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BETMAKERS TECHNOLOGY GROUP LTD Annual Report 2013

Dec 10, 2015

64512_rns_2015-12-10_6f1b0866-7591-4365-a0aa-74f4492cec28.pdf

Annual Report

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TopBetta Holdings Limited (Represented by Operis Momentus Pty Ltd & its controlled entities)

Financial Statements for the

Financial Year Ended 30 June 2013

TopBetta Holdings Limited

Financial Statements for the Financial Year Ended 30 June 2013

PAGE
Director's Report 1
Auditor's Independence Declaration 2
Independent Auditor's Report 3
Director's Declaration 5
Statement of Profit or Loss and Other Comprehensive Income 6
Statement of Financial Position 7
Statement of Changes in Equity 8
Statement of Cash Flows 9
0 -
Notes to the Financial Statements 10

TopBetta Holdings Limited

Director's Report

The director of TopBetta Holdings Limited ("the Company") submits herewith the annual financial report for the year ended 30 June 2013. The financial report represents the consolidated results and financial position of the entities that now form the TopBetta Holdings Limited group of companies. The financial report represents the consolidated results of Operis Momentus Pty Ltd and the entities it controlled throughtout the financial year ("the Group"). The director reports as follows:

DIRECTORS

Todd Buckingham was director for the whole of the financial year and up to the date of this report.

PRINCIPAL ACTIVITIES & RESULTS

The Group's principal activities during the period were online gaming and wagering services. The Group incurred a loss for the year ended 30 June 2013 of $1,274,638.

SUBSEQUENT EVENTS

On 1 July 2013, the Group was acquired by TopBetta Holdings Limited (formerly OM Group Holdings Pty Limited). In July 2015, one of the Company's subsidiaries, TopBetta Pty Ltd, received seven Court Attendance Notices issued by the New South Wales office of Liquor, Gaming and Racing in the Local Court in Sydney. Each of these Court Attendance Notices allege that the TopBetta Pty Ltd committed an offence under clause 12 of the Racing Administration Regulation 2012 relating to the publication of gambling advertisement on its website between 30 April 2015 to 16 May 2015, that offered a reward as an inducement to participate in a gambling activity. However, the promotion which appears to be the subject of the complaints is no longer being provided. If established, each of these offences would cause TopBetta Pty Ltd to be subject to a maximum penalty of $5,500, or a total of $33,000. TopBetta Pty Ltd, through its lawyers, has requested further information relating to the allegations made in the Court Attendance Notices. Until that information is received and reviewed, TopBetta Pty Ltd is not in a position to enter a plea in respect of the allegations made in the Court Attendance Notice. If the matters proceed to a hearing, TopBetta Pty Ltd anticipates that these hearings will take place in late 2015 or early 2016.

There has not been any other matter or circumstance that has arisen since the end of the financial period, that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

INDEMNIFICATION OF OFFICERS

No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the Company.

AUDITOR'S INDEPENDENCE DECLARATION

The auditor's independence declaration is included on page 2 of the financial report.

This report is signed in accordance with a resolution of the director.

...................................................... Todd Buckingham

Newcastle, NSW

Dated: 17 November 2015

1

Auditor's Independence Declaration to the Director of TopBetta Holdings Limited

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the director of TopBetta Holdings Limited.

As lead audit partner for the audit of the TopBetta Holdings Limited financial report for the year ended 30 June 2013, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

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

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

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PKF NEWCASTLE

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MJ Matthews Partner Chartered Accountants Dated: 17 November 2015

PKF(NS) Audit & Assurance Limited Partnership ABN 91 850 861 839

Liability limited by a scheme approved under Professional Standards Legislation

Sydney Newcastle Level 8, 1 O’Connell Street 755 Hunter Street Sydney NSW 2000 Australia Newcastle West NSW 2302 Australia GPO Box 5446 Sydney NSW 2001 PO Box 2368 Dangar NSW 2309 p +61 2 8346 6000 p +61 2 4962 2688 f +61 2 8346 6099 f +61 2 4962 3245

PKF International Limited administers a network of legally independent firms which carry on separate business under the PKF Name. PKF International Limited is not responsible for the acts or omissions of individual member firms of the network. For office locations visit www.pkf.com.au

2

Independent Audit Report to the Members of TopBetta Holdings Limited for the Financial Year Ended 30 June 2013

Report on the Financial Report

We have audited the special purpose financial report of TopBetta Holdings Limited, which comprises the statement of financial position as at 30 June 2013, and statement of profit or loss and other comprehensive income, 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 director's declaration of the consolidated entity comprising the company and the entities it controlled (the "Group"), at the year’s end or from time to time during the financial year.

Director's Responsibility

The director of the Group is responsible for the preparation and fair presentation of the financial report and has determined that the accounting policies described in Note 1 to the financial statements, which form part of the financial report, are consistent with his financial reporting requirements and are appropriate to meet the needs of the members. The director's responsibilities also include establishing and maintaining internal control 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. No opinion is expressed as to whether the accounting policies used, as described in Note 1, are appropriate to meet the needs of the members. 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 judgment, 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 director, as well as evaluating the overall presentation of the financial report.

The financial report has been prepared for distribution to members for the purpose of fulfilling the Company's financial reporting obligations. We disclaim any assumption of responsibility for any reliance on this report or on the financial report to which it relates to any person other than the members, or for any purpose other than that for which it was prepared.

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 Australian professional ethical pronouncements.

PKF(NS) Audit & Assurance Limited Sydney Newcastle Partnership Level 8, 1 O’Connell Street 755 Hunter Street ABN 91 850 861 839 Sydney NSW 2000 Australia Newcastle West NSW 2302 Australia GPO Box 5446 Sydney NSW 2001 PO Box 2368 Dangar NSW 2309 Liability limited by a scheme approved under Professional p +61 2 8346 6000 p +61 2 4962 2688 f +61 2 8346 6099 f +61 2 4962 3245

Liability limited by a scheme approved under Professional Standards Legislation

PKF International Limited administers a network of legally independent firms which carry on separate business under the PKF Name. PKF International Limited is not responsible for the acts or omissions of individual member firms of the network. For office locations visit www.pkf.com.au

3

Independent Audit Report to the Members of TopBetta Holdings Limited for the Financial Year Ended 30 June 2013 (Continued)

Audit Opinion

In our opinion, the financial report presents fairly, in all material respects, the financial position of the Group as of 30 June 2013 and of its financial performance and its cash flows for the year then ended in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations).

Emphasis of Matter

Without qualifying our opinion, we draw attention to the Statements of Financial Performance and Financial Position which indicates that the Group incurred a net loss of $1,274,638 during the year ended 30 June 2013 and, as of that date, the Group's current liabilities exceeded its current assets by $667,002. These conditions, along with other matters as set out in Note 1(a), indicate the existence of a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern. Accordingly, should the Group not be able to continue as a going concern, it may not realise its assets and extinguish its liabilities in the normal course of business.

Basis of Accounting

Without modifying our opinion, we draw attention to Note 1 of the financial report, which describes the basis of accounting. The financial report has been prepared for the purpose of fulfilling the director's financial reporting responsibilities. As a result, the financial report may not be suitable for another purpose.

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PKF NEWCASTLE Chartered Accountants

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MARTIN MATTHEWS Partner

Newcastle, NSW

Dated: 17 November 2015

4

TopBetta Holdings Limited

Director's Declaration

In the director's opinion:

a) the company is not a reporting entity because there are no users dependent on general purpose financial statements. Accordingly as described in Note 1 to the financial statements, the attached special purpose financial statements have been prepared to satisfy the director's financial reporting requirements;

b) the attached financial statements and notes thereto comply with the Corporations Act 2001, the Accounting Standards as described in note 1 to the financial statements, the Corporations Regulations and other mandatory professional reporting requirements;

c) in the director's 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; and

d) in the director's opinion, the attached financial statements and notes thereto give a true and fair view of the financial position as at 30 June 2013 and of its performance for the financial year ended on that date.

This statement is made in accordance with a resolution of the director made pursuant to s.295(5) of the Corporations Act 2001.

.......................................................

Todd Buckingham

Newcastle, NSW

Dated: 17 November 2015

5

TopBetta Holdings Limited

Statement of Profit or Loss and Other Comprehensive Income for the

Financial Year Ended 30 June 2013

Revenue
Cost of Sales
Gross Profit
Other income
Administration expenses
Finance costs
Employee benefits expense
Marketing expenses
IT expenses
Occupancy expenses
Depreciation and amortisation expense
Professional fees
Loss before income tax benefit
Income tax benefit
Loss after income tax benefit
Other comprehensive income
Total comprehensive income
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interest
Year Ended
30 June 2013
$
801,285
(641,021)
160,264
477,299
(162,587)
(52,337)
(681,368)
(100,272)
(68,345)
(42,315)
(8,207)
(780,471)
(1,258,339)
(16,299)
(1,274,638)
-
(1,274,638)
(1,129,544)
(145,094)
(1,274,638)

Notes to the financial statements are included on pages 10 to 18.

6

TopBetta Holdings Limited

Statement of Financial Position as at 30 June 2013

Note
Current assets
Cash and cash equivalents
2
Trade and other receivables
3
Total current assets
Non-current assets
Plant and equipment
4
Intangible assets
5
Tax assets
6
Total non-current assets
Total assets
Current liabilities
Trade and other payables
7
Provisions
8
Borrowings
9
Total current liabilities
Non-current liabilities
Provisions
8
Borrowings
9
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Accumulated losses
10
Total equity attributable to equity holders of the Company
Non-Controlling Interest
11
Total equity
Note 2013
2012
$
$
64,372
38,177
320,720
494,890
385,092
533,067
9,826
6,528
359,648
355,561
-
-
369,474
362,089
754,566
895,156
765,765
460,981
23,453
11,555
262,876
-
1,052,094
472,536
6,385
502
387,433
268,183
393,818
268,685
1,445,912
741,221
(691,346)
153,935
658,757
400,030
(1,419,901)
(290,357)
(761,144)
109,673
69,798
44,262
(691,346)
153,935

Notes to the financial statements are included on pages 10 to 18.

7

TopBetta Holdings Limited

Statement of Changes in Equity for the

Financial Year Ended 30 June 2013

Additional NCI investment
Loss for the period
Balance at the start of the financial year
Balance at the end of the financial year
Shares issued during the year
Issued capital
Accumulated
losses
Non-Controlling
Interest
Total equity
$
$
$
400,030
(290,357)
44,262
153,935
258,727
-
- 258,727
-
-
170,630 170,630
-
(1,129,544)
(145,094)
(1,274,638)
658,757
(1,419,901)
69,798
(691,346)

Notes to the financial statements are included on pages 10 to 18.

8

TopBetta Holdings Limited

Statement of Cash Flows for the

Financial Year Ended 30 June 2013

Note
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
R&D claims received
Net cash used in operating activities
13(b)
Cash flows from investing activities
Payments for plant and equipment
Payment for acquisition of businesses
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Net movement in related party loans
Proceeds from issue of convertible notes
Net cash provided by financing activities
Net increase in cash and cash equivalents
13(a)
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Note 2013
$
735,754
(1,780,309)
390,980
(653,575)
(6,596)
(54,487)
(61,083)
-
358,727
119,250
262,876
740,853
26,195
38,177
64,372

Notes to the financial statements are included on pages 10 to 18.

9

TopBetta Holdings Limited

Notes to the Financial Statements for the Financial Year Ended 30 June 2013

1 Summary of accounting policies

Financial reporting framework

The Company is not a reporting entity because in the opinion of the directors there are unlikely to exist users of the financial report who are unable to command the preparation of reports tailored so as to satisfy specifically all of their information needs. Accordingly, this ‘special purpose financial report’ has been prepared to satisfy the director's reporting requirements.

Statement of compliance

The financial report represents the consolidated results and financial position of Operis Momentus Pty Limited and the entities it controlled throughout the financial year. The financial report has been prepared in accordance with the mandatory Australian Accounting Standards and the significant accounting policies disclosed below, which the director has determined are appropriate to meet the needs of members.

The financial report is prepared on an accruals basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of noncurrent assets.

The following significant accounting policies have been adopted in the preparation and presentation of the following report:

(a) Going Concern

The financial report has been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the normal course of business.

The Group generated a net loss of $1,274,638 for the year ended 30 June 2013. The Group was acquired by TopBetta Holdings Limited (formerly OM Group Holdings Pty Limited) ("new Group") on 1 July 2013. The new Group continued to incur losses in financial years ended 30 June 2014 and 2015. The new Group has signed an agreement with Foster Stockbroking Pty Limited in connection with a proposed initial public offering ("IPO") and issue of between $5m-$6m of securities in TopBetta Holdings Limited. It is expected that this IPO will occur before 31 December 2015.

It is on this basis that the Director considers the new Group to be a going concern. Should the new Group be unable to raise additional capital, there is significant uncertainty over its ability to continue as a going concern. Should the consolidated entity not be able to continue as a going concern, it may not realise its assets and extinguish its liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or liabilities that might be necessary should the Group not continue as a going concern.

10

TopBetta Holdings Limited

Notes to the Financial Statements for the

Financial Year Ended 30 June 2013

1 Summary of accounting policies (Continued)

(b) Comparative Figures

The 2012 comparative balances on the Statement of Financial Position comprise Operis Momentus Pty Ltd and a 50.1% interest in Topbetta Pty Ltd. The interest in Topbetta was acquired by Operis Momentus Pty Limited on 29th June 2012.

(c) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, cash in banks and investments in money market instruments, net of outstanding bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.

(d) Employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.

Liabilities recognised in respect of employee benefits expected to be settled within 12 months, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of employee benefits which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the Company in respect of services provided by employees up to reporting date.

(e) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

  • i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

  • ii. for receivables and payables which are recognised inclusive of GST.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(f) Payables

Trade payables and other accounts payable are recognised when the Company becomes obliged to make future payments resulting from the purchase of goods and services.

11

TopBetta Holdings Limited

Notes to the Financial Statements for the Financial Year Ended 30 June 2013

1 Summary of accounting policies (Continued)

(g) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Wagering revenue

Revenue is recognised as the residual value after deducting the return to customers from wagering turnover.

The amounts bet on an event are recognised as a liability until the outcome of the event is determined, at which time the revenue is brought to account. Open betting positions are carried at fair value and gains and losses arising on these positions are recognised in revenue.

Rendering of services

Revenue is recognised once the service has been rendered.

Interest revenue

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(h) Receivables

Trade accounts receivable generally settled within 30 days are carried at amounts due. A provision is raised for any doubtful debts based on a review of all outstanding amounts at balance date. Bad debts are written off in the period in which they are identified.

(i) Income Tax

The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current tax and deferred tax are recognised in profit or loss except to the extent that they relate to a business combination or are recognised directly in equity or in other comprehensive income. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses.

12

TopBetta Holdings Limited

Notes to the Financial Statements for the

Financial Year Ended 30 June 2013

1 Summary of accounting policies (Continued)

(j) Income Tax (Continued)

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply or the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets related to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

(k) Intangible Assets

Goodwill acquired in a business combination is initially measured at its cost, being the excess of the cost of the business combination over the Company's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised at the date of acquisition.

Goodwill is not amortised but is reviewed for impairment annually. For the purpose of impairment testing, goodwill is allocated to each of the Company's cash-generating units expected to benefit from the synergies of the business combination. Cash generating units or to which goodwill has been allocated are tested for impairment annually, or more frequently if events or changes in circumstances indicate that goodwill might be impaired.

If the recoverable amount of the cash generating unit is less than the carrying amount of the cash generating unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the cash generating unit and then to the other assets of the cash generating units pro rata on the basis of the carrying amount of each asset in the cash generating unit. An impairment loss recognised for goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.

On disposal of an operation within a cash generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal of the operation.

(l) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current.

13

TopBetta Holdings Limited

Notes to the Financial Statements for the Financial Year Ended 30 June 2013

1 Summary of accounting policies (Continued)

(m) Financial Instruments

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Loans and receivables

Loans and receivables are non derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Financial liabilities

Non derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Impairment

At each reporting date, the Company assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available for sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in profit and loss.

(n) Adoption of New and Revised Accounting Standards

In the current year, the Company has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to its operations and effective for the current annual reporting period.

14

TopBetta Holdings Limited

Notes to the Financial Statements for the

Financial Year Ended 30 June 2013

2
Cash on hand
Petty cash
Cash at bank
Trade receivables
GST receivable
4
Furniture & fittings - at cost
Furniture & fittings- accumulated depreciation
Total plant & equipment
5
Goodwill
6
Deferred tax asset
Research & development tax receivable
Plant & equipment
Plant & equipment - at cost
Plant & equipment - accumulated depreciation
Cash and cash equivalents
Intangible assets
Tax assets
2013
2012
$
$
119
29
500
500
63,753
37,648
64,372
38,177
37,783
-
243,722
483,423
39,215
11,467
320,720
494,890
18,356
13,183
(10,694)
(8,819)
7,662
4,364
2,164
2,164
-
-
2,164
2,164
9,826
6,528
359,648
355,561
-
-

15

TopBetta Holdings Limited

Notes to the Financial Statements for the

Financial Year Ended 30 June 2013

7
Trade payables
Other payables
8
Current
Non-current
9
Current
Secured liabilities:
Unsecured liabilities:
Non-current
Unsecured liabilities:
10
Add back: Non Controlling Interest
Borrowings
Trade and other payables
Balance at the end of the financial year
Provisions
Loan - related parties
Accumulated losses
Balance at the beginning of the financial year
Employee entitlements
Net loss for the period
(i) Borrowings are secured over the assets of the company
Loan - convertible notes (i)
Loan - related parties
Employee entitlements
2013
2012
$
$
595,423
425,734
170,342
35,247
765,765
460,981
23,453
11,555
6,385
502
262,876
-
-
-
262,876
-
387,433
268,183
(290,357)
-
(1,274,638)
(290,357)
145,094
-
(1,419,901)
(290,357)

16

TopBetta Holdings Limited

Notes to the Financial Statements for the

Financial Year Ended 30 June 2013

2013 2012
$ $
11 Non-Controlling interest
Non-controlling interest at the beginning of the year 44,262 -
Additional investment in the year 170,630 44,262
Share of net loss for the financial year (145,094) -
69,798 44,262
12 Remuneration of auditors
Audit of the financial statements 17,500 10,500
13 Notes to the cash flow statement
(a) Reconciliation of cash and cash equivalents
For the purposes of the cash flow statement, cash and cash
equivalents includes cash on hand and in banks and
investments in money market instruments, net of
outstanding bank overdrafts. Cash and cash equivalents at
the end of the financial year as shown in the cash flow
statement is reconciled to the related items in the
statement of financial position as follows:
Cash and cash equivalents 64,372 38,177
(b) Reconciliation of loss for the period to net cash flows from
operating activities
Loss for the year (1,274,638)
Depreciation of plant and equipment 3,298
Writedowns to recoverable amount 7,493
Changes in assets / liabilities:
Decrease in trade and other receivables 75,754
Increase in other assets (27,748)
Increase in trade and other payables 304,784
Decrease in tax receivable 239,701
Increase in provisions 17,781
Net cash from operating activities (653,575)

17

TopBetta Holdings Limited

Notes to the Financial Statements for the

Financial Year Ended 30 June 2013

14 Subsequent events

On 1 July 2013, the Group was acquired by TopBetta Holdings Limited (formerly OM Group Holdings Pty Limited). In July 2015, one of the Company's subsidiaries, TopBetta Pty Ltd, received seven Court Attendance Notices issued by the New South Wales office of Liquor, Gaming and Racing in the Local Court in Sydney. Each of these Court Attendance Notices allege that the TopBetta Pty Ltd committed an offence under clause 12 of the Racing Administration Regulation 2012 relating to the publication of gambling advertisement on its website between 30 April 2015 to 16 May 2015, that offered a reward as an inducement to participate in a gambling activity. However, the promotion which appears to be the subject of the complaints is no longer being provided. If established, each of these offences would cause TopBetta Pty Ltd to be subject to a maximum penalty of $5,500, or a total of $33,000. TopBetta Pty Ltd, through its lawyers, has requested further information relating to the allegations made in the Court Attendance Notices. Until that information is received and reviewed, TopBetta Pty Ltd is not in a position to enter a plea in respect of the allegations made in the Court Attendance Notice. If the matters proceed to a hearing, TopBetta Pty Ltd anticipates that these hearings will take place in late 2015 or early 2016.

There has not been any other matter or circumstance that has arisen since the end of the financial period, that has significantly affected, or may significantly affect, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

15 Contingent liabilities and assets

Other than that disclosed elsewhere in the report, the Company had no contingent liabilities or assets as at 30 June 2013.

16 Commitments

The group has no commitments at 30 June 2013.

17 Additional company information

TopBetta Holdings Limited is a company limited by shares, incorporated in Australia.

Principal Place of Business and Registered Office

TopBetta Holdings Limited 83 Regent Street, New Lambton NSW 2305

18