Creator Capital (CTORF) 20-F 2011 FY Annual report (foreign)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2011

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Date of event requiring this shell company report ______________.

FOR THE TRANSITION PERIOD FROM _______________ TO _________________

COMMISSION FILE NO. 001-14611

 (formerly known as INTERACTIVE ENTERTAINMENT LIMITED)

(Exact name of registrant as specified in its charter)

BERMUDA

(Jurisdiction of Incorporation)

Floor Six, 65 Front Street, Hamilton HM12  Bermuda

(Address of principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each class	Name of each exchange on which registered
Common Stock, Par Value $0.01per share  ("Common Stock")	OTC Bulletin Board

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:   None

The number of shares outstanding of the issuer's Common Stock, as of December 31, 2011: 7,467,288

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes: o No: x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes: oNo: x

Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes:   xNo:   o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registration was required to submit and post such files).

Yes:   oNo:   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerate filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o Accelerated filer  o Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:   Item 17:  x       Item 18:  o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes: oNo: x

CREATOR CAPITAL LIMITED

ANNUAL REPORT ON FORM 20-F

TABLE OF CONTENTS

PART 1
ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS		1
ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE		1
ITEM 3 - KEY INFORMATION		1
ITEM 4 - INFORMATION ON THE COMPANY		3
ITEM 4A – UNRESOLVED STAFF COMMENTS		3
ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS		7
ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		10
ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		13
ITEM 8 - FINANCIAL INFORMATION		13
ITEM 9 - THE OFFERING AND LISTING		14
ITEM 10 - ADDITIONAL INFORMATION		15
ITEM 11 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		17
ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		18
PART II
ITEM 13 - DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		18
ITEM 14 - MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		18
ITEM 15 - CONTROLS AND PROCEDURES		18
ITEM 16 – AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES		19
A.	Audit Committee Financial Expert	19
B.	Code of Ethics	19
C.	Auditor’s Fees and Services	19
D.	Exemptions from Listing Standards for Audit Committees	19
E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	19
PART III
ITEM 17 - FINANCIAL STATEMENTS		20
ITEM 18 – FINANCIAL STATEMENTS		21
ITEM 19 – EXHIBITS

Creator Capital Limited. December 31, 2011 20-F  Page.1

INTRODUCTION

Creator Capital Limited is (the “Company”) is a Bermuda company whose shares are trade on the NASD Over the Counter Bulletin Board in the United States of America. The Company provides in-flight gaming and entertainment software and services by developing, implementing and operating or licensing computerized video gaming and other entertainment software on, but not limited to, the aircraft of international commercial air carriers. Gaming software is marketed using the name Sky Games® and the entertainment software is marketed using the name Sky Play®.

In this Annual Report, the “Company”, “CCL”, “we”, and “us” refer to Creator Capital Limited (unless the context otherwise requires). In this Annual Report, unless otherwise specified, all dollar amounts are expressed in US dollars.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements that include, among others, statements concerning the Company's plans to implement its software products, commence generating revenue from certain of its products, expectations as to funding its capital requirements, the impact of competition, future plans and strategies, statements which include the words "believe," "expect," and "anticipate" and other statements of expectations, beliefs, anticipated developments and other matters that are not historical facts. These statements reflect the Company's views with respect to such matters. Management cautions the reader that these forward-looking statements are subject to risks and uncertainties that could cause actual events or results to materially differ from those expressed or implied by the statements.

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

No disclosure necessary.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

No disclosure necessary.

ITEM 3.   KEY INFORMATION

A. Selected Financial Data

The selected financial data of the Company for the fiscal years ended December 31, 2011 and 2010 was derived from the audited consolidated financial statements of the Company included in this annual report on Form 20-F.

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.

The following table is derived from the consolidated financial statements of the Company which have been prepared in accordance with and using accounting policies in full compliance with International Financial Reporting Standards (“IFRS”) and International Accounting Standards (“IAS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the years ended 31 December 2011 and 2010.

Year Ended December 31,	2011			2010
	$			$
Total assets		5,053			12,879
Net assets		(7,504,637	)		(6,875,870	)
Share capital		874,673			874,673
Revenue		10,500			32,550
Loss from operations		(136,295	)		(114,478	)
Net loss for the year		(628,767	)		(619,576	)
Basic and diluted loss per share		(0.01	)		(0.01	)
Weighted average number of common shares outstanding		87,467,288			87,467,288

Pursuant to SEC Release No. 33-8567 “First-Time Application of International Financial Reporting Standards”, the Company is only required to include selected financial data prepared in compliance with IFRS extracted or derived from the consolidated financial statements for the years ended December 31, 2010 and 2011 (earlier periods are not required to be included).

Furthermore, pursuant to SEC Release No. 33-8879 “Acceptance from Foreign Private Issuers of Financial Statements Prepared in Accordance with International Reporting Standards Without Reconciliation to U.S. GAAP”, the Company includes selected financial data prepared in compliance with IFRS without reconciliation to U.S. GAAP

Creator Capital Limited. December 31, 2011 20-F  Page.2

Dividends

No cash dividends on common shares have been declared nor are any intended to be declared. The Company is not subject to legal restrictions respecting the payment of dividends except that they may not be paid to render the Company insolvent. Dividend policy will be based on the Company's cash resources.

The outstanding Class A Preference shares accrue an annual nine percent (9.00%) dividend, calculated and accrued monthly, payable quarterly and compounded annually. At its option, the Company may redeem the Class A Preference Shares, in whole or in part, at any time, and from time to time, at a redemption price of $1,000 per share plus any accrued and unpaid dividends thereon. The Company is not required to redeem the Class A Preference Shares. In the event that the common shares to be issued to the preferred shareholder upon a preferred share conversion do not have a value of at least equal to the redemption value of the preferred shares held, the Company is obligated to issue additional common shares or repurchase all common shares and preferred shares previously issued to the holder for an amount equal to the redemption value of the preferred shares less any prior redemption proceeds.

B. Capitalization and Indebtedness

The Class A Preferred shares compose the majority of the total current liabilities. The balance of the accrued, and trade payables are the result of operations.

C. Reasons for the Offer and Use of Proceeds

During the year, the Company did not issue any equity securities.

D. Risk Factors

The Company is subject to a number of risks due to the nature of its business and the present stage of development of business. The following factors should be considered:

As of December 31, 2011 CCL has incurred a cumulative net loss of $72,062,469 (2010:$71,433,702). We anticipate generating losses for at least the next 12 months. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described in the Comments for US Readers on Canada.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Plans to deal with this uncertainty include raising additional capital or entering into a strategic arrangement with a third party. If the Company cannot continue as a viable entity, the shareholders may lose some or all of their investment in the company.

CCL’s product line of Sky Games® and Sky Play® are marketed to the world’s airlines. CCL’s future must be considered in light of the continuing financial difficulties the airline industry is experiencing globally. As a result of global financial difficulties continues, our marketing efforts may not generate additional licenses requested from airlines.

SOFTWARE

The value of CCL’s product line is in the software. The Sky Games Gambling Software remains unique in the marketplace, adaptable to the various airline in-flight entertainment systems. The Sky Play Software is utilized on older platforms still being used throughout the world. As with all software, the risks lie in it becoming obsolete overnight.

COMPETITION

There are numerous entities offering similar products to CCL’s Sky Play® PC Interactive Games product line. It is the increase in the availability of similar PC based entertainment games, and the lack of a dedicated marketing consultant that has reduced CCL’s client base.

The marketplace for the Sky Games® Interactive Gaming System, CCL’s main product line, is not well established. However the Gaming Industry as a whole internationally is constantly undergoing changes, is intensely competitive, and is subject to changes in customer attitudes, morals and preferences. New products are being developed continuously by the Gaming Industry in order to satisfy customer demands. The Sky Games® Interactive Gaming System is one of those products. Changes in International Governmental regulations and laws are in a constant state of flux, and could adversely affect the ability of the Airlines to install such a system. Changes in policies of companies or banks that handle payment processing systems or credit card transactions for gaming industry could have an adverse impact on the operation of the Sky Games® System.

RELIANCE ON EMPLOYEES

CCL relies on its management and outsourced services for the business and corporate operations. None of our executive officers have sufficient technical training or experience in marketing for the products.  As such, qualified consultants will have to be hired to perform these functions.  Consequently, operations, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. As a result operations may have to be suspended or ceased which will result in the loss of your investment.

Creator Capital Limited. December 31, 2011 20-F  Page.3

ABILITY TO RAISE CAPITAL

As CCL has not generated sufficient revenue to fund its operations, additional funds will be required to meet n-going obligations and in the future.  As a result, additional capital will be required to effectively support the operations and to otherwise implement our overall business strategy.  The inability to obtain additional capital will restrict our ability to grow and may reduce the Company’s ability to continue to conduct business operations.  If additional financing cannot be obtained, development plans will likely be required to be curtailed which could cause the Company to become dormant.  Any additional equity financing may involve substantial dilution to the then existing shareholders.

ITEM 4.  INFORMATION ON THE COMPANY

A. History and Development of the Company

Creator Capital Limited (the "Company" or "CCL"), formerly Interactive Entertainment Limited was incorporated pursuant to the laws of the Province of British Columbia on January 28, 1981 under the name Tu-Tahl Petro Inc. On May 10, 1990, the Company changed its name to Creator Capital Inc. The Company was reincorporated through the continuance of its corporate existence from the Province of British Columbia to the Yukon Territory on July 15, 1992. On January 23, 1995, the Company changed its name to Sky Games® International Ltd. ("SGI"). Effective February 22, 1995, the Company continued its corporate existence from the Yukon Territory to Bermuda as an exempted company under the Companies Act 1981 (Bermuda) (the "Bermuda Act"). In June 1997, the Company changed its name to Interactive Entertainment Limited following consummation of the amalgamation of the Company's wholly-owned subsidiary, SGI Holding Corporation Limited ("SGIH"), and SGIH's formerly 80% owned subsidiary, then known as Interactive Entertainment Limited ("Old IEL"). This was followed immediately by an amalgamation of SGI with the survivor of the first amalgamation (the "Amalgamations"). Pursuant to a Special Resolution passed by shareholders at the September 19, 2000 Annual General Meeting, the Company changed its name to Creator Capital Limited.

‘IEL (Singapore) Pte. Ltd.’ was struck off the Singapore Register of Companies, at the Company’s request, on September 23, 2000. IIL (UK) was struck off the UK Companies House Register on May 6, 2003 following an application lodged by the Company on December 10, 2002. On July 10, 2006, Sky Games® International Corporation ("SGIC") changed its name to Creator Capital (Nevada) Inc. (“CCL (US)”).   As of November 11, 2011 CCL (US)’s corporate registration was not renewed.

The initial purpose of the Company was natural resource exploration and development. Beginning in January 1991 the Company concentrated its efforts on acquiring, developing and commercializing a gaming technology marketed as Sky Games®™ for in-flight use by international airline passengers and patrons in other non-traditional gaming venues. In pursuit of this purpose, the Company in 1991 acquired the principal assets of Nevada-based Sky Games® International, Inc. ("SGII"). In late 1994, the Company formed Old IEL as a joint venture with subsidiaries of Harrah's Entertainment, Inc., ("Harrah's"). This resulted in the transfer to Old IEL of the Company's in-flight gaming business and the execution of a management agreement with Harrah's with respect to Old IEL and other related relationships.  Pursuant to such management agreement, Old IEL's operations were managed by a Harrah's subsidiary. The description herein of the Company's operations from December 30, 1994 through June 17, 1997 with respect to in-flight gaming activities refers to the operations of Old IEL under the management of this subsidiary of Harrah's.

B.     Business Overview

1.     Sky Games®

The Sky Games® Interactive Gaming System was developed to introduce gaming to international airline passengers. The system is designed to enable users to play a number of casino-type games from their seats by way of a built-in, color, interactive, in-seat monitor. The Company believed that an opportunity existed to introduce casino games on international air flights. In April of 1996, the Company announced the signing of contracts for the provision of gaming services to Singapore Airlines (“SIA”). The first flight with gaming was launched on June 1, 1998. A second aircraft was added in mid-October, 1998.  Passenger participation was disappointing. On November 12, 1998, the Company announced that it had been unable to attract the additional capital necessary for continued development of its Sky Games® in-flight gaming business. The Company also announced that it had discontinued all operations associated with the Sky Games® product line. All employees were terminated as of November 13, 1998.  Those former employees that subsequently had been retained on a part-time contract basis to continue operations and support the Sky Play® product, are no longer associated with CCL. Two former employees, through their corporate entity, eFlyte, had been contracted to attend to the Sky Play® business. eFlyte terminated its contract with CCL as of April 22, 2001. The technical aspect of the business is currently contracted outside the Company as necessary.

On April 30, 1997, the Company entered into a Consulting Agreement with James P Grymyr, whereby he would provide consulting services to the Company from time to time, as requested by the Company. Under the terms of this agreement, the Company issued 586,077 shares of common stock to Mr. Grymyr as consideration for all such consulting services, both past and future. During March, 2001, Mr. Grymyr informed the Company that he did not provide any consulting services to the Company. Furthermore, he indicated that the agreement was never operational. A review of the Company’s records, and conversations with previous management did not reveal any evidence to the contrary. Therefore, Mr. Grymyr offered to annul the Consulting Agreement and return the shares to the Company for cancellation. The Company accepted this offer under the terms of the Annulment Agreement dated June 20, 2001. Mr. Grymyr has completed his undertakings to the Company. The Company cancelled the 586,077 shares.

Creator Capital Limited. December 31, 2011 20-F  Page.4

2.     Sky Play®

On January 13, 1998, CCL completed the acquisition of all the outstanding capital stock of Inflight Interactive Limited (“IIL”) in exchange for 500,000 shares of the Company’s $.01 par value common stock (the “Common Stock”). IIL is a United Kingdom developer and provider of amusement games to the airline industry. The acquisition was accounted for using the purchase method. The games are marketed under the name Sky Play®. As at December 31, 2011, the Sky Play® games were operating on Sri Lankan Emirates Airways.

3.     Investment - China Lotteries

On September 22, 2001, the Company entered into an Investment agreement with Trade Watch Consultants Limited (formerly Asset China Investments Ltd.WC”). TWC holds 70% of the outstanding shares of Beacon Hill Enterprises Ltd.  Beacon Hill holds the license for and operates one of two major Soccer Betting Lottery locations in Guangzhou City, Guangdong Province, People’s Republic of China. In exchange for 1,500,000 shares of the Company’s Common Stock, and an investment of up to HK$1,500,000 (US$ 180,050.00), the Company receives 80% of the proceeds of the business profits generated from Asset China’s sports betting and lottery assets.  To date, the Company has forwarded HK$900,000.00 (US$115,030.00). To date, no business profits have been generated nor distributed. No further funds will be forwarded and the shares will not be distributed until there are business profits generated and distributed.

On November 1, 2001, the Company entered into an Investment agreement with Lee John Associates (“LJA”). LJA is engaged in the business of owning the licenses for and operating several lottery locations in Guangzhou City, Guangdong Province, Peoples’ Republic of China.  In exchange for 500,000 shares of the Company’s common stock, the Company shall receive 80% of the proceeds of the business profits generated from Lee John’s Lottery businesses.

As of August 2003, CCL had not yet received any funds under the agreements with TWC and LJA.  Therefore, upon detailed re-evaluation and analysis all parties mutually agreed to amend the original agreements. On September 1, 2003, CCL amended these two agreements as described below:

The original agreement with TWC required a total investment of US$180,050.00 (HK$1,500,000) and the issuance of 1,500,000 CCL common shares to TWC. To date, CCL has funded US$115,000.00, but has not issued any common shares. Initially, both TWC and Beacon Hill Enterprises Ltd. ("BHE"), agreed that TWC's 70% ownership in Beacon Hill would be reduced to 49% (due to the partial completion of the original funding of US$180,050.00). The agreement was then finalized as a Licensing arrangement, whereby the $115,000 advanced was deemed to a one-time, full payment of the license fee to allow TWC to sell lottery tickets through a dedicated website www.worldwidelotteries-china.com. The 1,500,000 CCL common shares will not be issued as a part of the amended arrangement.

The original agreement with LJA required CCL to issue 500,000 CCL common shares in exchange for 80% of LJA's business profits generated from its seven sales locations within Guangdong Province, in the People's Republic of China. As of September 1, 2003, CCL had not received any funds from LJA, nor had CCL issued the 500,000 common shares. This agreement was cancelled on September 1, 2003.

As of December 31, 2003, CCL had completed the development of the website (www.worldwidelotteries-china.com), which is directed towards the international marketing and sales of the Soccer Betting Lottery. During the 3rd quarter of 2003, approval was obtained and an agreement was reached with a credit card payment processing provider. Subsequently, the provider was unable to provide the required services due to an internal issue. In the 4th quarter of 2003, agreement was reached with NEteller to provide payment processing services.

As of December 31, 2004, the Company was unable to appoint a new Chinese agent. This resulted in the lapsing of the licensing agreement. The license fee paid was written off. The online purchasing and processing software developed could be integrated into the future applications of Sky Games.

On September 19, 2003, CCL's former wholly owned subsidiary, Trade Watch Consultants Ltd. ("TWC") of the British Virgin Islands, entered into a Licensing Agreement with Action Poker Gaming Inc. ("APG"), a wholly owned subsidiary of Las Vegas From Home.com Entertainment. APG provides Gaming Software designed for the on-line gaming industry. TWC's website, www.worldwidegaming-asia.com, will feature Asian Themed games such as "Chinese Poker", "Pan" and "Big 2". A percentage of gaming revenue realized from the website is payable to Action Poker Gaming Inc. on a monthly basis.

As at the September 30, 2004 Quarter the website content and design had not been forwarded to CCL for approval. APG did not affect the steps to activate the services under the Agreement, CCL deemed the Agreement in default and withdrew.

4.     Failed Acquisition of ETV Channels On Demand Inc.

Creator Capital Limited. December 31, 2011 20-F  Page.5

By a share purchase agreement dated March 6, 2006 the Company was to acquire all of the outstanding common shares of ETV Channels on Demand, Inc. (“ETV”), a Panama company, in exchange for 50,000,000 common shares of the Company and one share purchase warrant entitling the holder to acquire 1,000,000 common shares of the Company at $1.00 per share from August 15, 2006 to February 15, 2008. These securities were to be issued on an earn-out basis as to one share and a proportionate amount of warrants for each $1.00 of gross revenues realized through the ETV business. The terms of the Share Purchase Agreement were not fulfilled.

On November 17, 2006, the Company deemed the Agreement null and void due to failure of the Vendor to fulfill the terms.  A finder’s fee of 2,500,000 common shares to be earned-out based upon the same formula as the acquisition securities were to be issued. With the failure of the Share Purchase Agreement, the finder’s fee also became null and void.

Creator Capital Limited. December 31, 2011 20-F  Page.6 

5.     Newmediacom

On November 30, 2006, CCL announced the execution of a Letter of Intent with Newmediacom Limited (“NMC”), of the United Kingdom, for the purpose of negotiating rights to certain services related to the provision of live, streamed, and downloadable video services to mobile devices and other video distribution and receiving technologies.

Newmediacom is one of five companies, which comprise the Phones International Group founded in 1998 by Peter Jones. The Group provides a portfolio of core business offerings combining mobile logistics, distribution and fulfillment, configuration, content products and delivery and other related services within the mobile and wireless industries. Newmediacom was acquired by the Phones International Group early in 2004. The company provides broadcast quality services and solutions that can be utilized in the mobile phone arena.  As at December 31, 2006 the Letter of Intent had not yet resulted in a final Agreement. Attempts to progress beyond the Letter of Intent proved futile.  CCL deemed the relationship to be at an end.

The Product

1.     Sky Play®

Sky Play® PC Interactive Games offers airlines the choice of up to 19 amusement games. Unlike Nintendo-style games, which are designed to keep the player challenged and interested over long periods of time, and which generally require player skill developed over a period of time, CCL has selected and developed the Sky Play® amusement games which have very simple rules, are already well known or easy to learn, and are very simple to play.  Games are licensed to airlines for a monthly license fee on a per game, per aircraft basis.

The U.S. Patent and Trademark Office granted CCL the following federal registrations:

November 5, 2002	“Sky Play®” Logo and name
July 8, 2003	“Sky Play® International”  “We Make Time Fly” and Design

2.      Sky Games®

The U.S. Patent and Trademark Office granted CCL the following federal registrations:

April 14, 1998	“Sky Games®” logo and the slogan "We Make Time Fly"
August 26, 2003	“Sky Games® International” “We Make Time Fly” and Design
February 21, 2006	“Casino Class”
July 4, 2006	“Casino Class” “We Make Time Fly” and Design
February 24, 2006	“Sky Casinos International”  “We Make time Fly” and Design

The Industry

According to Boeing Company's 2011-2030 Current Market Outlook (“CMO”) annualized world GDP is forecast to grow at an average of 3.3% per year over the next 20 years, an increase of 0.1%.  The report noted that, the total market potential for new commercial airplanes is 33,500.  Over the long term, CCL believes these forecasts represent a substantial market for In-flight Entertainment (“IFE”) systems and in-flight content over the long-term.  CCL’s financial performance is dependent on the environment in which its business operates.  During the second half of 2008, global economic growth slowed as the US entered a recession.  As the global economic growth entered the recession it was assumed it would slow market growth over the next couple of years.  However, the CMO noted recent data suggests the global economy is recovering with the emerging economies, led by China, are expanding at a moderate rate.

Boeing has observed the resilience that global airline markets have shown over time is reflected in average annual passenger traffic growth of 5.1 percent and air cargo growth of 5.6 percent over the next 20 years. This growth was founded on world economic growth of 3.3 percent and further stimulated by liberalization of market regulations in many countries. It is tempered by the high oil prices and price volatility resulting from political unrest in the Middle East.

The introduction and acceptance of portable (non embedded or installed) IFE units is growing steadily.  The positive impact of these portable IFE units/systems is the trend towards lighter, less expensive IFE architecture, with the focus of such architecture being the individual seating area of each passenger.  Boeing has the strengthening trend toward smaller twin-aisle airplanes in the future is driven by passengers who prefer to travel directly between their points of origin and destination.

Looking ahead, the Asia-Pacific, Latin America and the Middle East to Asia regions’ traffic are growing at the fastest rates of 7.0%, 6.7% and 7.2% respectively.  Boeing’s CMO 2009 predicts that the Asia-Pacific (including within China) will become the largest internal market over the next 20 years, overtaking the market within North America.  Markets in Asia-Pacific have powerful combinations of large economies, rapid economic growth, and liberalizing markets.  These figures are a positive factor in CCL’s continuing strategy for initially targeting airlines in the Asia Pacific region.

Regional traffic trends are an important factor in CCL’s marketing strategies.  According to the Boeing CMO  annual passenger traffic will grow by 6.8 % in the Asia Pacific region; 5.1% in the Transpacific Region; 2.3% within North America; 4.0% within Europe; 6.7% within Latin America; 4.6% in Africa.

Creator Capital Limited. December 31, 2011 20-F  Page.7 

An observation by Sally Gethin in her March 2007 article in Aircraft Interiors International “All bets are off?” confirms CCL’s research and conclusions regarding the potential of Gaming on International airlines:  She states that gaming is a numbers game:  “Gambling over existing airline IFE systems could provide phenomenal returns for airlines – higher even than existing games offered on board according to research conducted by IMDC, which provides forecasting and surveys for airlines and IFE manufacturers.”

Gethin also quotes the 1995 Department of Transportation report to the US Congress that states that potential earnings of US$1 million per aircraft per annum are indeed possible.

Gethin also mentions CCL in the article under its former name; “During the 1990s, a company called IEL offered low stakes in-flight gambling to the international airline business and worked with Singapore Airlines to install the necessary software. This was short-lived due to incompatibility issues with the software and the IFE hardware, which impacted upon reliability.”  Such incompatibilities no longer exist.  Technology has improved to the point of offering not only much more sophisticated, embedded hardware, but also the very viable option of portable units.  Such portability echoes of CCL’s initial concept of a portable gaming device, which could be issued on the aircraft in exactly the same manner as the portable IMS Pea in the Pod and the DigePlayers are issued today.

Competition

There are currently four companies supplying the in-flight interactive PC games marketplace: Creator Capital, DTI, Nintendo, and Western Outdoor Interactive. CCL is currently a distant fourth in the industry.

IMDC reports that there are three main types of interactive software packages offered by games suppliers; games; gambling software, and educational software. Not all suppliers supply in all three areas. CCL currently offers games and gambling software (which are not currently installed on any aircraft).

Market and Marketing

In the very competitive airline market, airlines are seeking a distinctive, competitive edge to attract and retain paying customers.  Entertainment and service systems form a part of the airlines’ current business strategy. CCL believes that the principal benefit of its product to the airlines is the ability to enhance entertainment offerings to passengers. IFE systems are capital intensive; however, providing passenger service and comfort, especially for first and business class travelers, is a major area of competition for airlines. The target market for Sky Play® has been domestic and foreign airlines, which have committed to the purchase of, or already have installed IFE systems.

CCL's primary target market has been Asian and Pacific Rim airlines whose passengers, with certain exceptions, generally have a broad cultural acceptance of gaming.  The Company also believes that the Latin American markets also hold significant potential.

CCL believes that the principal benefits of its product to the airlines will be passenger satisfaction and airline participation in a potential alternate “non-ticket” revenue stream. IFE systems are capital intensive; however, providing passenger service and comfort, especially for first and business class travelers, is a major area of competition for airlines. The Company believes that new methods of increasing revenues while providing a high level of service will be seriously considered by the airlines; however, there can be no assurance that in-flight gaming will be among the alternatives considered by airlines. Although the system is designed for gaming using currency, the system could be adapted to "pay-for-play" mode in those circumstances where gaming utilizing currency is not legal and that a system utilizing frequent flyer credits and other rewards can be integrated as part of the gaming program.

CCL expects to derive its income from a split of gaming revenues with the airline. The Company does not anticipate selling its gaming products in order to generate revenue.  Airlines will receive a percentage of net revenue generated by Sky Games® on their respective flights. Passenger payouts and certain direct operating costs will be deducted from revenue and the "win" will be split on a negotiated basis.  Airlines have utilized similar revenue-sharing arrangement with other product/service providers, such as in-flight communication companies (e.g. GTE Airfone). CCL would provide certain training, banking, accounting and administrative functions.  The airline will provide the aircraft, the equipment, the passengers and in-flight personnel.

CCL is currently reviewing its future strategies in the airline market by researching and evaluating the process of developing several new games for the Sky Play® PC Interactive Games Catalogue, while updating some of the current games.  This will enable CCL to offer current client fresh material, while affording an opportunity to re-visit previous clients and potential new clients.  CCL is also currently re-evaluating and redesigning the Sky Games®®  In-flight Gaming System in order to ensure its smooth integration in to the newer, more sophisticated IFE hardware platforms being developed and introduced to the Airline Industry today.

Manufacturing

As a software producer and operator, the Company has no manufacturing capability.  CCL’s software is designed to interface with in-cabin hardware, including onboard computers, file servers, distribution and communication systems, manufactured by various suppliers for the airlines.

Major Customers

The Company’s Sky Play® customer is Sri Lankan Airways.

Creator Capital Limited. December 31, 2011 20-F  Page.8 

During the first quarter of 2002, American Airlines ceased to be a client due to budgetary restraints.  Malaysia Airlines ceased to be a client as they terminated their agreement with their contracted IFE Inflight content provider who was providing them with CCL Sky Play® games.  Continental Airlines also ceased to be a client at the end of the second quarter of 2002. During 2004 Air China decided to use the games provided with their new in-flight entertainment hardware. During 2005 Emirates Air also decided to use the games provide with their new in-flight entertainment hardware. During the last quarter of 2009 Japan Air Lines entered Bankruptcy. During the first quarter of 2010 they informed the Company of airplane retirements resulting in a reduced demand for Sky Play. During the last quarter of 2010 they informed the Company the last airplanes having the Sky Play games installed were retired.

C.     ORGANIZATIONAL STRUCTURE

The following chart outlines CCL’s corporate structure:

Currently, CCL’s 100% wholly owned subsidiaries, Creator Capital (Nevada), Inc. and CIEI (Canada), are inactive.

As at November 11, 2011 Creator Capital (Nevada), Inc.’s corporate registration was not renewed.

D.     PROPERTY, PLANT AND EQUIPMENT

The Company’s executive office is located at Floor Six, 65 Front Street, Hamilton HM12, Bermuda.

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

Year Ended December 31, 2011 and 2010

During the year ended December 31, 2011, the Company recorded revenue of $10,500 compared to $32,550 during the year ended December 31, 2010.  Subsequent to their declaration of Bankruptcy, JALAX/Japan Airlines retired their older airplanes.  During the last quarter of the year ended December 31, 2010, the last of their airplanes with the Sky Play games installed were retired.  They are no longer a client.

Preferred stock dividends of $601,870 for the year ended December 31, 2011 represented the 9% annual dividend on preferred shares plus the compounded portion on unpaid balance carried forward.  During 2010, the Company recorded $505,098 in dividends.

General and administrative expenses for 2011 were $146,795, as compared to $147,028 for 2010.  During 2011, audit fees rose, corporate administration decreased and Transfer Agent fees decreased to yield an overall decrease of $233 from 2010.  For 2010, the Company conducted the 2009 and 2010 Annual General Meetings, resulting in two years worth of costs, including extra transfer agent fees. With the appointment of Meridian Fiduciary Services as the Company’s resident agent and resident offices in Bermuda, corporate administrative expenses rose.  Clarifications and the refilling of the December 31, 2009 Form 20F with the SEC generated additional preparation and filing fees.

Professional fees are comprised of audit and legal fees which totaled $29,455 for 2011 compared with $23,966 for 2010. The increase in the audit fees for 2011 was offset by decrease in legal fees.

Year Ended December 31, 2010 and 2009

During the year ended December 31, 2010, the Company recorded revenue of $32,550 compared to $59,380 during the year ended December 31, 2009. Subsequent to their declaration of Bankruptcy, JALAX/Japan Airlines retired their older airplanes. During the last quarter of the year ended December 31, 2010, the last of their airplanes with the Sky Play games installed were retired. They are no longer a client.

Creator Capital Limited. December 31, 2011 20-F  Page.9 

Preferred stock dividends of $505,098 for the year ended December 31, 2010 represented the 9% annual dividend on preferred shares plus the compounded portion on unpaid balance carried forward. During 2009, the Company recorded $463,837 in dividends.

General and administrative expenses for 2010 were $81,062, as compared to $57,406 for 2009. During the year the Company conducted the 2009 and 2010 Annual General Meetings, resulting in two years worth of costs, including extra transfer agent fees. With the appointment of Meridian Fiduciary Services as the Company’s resident agent and resident offices in Bermuda, corporate administrative expenses rose. Clarifications and the refilling of the December 31, 2009 Form 20F with the SEC generated additional preparation and filing fees.

Professional fees are comprised of audit and legal fees which totaled $23,966 for 2010 compared with $14,160 for 2009. The drop in the audit fees for 2010 was offset by an increase in legal fees. Other corporate legal matters cost $12,846 for the year.

B.     LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2011, the Company had cash on hand of $3,036, with a working capital deficit of $7,504,637 (2010 $6,875,870).  Of this, $4,657,601 (2009 $4,055,731) was for dividends payable that have accrued on the preferred shares. T he Company is financing its operations through accounts payable and loans payable. The Company needs to raise additional capital. The Company is trying to raise funds through debt/equity financing. However, there is no assurance of additional funding being available.

During the year ended December 31, 2011, the Company received loan proceeds of $25,575 compared to $48,810 for the year ended December 31, 2010.

During the year ended December 31, 2011, the Company wrote off loans payable balances in the amount of $109,398 (2010: $nil) related primarily to loans payable that had remained unpaid for several years without any claims being made by these creditors against the Company.  Management does not consider that these amounts are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these balances in the future.

As at December 31, 2010, the Company had cash on hand of $9,786, with a working capital deficit of $6,875,870 (2009 $6,256,294).  Of this, $4,055,731 (2009 $3,550,663) was for dividends payable that have accrued over several fiscal periods on the preferred shares. The Company is financing its operations through accounts payable and loans payable. The Company needs to raise additional capital. The Company is trying to raise funds through debt/equity financing. However, there is no assurance of additional funding being available.

During the year ended December 31, 2010, the Company received loan proceeds of $48,810 (Cdn$50,000) compared to $23,435 for the year ended December 31, 2009.

Critical Accounting Policies

The preparation of the Company's financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.

Significant areas requiring the use of management estimates include the variables used in determining stock-based compensation. These estimates are based on management's best judgment. Factors that could affect these estimates include option term and expected volatility.

Management has made significant assumptions and estimates determining the fair market value of stock-based compensation granted to employees and non-employees. These estimates have an effect on the stock-based compensation expense recognized and the contributed surplus on the Company’s balance sheet. The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the Black-Scholes calculation is the term of the award since all grants are to non-employees. These estimates involve inherent uncertainties and the application of management judgment.

Recent Accounting Pronouncements – First time adoption of IFRS

IFRS 1, ‘First-time Adoption of International Financial Reporting Standards’ sets forth guidance for the initial adoption of IFRS.  The accounting policies in Note 3 have been applied in preparing the consolidated financial statements for the year ended 31 December 2011, the comparative information for the year ended 31 December 2010 and the preparation of an opening IFRS statement of financial position on 1 January 2010 (the “Transition Date”).  The IFRS standards are applied retrospectively at the Transition Date, unless certain optional and mandatory exemptions under IFRS 1 apply.

Share-based payments

IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2, ‘Share-based Payment’ to equity instruments that were granted on or before 7 November 2002, or equity instruments that were granted subsequent to 7 November 2002 and vested before the Transition Date.  The Company elected not to apply IFRS 2 to equity instruments that vested prior to the Transition Date.

Creator Capital Limited. December 31, 2011 20-F  Page.10 

Business combinations

IFRS 1 provides the option to apply IFRS 3, ‘Business Combinations’, retrospectively or prospectively from the Transition Date.  The Company elected not to retrospectively apply IFRS 3 to business combinations that occurred prior to its Transition Date.

Consolidated and separate financial statements

In accordance with IFRS 1, if a company elects to apply IFRS 3 retrospectively, IAS 27, ‘Consolidated and Separate Financial Statements’ must also be applied retrospectively.  As the Company elected not to apply IFRS 3 prospectively, the Company has also elected not to apply IAS 27 prospectively.

IFRS mandatory exception to retrospective application

In accordance with IFRS 1, the Company’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under Canadian generally accepted accounting principles (“Canadian GAAP”) unless there is objective evidence that those estimates were in error.  The estimates previously made by the Company under Canadian GAAP were not revised for application of IFRS.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.

C.     RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES ETC.

1.     Sky Play®

The U.S. Patent and Trademark Office granted CCL the following federal registrations:

November 5 2002	“Sky Play®” Logo and name
July 8, 2003	“Sky Play® International”  “We Make Time Fly” and Design

2.     Sky Games®

The U.S. Patent and Trademark Office granted CCL the following federal registrations:

April 14, 1998	“Sky Games®” logo and the slogan "We Make Time Fly"
August 26, 2003	“Sky Games® International” “We Make Time Fly” and Design
February 21, 2006	“Casino Class”
July 4, 2006	“Casino Class” “We Make Time Fly” and Design
February 24, 2006	“Sky Casinos International” “We Make Time Fly” and Design

The costs of these registrations were expensed in the period they were recorded.

D.     TREND INFORMATION

The marketplace for the Company’s main product line is not well established.  However, the Gaming Industry as a whole internationally is constantly undergoing changes, is intensely competitive and is subject to changes in customer attitudes, morals and preferences.  New products are being developed continuously by the Gaming Industry in order to satisfy customer demands.  The Sky Games® Interactive Gaming System is one of those products.  Changes in International Governmental regulations and laws are in a constant state of flux, and could adversely affect the ability of the Airlines to install such a system.  Changes in policies of companies or banks that handle payment processing systems or credit card transactions for gaming industry could have an adverse impact on the operation of the Sky Games® System

E.     OFF-BALANCE SHEET ARRANGEMENTS

 Not Applicable

F.     TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

 Not Applicable

Creator Capital Limited. December 31, 2011 20-F  Page.11

G.     SAFE HARBOUR

All financial information and statements provided have been fairly represented in accordance with International Financial Reporting Standards.

ITEM 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.     DIRECTORS AND SENIOR MANAGEMENT

Name	Position	Principal Occupation	Term of Office
Anthony P Clements Age 66	Director	Investment Banker	Director 1992-Present
Deborah Fortescue-Merrin Age 56	President & C.E.O. Director	President of CCL President of North American Medical Services Inc.	Director  1995-1997 Director  1999-Present President 1999-Present
Anastasia Kostoff-Mann Age 64	Vice-President Director	Founder and Chairman Corniche Group of Companies	Director 1993-1996 Director 1999-Present

ANTHONY P. CLEMENTS has been a director of the Company since March of 1992. Mr. Clements is currently Head of Corporate Finance at ODL Securities. He began his career specializing in natural resources, having gained a B.Sc. in Economics followed by a post-graduate course in accountancy. He joined the Electricity Pension Fund in 1970 as Senior Investment Analyst before moving on in 1973 to the Post Office Pension Fund, latterly renamed Postel and now Hermes. As an Investment Manager, Tony spent several years managing Postel’s resource portfolio before moving on to manage billion dollar North American portfolio.  In 1987 Mr. Clements moved over to the 'sales' side of the investment industry, becoming involved with corporate finance and North American resource issues in particular. Prior to taking up his current position with ODL Securities, Tony joined T. Hoare and Co, renamed Canaccord, in 1994.

DEBORAH FORTESCUE-MERRIN has been a director of the Company since September 10, 1999, and she was previously a director of the Company from October 1995 to October 1997. Mrs. Merrin is Vice-President of J. Perot Financial Corp., a private investment management firm located in Vancouver, British Columbia, Canada. Previous to joining J. Perot Financial, Mrs. Merrin was a securities broker for twelve years, and worked in the area of corporate finance from 1989-1992, specializing in special situations concerning medical issues. Mrs. Merrin is also the President and a Director of North American Medical Services Inc. which trades on the Toronto Venture Exchange.

ANASTASIA KOSTOFF-MANN has been a director since September 10, 1999, and she was previously a director of the Company until September 1996. Ms Mann has over 30 years experience in the hotel, sales and marketing, and travel industry. She is the founder and chairman of the Corniche Group of Companies, overseeing all aspects of travel and meeting management for corporate accounts.  Ms Mann was the first female corporate sales manager for Hilton Hotels corporations based in Los Angeles, Director of Sales and Marketing at the Beverly Wilshire Hotel, Beverly Hills, California, and the first US President of Operations, Mark Allen Travel, now the entertainment division of American Express.  She is a lifetime director and former President and Chairman of the International Travel & Tourism Research Association (TTRA). Ms Mann is a founding member of the California Travel & Tourism Commission, where she currently serves as Commissioner and sits on the Executive Committee. She also sits on the council of the Woodrow Wilson International Center in Washington D.C.

Creator Capital Limited. December 31, 2011 20-F  Page.12 

B.           COMPENSATION

All of the directors of the Company are reimbursed for out-of-pocket expenses. The directors of the Company receive no other compensation.

The following table sets forth all compensation for services in all capacities to the Company for the three most recently completed fiscal years in respect of each of the individuals who served as the Chief Executive Officer during the last completed fiscal year and those individuals who were, as of December 31, 2011, the executive officers of the Company whose individual total compensation for the most recently completed financial year exceeded $100,000 (collectively, the "Named Executive Officers") including any individual who would have qualified as a Named Executive Officer but for the fact that individual was not serving as such an Officer at the end of the most recently completed financial year:

SUMMARY COMPENSATION TABLE
		Annual Compensation			Long Term Compensation Awards
Name and Principal Position	Fiscal Year Ended	Consulting fees ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards (#)	Securities Underlying Options (#)
Anthony Clements (Director)	12/31/11 12/31/10 12/31/09	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Deborah Fortescue-Merrin Chairman (Director)	12/31/11 12/31/10 12/31/09	$42,000* $42,000* $42,000*	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Anastasia Mann (Director)	12/31/11 12/31/10 12/31/09	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil

*by way of related consulting entity

As at December 31, 2011 there were at total of 6,950,000 outstanding options to purchase common shares granted to the directors. These options have an exercise price of $0.25 per common share expiring on April 6, 2012.  Therefore, as at the date of this document, these options have expired.

TOTAL OUTSTANDING OPTIONS GRANTED TO DIRECTORS

Name	No of Securities Underlying Options Granted (#)		Exercise or Base Price ($/share)		Expiration Date
Anthony Clements		1,000,000(1)	$	0.25	April 6, 2012
Deborah Fortescue-Merrin		1,500,000(1)	$	0.25	April 6, 2012
Anastasia Mann		1,000,000(1)	$	0.25	April 6, 2012

      (1) Options granted to each director of the Company under a Stock Option Agreement

C.     BOARD PRACTICES

Election of Directors and Terms of Service

As of the date of this Document, The Board of Directors is currently comprised of three members, including the Chairman and CEO. Directors are elected annually by an ordinary resolution at the Annual General Meeting of Shareholders.  Each director is elected for a term of one year, and may be re-elected annually for an additional one year term by the shareholders.  There are no limits as to how long any individual director may serve on the Board.

Service Contracts

CCL does not currently have any service contracts or any other contracts with any of the members of the Board of Directors.

Creator Capital Limited. December 31, 2011 20-F  Page.13 

Audit Committee

The Audit Committee of the Board currently consists of Deborah Fortescue-Merrin and Anthony Clements. The principal functions of the Audit Committee are to make recommendations to the Board regarding; (i) its independent auditors to be nominated for election by the shareholders; (ii) to review the independence of such auditors; (iii) to approve the scope of the annual audit activities of the independent auditors; (iv) to approve the audit fee payable to the independent auditors; (v) and to review such audit results. The audit committee did not hold any meetings during the fiscal year ended December 31, 2011.

Compensation Committee

The Compensation Committee currently consists of Anastasia Kostoff-Mann, and Anthony Clements. The Compensation Committee did not hold any meetings during the fiscal year ended December 31, 2011. For information on the duties and actions of the Compensation Committee, see "Report on Compensation".

Report on Compensation

Deborah Fortescue-Merrin served as President and Chairman of CCL in the fiscal year 2011. She has not been compensated for the years ended December 31, 2009, 2010 and 2011. She was granted 1,500,000 options exercisable at $0.25 per share during 2007.  These options expired April 6, 2012

D.     EMPLOYEES

Currently, CCL does not employ any personnel. Corporate and business operations are handled by outsourced providers.

E.      SHARE OWNERSHIP

As of December 31, 2011 based on information supplied to the Company, CCL's directors and executive officers as a group may be deemed to own beneficially (including shares purchased upon exercise of stock options and warrants, exercisable within 60 days) 3.92% of the outstanding shares of common stock. To the knowledge of the directors and officers of the Company, the following directors and officers of the Company and owners of five percent (or more) of the outstanding common stock (see Item 7 Major Shareholders and Related Party Transactions below) beneficially own the shares of common stock set forth below.

Name	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Anthony P. Clements (2)	1,000,000 – Options	1.14%
Deborah Fortescue-Merrin (3)	1,500,000 – Options   48,500 – Direct	1.77%
Anastasia Kostoff-Mann (4)	1,000,000 – Options	1.14%

(1) Percent of class is determined by dividing the number of shares beneficially owned by the outstanding number of shares of the Company, and increased by options outstanding (which are currently exercisable) for the respective individuals;

(2) Includes, options for 1,000,000 under the April 6, 2007 Stock Option Agreement.  These Options expired April 6, 2012.

(3) Does not include 1,406,870 shares of Common Stock held by a charitable foundation (Missy Foundation) of which Deborah Fortescue-Merrin is a director.  Includes options for 1,500,000 under the April 6, 2007 Stock Option Agreement.  These Options expired April 6, 2012.

(4) Includes options for 1,000,000 under the April 6, 2007 Stock Option Agreement.  These Options expired April 6, 2012.

Creator Capital Limited. December 31, 2011 20-F  Page.14 

ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.     MAJOR SHAREHOLDERS

As of December 31, 2011, there were 240 shareholders of record in the United States holding a total of 31,946,788 of the 87,467,288 outstanding common shares of the Company.  The following persons or corporations beneficially owned directly or indirectly, or exercised control of greater than 5% of the issued and outstanding shares of the Company.

Name of Shareholders and Jurisdiction	Number of Shares Owned		Percentage of Total Outstanding*
CEDE & CO – United States**		11,250,484		12.86	%
HARRAH’S INTERACTIVE INVESTMENT COMPANY		6,886,915		7.87	%
Jiang Man Securities Ltd., Hong Kong		4,559,958		5.21	%
Pebble Mill Investments Ltd., Hong Kong		4,413,560		5.05	%
Galleria Ventures Inc., Grenada		4,398,740		5.03	%

*Based upon 87,467,288 issued and outstanding common shares of the Company as of December 31, 2009

** Depository Trust Company holds shares on behalf of the beneficial owners whose identity is not known to the Company.

To the best of the Company’s knowledge, there are no arrangements or agreements which would result in a change of control of the Company at a future date.

B.     RELATED PARTY TRANSACTIONS

A company controlled by management (the owner being Rex E. Fortescue, the father of the President of the Company) provides consulting services to the Company.  During the year ended December 31, 2011, the Company incurred $42,000 in said consulting fees (2010: $42,000; 2009: $42,000).  During the year ended December 31, 2011, the Company incurred $1,806 in disbursements (2010: $1,967; 2009: $5,447).

A company controlled by management of the Company (the owners being Rex E. Fortescue, the father of the President of the Company, and Richard E. Fortescue, the brother of the President of the Company) provides accounting services to the Company.  During the year ended December 31, 2011, the Company incurred $27,000 (2010: $26,500; 2009: $26,500) in accounting fees. Disbursements of $8,767 were charged during the year (2010: $13,009; 2009: $5,111)

Included in accounts payable and accrued liabilities at December 31, 2011 is $376,852 (2010: $304,101; 2009: $251,975) owing to directors and companies with common directors with respect to unpaid fees and expenses.  These amounts are unsecured, non-interest bearing and have no specific terms for repayment.

As at December 31, 2011, the Company owes $6,541 (2010, $6,042; 2009: $5,500) to a company controlled by the President of the Company for cash advances which bear interest at 10% per annum, is unsecured, and due on January 1, 2012.

As at December 31, 2011, the Company owes $45,600 (2010: $36,626; 2009: $33,532) to a company controlled management for cash advances which bear interest at 10% per annum and is unsecured. $7,500 is due on demand, $15,000 is due on March 1, 2012, and $8,435 is due on March 15, 2012.  Both have been extended for an additional year.

All of the above transactions have been in the normal course of operations and have been recorded at their exchange amounts, which are the amounts agreed upon by the transacting parties.

C.     INTERESTS OF EXPERTS AND COUNSEL

Not applicable

ITEM 8.   FINANCIAL INFORMATION

A.     CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The Company’s audited consolidated financial statements for the year ended December 31, 2011 are included in Item 17 of this Annual Report.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At December 31, 2011, the Company had not yet achieved profitable operations, has accumulated losses of $72,062,469 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company will require additional financing in order to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due.  While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future, particularly in light of current global economic conditions.  Accordingly, these financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern.  If the going concern assumption was not used then the adjustments required to report the Company’s assets and liabilities on a liquidation basis could be material to these financial statements

Creator Capital Limited. December 31, 2011 20-F  Page.15 

B.     LEGAL PROCEEDINGS;

The Directors and the management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

The Directors and the management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

C.     DIVIDEND POLICY

There have been no dividends paid to common stockholders since the inception of the Company on January 28, 1981. The Company currently intends to retain any earnings it may achieve for use in its business, and therefore does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be made by the Board of Directors in light of the earnings, financial position, capital requirements, credit agreements and such other factors as the Board of Directors deems relevant

D.     SIGNIFICANT CHANGES

On January 10, 2010 Japan Airlines applied for court protection under the Japanese Corporate Rehabilitation Law (the Japanese equivalent of the U.S. Chapter 11 Bankruptcy). The Company’s client, JALUX Inc., is the airline’s procurement business subsidiary. It provides the airline with all its in-flight supplies and the in-flight entertainment. Jalux informed the Company of Japan Airlines’ airplane retirements, resulting in a reduced demand for Sky Play.  As of October 1, 2010 the last of the airplanes in which Sky Play games were installed were retired. JALUX is no longer a Sky Play client.

ITEM 9.  THE OFFER AND LISTING

A.     LISTING DETAILS

Since May 2007, the company’s shares have traded on both the NASDAQ OTC Bulletin Board (OTCBB) and the Pink Sheets under the symbol “CTORF”. Since August 3, 2005, the Company’s common shares have traded on the Pink Sheets under the symbol “CTORF”.  Prior to August 3, 2005 and since October 16, 2000 the Company’s Common Shares have traded on the OTC Bulletin Board under the symbol “CTORF”. Prior to October 16, 2000 and since March 25, 1999, the Company’s common shares had traded on the OTC Bulletin Board under the symbol “IELSF.” From July 8, 1997 until March 24, 1999, the Company's common shares had been traded on the NASDAQ SmallCap Market under the symbol "IELSF." From March 1, 1994 until July 8, 1997, the Company's common shares traded on the NASDAQ SmallCap Market under the symbol "SKYGF." Prior to March 1, 1994, there was no trading market for the securities of the Company in the United States of America. The Company's common shares were traded on the Vancouver Stock Exchange under the symbol "CEV” until voluntarily de-listed by the Company on December 30, 1994.

On October 5, 1998, the Company was notified by NASDAQ that the Company’s shares had failed to maintain a bid price greater than or equal to $1.00 per share for the prior thirty consecutive trading days and were therefore subject to delisting. The delisting was effective on March 24, 1999.

The table below sets forth, for the periods indicated the reported high and low closing prices of the Common Stock as reported by the NASDAQ SmallCap and OTC Bulletin Board Markets.

Last six calendar months:

Last Six Calendar Months
	High		Low
April 2012	$	0.01	$	0.007
March 2012	$	0.006	$	0.006
February 2012	$	0.01	$	0.007
January 2012	$	0.01	$	0.005
December 2011	$	0.0025	$	0.003
November 2011	$	0.0025	$	0.003

Creator Capital Limited. December 31, 2011 20-F  Page.16 

Each fiscal quarter within the last two years:

	Twelve Months Ended
	December 31, 2010				December 31, 2011
	High		Low		High		Low
First Quarter	$	0.0050	$	0.0005	$	0.006	$	0.005
Second Quarter	$	0.0050	$	0.0030	$	0.007	$	0.0055
Third Quarter	$	0.0050	$	0.0050	$	0.005	$	0.0035
Fourth Quarter	$	0.0100	$	0.0050	$	0.0035	$	0.0012

Last five full financial years:

Last Five Full Financial Years
	High		Low
2011	$	0.007	$	0.0012
2010	$	0.0100	$	0.0030
2009	$	0.0200	$	0.0005
2008	$	0.0420	$	0.0010
2007	$	0.1200	$	0.0200

ITEM 10. ADDITIONAL INFORMATION

A.     SHARE CAPITAL

The Class A Preferred shares are non-voting and are convertible at any time into common shares at the option of the holder. The number of common shares will be determined by dividing $1,000 per share of Class A Preferred shares, plus any accrued and unpaid dividends thereon by a conversion price equal to 60% of the market price. Dividends on the Class A Preferred shares are cumulative and payable quarterly at an annual dividend rate of 9%. CCL, at its option, may redeem the Class A Preferred shares, in whole or in part, at any time and from time to time, at a redemption price of $1,000 per share, plus any accrued and unpaid dividends thereon.  CCL is not required to redeem the Class A Preferred shares.

In 1997, CCL exchanged a promissory note in the amount of $2,737,000 for 2,737 Class A Preference shares at $1,000 per share. In 1998, CCL redeemed 500 of the Class A Preference shares at their redemption price of $1,000 per share. As of December 31, 2010, 2,237 Class A Preferred stock remained outstanding.

Dividends on the Class A Preferred shares for the years ended December 31, 2011 and 2010 were $601,870 and $505,098, respectively. They remain unpaid and are in arrears.

Under US GAAP, for financial statement presentation purposes, the balance of the preferred shares is reflected on the balance as temporary equity because the ability to issue common shares in the event of a preferred share conversion is not within the control the Company.

B.     MEMORANDUM AND ARTICLES OF ASSOCIATION

This information has been reported previously. See Exhibits 3.i(a), 3.i(b), 3.ii (detailed below) – Incorporated by reference.

3.i(a)	Articles of Incorporation (Yukon Territory).  (Incorporated by reference to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on October 12, 1993.)
3.i(b)	Certificate of Continuance (Bermuda).  (Incorporated by reference to Exhibit 1.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)
3.ii	By-Laws as amended.  (Incorporated by reference to the same numbered exhibit to the Registrant's Annual Report on Form 10-K/A No. 2 as filed with the SEC on July 8, 1998.)

C.     MATERIAL CONTRACTS

Creator Capital Limited. December 31, 2011 20-F  Page.17 

 Not Applicable

D.     EXCHANGE CONTROLS

An exempted company is classified as non-resident in Bermuda for exchange control purposes by the Bermuda Monetary Authority ("BMA"). Accordingly, the Company may convert currency (other than Bermudian currency) held for its account to any other currency without restriction.

Persons, firms or companies regarded as residents of Bermuda for exchange control purposes require specific consent under the Exchange Control Act 1972 of Bermuda, and regulations there under, to purchase or sell shares or warrants of the Company which are regarded as foreign currency securities by the BMA. Before the Company can issue any further shares or warrants, the Company must first obtain the prior written consent of the BMA.

E.      TAXATION

The following paragraphs set forth, in general terms, certain United States and Bermudian income tax considerations in connection with the ownership of common shares of the Company. The tax considerations relevant to the ownership of common shares of the Company are complex, and the tax consequences of such ownership may vary depending on the individual circumstances of the shareholder. Accordingly, each shareholder and prospective shareholder is urged to consult his own tax advisor with specific reference to the tax consequences of share ownership in his own situation. In addition, there may be relevant state, provincial or local income tax considerations which are not discussed.

United States Federal Income Tax Considerations

Passive Foreign Investment Company:  Because substantially all of the Company's recent income has consisted of interest, the Company believes that it presently constitutes a passive foreign investment company (a "PFIC") within the meaning of (S) 1295 of the Internal Revenue Code of 1986, as amended. A foreign corporation is a PFIC if 75% or more of its gross income for the taxable year is from passive sources such as interest and dividends, or if the average percentage of its assets during the year that produce passive income is at least 50%.

Certain adverse tax consequences apply to U.S. persons who are shareholders of a PFIC.  Specifically, U.S. shareholders of a PFIC are subject to maximum rates of tax plus an interest charge on "excess distributions," which includes gain on the sale of PFIC shares as well as certain distributions.  The interest charge is based upon the value of the deemed tax deferral, and on the assumption that the excess distribution was earned pro rata over the shareholder's holding period. In addition, a U.S. shareholder who uses PFIC stock as security for a loan is treated as having disposed of the stock; a transfer of the PFIC stock may fail to qualify for non-recognition treatment that would otherwise be available; special foreign tax credit limitations will apply to a U.S. shareholder with respect to earnings of the PFIC; a U.S. shareholder will not be entitled to a basis step-up in the basis of PFIC stock at death; and the Company will continue to be treated as a PFIC throughout a U.S. shareholder's holding period, even if it no longer satisfies the income or asset tests for a PFIC described above.

The foregoing adverse tax consequences, other than the loss of the step-up in basis at death, generally will not apply if (i) the U.S. shareholder has elected to treat the PFIC as a qualified electing fund ("QEF") for each taxable year in the shareholder's holding period beginning after December 31, 1986 for which the Company was a PFIC, and (ii) the Company complies with reporting requirements to be prescribed by the IRS. In general U.S. shareholders of a QEF are taxable currently on their pro rata share of the QEF's ordinary income and net capital gain, unless they elect to defer payments of tax on amounts included in income for which no distribution has been received, subject to an interest charge on the tax deferral.

THE QEF ELECTION FOR A TAXABLE YEAR MUST BE FILED BY THE DUE DATE (PLUS EXTENSIONS) FOR FILING THE U.S. SHAREHOLDER'S INCOME TAX RETURN FOR THE YEAR. A U.S. shareholder makes the election by filing a "Shareholder Election Statement," a "PFIC Annual Information Statement" and Form 8621 with its tax return. A copy of the Shareholder Election Statement must also be filed with the IRS Center in Philadelphia.

If the Company has been a PFIC for a taxable year beginning after December 31, 1986 which includes any portion of a U.S. shareholder's holding period, the U.S. shareholder may still make a QEF election for the Company and, if so, may also elect to recognize any gain inherent in the shareholder's PFIC stock, as of at the beginning of the first year in which the Company becomes a QEF, as an excess distribution. A U.S. shareholder who makes this gain-recognition election will thereafter not be subject to the tax regime for excess distributions described above.

For so long as the Company remains a PFIC, the Company intends to comply with the reporting requirements that will be prescribed in Treasury Regulations, and to make available to its U.S. shareholders upon request a PFIC Annual Information Statement to enable them to make QEF elections.

Gain on Disposition; Distributions. Under certain limited circumstances, non-U.S. shareholders will be subject to U.S. federal income taxation at graduated rates upon gain or dividends, if any, with respect to their common shares, if such gain or income is treated as effectively connected with the conduct of the recipient's U.S. trade or business. Dividends, if any, paid to U.S. persons will be generally subject to U.S. federal ordinary income taxation, except for dividends of earnings that were previously taxed under the QEF rules discussed above. Dividends will not be eligible for the deduction for dividends received by corporations (unless such corporation owns by vote and value at least 10% of the stock of the Company, in which case a portion of such dividends may be eligible for such deduction). U.S. persons will be entitled, subject to various limitations including the so-called "basket limitations," to a credit for Canadian federal income tax withheld from such dividends.

Creator Capital Limited. December 31, 2011 20-F  Page.18

Foreign Personal Holding Company and Controlled Foreign Company: The Company would be a foreign personal holding company ("FPHC") for a taxable year if more than 50% of its total combined voting power or the total value of its stock were owned, actually or constructively, by five or fewer U.S. individuals and 60% or more of its gross income were derived from passive sources such as interest or dividends. The Company would be a controlled foreign corporation ("CFC") if more than 50% of the voting power or value of its stock were owned, directly or indirectly, by U.S. persons each of whom own 10% or more of the voting power of the Company's stock. The Company does not believe that it is an FPHC or a CFC. If the Company were, or were to become, an FPHC or a CFC, some or all U.S. shareholders would be required to include in their taxable income certain undistributed amounts of the Company's income.

Reporting: Any U.S. person who owns 5% or more in value of the stock of the Company may be required to file IRS Form 5471 with respect to the Company and its non-U.S. subsidiaries and to report certain acquisitions or dispositions of the stock of the Company. Annual filings of Form 5471 would be required from any U.S. person owning 50% or more of the stock of the Company or, if the Company were an FPHC or a CFC, from certain U.S. persons owning 10% or more of the stock of the Company. U.S. shareholders of the Company while it is a PFIC must filed Form 8621 with the IRS.

Bermudian Income Tax Considerations

Under present Bermuda law, no withholding tax on dividends or other distributions, nor any Bermuda tax computed on profits or income or on any capital asset, gain or appreciation will be payable by the Company on its operations, nor is there any Bermuda tax in the nature of estate duty or inheritance tax applicable to shares, debentures or other obligations of the Company. Furthermore, upon continuance of the Company in Bermuda, the Minister of Finance (Bermuda) gave the usual assurance under the Exempted Undertakings Tax Protection Act 1966 of Bermuda that no such taxes shall be so applicable until March 28, 2016, although this assurance will not prevent the imposition of any Bermuda tax payable in relation to any land in Bermuda leased or let to the Company or to persons ordinarily resident in Bermuda.

The Company is required to pay an annual Government fee (the "Government Fee"), which is determined on a sliding scale by reference to a company's authorized share capital and share premium account, with the minimum fee being BD$1,680 and the maximum BD$25,000 (the Bermuda dollar is treated at par with the U.S. dollar). The Government Fee is payable at the end of December in every year and is based on the authorized share capital and share premium account as they stood at August 31 in the preceding year.

Canadian Income Tax Considerations

Through the Company’s President, who resides in Canada, the Company may be subject to Canadian Corporate Income Tax. The Company has never filed any tax returns in Canada, and maybe subject to interest and penalties.

F.      DIVIDENDS AND PAYING AGENTS

Not applicable

G.     STATEMENT BY EXPERTS

Not Applicable

H.     DOCUMENTS ON DISPLAY

The documents described herein may be inspected at the Company’s Registered Office during normal business hours, at:

Floor Six

65 Front Street

Hamilton

Islands of Bermuda HM12

I.       SUBSIDIARY INFORMATION

Not applicable

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Creator Capital Limited. December 31, 2011 20-F  Page.19

Not applicable

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITIY HOLDERS AND USE OF PROCEEDS

Not applicable

ITEM 15. CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.

Our principal executive officer and principal financial officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2011. Based on that review and evaluation, the principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were not effective.

(b)  Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As at December 31, 2011, management assessed the effectiveness of our internal controls over financial reporting and concluded that such internal controls over financial reporting were not effective and that there were material weaknesses in our internal controls over financial reporting. The material weaknesses were lack of segregation of duties and limited technical level knowledge of more complex generally accepted accounting principles.

In light of the existence of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

(c)  Attestation Report of Registered Public Accounting Firm

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Form 20-F Annual Report.

(d)  Changes in internal controls over financial reporting

There were no changes that occurred during the period covered by this Form 20-F, that materially affected, or are likely to materially affect our internal control over financial reporting.

Creator Capital Limited. December 31, 2011 20-F  Page.20 

ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.

A.     AUDIT COMMITTEE FINANCIAL EXPERT

The Company has determined that Deborah Fortescue-Merrin qualifies as an audit committee financial expert serving on its audit committee.  Deborah Fortescue-Merrin is not independent.

B.     CODE OF ETHICS

On November 19, 2004, the Company adopted a written Code of Business Conduct and Ethics (the “Code”), which applies to all of the Company’s Directors, Officers and Employees. These standards have been adopted in order to promote the highest of ethical standards.  A copy of the Code of Ethics is available at the Company’s website at” www.creatorcapital.com “.

In the event of an amendment or waiver from any provision in the Code of Ethics, such information will be disclosed in the Company’s Annual Report.

C.     PRINCIPAL ACCOUNTING FEES AND SERVICES

Pre-approval policies and procedures: in accordance with the Sarbanes-Oxley Act of 2002, audit services and all non-audit services to be rendered by the Company’s auditors, is approved in advance by the Company’s Audit Committee. The Audit Committee is informed of each service actually rendered that was approved through its pre-approval process. The Audit Committee has the authority to pre-approve audit services up to a maximum cost of $35,000 and individual non-audit services up to a maximum cost of $5,000 per year.  Saturna Group Chartered Accountants LLP has served as the Company’s principal accountant since 2009.  For the year ended December 31, 2011 James Stafford, Inc. Chartered Accountants became the Company’s auditors.

	2011 $	2010 $
Audit fees	13,051	10,000
Audit related fees	–	–
Tax fees	–	–
All other fees	–	–
Total	13,051	10,000

D.     EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable

E.     PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There have been no purchases of the Company's common shares by the Company or affiliated purchasers during the period covered by this report.

F.  CHANGE IN CERTIFYING ACCOUNTANT

A.1  Saturna Group Chartered Accountants LLP, has serviced as the Company’s principal accountant since 2009.

i.   As at February 25, 2012, the effective date, the Board of Directors of the Company deemed Saturna Group Chartered Accountants LLP as dismissed.

ii.   Saturna Group Chartered Accountants LLP’s report on the Company financial statements for the periods ended December 31, 2010 and December 31, 2009 did not contain any adverse opinion, no disclaimer of opinion, nor was qualified, modified as to uncertainty, audit scope, or accounting principles.  During the preceding two years, and the subsequent interim periods, before for the dismissal there were NO disagreements on any matter of accounting principles or practices, financial disclosure, or any audit scope or procedure.

iii.   The Board of Directors recommended and approved the decision to no longer use the services of Saturna Group Chartered Accountants LLP.

iv.   During the years ended December 31, 2010 and December 31, 2009, and all the interim periods preceding the February 25, 2012 effective date, there NO disagreements with Saturna Group Chartered Accountants LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

Creator Capital Limited. December 31, 2011 20-F  Page.21

v.   During the years ended December 31, 2010 and December 31, 2009 and all the interim periods preceding the February 25, 2012 Saturna Group Chartered Accountants LLP DID NOT:

    (A)  advise the Company that its internal controls necessary to develop reliable financial statements did not exist,

    (B) advise the Company that information had come to their attention that led it no longer was able to reply on management’s representations or management prepared financial statements,

    (C) (1) advise the Company of the need to expand significantly the scope of their audit, nor that information has come to their attention during the period covered hereto that, if further investigated, may have (i) materially impacted on the fairness or the reliability of either a previously issued audit report or the underlying financial statements, (ii) cause them to be unwilling to rely on the Company’s representations or be associated with the Company’s financial statements

    (C) (2) be unable to expand the scope of its audit or conduct further investigation due to its dismissal.

    (D) (1) have to advise the Company that information had come to their attention that they concluded would have materially impacted the fairness or the reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent financial statements covered by audit report (including such information that, unless it was resolved to their satisfaction, would have prevented them from rendering an unqualified audit report on those financial statements.

    (D) (2) leave any issue that was unresolved to their satisfaction prior to their dismissal.

A.2  On February 25, 2012 the Company appointed James Stafford, Inc. Chartered Accountants as the Principal accountant responsible for the audit of the consolidated financial statements for the year ended December 31, 2011.  During the years ended December 31, 2009 and December 31, 2010 and all the interim periods preceding the February 25, 2012 effective date the Company, nor any representative, DID NOT consult James Stafford, Inc. Chartered Accountants regarding:

(i) the application of accounting principles to a specified transaction, either completed nor proposed, or the type of audit opinion that might have rendered on the Company’s financial statements.  A written report was NOT provided to the Company nor any oral advice provided from James Stafford, Inc. Chartered Accountants that they concluded was an imported factor to be considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or

(ii) any matter that was either the subject of any disagreement, as covered under Item 16F(A)(1)(iv), or a reportable event, as covered under Item 16F(A)(1)(v).

A.3  Attached under C. Exhibits, is the letter from Saturna Group Chartered Accountants  LLP addressed to the Securities and Exchange Commission pertaining this Item 16F.

ITEM 17.CONSOLIDATED FINANCIAL STATEMENTS

The Company’s audited consolidated financial statements are stated in US dollars and are prepared in accordance with International Financial Reporting Standards, the application of which, in the case of the Company, conforms in all material respects for the periods presented with US GAAP, except as discussed in the notes to the consolidated financial statements.

A.     Financial Statements

Independent auditors’ report

Consolidated statements of financial position as at December 31, 2011 and 2010 and January 1, 2010

Consolidated statements of operations for the years ended December 31, 2011 and 2010

Consolidated statements of shareholder's deficit for the years ended December 31, 2011 and 2010

Consolidated statements of cash Flows for the years ended December 31, 2011 and 2010

Notes to the consolidated financial statements

Creator Capital Limited. December 31, 2011 20-F  Page.22 

Creator Capital Limited

Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

James Stafford

James Stafford, Inc.

Chartered Accountants

Suite 350 – 1111 Melville Street

Vancouver, British Columbia

Canada V6E 3V6

Telephone +1 604 669 0711

Facsimile +1 604 669 0754

www.JamesStafford.ca

INDEPENDENT AUDITOR’S REPORT

To the Shareholders of Creator Capital Limited

We have audited the accompanying consolidated financial statements of Creator Capital Limited, which comprise the statements of financial position as at 31 December 2011, 31 December 2010 and 1 January 2010, the consolidated statements of loss and comprehensive loss, cash flows and changes in equity for the years ended 31 December 2011 and 2010, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Creator Capital Limited as at 31 December 2011, 31 December 2010 and 1 January 2010 and the results of its operations and its cash flows for the years ended 31 December 2011 and 31 December 2010 in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements, which describes matters and conditions that indicate the existence of a material uncertainty that may cast significant doubt about the ability of Creator Capital Limited to continue as going concern.

Chartered Accountants

Vancouver, Canada

25 April 2012

Creator Capital Limited

Consolidated Statements of Financial Position

(Expressed in U.S. dollars)

			As at 31 December			As at 31 December			As at 1 January
	Notes		2011			2010			2010
				$			$			$
							(Note 4)			(Note 4)
ASSETS
Current assets
Cash and cash equivalents		6		3,036			9,786			7,958
Trade receivables		7		-			1,750			11,600
Prepaid expenses		8		2,017			1,343			-
Total assets				5,053			12,879			19,558
EQUITY AND LIABILITIES
Current liabilities
Trade and other payables		9, 16		479,395			390,667			339,805
Loans payable		10, 16		135,251			204,908			147,971
Accrued dividends payable		11		4,657,601			4,055,731			3,550,633
Preferred shares		11		2,237,443			2,237,443			2,237,443
Total liabilities				7,509,690			6,888,749			6,275,852
Equity
Common shares		12		874,673			874,673			874,673
Contributed surplus		12		63,362,764			63,362,764			63,362,764
Stock options reserve		12		320,395			320,395			320,395
Deficit				(72,062,469	)		(71,433,702	)		(70,814,126	)
Total equity				(7,504,637	)		(6,875,870	)		(6,256,294	)
Total equity and liabilities				5,053			12,879			19,558

APPROVED BY THE BOARD:
“Deborah Fortescue-Merrin”	“Anthony Clements”
Director	Director

The accompanying notes are an integral part of these consolidated financial statements.

Page | 1

Creator Capital Limited

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in U.S. dollars)

			Year ended 31 December
	Notes		2011			2010
				$			$
							(Note 4)
Revenue				10,500			32,550
Administration expenses
Consulting fees		16		42,000			42,000
Corporate administration		16		33,800			38,840
Interest				11,508			8,495
Office and miscellaneous				13,417			14,993
Professional fees				29,455			23,965
Shareholder relations				2,371			2,580
Transfer agent and filing fees				14,244			16,155
Total administration expenses				146,795			147,028
Loss before other items				(136,295	)		(114,478	)
Preferred share dividends		11		(601,870	)		(505,098	)
Write off of loans payable		10, 18		109,398			-
Net loss and comprehensive loss for the year				(628,767	)		(619,576	)
Loss per share
Basic and diluted		13		(0.01	)		(0.01	)

The accompanying notes are an integral part of these consolidated financial statements.

Page | 2

			Year ended 31 December
	Notes		2011			2010
				$			$
							(Note 4)
OPERATING ACTIVITIES
Loss before tax				(628,767	)		(619,576	)
Adjustments for:
Foreign exchange loss				3,824			1,460
Write off loans payable		10, 18		(109,398	)		-
Accrued interest		10		10,342			6,667
Accrued dividends payable		11		601,870			505,098
Operating cash flows before movements in working capital
Decrease in trade receivables				1,750			9,850
Increase in prepaid expenses				(674	)		(1,343	)
Increase in trade and other payables				88,728			50,862
Cash used in operating activities				(32,325	)		(46,982	)
FINANCING ACTIVITIES
Proceeds from loans payable		10		25,575			48,810
Cash from financing activities				25,575			48,810
Increase (decrease) in cash and cash equivalents				(6,750	)		1,828
Cash and cash equivalents, beginning of year				9,786			7,958
Cash and cash equivalents, end of year				3,036			9,786
Supplemental disclosures:
Interest paid				-			-
Taxes paid				-			-

The accompanying notes are an integral part of these consolidated financial statements.

Page | 3

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Consolidated Statements of Changes in Equity

(Expressed in U.S. dollars)

	Number of shares		Common shares		Contributed surplus		Stock options reserve		Deficit			Total
				$		$		$		$			$
Balances, 1 January 2010 (Note 4)		87,467,288		874,673		63,362,764		320,395		(70,814,126	)		(6,256,294	)
Net loss for the year		-		-		-		-		(619,576	)		(619,576	)
Balances, 31 December 2010 (Note 4)		87,467,288		874,673		63,362,764		320,395		(71,433,702	)		(6,875,870	)
Net loss for the year		-		-		-		-		(628,767	)		(628,767	)
Balances, 31 December 2011		87,467,288		874,673		63,362,764		320,395		(72,062,469	)		(7,504,637	)

The accompanying notes are an integral part of these consolidated financial statements.

Page | 4

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

1.   CORPORATE INFORMATION

Creator Capital Limited is a Bermuda company whose shares are traded on the NASD Over the Counter Bulletin Board in the United States of America. The Company provides inflight gaming and entertainment software and services by developing, implementing and operating or licensing computerized video gaming and other entertainment software on, but not limited to, the aircraft of international commercial air carriers. Gaming software is marketed using the name Sky Games® and the entertainment software is marketed using the name Sky Play®.

The head office, principal address and registered and records office is located on Floor 6, 65 Front Street, Hamilton, Islands of Bermuda,  HM12.

These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As at 31 December 2011, the Company had not yet achieved profitable operations, has a working capital deficit of $7,504,637 (31 December 2010: $6,875,870; 1 January 2010: $6,256,294) has accumulated losses of $72,062,469 (31 December 2010: $71,433,702; 1 January 2010: $70,814,126) since its inception and expects to incur further losses in the development of its business, all of which cast substantial doubt about the Company’s ability to continue as a going concern. The Company will require additional financing in order to meet its ongoing levels of corporate overhead and discharge its liabilities as they come due. While the Company has been successful in securing financings in the past, there is no assurance that it will be able to do so in the future, particularly in light of current global economic conditions. Accordingly, these consolidated financial statements do not give effect to adjustments, if any, that would be necessary should the Company be unable to continue as a going concern.

2.   BASIS OF PREPARATION

2.1           Basis of consolidation

The consolidated financial statements include the financial statements of Creator Capital Limited and its subsidiaries listed in the following table:

		% equity interest as at
		31 December 2011			31 December 2010			1 January 2010
Creator Capital (Nevada) Inc.	United States		100	%		100	%		100	%
Creator Island Equities Inc.	Canada		100	%		100	%		100	%

2.2           Basis of presentation

These consolidated financial statements of Creator Capital Limited and its subsidiaries (collectively, the “Company”) have been prepared on the historical cost basis except for certain financial instruments which are measured at fair value, as explained in Note 15, and are presented in U.S. dollars except where otherwise indicated.

Page | 5

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

2.3            Statement of compliance

The consolidated financial statements of the Company, including comparative, have been prepared in accordance with and using accounting policies in full compliance with International Financial Reporting Standards (“IFRS”) and International Accounting Standards (“IAS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”), effective for the Company’s reporting for the year ended 31 December 2011.

2.4           Adoption of new and revised standards and interpretations

The IASB issued a number of new and revised IASs, IFRSs, amendments and related IFRICs which are effective for the Company’s financial year beginning on 1 January 2011.  For the purpose of preparing and presenting the consolidated financial statements, the Company has consistently adopted all these new standards for the years ended 31 December 2011 and 2010.

At the date of authorization of these consolidated financial statements, the IASB and IFRIC have issued the following new and revised standards, amendments and interpretations which are not yet effective during the year ended 31 December 2011.

● IFRS 9 ‘Financial Instruments: Classification and Measurement’ is a new financial instruments standard effective for annual periods beginning on or after 1 January 2015 that replaces IAS 39 and IFRIC 9 for classification and measurement of financial assets and financial liabilities.  

● IFRS 10 ‘Consolidated Financial Statements’ is a new standard effective for annual periods beginning on or after 1 January 2013 that replaces consolidation requirements in IAS 27 (as amended in 2008) and SIC-12.  

● IFRS 13 ‘Fair Value Measurement’ is a new standard effective for annual periods beginning on or after 1 January 2013 that replaces fair value measurement guidance in other IFRSs.  

● IAS 1 (Amendment) ‘Presentation of Financial Statements’ is effective for annual periods beginning on or after 1 July 2012 and includes amendments regarding Presentation of Items of Other Comprehensive Income.  

● IAS 27 (Amendment) ‘Separate Financial Statements’ is effective for annual periods beginning on or after 1 January 2013 that prescribes the accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements.

The Company has not early adopted these standards, amendments and interpretations and anticipates that the application of these standards, amendments and interpretations will not have a material impact on the financial position and financial performance of the Company.

3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1           Significant accounting judgments, estimates and assumptions

The preparation of the Company’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of income and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates.

Page | 6

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

Areas requiring a significant degree of estimation and judgment relate to the fair value measurements for financial instruments, the recoverability and measurement of deferred tax assets and liabilities, and ability to continue as a going concern.  Actual results may differ from those estimates and judgments.

3.2           Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and on hand, and may also include short term money market instruments from time to time with an original maturity of three months or less, which are readily convertible into a known amount of cash.

3.3           Principles of consolidation

Control is achieved when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

All inter-company transactions, balances, income and expenses are eliminated in full on consolidation.

3.4           Foreign currencies

The Company’s presentation currency and the functional currency of all of its operations is the U.S. dollar as this is the principal currency of the economic environment in which they operate.

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction.  Foreign currency monetary items are translated at the period-end exchange rate.  Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction.  Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items or on settlement of monetary items are recognized in profit or loss in the period in which they arise, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognized in other comprehensive income in the statement of comprehensive income to the extent that gains and losses arising on those non-monetary items are also recognized in other comprehensive income.  Where the non-monetary gain or loss is recognized in profit or loss, the exchange component is also recognized in profit or loss.

3.5           Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and recognized over the vesting periods.  Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received.  The corresponding amount is recorded to the stock options reserve.  The fair value of options is determined using the Black-Scholes Option Pricing Model which incorporates all market vesting conditions.  The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognized for services received as consideration for the equity instruments granted shall be based on the number of equity instruments that will eventually vest.

Page | 7

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

3.6           Taxation

Deferred tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are generally recognized for all taxable temporary differences.  Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized.  Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting 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 deferred income tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the reporting date.

3.7           Financial assets

Financial assets are classified as financial assets at fair value through profit or loss (“FVTPL”), held-to-maturity, loans and receivables, available-for-sale financial assets, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.  The Company determines the classification of its financial assets at initial recognition.  Financial assets are recognized initially at fair value.  The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at FVTPL

Financial assets are classified as held for trading and are included in this category if acquired principally for the purpose of selling in the short term or if so designated by management.  Derivatives, other than those designated as effective hedging instruments, are also categorized as held for trading.  These assets are carried at fair value with gains or losses recognized in profit or loss.  Transaction costs associated with financial assets at FVTPL are expensed as incurred.  Cash and cash equivalents are included in this category of financial assets.

Held-to-maturity and loans and receivables

Held-to-maturity and loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  Such assets are carried at amortized cost using the effective interest method if the time value of money is significant.  Gains and losses are recognized in profit or loss when the financial asset classified in this category are derecognized or impaired, as well as through the amortization process.  Transaction costs are included in the initial carrying amount of the asset.  Trade receivables are classified as loans and receivables.

Available-for-sale

Available-for-sale financial assets are those non-derivative financial assets that are not classified as loans and receivables.  After initial recognition, available-for-sale financial assets are measured at fair value, with gains or losses recognized within other comprehensive income.  Accumulated changes in fair value are recorded as a separate component of equity until the investment is derecognized or impaired.  Transaction costs are included in the initial carrying amount of the asset.  Available-for-sale assets include short term investments in equities of other entities.

The fair value is determined by reference to bid prices at the close of business on the reporting date.  Where there is no active market, fair value is determined using valuation techniques.  Where fair value cannot be reliably measured, assets are carried at cost.

Page | 8

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

Derivatives designated as hedging instruments in an effective hedge

The Company does not hold or have any exposure to derivative instruments.

3.8           Financial liabilities

Financial liabilities are classified as financial liabilities at FVTPL, derivatives designated as hedging instruments in an effective hedge, or as financial liabilities measured at amortized cost, as appropriate.  The Company determines the classification of its financial liabilities at initial recognition.  The measurement of financial liabilities depends on their classification, as follows:

Financial liabilities at FVTPL

Financial liabilities at FVTPL has two subcategories, including financial liabilities held for trading and those designated by management on initial recognition.  Transaction costs on financial liabilities at FVTPL are expensed as incurred.  These liabilities are carried at fair value with gains or losses recognized in profit or loss.

Financial liabilities measured at amortized cost

All other financial liabilities are initially recognized at fair value, net of transaction costs.  After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any issue costs, and any discount or premium on settlement.  Gains and losses arising on the repurchase, settlement or cancellation of liabilities are recognized respectively in interest, other revenues and finance costs.  Trade and other payables, loans payable and accrued dividends payable are included in this category of financial liabilities.

Derivatives designated as hedging instruments in an effective hedge

The Company does not hold or have any exposure to derivative instruments.

3.9           Impairment of financial assets

Financial assets, other than financial assets at FVTPL, are assessed for indicators of impairment at each period end.

Assets carried at amortized cost

If there is objective evidence that an impairment loss on assets carried at amortized cost have been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the financial asset’s original effective interest rate.  The carrying amount of the asset is reduced, with the amount of the loss recognized in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying value of the asset does not exceed what the amortized cost would have been had the impairment not been recognized.  Any subsequent reversal of an impairment loss is recognized in profit or loss.

Available-for-sale

If an available-for-sale financial asset is impaired, the cumulative loss previously recognized in equity is transferred to profit or loss.  Any subsequent recovery in the fair value of the asset is recognized within other comprehensive income.

Page | 9

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

3.10         Derecognition of financial assets and liabilities

Financial assets are derecognized when the rights to receive cash flows from the assets expire or, the financial assets are transferred and the Company has transferred substantially all the risks and rewards of ownership of the financial assets.  On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized directly in equity is recognized in profit or loss.

For financial liabilities, they are derecognized when the obligation specified in the relevant contract is discharged, cancelled or expires.  The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

3.11         Revenue recognition

The Company recognizes revenues when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred, the price to the buyer is fixed and determinable, and collectability is reasonably assured. Revenue for Sky Play® is recognized each month for a license fee on a per-game usage basis as the above criteria have been met.

3.12         Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Parties are also considered to be related if they are subject to common control, related parties may be individuals or corporate entities.  A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

3.13         Comparative information

Certain comparative figures have been adjusted to conform to the current year’s presentation.

4.   TRANSITION TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

4.1           First time adoption of IFRS

IFRS 1, ‘First-time Adoption of International Financial Reporting Standards’ sets forth guidance for the initial adoption of IFRS.  The accounting policies in Note 3 have been applied in preparing the consolidated financial statements for the year ended 31 December 2011, the comparative information for the year ended 31 December 2010 and the preparation of an opening IFRS statement of financial position on 1 January 2010 (the “Transition Date”).  The IFRS standards are applied retrospectively at the Transition Date, unless certain optional and mandatory exemptions under IFRS 1 apply.

Share-based payments

IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2, ‘Share-based Payment’ to equity instruments that were granted on or before 7 November 2002, or equity instruments that were granted subsequent to 7 November 2002 and vested before the Transition Date.  The Company elected not to apply IFRS 2 to equity instruments that vested prior to the Transition Date.

Business combinations

IFRS 1 provides the option to apply IFRS 3, ‘Business Combinations’, retrospectively or prospectively from the Transition Date.  The Company elected not to retrospectively apply IFRS 3 to business combinations that occurred prior to its Transition Date.

Page | 10

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

Consolidated and separate financial statements

In accordance with IFRS 1, if a company elects to apply IFRS 3 retrospectively, IAS 27, ‘Consolidated and Separate Financial Statements’ must also be applied retrospectively.  As the Company elected not to apply IFRS 3 prospectively, the Company has also elected not to apply IAS 27 prospectively.

IFRS mandatory exception to retrospective application

In accordance with IFRS 1, the Company’s estimates under IFRS at the date of transition to IFRS must be consistent with estimates made for the same date under Canadian generally accepted accounting principles (“Canadian GAAP”) unless there is objective evidence that those estimates were in error.  The estimates previously made by the Company under Canadian GAAP were not revised for application of IFRS.

4.2           Reconciliation of Canadian GAAP to IFRS

Under Canadian GAAP, “Contributed Surplus” was used to record the proceeds for common shares received above par value as well as issuance of stock options.  Upon adoption of IFRS, the fair value related to stock options outstanding as at the Transition Date has been reclassified to “Stock options reserve”.

As at 1 January 2010	Number of shares		Common shares		Contributed surplus			Stock options reserve		Deficit			Total
			$		$			$		$			$
Canadian GAAP		87,467,288		874,673		63,683,159			-		(70,814,126	)		(6,256,294	)
Reclassification		-		-		(320,395	)		320,395		-			-
IFRS		87,467,288		874,673		63,362,764			320,395		(70,814,126	)		(6,256,294	)

As at 31 December 2010	Number of  shares		Common shares		Contributed surplus			Stock  options reserve		Deficit			Total
			$		$			$		$			$
Canadian GAAP		87,467,288		874,673		63,683,159			-		(71,433,702	)		(6,875,870	)
Reclassification		-		-		(320,398	)		320,395		-			-
IFRS		87,467,288		874,673		63,362,764			320,395		(71,433,702	)		(6,875,870	)

The transition from Canadian GAAP to IFRS has no material impact on the consolidated statements of loss and comprehensive loss and cash flows for the year ended 31 December 2010.

Page | 11

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

5.   SEGMENTED INFORMATION

Our chief operating decision maker reviews financial information presented on a consolidated basis, accompanied by geographic information about revenues by geographic region for purposes of making operating decisions and assessing financial performance. Accordingly, we have concluded that the Company has one reportable operating segment. Foreign revenues are based on the country in which the customer is located. The following is a summary of total revenues by geographic area for the years ended 31 December 2011 and 2010:

	Asia		Other		Total
		$		$		$
Revenues
For the year ended 31 December 2011		10,500		-		10,500
For the year ended 31 December 2010		32,550		-		32,550

6.   CASH AND CASH EQUIVALENTS

The Company’s cash and cash equivalents are denominated in the following currencies:

As at	31 December 2011			31 December 2010		1 January2010
		$			$		$
Denominated in Canadian dollars		(172	)		81		62
Denominated in U.S. dollars		3,208			9,705		7,896
Total cash and cash equivalents		3,036			9,786		7,958

7.   TRADE RECEIVABLES

The Company’s trade receivables arise from customers for usage of Sky Play®.  The amounts are unsecured, interest free and repayable upon written notice given from the Company.

8.   PREPAID EXPENSES

The Company’s prepaid expenses at 31 December 2011 consist of prepaid corporate and administration expenses of $2,017 (31 December 2010: $1,343; 1 January 2010: $nil).

Page | 12

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

9.   TRADE PAYABLES AND ACCRUED LIABILITIES

The Company’s trade payables and accrued liabilities are principally comprised of amounts outstanding for trade purchases relating general corporate and administration activities and amounts payable for financing activities.  These are broken down as follows:

As at	31 December 2011		31 December 2010		1January2010
		$		$		$
Trade payables		463,678		380,667		324,805
Accrued liabilities		15,717		10,000		15,000
Total trade payables and accrued liabilities		479,395		390,667		339,805

Included in trade payables and accrued liabilities are amounts due to related parties which are disclosed in Note 16.

10.   LOANS PAYABLE

The balances for loans are as follows:

As at	31 December 2011		31 December 2010		1 January 2010
		$		$		$
Unsecured, bearing interest at nil% (2010 – 1.06%)		-		48,398		47,939
Unsecured, bearing interest at 10% per annum(1)		6,541		6,042		5,500
Unsecured, bearing interest at 10% per annum(2)		45,660		36,626		33,532
Unsecured, bearing interest at 10% per annum(3)		83,050		52,842		-
Unsecured and non-interest bearing		-		41,000		41,000
Unsecured and non-interest bearing		-		20,000		20,000
Total loans payable		135,251		204,908		147,971
Comprised of:
Principal balances		115,605		190,527		140,257
Accrued interest payable		19,646		14,381		7,714

(1)   Principal balance of US$5,000 is due on 1 January 2012.  Subsequent to year end, the Company extended the repayment date by an additional year to 1 January 2013 (Note 19).

(2)   Principal balance of $37,502 is due on 1 March 2012.  Subsequent to year end, the Company extended the repayment date by an additional year to 1 March 2013 (Note 19).

(3)   Principal balance of $25,000 and $50,000 is due on 30 April 2012 and 21 June 2012, respectively.  Subsequent to year end, the Company extended the repayment dates by an additional year to 30 April 2013 and 21 June 2013 (Note 19).

Included in loans payables are loans from related parties which are disclosed in Note 16.

Page | 13

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

During the year ended 31 December 2011, the Company accrued interest payable of $10,342 (2010: $6,667) related to loans payable.

During the year ended 31 December 2011, the Company wrote off loans payable balances in the amount of $109,398 (2010: $nil) related primarily to loans payable that had remained unpaid for several years without any claims being made by these creditors against the Company.  Management does not consider that these amounts are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these balances in the future (Note 18).

11.   PREFERRED SHARES

11.1         Class A preferred shares

The Company has 3,000 authorized Class A preferred shares par value of $0.01.

At 31 December 2011, the Company had 2,237 Class A preferred shares outstanding (31 December 2010: 2,237, 1 January 2010: 2,237).

In 1997, the Company exchanged a promissory note in the amount of $2,737,443 for 2,737 Class A preference shares at $1,000 per share.  The Class A preferred shares are non-voting and are convertible at any time into common shares at the option of the holder. The number of common shares on conversion will be determined by dividing $1,000 per share of Class A preferred shares, plus any accrued and unpaid dividends thereon by a conversion price equal to 60% of the market price of the common shares at the time of conversion. Dividends on the Class A preferred shares are cumulative and payable quarterly at an annual dividend rate of 9%. The Company is not required to redeem the Class A preferred shares, however it may, at its option, redeem the Class A preferred shares, in whole or in part, at any time at a redemption price of $1,000 per share plus any accrued and unpaid dividends thereon.

In 1998, the Company redeemed 500 of the Class A preferred shares at their redemption price of $1,000 per share.

The shares include a "make whole" clause such that if the aggregate value of:

a)   the common shares issued on conversion (at the market price upon conversion),

b)   the common shares issuable upon further potential conversions (at the prevailing market price),

c)   the proceeds of any redemptions received on preferred shares, and

d)   the proceeds received from the sale of common shares issued on conversion

is less than the redemption amount of the preferred shares, the Company is obligated to either:

a)   issue additional common shares, or

b)   to repurchase all common shares and preferred shares previously issued to the holder for an amount equal to the redemption value of the preferred shares less any prior redemption proceeds.

During the year ended 31 December 2011, the Company accrued dividends payable of $601,870 (2010: $505,098) related to Class A preferred shares.

11.2        Class B preferred shares

The Company has 5,000,000 authorized Class B preferred shares with par value of $0.01.

At 31 December 2011, the Company had nil Class B preferred shares outstanding (31 December 2010: nil, 1 January 2010: nil).

Page | 14

12.   SHARE CAPITAL

12.1         Authorized share capital

The Company has 100,000,000 authorized common shares with par value of $0.01.  At 31 December 2011, the Company had 87,467,288 common shares outstanding (31 December 2010: 87,467,288; 1 January 2010: 87,467,288).

12.2        Shares issuances

During the years ended 31 December 2011 and 2010, the Company did not issue any common shares.

12.3         Stock options

The directors, in their discretion, may grant stock options and amend stock options granted subject to regulatory approvals.

As at 1 January 2010, the Company has 6,950,000 stock options outstanding with weighted average exercise price of $0.25.  There are no changes in the Company’s stock option plan during the years ended 31 December 2011 and 2010 (Note 19).

The following table summarizes information regarding stock options outstanding and exercisable as at 31 December 2011.

Exercise price		Number of options outstanding and exercisable		Weighted- average remaining contractual life (years)		Weighted average exercise price
$	0.25		6,950,000		0.26	$	0.25

13.   LOSS PER SHARE

The calculation of basic and diluted loss per share is based on the following data:

Year ended 31 December	2011			2010
Net loss for the year	$	(628,767	)	$	(619,576	)
Weighted average number of shares – basic and diluted		87,467,288			87,467,288
Loss per share, basic and diluted	$	(0.01	)	$	(0.01	)

The basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year.  The diluted loss per share reflects the potential dilution of common share equivalents, such as outstanding stock options and convertible preferred shares, in the weighted average number of common shares outstanding during the year, if dilutive.  All of the stock options and convertible preferred shares were anti-dilutive for the years ended 31 December 2011 and 2010.

Page | 15

 Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

14.   CAPITAL RISK MANAGEMENT

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital, reserves, deficit and preferred shares.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is dependent on the capital markets and the existing sales to customers as its source of operating capital and the Company’s capital resources are largely determined by the strength of the airline market and by the status of the Company’s projects in relation to these markets, and its ability to compete for investor support of its projects. The Company’s primary target market includes the Asian and Pacific Rim airlines. The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged from the year ended 31 December 2010.

15.   FINANCIAL INSTRUMENTS

15.1        Categories of financial instruments

As at	31 December 2011		31 December 2010		1 January 2010
		$		$		$
FINANCIAL ASSETS
FVTPL, at fair value
Cash and cash equivalents		3,036		9,786		7,958
Loans and receivables, at amortized cost
Trade receivables		-		1,750		11,600
Total financial assets		3,036		11,536		19,558
FINANCIAL LIABILITIES
Other liabilities, at amortized cost
Trade payables		463,678		380,667		324,805
Loans payable		135,251		204,908		147,971
Accrued dividends payable		4,657,601		4,055,731		3,550,633
Total financial liabilities		5,256,530		4,641,306		4,023,409

Page | 16

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

15.2        Fair value

The fair value of financial assets and financial liabilities at amortized cost is determined in accordance with generally accepted pricing models based on discounted cash flow analysis or using prices from observable current market transactions.  The Company considers that the carrying amount of all its financial assets and financial liabilities recognized at amortized cost in the consolidated financial statements approximates their fair value due to the demand nature or short term maturity of these instruments.

The following table provides an analysis of the Company’s financial instruments that are measured subsequent to initial recognition at fair value, grouped into Level 1 to 3 based on the degree to which the inputs used to determine the fair value are observable.

 ● Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.

 ● Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1, that are observable either directly or indirectly.

 ● Level 3 fair value measurements are those derived from valuation techniques that include inputs that are not based on observable market data.  As at 31 December 2011 and 2010, the Company does not have any Level 3 financial instruments.

As at 31 December 2011	Level 1		Level 2		Total
		$		$		$
Financial assets at fair value
Cash and cash equivalents		3,036		-		3,036
Total financial assets at fair value		3,036		-		3,036

There were no transfers between Level 1 and 2 in the year ended 31 December 2011.

15.3         Management of financial risks

The financial risk arising from the Company’s operations are credit risk, liquidity risk, interest rate risk, and currency risk.  These risks arise from the normal course of operations and all transactions undertaken are to support the Company’s ability to continue as a going concern.  The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below.  Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents.  The Company deposits cash and cash equivalents with high credit quality financial institutions as determined by rating agencies.  As a result, credit risk is considered insignificant.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.  The Company currently settles its financial obligations out of cash.  The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

Page | 17

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

Interest rate risk

The Company’s cash contain highly liquid investments that earn interest at market rates.  The Company manages its interest rate risk by maximizing the interest earned on excess funds while, maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Company’s results of operations due to the short term to maturity of the investments held.

Currency risk

Foreign exchange risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in foreign exchange rates. The Company has no significant currency risk associated with its operations.

Other risks

The Company is not subject to any other market risk.

16.   RELATED PARTY TRANSACTIONS

For the year ended 31 December 2011, the Company had related party transactions with the following companies related by way of shared control:

 ● Birriga Investments, Ltd. (“Birriga”), a company controlled by a director and officer of the Company.  Birriga provides accounting and administrative services to the Company.  

 ● Planet Investment Corporation (“Planet”), a company owned by two close relatives of a director and officer of the Company.  The director and officer provides consulting services on a month to month basis through Planet.

16.1        Related party expenses

The Company’s related party expenses are broken down as follows:

Year ended 31 December	2011		2010
		$		$
Consulting fees		42,000		42,000
Corporate administration		27,000		26,500
Total related party expenses		69,000		68,500

The breakdown of the expenses between the different related parties is as follows:

Year ended 31 December	2011		2010
		$		$
Birriga Investments, Ltd.		27,000		26,500
Planet Investment Corporation		42,000		42,000
Total related party expenses		69,000		68,500

Page | 18

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

16.2         Due to related parties

The trade and other payables of the Company include the following amounts due to related parties:

As at	31 December 2011		31 December 2010		1 January 2010
		$		$		$
Birriga Investments, Ltd.		144,317		113,808		87,522
J. Perot Financial Corp.		71,914		71,914		71,914
Planet Investment Corporation		160,621		118,379		92,539
Total trade payables to related parties		376,852		304,101		251,975
J. Perot Financial Corp.		6,541		6,042		5,500
Planet Investment Corporation		45,660		36,626		33,532
Total loans payable to related parties		52,201		42,668		39,032

16.3         Key management personnel compensation

The remuneration of directors and other members of key management were as follows:

Year ended 31 December	2011		2010
	$		$
Short-term benefits		69,000		68,500
Total key management personnel compensation		69,000		68,500

17.   TAXES

17.1        Provision for income taxes

Year ended 31 December	2011			2010
		$			$
Loss before tax		(628,767	)		(619,576	)
Statutory tax rate		26.50	%		28.50	%
Expected tax recovery		167,000			177,000
Different tax rates in foreign jurisdiction		(167,000	)		(157,000	)
Change in valuation allowance		-			(20,000	)
Tax recovery for the year		-			-

Page | 19

Creator Capital Limited. December 31, 2011 20-F

Creator Capital Limited

Notes to the Consolidated Financial Statements

31 December 2011

(Expressed in U.S. dollars)

17.2        Deferred tax balances

The tax effects of temporary differences that give rise to future income tax assets and liabilities are as follows:

As at 31 December	2011			2010
		$			$
Tax loss carry-forwards		116,000			116,000
Valuation allowance		(116,000	)		(116,000	)
Deferred tax assets (liabilities)		-			-

As a Bermuda exempted company, the Company is not currently subject to income tax filing requirements in Bermuda.

The Company has estimated accumulated non-capital losses of $452,000 in Canada which may be carried forward to reduce taxable income in future years. As at 31 December 2011, the Company is in arrears on filing its statutory corporate income tax returns and the amounts presented above are based on estimates. The actual losses available could differ from these estimates.

18.   CONTINGENCY

During the year ended 31 December 2011, the Company wrote off loans payable balances in the amount of $109,398 (2010: $nil) related primarily to loans payable that had remained unpaid for several years without any claims being made by these creditors against the Company.  Management does not consider that these amounts are payable although there is no assurance that a formal claim will not be made against the Company for some or all of these balances in the future (Note 10).

19.   EVENT AFTER THE REPORTING PERIOD

●   On 6 April 2012, a total of 6,950,000 stock options expired unexercised (Note 12).

●   The Company extended the repayment dates on various loans by an additional year (Note 10).

20.   APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the year ended 31 December 2011 were approved and authorized

for issue by the Board of Directors on 25 April 2012.

Page | 20

Creator Capital Limited. December 31, 2010 20-F  Page.21 

C.    Exhibits

EXHIBIT	DESCRIPTION
2.	Plan and Agreement of Merger and Amalgamation, dated as of May 13, 1997, among the Company, SGI Holding Corporation Limited, IEL and Harrah's Interactive Investment Company. (Incorporated by reference to the same numbered exhibit to the Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
3.i(a)	Articles of Incorporation (Yukon Territory). (Incorporated by reference to Exhibit 1.1 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on October 12, 1993.)
3.i(b)	Certificate of Continuance (Bermuda). (Incorporated by reference to Exhibit 1.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)
3.ii	Bye-Laws as amended.  (Incorporated by reference to the same numbered exhibit to the Registrant's Annual Report on Form 10-K/A No. 2 as filed with the SEC on July 8, 1998.)
4.1	Escrow Agreement dated May 27, 1992, as amended, among Montreal Trust Company of Canada, the Company and certain shareholders. (Incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on October 12, 1993.)
4.2	Redemption Agreement, dated as of February 25, 1997, between the Company and Anthony Clements and Rex Fortescue. (Incorporated by reference to Exhibit 3.12 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
4.3	Redemption and Cancellation Agreement, dated as of April 30, 1997, between the Company and Sky Games International, Inc. (Incorporated by reference to Exhibit 3.13 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
4.4	Shareholder Rights Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Investment Company.  (Incorporated by reference to Exhibit 3.15 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
4.5	Registration and Preemptive Rights Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Investment Company. (Incorporated by reference to Exhibit 4(a) to the Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
4.6	Registration Rights Agreement, dated June 17, 1997, between the Company and B/E Aerospace, Inc. (Incorporated by reference to Exhibit 4(b) to the Registrant's Form 8-K as filed with the SEC on June 27, 1997.)
4.7	Subscription Agreement, dated as of October 22, 1997, between the Company and Henderson International Investments Limited. (Incorporated by reference to Exhibit 3.22 to the Registrant's Quarterly Report on Form 10-Q/A No. 1 as filed with the SEC on July 8, 1998.)
4.8	Subscription Agreement, dated as of October 22, 1997, between the Company and Michael A. Irwin. (Incorporated by reference to Exhibit 3.23 to the Registrant's Quarterly Report on Form 10-Q/A No. 1 as filed with the SEC on July 8, 1998.)
4.9	First Amendment to Registration and Preemptive Rights Agreement dated March 18, 1998 between the Company and Harrah's Interactive Investment Company. (Incorporated by reference to Exhibit 99.22 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.10	First Amendment to Subscription Agreement between the Company and Henderson International Investments Limited dated as of April 2, 1998. (Incorporated by reference to Exhibit 99.23 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.11	Securities Purchase Agreement between the Company and each of Marshall Capital Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.) and CC Investments, LDC dated as of December 17, 1997.  (Incorporated by reference to Exhibit 99 to the Registrant’s Form 8-K as filed with the SEC on December 24, 1997.)
4.12	Registration Rights Agreement between the Company and each of Marshall Capital Management, Inc. (formerly Proprietary Convertible Investment Group, Inc.) and CC Investments, LDC dated as of December 17, 1997.  (Incorporated by reference to Exhibit 4(c) to the Registrant’s Form 8-K as filed with the SEC on December 24, 1997.)
4.13	Securities Purchase Agreement between the Company and Palisades Holding, Inc. dated February 20, 1998.  (Incorporated by reference to Exhibit 99.6 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.14	Registration Rights Agreement between the Company and Palisades Holding, Inc. dated February 20, 1998.  (Incorporated by reference to Exhibit 99.5 to the Registrant's Amended Registration Statement on Form S-3 as filed with the SEC on July 15, 1998.)
4.15	Securities Agreement between the Company and B/E Aerospace, Inc. dated June 25, 1998. (Incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K filed with the SEC July 2, 1998.)
10.5*	Services Agreement, dated as of November 7, 1995, between IEL and Singapore Airlines Limited. (Incorporated by reference to Exhibit 3.9 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)
10.6*	Software License and Software Services Agreement, dated as of November 7, 1995, between IEL and Singapore Airlines Limited. (Incorporated by reference to Exhibit 3.10 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 16, 1996.)

Creator Capital Limited. December 31, 2010 20-F  page.22

10.7	Sublease Agreement dated as of June 5, 1997, between IEL and Harrah's Operating Company, Inc. (Incorporated by reference to Exhibit 3.11 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.8	Consulting Agreement, dated as of April 30, 1997, between the Company and James P. Grymyr. (Incorporated by reference to Exhibit 3.14 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.9*	Software License Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Investment Company.  (Incorporated by reference to Exhibit 3.16 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.10	Continuing Services Agreement, dated June 17, 1997, between the Company and Harrah's Interactive Entertainment Company. (Incorporated by reference to Exhibit 3.17 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
10.11	Termination Agreement and Release, dated as of June 17, 1997, among the Company, SGI Holding Corporation Limited, IEL, Harrah's Interactive Investment Company, and Harrah's Interactive Entertainment Company.  (Incorporated by reference to Exhibit 3.21 to the Registrant's Annual Report on Form 20-F (File No. 0-22622) as filed with the SEC on September 12, 1997.)
11.11	Investment Agreement dated September 22, 2001, between the Company and Asset China Investments Ltd.  (Incorporated by reference to Exhibit 11.11 to the Registrants Annual Report on Form 10-K (File No. 0-22622) as filed with the SEC on April 1, 2002
11.12	Investment Agreement dated November 1, 2001, between the Company and Lee John Associates. (Incorporated by reference to Exhibit 11.12 to the Registrants Annual Report on Form 10-K (File No. 0-22622) as filed with the SEC on April 1, 2002
12.1**	Section 302 Certification of Chief Executive Officer and Chief Financial Officer
12.11	Annulment Agreement, dated as of April 10, 2001, between the Company and James P Grymyr. (previously filed)
12.12	Consulting Agreement, dated as of January 2, 2002, between the Company and Stephen M West. (previously filed)
12.13	Consulting Agreement, dated as of January 2, 2003, between the Company and Stephen M West. (previously filed)
13.1**	Section 906 Certification of Chief Executive Officer and Chief Financial Officer

*Confidential treatment has been granted.

**Submitted herewith.

REPORTS FILED ON FORM 8-K

No reports were filed during the year ended December 31, 2011.

REPORTS FILED ON FORM 6-K

Dated May 17, 2011	Quarterly Report March 31, 2011
Dated August 15 2011	Quarterly Report June 30, 2011
Dated November 22, 2011	Quarterly Report September 30, 2011

Creator Capital Limited. December 31, 2010 20-F  Page.23 

SIGNATURES

The Company hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

	CREATOR CAPITAL LIMITED
	/s/Deborah Fortescue-Merrin
	Deborah Fortescue-Merrin President, Chief Executive Officer, Chief Financial Officer and a Director
Date: May 7, 2012