FreshTL plc
LSE : GHIP

May 27, 2011 12:51 ET

Preliminary Results

                                                   FreshTL Plc

                                          ("FreshTL" or "the Company")

                                               Preliminary Results

The  Board of FreshTL is pleased to announce the Company's preliminary unaudited results for the year  ended  31
December  2010,  which  are  set  out below. The Board expects the Company's  audited  results  to  be  sent  to
shareholders on or around 14 June 2011. A further announcement will be made in due course.

John McGuire, CEO, Fresh TL, commented:

"The  company  is  positioning itself as an emerging player in the cloud computing  market  place,  specifically
focusing on the global business compliance market place, with its software as a service application TeamPoint(R).
I  am  passionate  about  the future of TeamPoint(R) and in becoming a leader in the business  compliance  sector.
Using  our experienced management team we will be able to further develop our global channel strategy by working
with our strategic partners such as IBM.

TeamPoint® is owned by FreshTL. This will allow us to achieve much higher margins in the future compared to  our
current  model  which consists of distributing other companies' applications.  I would also like to  express  my
appreciation of the support from the Non-Executives Directors, who bring a wealth of experience to this fledging
global business."

The directors of FreshTL take responsibility for the contents of this announcement.

Enquiries

Fresh TL Plc                                      + 44(0) 161 408 0948
John McGuire, CEO

Daniel Stewart & Company                          + 44 (0) 20 7776 6550
PLUS Adviser & Broker
Oliver Rigby

http://www.freshtl.com/en/home.aspx
http://www.teampoint.com/
https://www.lotuslive.com/en/catalog/index.php?id=integratedapps

About FreshTL
Fresh TL, based in the North West of England and established in April 2009 is developing a global Software as  a
Service  (SaaS)  business  around its business compliance application, TeamPoint. FreshTL  is  an  IBM  Business
Partner focused on delivering innovative, cloud-delivered solutions to customers around the world.
                                                        
Directors' Report

Principal activity

The  Company  changed  its name from Greener House Investments plc to FreshTL plc on  29  September  2010.   The
principal activity of the Group comprises the development, distribution and service of its software products.

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

During the year the Company identified Fresh T Limited ('Fresh T'), as a suitable target for acquisition and  on
29  March  2010, announced that it had made an initial investment of £300,000 for 39,209 "A" ordinary shares  in
Fresh T pursuant to the terms of the Investment Agreement, matched by a similar simultaneous investment in Fresh
T  by the North West Interim Venture Capital Fund ("NWVCF") managed by YFM Private Equity Ltd. This resulted  in
the Company and NWVCF each owning 20 per cent of Fresh T share capital.

The  Company completed a placing on 29 September 2010 raising a further £150,000 by the issue of Ordinary shares
in  FreshTL plc which was matched by an equal investment by NWVCF in Fresh T, resulting in NWVCF owning  25%  of
Fresh T share capital.

At the same time the Company completed acquisition of the balance of the entire issued ordinary share capital of
Fresh T not already owned by it for a consideration of £900,000. The consideration was satisfied by the issue of
Ordinary  shares  of  FreshTL plc.  Under an unconditional agreement dated 26 March 2010  (amended  21  December
2010),  NWVCF  can require FreshTL plc to acquire all the shares owned by NWVCF in Fresh T in exchange  for  the
issue of Ordinary shares in FreshTL plc ("the Exchange").   The Exchange must take place by 31 December 2011  if
not enforced by NWVCF before that date.

Fresh T, a privately owned company incorporated in the UK on 29 April 2009, is developing a global Software as a
Service  ("SaaS")  business around its intellectual property and distribution rights. It  is  the  intention  of
management  to  grow  the business both through the acquisition of complementary applications  and  distribution
rights domestically and abroad.

The acquisition of Fresh T constitutes a reverse take-over of FreshTL plc under the PLUS rules.

The  subsidiary undertakings principally affecting the profits or net assets of the Group in the year are listed
in note 14 to the financial statements.

Business review

During  the  year, the Group had revenues of £18,985 (2009 - £4,448).  The company is a start-up and at  present
monitors  its  progress  by sales and closely controls remaining cash.  When sales volumes  become  significant,
sales growth, gross margin by product and performance against budget will be added to these two measures as  key
performance indicators.
                                                            
                                 2010              2009
                                                            Definition and method of calculation
Group Cash at Bank              £315,160          £19,296   Cash and cash equivalents
                                --------          -------
                                --------          -------                                                            

The  Group  continues to monitor its business closely producing detailed monthly management  accounts  including
profit  and  loss account, cash flow and balance sheet, and will take appropriate decisions and  actions  as  it
deems necessary.

Competitive environment

The  Group  continues to invest in research and development relating to the TeamPoint® product which is  a  SaaS
product  for  the  Governance,  Risk  and Compliance (GRC) market, enabling customers  to  manage  all  business
compliance  issues such as regulatory or quality control among others.  Please see the website www.teampoint.com
for more details.

Future strategy

The Group intends to continue its expansion strategy by looking to:
    *     achieve organic growth in the home market;
    *     penetrate global markets by product integration with global partners;
    *     develop partner programmes;
    *     acquire companies with compatible products in the GRC market.

FreshTL plc

Company Registration No. 6239171

Consolidated statement of comprehensive income for the year ended 31
December 2010                              
                           
                                       12 months         29 Apr
                                    ended 31 Dec          to 31
                                            2010       Dec 2009
                                               £              £
                                                          
Revenue                                   18,985          4,448
                                                          
Cost of sales                            (11,798)        (2,846)
                                         -------         ------                                                            
Gross profit                               7,187          1,602
                                                         
                                                          
Administrative expenses                 (457,295)       (50,078)
                                         -------         ------                                                        
                                                            
Operating loss                          (450,108)       (48,476)
                                                         
                                                         
Investment revenue                         4,167              -
                                         -------         ------                                                        
                                                            
Loss before income tax                  (445,941)       (48,476)
                                                         
Income tax expense                             -              -
                                         -------         ------
                                                            
Loss and total comprehensive income                      
for the year                            (445,941)       (48,476)
                                         -------         ------
                                         -------         ------                                                                                                                
Loss per share                             (0.28)p        (0.02)p
                                         -------         ------
                                         -------         ------                                                          

All items dealt with in the consolidated statement of comprehensive income relate to continuing operations.


FreshTL plc

Consolidated balance sheet

at 31 December 2010                                            
                                                                           
                                                        2010          2009
                                                           £             £
Assets                                                           
Non-current assets                                               
Intangible assets                                    141,907             -
Property, plant and equipment                         10,230         2,045                                      
                                                     -------        ------
                                                     152,137         2,045
                                                     -------        ------
                                                                          
Current assets                                                              
Trade and other receivables                           57,334        10,202
Cash and bank balances                               315,160        19,296
                                                     -------        ------
                                                                         
                                                     372,494        29,498
                                                     -------        ------
                                                                        
Total assets                                         524,631        31,543
                                                     -------        ------
                                                                           
Liabilities                                                                 
Current liabilities                                                         
Trade and other payables                             114,766        79,019
Payable to subsidiary                                      -             -
                                                     -------        ------
                                                                           
Total liabilities                                    114,766        79,019
                                                     -------        ------                                                                                            

Net assets/(liabilities)                             409,865       (47,476)
                                                     -------        ------
                                                     -------        ------                                                                           
Equity and liabilities                                                      
Equity attributable to owners of the parent                                 
Ordinary shares                                      337,989         1,000
Shares to be issued                                  483,277             -
Share premium                                      1,218,136             -
Reverse acquisition reserve                       (1,148,992)            -
Retained earnings                                   (480,545)      (48,476)
                                                     -------        ------
                                                                           
Total equity                                         409,865       (47,476)
                                                     -------        ------
                                                     -------        ------

FreshTL plc

Consolidated statement of changes in equity at 31 December 2010

                                                                                                                                 
                                 Share  Shares to      Share      Reverse  Retained      Total
                               capital  be issued    premium  acquisition  earnings             
                                                                  reserve
                                                                                                                                  
Loss for the period                  -          -          -            -   (48,476)   (48,476)
Issue of  shares                 1,000          -          -            -         -      1,000
                               -------    -------  ---------   ----------  --------  ---------
                                                                                         
Balance at 31 December 2009      1,000          -          -            -   (48,476)   (47,476)
                                                                                                                 
Movement on reserves arising    99,025               298,279   (1,148,992)        -   (751,688)
from reverse acquisition

Loss for the year                    -          -          -            -  (445,941)  (445,941)
Recognised share based payments                                              13,872      2,872
Issue of shares                237,964          -    919,857            -         -  1,157,821
Shares to be issued                  -    483,277                       -         -    483,277
                               -------    -------  ---------   ----------  --------  ---------
                                                                                                                      
Balance at 31 December 2010    337,989    483,277  1,218,136   (1,148,992) (480,545)   409,865
                               -------    -------  ---------   ----------  --------   --------
                               -------    -------  ---------   ----------  --------   --------                                                                                                                        
FreshTL plc

Consolidated statement of cash flows for the period ended 31 December 2010

                                                          
                                                 31 Dec       31 Dec
                                                   2010         2009
                                                      £            £
                                                          
Net cash (absorbed by) from operating          (450,834)      22,649
activities
                                               --------       ------
                                                                                                                   
Investing activities                                       
                                                           
Interest received                                 4,167        1,488        
Purchases of property, plant and equipment      (11,715)      (3,353)
Development costs capitalised                   (23,219)           -
Proceeds from redemption of investment                -            -
Payments to acquire fixed investment                  -            -
                                               --------       ------

Net cash used in investing activities           (29,279)      (3,353)
                                               --------       ------
                                                           
Financing activities                                       
Proceeds from issue of shares                   900,000            -
Cost of reverse acquisition                    (124,023)           -
Proceeds from borrowings from subsidiary              -            -
                                               --------       ------
                                                         
Net cash used in financing activities           775,977            -
                                               --------       ------
                                                           
Net increase/(decrease) in cash and cash        295,864       19,296
equivalents
                                                           
Cash and cash equivalents at beginning of        19,296            -
year
                                               --------       ------
                                                           
Cash and cash equivalents at end of year        315,160       19,296
                                               --------       ------
                                               --------       ------
                                                           
Notes to the preliminary results announcement for the period ended 31 December 2010

"This  preliminary results announcement does not constitute statutory accounts as defined in Section 434 of  the
Companies Act 2006.

The financial information for the period ended 31 December 2009 has been extracted from the statutory accounts.
The auditors' report on the statutory accounts for the period ended 31 December 2009 was unqualified and did not
contain  a statement under Section 498 of the Companies Act 2006. A copy of those financial statements has  been
filed with the Registrar of Companies.

The auditors have not yet reported on the financial statements for the year ended 31 December 2010 and therefore
the amounts stated in this announcement have not been agreed by them".

Contact Information

  • FreshTL plc