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ERX Eirx Therap.

0.015
0.00 (0.00%)
14 Jun 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Eirx Therap. LSE:ERX London Ordinary Share GB00B0XQBS97 ORD 0.001P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.015 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Annual Report and Accounts

30/12/2008 12:30pm

UK Regulatory


    RNS Number : 8950K
  EiRx Therapeutics PLC
  30 December 2008
   

    EiRx Therapeutics Plc ("the Company") 
 Final Results For the year ended 30 June 2008

    Macclesfield, Cheshire - EiRx Therapeutics plc (AIM: ERX), the drug discovery company developing targeted therapies for the treatment of
cancer, releases extracts of its annual results for the year ended 30th June 2008.
    Copies of the full accounts, along with the notice of the Annual General Meeting and Form of Proxy, will been sent to shareholders on 30
December 2008 and will be available on the Company's website www.eirx.com, and for a period of one month at 50 Broadway, Westminster, London
SW1H 0BL.


    For further information, please contact:
 EiRx Therapeutics plc             +44 (0)7740 696142
 John Pool , Chairman                                

 Grant Thornton UK LLP            +44 (0)20 7383 5100
 Philip Secrett / Colin Aaronson

    Chairman's statement

    At the half year I was able to report good progress with the scientific research of the group. Unfortunately, since then all research
has ceased as a result of the need to put EiRx Therapeutics Limited ("ETL") into liquidation following the unexpected withdrawal of
facilities by our bankers, Bank of Scotland.

    The group now comprises the company and its one subsidiary, Auvation Limited. It currently has no staff and no premises. Thus ongoing
costs are as low as they can be and Auvation Limited continues to enjoy revenues from out-licensed technology and royalties.

    We are negotiating potential contracts with external organisations wherein the IP of the group can be commercialised. We are also
monitoring the existing contracts to ensure the group revenues are maintained. The outcome of these discussions represent the key risks to
the group.

    Financial Review
    In February 2008, Bank of Scotland had indicated a willingness to increase its lending facility to the group from £200,000 to £350,000
based on a personal guarantee provided by a major shareholder. In March 2008 Bank of Scotland had been repaid the £200,000 advanced under
their previous facility from the proceeds of the share placing that had been made that month. In July 2008, when draw-down of the agreed,
increased facility was requested Bank of Scotland refused. The directors obtained and communicated legal advice to Bank of Scotland that
they had a strong case to seek specific performance of the lending facility but the bank disagreed with this position and indicated it would
defend itself in Court vigorously. The group lacked the resources and the time that were required to seek legal redress. Alternative sources
of funding were sought over the next four weeks but to no avail.

    As a result of the circumstances described in the preceding paragraph, on 18 August 2008, the directors of ETL, having considered ETL's
financial condition and future prospects carefully, concluded that ETL could not continue to trade by reason of its insolvency. As a
consequence the directors passed a resolution to cease trading with immediate effect and at a meeting of creditors held in Dublin on 2
September 2008 Michael McAteer of Foster McAteer, Chartered Accountants, was appointed liquidator.

    The key feature of the results for the year ended and the balance sheet at 30 June 2008 is therefore that all of the groups assets
relating to ETL, including goodwill, have been fully written off. Thus, the consolidated profit & loss account reflects the trading of the
group as it was for the financial year ended 30 June 2008 plus the write-off of ETL. The consolidated balance sheet at 30 June 2008 is the
consolidation of the holding company and Auvation Limited, its remaining subsidiary. The holding company's own balance sheet reflects the
write-off of its entire investment in ETL.

    During the financial year, revenues of £59,504 were generated from services provided to third party research pharmaceutical companies
and £3,221 was earned in royalties. Auvation Limited earned these revenues.

    At the end of the financial year cash at bank and in hand attributable to the ongoing group amounted to £75,352. 

    Key Performance Indicators ("KPI's")
    1)     Our business KPI has been to carry out our research programme in accordance with plans approved by the Board of Directors.

    2)    Our financial KPI was to ensure that we had adequate funding in place to accomplish 1.

    The circumstances outlined above have resulted in the group being unable to meet these KPIs. The board will reassess the KPIs once the
future of the group has been determined.


    John Pool
Chairman
    29 December 2008

    Consolidated Income Statement
                                                  Note         2008         2007
                                                                  £            £
 Continuing operations                          
 Revenue                                             2       62,725       79,146
                                                
 Administrative expenses                                  (228,549)  (2,814,905)
                                                
 Other operating income - rent receivable                         -       48,148
                                                
 Operating loss                                           (165,824)  (2,687,611)
                                                
 Finance income                                      3        2,747       11,613
 Finance costs                                       4     (21,227)     (17,517)
                                                
 Loss on ordinary activities before taxation         2    (184,304)  (2,693,515)
                                                
 Taxation                                            6       21,885       69,780
                                                
 Loss for the year from continuing activities             (162,419)  (2,623,735)
                                                
 Discontinued operation                         
 Loss for the year from discontinued operation       7  (3,108,170)  (1,083,322)
                                                
                                                
 Loss on ordinary activities after taxation         17  (3,270,589)  (3,707,057)
 for the year                                   
                                                
 Basic and diluted loss per share    - Total         8    (0.0738)p    (0.1330)p
     - Continuing operations                              (0.0036)p    (0.0941)p



    Consolidated statement of recognised income and expense

                                                               2008         2007
                                                                  £            £
                                                      
 Loss for the financial period                          (3,270,589)  (3,707,057)
 Currency difference on foreign currency net              (157,681)       83,519
 investments                                          
                                                      
 Total recognised gains and losses for the period       (3,428,270)  (3,623,538)
                                                      
                                                      
    The currency difference on foreign currency net investments is taken directly to equity.


    The accompanying accounting policies and notes form an integral part of these financial statements.

    Consolidated balance sheet
                                          Note         2008         2007
                                                          £            £
                                        
 Non current assets                     
 Goodwill                                    9      133,850    2,667,024
 Other intangible assets                    10        7,743      106,405
 Property, plant and equipment              11            -      170,429
                                                    141,593    2,943,858
                                        
 Current assets                         
 Inventories                                12            -       16,563
 Trade and other receivables                13       18,784       98,362
 Cash at bank and in hand                            75,352      188,474
                                                     94,136      303,399
                                        
 Total assets                                       235,729    3,247,257
                                        
 Current liabilities                    
 Trade and other payables                   14    (283,312)    (328,945)
 Convertible debt                                 (306,000)    (306,000)
                                                  (589,312)    (634,945)
                                        
 Total assets less current liabilities            (353,583)    2,612,312
                                        
                                        
                                        
 Capital and reserves                   
 Called up share capital                    16    5,991,486    5,951,486
 Share premium account                      17    2,009,917    1,587,542
 Merger reserve                             17       97,722    1,310,186
 Share based compensation reserve           17      123,615      123,615
 Exchange translation reserve               17     (93,865)       63,816
 Profit and loss account                    17  (8,482,458)  (6,424,333)
                                        
 Shareholders' funds                              (353,583)    2,612,312
                                        


    The accompanying accounting policies and notes form an integral part of these financial statements.

    Consolidated cash flow statement
                                                          2008         2007
                                                             £            £
 Cash flows from operating activities            
 Loss after tax                                    (3,270,589)  (3,707,057)
 Adjustment for exchange difference                  (182,524)       78,832
 Depreciation and amortisation                         305,949       66,508
 Proceeds on sale of tangible assets                         -       32,551
 Impairment of goodwill                              2,533,174    2,446,762
 Share based compensation                                    -       22,690
 Change in inventories                                  16,563        4,402
 Change in receivables                                  79,578       69,458
 Change in payables                                   (42,566)    (184,421)
 Net interest                                           18,479        5,904
 Income taxes credit                                  (21,885)     (69,780)
 Cash generated from operations                      (563,821)  (1,234,151)
 Interest paid                                        (20,121)     (17,517)
 Income taxes paid                                     (4,182)      (2,875)
 Income taxes received                                  22,345       71,698
 Net cash flow from operating activities             (565,779)  (1,182,845)
                                                 
 Net cash inflows from investing activities      
 Purchase of intangible assets                        (11,325)      (9,890)
 Purchase of property, plant and equipment               (690)      (1,103)
 Interest received                                       2,862       11,613
 Net cash flow from investing activities               (9,153)          620
                                                 
 Cash flows from financing activities            
 Proceeds from issue of shares                         600,000    1,081,138
 Share issue costs                                   (137,625)     (50,000)
 Proceeds from long term borrowings                          -       48,750
 Payment of financial lease liabilities                  (565)      (6,863)
 Net cash flow from financing activities               461,810    1,073,025
                                                 
 Net decrease in cash and cash equivalents           (113,122)    (109,200)
 Cash and cash equivalents at start of period          188,474      297,674
 Cash and cash equivalents at end of period             75,352      188,474
                                                 
                                                 

    
The accompanying accounting policies and notes form an integral part of these financial statements.
    The financial information set out in this announcement does not constitute the Company's statutory accounts for the period ended 30 June
2008 but is derived from those accounts. Statutory accounts for the period will be delivered to Companies House following the Company's next
Annual General Meeting. The Group's auditors have reported on these accounts; their report was unqualified and did not contain statements
under section 237(2) or (3) of the Companies Act 1985. Their report did contain an emphasis of matter statement concerning the disclosure in
note 1 below concerning the group's ability to continue as a going concern.

    Notes to the consolidated financial statements

    1. Basis of preparation
    These financial statements have been prepared on the going concern basis, which assumes that the company will continue in operational
existence for the foreseeable future.

    The liabilities of the Group exceed the assets by £353,583 at 30 June 2008. On 2 July 2008 £236,000 of those liabilities were converted
into share capital. The Group's ability to continue as a going concern is dependent upon being able to generate revenue in excess of
expenses, in order to meet the groups liabilities as they fall due. The Group has certain confirmed income streams, through licence and
royalty income, but the directors are negotiating contracts with external organisations in order to maximise the commercialisation of the
groups intellectual property. The outcome of these discussions, and therefore the future revenues of the group, are uncertain. In addition
it has been assumed in the forecasts that the remaining monies due to the convertible debt holder will not be repayable in the foreseeable
future.

    On this basis, the directors believe that it is appropriate for the accounts to be prepared on the going concern basis. The accounts do
not include any adjustments that would result should the company be unable to continue as a going concern.

    2. Turnover and loss on ordinary activities before taxation
    The turnover is attributable to contract research and licence fees in regard to out licensing of intellectual property all from within
the European Union.  

 The loss on ordinary activities before taxation is              2008       2007
 stated after:
                                                                    £          £
 Research and development: 
   Current year expenditure including depreciation and
 amortisation of patents, 
   hire of equipment and operating lease rentals              897,191    750,848
 Grants receivable in respect of research and               (243,358)   (79,489)
 development
 Auditors' remuneration:
   Audit services                                              16,000     16,000
   Non-audit services- tax compliance services                  4,500     12,000
   Non-audit services- nominated adviser                       26,000     22,221
 Redundancy payment to former director                              -     45,970
 Depreciation and amortisation: 
   Other intangible fixed assets - patents                    119,064     34,330
   Property, plant & equipment, owned                         182,847     29,838
   Property, plant & equipment, leased                          4,038      2,340
   Impairment of goodwill                                   2,533,174  2,446,762
 Provisions for diminution in value:
   Provision for permanent diminution in value of fixed             -     32,551
 assets - patents
 Foreign currency (gains)/losses                          (1,136,764)     93,323
 Other operating lease rentals                                163,621    163,621


    3. Finance income
                                        2008    2007
                                           £       £

 Interest receivable on bank deposits  2,747  11,613

    4. Finance costs
                                                 2008      2007
                                                    £         £

 Interest payable on Convertible Loan Notes  (15,300)  (15,300)
 Interest payable on bank overdrafts          (5,927)   (2,217)
                                             (21,227)  (17,517)


    5. Directors and employees
    Staff costs during the period were as follows:
                           2008     2007
                              £        £

 Wages and salaries     267,311  354,361
 Social security costs   42,148   46,460
 Other pension costs     26,910   19,875
                        336,369  420,696

    The average number of employees by category was as follows:
                         2008    2007
                       Number  Number

 Research staff             9      10
 Administrative staff       2       3
 Management                 2       2
                           13      15

    Remuneration in respect of directors who constitute the key management personnel, was as follows:
                                                             2008     2007
                                                                £        £

 Emoluments                                                84,318   76,728
 Pension contributions to money purchase pension schemes    5,866    1,604
                                                           90,184   78,332
 Payments to third parties for directors' services         88,380   83,665
                                                          178,564  161,997

    During the period one (2007: one) director participated in defined money purchase pension schemes.

    During the period no directors exercised share options.

    The amounts set out above include remuneration in respect of the highest paid director as follows:

                                                            2008    2007
                                                               £       £

 Emoluments                                               84,318  76,728
 Pension contributions to money purchase pension schemes   5,866   1,604
                                                          90,184  78,332

    6. Taxation
    There is a charge to taxation of £460 arising in the holding company. Auvation Limited received a Research & development tax credit
refund of £22,345. No other charge to corporation tax arose. The reduction in tax losses is as a result of the liquidation of EiRx
Therapeutics Limited.

    Unrelieved tax losses of approximately £ 0.5 million (2007: £4.6 million) remain available to offset against future taxable trading
profits of the company's subsidiary company. 

    Factors affecting the tax charge for the period.
    The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 30%.  

The differences are explained as follows: 
                                                               2008         2007
                                                                  £            £

 Loss on ordinary activities before taxation            (3,270,589)  (3,776,837)

 Loss on ordinary activities multiplied by standard       (981,177)  (1,133,051)
 rate of corporation tax at 30%

 Effect of:
 Expenses incurred not deductible for tax purposes        1,798,233      750,189
 Overprovision brought forward                                    -          302
 Income not chargeable for tax purposes                   (894,103)     (23,847)
 Income tax withheld                                            461            -
 Research & development tax credit                         (22,345)     (71,698)
 Tax losses carried forward on UK operating loss at          70,970      137,970
 30%
 Tax losses carried forward on overseas operating loss        2,532      112,648
 at 12.5%
 Lower tax rates on overseas loss                             3,544      157,707
 Tax credit for period                                     (21,885)     (69,780)


    7. Discontinued operation
    In August 2008 the company's subsidiary, EiRx Therapeutics Limited, ceased trading and on 2 September 2008 was placed into liquidation.
The directors consider that this entity meets the definition of a discontinued operation. The amounts included in the income statement in
respect of this operation are:

                                                        2008         2007
                                                           £            £

 Revenue                                                   -            -
 Administrative expenses                         (3,162,449)  (1,083,322)
 Other operating income - rent receivable             54,279            -
 Loss before taxation                            (3,108,170)  (1,083,322)
 Taxation                                                  -            -
 Loss for the year from discontinued operations  (3,108,170)  (1,083,322)

    The cash flows generated by the above business were as follows:
                                                 2008      2007
                                                    £         £

 Net cash outflow from operating activities  (21,094)    76,802
 Net cash outflow from investing activities  (12,014)  (10,639)
 Net cash outflow from financing activities     (618)  (58,320)
                                             (33,726)     7,843

    The assets, liabilities, capital additions, depreciation and amortisation and impairment of goodwill split between the continuing and
discontinued activities are as follows:

 2008                             Continuing  Discontinued        Total
                                           £             £            £
                                
 Assets                              235,729             -      235,729
 Liabilities                       (353,583)             -    (353,583)
 Capital additions                         -        12,015       12,015
 Depreciation and amortisation         1,772       304,177      305,949
 Impairment of goodwill                    -   (2,533,174)  (2,533,174)

 2007                             Continuing  Discontinued      Total
                                           £             £          £
                                
 Assets                              588,858     2,838,669  3,427,527
 Liabilities                       (480,510)     (154,435)  (634,945)
 Capital additions                       354        10,639     10,993
 Depreciation and amortisation        15,723        63,106     78,829
 Impairment of goodwill            2,446,762             -  2,446,762


    8. Loss per share
    The calculation of the basic earnings per share is based on the loss attributable to ordinary shareholders divided by the weighted
average number of shares in issue during the period.  

    Reconciliation of the earnings and weighted average number of shares used in the calculations are set out below.

                                                                            2008
                                                     Weighted average  Per share
                                               Loss         number of     amount
                                                  £            shares      pence
 Basic and Diluted Earnings per       
 share attributable                   
 to ordinary shareholders    -            (162,419)     4,429,294,673   (0.0036)
 Continuing                           
     - Discontinued                     (3,108,170)     4,429,294,673   (0.0702)
     - Total                            (3,270,589)     4,429,294,673   (0.0738)


                                                                            2007
                                                     Weighted average  Per share
                                               Loss         number of     Amount
                                                  £            shares      pence
 Basic and Diluted Earnings per       
 share attributable                   
 to ordinary shareholders    -          (2,623,735)     2,787,777,108   (0.0941)
 Continuing                           
     - Discontinued                     (1,083,322)     2,787,777,108   (0.0389)
     - Total                            (3,707,057)     2,787,777,108   (0.1330)

    There is no dilutive effect on the loss per share as a result of the issue of options and consequently this has not been shown.


    9. Goodwill
                                       Total
                                           £
                               
 Cost at 1 July 2006               5,113,786
 Impairment during the year      (2,446,762)
 At 30 June 2007                   2,667,024
 Impairment during the year      (2,533,174)
 At 30 June 2008                     133,850
                               
    As a result of the liquidation of EiRx Therapeutics Limited, one of the subsidiaries of the Group, as further disclosed in Note 21, the
goodwill allocated to that cash generating unit has been impaired to £nil.

    The remaining goodwill relates to the Group's other cash generating unit, Auvation Limited. An impairment review has been performed,
considering the cash forecast to be generated by Auvation Limited over a period of 2 years, discounted at a rate of 10%. No impairment was
identified.


    10. Other intangible assets
 9.                                             Patents
                                            
                                                      £
 Cost                                       
 At 1 July 2006                                 243,408
 Additions                                        9,890
 Disposals                                     (79,202)
 Foreign exchange differences                   (6,150)
 At 30 June 2007                                167,946
 Additions                                       11,325
 Foreign exchange differences                    28,673
 Eliminated on liquidation of subsidiary      (195,907)
 At 30 June 2008                                 12,037
                                            
 Amortisation                               
 At 1 July 2006                                (75,832)
 Provided in the year                          (34,330)
 Disposals                                       46,651
 Foreign exchange differences                     1,970
 At 30 June 2007                               (61,541)
 Provided in the year                         (119,064)
 Foreign exchange differences                  (19,596)
 Eliminated on liquidation of subsidiary        195,907
 At 30 June 2008                                (4,294)
                                            
 Net book amount at 30 June 2008                  7,743
                                            
 Net book amount at 30 June 2007                106,405

    The remaining amortisation period for the patents is 5 years.



    11. Property, plant and equipment

                                     Leasehold  Laboratory     Office
                                      property   equipment  equipment      Total
                                             £           £          £          £
 Cost
 At 1 July 2006                        212,479     360,999     61,202    634,680
 Additions                                   -         354        749      1,103
 Foreign exchange differences          (5,698)     (1,743)    (1,642)    (9,083)
 At 30 June 2007                       206,781     359,610     60,309    626,700
 Additions                                   -           -        690        690
 Foreign exchange differences           36,785      48,509     10,782     96,076
 Eliminated on liquidation of        (243,566)   (408,119)   (71,781)  (723,466)
 subsidiary
 At 30 June 2008                             -           -          -          -

 Depreciation
 At 1 July 2006                       (51,655)   (335,602)   (54,786)  (442,043)
 Provided in the year                  (8,280)    (21,160)    (2,738)   (32,178)
 Foreign exchange differences            1,394      15,084      1,472     17,950
 At 30 June 2007                      (58,541)   (341,678)   (56,052)  (456,271)
 Provided in the period              (162,003)    (19,544)    (5,338)  (186,885)
 Foreign exchange differences         (23,022)    (46,897)   (10,391)   (80,310)
 Eliminated on liquidation of          243,566     408,119     71,781    723,466
 subsidiary
 At 30 June 2008                             -           -          -          -

 Net book amount at 30 June 2008             -           -          -          -

 Net book amount at 30 June 2007       148,240      17,932      4,257    170,429

 Net book amount at 30 June 2006       160,824      25,397      6,416    192,637

    Included above are assets held under finance lease with a net book value of £nil (2007: £3,699). Depreciation charged in respect of such
assets amounted to £ 3,699 (2007: £2,337)


    12. Inventories

                                               2008    2007
                                                  £       £
                                             
 Research materials and consumable stores         -  16,563


    13. Trade and other receivables
                                       2008    2007
                                          £       £
                                   
 Amounts due on calls on shares           -  50,000
 Trade receivables                      985  10,175
 Corporation tax recoverable              -     659
 VAT recoverable                      8,902   7,134
 Prepayments and accrued income       8,897  30,394
                                     18,784  98,362

    14. Trade and other payables
                                          2008     2007
                                             £        £
                                     
 Trade payables                        159,362  148,922
 Social security and other taxes           321   27,341
 Accruals                              123,629  152,117
 Amounts due under finance leases            -      565
                                       283,312  328,945

    15. Commitments under finance leases and hire purchase agreements
    Future cash flow commitments under finance leases and hire purchases agreements are as follows:

                                       2008   2007
                                          £      £
                                     
 Amounts payable within 1 year            -    666
 Less future interest not accrued         -  (101)
                                          -    565

    16. Share capital
                                                              2008        2007
                                                                 £           £
 Authorised
 407,827,190,760 ordinary shares of 0.001pence each      4,078,272           -
 2,975,742,760 deferred shares of 0.199 pence each       5,921,728           -
 2007: 5,000,000,000 ordinary shares of 0.2 pence each           -  10,000,000
                                                        10,000,000  10,000,000

 Allotted, called up and fully paid
 6,975,742,760 ordinary shares of 0.001 pence each          69,758           -
 2,975,742,760 deferred shares of 0.199 pence each       5,921,728           -
 2007: 2,975,742,760 ordinary shares of 0.2 pence each           -   5,951,486
                                                         5,991,486   5,951,486


    On 5 December 2007, the issued and allotted share capital of the company that comprised 2,975,742,760 ordinary shares of 0.2 pence each
was subdivided into 2,975,742,760 ordinary shares of 0.001 pence each and 2,975,742,760 deferred shares of 0.199 pence each. Each of the
authorised and unissued shares at that date, 2,024,257,240 ordinary shares of 0.2 pence each, was subdivided into 200 ordinary shares of
0.001 pence each.  

    On 19 February 2008, a placing of shares resulted in the issue and allotment of 4,000,000,000 ordinary shares of 0.001 pence each at a
price of 0.015 pence per share. The funds raised amounted to £600,000 of which £170,125 was a debt for equity swap. As a result of the issue
a net £422,375 was credited to share premium account after deducting expenses of the issue of £137,625. Subscribers under the placing were
granted one warrant for every three shares subscribed. Each warrant is exercisable at a price of 0.015pence per share.


    17. Statement of changes in equity
                                                     Conver-         Called         Share                        Share based        
Exchange         Profit 
                                                  tible debt       up share       premium       Merger         compens-ation     
translation        and loss        Total
                                                                    capital       account      reserve               reserve         
reserve         account       equity
                                                           £              £             £            £                     £               
£               £            £

 Balance at 30 June 2006                                   -      4,970,348     1,537,542    2,999,768               100,925        
(19,703)     (4,406,858)    5,182,022
 Differences on foreign exchange investments
                                                           -              -             -            -                     -          
83,519               -       83,519
 Net income recognised directly in equity
                                                           -              -             -            -                     -          
83,519               -       83,519
 Loss for the year                                         -              -             -            -                     -               
-     (3,707,057)  (3,707,057)
 Total recognised income and expense for the year
                                                           -              -             -            -                     -          
83,519     (3,707,057)  (3,623,538)

 Issue of shares & related costs
                                                           -        981,138        50,000            -                     -               
-               -    1,031,138
 Share option charge                                       -              -             -            -                22,690               
-               -       22,690
 Reserve transfers                                         -              -             -  (1,689,582)                     -               
-       1,689,582            -
 Issue of convertible debt                           306,000              -             -            -                     -               
-               -      306,000

 Balance at 30 June 2007 as previously stated
                                                     306,000      5,951,486     1,587,542    1,310,186               123,615          
63,816     (6,424,333)    2,918,312
 Prior year adjustment                             (306,000)              -             -            -                     -               
-               -    (306,000)
 Balance at 30 June 2007 as restated
                                                           -      5,951,486     1,587,542    1,310,186               123,615          
63,816     (6,424,333)    2,612,312
 Differences on foreign exchange investments
                                                           -              -             -            -                     -       
(157,681)               -    (157,681)
 Net income recognised directly in equity
                                                           -              -             -            -                     -       
(157,681)               -    (157,681)
 Loss for the year                                         -              -             -            -                     -               
-     (3,270,589)  (3,270,589)
 Total recognised income and expense for the year
                                                           -              -             -            -                     -       
(157,681)     (3,270,589)  (3,428,270)
 Issue of shares & related costs
                                                           -         40,000       422,375            -                     -               
-               -      462,375
 Reserve transfers                                         -              -             -  (1,212,464)                     -               
-       1,212,464            -
 Balances at 30 June 2008                                  -      5,991,486     2,009,917       97,722               123,615        
(93,865)     (8,482,458)    (353,583)

    Prior year adjustment
    The balance sheet as at 30 June 2007 has been restated to reflect a reclassification in respect of convertible debt. The convertible
debt has been reclassified from equity to debt, in accordance with IAS 32: Financial Instruments: Presentation, as a result of this
adjustment. The effect of restating the accounting is a reduction in net assets of £306,000.


    18. Financial instruments
    The group uses financial instruments, other than derivatives, comprising borrowings, cash on deposit and in current accounts and other
items, such as trade debtors, trade creditors, etc. that arise directly from its operations. The main purpose of these financial instruments
is to raise finance for the group's operations.

    The main risk arising from the group financial instruments is currency risk. The board reviews and 
    agrees policies for managing each of these risks and they are summarised below.

    It is and has been throughout the period under review, the group policy that no trading in financial instruments shall be undertaken.

    Interest rate risk
    The group has financed its operations to date from cash raised from issues of shares. Cash surplus to immediate requirements is placed
on interest bearing deposit with the group's bankers.

    The table below shows the extent to which the group had cash on deposit and in current accounts and the rates of interest applicable to
deposits at 30 June 2008.

                                                  At 30 June 2008
                                   Deposit at    30 day   Current
 Functional currency of operation        call  deposits  accounts   Total
                                            £         £         £       £

 Sterling (note 1)                     75,279         -        73  75,352

                                                  At 30 June 2007
                                   Deposit at    30 day   Current
 Functional currency of operation        call  deposits  accounts    Total
                                            £         £         £        £

 Sterling (note 1)                     99,470         -    56,687  156,157
 Euro (note 2)                              1         -    32,286   32,287
                                       99,471         -    88,973  188,444

    Note 1: As at 30 June 2007 & 2008, the sterling deposit at call was at a rate of 1% being LIBOR minus 3.5%. Deposit interest rates
depend on both LIBOR and the value of funds on deposit.

    Note 2: As at 30 June 2007 & 2008, the Euro 30-day deposit was at a rate of 1.68% being 30 day EURIBOR minus 0.4%. The rate of interest
depends on both EURIBOR and the value of funds on deposit.

    Liquidity risk
    The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably. All liabilities held by the company are due within one year.

    Currency risk
    The group does not hedge its exposure of foreign investments held in foreign currencies.

    The group is exposed to translation and transaction foreign exchange risk. In relation to translation risk, assets held in foreign
currency are currently left exposed. Transaction exposures are hedged when known, mainly using the forward hedge market.

    The table below shows the extent to which group companies had monetary assets and liabilities in currencies other than their local
currency. Foreign exchange differences on retranslation of these assets and liabilities are taken to profit and loss account of the group
companies and the group.

                                             At 30 June 2008
 Functional currency of operation  Sterling  US Dollar  Euro  Total
                                          £          £     £      £

 Sterling                                 -          -     -      -
 Euro                                     -          -     -      -
                                          -          -     -     - 

                                             At 30 June 2007
 Functional currency of operation  Sterling  US Dollar  Euro   Total
                                          £          £     £       £

 Sterling                                 -          -     -       -
 Euro                                 3,618      9,105     -  12,723
                                      3,618      9,105     -  12,723

    The fair value of the financial instruments is not considered to be materially different from the book values shown.


    19. Leasing commitments
    The gross amount of the Group's future minimum operating lease payments are as follows:

                                 Land and buildings
                                  2008         2007
                                     £            £
                               
 Between two and five years          -      440,040
 In five years or more               -    1,407,752
                                     -    1,847,792


    20. Retirement benefits
    Defined Contribution Pension Scheme
    The group operates a defined contribution pension scheme for the benefit of the employees and full-time executive directors of EiRx
Therapeutics Limited. The assets of the scheme are administered by trustees in a fund independent from those of the group.

    The contributions of the company and its subsidiary undertakings and employees will remain at 7% and 5% of earnings respectively.

    21. Post balance sheet events
    In February 2008, Bank of Scotland had indicated a willingness to increase its lending facility to the group from £200,000 to £350,000
based on a personal guarantee provided by Peter Hoskins, a major shareholder in the company. In March 2008 Bank of Scotland had been repaid
the £200,000 advanced under their previous facility from the proceeds of the share placing that had been made that month. In July 2008, when
draw-down of the agreed, increased facility was requested Bank of Scotland refused. The directors obtained and communicated legal advice to
Bank of Scotland that they had a strong case to seek specific performance of the lending facility but the bank disagreed with this position
and indicated it would defend itself in Court vigorously. The group lacked the resources and the time that were required to seek legal
redress. Alternative sources of funding were sought over the next four weeks but to no avail.

    As a result of the circumstances described in the preceding paragraph, on 18 August 2008, the directors of EiRx Therapeutics Limited
("ETL"), having considered ETL's financial condition and future prospects carefully, concluded that ETL could not continue to trade by
reason of its insolvency. As a consequence the directors passed a resolution to cease trading with immediate effect and at a meeting of
creditors held in Dublin on 2 September 2008 Michael McAteer of Foster McAteer, Chartered Accountants, was appointed liquidator.

    As are result, all of the group's assets relating to ETL, including goodwill, have been fully written off at 30 June 2008, in these
financial statements. This has resulted in a loss of £3,108,170 in respect of ETL, recognised in these financial statements, and disclosed
as the loss for the year for discontinued operations.

    On 2 July 2008, EiRx Pharma Limited, holder of the convertible debt, opted to convert £236,600, including £30,600 of accrued interest,
of the convertible debt to share capital and was issued 1,573,333,333 shares.


    22. Transactions with directors and other related parties
    Included in directors' remuneration in note 5 to the financial statements are payments to third parties as follows:

    (i)    £30,300 (2007: £28,000) was payable to Wellbeach Associates, a partnership in which John Pool has an     interest. This amount
remains outstanding for payment.

    (ii)    £29,040 (2007: £23,265) was payable for scientific consultancy to Prof. Thomas Cotter. This amount 
    remains outstanding for payment.

    (iii)    £29,040 (2007: £32,400) was payable to a business in which Nicholas Strong is the principal shareholder, 
    for financial consultancy. This amount remains outstanding for payment.

    In each case, the directors are responsible for their own tax and national insurance in respect of such fees and have indemnified the
company and its subsidiary accordingly. This amount remains outstanding for payment.

    Except as disclosed above, no director or other related party had a loan from the company at any time during the year.


    23. Ultimate holding company
    No other corporate entity holds a majority of the issued shares in the capital of this company. Therefore, the largest and smallest
entity in which the company's results are consolidated is that represented by these financial statements.


    24. Transition to International Financial Reporting Standards
    The following statements show the reconciliation of the group's results as originally reported under UK GAAP to revised reporting under
International Financial Reporting Standards ("IFRS") from 1 July 2006, the date of adoption of IFRS, to 30 June 2008.

    One adjustment has been made to restate the figures previously reported under UK GAAP:

    1    In the UK GAAP financial statements to 30 June 2007 £1,250,000 impairment to goodwill in previous years was reversed as a result of
further scientific developments and a collaboration with Professor Anita Maguire which had resulted in increased forecast cash flows. IAS 36
Impairment of Assets does not allow an impairment loss recognised for goodwill to be reversed in subsequent periods. As a result the loss
for the year ended 30 June 2007 has been increased by £1,250,000 and the net assets at 30 June 2007 have been decreased by £1,250,000.

    Reconciliation of consolidated income statement for the year ended 30 June 2007

                                             UK GAAP   Adjustment         IFRS
                                                   £            £            £
                                       
 Turnover                                     79,146            -       79,146
 Administrative expenses                 (2,648,227)  (1,250,000)  (3,898,227)
 Other operating income - rent                48,148            -       48,148
 receivable                            
 Operating loss                          (2,520,933)  (1,250,000)  (3,770,933)
 Net interest                                (5,904)            -      (5,904)
 Loss on ordinary activities before      (2,526,837)  (1,250,000)  (3,776,837)
 taxation                              
 Taxation                                     69,780            -       69,780
 Loss on ordinary activities after       (2,457,057)  (1,250,000)  (3,707,057)
 taxation for the year                 
 Loss per share                              0.0881p      0.0550p      0.1330p

    The amounts shown in the IFRS column above do not agree to the comparative in the income statement on page 17, as the detailed amounts
on page 17 exclude the results from ETL, which has been treated as a discontinued activity.


    Reconciliation of equity at 1 July 2006
                                              UK GAAP  Adjustment         IFRS
                                                    £           £            £
 Non-current assets                     
 Intangible assets                      
   Goodwill                                 5,113,786           -    5,113,786
   Patents                                    167,576           -      167,576
                                            5,281,362           -    5,281,362
 Tangible assets                              192,637           -      192,637
                                            5,473,999           -    5,473,999
                                        
 Current assets                         
 Inventories                                   20,965           -       20,965
 Trade and other receivables                  167,820           -      167,820
 Cash and cash equivalents                    297,674           -      297,674
                                              486,459           -      486,459
 Trade and other payables                   (520,753)           -    (520,753)
 Convertible debt                           (257,250)           -    (257,250)
                                        
 Net current (liabilities)                  (291,544)           -    (291,554)
 Total assets less current liabilities      5,182,455           -    5,182,455
 Non-current-liabilities                        (433)           -        (433)
 Net assets                                 5,182,022           -    5,182,022
                                        
 Equity                                 
 Called up share capital                    4,970,348           -    4,970,348
 Share based compensation reserve             100,925           -      100,925
 Share premium account                      1,537,542           -    1,537,542
 Merger reserve                             2,999,768           -    2,999,768
 Exchange translation reserve                (19,703)           -     (19,703)
 Profit & loss account                    (4,406,858)           -  (4,406,858)
 Total equity                               5,182,022           -    5,182,022


    Reconciliation of equity at 30 June 2007
                                             UK GAAP
                                         as restated   Adjustment         IFRS
                                                   £            £            £
 Non-current assets                    
 Intangible assets                     
   Goodwill                                3,917,024  (1,250,000)    2,667,024
   Patents                                   106,405            -      106,405
                                           4,023,429  (1,250,000)    2,773,429
 Tangible assets                             170,429            -      170,429
                                           4,193,858  (1,250,000)    2,943,858
                                       
 Current assets                        
 Inventories                                  16,563            -       16,563
 Trade and other receivables                  98,362            -       98,362
 Cash and cash equivalents                   188,474            -      188,474
                                             303,399            -      303,399
 Trade and other payables                  (328,945)            -    (328,945)
 Convertible debt                          (306,000)            -    (306,000)
                                       
 Net current (liabilities)                 (331,546)            -    (331,546)
 Total assets less current                 3,862,312  (1,250,000)    2,612,312
 liabilities                           
 Non-current-liabilities                           -            -            -
 Net assets                                3,862,312  (1,250,000)    2,612,312
                                       
 Equity                                
 Called up share capital                   5,951,486            -    5,951,486
 Share based compensation reserve            123,615            -      123,615
 Share premium account                     1,587,542            -    1,587,542
 Merger reserve                            2,999,768  (1,689,582)    1,310,186
 Exchange translation reserve                 63,816            -       63,816
 Profit & loss account                   (6,863,915)      439,582  (6,424,333)
 Total equity                              3,862,312  (1,250,000)    2,612,312
                                       

    The UK GAAP figures at 30 June 2007 have been restated from those previously reported as a result of the prior year adjustment, as
disclosed in Note 17.


    Reconciliation of condensed consolidated cash flow statement for the twelve months ended 30 June 2007

                                             UK GAAP   Adjustment         IFRS
                                                   £            £            £
 Cash flows from operating activities  
 Loss after tax                          (2,457,057)  (1,250,000)  (3,707,057)
 Adjustment for exchange difference           78,832            -       78,832
 Depreciation and amortisation                32,178            -       32,178
 Impairment of goodwill                    1,263,643    1,250,000    2,513,643
 Share based compensation                     22,690            -       22,690
 Change in inventories                         4,402            -        4,402
 Change in receivables                        68,799            -       68,799
 Change in payables                        (181,058)            -    (181,058)
 Net interest                                  5,904            -        5,904
 Income taxes charge/(credit)               (69,780)            -     (69,780)
 Cash generated from operations          (1,231,447)            -  (1,231,447)
 Interest paid                              (17,517)            -     (17,517)
 Income taxes paid                           (2,875)            -      (2,875)
 Income taxes received                        71,698            -       71,698
 Net cash flow from operating            (1,180,141)            -  (1,180,141)
 activities                            
                                       
 Cash flows from investing activities  
 Purchase of intangible assets               (9,890)            -      (9,890)
 Purchase of property, plant &               (1,103)            -      (1,103)
 equipment                             
 Interest received                            11,613            -       11,613
 Net cash flow from investing                    620            -          620
 activities                            
                                       
 Cash flows from financing activities  
 Proceeds from issue of shares             1,081,138            -    1,081,138
 Share issue costs                          (50,000)            -     (50,000)
 Proceeds from long term borrowings           48,750            -       48,750
 Payment of financial lease                  (6,863)            -      (6,863)
 liabilities                           
 Net cash flow from financing              1,073,025            -    1,073,025
 activities                            
                                       
 Net decrease in cash and cash             (106,496)            -    (106,496)
 equivalents at end of period          
 Cash and cash equivalents at start          294,405            -      294,405
 of period                             
 Cash and cash equivalents at end of         187,909            -      187,909
 period                                
                                       









    NOTICE OF ANNUAL GENERAL MEETING OF
    EIRX THERAPEUTIC PLC
    (Company No. 04927339)

    NOTICE is given that the Annual General Meeting of EiRx Therapeutics plc will be held at the offices of Shepherd and Wedderburn, 5th
Floor, 10 St Paul's Churchyard, London EC4M 8AL on Thursday 29 January 2009 at 11.00 am for the following purposes:

    ORDINARY BUSINESS

    To consider and if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

    To receive and adopt the Company's annual accounts for the financial year ended 30 June 2008 together with the directors' report and
auditors' reports on those accounts.
    To reappoint Nick Strong, who retires by rotation, as a director of the Company.
    To reappoint Grant Thornton UK LLP as auditors to hold office from the conclusion of the meeting to the conclusion of the next meeting
at which the accounts are laid before the Company at a remuneration to be determined by the directors.
    SPECIAL BUSINESS

    To consider and, if thought fit, pass the following resolutions, of which the resolution numbered 4 will be proposed as an ordinary
resolution and the resolution numbered 5 will be proposed as a special resolution:-

    THAT, in substitution for any existing authority under section 80 of the Companies Act 1985 (as amended) (the "Act") but without
prejudice to the exercise of any such authority prior to the time at which this resolution takes effect, the directors be generally and
unconditionally authorised pursuant to and in accordance with section 80 of the Act to allot relevant securities (within the meaning of
section 80(2) of the Act) up to an aggregate nominal amount equal to £100,000, such authority to expire on the conclusion of the Company's
next Annual General Meeting following the date of the passing of this resolution or, if earlier, on the expiry of 15 months from the date of
the passing of this resolution, save that the Company may, before this authority expires or is replaced or revoked, make an offer or enter
into an agreement which would or might require relevant securities to be allotted after such expiry or replacement or revocation and the
directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired or, as the case may be, been replaced or revoked.
    THAT, conditional upon resolution 4 being passed, and in substitution for any existing power under section 95 of the Companies Act 1985
(as amended) (the "Act"), but without prejudice to the exercise of any such power prior to the time at which this resolution takes effect,
the directors be empowered, pursuant to section 95(1) of the Act, to allot equity securities (within the meaning of section 94(2) of the
Act) for cash pursuant to the articles of association of the Company as if section 89(1) of the Act did not apply to any such allotment,
such power to expire on the conclusion of the Company's next Annual General Meeting following the date of the passing of this resolution or,
if earlier, on the expiry of 15 months from the date of the passing of this resolution, save that the Company may, before this power expires
or is replaced or is revoked, make an offer or enter into an agreement which would or might require relevant securities to be allotted after
such expiry or replacement or revocation and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired
or, as the case may be, been replaced or revoked; provided always that such power shall be limited to:
    *     the allotment of equity securities for cash in connection with or pursuant to a rights issue, open offer or any other offer in
favour of the holders of equity securities (excluding any holder of treasury shares) where the equity securities respectively attributable
to the interest of all the holders of equity securities are proportionate (as nearly as may be practicable) to the respective numbers of
such securities held by them on a fixed record date, but subject to such exclusions or other arrangements as the directors may consider
necessary, expedient, desirable or appropriate to deal with any fractional entitlements or legal or practical difficulties which may arise
under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or otherwise; and
    *     the allotment of equity securities, other than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount equal to
£100,000.



    Registered office:
    50 Broadway                            BY ORDER OF THE BOARD
    Westminster                             Nicholas Strong 
    London                                    Company Secretary
    Sw1H 0BL                               29 December 2008




    Notes:

    *     A member of the Company entitled to attend and vote is entitled to appoint one or more proxies to attend, speak and vote at the
meeting instead of him/her. A member may appoint more than one proxy provided that each proxy is appointed to exercise rights attached to
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. A proxy need not be a member of
the Company. A form of proxy is enclosed with this notice of extraordinary general meeting.
    To be valid a duly executed form of proxy (together with any authority, if any, under which it is executed, or a certified copy of such
power or authority) must be sent or delivered to the Company's registrars, Capita Registrars (Proxies), The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, so as to be received by no later than 48 hours before the time appointed for the meeting (or, if the meeting is
adjourned, not more than 48 hours before the time appointed for the adjourned meeting).
    Completion, signature and submission of a form of proxy will not preclude a member of the Company entitled to attend and vote from
attending and voting, in substitution for his/her proxy, should he/she so wish.
    Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders of the
Company on the register of members at 6.00p.m. on Tuesday 27th January 2009 or, if the meeting is adjourned, shareholders entered on the
register of members not later than 48 hours before the time fixed for the adjourned meeting, shall be entitled to attend or vote at the
extraordinary general meeting.










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