AMYT.L Regulatory News (AMYT)

14 May 2012

STERLING GREEN GROUP PLC

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2012

CHAIRMAN'S STATEMENT

Introduction

I am pleased to present the financial statements of Sterling Green Group plc ("the Company") covering the year ended 31 March 2012.

Results and dividends

The loss after taxation for the year amounted to £516,000 (2011 - £1,902,000). The loss includes costs and losses amounting to £344,000 in respect of the disposal of the Company's principal trading subsidiaries in December 2011. Ongoing administrative expenses remained relatively unchanged compared to the previous financial year.

Proposed acquisition

Following the fundamental change of the trading business of the Company in December 2011, the Directors have been seeking to acquire another company or business in exchange for the issue of ordinary shares.

I am pleased to report that full details of such a proposed acquisition are being announced today and an AIM Admission Document containing full details of the proposals has been posted to shareholders today. Under the AIM Rules the proposed acquisition will constitute a reverse takeover due to the current size of acquisition relative to the current size of the Company. The Company is also proposing to raise £10,000,000 before expenses through a conditional placing of 90,909,091 new ordinary shares at a placing price of 11 pence per share (following its share consolidation described below) to provide working capital for the enlarged group. It is also proposed that the Company will effect a re-organisation of its existing share capital whereby each holding of 38 existing ordinary shares will be consolidated into one new ordinary share.

The AIM Admission Document contains a notice of General Meeting, which contains resolutions seeking shareholders' approval of the proposals. Should shareholders approve the proposed acquisition, placing and related matters, the enlarged group will be focussed on developing projects and opportunities in the oil and gas sector.

Notice of Annual General Meeting and posting of accounts

The Company announces that its 2012 Annual Report and Accounts for the year ended 31 March 2012, together with a Notice of the Annual General Meeting have been posted to shareholders and are now available to download from the Company's website at http://sterlinggreen.co.uk/sgg/

The Company's forthcoming Annual General Meeting will be held at 10.00 a.m. on 8 June 2012 at the Number 14, The Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN.

J M Edelson

Chairman

14 May 2012

Contact Details:

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2012

There were no other items of comprehensive income other than the loss for the year.

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2012

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2012

Net cash used in operating activities includes outflows of £39,000 (2011 - £ nil) and net cash from investing activities includes inflows of £395,000 (2011 - £179,000) that relate to discontinued operations.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2012

Other reserve

The other reserve is a merger reserve created on the acquisition of Sterling Green Limited. Following the appointment on 3 February 2012 of a liquidator for Sterling Green Limited, the merger reserve has been reclassified at the balance sheet date to accumulated losses.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2012

1. Accounting policies

Sterling Green Group plc is a company incorporated in the United Kingdom under the Companies Act 2006.

The principal accounting policies are summarised below. They have been consistently applied throughout the period covered by the financial statements.

Basis of preparation

The financial information set out in this announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The Directors have considered the Company's financial position and prospects using detailed forecasts covering the period ending 31 December 2013. These forecasts have been drawn up on the basis that the proposed reverse takeover is approved by shareholders at a General Meeting, whilst at the same time a proposed fundraising is completed at an estimated amount of £10,000,000 before costs. On this basis, and having made appropriate consideration, the Board believes that the Company has adequate resources to continue trading for the foreseeable future, and accordingly, the going concern basis has been adopted in preparing these financial statements as shareholder approval is considered likely to occur.

However, the Directors have also considered the Company's financial position on the basis that the proposed reverse takeover is not approved by shareholders and no further funds are raised. The Directors believe that, after taking account of professional fees relating to an unsuccessful transaction, the Company would not have sufficient funds available to enable it to continue as a going concern whilst remaining an AIM listed company. Accordingly, the Directors believe that the correct course of action would be to propose to shareholders that the Company be wound up.

This represents a material uncertainty related to events or conditions which may cast significant doubt on the Company's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. However, subject to this uncertainty the Board believes that the Company has adequate resources to continue trading for the foreseeable future, and accordingly, the going concern basis has been adopted in preparing these financial statements.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the year end and the reported amounts of revenues and expenses during the reporting period. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

a) Key sources of estimation uncertainty

Investments and intergroup balances impairment

The carrying value of the company's investment in its subsidiaries, including all intergroup balances, is assessed for impairment at each year end.

Trade and other receivables

£285,000 of costs relating to the proposed reverse takeover have been deferred and will be reclassified as a cost of investment once the proposed reverse takeover has been approved. Should the proposed reverse takeover not be approved then these costs will be limited to £167,000 and expensed.

Trade and other payables

 Included in accruals is an amount of £249,000 in respect of the estimated costs of the proposed reverse takeover that had been incurred prior to the year end. Should the proposed reverse takeover not be approved by shareholders then these costs would be limited to £167,000.

b) Critical judgements in applying the Company's accounting policies

As the Company is a non-trading cash shell at the year end there have been no critical judgements made in the preparation of these financial statements.

New standards and interpretations

There were a number of standards and interpretations which were in issue at 31 March 2012 but were either not effective at 31 March 2012 or have not been applied in preparing these financial statements. The Directors have assessed the full impact of these accounting changes on the Company. To the extent that they may be applicable, the Directors have concluded that none of these pronouncements will cause material adjustments to the Company's financial statements.

Investments

Investments in subsidiary undertakings are stated at cost except where, in the opinion of the Directors, there has been a permanent diminution in the value of an investment, in which case an appropriate impairment adjustment is made. Cost includes those costs directly related to acquisitions. In the current year as the acquisition had not been completed, these costs have been carried forward in trade and other receivables and will be reclassified once shareholder approval of the transaction has been obtained.

Financial instruments

Financial instruments are classified on initial recognition as financial assets, financial liabilities or equity instruments in accordance with the substance of the contractual arrangement. Financial instruments are recognised on the balance sheet at fair value when the Company becomes party to the contractual provisions of the instrument. Financial assets are reduced by appropriate allowances for estimated irrecoverable amounts. Interest earned from financial assets and interest paid on financial liabilities is recognised in the income statement on an accruals basis over the term of the financial asset or liability using the effective rate of interest.

Trade and other receivables are stated at their nominal value, as the interest that would be recognised from discounting future cash receipts over the short credit period is not considered to be material.

Trade and other payables are stated at their original invoiced value, as the interest that would be recognised from discounting future cash payments over the short term payment period is not considered material.

Deferred taxation

Deferred tax is provided in full using the liability method. Deferred tax is the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities shown on the balance sheet. Deferred tax assets and liabilities are not recognised if they arise in the following situations: the initial recognition of goodwill; or the initial recognition of assets and liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of recovery or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. The carrying amount of the deferred tax assets are reviewed at each balance sheet date and reduced

to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the asset to be recovered.

Cash and cash equivalents

Cash comprises cash on hand and bank balances. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of changes in value and have a maturity of three months or less at the date of acquisition.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above.

2. Publication of Non-Statutory Accounts

The financial information set out in this announcement does not constitute the Company's statutory financial statements for the year ended 31 March 2012 or 2011. The financial information for 2011 is derived from the statutory financial statements for 2011. Full audited accounts in respect of that financial period have been delivered to the Registrar of Companies. The statutory financial statements for 2012 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditor has reported on the 2012 and 2011 financial statements. The 2012 and 2011 financial statements did not contain a statement under the Companies Act 2006 s498(2) and both received an unqualified audit opinion. However there was an emphasis of matter in relation to going concern in both opinions.

3. Auditor's remuneration

4. Staff costs and Directors' remuneration

Staff costs, which include the remuneration of the Directors, were as follows:

In addition to the Directors, the Company employed one member of staff during the current and preceding year.

Directors' remuneration

The remuneration of the Directors' during the year was as follows:

5. Discontinued operations

No revenue was generated from discontinued operations other than investment income being dividends received from subsidiaries. For the reasons explained in note 5 there is no related tax credit.

6. Income tax

7. Loss per share - basic and diluted

The calculation of loss per share is based on the following:

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue assuming conversion of all dilutive potential ordinary shares. During the year the Company's potential ordinary shares consist of share options. Due to losses in the current and preceding year there are no dilutive ordinary shares.

8. Investments in subsidiaries

a) Sterling Green Limited

The rate of interest charged on the loan to Sterling Green Limited during the year was 7.5% (2011 - 7.5%).

The Directors considered that the Company's investment in Sterling Green Limited was impaired at 31 March 2011 and accordingly an impairment provision was made amounting to £2,232,000 in the financial statements for the year ended 31 March 2011. Following the appointment of a liquidator for Sterling Green Limited on 3 February 2012 the entire outstanding amount has been provided for at the year end resulting in a further impairment provision of £346,000 being made in the financial statements for the year ended 31 March 2012.

b) Taxdebts Limited and Sterling Green (Mortgages) Limited

On 21 December 2011 Taxdebts Limited was sold for £105 and Sterling Green (Mortgages) Limited was sold for £100. As part of the conditions of the sale of these companies, the remaining debt book not disposed of by Sterling Green Limited on 1 December 2011 was sold to Taxdebts Limited for £10,000 and, in addition, Taxdebts Limited took over the responsibility for the employment of 12 members of Sterling Green Limited's staff. The disposal resulted in the write off of a loan from Sterling Green Group plc to Taxdebts Limited amounting to £64,000.

9. Cash and cash equivalents

10. Trade and other receivables

The cost of the reverse takeover has been deferred and will be reclassified as a cost of investment once the reverse takeover has been approved by shareholders. Details of the uncertainty in this estimate are disclosed in note 1.

11. Trade and other payables

Trade payables comprise amounts outstanding for ongoing administration overhead. The carrying amount of trade payables approximates to their fair value. All trade payables are paid within credit terms.

Accruals include an amount of £249,000 in respect of the estimated costs of the proposed reverse takeover incurred prior to the year end. Details of the uncertainty in this estimate are disclosed in note 1.

12. Share capital

13. Financial risk management

The Company's limited operations expose it to some financial risks arising from its use of financial instruments, the most significant ones being liquidity risk, market risk and credit risk. The Board of Directors is responsible for the Company's risk management policies. The main policies for managing these risks are as follows:

Liquidity risk

Liquidity risk arises from the management of working capital.

The Directors have prepared forecasts for the enlarged group for the period ending 31 December 2013 assuming the approval of the proposed reverse takeover and they consider the Company has sufficient working capital to cover all budgeted commitments during that forecast period.

However, should approval not be obtained then, after paying the estimated costs of an unsuccessful transaction, the Directors believe that the correct course of action would be to propose to shareholders that the Company be wound up.

Market risk

Market risk arises from the use of interest bearing financial instruments and represents the risk that future cash flows of a financial instrument will fluctuate as a result of changes in interest rates.

Given the low levels of bank balances held by the Company, the Directors do not believe that there is a significant interest rate risk.

Credit risk

Credit risk is the risk that the counterparty will default on its contractual obligations resulting in financial loss. Credit risk arises from cash and cash equivalents and from exposure via loans to subsidiary companies.

For cash and cash equivalents, the Company only uses recognised banks with high credit ratings. All cash and cash equivalents at 31 March 2012 are held with the Company's bankers, Allied Irish Bank (GB).

At the balance sheet date the Company's maximum credit risk exposure was £149,000 (2011 - £1,000) represented by cash and cash equivalents.

Categories of Company financial instruments

All financial assets are categorised as loans and receivables and all financial liabilities are categorised as financial liabilities measured at amortised cost.

The amortised cost of all financial assets and liabilities shown above is considered to also be the fair value of the Company's assets and liabilities.

14. Capital management

The Company is not subject to any externally imposed capital requirements. Accordingly, the Directors' primary objective when managing capital is to provide future returns to shareholders, whilst ensuring the Company's ability to continue as a going concern.

15. Related Party transactions

Key management are those persons having authority and responsibility for planning, controlling and directing the activities of the Company. In the opinion of the Board, the Company's key management are the directors of Sterling Green Group plc. Information regarding their compensation is given in note 3 to the financial statements.

The services of J M Edelson were provided to the Company under a service agreement by London & City Credit Corporation Limited. Amounts charged to the Company during the year for his services amounted to £20,833 (2011 - £25,000). At 31 March 2012 £nil (2011 - £2,500) of this amount remained outstanding.

During the year the Company loaned Sterling Green Limited an additional £126,000. Sterling Green Limited repaid £585,000 of the total loan to the Company during the year (2011 - £179,000 repaid). The interest charge on the entire loan during the year amounted to £105,307 (2011 - £104,850).

On 21 December 2011 two wholly owned trading subsidiaries were also disposed of. Taxdebts Limited was sold for £105 and Sterling Green (Mortgages) Limited was sold for £100. S.T Ali continued to be a Director of both of these companies after the disposal whilst J McClean also became a consultant to Taxdebts Limited. As part of the conditions relating to the sale of these companies, the remaining debt book not disposed of by Sterling Green Limited on 1 December 2011 was sold to Taxdebts Limited for £10,000 and, in addition, Taxdebts Limited took over the responsibility for the employment of 12 members of Sterling Green Limited's staff. The disposal resulted in the write off of a loan from Sterling Green Group plc to Taxdebts Limited amounting to £64,000.

The interests of the Directors who held office at 31 March 2012 in the issued share capital of the Company at the beginning (or date of appointment if later) and at the end of the financial year were as follows:

The shares held by J. M. Edelson include 1,000,000 held by his wife, J. B. Edelson, 1,000,000 held as a trustee of the Morris Edelson Settlement, 1,750,000 held by Novabank Capital Limited and 3,800,390 held by London and City Credit Corporation Limited.

The shares held by I. Aspinall include 8,250,000 held non-beneficially as a trustee of The Blueberry Charitable Trust and 4,000,000 held non-beneficially by his wife, J.M. Aspinall as a trustee of The Cheshire Children's Charitable Trust.

Throughout the year J. M. Edelson held options over 5,000,000 ordinary shares of 0.1 pence each with an exercise price of 0.1 pence per share. These options are exercisable at any time up to 29 October 2016.

Throughout the year I. Aspinall held options over 625,000 ordinary shares of 0.1 pence each with an exercise price of 0.1 pence per share. These options are exercisable at par any time up to 29 October 2016.

There have been no changes in the Director's interest in shares or share options between 31 March 2012 and the date these financial statements were approved.