Wheelsure Holdings UK Regulatory Announcement: Final Results

Wheelsure Holdings plc

(“Wheelsure” or the “Group”)

Final Results for the Year Ended 31 August 2012

CHAIRMAN'S STATEMENT

The results for the year ended 31 August 2012 show turnover of £39,000 (2011: £84,000) and a loss on ordinary activities before taxation of £482,000 (2011:£486,000). Whilst this is obviously disappointing the Board believes that progress is being made across a wider number of territories and, as a result, is increasingly optimistic that significantly more orders will be received in the current financial year. This is demonstrated by the receipt of 3 significant orders received during the 3 months ended 30 November 2012 with an aggregate value of approximately £85,000. Never before has the Group had such a strong start to a financial year.

A brief outline of the progress being made is as follows:

Tracksure

London Underground has now ordered products to commence the "extended rollout" project and we are currently finalising delivery and installation details as well as overall project objectives. Independent of this project, orders continue to be received, the latest being two orders for approved breather switch applications delivered in December 2012 with a combined value of £52,500. Consequently, Tracksure now has two approved applications in the process of being installed in the underground network and the Board anticipates further orders for both in the next six months.

Hungary & Spain

Tracksure continues to progress the commercialisation of its technical approvals through its distributor partners, Enrique Cat-Vila in Spain and MAV-Thermit in Hungary. Due to the wider economic situation in both countries expected orders are currently on hold. However in Spain a successful trial installation with Ferrocarrils de la Generalitat de Catalunya and a first trial order received from RENFE to retrofit a number of freight wagons for evaluation are indications of further progress. In Hungary, following last year's order for product to be used in the refurbishment of 200 crossings, the Board is hopeful of receiving a further order for the same product once the necessary state funds have been released.

Germany

Formal testing is underway with the national infrastructure manager and a large German retarder manufacturer at Europe's largest marshalling yard in Germany. The trial was completed in October 2012 and discussions will continue with a view to securing an initial order during the first half of 2013. In addition, Tracksure is working with a large German manufacturing company on a specific rail equipment project with a view to its products being specified for a rail sleeper application.

Italy

Under the auspices of Rete Ferroviaria italia, the Italian railway infrastructure manager, the Tracksure product has successfully passed extensive testing to UNI EN 13481-7, the British Standards Institution standard for switches, crossings and check rails. As a result the product has now successfully been installed in a check rail application in Rome, Genoa and Turin. The in-track testing cycle will take place over a full year, a methodology which appears to be common to most rail infrastructure managers.

In addition, Tracksure continues to receive small orders from Ferrovienord, a transport company that manages the network of regional railway concessions owned by FNM S.p.A.in northern Italy, and is in discussion with this company to obtain product specification for new crossings and insulated joints in its system.

Holland

Tracksure product has recently been installed in a temporary fishplate application in a joint initiative between Prorail, the state rail operator, and a major rail maintenance contractor. A further initiative, again with the support of Prorail, is now being discussed with a second maintenance contractor to retrofit a number of switches and crossings in a main passenger line for evaluation purposes.

North America

Tracksure has signed Heads of Agreement with LB Foster Company, a NASDAQ listed company which is considered to be a leading US company involved in the manufacture, fabrication and distribution of railroad products and materials, under which LB Foster has expressed an interest in becoming a distributor for the Tracksure product and shall have the exclusive rights to market such product throughout North America. LB Foster has also expressed an interest to manufacture the Tracksure product in North America in the future and this is subject to negotiation in due course. It is the Board's intention that LB Foster will seek commercial opportunities for the Tracksure product with major railroad operators, building both upon Tracksure's previous independent efforts, particularly with Norfolk Southern and Chicago Metro, as well as exploiting new opportunities provided from LB Foster's network.

LD99

LD99 was specifically launched to seek opportunities for the technology in industrial applications. Negotiations are ongoing with a UK rail infrastructure company to incorporate LD99 into a patented (pending) and innovative product that has wide use in a number of industries, including rail.

Wheelsure

Small repeat orders from operators in the bus and coach market continue to be received and, as previously reported, a new opportunity is being explored in the UK truck market which the Board believes could develop into repeat orders in this sector.

Fundraising

Following the announcement on 11 January 2013, I am pleased to advise that Wheelsure has completed the placing of 6,089,288 new ordinary shares and a further 5,963,515 new ordinary shares by way of the open offer both at 1.75p per share. This has raised, in aggregate, gross proceeds of £210,924 for working capital purposes. Following the placing and open offer the number of ordinary shares in issue and therefore the total number of voting rights is now 82,052,317.

Finally I would take this opportunity to thank all those shareholders who participated in the placing and open offer and our staff for their continued efforts.

G Mulder

Chairman

WHEELSURE HOLDINGS PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the Year Ended 31 August 2012

	2012	2011
	£	£

TURNOVER	39,215	84,445
Cost of sales	(23,493)	(42,930)
GROSS PROFIT	15,722	41,515
Administrative expenses	(497,186)	(527,990)
OPERATING LOSS	(481,464)	(486,475)
Interest receivable and similar income	1,272	1,489
	(480,192)	(484,986)

Interest payable and similar charges	(1,554)	(1,476)
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION	(481,746)	(486,462)
Tax on loss on ordinary activities	8,897	3,286
LOSS FOR THE FINANCIAL YEAR FOR THE GROUP	(472,849)	(483,176)
CONTINUING OPERATIONS None of the Group's activities were discontinued during the current and previous years. TOTAL RECOGNISED GAINS AND LOSSES The Group has no recognised gains or losses other than the losses for the current year or previous year.

WHEELSURE HOLDINGS PLC
CONSOLIDATED BALANCE SHEET
31 August 2012

	2012		2011
	£	£	£	£
FIXED ASSETS
Intangible assets		64,520		52,933
Tangible assets		5,421		10,866
Investments		-		-
		69,941		63,799

CURRENT ASSETS
Stocks	62,617		41,979
Debtors	50,166		87,778
Cash at bank	115,759		129,644

	228,542		259,401
CREDITORS
Amounts falling due within one year	59,005		99,306

NET CURRENT ASSETS		169,537		160,095

TOTAL ASSETS LESS CURRENT LIABILITIES		239,478		223,894

CAPITAL AND RESERVES
Called up share capital		699,995		539,496
Share premium		3,372,145		3,105,085
Profit and loss account		(3,832,662)		(3,420,687)

SHAREHOLDERS' FUNDS		239,478		223,894

The financial statements were approved by the Board of Directors on 29 January 2013 and were signed on its behalf by:

G Dodl - Director

NOTES TO THE FINANCIAL STATEMENTS

1. PUBLICATION OF NON-STATUTORY ACCOUNTS

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in the Companies Act 2006.

The financial information for the year ended 31 August 2012 has been extracted from the audited financial statements to that date, which were prepared in accordance with UK GAAP and with the requirements of the Companies Act 2006. These financial statements have yet to be delivered to the Registrar of Companies. The financial statements for the year ended 31 August 2011, which received an unqualified auditors' report, have been delivered to the Registrar of Companies.

2. ACCOUNTING POLICY – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes that the Group will continue to trade, without significant curtailment, for the foreseeable future.

In arriving at this view, the directors acknowledge the inherent uncertainty akin to the current economic climate and the inherent risks that surround the achievability and timing of the projected income. The commencement of the income streams deriving from the Wheelsure technology have begun to flow at the point of finalising these financial statements and based on their current knowledge, the directors remain confident that the Group will achieve the forecast results and cashflows for the next 12 months. The Company has also raised funds for the Group via the issue of shares, sufficient to enable the Group to continue trading for the foreseeable future.

The directors have concluded that, after considering the financial position of the Company, they have reasonable expectations that it will have adequate resources to continue in operational existence and for this reason, they continue to adopt the going concern basis in preparing the financial statements.

3. LOSS PER ORDINARY SHARE

Loss per ordinary share is based on the loss for the financial year ended 31 August 2012 of £472,849 (2011: £483,176) and 61,867,749 (2011: 50,925,813) ordinary shares being the weighted average number of ordinary shares in issue during the period.

	Loss	Number of shares	Loss per share
	£		Pence
2012
Basic loss per share	472,849	61,867,749	0.76
2011
Basic loss per share	483,176	50,925,813	0.95

4. DIVIDENDS

No dividends are proposed for the year ended 31 August 2012.

5. Copies of the Report and Accounts will be sent to shareholders shortly and will be available from the registered office of the Company, 8 Woburn Street, Ampthill, Bedfordshire, MK45 2HP.

Enquires:

Wheelsure Holdings plc
Gerhard Dodl, CEO		01525 840 557

Seymour Pierce Limited		020 7107 8000
Mark Percy / David Foreman (Corporate Finance)
Paul Jewell (Corporate Broking)