Guild Acquisitions plc

LSE : GAQO


May 30, 2014 13:21 ET

Final Results - For The Year Ended 31 December 2013

          
          
                                                                                                  30 May 2014
                                                           
                                                GUILD ACQUISITIONS PLC
                                              ("Guild" or "the Company")
                                                           
                                  Final Results - For The Year Ended 31 December 2013

      CHAIRMAN'S REPORT
      
      In  the  year to 31 December 2013, the company made a loss of £177,391 (2012: £87,393) due to the  impaired
      investments and the administrative expenses.
      
      As  you  must  be  aware by now, the market for small mining and oil shares, in which  we  are  principally
      invested,  has been the worst for many years. Commodity prices have shrunk, retail investors  have  shunned
      the market and many companies have run short of cash.
      
      Our  investment  in  Equity Resources plc, delisted from the ISDX market, was written  off  at  a  cost  of
      £155,441. Administrative expenses were £46,518 (2012: £48,502).
      
      On  November  2012  the  company made a short term loan of £50,000 to Regency Mines plc,  which  was  fully
      repaid  in 2013. A convertible loan held by Starvest plc for £70,000, repayable on 25 July 2013, was repaid
      by  the  issue  of  24  million ordinary shares at a price of 0.25 pence per share, together  with  a  cash
      payment of £10,000.
      
      Since  the  year end, Starvest plc has made a loan of £20,000 repayable on 31st December 2014. Clearly  the
      company  cannot continue to suffer repeated losses, and barring a sudden but unlikely improvement in  share
      prices and asset values, the directors must and will find a new direction for the company.
      
      SHAUN DOWLING
      
      S Dowling
      Co-Chairman
      
      Date: 30 May 2014
      
      REPORT OF THE DIRECTORS
      
      The  directors  present their report with the financial statements of the company for  the  year  ended  31
      December 2013.
      
      PRINCIPAL ACTIVITY
      The  principal  activity of the company in the year under review was that of an investment trading  company
      established  to grow early stage small and medium sized companies by injecting seed capital  and  expertise
      with  a  view  to  assisting  those  companies to raise further funds on the  capital  market  for  further
      development.
      
      REVIEW OF BUSINESS
      The  results  for  the  year and financial position of the company are as shown in  the  annexed  financial
      statements.
      
      A more detailed review of the business is given in the Co-Chairman's Report.  Given the straight forward
      nature of the business, the company's directors are of the opinion that an analysis using Key Performance
      Indicators is not necessary for an understanding of the development, performance or position of the
      business.
      
      DIVIDENDS
      No dividends will be distributed for the year ended 31 December 2013 (2012: £nil).
      
      FUTURE DEVELOPMENTS
      These are discussed fully in the Co-Chairman's Report.
      
      EVENTS SINCE THE END OF THE YEAR
      Information  relating  to  events  since  the end of the year is  given  in  the  notes  to  the  financial
      statements.
      
      DIRECTORS
      The  directors shown below have held office during the whole of the period from 1 January 2013 to the  date
      of this report.
      
      G Hunt
      S Dowling
      S Corran
      
      CORPORATE GOVERNANCE
      The  directors  recognise  the  importance  of  sound  corporate  governance  and  intend  to  observe  the
      requirements of the Code of Best Practice, as published by the Committee on Corporate Governance  (commonly
      known  as  the  "Combined Code") to the extent they consider appropriate in light of  the  Company's  size,
      stage  of  development and resources. At present, due to the size of the Company, audit,  remuneration  and
      risk  management issues will be addressed by the Board supported by Members of the Advisory Board.  As  the
      Company  grows  the  Board will consider establishing an audit and management committee and  will  consider
      developing  further  policies  and  procedures which reflect the principles  of  good  governance  and  the
      Combined Code.
      
      KEY RISKS AND UNCERTAINTIES
      Guild Acquisitions plc's strategy is to provide seed capital into start-up or early stage companies, to
      assist their management in developing their businesses and to help them raise further funds when needed in
      the capital markets. Such businesses have the potential to create the greatest uplift in investment value.
      But, likewise, have the greatest downside risks. Most start-up companies either fail or run out of cash,
      so any investment company like Guild Acquisitions plc needs a star in its investment portfolio to offset
      any failures.
      
      SUBSTANTIAL INTERESTS
      On  31  December  2013  the following were registered as being interested in 3% or more  of  the  Company's
      ordinary share capital:
      
                                                          31 December 2013                       Percentage of               
                                                           Ordinary Shares                        Issued Share                
                                                              of 0.1p Each                             Capital
          R B Rowan                                            117,983,333                               56.2%                   
          Starvest PLC                                          46,666,666                               22.2%                   
          S Dowling                                             21,250,000                               10.1%                   
          
      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  that
      law  the  directors  have  elected to prepare the financial statements in accordance  with  United  Kingdom
      Generally  Accepted  Accounting Practice (United Kingdom Accounting Standards and  applicable  law).  Under
      company  law  the directors must not approve the financial statements unless they are satisfied  that  they
      give  a  true and fair view of the state of affairs of the company and of the profit or loss of the company
      for that 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 accounting standards 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 enable them to ensure that the financial statements comply with the  Companies
      Act  2006.  They  are  also responsible for safeguarding the assets of the company  and  hence  for  taking
      reasonable steps for the prevention and detection of fraud and other irregularities.
      
      STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
      So  far  as the directors are aware, there is no relevant audit information (as defined by Section  418  of
      the  Companies Act 2006) of which the company's auditors are unaware, and each director has taken  all  the
      steps  that  he  ought  to have taken 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.
      
      AUDITORS
      M R Salvage Limited will be proposed for re-appointment at the forthcoming Annual General Meeting.
      
      ON BEHALF OF THE BOARD:
      
      G Hunt - Director
      Date: 30 May 2014

      PROFIT AND LOSS ACCOUNT                                                                           
      FOR THE YEAR ENDED 31 DECEMBER 2013
                                                                                           2013                2012
                                                                                              £                   £
      TURNOVER     
                                                                                                
      Cost of sales                                                                     130,873              38,891
                                                                                     ----------          ----------
      GROSS LOSS                                                                      (130,873)            (38,891)
      
      Administrative expenses                                                          46,518              48,502
                                                                                     ----------          ----------
      OPERATING LOSS and LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION                  (177,391)            (87,393)
                                                                                     ----------          ----------
      Tax on loss on ordinary activities                                                                
      LOSS FOR THE FINANCIAL YEAR                                                     (177,391)            (87,393)
                                                                                     ==========          ==========
      Earnings per share expressed in pence per share:                                                  
      Basic                                                                               -0.09               -0.05
      Diluted                                                                             -0.09                0.05
                                                                                                        
      BALANCE SHEET 31 DECEMBER 2013                                                                    
                                                                                           2013                2012
                                                                                              £                   £
      CURRENT ASSETS                                                                                    
      Debtors                                                                             3,150              51,200
      Investments                                                                       235,366             359,573
      Cash at bank                                                                       18,081              31,281
                                                                                     ----------          ---------- 
                                                                                        256,597             442,054
      CREDITORS                                                                                         
      Amounts falling due within one year                                                10,453              78,519
                                                                                     ----------          ----------
                                                                                                        
      NET CURRENT ASSETS                                                                246,144             363,535
                                                                                     ----------          ----------   
      TOTAL ASSETS LESS CURENT LIABILITIES                                              246,144             363,535
                                                                                     ==========          ==========
                                                                                             
      CAPITAL AND RESERVES                                                                              
      Called up share capital                                                           498,760             474,760
      Share Premium                                                                     458,882             422,882
      Profit and loss account                                                         (711,498)           (534,107)
                                                                                     ----------          ----------                  
      SHAREHOLDERS' FUNDS                                                               246,144             363,535
                                                                                     ==========          ==========
                                                                        
                                                                                           2013               2012
      CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMEBER 2013                                £                  £
        
      Net cash inflow/(outflow) from operating activities                                 3,826          (104,547)
                                                                                          
                                                                                                                  
      Taxation                                                                            (360)                  -
      Capital expenditure and financial investment                                      (6,666)           (80,711)
                                                                                     ----------          ----------
                                                                                        (3,200)          (185,258)
      Financing                                                                        (10,000)                  -
                                                                                     ----------          ----------
      Decrease in cash in the period                                                   (13,200)          (185,258)
                                                                                     ==========          ==========
                                                                                                                  
      Reconciliation of net cash flow to movement in net funds                                                     
      Decrease in cash in the period  cash outflow from decrease in debt               (13,200)          (185,258)
                                                                                         10,000                  -
                                                                                     ----------          ----------          
      Change in net funds resulting from cash flows                                     (3,200)          (185,258)
      Adjustment to equity element on convertible loan                                        -            (4,000)
                                                                                              
      Share issue as debt settlement                                                                            
                                                                                         60,000                  -
                                                                                     ----------          ----------
      Movement in net funds/(debt) in the period                                         56,800          (189,258)
                                                                                         
      Net (debt)/funds at 1 January                                                    (38,719)            150,539
                                                                                     ----------          ----------
      Net funds/(debt) at 31 December                                                    18,081            (38,719)
                                                                                     ==========          ==========    
          
      The directors of Guild Acquisitions plc accept responsibility for this announcement.
      
      Copies of this interim report are available free of charge by application in writing to the Company Secretary  at
      4th  Floor,  Queen  Victoria  House,  41-43  Victoria Street,  Douglas,  Isle  of  Man,  IM1  2LF,  by  email  to
      mail@bridgewaters.co.im or from the ICAP website at www.icap.com.
      
      CORPORATE ADVISER CONTACT DETAILS:
      
      Alexander David Securities Limited
      David Scott
      Telephone: +44 (0) 20 7448 9820
      45 Queen Victoria Street, London, EC4N 4SA
      
      

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