Guild Acquisitions plc
LSE : GAQO

May 28, 2012 07:12 ET

Final Results

          

                                                            
                                                                                                           28 May 2012
                                                            
                                                            
                                                 GUILD ACQUISITIONS PLC
                                                  ("Guild" or "the Company")
                                                            
                                   Final Results- For The Year Ended 31 December 2011
          
          
          
          CO - CHAIRMAN'S REPORT
          
          
          In  the  year  to  31  December 2011 the Company made a loss of £61,604 (2010: profit  of  £24,636)
          principally  due to the annual cost of administrative expenses. Net assets per share at  the  year-
          end stood at 0.24 pence (2010: 0.27 pence).
          
          Whilst  we continue to look for low cost shares with a significant potential upside, it is  proving
          difficult  to  buy at the right price and, given the insecurity of the Euro, few fund managers  are
          clear  which way the market is going to go over the next year. However we did manage to pick  up  4
          million  shares  and  3  million  warrants in Equity Resources  plc  for  a  cost  of  £20,000  and
          subsequently took up the warrants at a price of 1 pence per share.
          
          By  now  I expect you will have read about PLUS Markets which plan to close in the next few months.
          We wait to see whether a successor market develops in another form.
          
          May I, once again, thank our shareholders for their patience.
          
          
          
          SHAUN DOWLING
          
          
          
          ........................
          S Dowling
          Co- Chairman
         24th May 2012
          
         

         REPORT OF THE DIRECTORS
         FOR THE YEAR ENDED 31 DECEMBER 2011
          
          The  directors present their report with the financial statements of the company for the year ended
          31 December 2011.
          
          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 raise further funds on the capital  market
          for further development.
          
          REVIEW OF BUSINESS
          The  results for the year and financial position of the company and the group 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
          KPI's  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 2011.
          
          FUTURE DEVELOPMENTS
          These are discussed fully in the Co-Chairman's Report.
          
          DIRECTORS
          The  directors shown below have held office during the whole of the period from 1 January  2011  to
          the date of this report.
          
          G Hunt
          S Dowling
          
          Other changes in directors holding office are as follows:
          
          S Corran was appointed as a director after 31 December 2011 but prior to the date of this report.
          
          J Banks ceased to be a director after 31 December 2011 but prior to the date of this report.
          
          COMPANY'S POLICY ON PAYMENT OF CREDITORS
          The  Company's policy is to settle terms of payments with suppliers when agreeing the terms of each
          transaction, ensuring suppliers are made aware of the terms of payment and abide by those terms.
          
          At 31 December 2011, the company's trade creditors were equivalent to 46 days (2010:16 days).
          
          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  2011  the following were registered as being interested in  3%  or  more  of  the
          Company's ordinary share capital:
          
                                                         31 December 2011              Percentage of            
                                                   Ordinary Shares of 0.1 p Each      Issued Share Capital         
          R B Rowan                                         117,983,333                    63.4%                
          Starvest PLC                                      22,666,666                     12.2%                
          S Dowling                                         21,250,000                     11.4%                
          
          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 judgements 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  LLP resigned as auditors during the year and M R Salvage Limited were  appointed  to
          fill  the  vacancy  arising.  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:   24th May 2012
                                       
          REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
                                                      
          GUILD ACQUISITIONS PLC
          
          We   have  audited  the  financial  statements  of  Guild  Acquisitions  PLC  for  the  year  ended
          31  December  2011  on  pages seven to eighteen. The financial reporting framework  that  has  been
          applied  in  their  preparation is applicable law and United Kingdom Accounting  Standards  (United
          Kingdom Generally Accepted Accounting Practice).
          
          This  report  is made solely to the company's members, as a body, in accordance with Chapter  3  of
          Part  16  of the Companies Act 2006. Our audit work has been undertaken so that we might  state  to
          the  company's  members those matters we are required to state to them in an auditor's  report  and
          for  no  other  purpose.  To  the fullest extent permitted by law,  we  do  not  accept  or  assume
          responsibility to anyone other than the company and the company's members as a body, for our  audit
          work, for this report, or for the opinions we have formed.
          
          Respective responsibilities of directors and auditors
          As  explained more fully in the Statement of Directors' Responsibilities set out on page four,  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 and express an opinion on  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  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 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. In addition, we read  all
          the  financial  and non-financial information in the Co - Chairman's Report and the Report  of  the
          Directors  to  identify  material inconsistencies with the audited  financial  statements.   If  we
          become   aware  of  any  apparent  material  misstatements  or  inconsistencies  we  consider   the
          implications for our report.
          
          Opinion on financial statements
          In our opinion the financial statements:
          -   give  a true and fair view of the state of the company's affairs as at 31 December 2011 and of its loss for  the year then ended;
          -   have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
          -   have been prepared in accordance with the requirements of the Companies Act 2006.
          
          Opinion on other matter prescribed by the Companies Act 2006
          In  our  opinion  the information given in the Report of the Directors 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
          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:
          -   adequate  accounting records have not been kept, or 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 specified by law are not made; or
          -   we have not received all the information and explanations we require for our audit.
          
          
          
          
          John Taylor (Senior Statutory Auditor)
          for and on behalf of M R Salvage Limited
          Chartered Accountants
          and Registered Auditors
          7/8 Eghams Court
          Boston Drive
          Bourne End
          Buckinghamshire
          SL8 5YS
          
          Date: 24th May 2012
          
          
                                                      PROFIT AND LOSS ACCOUNT
                                                FOR THE YEAR ENDED 31 DECEMBER 2011
          
                                                                                   2011                           2010
                                                   Notes                             £                              £
          
          TURNOVER                                                                      -                            -
          
          Cost of sales                                                            11,418                      (98,811)
                                                                                                                   
          GROSS (LOSS)/PROFIT                                                    (11,418)                        98,811
          
          Administrative expenses                                                  50,186                        74,179
                                                                                                                   
          OPERATING (LOSS)/PROFIT                     3                          (61,604)                        24,632
          
          Interest receivable and similar income                                     -                               4
                                                                                                                   
          (LOSS)/PROFIT ON ORDINARY ACTIVITIES
          BEFORE TAXATION                                                        (61,604)                        24,636
          
          Tax    on    (loss)/profit   on    ordinary  4                             -                               -
          activities
                                                                                                                   
          (LOSS)/PROFIT FOR THE FINANCIAL YEAR                                   (61,604)                        24,636
                                                                                                                   
          
          Earnings per share expressed
          in pence per share:                         5
          Basic                                                                     -0.04                          0.05
          Diluted                                                                   -0.04                          0.05
                                                                                                                    
          
          CONTINUING OPERATIONS
          None  of  the  company's activities were acquired or discontinued during the  current  or  previous
          period.  The  company's non-trading subsidiary undertaking, Guild Management Limited was  dissolved
          on 31 August 2010 in the previous year.
          
          TOTAL RECOGNISED GAINS AND LOSSES
          The  company  has no recognised gains or losses other than the loss for the current  year  and  the
          profit for the previous year.
          
          
          
                                                           BALANCE SHEET
                                                         31 DECEMBER 2011
          
                                                                                   2011                            2010
                                                   Notes                            £                               £
          CURRENT ASSETS
          Debtors                                     6                           1,200                               -
          Investments                                 7                           317,753                       279,171
          Cash at bank                                                            216,539                       143,045
                                                                                                                  
                                                                                  535,492                       422,216
          CREDITORS
          Amounts falling due within one year                                     8 14,564                       13,684
                                                                                                                  
          NET CURRENT ASSETS                                                      520,928                       408,532
                                                                                                                  
          TOTAL ASSETS LESS CURRENT
          LIABILITIES                                                             520,928                       408,532
          
          CREDITORS
          Amounts falling due after more than one                                             
          year                                         9                           66,000                        62,000
                                                                                                                  
          NET ASSETS                                                              454,928                       346,532
                                                                                                                  
          
          CAPITAL AND RESERVES
          Called up share capital                    12                           474,760                       416,760
          Share premium                              13                           422,882                       306,882
          Other reserves                             13                             4,000                         8,000
          Profit and loss account                    13                         (446,714)                     (385,110)
                                                                                                                  
          SHAREHOLDERS' FUNDS                        16                           454,928                       346,532
                                                                                                                  
          
          
          The  financial statements were approved by the Board of Directors on 24th May 2012 and were  signed
          on its behalf by:
          
          
          
          .................................................................
          G Hunt - Director
          
          
          
          .................................................................
          S Corran - Director
          
          
                                                        CASH FLOW STATEMENT
                                                FOR THE YEAR ENDED 31 DECEMBER 2011
          
                                                                         2011                            2010
                                                   Notes             £              £               £               £
          Net cash outflow
          from operating activities                   1                          (50,616)                      (74,612)
          
          Returns on investments and
          servicing of finance                        2                                 -                            4
                              
          Taxation                                                                    110                          250
          
          Capital expenditure
          and financial investment                    2                          (50,000)                           -
                                                                                                                  
                                                                                (100,506)                      (74,358)
          
          Financing                                   2                           174,000                       199,300
                                                                                                                  
          Increase in cash in the year                                             73,494                       124,942
                                                                                                                  
          
          Reconciliation of net cash flow
          to movement in net funds                    3
          
          Increase
          in cash in the period                                                    73,494                       124,942
                                                                                                   
                                                                  
          Change in net funds resulting
          from cash flows                                                          73,494                       124,942
          Adjustment to equity element
          on convertible loan                                                     (4,000)                       (8,000)
                                                                                                                  
          Movement in net funds in the year                                        69,494                      116,942
          Net funds at 1 January                                                   81,045                      (35,897)
                                                                                                                  
          Net funds at 31 December                                                150,539                       81,045
                                                                                                                  
          
          
                                                 NOTES TO THE CASH FLOW STATEMENT
                                                FOR THE YEAR ENDED 31 DECEMBER 2011
          
          1.      RECONCILIATION OF OPERATING (LOSS)/PROFIT TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
          
                                                                                                   2011            2010
                                                                                                    £               £
                Operating (loss)/profit                                                         (61,604)        24,632
                Exchange loss                                                                     2,918          6,630
                Amount written off (2010: written back) trade investments                         8,500       (105,441)
                Increase in debtors                                                              (1,200)           -
                Increase/(decrease) in creditors                                                    770           (433)
                                                                                                                   
                  Net cash outflow from operating activities                                    (50,616)       (74,612)
                                                                                                                   
          
          2.      ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT
          
                                                                                                   2011            2010
                                                                                                    £               £
                Returns on investments and servicing of finance
                Interest received                                                                   -                4
                                                                                                                    
                  Net cash inflow for returns on investments and servicing of finance               -                4
                                                                                                                     
          
                Capital expenditure and financial investment
                Purchase of current asset investments                                          (50,000)              -
                                                                                                                    
                  Net cash outflow for capital expenditure and financial investment            (50,000)              -
                                                                                                                    
          
                Financing
                Share issue                                                                    174,000          199,300
                                                                                                                   
                  Net cash inflow from financing                                               174,000          199,300
                                                                                                                   
          
          
                                                 NOTES TO THE CASH FLOW STATEMENT
                                                FOR THE YEAR ENDED 31 DECEMBER 2011
          
          3.    ANALYSIS OF CHANGES IN NET FUNDS
                                                                                                   Other
                                                                                                  non-cash          At
                                                                 At 1.1.11       Cash flow        changes      31.12.11
                                                                     £               £              £               £
                Net cash:
                Cash at bank                                       143,045         73,494                 -     216,539
                                                                                                                               
                                                                   143,045         73,494                 -     216,539
                                                                                                                               
          
                Debt:
                Debts falling due
                after one year                                    (62,000)              -         (4,000)      (66,000)
                                                                                                                               
                                                                  (62,000)              -         (4,000)      (66,000)
                                                                                                                               
          
                Total                                               81,045         73,494         (4,000)       150,539
                                                                                                                                 
          
          4.    MAJOR NON-CASH TRANSACTIONS
          
                 £4,000  represents an adjustment to the equity element of the convertible loan  provided  by
                 Starvest PLC.
          
          
                                                 NOTES TO THE FINANCIAL STATEMENTS
                                                FOR THE YEAR ENDED 31 DECEMBER 2011
          
          1.    ACCOUNTING POLICIES
          
                Accounting convention
                 The financial statements have been prepared under the historical cost convention and are  in
                 accordance with applicable accounting standards.
          
                Foreign currencies
                 Assets  and  liabilities in foreign currencies are translated into sterling at the  rate  of
                 exchange  ruling  at  the  balance  sheet  date.  Transactions  in  foreign  currencies  are
                 translated  into  sterling  at  the rate of exchange ruling  at  the  date  of  transaction.
                 Exchange differences are taken into account in arriving at the operating profit/ (loss).
          
                Costs of Sales
                 Cost  of  sales  includes the book cost of trade investments sold in the year together  with
                 any  impairment in value of investments and foreign currency exchange differences recognised
                 in the year.
          
                Investments
                 Investments comprise of shares and monetary loan stock.
          
                 Investments are held as current asset trade investments and are valued at the lower of  cost
                 and  net realisable value.  Foreign denomination loans are translated into sterling  at  the
                 rate  of  exchange  ruling  at the balance sheet date.  For those investments  listed  on  a
                 recognised  market, net realisable value is taken as mid-market price. Where  the  directors
                 consider  the  market  price of a company is likely to irreversibly fall,  additional  write
                 downs in valuation to below mid-market price are made.
          
                 The net realisable value of certain investments is not readily determinable by reference  to
                 a  quoted  market price. The directors have therefore made their own assessment of  the  net
                 realisable  value and adjusted the carrying value of the investment where it  is  considered
                 less  than cost. This estimate requires estimation techniques, which are reliant upon  their
                 experience and expertise.
          
                 These  current  asset trade investments are held as part of an investment portfolio  and  no
                 investment  is  made  as  a  media  through which  the  Company  carries  on  its  business.
                 Investments  which may otherwise be classified as Associates, do not therefore  fall  within
                 this classification for accounting purposes.
          
                Convertible loans
                 Loans  which  may be converted into ordinary shares are given a split accounting  treatment.
                 The  conventional debt element is recognised as a liability and is calculated as the present
                 value  of  future cash flows of that debt as discounted at the rate of interest  applied  to
                 comparable  debts  without the right to convert. The remaining balance is accounted  for  as
                 equity  being  the  fair  value attaching to the option to convert and  shown  within  other
                 reserves.
          
          2.    STAFF COSTS
                                                                                                   2011            2010
                                                                                                    £               £
                Wages and salaries                                                                  7,200         7,050
                                                                                                                     
          
                 The average monthly number of employees during the year was as follows:
                                                                                                    2011          2010
          
                Directors                                                                              3             3
                Other employees                                                                        -             2
                                                                                                                    
                                                                                                       3             5
                                                                                                                    
          
          3.    OPERATING (LOSS)/PROFIT
          
                 The operating loss (2010 - operating profit) is stated after charging:
          
                                                                                                   2011            2010
                                                                                                    £               £
                Auditors' remuneration                                                            7,800          7,800
                  Exchange loss                                                                   2,918          6,630
                                                                                                                     
          
                Directors' remuneration                                                           7,200          7,050
                                                                                                                     
          
          4.    TAXATION
          
                 The  Company  manages  its  affairs from the Isle of Man or  otherwise  outside  the  United
                 Kingdom  and  does  not carry on its business in the UK. On this basis the  Company  is  not
                 liable to UK taxation. The Isle of Man operates a zero rate of tax.
          
          5.    EARNINGS PER SHARE
          
                 The  basic earnings/loss per share is calculated by dividing the profit/loss for the  period
                 attributable to ordinary shareholders by the weighted average number of shares in issue.
          
                 Loss for the period - (£61,604) (2010: profit £24,636)
                 Weighted average of Ordinary 0.1p Shares in issue - 157,061,002 (2010: 50,290,169)
                 Loss per share - basic - (0.04p) (2010: earnings per share 0.05p)
          
                 The conversion rights attaching to the Deferred Shares are not dilutive for the period.
          
                 Weighted  average  of  Ordinary  0.1p  Shares in  issue  for  dilutive  purposes,  including
                 potential ordinary shares on conversion of loan - 161,061,002 (2010: 54,290,169)
          
                 (Loss)/Earnings per share - dilutive - (0.04p) (2010: 0.05p)
          
          6.      DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
                                                                                               2011           2010
                                                                                               £               £
                Prepayments and accrued income                                                1,200            -
                                                                                                                     
          
          7.    CURRENT ASSET INVESTMENTS
                                                             Company
                                                             2011             2010
                                                              £                £     
                 Publicly traded investments on PLUS          189,441          139,441
                 markets at cost
                 Unquoted investments                         226,812          229,730
                                                                               
                                                              416,253          369,171
                 Impairment provision                         (98,500)         (90,000)
                                                                               
                                                              317,753          279,171
                                                                               
          
                 The  mid  market  price  of the PLUS market shares at the balance sheet  date  was  £314,654
                 (2010: £181,941).
          
                 Included  in  unquoted  investments is a loan of £128,812 (2010 -  £131,730)  which  is  not
                 repayable  within  one  year. The movement on the loan relates  wholly  to  exchange  losses
                 arising in the period.
          
          8.      CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
                                                                                                    2011           2010
                                                                                                    £               £
                Trade creditors                                                                     6,404         3,224
                Taxation                                                                              360           250
                Accrued expenses                                                                    7,800        10,210
                                                                                                                    
                                                                                                   14,564        13,684
                                                                                                                    
          9.      CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
                                                                                                    2011          2010
                                                                                                    £               £
                  Other loans (see note 10)                                                       66,000         62,000
                                                                                                                    
          
                 A  convertible loan was provided on 25th July 2008 by Starvest Plc in the sum of £70,000 for
                 a  period  of 5 years repayable on 25th July 2013. The Loan bears interest of 0% per  annum.
                 Subject  to  30  days notice to the Company by the Lender during the term of the  Loan,  the
                 Loan  is convertible into 4 million ordinary shares in the Company at a price of 1.75  pence
                 per  share.  In accordance with the company's accounting policy, the equity element  of  the
                 convertible loan is included in other reserves. This amounts to £4,000 (2010: £8,000).
          
          10.   LOANS
          
                An analysis of the maturity of loans is given below:
          
                                                                                                    2011           2010
                                                                                                    £               £
                Amounts falling due between one and two years:
                Other loans - 1-2 years                                                          66,000               -
                                                                                                                    
          
                Amounts falling due between two and five years:
                Other loans - 2-5 years                                                                 -        62,000
                                                                                                                    
          
          
          11.   FINANCIAL INSTRUMENTS
          
                 The  company  uses  financial  instruments, comprising cash,  trade  investments  and  trade
                 creditors,  which arise directly from its operations. The main purposes of these instruments
                 is to further the company's operations.
          
                 Short term debtors and creditors
          
                 Short term debtors and creditors have been excluded from all of the following disclosures.
          
                 Trade investments
          
                 Trade  investments  are  stated at cost less any provision for  impairment.  The  difference
                 between  fair  and  book value is set out in note 7. The board meets regularly  to  consider
                 investment strategy in respect of the company's portfolio.
          
                 Interest rate risk
          
                 The  company finances its operations through new investment funds raised. The board utilises
                 short  term  floating rate interest bearing accounts to ensure adequate working  capital  is
                 available whilst maximising returns on deposits.
          
                 Liquidity risk
          
                 The  company seeks to manage financial risk, to ensure sufficient liquidity is available  to
                 meet foreseeable needs and to invest cash assets safely and profitably.
          
                 Borrowing facilities
          
                 The  company  currently has no overdraft facility. The board has borrowed funds  on  a  long
                 term 5 year basis which it considers a prudent approach.
          
                 Currency risk
          
                 The  company trades substantially within the United Kingdom and the majority of transactions
                 are  denominated in sterling. The company has an investment denominated in  Euros  which  is
                 subject  to  a  degree  of currency risk. The Euro has weakened against  the  Sterling.  The
                 cumulative loss is unrealised. The board deems this an unavoidable risk given the nature  of
                 the investment.
          
                 Fair values
          
                 Except  where  shown  above,  the  fair values of the company's  financial  instruments  are
                 considered equal to the book value.
          
          
          12.   CALLED UP SHARE CAPITAL
          
                 Allotted, issued and fully paid              Class            Nominal Value       2011          2010
                 Number:                                                                              £          £     
                 186,061,001 (2010: 128,061,002)              Ordinary         0.1p                186,061      128,061
                 3,000,000                                    Deferred A       0.1p                3,000         3,000
                 3,000,000                                    Deferred B       0.1p                3,000         3,000
                 31,411,002                                   Deferred C       0.9p                282,699      282,699
                                                                                                               
                                                                                                  474,760       416,760
                                                                                                               
                 Starvest  plc has a convertible loan of £70,000 with a right during the 5 year  loan  period
                 (expires 25th July 2013) to convert to 4,000,000 ordinary shares at 1.75 pence per share.
          
                 Special rights/constraints attaching to the Deferred A and B Shares are as follows:
          
                 The  Deferred A Share holders have one vote at general meetings of the Company.  Until  such
                 time  as  the  Ordinary  Shares of the Company have traded on  PLUS  markets  or  any  other
                 facility recognised as a medium for trading shares at a mid market price of no less than  6p
                 per  share for a continuous period of 28 days, these shares carry no rights to dividends  or
                 to participation in the assets of the Company other than the right to repayment at par on  a
                 winding  up,  such payment to be deferred to repayment at par of the ordinary shares.  After
                 the  mid  market  price has achieved 6p for a continuous period of 28 days each  Deferred  A
                 Share will have rights equivalent to Ordinary Shares.
          
                 In  the  event  that on a winding up there is no surplus of assets of the Company  over  the
                 paid  up  capital  of the Company the right to repayment of the Ordinary  Shares  will  take
                 priority over the repayment of the Deferred A Shares.
          
                 The  Deferred B Share holders have one vote at general meetings of the company.  Until  such
                 time  as  the  Ordinary  Shares of the Company have traded on  PLUS  markets  or  any  other
                 facility  recognised as a medium for trading shares at a mid market price of  no  less  than
                 7.5p  per  share  for  a  continuous period of 28 days, these  shares  carry  no  rights  to
                 dividends  or participation in the assets of the company other than a right to repayment  at
                 par  on  a  winding up, such repayment to be deferred to repayment at par  of  the  Ordinary
                 Shares  and Deferred A Shares. After the mid market price has achieved 7.5p for a continuous
                 period  of  28 days each Deferred B Share will have rights equivalent to an Ordinary  Share.
                 In  the  event  that on a winding up there is no surplus of assets of the Company  over  the
                 paid  up  capital  of  the  Company the right to repayment of the Ordinary  Shares  and  the
                 Deferred A Shares will take priority over the repayment of the Deferred B Shares.
          
                 On  7 April 2010, the ordinary shares were sub-divided into one ordinary share 0.1 pence per
                 share and one Deferred C share of 0.9 pence per share.
          
                 Special  rights/constraints attaching to the Ordinary Shares and Deferred C  Shares  are  as
                 follows:
          
                 The  Ordinary  Shares  will entitle the holders to receive notice of,  attend  and  vote  at
                 general meetings of the Company. The Ordinary Shares will carry the right to participate  in
                 dividends  declared  by  the Company. On a winding up, the Ordinary shares  will  carry  the
                 right  to  repayment at par (£0.001 per share) in priority to Deferred A shares, Deferred  B
                 shares  and  Deferred  C shares and the right to participate in any surplus  assets  of  the
                 Company.
          
                 The  Deferred C Shares have very limited rights and will not entitle the holder  to  receive
                 notice  of,  attend or vote at general meetings of the Company. The Deferred C  Shares  will
                 carry  no rights to participate in dividends declared by the Company. On a winding  up,  the
                 Deferred  C Shares will carry the right to repayment at par (£0.009 per share), deferred  to
                 repayment  at  par  of  the Ordinary Shares, Deferred A Shares and Deferred  B  Shares.  The
                 Deferred  C  Shares  do  not carry the right to participate in any  surplus  assets  of  the
                 Company.
          
          
                 On  7  May  2010, 12 million Ordinary shares were issued to Mr Shaun Dowling at a  price  of
                 0.25 pence per share.
          
                 On  20  May 2010, 9,650,000 Ordinary shares were issued to Mr Ronald Bruce Rowan at a  price
                 of 0.2 pence per share.
          
                 On  01 December 2010, 75 million Ordinary shares were issued to Mr Ronald Bruce Rowan  at  a
                 price of 0.2 pence per share.
          
                 On  30 June 2011, 33,333,333 Ordinary shares were issued to Mr Ronald Brue Rowan, 16,666,666
                 Ordinary  shares were issued to Starvest PLC and 8,000,000 Ordinary Shares  were  issued  to
                 Shaun Dowling. All of these shares were issued at a price of 0.3 pence per share.
          
                 In  the  event of any sub division of any part of the shares of the Company or in the  event
                 of  a  takeover,  amalgamation  or  any form of reconstruction  of  the  Company  the  price
                 specified  above  for  the  Deferred A and B Shares shall be amended  as  may  be  just  and
                 equitable in the circumstances in a manner to be determined by the auditors.
          
                 The  current  rights of the Deferred A and B Shares, as described above, are  still  in  the
                 process of being amended to reflect that after the mid market prices stated above for the  A
                 and  B  shares  have been achieved for a continuous period of 28 days, each  Deferred  Share
                 will  carry  the  same  rights to dividends and to surpluses of  the  Company  but  will  be
                 converted into Ordinary Shares.
          
          13.   RESERVES
                                                             Profit
                                                            and loss         Share       Other
                                                            account         premium     reserves   Totals
                                                               £               £          £           £
       
                At 1 January 2011                          (385,110)        306,882       8,000  (70,228)
                Deficit for the year                        (61,604)              -         -    (61,604)
                Cash share issue                                   -        116,000         -    116,00   
 Adjustment to equity portion of loan                              -            -       (4,000)  (4,000)(                                                                                                    
                At 31 December 2011                        (446,714)        422,882       4,000  (19,832)
                                                                                                                                 
          
          
          14.   RELATED PARTY DISCLOSURES
          
                 The  company  owns 14.31% (2010: 16.22%) of the Ordinary Share capital of V22 plc.  J  Banks
                 and  G  Hunt  are directors of both V22 plc and the company. S Dowling holds a 1.68%  (2010:
                 1.9%) Ordinary shareholding in V22 plc.
          
                 The  company has a 6.82% (2010: 6.82%) holding in Loan Stock and 5.45% (2010: 5.45%) holding
                 in  shares in Dascalu Development SRL a company in which S Dowling holds 5.32% (2010: 5.32%)
                 in shares.
          
                 The  company  has  a  20.2% (2010: 7.33%) holding in the Ordinary Share  capital  of  Equity
                 Resources  plc.  S  Dowling  holds  a 1.64% (2010: 2.08%) Ordinary  shareholding  in  Equity
                 Resources plc.
          
                 Bridgewater  (IOM)  Limited provides administrative services to the company.  Administration
                 charges  for  these  services amounted to £14,101 (2010: £9,712). J Banks  and  G  Hunt  are
                 directors of Bridgewater (IOM) Limited.
          
          
          15.   ULTIMATE CONTROLLING PARTY
          
                 Mr  Ronald  Bruce  Rowan currently holds 61.4% of the voting rights in the  company  and  is
                 regarded by the directors as the controlling party.
          
          16.   RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
                                                                                                    2011           2010
                                                                                                    £               £
                (Loss)/profit for the financial year                                             (61,604)        24,636
                Share issue in the year                                                           174,000       199,300
                Adjustment to equity portion of loan                                              (4,000)       (8,000)
                                                                                                                   
                Net addition to shareholders' funds                                               108,396       215,936
                Opening shareholders' funds                                                       346,532       130,596
                                                                                                                   
                Closing shareholders' funds                                                       454,928       346,532
                                                                                                                   
          
          17.   NET ASSET VALUE PER SHARE
          
                 The group has a net asset value per Ordinary Share of 0.24p (2010, 0.27p).
          
                 The  net asset value per Ordinary Share increases to 0.34p (2010, 0.41p) if the market value
                 of  the  current asset investments is included within the assessment of the net  assets.  Of
                 the  uplift in market value, none of the amount (2010, 0.10p) is attributable to an unlisted
                 investment valued by the directors.



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  26 Victoria  Street,  Douglas,  Isle of Man, IM1 2LE, by email to mail@bridgewaters.co.im  or  from  the  PLUS  website  at www.plusmarketsgroup.com.


CORPORATE ADVISER AND CONTACT DETAILS:

Alexander David Securities Limited is acting as PLUS markets Corporate Adviser
to the Company and can be contacted at:

David Scott

Telephone: +44 (0) 20 7448 9800

45 Moorfields,London, EC2Y 9AE

Contact Information

  • Guild Acquisitions plc