Information  X 
Enter a valid email address

Greener House Invest (GHIP)

  Print   

Tuesday 07 September, 2010

Greener House Invest

Final Results



                                       Greener House Investments plc

                                         ("GHI" or the "Company")

                               Final results for the year ended 31 May 2010

Greener House Investments plc (PLUS: GHIP) announces its final results for the year ended 31 May 2010.

The Company reports a loss for the year of £31,962 (2009, £21,383).

Jonathan  Metliss, Chairman, commented, "Following the announcement on 29 March 2010 that the  Company  had
acquired a 20% interest in FreshTL Limited and conditionally agreed to acquire the balance of the shares of
that  company,  I  am  pleased  to report that the financing and implementation  of  that  transaction  are
proceeding  and  it is intended that a circular to shareholders concerning the transaction will  be  issued
shortly.  In the meantime I am pleased to present the Company's annual accounts for the year ended  31  May
2010."

The directors of Greener House Investments plc take responsibility for this announcement.

Enquiries:

Greener House Investments plc              020 7451 7050
Jonathan Metliss, Chairman

Daniel Stewart & Co Plc
Oliver Rigby                               020 7776 6550

Chairman's and Director's Statement
Year Ended 31 May 2010

Greener  House Investments PLC (PLUS: symbol GHIP) was established in 2007 by the Directors for the purpose
of  acquiring  companies or key stakes in companies, or to acquire businesses or assets, in the  healthcare
sector.  A suitable and substantial acquisition would be achieved by the issue of shares of the Company and
result  with  the  reverse take-over of the target company which would be provided with a listing  for  its
shares and access to the Company's cash resources.

By  31  May 2009, numerous acquisition opportunities had been evaluated but none had satisfied our criteria
of  being  an  established  business and be profitable, or have good prospects of  achieving  profitability
within  the  next  twelve months and offer good growth prospects for the future.  At the  Company's  annual
general  meeting held on 11 September 2009, the Directors were authorised to continue the  pursuit  of  the
Company's investment strategy.

During  the  year the Company identified Fresh T Limited ("Fresh TL") as a suitable target for  acquisition
and  on 29 March 2010, announced that it had made an initial investment of £300,000 for 39,209 "A" ordinary
shares  in  Fresh  TL pursuant to the terms of the Investment Agreement, matched by a similar  simultaneous
investment  in  Fresh TL by the North West Interim Venture Capital Fund ("NWVCF") managed  by  YFM  Private
Equity Ltd.  This resulted in both the Company and NWVCF each owning 20% of Fresh TL share capital. The "A"
ordinary shares of Fresh TL have certain preferential rights which are set out in note 7 to the accounts.

The  Company is undertaking a placing to be carried out by Daniel Stewart & Co of a minimum of £100,000 and
a maximum of £300,000 to be matched by further investment by NWVCF in Fresh TL.

The  Company  has  also  entered into conditional agreements to acquire the balance of  the  entire  issued
ordinary  share  capital of Fresh TL not already owned by it for a consideration of  £1,200,000  plus  such
amount  as  is  invested  in  Fresh TL by NWVCF to match the placing amount. The  consideration  is  to  be
satisfied by the issue of Ordinary shares of GHI.

Fresh  TL,  a  privately  owned company incorporated in the UK on 29 April 2009,  is  developing  a  global
Software as a Service ("SaaS") business around its intellectual property and distribution rights.  Fresh TL
is  headed by CEO John McGuire who has a wealth of experience in developing and exiting start up technology
businesses  in  the private and public sectors. It is the intention of Fresh TL's management  to  grow  the
business  both  through the acquisition of complementary applications and distribution rights  domestically
and abroad.

Although  Fresh TL does not operate principally in the healthcare sector, the proposed transaction  enables
Greener  House  to  participate in a larger transaction than the resources of  Greener  House  alone  would
justify,  by virtue of the additional investment being made in the Enlarged Group by NWVCF managed  by  YFM
and the Placing, which has been partly underwritten by Daniel Stewart & Co.

The  acquisition  of  Fresh  TL constitutes a reverse take-over of Fresh TL under  the  PLUS  rules  and,
accordingly,  the Company has requested a suspension of trading in its shares.  The company will  apply  to
PLUS for re-admission of its shares for trading upon completion of the acquisition of Fresh TL.

An  Admission  Document containing details of the acquisition and the placing and a  notice  of  a  general
meeting  to be held immediately following the Annual General Meeting on 29 September 2010 will be  sent  to
Shareholders by the Company in due course.  At the general meeting, Shareholders will be asked  to  approve
the  acquisition and other resolutions proposed for its implementation, and a change of name of the Company
to Fresh TL plc.

Jonathan Metliss and Harry Hyman

6 September 2010

Greener House Investments PLC

Directors' Report
Year Ended 31 May 2010

The Directors present their report and the audited financial statements for the year ended 31 May 2010.

Business review and principal activity

The Company was established as a special purpose acquisition company, and its principal activity is to seek
a  suitable  acquisition of a company or business in the healthcare sector.  The Company's ordinary  shares
were admitted for trading on the PLUS Market on 29 October 2007.

On  29 March 2010, the Company announced that it had identified a suitable target for acquisition and  that
it  had  made  an initial investment of £300,000 for 39,209 "A" ordinary shares in Fresh T Limited  ("Fresh
TL")  pursuant  to  the terms of an Investment Agreement, matched by a similar simultaneous  investment  in
Fresh TL by the North West Interim Venture Capital Fund ("NWVCF") managed by YFM Private Equity Ltd.   This
resulted in both the Company and NWVCF each owning 20% of Fresh TL share capital.  The acquisition of Fresh
TL  constitutes  a  reverse take-over of Fresh TL under the PLUS rules and following the Company's  request
trading  in  its shares has been suspended.  The company will apply to PLUS for re-admission of its  shares
for trading upon completion of the acquisition of Fresh TL.

A review of the business and future developments is presented in the Chairman and Director's Statement.

Results and dividends

The income statement for the year is set out on page 12.

The Company's loss for the year of £31,962 (2009: £21,383) has been transferred to retained earnings.

The Directors do not recommend the payment of a dividend for the period.

Key performance indicators

The  Directors  are  of the opinion that as the business of the Company is relatively straightforward,  the
provision  of  key  performance  indicators does not necessarily promote  a  better  understanding  of  the
development,  position  and  performance of the business.  Key performance indicators  for  the  year  have
therefore  not  been provided.  The Directors will look into the introduction of suitable  key  performance
indicators on completion of the acquisition of Fresh T Limited.

Corporate Governance

The  Directors  recognise the value of the combined code on corporate governance and  have  considered  the
recommendations  and  applicability to the Company in so far as it is practicable  and  appropriate  for  a
public company of its size.

Directors' Remuneration

The Directors did not receive any remuneration during the year (2009: £nil).  Therefore the Company has not
prepared a Directors' remuneration report.

Directors and their interests

The following Directors have held office since 1 June 2009:

 J.A. Metliss - Non Executive Chairman
 H.A. Hyman - Non Executive Director

Their beneficial interests in the shares of the company are as follows:

Ordinary shares 0.1 pence each                                             
                                 31 May 2010                          31 May 2009
J.A. Metliss                      2,750,000                            2,750,000
H.A. Hyman                        2,750,000                            2,750,000

Nexus Group Holdings Limited, a company in which H.A. Hyman is a director and shareholder, holds 20,000,000
ordinary shares of 0.1 pence each.

The  total number of ordinary shares under the warrants for which Directors may subscribe for as at 31  May
2010 are as follows:

       Name             Date of grant       Exercise price per    Number of ordinary       Exercise year
                                            ordinary share (p)       shares under
                                                                        warrant
   J.A. Metliss          10 July 2007               1p                  250,000              60 months
    H.A. Hyman           10 July 2007               1p                  250,000              60 months

Nexus Structured Finance Limited holds 5,000,000 warrants.

Substantial shareholdings

In  addition  to the directors' interests disclosed above, the Company has been notified of  the  following
holdings of 3% or more of the ordinary issued share capital at 31 May 2010:

                                                       Number of ordinary                 % held
                                                                   shares

Daniel Stewart Securities PLC                                  20,500,000                 20.50%
Nexus Group Holdings Limited                                   20,000,000                 20.00%
Bernard Kelly                                                  13,750,000                 13.75%
Leavesden Securities (Holdings) Limited                        10,000,000                 10.00%
Geoffrey Bowden                                                 5,500,000                  5.50%

Share capital

The  authorised  and  issued share capital of the Company is shown in note 10 to the financial  statements.
The  Company  aims to manage its overall capital so as to ensure that it continues to operate  as  a  going
concern.

Related Party Transactions

Details of the transactions with related parties undertaken by the Company during the year are disclosed in
note 16 to the financial statements.

Creditors payment policy

It  is  the policy of the Company to establish payment terms with suppliers when agreeing terms of business
with the view of meeting due dates of payment agreed so far as it is practicable.

The number of days' purchases outstanding at 31 May 2010 was nil (2009: 31).

Post balance sheet events

The  Company  is  currently raising between £100,000 and £300,000 before expenses  through  the  issue  and
allotment  of up to 60,000,000 Ordinary Shares at a Placing price of 0.5p per share by means of  a  placing
being conducted by the Company's brokers Daniel Stewart & Co.   The Placing is conditional on admission  of
the  enlarged share capital to trading on the PLUS Market and completion of the acquisition of the majority
of  the  shares of Fresh TL Limited from its founder shareholders.  On Admission, the Company will  have  a
minimum  of 319,989,200 Ordinary Shares and a maximum of 359,989,200 Ordinary Shares in issue and a  market
capitalisation of approximately £1.6 million to £1.8 million at the Placing Price.

Following the Placing, a further subscription of an amount equivalent to the gross proceeds of the  Placing
will be made by North West Interim Venture Capital Fund ("NWVCF"), managed by YFM Private Equity Ltd, NWVCF
into  Fresh  TL,  pursuant to the Investment and Transfer Agreement.  This is in addition to  the  £300,000
which  has  already been invested by NWVCF pursuant to the terms of the Investment Agreement.  An aggregate
amount of between £200,000 and £600,000 will be raised by the Group under the terms of the Placing and  the
subscription  for shares in Fresh TL by NWVCF pursuant to the Investment Agreement and the  Investment  and
Transfer Agreement.

On  completion of the acquisition of the balance of the Fresh TL Limited shares from NWVCF, to be completed
by  31  December  2010, the Company will have a minimum of 406,644,500 Ordinary Shares  and  a  maximum  of
446,644,500  Ordinary Shares in issue and a market capitalisation of approximately £2.03 million  to  £2.23
million at the Placing Price.

Financial instruments

The  Company's  principal financial instruments comprise investments, cash, other  receivables,  trade  and
other payables.  The main purpose of these financial assets is to fund the Company's operations as well  as
to manage working capital, liquidity and invest surplus funds.

The  Directors  consider  that the carrying values of all the Company's financial  assets  and  liabilities
approximate to their fair values as at the balance sheet dates.

Internal controls

The  Directors  have reviewed the Company's system of internal control which is designed to  safeguard  the
assets  of  the Company and ensure the reliability of financial information for both internal  use  of  and
external publication.

Going Concern

As the Company has sufficient cash resources to meet its operational requirements the Directors expect that
the Company will continue in operational existence for the foreseeable future.  The going concern basis has
therefore been used to prepare these financial statements.

Management of risks

The  Directors continue to assess the risks facing the Company.  The acquisition of an appropriate business
or  company  is  key  to the success of the Company, and is in turn the most significant  risk  facing  the
Company.

The other risks the Company is exposed to are as follows:

Interest rate risk

The  Company continues to finance its operations from the original issue of equity.  Surplus cash  balances
are held in a sterling money fund in the short term and returns are expected to fluctuate with the rates of
interest.  The benchmark rate which determines the interest rate received on interest bearing cash balances
is the LIBOR.

Liquidity risk

The Company has sufficient cash to meet its operational requirements.

Currency risk

The  Company's income and expenses are denominated in sterling.  Accordingly the Company is not exposed  to
any significant currency risk.

Credit risk

The Company has no significant credit risk.

Company  law  requires the Directors to prepare financial statements for each financial year which  give  a
true  and fair view of the state of affairs of the Company and the Group and of the profit or loss  of  the
Group for that year.  In preparing those financial statements, the Directors are required to:

*  Select suitable accounting policies and then apply them consistently;
*  Make judgements and estimates that are reasonable and prudent;
*  State  whether  they  have  been  prepared in accordance with  International  Financial  reporting
   Standards ("IFRS") as adopted by the European Union; and
*  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 which  disclose  with  reasonable
accuracy  at  any  time the financial position of the Company to enable them to ensure that  the  financial
statements  comply  with  the Companies Act 2006.  They are also responsible for  the  system  of  internal
control, for safeguarding the assets of the Company and for taking reasonable steps for the prevention  and
detection of fraud and other irregularities.

The  Directors are responsible for the maintenance and integrity of the Company's website.  Legislation  in
the  United  Kingdom governing the preparation and dissemination of financial statements  may  differ  from
legislation in other jurisdictions.

Auditors

The Company's auditors Sedley Richard Laurence Voulters have changed their name to SRLV.

SRLV have expressed their willingness to remain in office and resolutions reappointing them as auditors and
authorising the Directors to fix their remuneration will be put to the Annual General Meeting.

Statement of disclosure to auditor

  (a)   So far as the directors are aware, there is no relevant audit information of which the company's
        auditors are unaware, and
  (b)   The Directors have taken all the steps that they ought to have taken as directors in order to make
        themselves aware of any relevant audit information and to establish that the company's auditors are aware
        of that information.

By order of the Board
For and on behalf of Nexus Structured Finance Limited
Secretary
6 September 2010

Independent Auditors' Report to the Shareholders of Greener House Investments PLC

We  have  audited the financial statements of Greener House Investments Plc for the year ended 31 May  2010
set  out  on pages 12 to 24.   The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Respective responsibilities of directors and auditors

As  explained  more  fully  in  the Directors' Responsibilities Statement on  page  9,  the  directors  are
responsible for the preparation of the financial statements and for being satisfied that they give  a  true
and  fair view.  Our responsibility is to audit the financial statements in accordance with applicable  law
and  International Standards on Auditing (UK and Ireland).  Those standards require us to comply  with  the
Auditing Practices Board's 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.

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 May 2010 and its loss for
        the year then ended;
    *   have been properly prepared in accordance with IFRSs as adopted by the European Union; and
    *   have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion

   *    the  information given in the Directors' Report for the financial year for which the  financial
        statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

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 and the part of the Directors' Remuneration Report that is subject to
        audit 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.

Under the Listing Rules we are required to review:

    *   the directors' statement in relation to going concern; and
    *   the part of the Corporate Governance Statement relating to the company's compliance with the
        provisions of the 2006 Combined Code specified for our review.

ALOK VERMA (Senior Statutory Auditor)
For and on behalf of SRLV                                        89 New Bond Street
Statutory Auditor                                                London
                                                                 W1S 1DA
6 September 2010

Greener House Investments PLC

Statement of Comprehensive Income
Year Ended 31 May 2010

                                                                                  2010                2009
                                                              Note                                  
                                                                                     £                   £
Revenue                                                                              -                   -
                                                                           --------------------------------
                                                                           --------------------------------
Administrative expenses                                                       (32,536)            (31,506)
                                                                           --------------------------------

Operating loss                                                  2             (32,536)            (31,506)
Finance income                                                  4                  574              10,123
                                                                           --------------------------------     
Loss before tax                                                               (31,962)            (21,383)
Taxation                                                        5                    -                   -
                                                                           --------------------------------
Loss for the year                                                             (31,962)            (21,383)
                                                                           --------------------------------
                                                                           --------------------------------

Loss per share expressed in pence per share                                                               
Basic                                                           6                0.032               0.021
Diluted                                                         6                0.027               0.018
The profit and loss account has been prepared on the basis that all operations are continuing operations.

There are no gains or losses other than those passing through the profit and loss account.

The notes below form part of these accounts.

Greener House Investments PLC

Statement of Financial Position at 31 May 2010

                                                                                    2010                2009
                                                                Note                                  
                                                                                      £                   £
ASSETS                                                                                                      

Non current assets                                                                                          
Investments                                                      7               300,000                   -

Current assets                                                                                              
Other receivables                                                8                 4,269               4,173
Current asset investment                                         9                   796             366,209
Cash and cash equivalents                                                         30,784                 440
                                                                          ------------------------------------
                                                                                  35,849             370,822
                                                                          ------------------------------------

TOTAL ASSETS                                                                     335,849             370,822
                                                                          ------------------------------------
                                                                          ------------------------------------

EQUITY AND LIABILITIES                                                                                      

Capital and reserves                                                                                        
Share capital                                                    10              100,025             100,025
Share premium                                                                    298,279             298,279
Retained earnings                                                               (72,550)            (40,588)
                                                                          ------------------------------------
Total shareholders' equity                                                       325,754             357,716

Current liabilities                                                                                         
Trade and other payables                                         11               10,095              13,106

                                                                          ------------------------------------
TOTAL EQUITY AND LIABILITIES                                                     335,849             370,822
                                                                          ------------------------------------
                                                                          ------------------------------------

Approved by the Board and authorised for issue on 6 September 2010

H.A. Hyman

Director

The notes below form part of these accounts.

Greener House Investments PLC

Statement of Cash Flows
Year Ended 31 May 2010

                                                                                  2010                2009

                                                                                     £                   £
Operating activities                                                                                      
Operating loss for the year                                                   (32,536)            (31,506)
Adjustments for:                                                                                          
Increase in other receivables                                                     (96)               (109)
Increase in trade and other payables                                           (3,012)               4,881
                                                                          ------------------------------------
Net cash used for operating activities                                        (35,644)            (26,734)
                                                                          ------------------------------------

Investing activities                                                                                      
Interest received                                                                  574              10,123
Proceeds from redemption of investment                                         365,414              15,538
                                                                          ------------------------------------
Net cash generated from/(used for) investing activities                        365,988              25,661
                                                                          ------------------------------------

Capital expenditure and financial investments                                                             
Payments to acquire fixed asset investment                                   (300,000)                   -

                                                                          ------------------------------------
Net (decrease)/increase in cash and cash equivalents                            30,344             (1,073)
Cash and cash equivalents at beginning of the year                                 440               1,513
                                                                          ------------------------------------
Cash and cash equivalents at end of the year                                    30,784                 440
                                                                          ------------------------------------
                                                                          ------------------------------------

Greener House Investments PLC

Statement of Changes in Equity
Year Ended 31 May 2010

                                                      Share            Share         Retained           Total
                                                    Capital          Premium         Earnings

                                                          £                £                £               £   

Balance as at 1 June 2009                           100,025          298,279         (40,588)          357,716
Loss for the year                                         -                -         (31,962)         (31,962)

                                             -------------------------------------------------------------------     
Balance as at 31 May 2010                           100,025          298,279         (72,550)          325,754
                                             ------------------------------------------------------------------- 
                                             ------------------------------------------------------------------- 

Greener House Investments PLC

Notes to the Financial Statements
Year Ended 31 May 2010

1.      Accounting policies

    a)  (i) General information

        The  Company  is a public limited company incorporated on 8 May 2007 and domiciled in  England  and
        Wales.   The  Company  was  established as a special purpose acquisition  company  whose  principal
        activity was to seek a suitable acquisition of a company or business in the healthcare sector.  The
        Company's ordinary shares were admitted for trading on the PLUS Market on 29 October 2007.

        On  29  March  2010, the Company announced that it had identified a suitable target for acquisition
        and had entered into conditional agreements to acquire the entire issued ordinary share capital  of
        Fresh  T  Limited  ("Fresh  TL")  for a consideration of £900,000.  The  acquisition  of  Fresh  TL
        constitutes  a  reverse  take-over of Fresh TL under the PLUS rules  and  following  the  Company's
        request  trading in its shares has been suspended.  The company will apply to PLUS for re-admission
        of its shares for trading upon completion of the acquisition of Fresh TL.

        The  Company's financial statements for the year ended 31 May 2010 were approved by  the  Board  of
        Directors  on 6 September 2010 and its Statement of Financial Position at 31 May 2010  on  page  13
        was signed by H. A. Hyman, a director of the Company.

        (ii) Accounting convention and basis of preparation

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

        The  preparation of the financial information requires management to make estimates and assumptions
        that  affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure
        of  contingent  liabilities  at  the date of the financial information.   If  in  the  future  such
        estimates  and  assumptions,  which are based on management's best judgment  at  the  date  of  the
        financial  information,  deviate  from  the  actual  circumstances,  the  original  estimates   and
        assumptions will be modified as appropriate in the year in which circumstances change.

        (iii) Standards issued but not yet effective

        The  IASB and IFIC have issued a number of standards and the interpretations with an effective date
        after  the  date of these financial statements.  The directors have set out below only those  which
        may have a material impact on the financial statements in future periods.

        Amendment to IAS 24: Related parties

        The  amendment provides an exemption from disclosure requirements for transactions between entities
        controlled,  jointly  controlled or significantly influenced by the same  state  ('state-controlled
        entities').   It also amends the definitions of a related party and of a related party  transaction
        to  clarify the intended meaning and remove some inconsistencies.  The amendment is expected to  be
        effective for accounting periods beginning after 2011.

        Amendment  to  IAS  39:  Financial  instruments: Recognition and measurement:  Reclassification  of
        Financial Assets

        This  amendment  clarifies  the effective date of the reclassification of  financial  assets.   The
        amendment  is  effective  under IFRS but has not yet been endorsed by the European  Union  and  has
        therefore not been adopted by the Company.

        Amendments  to  IFRS  3R  Business  Combinations and IAS 27R Consolidated  and  Separate  Financial
        Statements

        These  revisited  standards are effective for financial years beginning on or after  1  July  2009.
        IFRS  3R introduces a number of changes in the accounting for business combinations occurring after
        this  date  that  will impact the amount of any goodwill recognised, the reporting results  in  the
        period  that an acquisition occurs and future reported results.  IAS 27R requires that a change  in
        the  ownership  interest of a subsidiary (without loss of control) is accounted for  as  an  equity
        transaction.  Therefore, such transactions will no longer give rise to goodwill, nor will they give
        rise  to  a  gain  or  loss.  Furthermore, the amended standard changes the accounting  for  losses
        incurred by the subsidiary as well as the loss of control of a subsidiary.

        Improvements to IFRS 2009

        General  improvements to various existing standards will be adopted by the Company which come  into
        effect from 1 May 2010 subject to endorsement by the European Union.

    b)  Non current investments

        Unlisted investments and investments in subsidiaries are stated at cost less any provision for
        permanent diminution in value.
        Listed  investments are stated at market value. Realised gains and losses are charged to the profit
        and  loss  account in the year in which they arise.  Unrealised gains and losses are taken  to  the
        revaluation  reserve.   In  the opinion of the directors, the adoption  of  alternative  accounting
        rules  for  listed  investments provides a more appropriate view of the state  of  affairs  of  the
        Company at the year end.

    c)  Current asset investments, cash and cash equivalents

        Current  asset investments, cash and cash equivalents comprise cash at bank and short term deposits
        with  banks  and similar financial institutions.  These deposits are readily convertible  to  known
        amounts of cash and are subject to insignificant risk of changes in value.

    d)  Taxes

        Tax expense represents the sum of the tax currently payable and deferred tax.

        Deferred  tax  is  provided, using the liability method, on temporary differences between  the  tax
        bases  of assets and liabilities and their carrying amounts, in the financial statements.  Deferred
        tax assets relating to the carry-forward of unused tax losses are recognised to the extent that  it
        is  probable that future taxable profits will be available against which the unused tax losses  can
        be utilised.

        Current and deferred tax assets and liabilities are offset when the income taxes are levied by  the
        same taxation authority and when there is a legally enforceable right to offset them.

    e)  Share-based payments

        Warrants  issued to Directors and founder members are accounted for as share-based transactions  in
        accordance  with IFRS 2.   Equity-settled share-based payments are measured at fair  value  at  the
        date  of  the grant.  The fair value at the date of the grant is determined using the Black-Scholes
        pricing  model and expensed on a straight-line basis over the vesting period based on the Company's
        estimate  of the shares that will eventually vest and where applicable, adjusted for the effect  of
        non market-based vesting conditions.

    f)  Foreign currency

        Items  included in the financial statements are measured using the currency of the primary economic
        environment  in  which the entity operates. Pound sterling is the functional  currency  of  Greener
        House Investments PLC.

    g)  Revenue recognition

        i) Turnover

           Revenue  is recognised when due and any amounts collected in advance or arrears are included  in
           debtors  or  creditors,  as  applicable.   Revenue  is  measured  at  the  fair  value  of   the
           consideration received excluding discounts, rebates, VAT and other sales taxes or duty.

        ii)  Interest income

           Revenue  is  recognised as interest accrues, using the effective interest method  (that  is  the
           rate  that  exactly discounts estimated future cash receipts through the expected  life  of  the
           financial instrument to the net carrying amount of the financial asset).

2.      Operating loss

The operating loss is stated after charging:

                                                                                    2010               2009
                                                                                       £                  £

Auditors' remuneration                                                             4,700              4,600
                                                                               --------------------------------
                                                                               --------------------------------

3.      Employee costs

Apart  from  the  Directors there were no employees during the year.  The Directors  did  not  receive  any
remuneration from the Company.

4.      Finance income

                                                                                    2010             2009
                                                                                       £                £

Bank interest receivable                                                             574            10,123
                                                                               --------------------------------
                                                                               --------------------------------

5.      Taxation

                                                                                    2010              2009
                                                                                       £                 £
UK Corporation Tax                                                                     -                 -
                                                                               --------------------------------
                                                                               --------------------------------

Loss on ordinary activities before taxation multiplied                                                    
by standard rate of UK Corporation Tax of 21% (2009: 28%)                        (6,712)           (5,987)

Effect of:                                                                                                
Disallowable expenditure                                                               -                 -
Tax losses                                                                         6,712             5,987
                                                                               --------------------------------
Current tax charge                                                                     -                 -
                                                                               --------------------------------
                                                                               --------------------------------

There  is  no  corporation tax payable on the results for the year, the Company has unused  tax  losses  of
£72,550 (2009: £40,588) to carry forward.

6.      Earnings per share

Basic  loss  per  share  is based on the loss after taxation of £31,962 (2009: £21,383)  and  the  weighted
average  number  of  ordinary  shares of 0.1 pence each in issue during  the  year  of  100,025,000  (2009:
100,025,000).

For diluted loss per share, the weighted average number of shares in issue is adjusted to assume conversion
of all dilutive potential shares.  The Company created 16,875,000 warrants by a warrant instrument dated 10
July 2007, constituting warrants to subscribe for 16,875,000 ordinary shares at a subscription price of  1p
per  warrant share.  The maturity date of the warrant rights issue is 60 months after the date of issue  of
the  warrant certificate.  The adjusted weighted average number of ordinary shares in issue during the year
was 116,900,000 (2009: 116,900,000).

7.      Investments

Fixed  asset investments comprise the Company's investment in 39,209 "A" ordinary shares in Fresh T Limited
representing 20% of the nominal value of the share capital of that company which the Company acquired on 26
March 2010 at a cost of £300,000.  The investment represents an initial investment in Fresh T Limited  made
in  accordance with conditional agreements entered into by the Company to acquire the entire  issued  share
capital  of Fresh T Limited.  The transactions constitute a reverse take-over of Fresh T Limited under  the
PLUS  rules  and  will,  on  completion, ultimately result with Fresh T  Limited  becoming  a  wholly-owned
subsidiary of the Company.

Fresh  T  Ltd  was  incorporated on 29 April 2009 in England and Wales and operates wholly  in  the  United
Kingdom.  Its principal activity is the development and distribution of computer software.  Fresh T Limited
has prepared accounts for the period from the date of its incorporation to 31 December 2009.  The aggregate
amount  of  capital and reserves at 31 December 2009 and the results of the company for the period  are  as
follows:

                                                                                      £
Aggregate capital and reserves as at 31 December 2009                           (60,563)
Loss for the period ended 31 December 2009                                      (61,563)
                                                                              -----------
                                                                              -----------          

The  "A"  ordinary shares of Fresh T Limited have preferential rights over payment of dividends by Fresh  T
Limited and on return of assets by Fresh T Limited; and on the occurrence of certain Specified Events  they
carry 100,000 votes per A ordinary share.

In  the  opinion  of  the  Directors, the Company does not, as at the yearend  date,  exercise  significant
influence over Fresh T Limited and therefore that company has not been accounted for as an associate.

8.      Other receivables                                                                  
                                                                                    2010                2009
                                                                                       £                   £

Prepayments                                                                        4,269               4,173
                                                                               -------------------------------
                                                                               -------------------------------

9.      Current asset investments

                                                                                    2010                2009
                                                                                       £                   £

Sterling Money Fund                                                                  796             366,209
                                                                               -------------------------------
                                                                               -------------------------------

10.     Share capital

                                                                                    2010                2009
                                                                                       £                   £
Authorised                                                                                                  
250,000,000 ordinary shares of 0.1 pence each                                    250,000             250,000
                                                                               -------------------------------
                                                                               -------------------------------

                                                                                    2010                2009
                                                                                       £                   £
Issued and fully paid                                                                                       
100,025,000 ordinary shares of 0.1 pence each                                    100,025             100,025
                                                                               -------------------------------
                                                                               -------------------------------

11.     Trade and other payables

                                                                                    2010                2009
                                                                                       £                   £
Trade payables                                                                         -                 447
Amounts due to related parties (note 16)                                               -               2,255
Accruals                                                                          10,095              10,404
                                                                               -------------------------------
                                                                                  10,095              13,106
                                                                               -------------------------------
                                                                               -------------------------------

12.     Financial risk factors

The Company's overall risk management programme focuses on the unreliability of financial markets and seeks
to  minimise  potential adverse effects of the financial risks which it is exposed to as a  result  of  its
activities.

Risk  management  is carried out by the Company's Board of Directors.  The Board identifies  and  evaluates
financial  risks and provides principles for overall risk management as well as policies covering  specific
areas such as credit risk, interest rate risk, liquidity risk and foreign currency risk.

As  disclosed in the Director's Report, the acquisition of an appropriate business or company is key to the
success of the Company, and is in turn the most significant risk facing the Company.

The other risks the Company is exposed to are as follows:

Interest rate risk

The  Company continues to finance its operations from the original issue of equity.  Surplus cash  balances
are held in a sterling money fund in the short term and returns are expected to fluctuate with the rates of
interest.  The benchmark rate which determines the interest rate received on interest bearing cash balances
is the LIBOR.

Liquidity risk

The Company has sufficient cash to meet its operational requirements.

Currency risk

The  Company's income and expenses are denominated in sterling.  Accordingly the Company is not exposed  to
any significant currency risk.

Credit risk

The Company has no significant credit risk.

13.     Share-based payments

The  Company created 16,875,000 warrants by a warrant instrument dated 10 July 2007, constituting  warrants
to  subscribe for 16,875,000 ordinary shares at a subscription price of 1p per warrant share.  The maturity
date  of  the  warrant rights issue is 60 months after the date of issue of the warrant  certificate.   The
warrants were granted to its Directors and founder shareholders.

The  warrants  were  valued  using the Black-Scholes option-pricing model.  No  performance  criteria  were
included  in the fair value calculations.  The fair value of each warrant granted and the assumptions  used
in the calculation is as follows:

Grant date                                                                                     10 July 2007
Exercise price                                                                                        £0.01
Current market price per share based on Placing price per share (see note 15)                        £0.005
Expected volatility                                                                                     15%
No. of years to maturity                                                                            5 years
Expected life                                                                                       5 years
Vesting period                                                                                      5 years
Risk free rate                                                                                           3%
Fair value of warrants                                                                                 £nil

The  expected volatility is based on management's best estimate.  The risk free rate is the yield on  zero-
coupon UK government bonds of a term consistent with the life of the warrants.

The total charge for the year relating to warrants granted amounted to £nil (2009: £nil).

A reconciliation of movement in warrants during the year ended 31 May 2010 is shown below:

                                                        2010                                 2009
                                            -----------------------------------------------------------------
                                                                  Weighted                          Weighted
                                                                   average                           average
                                                                  exercise                          exercise
                                               Number                price           Number            price

Outstanding at 1 June 2009                     16,875,000            £0.01       16,875,000            £0.01
Granted                                                 -                -                -                -
Exercised                                               -                -                -                -
Expired                                                 -                -                -                -
Outstanding at 31 May 2010                     16,875,000            £0.01       16,875,000            £0.01
Exercisable at 31 May 2010                     16,875,000            £0.01       16,875,000            £0.01
                                            -----------------------------------------------------------------
                                            -----------------------------------------------------------------

14.     Future financial commitments

The  Company  has engaged Daniel Stewart & Co (Corporate Adviser and Broker), Nexus Corporate  Finance  LLP
(Financial  Adviser),  Hazlewoods  (Chartered  Accountants)  and  Davenport  Lyons  (Solicitors)   as   its
professional  advisers in respect of the proposed acquisition of Fresh TL, share placing and  admission  of
the  enlarged share capital to the PLUS Market. The aggregate fees payable to these advisers on  completion
of the transaction is expected to amount to approximately £90,000 + VAT.

At 31 May 2010 the Company has commitments under conditional agreements it had entered into during the year
to  acquire the balance of the entire issued ordinary share capital of Fresh TL not already owned by it for
a  consideration  of £1,200,000 plus such amount as is invested in Fresh TL by NWVCF to match  the  placing
amount  as  referred to in note 15 below.   The consideration is to be satisfied by the issue  of  Ordinary
shares of GHI.

15.     Events after the balance sheet date

The  Company  is  currently raising between £100,000 and £300,000 before expenses  through  the  issue  and
allotment  of up to 60,000,000 Ordinary Shares at a Placing price of 0.5p per share by means of  a  placing
being  conducted by the Company's brokers Daniel Stewart & Co. The Placing is conditional on  admission  of
the  enlarged share capital to trading on the PLUS Market and completion of the acquisition of the majority
of  the  shares of Fresh TL Limited from its founder shareholders.  On Admission, the Company will  have  a
minimum  of 319,989,200 Ordinary Shares and a maximum of 359,989,200 Ordinary Shares in issue and a  market
capitalisation of approximately £1.6 million to £1.8 million at the Placing Price.

Following the Placing, a further subscription of an amount equivalent to the gross proceeds of the  Placing
will be made by North West Interim Venture Capital Fund ("NWVCF"), managed by YFM Private Equity Ltd, NWVCF
into  Fresh  TL,  pursuant to the Investment and Transfer Agreement.  This is in addition to  the  £300,000
which  has  already been invested by NWVCF pursuant to the terms of the Investment Agreement.  An aggregate
amount of between £200,000 and £600,000 will be raised by the Group under the terms of the Placing and  the
subscription  for shares in Fresh TL by NWVCF pursuant to the Investment Agreement and the  Investment  and
Transfer Agreement.

On  completion of the acquisition of the balance of the Fresh TL Limited shares from NWVCF, to be completed
by  31  December  2010, the Company will have a minimum of 406,644,500 Ordinary Shares  and  a  maximum  of
446,644,500  Ordinary Shares in issue and a market capitalisation of approximately £2.03 million  to  £2.23
million at the Placing Price.

16.     Related Party Transactions

Harry  Hyman is the controlling party of Nexus Structured Finance Limited and Nexus Corporate Finance  LLP.
During  the  year  fees and expenses of £1,664 and £7,024 (2009: £1,398 and £6,926) were  payable  to  each
company  respectively.  At 31 May 2010 no amounts were owed to Nexus Structured Finance Limited  and  Nexus
Corporate Finance LLP (2009: £345 and £1,910 respectively).

17.     Ultimate controlling party

There is no one controlling party.

The  Company yesterday sent a copy of its Annual Report and Accounts to shareholders together with a notice
of  the Annual General Meeting (AGM).  The AGM of the Company will be held at the offices of Daniel Stewart
& Co Becket House, 36 Old Jewry, London EC2R 8DD on 29 September 2010 at 10.30 am.

Greener House Investments Plc								

						                                                    

a d v e r t i s e m e n t