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Anteris Technologies Global Corp. Annual Report 2009

Aug 26, 2009

33869_rns_2009-08-26_f76c85f5-60e6-4959-881c-179824bc4c51.pdf

Annual Report

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Innovative BioMedical Devices bioMD Limited ABN 35 088 221 078

Level 11, 225 St Georges Terrace, Perth Western Australia 6000 PO Box 7209, Cloisters Square Western Australia 6850

Telephone (08) 9262 6777 Facsimile (08) 9322 3433 www.biomd.com.au

ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE

1 of 45 pages

27 August 2009

Company Announcements Office Australian Stock Exchange Limited 10[th] Floor, 20 Bond Street SYDNEY NSW 2000

Dear Sir/Madam

Re: Appendix 4E - Preliminary Final Report for the year ended 30 June 2009

The Directors of bioMD Limited are pleased to announce the audited results of the Company for the year ended 30 June 2009.

Yours faithfully

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Caroline L Bentley Company Secretary

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Appendix 4E

Preliminary Final Report

Name of entity

bioMD Limited

ABN
36 055 221 078
For announcement to the market
Financial year ended (“current period”) Financial year ended (“current period”)
30 June 2009
$A’000’s
Revenues from ordinary activities
Loss from ordinary activities after tax
Loss for the year attributable to
members


down
60%
down
11%
down
9%
to
59
to
(1,131)
to
(1,020)
Dividends Amount per security Franked amount per
security
Final dividend proposed NIL¢ NIL¢
Interim dividend NIL¢ NIL¢
2009 2008
Net Tangible Asset Backing 1.01cents 1.62cents

Results Commentary

RESULTS:

The operating loss after taxation of the consolidated entity for the year ended 30 June 2009 amounted to $1.1 million, compared to the previous year’s loss of $1.3 million. Revenues are derived from interest income on funds on deposit. As at 30 June 2009, the Group maintained cash reserves of $1.2 million.

OPERATIONS:

Tissue Heart Valves

The proprietary ADAPT[®] Tissue Engineering Process (TEP) has progressed through all pre-clinical animal trials and is now being evaluated in a Phase II Human Clinical Trial where ADAPT treated patch material is being used to repair heart deformities.

Formal discussions are now being held with global tissue heart valve companies, who have an interest in the ADAPT technology. Some companies are well established market leaders and others are companies looking to develop new percutaneous delivered tissue heart valves.

Biomaterial Implants .

An Australian ethics application has been submitted to commence a human clinical trial in Pelvic Floor Reconstruction.

The global soft tissue repair market which encompasses both synthetic and tissue based biomaterial products has a global value of $1 billion and is growing at 15%pa.

bioMD, through its 76% owned subsidiary, Celxcel, will initially look to partner global medical device companies in co-development/licensing deals to bring an ADAPT treated product to the various markets where a soft tissue repair product is applicable.

Injection Therapy Products

Discussions have continued with interested original equipment manufacturers regarding the commercial use of the Prefilled syringe as a packaging medium for the pharmaceutical industry.

Annual General Meeting

The Annual General Meeting will be held at 10.00am on Wednesday 11 November, 2009 at the Terrace Room, Somerset St Georges Terrace Hotel, 185 St Georges Terrace, Perth WA.

Audit

The financial statements on which this report is based have been audited.

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(ACN 088 221 078)

ANNUAL REPORT 30 JUNE 2009

DIRECTORS’ REPORT

Your Directors present their report on bioMD Limited (“the Company”) and the consolidated entity (referred to hereafter as the Group) for the year ended 30 June 2009.

DIRECTORS

The following persons were Directors of bioMD Limited during the whole of the financial year and up to the date of this report:

Robert N. Scott

Michael C. Bennett

Robert E. T. Towner

PRINCIPAL ACTIVITIES

During the year, the principal continuing activities of the Group consisted of:

  • Research and development of the ADAPT process used in the production of biomaterials derived from animal tissues for use as bioimplants for human use;

  • CSIRO collaboration; and

  • the development and commercialisation of medical therapy products.

OPERATING RESULT

The operating result for the year:

Loss before income tax
Income tax benefit
Loss for the year
CONSOLIDATED
2009
$
2008
$ (1,294,184)
(1,490,265)
162,798
214,323
(1,131,386)
(1,275,942)
THE COMPANY
2009
$
2008
$
(986,316)
(1,362,222)
18,847
86,280
(967,469)
(1,275,942)

DIVIDENDS

No dividend was paid during the year and the Board has not recommended the payment of a dividend.

SHARE CAPITAL

During the period, a non renounceable rights issue on a one-for-two basis was undertaken. 42,913,144 ordinary shares were issued at 2 cents per share, to raise a total of $0.8 million. Funds were used for working capital to support the on-going clinical trial program for the ADAPT tissue engineering process. The offer was fully subscribed, following the placement of the shortfall of the rights issue on 4 May 2009.

REVIEW OF OPERATIONS

Information on the operations and financial position of the Group and its business strategies and prospects is set out in the Review of Operations contained in this Annual Report.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during the financial year, not otherwise disclosed in this report or the Financial Statements.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the Group in future financial years.

ENVIRONMENTAL REGULATIONS

The Group is not currently subject to any environmental regulations.

LIKELY DEVELOPMENTS

The likely developments in operations of the Group are covered in the Annual Report. Further information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the Directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.

1

DIRECTORS’ REPORT

INFORMATION ON DIRECTORS

Director Experience Special
Responsibilities
Particulars of Director’s Interest in Shares
and Options of the Company
Particulars of Director’s Interest in Shares
and Options of the Company
Ordinary Shares Options
R. N. Scott
FCA, MAICD
Non-Executive
Chairman
(Age:62)
appointed 23 June 1999.
Mr Scott has over 35 years
experience in corporate structuring
and taxation consulting. He is a
Fellow of the Institute of Chartered
Accountants in Australia and a Fellow
of the Taxation Institute of Australia.
Other current directorships
Mr Scott holds several public
company non-executive directorships
including:
-
Amadeus Energy Limited since
October 1996;
-
Homeloans Limited since
November 2000;
-
Australian Renewable Fuels
Limited since December 2002;
-
New Guinea Energy Limited
since July 2006;
-
Neptune Marine Services Ltd
since May 2007;
-
CGA Mining Ltd since January
2009.
Former directorships in last 3 years
Non-Executive Director of ETW Ltd
from July 2005 to August 2007
Chair of the Board
Member of Audit
Committee
586,125 1,063,000
M. C. Bennett Executive Director (Age:62) appointed
as Managing Director since 16 July
2003.
Mr Bennett has over 35 years sales
and marketing experience working for
US and European medical device
companies and has been involved in
the introduction of many new medical
and surgical device technologies to
the Australian market. Since 1979 he
owned and operated his own private
surgical supply company and has
exclusively represented some major
overseas medical device
manufacturing companies.
Other current directorships
None
Former directorships in last 3 years
None
Managing Director 9,720,000 600,000
R. E. Towner Executive Director (Age:40) appointed
16 July 2003.
Mr Towner has spent over 15 years in
financial markets as an authorised
representative of Australian
investment advisory firms and as a
director of publicly listed and unlisted
companies.
Other current directorships
None
Former directorships in last 3 years
Non-executive Chairman of
Brainytoys Ltd from August 2005 to
May2006.
17,611,992 3,086,708

2

DIRECTORS’ REPORT

COMPANY SECRETARY

The Company Secretary of bioMD Limited is Caroline L. Bentley. Mrs Bentley was appointed to the position in 2000. She has extensive experience as a chartered accountant in public practice and commerce. She also holds the position of Company Secretary and Executive Director of Amadeus Energy Limited.

MEETINGS OF DIRECTORS

The numbers of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2009, and the numbers of meetings attended by each Director were:

Directors Full Meetings of Directors Full Meetings of Directors Meetings of Audit Committee Meetings of Audit Committee
A B A B
Robert N. Scott 9 9 2 2
Michael C. Bennett 9 9 ** **
Robert E. T. Towner 9 9 ** **

A = Number of meetings attended

B = Number of meetings held during the time the director held office or was a member of the committee during the year

** = Not a member of the relevant committee

The Board meets regularly on an informal basis in addition to the above meetings.

Details of the memberships of the committee of the Board are presented in the Corporate Governance Statement.

RETIREMENT, ELECTION AND CONTINUATION IN OFFICE OF DIRECTORS

Mr Michael Bennett is the Director retiring by rotation, who, being eligible, offers himself for re-election.

REMUNERATION REPORT

The remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration

B Details of remuneration

  • C Service agreements

  • D Share-based compensation

The information provided in this Remuneration Report has been audited as required by section 308(3C) of the Corporations Act 2001. There were no executives other than Directors of the Company during the financial year. Hence no executive disclosures are made in this report. The remuneration arrangements detailed in this report are for Non-Executive and Executive Directors as follows:

Robert Scott Non-Executive Chairman Michael Bennett Managing Director Robert Towner Executive Director

A Principles Used to Determine the Nature and Amount of Remuneration

The objective of the Company’s remuneration framework is to ensure reward for performance is competitive and appropriate for the results delivered and set to attract the most qualified and experienced candidates.

Remuneration levels are competitively set to attract the most qualified and experienced directors and senior executive officers, in the context of prevailing market conditions.

The Company embodies the following principles in its remuneration framework:

  • the Board seeks independent advice on remuneration policies and practices including recommendations on remuneration packages and other terms of employment for Directors; and

  • in determining remuneration, advice is sought from external consultants on current market practices for similar roles, the level of responsibility, performance and potential of the Director and performance of the bioMD Group.

In accordance with best practice corporate governance, the structure of non-executive and executive remuneration is separate and distinct. Remuneration Committee responsibilities are carried out by the full Board.

Non-Executive Director

Fees and payments to the Non-Executive Director reflect the demands which are made on, and the responsibilities of the Director. The Non-Executive Director’s fees and payments are reviewed annually by the Board. The Non-Executive Chairman’s fees are determined based on competitive roles in the external market. The Chairman is not present at any discussions relating to the determination of his own remuneration.

3

DIRECTORS’ REPORT - REMUNERATION REPORT

The current base remuneration was last reviewed in May 2009 when the benefits were unchanged from the previous year. The Chairman currently receives a fixed fee for his services as a Director.

The Company’s Non-Executive Director’s remuneration package contains the following key elements:

  • primary benefits – quarterly director’s fees; and

  • equity – share options under the bioMD Share Option Incentive Plan (as approved by shareholders at the 2004 Annual General Meeting).

The Non-Executive Director’s fees are determined within an aggregate directors’ fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $250,000 per annum and was approved by shareholders at the 2002 Annual General Meeting.

No retirement benefits are provided other than compulsory superannuation.

Share options under the bioMD Share Option Incentive Plan can also be offered to the Non-Executive Director as a long term incentive.

Executive Directors

The Company’s Executive Directors’ remuneration packages contain the following key elements:

  • primary benefits – fees via base service agreements and a parking bay; and

  • equity – share options under the bioMD Share Option Incentive Plan (as approved by shareholders at the Annual General Meeting on 28 October 2004).

The combination of these components comprises the Executive Directors’ total remuneration.

Service agreements are in place for Executive Directors which provide for a fixed base fee per annum. External remuneration information provides benchmark information to ensure the base pay is set to reflect the market for a comparable role. Base fees are reviewed annually to ensure the level is competitive with the market. There is no guaranteed base fee increases included in any Executive Director contracts. A parking bay is also provided as an additional benefit to Executive Directors.

The Company does not offer any variable remuneration incentive plans or bonus schemes to Executive Directors or any retirement benefits, and as such there are no performance related links to the existing remuneration policies.

The following table shows the gross revenue, losses and share price of the Group at the end of the respective financial years:

30 June
2004 2005 2006 2007 2008 2009
Revenue 71,820 205,887 165,309 115,308 147,977 59,043
Net loss (650,347) (1,767,760) (1,177,080) (2,237,442) (1,275,942) (1,131,386)
Share price 17 cents 4.5 cents 4.6 cents 14 cents 5.5 cents 4.4 cents

4

DIRECTORS’ REPORT - REMUNERATION REPORT

B Details of Remuneration

Details of the remuneration of the Directors of the Group is set out below:

2009 Short-term benefits
Post-
employment
benefits
Non-
monetary
benefits
Share
based
benefits
Total
Percentage
remuneration
consisting of
options for
the year
Directors
fees
$
Consulting
fees
$
Salary
$
Superannuation
$
$
Equity
options
$
$
%
Non-Executive
Director
R. Scott
Executive
Directors
M. Bennett
R. Towner
Total key
management
personnel
compensation
(Group)
2008
42,200
-
-
3,800
-
-
46,000
-
-
300,000
-
-
8,760
-
308,760
-
-
200,000
-
-
8,760
-
208,760
-
42,200
500,000
-
3,800
17,520
-
563,520
Non-Executive
Director
R. Scott
Executive
Directors
M. Bennett
R. Towner
Total key
management
personnel
compensation
(Group)
42,200
-
-
3,800
-
-
46,000
-
-
300,000
-
-
7,560
-
307,560
-
-
200,000
-
-
7,560
-
207,560
-
42,200
500,000
-
3,800
15,120
-
561,120

(1) Remuneration is not linked to the performance of the Company.

(2) There are no termination or retirement benefits for Non-Executive Directors (other than statutory superannuation).

(3) Company secretarial services are provided by Amadeus Energy Limited (refer to Note 25(d)).

C Service Agreements

On appointment, the Non-Executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter outlines the Board policies and terms, including remuneration relevant to the office of director.

Remuneration and other terms of employment for the Managing Director and Executive Director are formalised in service agreements. The major provisions relating to remuneration are set out below.

All contracts may be terminated early by either party with six months notice, subject to termination payments as outlined below.

Michael Bennett, Managing Director

  • Term of agreement – 5 years from 1 July 2006;

  • Base fee of $300,000 for the year ended 30 June 2009, to be reviewed annually;

  • Payment of long service leave equal to 3 months of base fee upon completion of 7 years of continuous service;

  • No superannuation payable under the agreement;

  • No performance based benefits payable under the agreement.

Robert Towner, Executive Director

  • Term of agreement – 5 years from 1 July 2006;

  • Base fee of $200,000 for the year ended 30 June 2009, to be reviewed annually;

  • Payment of long service leave equal to 3 months of base fee upon completion of 7 years of continuous service;

  • No superannuation payable under the agreement;

  • No performance based benefits payable under the agreement.

5

DIRECTORS’ REPORT - REMUNERATION REPORT

Termination benefits

Post-employment benefits include accrued long service leave, which is due and payable after every seven consecutive years of service. The service agreements provide Executive Directors with three months of base fee in the event of redundancy. No other termination benefits are payable, unless the Company does not provide the required six month notice period of termination, then three months of base fee is payable.

An agreement is in place between the Company and Amadeus Energy Limited (Amadeus), a company in which Mr Scott is a Director, whereby Amadeus provides company secretarial and administration services to the Company. The agreement has been renewed to January 2010 at a rate of $30,000 per annum, reviewed annually.

Agreement start Agreement end Notice Termination benefits if
date date period terminated by the Company
Executive Directors
M. C. Bennett 1 July 2006 30 June 2011 6 months 3 months of base fee
R. E. Towner 1July2006 30 June2011 6months 3months ofbasefee

D Share-based Compensation

Options

Options over shares in the Company are granted under the bioMD Employee Share Option Plan (‘ESOP’) which was approved by shareholders at the 2004 Annual General Meeting. The Plan is used to reward Directors and employees for their performance and to align their remuneration with the creation of shareholder wealth. There are no performance requirements to be met before exercise can take place. The Plan is designed to provide long-term incentives to deliver longterm shareholder returns. Participation in the Plan is at the discretion of the Board and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The issue of options is not linked to performance conditions because setting the option price at a level above the current share price at the time the options are granted, provides incentive for management to improve the Company’s performance.

The terms and conditions of each grant of Plan options affecting remuneration in the previous, this or future reporting periods are as follows:

Grant Date Date vested and
exercisable
Expiry date Exercise price Value per option at
grant date
16 Nov 2006 16 Nov 2006 16 Nov 2010 10 cents 5.11 cents
19Mar 2008 19Mar 2008 19Mar 2011 10 cents 5.27cents

Options granted under the ESOP carry no dividend or voting rights. The grant date equals the vesting date for all options.

Details of options over ordinary shares in the Company provided as remuneration to each Director is set out below. When exercisable, each option is convertible into one ordinary share of bioMD Limited. Further information is set out in Note 26 to the financial statements.

Number of options granted/vested during the year

Name 2009
2008
Directors
R. N. Scott
M. C. Bennett
R. E. Towner
Company Secretary
C. L. Bentley
-
-
-
-
-
-
-
-
-

During the year no Plan options were issued to Directors. (2008: nil)

No shares have been issued to Directors as a result of the exercise of any Plan options in the current financial year. (2008: nil)

THIS IS THE END OF THE AUDITED RENUMERATION REPORT

6

DIRECTORS’ REPORT

SHARES UNDER OPTION

SHARES UNDER OPTION SHARES UNDER OPTION
Unissued ordinary shares ofbioMD Limited underoptionas at the date ofthisreport are asfollows:
Date options granted
Expiry date
Issue price of shares
Number under option
Value of option at grant
date
16 Aug 2006
16 Aug 2010
10 cents
16 Nov 2006
16 Nov 2010
10 cents
14 Dec 2007
30 Aug 2010
25 cents
19 Mar 2008
19 Mar 2011
10 cents
1,250,000
2.36 cents
1,800,000
5.11 cents
6,264,476
N/A
600,000
5.27 cents
**Total ** 9,914,476

No option holder has any right under the options to participate in any other share issue of the Company or any other entity. The options are exercisable at any time on or before the expiry date.

150,000 options lapsed on 1 November 2008 with an exercise price of $0.15 per option and a further 300,000 options lapsed on 1 February 2009 with an exercise price of $0.15 per option. (2008: 64,104,626 options lapsed on 30 August 2007 with an exercise price of $0.20 per option.)

During the period, 42,913,144 ordinary shares were issued and listed on 6 April and 4 May 2008 under a rights issue prospectus dated 16 February 2009. The funds raised of $858,263 were applied to working capital to fund the development of the ADAPT advanced tissue engineering process.

During the period no ESOP options were issued. (2008: 600,000 ESOP options were issued on 19 March 2008 to an employee of the Company).

During the period no options were exercised. (2008: 35,494 ordinary shares were issued upon the exercise of options at 20 cents per option).

INSURANCE OF OFFICERS

During the year, bioMD Limited paid a premium of $22,082 to insure the Directors and officers of the Company and its controlled entity. No liability has arisen under these indemnities as at the date of this report.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purposes of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001.

NON-AUDIT SERVICES

The Company may decide to employ the auditor on assignments additional to their statutory audit duties, where the auditors’ expertise and experience with the Company are important.

Details of the amounts paid or payable to the auditor (BDO Kendalls Audit & Assurance (WA) Pty Ltd) for audit and nonaudit services provided during the year are set out below.

The Board of Directors has considered the position and, in accordance with the advice received from the Audit Committee, is satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

  • All non-audit services have been reviewed by the Audit Committee to ensure they do not impact on the impartiality and objectivity of the auditor; and

  • None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, including reviewing or auditing the auditor’s own work, acting in a management or a decision-making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.

7

DIRECTORS’ REPORT

During the year the following fees were paid or payable for services provided by the auditor of the Company, its related practices and non-related audit firms:

2009
$
2008
$
Audit Services
BDO Kendalls Audit & Assurance (WA) Pty Ltd
Audit and review of financial reports
Non-audit Services
Other assurance services
Related practices of BDO Kendalls:
AIFRS accounting services
Taxation services
Related practices of BDO Kendalls:
Taxation compliance services
Other services
Related practices of BDO Kendalls:
Benchmarking services
Total remuneration for non-audit services
27,343
-
-
-
-
24,025
2,311
26,200
1,545
30,056

AUDITOR

BDO Kendalls Audit & Assurance (WA) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001 .

AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is attached.

This report is made in accordance with a resolution of the Directors.

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Robert N. Scott

Non-Executive Chairman Perth, Western Australia

Dated this 27th day of August 2009

8

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27[th] August 2009

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The Directors bioMD Limited 11 / 225 St Georges Terrace PERTH WA 6000

Dear Sirs

DECLARATION OF INDEPENDENCE BY PETER TOLL TO THE DIRECTORS OF bioMD LIMITED

As lead auditor of bioMD Limited for the year ended 30 June 2009, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • any applicable code of professional conduct in relation to the audit.

This declaration is in respect of bioMD Limited and the entity it controlled during the period.

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Peter Toll Director

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BDO Kendalls Audit & Assurance (WA) Pty Ltd Perth, Western Australia.

BDO Kendalls is a national association of separate partnerships and entities. Liability limited by a scheme approved under Professional Standards Legislation.

INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

Note CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Revenue from continuing operations
3
Administrative expenses
Employee benefits
4
Asset write-downs
4
Impairment expense
4
Depreciation expense
4
Loss before income tax from continuing
operations
Income tax benefit
5
Loss for the year
Loss is attributable to:
Equity holders of bioMD Limited
Minority interest
Earnings/(Loss) per share (cents per share)
18
Basic loss per share
Diluted loss per share
59,043
147,977
370,176
395,745
(1,141,750)
(1,273,322)
(873,217)
(923,633)
(157,040)
(180,643)
(157,040)
(180,643)
(6,890)
-
(6,890)
-
(36,075)
(176,495)
(312,613)
(649,590)
(11,472)
(7,782)
(6,732)
(4,101)
(1,353,227)
(1,638,242)
(1,356,492)
(1,757,967)
(1,294,184)
(1,490,265)
(986,316)
(1,362,222)
162,798
214,323
18,847
86,280
(1,131,386)
(1,275,942)
(967,469)
(1,275,942)
(1,020,112)
(1,126,607)
(967,469)
(1,275,942)
(111,274)
(149,335)
-
-
(1,131,386)
(1,275,942)
(967,469)
(1,275,942)
Cents
Cents
(1.09)
(1.32)
(1.09)
(1.32)

The above income statements should be read in conjunction with the accompanying notes.

10

BALANCE SHEETS AS AT 30 JUNE 2009

Note CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
ASSETS
Current Assets
Cash and cash equivalents
20
Other receivables
6
Total Current Assets
Non-Current Assets
Property, plant & equipment
8
Other financial assets
7
Intangible assets
9
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
10
Borrowings
11
Total Current Liabilities
Non-Current Liabilities
Provisions
12
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
14
Reserves
15
Accumulated losses
15
Capital and reserves attributable to equity
holders of bioMD Limited
Minority interest
16
TOTAL EQUITY
1,249,650
1,448,627
1,071,150
1,128,477
19,677
74,359
338,358
54,652
1,269,327
1,522,986
1,409,508
1,183,129
31,888
40,994
9,075
18,542
-
-
-
305,991
-
-
-
-
31,888
40,994
9,075
324,533
1,301,215
1,563,980
1,418,583
1,507,662
137,080
126,720
110,543
90,415
20,013
20,013
-
-
157,093
146,733
110,543
90,415
46,077
28,630
46,077
28,630
46,077
28,630
46,077
28,630
203,170
175,363
156,620
119,045
1,098,045
1,388,617
1,261,963
1,388,617
8,976,132
8,135,317
8,976,132
8,135,317
184,630
184,630
184,630
184,630
(8,135,337)
(7,115,224)
(7,898,799)
(6,931,330)
1,025,425
1,204,723
1,261,963
1,388,617
72,620
183,894
-
-
1,098,045
1,388,617
1,261,963
1,388,617

The above balance sheets should be read in conjunction with the accompanying notes.

11

STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2009

Share
Capital
$
Share
Based
Reserves
$
CONSOLIDATED
Accumulated
Losses
$
Total
$
Minority
Interest
$
Total
Equity
$
Balance at 1 July 2007
Loss for the year
Total recognised income and expense for the year
Issue of shares (net of transaction costs)
Employee share options
Balance at 1 July 2008
Loss for the year
Total recognised income and expense for the year
Issue of shares (net of transaction costs)
Balance at 30 June 2009
7,848,502
145,570
-
-
(5,988,617)
2,005,455
333,229
2,338,684
(1,126,607)
(1,126,607)
(149,335)
(1,275,942)
-
-
286,815
-
-
39,060
(1,126,607)
(1,126,607)
(149,335)
(1,275,942)
-
286,815
-
286,815
-
39,060
-
39,060
286,815
39,060
8,135,317
184,630
-
-
-
325,875
-
325,875
(7,115,224)
1,204,723
183,894
1,388,617
(1,020,113)
(1,020,113)
(111,274)
(1,131,387)
-
-
840,815
-
-
-
-
-
-
840,815
-
840,815
8,976,132
184,630
(8,135,337)
1,025,425
72,620
1,098,045
THE
Share
Capital
$
Share
Based
Reserves
$
COMPANY
Accumulated
Losses
$
Total
$
Balance at 1 July 2007
Loss for the year
Total recognised income and expense for the year
Issue of shares (net of transaction costs)
Employee share options
Balance at 1 July 2008
Loss for the year
Total recognised income and expense for the year
Issue of shares (net of transaction costs)
Balance at 30 June 2009
7,848,502
145,570
-
-
(5,655,388)
2,338,684
(1,275,942)
(1,275,942)
-
-
286,815
-
-
39,060
(1,275,942)
(1,275,942)
-
286,815
-
39,060
286,815
39,060
8,135,317
184,630
-
-
-
325,875
(6,931,330)
1,388,617
(967,469)
(967,469)
-
-
840,815
-
-
-
-
840,815
8,976,132
184,630
(7,898,799)
1,261,963

The above Statements of Changes in Equity should be read in conjunction with the accompanying notes.

12

CASH FLOW STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

Note CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers / ATO refunds
Payment to suppliers
Interest received
NET CASH OUTFLOW FROM OPERATING
ACTIVITIES
20
CASH FLOWS FROM INVESTING ACTIVITIES
Payment to related entity
Payments for property, plant & equipment
Payments for intangible assets
Proceeds from sale of plant and equipment
NET CASH OUTFLOW FROM INVESTING
ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from share issues
Share issue transaction costs
NET CASH INFLOW FROM FINANCING
ACTIVITIES
NET DECREASE IN CASH HELD
CASH AT BEGINNING OF THE YEAR
CASH AT THE END OF THE YEAR
20
42,816
251,404
523,291
419,725
(1,103,565)
(1,264,087)
(1,343,525)
(937,775)
(1,060,749)
(1,012,683)
(820,234)
(518,050)
66,303
91,046
32,884
53,347
(994,446)
(921,637)
(787,350)
(464,703)
-
-
(100,000)
-
(9,600)
(23,020)
(4,500)
(11,575)
(36,075)
(40,495)
(6,621)
(18,953)
329
-
329
-
(45,346)
(63,515)
(110,792)
(30,528)
858,263
320,203
858,263
320,203
(17,448)
(33,388)
(17,448)
(33,388)
840,815
286,815
840,815
286,815
(198,977)
(698,337)
(57,327)
(208,416)
1,448,627
2,146,964
1,128,477
1,336,893
1,249,650
1,448,627
1,071,150
1,128,477

The above Cash Flow Statements should be read in conjunction with the accompanying notes.

13

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for bioMD Limited (the ‘Company’) and the consolidated entity consisting of bioMD Limited and its subsidiary (together referred to as the ‘Group’).

The financial report was authorised for issue in accordance with a resolution of the Directors on 27 August 2009.

(a) Basis of Preparation

This general-purpose financial report has been prepared in accordance with Australian Accounting Standards (‘AASB’), other authoritative pronouncements of the Australian Accounting Standards Board, Australian Accounting Interpretations and the Corporations Act 2001 .

The financial report has been prepared on the basis of the historical cost convention and is presented in Australian dollars.

Statement of Compliance

Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (‘AIFRS’). Compliance with AIFRS ensures that the consolidated financial statements and notes of bioMD Limited comply with International Financial Reporting Standards (‘IFRS’).

New accounting standards and interpretations

Certain new accounting standards have been published that are not mandatory for 30 June 2009 reporting periods. The Group has not applied any of the following in preparing this financial report:

Affected Standard Nature and Impact of Change to Accounting
Policy
Application
AASB 8: Operating Segments and AASB 2007-3 Amendments to
Australian Accounting Standards arising from AASB 8
No impact on accounting policy or amounts
recognised in the financial statements, but will
require change to disclosures in relation to
‘management approach’ofsegmentreporting
1 January 2009
AASB 123 : Borrowing Costs and AASB 2007-6 Amendments to
Australian Accounting Standards arisingfrom AASB 123.
No impact on financial statements as no
borrowing costsincurred by the Group to date
1 January 2009
AASB 101: Presentation of Financial Statements and AASB 2007-
8 and AASB 2007-10 Amendments to Australian Accounting
Standards arising from AASB 101
Introduces a statement of comprehensive
income and makes changes to the statement
of changes in equity, but will not affect any of
the amounts recognised in the financial
statements.
1 January 2009
AASB 3 : Business Combinations and AASB 2008-3 Amendments
to Australian Accounting Standards arising from AASB 3 and
AASB 127.
As there is no requirement to retrospectively
restate comparative amounts for business
combinations undertaken before this date,
there is unlikely to be any impact on the
financial
statements
when
this
revised
standard is first adopted.
1 July 2009
AASB 127 : Consolidated and Separate Financial Statements and
AASB 2008-7 Amendments to Australian Accounting Standards
arising from AASB 127.
As there is no requirement to retrospectively
restate the effect of these revisions, there is
unlikely to be any impact on the financial
statements when this revised standard is first
adopted.
Celxcel Pty Ltd is incurring losses. To the
extent that Celxcel incurs losses for the
financial year ending 30 June 2010, such
losses will be attributed to the non-controlling
interest. No adjustment will be made to
comparatives for losses not previously
attributed to thenon-controllinginterest.
1 July 2009
AASB 2008-1 Amendments to AASB 2 Share Based Payments:
Vesting Conditions and Cancellations
The definition of vesting conditions has
changed. To date the company has not issued
any options to employees that include non-
vesting conditions and as such there will be no
impact on the financial statements when the
revised standardis adoptedforthefirst time.
1 January 2009
AASB 2009-2 Amendments to Australian Accounting Standards –
Improving disclosures about financial instruments
As this is a disclosure standard only, there will
be no impact on amounts recognised in the
financial statements. However, various
additional disclosures will be required about
fair values of financial instruments and the
company’sliquidityrisk.
1 January 2009

14

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(b) Principles of Consolidation

Subsidiaries

Subsidiaries are entities controlled by the Company. The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the Consolidated Entity, being bioMD Limited (“Company” or “Parent Entity”) and its subsidiary as defined in AASB 127: Consolidated and Separate Financial Statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.

The consolidated financial statements include the information and results of the subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity. Acquisitions of entities are accounted for using the purchase method of accounting.

In preparing the consolidated financial statements, all inter-company balances and transactions, income and expenses and profit and losses resulting from intra-group transactions are eliminated in full.

Investments in subsidiaries are accounted for at cost in the financial report of bioMD Limited.

(c) Segment Reporting

A business segment is identified for a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is identified when products or services are provided within a particular economic environment subject to risks and returns that are different from those of segments operating in other economic environments.

(d) Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable.

Interest income

Interest income is recognised on a time proportion basis using the effective interest method. When a receivable is impaired, the Group reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

Lease income

Lease income from operating leases is recognised in income on a straight-line basis over the lease term.

(e) Government Grants

Grants from the Government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate.

(f) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

Deferred income tax is provided in full, using the liability method, on temporary difference arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination, that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

15

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Deferred tax liabilities and assets are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

bioMD Limited and its Australian controlled entity has not implemented the tax consolidation legislation.

(g) Operating Leases

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases. Payments made under operating leases are charged to the income statement in a straightline basis over the period of the lease.

Lease income from operating leases, where the Group is lessor, is recognised in income on a straight line basis over the lease term.

(h) Business Combinations

The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, equity instruments issued or assumed at the date of exchange plus costs directly attributable to the acquisition. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a re-assessment of the identification and measurement of the net assets acquired.

(i) Impairment of Assets

Intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which they are separately identifiable cash flows which are largely independent of the cash inflows from other assets or groups of assets (cash generating units). Non-financial assets other than goodwill are reviewed for possible reversal of the impairment at each reporting date.

(j) Cash and Cash Equivalents

For cash flow statement presentation purposes, cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value and bank overdrafts. Bank overdrafts are shown in current liabilities on the balance sheet.

(k) Investments and Other Financial Assets

The Group has no financial assets with the exception of cash and cash equivalents (refer to note 1(j)), receivables and the parent company investment in a subsidiary. The parent entity investment in subsidiary is carried at cost.

(l) Derivatives and Hedging Activities

The Group does not undertake any derivative or hedging activities.

(m) Property, Plant and Equipment

Items of property, plant and equipment are stated at historical cost less accumulated depreciation. Cost is measured as the fair value of the assets given, shares issued or liabilities incurred at the date of acquisition plus costs directly attributable to the acquisition. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be reliably measured. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the reporting period in which they are incurred.

16

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Depreciation is calculated using the straight-line method to allocate cost over the estimated useful life of an item of property, plant and equipment.

The estimated useful lives for each class of assets in the current and comparative periods are as follows:

  • Plant and equipment 3 years

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the income statement.

(n) Intangible Assets

Intellectual property

Costs incurred on intellectual property (IP) are recognised at cost of acquisition. IP has an indefinite life and is carried at cost less any accumulated amortisation and any impairment losses.

Patents

Costs associated with patents are recognised at cost of acquisition. Patents have an indefinite life and are carried at cost less any accumulated amortisation and any impairment losses.

Research and development

Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understanding, is recognised as an expense as incurred.

Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products or services before the start of commercial production or use, is capitalised if the product or service is technically and commercially feasible and adequate resources are available to complete the development. The expenditure capitalised comprises all directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads. Other development expenditure is recognised in the income statement as an expense as incurred. To date, no development costs have been capitalised.

(o) Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(p) Borrowings

Borrowings are initially measured at the principal amount. Interest is charged as an expense as it accrues. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

(q) Employee Benefits

General

Employee benefits expenses arising in respect of wages and salaries, annual leave, long service leave and other types of employee benefits are charged to the income statement in the period in which they are incurred. Contributions to superannuation funds by the Company are charged to the income statement when due. A superannuation scheme is not maintained on behalf of employees.

Wages, salaries, annual leave and sick leave

Liabilities for employee benefits for wages, salaries and annual leave expected to be settled within 12 months of the reporting date represent present obligations resulting from employee’s services provided to reporting date, are measured at undiscounted amounts based on remuneration wage and salary rates that the entity expects to pay at reporting date.

17

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Long service leave

The liability for long service leave is recognised in provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Retirement benefit obligations

The Group makes statutory superannuation guarantee contributions in respect of each employee to their nominated complying superannuation plan. In certain circumstances, pursuant to an employee’s employment contract the Group may also make salary sacrifice superannuation contributions in addition to the statutory guarantee contribution.

Contributions to the employees’ superannuation plans are recognised as an expense as they become payable.

Share based payments

Share based compensation benefits are provided to employees via the bioMD Employee Share Option Plan (ESOP).

The fair value of options granted under the ESOP is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and recognised on that date.

The fair value is determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the non-tradeable nature of the option, the share price and expected price volatility of the underlying shares, the expected yield and the risk free interest rate for the term of the option.

(r) Contributed Equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(s) Earnings Per Share

Basic earnings per share

Basic earnings per share is determined by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account amounts unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding during the financial year.

Options granted under the bioMD Share Option Plan are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share. Details relating to the options are set out in Note 26.

(t) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case, it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.

18

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(u) Trade Receivables

Trade receivables are recognised initially at fair value and then subsequently measured at amortised cost. Trade receivables are due for settlement within 30 days from the date of the sale.

Collectability of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivable.

(v) Accounting Estimates and Judgements

In the process of applying the accounting policies, management has made certain judgements or estimations which have an effect on the amounts recognised in the financial statements.

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

Share based payment transactions

The cost of share based payments to employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using the Black-Scholes model, taking into account the terms and conditions upon which the options were granted.

2. FINANCIAL RISK MANAGEMENT

The Group’s activities expose it to a variety of financial risks (including interest rate risk, credit risk and liquidity risk). The Group’s overall risk management program focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group does not use derivative financial instruments, however, the Group uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate risk, aging analysis for credit risk and at present are not exposed to price risk.

Risk management is carried out by the Board of Directors with assistance from suitably qualified external advisors. The Board provides written principles for overall risk management and further policies will evolve commensurate with the evolution and growth of the Company.

The Group and the Company hold the following financial instruments:

Financial assets
Cash and cash equivalents
Other receivables
Financial liabilities
Trade and other payables
Borrowings
CONSOLIDATED
2009
2008
$
$ 1,249,650
1,448,627
19,677
74,359
1,269,327
1,522,986
137,080
126,720
20,013
20,013
157,093
146,733
THE COMPANY
2009
2008
$
$
1,071,150
1,128,477
338,358
54,652
1,409,508
1,183,129
110,543
90,415
-
-
110,543
90,415

The Group’s principal financial instruments comprise cash and short-term deposits. The Group does not have any borrowings, other than loans from external shareholders of Celxcel Pty Ltd, which are payable at call and interest-free.

On 9 March 2009 the parent entity provided a $100,000 loan to Celxcel (unsecured) at market interest rates, with no fixed term for repayment between the parties. The average interest rate on the loan during the year was 8.95% (2008: N/A).

The main purpose of the financial instruments is to fund the Group’s operations.

19

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

2. FINANCIAL RISK MANAGEMENT (continued)

It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments shall be undertaken. The main risks arising from the Group are cash flow (interest rate risk, liquidity risk and credit risk). The Board reviews and agrees policies for managing each of these risks and they are summarised below:

(a) Market Risk

Foreign exchange risk

The Company does not currently operate internationally and therefore its exposure to foreign exchange risk arising from currency exposures is limited.

Price risk

The Group is not exposed to equity securities price risk and holds no equity investments. The Group is not exposed to any price risks as the Group is carrying out development/commercialisation stage of the technology and no sales of product have been made to date.

Cash flow and interest rate risk

The Group’s only interest rate risk arises from cash and cash equivalents held. Term deposits and current accounts held with variable interest rates expose the group to cash flow interest rate risk. The Company does not consider this to be material to the Group and has therefore not undertaken any further analysis of risk exposure.

The following sets out the Group’s exposure to interest rate risk, including the effective weighted average interest rate by maturity periods:

30 June 2009
Consolidated
Note
Weighted average
interest rate
1 year or less
$
2-5 years
$
Total
$
Financial assets
Cash and cash equivalents
20
2.45%
Financial liabilities
Borrowings
11
0%
Total
30 June 2008
Consolidated
Note
Weighted average
interest rate
1,249,650
-
1,249,650
(20,013)
-
(20,013)
1,229,637
-
1,229,557
1 year or less
$
2-5 years
$
Total
$
Financial assets
Cash and cash equivalents
20
6.88%
Financial liabilities
Borrowings
11
0%
Total
30 June 2009
Company
Note
Weighted average
interest rate
1,448,627
-
1,448,627
(20,013)
-
(20,013)
1,428,614
-
1,428,614
1 year or less
$
2-5 years
$
Total
$
Financial assets
Cash and cash equivalents
20
2.84%
30 June 2008
Company
Note
Weighted average
interest rate
1,071,150
-
1,071,150
1 year or less
$
2-5 years
$
Total
$
Financial assets
Cash and cash equivalents
20
7.10%
1,128,477
-
1,128,477

20

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 30 JUNE 2009

2. FINANCIAL RISK MANAGEMENT (continued)

(b) Credit Risk

The Group does not have any significant concentrations of credit risk. Credit risk is managed by the Board and arises from cash and cash equivalents as well as credit exposure, including outstanding receivables and committed transactions.

All cash balances held at banks are held at internationally recognised institutions. The majority of receivables are immaterial to the Group. Given this, the credit quality of financial assets that are neither past due or impaired can be assessed by reference to historical information about default rates.

The maximum exposure to credit risk at reporting date is the carrying amount of the financial assets as summarised at the start of Note 2.

The Group credit quality of financial assets that are neither past due not impaired can be assessed by reference to external credit ratings (if available) or to historical information about counterparty default rates:

Cash at bank and short-term bank deposits
AA
CONSOLIDATED
2009
2008
$
$ 1,249,650
1,448,627
THE COMPANY
2009
2008
$
$
1,071,150
1,128,477

(c) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity funding.

The Group’s exposure to the risk of changes in market interest rates relates primarily to cash assets and floating interest rates. The Group does not have significant interest-bearing assets and is not materially exposed to changes in market interest rates.

The Directors monitor the cash-burn rate of the Group on an ongoing basis against budget.

As at reporting date the Group had sufficient cash reserves to meet its requirements. The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place.

The financial liabilities the Group had at reporting date were trade payables incurred in the normal course of the business. These were non interest-bearing and were due within the normal 30-60 days terms of creditor payments. Borrowings consist of loans from external shareholders of Celxcel Pty Ltd, which are payable at call and interest-free.

Maturities of financial liabilities

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.

Group – At 30 June 2009

Group – At 30 June 2009
Less than
6 months
6-12
months
1-2 years
2-5 years
Over 5
years
Total
contractual
cash flows
Carrying
amount
(assets)/l
iabilities
$
$
$
$
$
$
$
Non-derivatives
Trade and other payables
Non-interest bearing
Variable rate
Fixed rate
Total non-derivatives
137,080
137,080
137,080
20,013
-
-
-
-
20,013
20,013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
157,013
-
-
-
-
157,013
157,013

21

NOTES TO THE FINANCIAL STATEMENTS (continued)

FOR THE YEAR ENDED 30 JUNE 2009

2. FINANCIAL RISK MANAGEMENT (continued)

Group – At 30 June 2008

Group – At 30 June 2008
Less than
6 months
6-12
months
1-2 years
2-5 years
Over 5
years
Total
contractual
cash flows
Carrying
amount
(assets)/l
iabilities
$
$
$
$
$
$
$
Non-derivatives
Trade and other payables
Non-interest bearing
Variable rate
Fixed rate
Total non-derivatives
126,720
126,720
126,720
20,013
-
-
-
-
20,013
20,013
-
-
-
-
-
-
-
-
-
-
-
-
-
-
146,733
-
-
-
-
146,733
146,733

(d) Fair Value Estimation

The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes.

The carrying value less impairment provision of receivables and trade payables are assumed to approximate their fair values due to their short-term nature.

The consolidated entity’s principal financial instruments consist of cash and deposits with banks, accounts receivable, trade payables and loans payable. The main purpose of these non-derivative financial instruments is to finance the entity’s operations.

(e) Sensitivity Analysis

A sensitivity analysis has not been performed on interest rate risk for the Group or the Company, as the results are deemed immaterial to the Group.

22

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

3. REVENUES

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Revenue from continuing operations
Finance revenue
Administration services income
Sub-lease rental income
Grant income
Other income
Total revenue from continuing operations
Breakdown of Finance Revenue:
Bank interest
Interest from controlled entity
47,043
103,788
46,176
71,645
-
-
312,000
312,000
12,000
12,000
12,000
12,000
-
32,089
-
-
-
100
-
100
59,043
147,977
370,176
395,745
47,043
103,788
43,332
71,645
-
-
2,844
-
47,043
103,788
46,176
71,645

4. EXPENSES

Note CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Loss before income tax includes the following
specific expenses:
Consultancy costs
Rental expense relating to operating leases
Depreciation
Plant & equipment
8
Research and development costs
Write-down of plant & equipment
Impairment of assets:
Intangibles – patents
9
Investment in subsidiary
7
Total impairment losses
Employee benefits expense
Wages and salaries
Superannuation
Leave provisions
Other benefits
Share based payments – equity settled
24
757,750
774,249
577,450
571,160
26,070
26,070
26,070
26,070
11,472
7,782
6,732
4,101
17,957
16,445
-
12,614
6,890
-
6,890
-
36,075
176,495
6,622
18,953
-
-
305,991
630,637
36,075
176,495
312,613
649,590
86,492
54,218
86,492
54,218
10,550
10,302
10,550
10,302
53,132
48,139
53,132
48,139
6,866
36,364
6,866
36,364
-
31,620
-
31,620
157,040
180,643
157,040
180,643

23

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

5. INCOME TAX EXPENSE/(BENEFIT)

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
(a)
Income tax expense/(benefit)
Current tax
Deferred tax
R and D tax rebate
Deferred income tax (revenue)/expense included in
income tax expense comprises:
Decrease/(Increase) in deferred tax assets
(Decrease)/Increase in deferred tax liabilities
(b)
Numerical reconciliation of income tax benefit
to prima facie tax payable
Loss from continuing operations before income tax
expense
Tax at the Australian tax rate of 30% (2008:30%)
Tax effect of amounts that are not deductible/ (taxable) in
calculating taxable income:
Share based payments
Sundry non-assessable/deductible items
Sundry non-deductible items
Under/(over) provision in prior years
Income tax benefit not recognised
R and D tax rebate
Income tax expense/(benefit)
(c)
Tax losses
Unused tax losses for which no deferred tax assets have
been recognised
Potential tax benefit at 30%
All unused tax losses were incurred by Australian entities.
(d)
Unrecognised temporary differences
Deferred tax assets and liabilities not recognised relate to
the following:
Deferred tax assets
Tax losses
Other temporary differences
Deferred tax liabilities
Other temporary differences
Net deferred tax assets
-
-
-
-
-
-
-
-
(162,798)
(214,323)
(18,847)
(86,280)
(162,798)
(214,323)
(18,847)
(86,280)
-
-
-
-
-
-
-
-
-
-
-
-
(1,294,185)
(1,490,265)
(986,316)
(1,362,222)
(388,255)
(447,080)
(295,895)
(408,667)
-
11,718
-
11,718
94,443
(13,736)
94,443
126,838
(2,060)
825
(2,060)
733
(295,872)
(448,273)
(203,512)
(269,378)
-
-
295,872
448,273
203,512
269,378
(162,798)
(214,323)
(18,847)
(86,280)
(162,798)
(214,323)
(18,847)
(86,280)
5,787,836
5,106,269
4,717,514
4,245,811
1,736,351
1,531,881
1,415,254
1,273,743
1,736,351
1,531,881
1,415,254
1,273,743
138,739
107,030
117,486
560,482
(2,649)
(8,693)
(2,846)
7,994
1,872,441
1,630,218
1,529,894
1,842,219

(e) Tax consolidation legislation

bioMD Limited and its Australian controlled entity have not implemented the tax consolidation legislation.

24

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

6. OTHER RECEIVABLES

Note CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Current
Other receivables
Accrued Interest
Loan to controlled entity – unsecured
23
17,515
52,937
233,352
36,354
2,162
21,422
5,006
18,298
-
-
100,000
-
19,677
74,359
338,358
54,652

Other receivables arise from GST refunds expected from the ATO for June 2009.

There are no impaired receivables for both the Group and the parent entity in 2008 or 2009. There are no receivables past due but not impaired.

Refer to Note 2 for information on the risk management policy of the Group.

7. OTHER FINANCIAL ASSETS

Note CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Shares in subsidiary
13
Provision for impairment
-
-
1,858,920
1,858,920
-
-
(1,858,920)
(1,552,929)
-
-
-
305,991

The shares in subsidiary are carried at cost. For further information in relation to the subsidiary – refer to Note 13.

8. PROPERTY, PLANT & EQUIPMENT

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Plant & equipment
Cost
Accumulated depreciation
Net book amount
Reconciliation
Opening net book amount
Additions
Disposals
Asset write-down
Depreciation charge
Closing net book amount
82,400
84,890
46,650
54,240
(50,512)
(43,896)
(32,575)
(35,698)
31,888
40,994
9,075
18,542
40,994
25,756
18,542
11,067
9,600
23,020
4,500
11,576
(368)
-
(369)
-
(6,866)
-
(6,866)
-
(11,472)
(7,782)
(6,732)
(4,101)
31,888
40,994
9,075
18,542

No non-current assets are pledged as security by the Group.

25

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

9. INTANGIBLE ASSETS

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Patents
Patent costs
Opening net book value
Additions - acquisitions
Impairment charge
Closing net book value
-
-
-
-
-
-
-
-
36,075
176,495
6,622
18,953
(36,075)
(176,495)
(6,622)
(18,953)
-
-
-
-

All intangible assets have been assessed to have an indefinite useful life, as the assets are at a point too early to reliably determine the length of their useful life. The recovery of patents remains dependent upon future successful commercial application of the entity’s intellectual property. The recoverable amount of each cash-generating unit is determined based on fair value less costs to sell. As a result, both intellectual property and patent costs have been fully impaired at the date of this financial report.

No third party contracts have been signed to date. This does not in anyway reflect the Directors’ opinion as to the future potential of the ADAPT technology.

10. CURRENT LIABILITIES – TRADE AND OTHER PAYABLES

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Trade payables
Other payables
55,761
71,586
29,224
39,281
81,319
55,134
81,319
51,134
137,080
126,720
110,543
90,415

11. CURRENT LIABILITIES - BORROWINGS

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Loans payable 20,013
20,013
-
-

(a) Financing Arrangements

The loans are unsecured, interest-free and repayable at call to third-party shareholders in Celxcel Pty Ltd.

The Group does not have any lines of undrawn credit and no liabilities or assets are pledged as security.

(b) Fair Value

The fair value of the loans payable equals their carrying amount, as the impact of discounting is not significant.

No off-balance sheet liabilities are reported as at 30 June 2009 (2008: Nil)

(c) Risk Exposure

Information about the Group’s and parent entity’s exposure to interest rate risk is provided in Note 2.

26

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

12. NON CURRENT LIABILITIES – PROVISIONS

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Long service leave provision 46,077
28,630
46,077
28,630

13. SUBSIDIARIES

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiary in accordance with the accounting policy described at Note 1(b).

Name of entity Country of
Incorporation
Class of Shares
Equity Holding
(%)
2009
2008
Celxcel Pty Ltd Australia Ordinary
76.32
76.32

The proportion of ownership interest is equal to the proportion of voting power held.

14. CONTRIBUTED EQUITY

SHARES
$
2009
2008
2009
2008
(a)
Share Capital
Ordinary shares
Fully paid
128,823,113 85,909,969
128,823,113
8,135,317
Notes
No. shares
Issue
Price
$
84,308,356
7,848,502
(d)
35,494
0.20
6,979
(c)
1,566,119
0.20
313,224
(33,388)
85,909,969
8,135,317
(e)
21,062,439
0.02
421,249
(e)
21,850,705
0.02
437,014
(17,448)
128,823,113
8,976,132
Date
(b)
Movements in Ordinary Share Capital
Details
Opening balance
Conversion of options
Rights issue
Transaction costs
Balance
Rights issue
Rights issue - shortfall
Transaction costs
Balance
1/07/06
4/09/07
12/07/07
30/6/08
6/04/09
04/05/09
30/6/09

27

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

14. CONTRIBUTED EQUITY (continued)

(c) Ordinary Shares

Ordinary shares entitle the holder to participate in dividends and the proceeds of winding up of the Company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote and upon a poll each share is entitled to one vote.

(d) Shares Under Option

On 4 September 2007 35,494 listed options were converted into ordinary shares.

Information in relation to the bioMD Employee Share Option Plan, including details of options issued, exercised or lapsed during the financial year is set out in Note 24.

Options over ordinary shares:

9,914,476 listed options on issue as at 30 June 2009 (2008: 6,264,476 listed options).

(e) Rights Issue

A Rights Issue raised $858,263 via the issue of 42,913,144 ordinary shares at 2 cents per share. The Rights Issue Prospectus was dated 12 February 2009, offering one share for every two ordinary shares held by eligible shareholders. Funds were used for working capital to support the on-going clinical trial program for the ADAPT tissue engineering process. The offer was fully subscribed, following the placement of shortfall of the rights issue on 4 May 2009.

(f) Capital Risk Management

The Company’s objective when managing capital is to safeguard the ability to continue as a going concern and to provide returns for shareholders and benefits for other stakeholders and to maintain capital structure to reduce the cost of capital.

The Board of Directors monitors capital on an ad-hoc basis. No formal targets are in place for return on capital or gearing ratios as the Group has not derived any income from the developing technology and currently has no debt facilities in place.

28

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

15. RESERVES AND ACCUMULATED LOSSES

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
(a) Reserves
Share-based payments reserve
Movements:
Share based payments reserve:
Balance 1 July
Option expense
Balance 30 June
(b) Accumulated Losses
Movements in accumulated losses were as follows:
Balance 1 July
Net loss attributable to members of the Company
Balance 30 June
-
184,630
-
184,630
184,630
145,570
184,630
145,570
-
39,060
-
39,060
184,630
184,630
184,630
184,630
(7,115,224)
(5,988,617)
(6,931,330)
(5,655,388)
(1,020,113)
(1,126,607)
(967,469)
(1,275,942)
(8,135,337)
(7,115,224)
(7,898,799)
(6,931,330)

(c ) Nature and Purpose of Reserves

The share-based payments reserve is used to recognise the fair value of options issued to employees and consultants.

16. MINORITY INTEREST

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Interest in:
Share Capital
Accumulated losses
584,389
584,389
-
-
(511,769)
(400,495)
-
-
72,620
183,894
-
-

29

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

17. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
(a)
Audit Services
BDO Kendalls Audit & Assurance (WA) Pty Ltd
Audit and review of financial reports and other
audit work under the Corporations Act 2001
(b)
Non-audit Services
Taxation services
Related entities to BDO Kendalls Audit and Assurance
(WA) Pty Ltd
Non- BDO firms
Other services
Related entities to BDO Kendalls (WA) Pty Ltd
Benchmarking services
AIFRS accounting services
Non- BDO firms
AIFRS accounting services
Total remuneration for non-audit services
27,343
24,025
19,834
16,512
-
26,200
-
15,600
24,200
-
10,600
-
24,200
26,200
10,600
15,600
-
1,545
-
1,545
-
2,311
-
2,311
5,000
-
5,000
-
5,000
30,056
5,000
19,456

It is the Group’s policy to employ BDO Kendalls on assignments additional to their statutory audit duties where BDO’s expertise and experience with the Group are important. These assignments are principally accounting assistance under AIFRS.

30

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

18. EARNINGS PER SHARE

CONSOLIDATED
2009
Number
2008
Number
(a)
Weighted Average Number of Shares Used as the Denominator
Weighted average number of ordinary shares used in the denominator in
calculating basic earnings per share
Adjustment for calculation of diluted earnings per share:
Options
Weighted average number of ordinary shares used in the denominator in
calculating diluted earnings per share
(b)
Earnings Used in Calculating Earnings/(Loss) Per Share
Basic earnings/(loss) per share
Diluted earnings/(loss) per share
(c)
Information concerning classification of securities
94,227,222
85,206,186
-
-
94,227,222
85,206,186
(1,020,112)
(1,126,607)
(1,020,112)
(1,126,9607)

Options:

No listed or unlisted options of bioMD Limited have been included in the determination of basic earnings/(loss) per share because all options on issue have an exercise price above the market share price of the Company as at year end.

Details relating to options granted under the bioMD Employee Share Option Plan (ESOP) are outlined in Note 24.

19. COMMITMENTS

Total expenditure commitments at balance date not provided for in the financial statements

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
(a)
Operating Lease Commitments
Future operating lease commitments not provided for in the
financial statements and payable:
Within one year
Later than one year but no later than five years
The Company leases office space under an operating lease
expiring in November 2009.
The lease has escalation clauses and renewal rights.
On renewal, the terms of the lease were renegotiated.
(b)
Other Commitments - CSIRO
Within one year
Later than one year but no later than five years
The Company is party to a research agreement with CSIRO.
14,300
27,997
14,300
27,997
-
14,300
-
14,300
14,300
42,297
14,300
42,297
-
117,000
-
117,000
-
-
-
-
-
117,000
-
117,000

31

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

20. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
(a)
Reconciliation to Cash at the End of the Year
Cash at bank and in hand
Deposits at call
Total cash at the end of the year
276,689
244,621
98,189
138,471
972,961
1,204,006
972,961
990,006
1,249,650
1,448,627
1,071,150
1,128,477

(b) Cash at Bank and On Hand

These are interest bearing accounts held at bank with average interest rates of 0.15%. (2008: 3.85%)

(c) Deposits At Call

The deposits bear floating interest rates at 3.12% pa. (2008: 7.3% to 7.85%)

The deposits have an average maturity of 30 days.

(d) Interest rate Risk Exposure

The Group’s and the parent entity’s exposure to interest rate risk is discussed in Note 2.

(e) Reconciliation of Loss After Income Tax to Net Cash Outflow from Operating Activities

Loss for the year
Depreciation expense
Asset write-down
Impairment charge
Long service leave
Straight line lease rental
Accrued interest
Income tax benefit
Non-cash employee benefits expense - share based
payments
(Increase)/decrease in receivables
Increase/(decrease) in creditors
Increase/(decrease) in other provisions
Net cash outflow from operating activities
(1,131,386)
(1,275,942)
(967,469)
(1,275,942)
11,472
7,782
6,732
4,101
6,890
-
6,890
-
36,075
176,495
312,613
649,590
-
-
17,462
24,828
916
(916)
(832)
(916)
19,274
(12,741)
13,292
(18,298)
-
219,635
-
188,691
-
39,060
-
39,060
35,422
(6,233)
(196,998)
(3,734)
(26,241)
(116,916)
(14,723)
(95,393)
53,132
48,139
35,685
23,310
(994,446)
(921,637)
(787,350)
(464,703)

21. SEGMENT REPORTING

(a) Description of Segments

Business Segments

The Group operates in two primary business segments:

  • the development of bioimplants; and

  • the development and commercialisation of medical therapy products.

32

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

21. SEGMENT REPORTING (continued)

Geographical Segments

The Group operates are in one geographical area - Australia.

No secondary reporting format is disclosed as the Group only operates in one geographical segment.

a. Primary Reporting Format - Business Segments

2009 Medical therapy
products
$
Bioimplants
$
Eliminations
$
Consolidated
$
Consolidated revenue 370,176 3,711 (314,844) 59,043
Segment result
Loss before tax 986,316 613,860 (350,994) 1,294,184
Income taxbenefit (18,847) (143,951) - (162,798)
Loss for year 967,469 469,910 (305,993) 1,131,386
Segment assets 1,418,583 212,165 (332,533) 1,301,215
Segment liabilities 156,620 379,083 (332,533) 203,170
**Other information **
Acquisitionof non-current assets 4,500 5,100 - 9,600
Depreciation 6,732 4,740 - 11,472
Asset write-down 6,890 - - 6,890
Impairment of intangibles 312,613 29,454 (350,992) 36,075
2008
Consolidated revenue 395,745 64,232 (312,000) 147,977
Segment result
Loss before tax 1,362,222 758,679 (630,636) 1,490,264
Income tax benefit (86,280) (128,043) - (214,323)
Loss for year 1,275,942 630,636 (630,636) 1,275,942
Segment assets 1,507,662 373,835 (317,517) 1,563,980
Segment liabilities 119,045 67,844 (11,526) 175,363
**Other information **
Acquisition of non-current assets 11,575 11,445 - 23,020
Depreciation 4,101 3,681 - 7,782
Assetwrite-down - - - -
Impairment of intangibles 649,590 157,542 (630,637) 176,495

(c) Notes To and Forming Part of Segment Information

(i) Accounting Policies

Segment information is prepared in conformity with the accounting policies as disclosed in Note 1 and Accounting Standard AASB 114: Segment Reporting.

Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by the segment and consist primarily of operating cash, receivables, property, plant and equipment and other intangible assets. Segment liabilities consist primarily of creditors, employee benefits and borrowings. Segment assets and liabilities do not include income taxes.

(ii) Inter-segment transfers

Segment revenues, expenses and results include transfers between segments. Such transfers are priced on an ‘armslength’ basis and are eliminated on consolidation.

33

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

22. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Key Management Personnel

The following persons were key management personnel of bioMD Limited during the financial year:

  • (i) Chairman – Non-Executive

  • Mr Robert Scott

  • (ii) Executive Directors

  • Mr Michael Bennett

  • Mr Robert Towner

(b) Key Management Personnel Compensation

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Short-term employee benefits
Post employment benefits
Non monetary benefits
Share-based payments
542,200
542,200
542,200
542,200
3,800
3,800
3,800
3,800
17,520
15,120
17,520
15,120
-
-
-
-
563,520
561,120
563,520
561,120

(c) Equity Instrument Disclosures Relating to Key Management Personnel

(i) Options provided as remuneration and shares

Details of options provided as remuneration and shares issued on the exercise of options, together with terms and conditions of the options can be found in Section D of the Remuneration Report.

(ii) Option holdings

The number of options over ordinary shares in the Company held during the financial year by each director of bioMD Limited, including their personally related parties, are set out below:

Options Balance at Balance at
Directors of bioMD the start of Granted as the end of Vested and
Limited theyear compensation Exercised Expired theyear Unvested exercisable
2009
R. Scott 1,063,000 - - - 1,063,000 - 1,063,000
M. Bennett 600,000 - - - 600,000 - 600,000
R. Towner 3,086,708 - - - 3,086,708 - 3,086,708
2008
R. Scott 1,667,500 - - (604,500) 1,063,000 - 1,063,000
M. Bennett 5,653,219 - - (5,053,219) 600,000 - 600,000
R. Towner 10,866,770 - - (7,780,062) 3,086,708 - 3,086,708

(iii) Share holdings

The number of shares in the Company held during the financial year by each Director of the Company, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

Ordinary shares Balance at the Received during the year Other changes Balance at the end
Directors of bioMD Limited start of theyear on exercise of options during theyear of theyear
2009
R. Scott 390,750 - 195,375 586,125
M. Bennett 8,170,000 - 1,550,000 9,720,000
R. Towner 11,611,721 - 6,000,271 17,611,992
2008
R. Scott 275,000 - 115,750 390,750
M. Bennett 8,125,938 - 44,062 8,170,000
R. Towner 10,651,080 - 960,641 11,611,721

There are no loans or other transactions at the end of the current year or prior year to Directors of bioMD Limited.

34

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

23. RELATED PARTY TRANSACTIONS

(a) Parent Entity

The parent entity within the Group is bioMD Limited.

(b) Subsidiary

Interest in subsidiary is set out in Note 13.

(c) Key Management Personnel

Disclosures relating to Directors and specified executives are set out in Note 22.

(d) Transactions and Balances with Related Parties

Amadeus Energy Ltd, a company in which Mr R. Scott is a Director, has an agreement with the Company to provide company secretarial and administration services commencing from 27 November 2006 and also a sub-lease for office space for a period of 3 years from 27 November 2006. As at 30 June 2009 bioMD owes Amadeus Energy Ltd a balance of $6,960 (2008: $9,740).

During the current year, bioMD Limited renewed an agreement in place with Celxcel Pty Ltd to provide management and administration services for a further year from 1 April 2009. As at 30 June 2009 Celxcel owes bioMD a balance of $229,690 (2008:$28,600) in relation to management services.

Capstone Capital Pty Ltd, a company in which Mr R. Towner was a Director, had an agreement with the Company to sublease office space for a period of 1 year from 1 April 2008. On 1 January 2009 the sub-lease was taken over by Cornerstone Corporate Pty Ltd, a company in which Mr Towner is a Director. The lease has been renewed for a period of 1 year from 1 August 2008. As at 30 June 2009 Cornerstone owes bioMD Ltd a balance of $3,300 (2008: Capstone $5,516).

The above transactions are on commercial arms-length basis.

The following transactions occurred with related parties:

THE COMPANY
2009
$
2008
$
Other transactions
Remuneration paid to directors of the parent entity
Company secretarial and administration fees paid to Amadeus Energy Limited
Office recharge costs paid to Amadeus Energy Limited
Administration and management services to Celxcel Pty Ltd
Reimbursement of expenses by Celxcel to bioMD
Reimbursement of expense by bioMD to Celxcel
Sub-lease office rental from Cornerstone Corporate Pty Ltd
563,520
561,120
30,000
30,000
47,300
46,747
312,000
312,000
1,044
20,287
-
11,525
12,000
12,000

The following balance is outstanding at reporting date in relation to transactions with related parties:

Current receivables (administration and management services)

Subsidiary 229,690 28,600

No provision for doubtful debts have been raised in relation to the outstanding balance and no expense has been recognised in respect of bad or doubtful debts due from related parties.

35

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

23. RELATED PARTY TRANSACTIONS (continued)

(d)
Loans to/from related parties
Loan to subsidiary
Beginning of the year
Loans advanced
Interest charged
End of year
THE COMPANY
2009
$
2008
$
-
-
100,000
-
2,844
-
102,844
-

No provision for doubtful debts have been raised in relation to any outstanding balances, and no expense recognised in respect of bad or doubtful debts due from related parties. The outstanding loan is unsecured and repayable in cash.

24. SHARE BASED PAYMENTS

(a) Employee Share Option Plan

The bioMD Employee Share Option Plan (ESOP) was approved by shareholders at the 2004 Annual General Meeting. Eligible Employees (as defined in the Plan and which includes Directors, employees and consultants) are able to participate in the Plan.

The terms of the ESOP include:

  • Options are issued to selected Eligible Employees for free;

  • The allotment of options is at the discretion of the Board of Directors;

  • Shares allotted on the exercise of the options are to be issued at an exercise price determined by the Board in its absolute discretion, which price shall not be less than the minimum exercise price permitted by the Listing Rules;

  • Options expire 4 years after the grant date;

  • Options are unlisted and not transferable unless the Directors in their absolute discretion agree to a transfer; and

  • Options carry no dividend rights or voting rights.

The Company has a total of 3,650,000 staff options over ordinary shares in the Company as at 30 June 2009. (2008: 3,950,000)

During the current financial year no options were issued to employees (2008: 600,000).

Set out below are summaries of options granted under the Plan:

Grant date
Expiry date
Exercise
price
$
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Expired
during the
year
Number
Vested and
Exercisable at
end of year
Number
2009
01-Feb-05
01-Feb-09
0.15
16-Aug-06
16-Aug-10
0.10
16-Nov-06
16-Nov-10
0.10
19-Mar-08
19-Mar-11
0.10
Total
Weighted average exercise price
300,000
-
-
(300,000)
-
1,250,000
-
-
-
1,250,000
1,800,000
-
-
-
1,800,000
600,000
-
-
-
600,000
3,950,000
-
-
-
3,650,000
$0.10
$0.15
$0.10

The weighted average remaining contractual life of share options outstanding at the end of the period was 1.40 years

36

NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE YEAR ENDED 30 JUNE 2009

24. SHARE BASED PAYMENTS (continued)

Grant date
Expiry date
Exercise
price
$
Balance at
start of the
year
Number
Granted
during the
year
Number
Exercised
during the
year
Number
Expired
during the
year
Number
Vested and
Exercisable at
end of year
Number
2008
01-Feb-05
01-Feb-09
0.15
16-Aug-06
16-Aug-10
0.10
16-Nov-06
16-Nov-10
0.10
19-Mar-08
19-Mar-11
0.10
Total
Weighted average exercise price
300,000
-
-
-
300,000
1,250,000
-
-
-
1,250,000
1,800,000
-
-
-
1,800,000
-
600,000
-
-
600,000
3,350,000
600,000
-
-
3,950,000
$0.10
$0.10
$0.10

The weighted average remaining contractual life of share options outstanding at the end of the period was 1.175 years.

(b) Expenses Arising from Share Based Payment Transactions

Total expenses arising from share based payment transactions recognised during the period as part of employee benefit expense were as follows:

CONSOLIDATED
THE COMPANY
2009
$
2008
$ 2009
$
2008
$
Options issued under employee option plan -
31,620
-
31,620

(c) Fair Value of Options Granted

No options were granted during the year ended 30 June 2009. The assessed fair value at grant date of options granted during the year ended 30 June 2008 was 5.27 cents per option. The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the option term, the share price at grant date and expected price volatility of the underlying share and the risk-free interest rate for the term of the option.

The model inputs for options granted during the year ended 30 June 2008 included:

  • options granted for no consideration, have a four year life and exercisable at any time prior to expiry date;

  • exercise price: $0.10;

  • grant date: 19 March 2008;

  • expiry date: 19 March 2011;

  • share price at grant date: 11.1 cents;

  • expected price volatility of the company’s shares: 90%;

  • expected dividend yield: 0% (based on historic volatility); and

  • risk-free interest rate: 6.08%.

25. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

There have been no subsequent events to balance sheet date which would have a material effect on the Group’s financial statements at 30 June 2009.

26. DIVIDENDS

No dividends have been declared or paid during the period.

37

DIRECTORS’ DECLARATION

The Directors of the Company declare that:

  1. The financial statements, comprising the income statement, balance sheet, cash flow statement, statements of changes in equity, accompanying notes, are in accordance with the Corporations Act 2001 and:

  2. (a) comply with Accounting Standards, the Corporations Regulations 2001 ; and

  3. (b) give a true and fair view of the financial position as at 30 June 2009 and of the performance for the year ended on that date of the Company and the consolidated entity.

  4. In the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

  5. The remuneration disclosures included in the Director’s Report (as part of the Remuneration Report) for the year ended 30 June 2009, comply with section 300A of the Corporations Act 2001 .

  6. The Directors have been given the declarations by the Managing Director and chief financial officer required by section 295A of the Corporations Act 2001 .

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

==> picture [117 x 30] intentionally omitted <==

ROBERT N. SCOTT Non-Executive Chairman

Perth, Western Australia

Dated this 27th day of August 2009

38

==> picture [152 x 32] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF bioMD LIMITED

==> picture [170 x 151] intentionally omitted <==

Report on the Financial Report

We have audited the accompanying financial report of bioMD Limited, which comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the disclosing entity and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the disclosing entity are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that compliance with Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, 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 report 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 the directors, as well as evaluating the overall presentation of the financial report.

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

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 would be in the same terms if it had been given to the directors at the time this audit report was made.

BDO Kendalls is a national association of separate partnerships and entities. Liability limited by a scheme approved under Professional Standards Legislation.

==> picture [152 x 31] intentionally omitted <==

Auditor’s Opinion

In our opinion the financial report of bioMD Limited is in accordance with the Corporations Act 2001 , including:

  • (a) (i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2009 and of their performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.

  • (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included on pages 3 to 6 of the directors’ report for the year ended 30 June 2009. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion, the Remuneration Report of bioMD Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001.

BDO Kendalls Audit & Assurance (WA) Pty Ltd

Peter Toll Director

Signed in Perth, Western Australia Dated this 27[th] day of August 2009.

SHAREHOLDER DETAILS

The number of shares held by the substantial shareholders as at 14 August 2009:

Name No. ordinary % of issued
shares held capital held
Ochre Health Group Pty Ltd 13,000,000 10.09
Mandolin Pty Ltd 11,924,492 9.26
Victoria Park Investments Pty Ltd 10,457,500 8.12
Parerg Pty Ltd 9,600,000 7.45
Voting rights
The shares carry the right to one vote for each share held.
Distribution of shareholders
Number of ordinary shareholders: 860
Number of ordinary shares No. of shareholders
1 - 1,000 138
1,001 - 5,000 143
5,001 - 10,000 127
10,001 - 100,000 330
100,001 and over 122
Total 860
Twenty Largest Shareholders
No. ordinary % of issued
Name shares held capital held
Ochre Health Group Pty Ltd 13,000,000 10.09
Mandolin Pty Ltd 11,924,492 9.26
Victoria Park Investments Pty Ltd 10,457,500 8.12
Parerg Pty Ltd 9,600,000 7.45
R E T Towner 5,687,500 4.41
Towner 2,821,127 2.19
Hooker & Associates Pty Ltd 2,527,115 1.96
Idobee Pty Ltd 2,361,900 1.83
J D Ord 2,075,000 1.61
Carter Capital Limited 1,800,000 1.40
F and A Popovsky 1,750,000 1.35
Spinifex Holdings Pty Ltd 1,650,330 1.28
LSAF Holdings Pty Ltd 1,625,000 1.26
Torwood Resources Limited 1,600,000 1.24
Celebration Holdings Pty Ltd 1,500,000 1.16
Zoltarn Pty Ltd 1,367,500 1.06
I Neethling 1,300,000 1.01
F G Spanyik 1,250,454 0.97
L F Lewis 1,250,000 0.97
WM and Ml Sam Yue
1,184,116
0.92

The 20 largest shareholders hold 59.56% of the Company's issued capital.

41