activities
Crewcard Network Limited	UK	100%	Prepaid Debit Cards
Crewcall Network Limited	UK	100%	International Telephony
Acquirestar Limited	UK	100%	Dormant

As the Company was unable to make the second instalment for the purchase of Cheque Exchange Limited from Provident Financial Plc in July 2009, ownership of Cheque Exchange Limited reverted back to Provident Financial Plc at 31 October 2009.

During the year, the group acquired Cheque Exchange Limited. The fair value of assets acquired and liabilities assumed were as follows:

	£
Property, plant and equipment	110,377
Trade and other receivables	653,928
Inventories	-
Cash	(35,451)
Trade payables	(800,257)
Long term debt	-
Total net liabilities	(71,403)
Goodwill	2,365,403
Fair value of cash consideration	2,294,000

14. Intangible fixed assets

	Development costs	Trademarks	Goodwill	Group
				£
Cost
At 1 January 2009	16500	5482	1,364,890	1,386,872
Additions	-	-	2,365,403	2,365,403
Disposals	-	-	(2,365,403)	(2,365,403)
Impairment	(16500)	(5482)	(1,364,890)	(1,386,872)
At 31 December 2009	-	-	-	-

15. Deferred taxation

The actual and potential liabilities to deferred taxation are £nil (2008: £nil) as a result of both significant trading losses having been incurred and uncertainty as to when the company might make sufficient profits in the future.

16. Inventories

	Group	Group	Company	Company
	2009	2008	2009	2008
	£	£	£	£
Finished goods	-	59,339	-	-

17. Trade and other receivables

	Group	Group	Company	Company
	2009	2008	2009	2008
	£	£	£	£
Trade debtors	1,118	1,996	1,118	-
Loans to group undertakings	-	-	-	3,235,243
Other debtors	-	150,000	-	-
Prepayments	5,421	401,171	5,420	-
	6,539	553,167	6,538	3,235,243

18. Cash and cash equivalents

	Group	Group	Company	Company
	2009	2008	2009	2008
	£	£	£	£
Cash at bank and in hand	9,632	192,096	8,623	-

19. Trade and other payables

	Group	Group	Company	Company
	2009	2008	2009	2008
	£	£	£	£
Trade creditors	222,536	133,894	93,747	-
Other taxation and social security costs	313,673	23,703	190,098	-
Accruals	47,606	446,030	46,535	-
	583,815	603,627	330,380	-

20. Non current borrowings

	Group	Group	Company	Company
	2009	2008	2009	2008
	£	£	£	£
Other Loans	1,750,000	-	1,750,000	-
Convertible Loans	-	1,232,243	-	1,232,243
Total Loans	1,750,000	1,232,243	1,750,000	1,232,243

Loans at 31 December 2009 are owed to Palmdale Investments Inc. The loan is secured by means of floating charge over the assets of the company. The loan is repayable by 31 March 2011. If the loan is not repaid at this date then the loan plus a premium equal to 100% of the loan value must be paid by 30 September 2012. In addition, if the loan is not repaid at 30 September 2012 a Penalty Charge of 5% per month thereafter will be charged. An Arrangement Fee of 10% of the principal amount is also due on repayment of the loan. The loan bears interest at 10% per annum however interest payments are off-set against the potential premium payable.

21. Share capital

	2009	2008
	£	£
Authorised:
10,000,000,000 Ordinary shares of 1p each	100,000,000	100,000,000
Issued share capital:	£	£
48,442,000 (2008: 42,675,000) Ordinary shares of 1p	484,420	426,750

On 29 January 2009, 5,767,000 ordinary shares were issued for a total consideration of £865,050 in order to assist with the funding of the acquisition of Cheque Exchange Limited.

As at 31 December 2009,unexercised warrants, options and loan conversion rights totalling 8,193,200 had been granted over Ordinary shares.

22. Share based payments

The Group operates two share option schemes for directors and other employees, an EMI Share Option Scheme and an Unapproved Share Option Scheme. Under both schemes:

(a) No payment is required for the grant of an option.
(b) Options are granted with an exercise price equal to the market value of the shares on the date of grant.
(c) Options are exercisable in two halves on the first and second anniversaries of the date of grant.
(d) Options lapse on ceasing to be an employee or otherwise 10 years after the date of grant.

	As at 31 December 2009		As at 31 December 2008
		Weighted average exercise price			Weighted average exercise price
	Number	£	Number		£
Outstanding at the beginning of the year	7,050,000	0.20	-		-
Lapsed during the year	400,000	0.20	-		-
Granted during the year	500,000	0.15	7,050,000		0.20
Outstanding at the end of the year	7,150,000	0.20	7,050,000		0.20

Of the total number of options outstanding at 31 December 2009, 5,325,000 had vested and were exercisable at the end of the year.

The weighted average fair value of each option granted during the year to 31 December 2009 was £0.0396.

The following information is relevant in determining the fair value of the options granted during the year to 31 December 2009:

Option pricing model used	Black-Scholes
Weighted average share price at grant date	£0.20
Weighted average exercise price	£0.20
Expected volatility	40%
Expected life (years)	2
Risk free interest rate	0.7%

 

	Year to 31 December 2009	15 months to 31 December 2008
	£	£
Total expense recognised from share based payment transactions	-	166,300

As a result of the cessation of trading activities by the group in the year, the directors consider that share options outstanding at the end of the year are unlikely to be exercised and therefore no share based payments expense has been recognised for the year.

23. Related party transactions

(i) Share options granted to persons who served as director during the year are as follows:

	Grant date	Exercise price	At 31 December 2009
A Dougall	11 May 2009	15p	500,000
			500,000

(ii) During the year to 31 December 2009, the company incurred costs of £77,050 from Aspirant Limited for consultancy services provided. Aspirant Limited is controlled by Paul Marks, a director.

(iii) During the year loan interest amounting to £98,816 was paid to Dexapoint United Corporation, a shareholder

(iv) During the year to 31 December 2009, the company incurred costs of £66,616 from Countermand Limited for consultancy services provided. Countermand Limited is controlled by Paul Seakens, a director.

24. Post balance sheet events

(i) On 17th February 2010 Crewcard Network Limited, a wholly owned subsidiary of the company, was placed into creditors voluntary liquidation.

(ii) On 15th May 2010 a proposal by the Directors to place the company into a Voluntary Arrangement was accepted by creditors and shareholders. The proposal will result in a payment to creditors of two pence in the pound.

(iii) On 12th May 2010 shareholders voted in favour of a change of name for the company from Hertford International Group Plc to Otium Ventures Plc. Companies House effected the change of name on 22 June 2010.

(iv) On 10th March 2010 the company disposed of a 55% share in Crewcall Network Limited, previously a wholly owned subsidiary for £1. Also on the 19th March 2010 the company disposed of Crewcall Telecoms Limited also a wholly owned subsidiary for the sum of £1.

25.Ultimate controlling party

The directors of the Company do not consider any one party to exercise ultimate control over the Group.