EV RESOURCES LTD — Regulatory Filings 2007

Sep 27, 2007

ABN 66 009 144 503

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2007

CORPORATE DIRECTORY 1
CORPORATE GOVERNANCE STATEMENT 2
DIRECTORS' REPORT 5
AUDITOR'S INDEPENDENCE DECLARATION 9
INDEPENDENT AUDIT REPORT 10
DIRECTORS' DECLARATION 12
INCOME STATEMENTS 13
BALANCE SHEETS 14
STATEMENTS OF CHANGES IN EQUITY 15
CASH FLOW STATEMENTS 16
NOTES TO AND FORMING PART OF THE ACCOUNTS 17
ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES 37

RICHFIELD GROUP LIMITED ABN 66 009 144 503 (Incorporated in Western Australia)

REGISTERED OFFICE

Suite 2, Level 10 3 Spring Street Sydney New South Wales 2000

DIRECTORS

Mr Mark Balfour Mr Steven Pynt Mr Michael Scivolo

AUDITORS

Bentleys MRI Perth Partnership Level 1 10 Kings Park Road West Perth Western Australia 6005

SHARE REGISTRY

Computershare Investor Services Pty Ltd Level 2, 45 St. George's Terrace Perth WA 6000

STOCK EXCHANGE LISTING

ASX Limited ASX Code - RCH

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT

In recognising the need for the highest standards of corporate behavior and accountability, the directors of Richfield Group Limited ("Richfield") support the principles of corporate governance.

The board of directors of Richfield is responsible for the corporate governance of the entity and endorses the need for high standards of corporate governance. The board guides and monitors the business and affairs of Richfield on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Principles of Good Corporate Governance, as recommended by the Australian Stock Exchange Corporate Governance Council, are as follows:

• Principle 1. Lay solid foundations for management and oversight
• Principle 2. Structure of the Executive Committee to add value
• Principle 3. Promote ethical and responsible Conduct of the Directors and Executive Officers
• Principle 4. Encourage enhanced performance
• Principle 5. Respect the rights of business conduct
• Principle 6. Safeguard integrity in Company share dealings
• Principle 7. Promote communication strategies
• Principle 8. Make timely and balanced disclosure
• Principle 9. Recognise and manage risk

Because of the size of the board and the level of activity of the company, the board is yet to adopt a formalized structure of corporate governance as defined above. The board has kept its corporate governance practices under review and will ensure that the necessary policies are adopted as required by the company.

AUDIT COMMITTEE

There is currently no Audit Committee as the company is not of a size to require this and the duties normally performed by an audit committee are undertaken by the board as whole. The company's Auditors attend the Annual general Meeting, at which time they are available to answer shareholder questions in relation to their audit.

REMUNERATION COMMITTEE

Given its size and stage in development, the board has decided not to establish or to delegate specific authority to a remuneration committee. Responsibilities which would normally be delegated to such committees are performed by the board as a whole. The remuneration report of the Richfield Group which includes all directors is included within the Directors' Report. All directors are remunerated by way of fees only and do not receive options, bonus payments or retirement benefits. Upon retirement, there is no contractual right to further benefits other than statutory superannuation.

The board fulfills its responsibilities to shareholders which include:

• ensuring that remuneration policies are appropriate;
• determining the basis for any incentive schemes for the company (none currently in place); and
• reviewing as required, the compensation arrangements for directors.

ROLE OF BOARD

The management and control of the business of Richfield Group Limited is vested in the board. The board's primary responsibility is to oversee Richfield's business activities and management for the benefit of its shareholders. The board also recognises its responsibilities to Richfield's employees, the environments and communities in which the company operates and where appropriate, other stakeholders. The board strives to create shareholder value and ensure that shareholders' funds are prudently safeguarded.

The board's main task during the financial year was to identify commercial opportunities, assess areas of business risk, and co-ordinate financial resources. In regard to considering opportunities for business expansion, the board:

• reviews the strategic fit to the group;
• undertakes systematic research;
• reviews profitability; and
• ensures it is within the control of the group.

The board's responsibilities include:

• The establishment of continuous disclosure controls throughout the consolidated entity. The board ensures compliance with the ASX Listing Rules continuous disclosure requirements and makes announcements accordingly, to keep the market and shareholders informed. Any information concerning the company that a person could reasonably expect to have a material effect on the company's share price is announced to the ASX;
• The review of legislative and regulatory obligations, and identification of all business risks;
• The periodical review of the nomination of external auditors and the adequacy of the existing external audit arrangements;
• The determination and review of employment contracts for all key personnel; and
• The maintenance of ethical standards and the satisfying of community expectations in respect of its corporate conduct. The directors of Richfield adopt the basic tenet in the ASX Principles that the company must at all times exercise high standards of integrity, honesty, fairness and performance. In addition, all directors are required to comply with the company's policy governing trading in the company's securities, which prohibits share trading at any time an individual is in possession of price sensitive information that is not available to the market and which could reasonably be expected to influence the market.

STRUCTURE OF THE BOARD

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors' Report. Directors of Richfield Group Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with – the exercise of their unfettered and independent judgement.

Throughout 2007 there were three directors, all being non-executive directors, and two of which were classified as independent in accordance with the definition of independence outlined in the ASX Good Corporate Governance Principles. Details of the members of the board, including their experience, expertise, qualifications and term of office are set out in the Directors' Report.

The Chairman of the board is responsible for the leadership of the board, ensuring that board activities are organised and efficiently conducted and for setting the agenda for board meetings. Under the company's constitution, the maximum term for a director before they must be re-elected by the members is three years.

PERFORMANCE

The performance of the board and key executives is reviewed and assessed regularly against both specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Richfield Group Limited. Directors whose performance is consistently unsatisfactory may be asked to retire

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES CORPORATE GOVERNANCE STATEMENT

Subject to any legal restrictions, all directors have access to the company's records, the company Secretary and other relevant information within Richfield. In addition to board papers, agendas and other related information, the board is provided with reports and any other information considered relevant in order for the directors to discharge their duties effectively. Each director has the right to seek independent professional advice at the company's expense. Prior approval of the Chairman is required but this may not be unreasonably withheld.

REMUNERATION

It is the company's objective to provide maximum stakeholder benefit from the retention of a high quality board and executive team by remunerating directors and key executives fairly and appropriate with reference to relevant employment market conditions. When considered appropriate the board will link the nature and amount of executive directors' and officers' emoluments to the company's financial and operational performance. The expected outcomes of any future remuneration structure will be the:

• Retention and motivation of key executives;
• Attraction of quality management to the company; and
• Implementation of Performance incentives which allow executives to share in the success of the company.

As stated earlier, there is no scheme to provide retirement benefits, other than statutory superannuation, to directors.

The board is responsible for determining and reviewing compensation arrangements for the directors.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT

The directors present their report together with the financial report of Richfield Group Limited and its controlled entities ("the company" or "consolidated entity") for the year ended 30 June 2007 and the independent audit report thereon.

DIRECTORS

The directors of the company at any time during or since the end of financial year were:

Mr. Steven Pynt LLB MBA

Chairman and Non-executive director Appointed 2 February 1995

After completing his law degree in 1980, Mr. Pynt worked with a law firm for two and a half years before joining a major accounting firm where he worked as a tax consultant. Subsequently, he established his own legal firm that later merged with a medium size Perth firm. Mr. Pynt is a director of McDonald Pynt solicitors, practicing primarily in commercial law.

Currently Mr. Pynt is Chairman of Richfield International Limited, a director of Gondwana Resources Ltd and Chairman of Working Systems Solutions Ltd. All of these companies are all listed on the ASX.

Mr. Mark Balfour

Non-executive director Appointed 5 February 2007

Mr. Balfour is a Corporate & Resources lawyer with more than 25 years experience in practice variously as a Sole Practitioner, Partner in a small to medium size Australian law firms, Company Secretary and Corporate Counsel to an ASX top 300 company and presently, as both in-house and external Legal Counsel to several Australian public companies.

Mr. Michael Scivolo

Non- executive director Appointed 5 February 2007

Mr. Scivolo completed a Bachelor of Commerce degree in 1971 and worked with various accounting firms as a tax consultant gaining CPA status in 1972. He became a partner in a medium size Perth practice in 1977 and has extensive experience in accounting and taxation work with corporate and non-corporate entities.

Mr. Scivolo is also a director of Sabre Resources Ltd which is listed on the ASX.

Mr. Jack Guo Jin Bai

Mr. Jack Bai was a director from the beginning of the financial year until his resignation on 5 February 2007.

Mr. Christopher Bai

Mr. Christopher Bai was a director from the beginning of the financial year until his resignation on 5 February 2007.

COMPANY SECRETARY

Ms Jane Wilder BA LLB ACIS Company Secretary

Appointed 1 March 2007

Ms Wilder holds Bachelor degrees in Law and Arts from Monash University and a Diploma of Applied Corporate Governance from Chartered Secretaries Australia. She first became Company Secretary of a listed company in 2003 (Tempo Services Ltd – now privatized and de-listed) and has also acted as Company Secretary for listed companies Customers Ltd and Ventracor Ltd.

PRINCIPAL ACTIVITIES

The company did not carry on a business during the financial year. A number of commercial opportunities in various industries were reviewed during the course of the financial year.

OPERATING RESULTS AND FINANCIAL REVIEW

The loss attributable to members of the parent entity after providing for income tax amounted to \$179,053 (2006: (\$127,763).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

In March 2007, the company successfully completed a placement of 69,500,000 shares at a price of \$0.0075 per share raising the sum of \$521,250.00. The placement was undertaken via a sophisticated investor book-build.

DIVIDENDS

No dividends were paid or declared during the financial year ended 30 June 2007.

MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

No matter or circumstance has arisen since 30 June 2007 that has significantly affected or may significantly affect:

• a) the group's operations in future financial years, or
• b) the results of those operations in future financial years, or
• c) the group's state of affairs in future financial years.

LIKELY DEVELOPMENTS

The company continues to investigate and assess commercial opportunities.

DIRECTORS' INTERESTS

The relevant interest of each director in the shares, interests in registered schemes and rights or options over such instruments issued by the companies within the consolidated entity and other related bodies corporate, as notified by the directors to the Australian Stock Exchange in accordance with S205G (1) of the Corporations Act 2001, at the date of this report is as follows:

	Ordinary
Directors	Shares
Mr. S Pynt	8,000
Mr. M Balfour	0
Mr. M Scivolo	0

MEETINGS OF DIRECTORS'

The number of directors' meetings and the number of meetings attended by each of the directors of the company during the financial year are:

Director	Number of meetings eligible to attend	Number of meetings attended during the year
Mr. S Pynt	2	2
Mr. J Bai	1	1
Mr. C Bai	1	1
Mr. M Balfour	1	1
Mr. M Scivolo	1	1

In addition there were sixteen (16) Circular Resolutions signed by the directors who were eligible to vote.

SHARE OPTIONS

During or since the end of the financial year, the company has not granted any options over the unissued ordinary shares to the directors of the company.

INDEMNIFICATION AND INSURANCE OF OFFICERS

Indemnification has not been provided nor insurance paid during the financial year for any person who is or has been a director or other officer of the company.

Since the end of the previous financial year, the company has not paid any insurance premiums for any person who is or has been an auditor of the company.

REMUNERATION REPORT

The key management personnel of the company include the directors and other officers of the company. The directors' fees are approved by the board within the aggregate approved by the shareholders at a general meeting. The fee pool currently stands at \$200,000 as approved at the company's AGM in November 2000. The total remuneration paid to each director was reviewed with effect from 1 February 2007 and was adjusted to \$12,000 per annum. The company does not provide retirement benefits however, directors may salary sacrifice an element of their total remuneration to superannuation.

Details of the remuneration of each director are set out below. These disclosures apply in respect to both the Consolidated Entity and the Parent Entity.

	Short-term employment benefits ¹	Post-employment benefits ²	Total
2007	\$	\$	\$
Directors' Fees
Steven Pynt - Chairman	33,000	-	33,000
Mark Balfour	-	5,000	5,000
Michael Scivolo	-	5,000	5,000
Total	33,000	10,000	43,000

¹ Cash salary and fees

² Superannuation

No fees were paid to directors or other key management personnel during the financial year ended 30 June 2006.

ENVIRONMENTAL REGULATION AND PERFORMANCE

The company's operations are not regulated by any significant environmental regulation under the Law of the Commonwealth or of a State or Territory.

NON-AUDIT SERVICES

During the year, Bentleys MRI Perth Partnership, the company's auditor, performed certain other services in addition to their statutory duties.

The board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT (CONT)

• all non-audit services were subject to the corporate governance procedures adopted by the company to ensure they do not impact the integrity and objectivity of the auditor; and
• the non-audit services provided do not undermine the general principles relating to auditor independence as set out in Professional Statement FI Professional Independence, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision making capacity for the company, acting as an advocate for the company or jointly sharing risks and rewards.

A copy of the auditors' independence declaration as required under Section 307C of the Corporations Act 2001 is included on page 9.

Details of the amounts paid to the auditor of the company, Bentleys MRI Perth Partnership for audit and non-audit services provided during the year are set out below:

	Consolidated
	2007 \$	2006 \$
Statutory audit
Audit and review of financial reports	14,250	10,800
Other services
Taxation compliance services	3,000	1,900
Corporate Advisory services	7,000	-
Other services	4,537	-
	28,787	12,700

AUDITOR

Bentleys MRI Perth Partnership continues in office in accordance with Section 327 of the Corporations Act 2001.

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

Mr. Steven Pynt Director

Dated at PERTH this 27th day of September 2007

Bentleys MRI Perth Partnership ABN 17 735 344 518

Level 1, 10 Kings Park Road West Perth WA 6005 Australia

PO Box 570 West Perth WA 6872

T 61 8 9480 2000 F 61 8 9322 7787

admin@bmrip.com.au www.bentleys.com.au

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES ABN 66 009 144 503

AUDITOR'S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001

I declare that, to the best of my knowledge and belief during the year ended 30 June 2007 there has been:

• i no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
• ii no contraventions of any applicable code of professional conduct in relation to the audit.

BENTLEYS MRI PERTH PARTNERSHIP

MICHAEL J HILLGROVE PARTNER

27th day of September 2007

Bentleys MRI Perth Partnership ABN 17 735 344 518

Level 1, 10 Kings Park Road West Perth WA 6005 Australia

PO Box 570 West Perth WA 6872

T 61 8 9480 2000 F 61 8 9322 7787

admin@bmrip.com.au www.bentleys.com.au

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RICHFIELD GROUP LTD

Report on the Financial Report and AASB 124 Remuneration Disclosures Contained in the Directors' Report

We have audited the accompanying financial report of Richfield Group Ltd (the "Company"), which comprises the balance sheets as at 30 June 2007, and the income statements, statements of changes in equity, and statements of cash flows for the year ended on that date, a summary of significant accounting policies and other explanatory notes 1 to 25, and the directors' declaration set out on pages 13 to 38 of the Group comprising the Company and the entities it controlled at the year's end or from time to time during the financial year.

As permitted by the Corporations Regulations 2001, the Company has disclosed information about the remuneration of directors and executives ("remuneration disclosures"), required by Australian Accounting Standard AASB 124 Related Party Disclosures, under the heading "Remuneration Report" in the Directors' report and not in the financial report. We have audited these remuneration disclosures.

Directors' responsibility for the financial report and the AASB 124 remuneration disclosures contained in the Directors' report.

The directors of the Company 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 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.

The directors of the Company are also responsible for the remuneration disclosures contained in the Directors' report.

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. Our responsibility is also to express an opinion on the remuneration disclosures contained in Directors' report based on our audit.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report and the remuneration disclosures contained in the Directors' report. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report and the remuneration disclosures contained in the Directors' 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 and the remuneration disclosures contained in the Directors' 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 and the remuneration disclosures contained in the Directors' report.

Chartered Accountants

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RICHFIELD GROUP LTD

Report on the Financial Report and AASB 124 Remuneration Disclosures Contained in the Directors' Report (continued)

We performed the procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001 and Australian Accounting Standards (including the Australian Accounting Interpretations), a view which is consistent with our understanding of the Company's and the Group's financial position and of their performance and whether the remuneration disclosures are in accordance with Australian Accounting Standard AASB 124.

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 followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Auditor's opinion on the financial report

In our opinion, the financial report of Richfield Group Ltd is in accordance with the Corporations Act 2001, including:

• (i) giving a true and fair view of the Company's and the Group's financial position as at 30 June 2007 and of their performance for the financial year ended on that date, and
• (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001.

Auditor's opinion on AASB 124 remuneration disclosures contained in the directors' report

In our opinion, the remuneration disclosures that are contained in the Remuneration report in the Directors' report comply with Australian Accounting Standard AASB 124 Related Party Disclosures.

INHERENT UNCERTAINTY REGARDING THE GOING CONCERN ASSUMPTION

Without qualification to the opinion expressed above, attention is drawn to the following matter

GOING CONCERN

We refer to Note 1 to the financial statements relating to the preparation of the financial statements on a going concern basis. The ability of the Company and the consolidated entity to operate as going concerns is dependent on the operations becoming profitable or additional funds being provided by financiers or shareholders of the entity.

BENTLEYS MRI PERTH PARTNERSHIP

MICHAEL HILLGROVE PARTNER

Dated at Perth this 27th day of September 2007.

In accordance with a resolution of the directors of Richfield Group Limited, I declare that:

• 1. In the opinion of the directors:
• a. the financial statements and notes of the company are in accordance with the Corporations Act 2001, including:
  • i. giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2007 and of their performance for the year ended on that date; and
  • ii. complying with Accounting Standards and Corporation Regulations 2001; and
• b. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
• 1. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial period ending 30 June 2007.

On behalf of the board

Mr. Steven Pynt Director

Dated at PERTH this 27th day of September 2007

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2007

NOTE	2007 \$	2006 \$	2007 \$	2006 \$
5	40,913	21,738	40,913	2,897
	-	(8,611)	-	-
	(14,821)	(66,648)	-	(6,000)
	(152)	(1,349)	(152)	(304)
	(204,993)	(72,893)	(195,012)	(193,451)
6 7	(179,053) -	(127,763) -	(154,251) -	─────── (196,858) -
	(179,053)	(127,763)	(154,251)	─────── (196,858)
	(179,053)	(127,763)	(154,251)	─────── (196,858)
Earnings per share for loss attributable to the				═══════
10 10	CENTS (0.0004) (0.0004)	CENTS (0.0003) (0.0003)
		─────── ─────── ─────── ═══════ ───────	CONSOLIDATED ENTITY ─────── ─────── ─────── ═══════ ───────	PARENT ENTITY ─────── ─────── ─────── ═══════

BALANCE SHEETS AS AT 30 JUNE 2007

NOTE	2007 \$	2006 \$	2007 \$	2006 \$
11 12	418,872 16,766	101,719 27,021	415,484 16,766	98,221 - ───────
	435,638	128,740	432,250	98,221 ───────
13 15 16	22,378 - -	37,296 7,574 -	22,378 - -	37,296 7,574 - ───────
	22,378	44,870	22,378	44,870 ───────
	458,016	173,610	454,628	143,091 ───────
17	176,451 ─────── 176,451	186,663 ─────── 186,663	133,748 ─────── 133,748	160,257 ─────── 160,257 ───────
	176,451	186,663	133,748	160,257 ───────
	281,565	(13,053)	320,880	(17,166) ═══════
18 19 20	9,223,096 (2,217) (8,939,314)	8,730,799 16,409 (8,760,261)	9,223,096 - (8,902,216)	8,730,799 - (8,747,965)
	281,565	(13,053)	320,880	─────── (17,166) ═══════
		─────── ─────── ─────── ─────── ─────── ─────── ─────── ═══════ ─────── ═══════	CONSOLIDATED ENTITY ─────── ─────── ─────── ─────── ─────── ─────── ─────── ═══════ ─────── ═══════	PARENT ENTITY ─────── ─────── ─────── ─────── ─────── ─────── ─────── ═══════ ─────── ═══════

STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2007

	NOTE	ISSUED CAPITAL	RESERVES	ACCUMULATED LOSSES	TOTAL
CONSOLIDATED ENTITY
Balance at 1 July 2005 'In Specie' Distribution	18	8,963,131 (232,332)	(24,503) -	(8,632,498) -	306,130 (232,332)
Adjustments from translation of foreign controlled entities Loss attributable to members of	19	-	40,912	-	40,912
parent entity	20	-	-	(127,763)	(127,763)
Balance at 30 June 2006		───────── 8,730,799 ─────────	───────── 16,409 ─────────	───────── (8,760,261) ─────────	───────── (13,053) ─────────
Contributions of equity, net of transaction costs Adjustments from translation of	18	492,297	-	-	492,297
foreign controlled entities	19	-	(18,626)	-	(18,626)
Loss attributable to members of parent entity	20	-	-	(179,053)	(179,053)
Balance at 30 June 2007		───────── 9,223,096 ═════════	───────── (2,217) ═════════	───────── (8,939,314) ═════════	───────── 281,565 ═════════
PARENT ENTITY
Balance at 1 July 2005 'In Specie' Distribution Loss attributable to members of	18	8,963,131 (232,332)	- -	(8,551,107) -	412,024 (232,332)
parent entity	20	-	-	(196,858)	(196,858)
Balance at 30 June 2006		───────── 8,730,799 ─────────	───────── - ─────────	───────── (8,747,965) ─────────	───────── (17,166) ─────────
Contributions of equity, net of transaction costs	18	492,297	-	-	492,297
Loss attributable to members of parent entity	20	-	-	(154,251)	(154,251)
Balance at 30 June 2007		───────── 9,223,096 ═════════	───────── - ═════════	───────── (8,902,216) ═════════	───────── 320,880 ═════════

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES CASH FLOW STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2007

	NOTE	CONSOLIDATED ENTITY 2007 \$	2006 \$	PARENT ENTITY 2007 \$	2006 \$
CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Interest received		2,835 (162,334) 2,981	77,487 (248,431) 2,897	- (157,959) 2,981	7,546 (72,063) 2,897
Net cash outflow from operating activities	23(a)	─────── (156,518) ───────	─────── (168,047) ───────	─────── (154,978) ───────	─────── (61,620) ───────
CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant & equipment Loans to controlled entities Net cash inflow/(outflow) from investing activities		- - ─────── - ───────	640 - ─────── 640 ───────	- (20,056) ─────── (20,056) ───────	- (40,028) ─────── (40,028) ───────
CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Share Issue Transaction Costs	18 18	521,250 (28,953) ───────	- - ───────	521,250 (28,953) ───────	- - ───────
Net cash inflow from financing activities		492,297 ───────	- ───────	492,297 ───────	- ───────
Net increase/(decrease) in cash and cash equivalents		335,779	(167,407)	317,263	(101,648)
Cash and cash equivalents at the beginning of the financial year		101,719	251,598	98,221	199,869
Effect of exchange rates on cash holdings in foreign currencies		(18,626)	17,528	-	-
Cash and cash equivalents at the end of the financial year	11	─────── 418,872 ═══════	─────── 101,719 ═══════	─────── 415,484 ═══════	─────── 98,221 ═══════

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

This financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Urgent Issues Group Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers the consolidated entity of Richfield Group Limited and controlled entities, and Richfield Group Limited as an individual parent entity. Richfield Group Limited is a listed public company, incorporated and domiciled in Australia.

The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

BASIS OF PREPARATION

Richfield Group Limited and controlled entities, and Richfield Group Limited as an individual parent entity have prepared financial statements in accordance with the Australian equivalents to International Financial Reporting Standards (AIFRS).

The parent and consolidated entities have elected to adopt the exemptions available under AASB 1 relating to AASB 132: Financial Instruments: Disclosure and Presentation, and AASB 139: Financial Instruments: Recognition and Measurement.

Reporting Basis and Conventions

The financial report has been prepared on an accrual basis and is based on historical cost and does not take into account changing money values, or except where stated current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Richfield Group Limited ("company" or "parent entity") as at 30 June 2007 and the results of all subsidiaries for the year then ended. Richfield Group Limited and its subsidiaries together are referred to in this financial report as the "consolidated entity" or "group".

Subsidiaries are all those entities over which the company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the company controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries.

Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Investments in subsidiaries are accounted for at cost in the individual financial statements of Richfield Group Limited.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(a) Principles of Consolidation (Cont'd)

All inter-company balances and transactions between entities in the consolidated entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Where controlled entities have entered or left the consolidated entity during the year, their operating results have been included/excluded from the date control was obtained or until the date control ceased.

If applicable, minority equity interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(b) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(c) Inventories

Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an appropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs.

(d) Property, Plant & Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Plant & Equipment

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

The cost of fixed assets constructed within the consolidated entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

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 consolidated benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the consolidated entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

CLASS OF FIXED ASSET	DEPRECIATION RATE
Leasehold Improvements	2%
Plant and Machinery	10% - 20%
Office Furniture	6% - 20%
Office Equipment	20%
Motor Vehicles	10% - 30%

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 gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings

(e) Leases

A distinction is made between finance leases which effectively transfer from the lessor to the lessee substantially all the risks and benefits incidental to ownership of leased non-current assets, and operating leases under which the lessor effectively retains substantially all such risks and benefits.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.

(f) Financial Instruments

Recognition

Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Financial assets at fair value through profit and loss

A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise.

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.

Held-to-maturity investments

These investments have fixed maturities, and it is the group's intention to hold these investments to maturity. Any held-to-maturity investments held by the group are stated at amortised cost using the effective interest rate method.

Available-for-sale financial assets

Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

Financial liabilities

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

Derivative instruments

Derivative instruments are measured at fair value. Gains and losses arising from changes in fair value are taken to the income statement unless they are designated as hedges.

Richfield Group Limited and Controlled Entities designates certain derivatives as either;

• i. hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); or
• ii. hedges of highly probably forecast transactions (cash flow hedges).

At the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions is documented.

Assessments, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash flows of hedged items, are also documented.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(i) Fair value hedge

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedge asset or liability that are attributable to the hedged risk.

(ii) Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred to a hedge reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in the hedge reserve in equity are transferred to the income statement in the periods when the hedged item will affect profit or loss.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm's length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the group assess 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 impairment has arisen. Impairment losses are recognised in the income statement.

(g) Impairment of Assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

(h) Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

(i) Foreign Currency Transactions and Balances Functional and presentation currency

The functional currency of each of the group's entities is measured using the currency of the primary consolidated environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity's functional and presentation currency.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

Transaction and balances

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

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.

Group companies

The financial results and position of foreign operations whose functional currency is different from the group's presentation currency are translated as follows:

• assets and liabilities are translated at year-end exchange rates prevailing at that reporting date;
• income and expenses are translated at average exchange rates for the period; and
• retained earnings are translated at the exchange rates prevailing at the date of the transaction.

Exchange differences arising on translation of foreign operations are transferred directly to the group's foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed.

(j) Employee Entitlements

Provision is made for the company's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

(k) Cash

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of one month or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

(l) Revenue

Revenue from the sale of goods is recognised upon the delivery of goods to customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from investment properties is recognised on an accruals basis or straight-line basis in accordance with leases agreements.

Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associates and joint venture entities are accounted for in accordance with the equity method of accounting.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

All revenue is stated net of the amount of goods and services tax (GST).

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(m) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are expensed in the period in which they are incurred.

(n) Trade and Other Creditors

These amounts represent liabilities for goods and services provided to the Consolidated Entity 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.

(o) Contributed Equity

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

(p) Earnings Per Share

(i) Basic earnings per share

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

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(q) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(r) Going Concern

The financial report has been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and liabilities in the ordinary course of business and on the assumption of sufficient funds becoming available for the operations of the consolidated entity.

The basis of adopting the going concern assumption is dependent upon the Richfield Group Ltd and controlled entities raising additional funds from debt or equity sources, or operations becoming profitable in the future.

(s) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(t) New Standards and Interpretations not yet adopted

The following standards, amendments to standards and interpretations have been identified as those which may impact the entity in the period of initial application. They are available for early adoption at 30 June 2007, but have not been applied in preparing this financial report.

• AASB 7 Financial Instruments: Disclosures (August 2005) replaces the presentation requirements of financial instruments in AASB 132. AASB 7 is applicable for annual reporting periods beginning on or after 1 January 2007, and will require extensive additional disclosures with respect top the Group's financial instruments and share capital.
• AASB 2005-10 Amendments to Australian Accounting Standards (September 2005) makes consequential amendments to AASB 132 Financial Instruments: Disclosure and Presentation, AASB 101 Presentation of Financial Statements, AASB 114 Segment Reporting, AASB 117 Leases, AASB 133 Earnings Per Share, AASB 139 Financial Instruments: Recognition and Measurement, AASB 1 First-time adoption of Australian Equivalents to International Financial Reporting Standards, AASB 4 Insurance Contracts, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts arising from the release of AASB 7. AASB 2005-10 is applicable for annual reporting periods beginning on or after 1 January 2007 and is expected to only impact disclosures contained within the consolidated financial report.
• AASB 8 Operating Segments replaces the presentation for annual reporting periods beginning on or after 1 January 2009 and it is not expected to have an impact on the financial results of the Company and the Group as the standard is only concerned with disclosures.
• AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8 makes amendments to AASB 5 Non-current Assets Held for Sale and Discontinued Operations, AASB 6 Exploration for and Evaluation of Mineral Resources, AASB 102 Inventories, AASB 107 Cash Flow Statements AASB 119 Employee Benefits, AASB 127 Consolidated and Separate Financial Statements, AASB 134 Interim Financial Reporting, AASB 136 Impairment Assets, AASB 1023 General Insurance Contracts and AASB 1038 Life Insurance Contracts. AASB 2007-3 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be adopted in conjunction with AASB 8 Operating Segments. This standard is only expected to impact disclosures contained within the financial report.
• AASB 2007-1 Amendments to Australian Accounting Standards arising from AASB Interpretation II amends AASB 2 Share-based Payments to insert the transitional provisions of IFRS 2, previously contained in AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards. AASB 2007-1 is applicable for annual reporting periods beginning on or after 1 March 2007 and is not expected to have any impact on the consolidated financial report.
• AASB 2007-2 Amendments to Australia Accounting Standards arising from AASB Interpretation 12 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 117 Leases, AASB 118 Revenue, AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, AASB 121 The Effects of Changes in Foreign Exchange Rates, AASB 127 Consolidated and Separate Financial Statement, AASB 131 Interest in Joint Ventures, and AASB 139 Financial Instruments Recognition and Measurement. AASB 2007-2 is applicable for annual reporting periods beginning on or after 1 January 2008 and must be applied at the same time as the Interpretation 12 Service Concession Arrangements.
• AASB 2007-2 Amendments to Australian Accounting Standards also amends references to "UIG Interpretation" to interpretations. This amending standard is applicable to annual reporting periods ending on or after 28 February 2007.

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

• AASB 2007-4 Amendments to Australian Accounting Standards arising from ED 151 and other Amendments makes consequential amendments to AASB 1 First-time adoption of Australian Equivalents to International Financial Reporting Standards, AASB 2 Share Based Payments, AASB 3 Business Combinations, AASB 4 Insurance Contracts, AASB 5 Non-Current Assets Held for Sale and Discontinued Operations, AASB 6 Exploration for and Evaluation of Mineral Resources, AASB 7 Financial Instruments : Disclosures, AASB 102 Inventories, AASB 107 Cash Flow Statement, AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors, AASB 110 Events after the Balance Sheet Date. AASB 112 Income Taxes, AASB 114 Segment Reporting, AASB 116 Property, Plant and Equipment, AASB 117 Leases, AASB 118 Revenue, AASB 119 Employee Benefits, AASB 120 Accounting for Government Grants and Disclosure of Government Assistance, AASB 121 The Effects of Changes in Foreign Currency Rates, AASB 127 Consolidated and Separate Financial Statements, AASB 128 Investment in Associates, AASB 129 Financial Reporting in Hyperinflationary Economies, AASB 130 Disclosures of Financial Statement of Banks and Similar Financial Institutions, AASB 131 Interest in Joint Ventures, AASB 132 Financial Instruments: Disclosures and Presentation, AASB 133 Earnings Per Share, AASB 134 Interim Financial Reporting, AASB 136 Impairment of Assets, AASB 137 Provision, Contingent Liabilities and Contingent Assets, AASB 138 Intangible Assets, AASB 139 Financial Instruments: Recognition and Measurement, AASB 141 Agriculture, AASB 1023 General Insurance Contracts, and AASB 1038 Life Insurance Contracts. This standard is applicable to annual reporting periods beginning on or after 1 July 2007. The potential impact on the Company has not yet been determined.
• AASB 2007-5 Amendments to Australian Accounting Standard Inventories Held for Distribution by Not-for-Profit Entities requires inventories held for distribution by not-for-profit entities to be measured at the lower of cost and current replacement costs. AASB 2007-5 is applicable for annual reporting periods beginning on or after 1 July 2007 and is not expected to have an impact on the financial results or disclosures contained within the financial report.
• AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 101 Presentation of Financial Statements, AASB 107 Cash Flow Statements, AASB 111 Construction contracts, AASB 116 Property, Plant and Equipment, AASB 138 Intangible Assets, Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities and Interpretation 12 Service Concession Arrangements. AASB 2007-6 is applicable for annual reporting periods beginning on or after 1 January 2009 and must be applied at the same time as AASB 123 Borrowing Costs. This standard principally removes the references to expensing borrowing costs on qualifying assets.
• AASB 2007-7 Amendments to Australian Accounting Standards arising from AASB 2007-4 makes amendments to AASB 1 First-time Adoption of Australian Equivalents to International Financial Reporting Standards, AASB 2 Share-Based Payment, AASB 4 Insurance Contracts, AASB 5 Non-current Assets Held for Sale and Discontinued Operations, AASB Cash Flow Statements and AASB 128 Investments in Associates. AASB 2007-7 is applicable for annual reporting periods beginning on or after 1 July 2007. This standard is only expected to impact disclosures contained within the financial report.

The financial report was authorised for issue on 27 September 2007 by the board of directors.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2007

2. FINANCIAL RISK MANAGEMENT

The company's activities expose it to financial risks; market risk (including currency risk, fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk. Due to immaterial levels of activity during the financial year, derivative financial instruments such as foreign exchange contracts and interest rate swaps to hedge certain risk exposures were not required to be used. Where relevant and appropriate, the company will avail itself of appropriate hedging instruments in future financial years.

(a) Market Risk

(i) Foreign Exchange Risk

Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the entity's functional currency.

The group is comprised of overseas based subsidiaries and is exposed to foreign exchange risk arising from currency exposures to the Singapore dollar. These risks were not considered to have been material in relation to the financial year ended 30 June 2007.

(ii) Fair Value Interest Rate Risk

Refer to (d) below.

(b) Credit risk

The Consolidated Entity did not have any material credit risk exposure to any single debtor or group of debtors at balance date.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash to fund the Consolidated Entity's activities. The directors regularly monitor the company's cash position and on an on-going basis consider a number of strategic initiatives to ensure that adequate funding continues to be available.

(d) Cash flow and fair value interest rate risk

Due to the company's significant holding of cash and cash equivalents, the group's income and operating cash flows are materially exposed to changes in market interest rates.

The group is not exposed to interest-rate risk arising from either short-term or long-term borrowings.

3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. There are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4. SEGMENT INFORMATION

.

There is no reportable segment information as the consolidated entity did not undertake any business activity during the financial year and accordingly, did not derive revenues from sales to external customers.

In the prior financial year, the group derived revenue from sales to external customers predominantly in one geographical and business segment, being its Singapore based IT activities.

		CONSOLIDATED ENTITY		PARENT ENTITY
		2007 \$	2006 \$	2007 \$	2006 \$
5.	REVENUE
	Sale of goods	-	18,841	-	-
	Interest received - Other Persons	7,162	2,897	7,162	2,897
	Other revenue	33,751	-	33,751	-
	Total Revenue	─────── 40,913	─────── 21,738	─────── 40,913	─────── 2,897
		═══════	═══════	═══════	═══════

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2007

		CONSOLIDATED ENTITY		PARENT ENTITY
6.	EXPENSES (a) Loss before income tax expense includes the following specific items:	2007 \$	2006 \$	2007 \$	2006 \$
	Bad and doubtful debts
	- trade receivables	(24,186)	-	-	-
	- wholly owned subsidiaries	-	-	(20,056)	(139,482)
	Foreign currency translation gain/(losses)	(4,418)	7,546	-	7,546
	Impairment of Other Financial Assets	(14,918)	-	(14,918)	-
	Loss on disposal of plant and equipment	(7,422)	-	(7,422)	-
	Professional fees	(39,223)	(25,200)	(39,223)	(25,200)
		═══════	═══════	═══════	═══════

7. INCOME TAX EXPENSE

(a) Reconciliation of income tax expense to prima facie tax payable:

Loss from ordinary activities before income tax expense	(179,053) ───────	(127,763) ───────	(154,251) ───────	(196,858) ───────
Prima facie tax benefit on loss from ordinary activities before income tax at 30% (2006: 30%) Tax effect of amounts which are taxable (deductible) in calculating taxable income:	(53,716)	(38,329)	(46,275)	(59,057)
- non-deductible expenditure	3,157	-	3,157	-
- write-downs to recoverable amounts	-	-	6,017	41,844
- impairment expenses	4,476	-	4,476	-
Deferred tax assets not recognised	─────── (46,083) 46,083	─────── (38,329) 38,329	─────── (32,625) 32,625	─────── (17,213) 17,213
Income tax expense	─────── -	─────── -	─────── -	─────── -
	═══════	═══════	═══════	═══════
Unused tax losses for which no deferred tax
asset has been recognized	2,043,046	1,924,526	1,777,594	1,675,327
Potential Tax Benefit at 30%	═══════ 612,914	═══════ 577,358	═══════ 533,278	═══════ 502,598
	═══════	═══════	═══════	═══════

The potential tax benefit will only be obtained if:

• (i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
• (ii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and
• (iii) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses.

8. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Names and positions of consolidated and parent entity key management personnel in office at any time during the financial year are:

Key Management Person	Position
Mr Steven Pynt	Chairman, Non-executive director
Mr Mark Balfour	Non-executive director – Appointed 5 February 2007
Mr Michael Scivolo	Non-executive director – Appointed 5 February 2007
Mr Jack Bai Guo Jin	Non-executive director – Resigned 5 February 2007
Mr Christopher Bai	Non-executive director – Resigned 5 February 2007
Ms Jane Wilder	Company Secretary – Appointed 1 March 2007
Mr Simon Headon	Company Secretary - Resigned 14 March 2007

	CONSOLIDATED ENTITY		PARENT ENTITY
	2007 \$	2006 \$	2007 \$	2006 \$
(b) Compensation
Short-Term Employee Benefits	33,000	-	33,000	-
Post Employment Benefits	10,000 ───────	- ───────	10,000 ───────	- ───────
	43,000	-	43,000	-
	═══════	═══════	═══════	═══════

The company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors' Report.

(c) Shareholdings

Number of Shares held by Key Management Personnel

	Balance	Received as	Net Change	Balance
	1 Jul 06	Compensation	Other*	30 Jun 07
Mr S Pynt	8,000	-	-	8,000
Mr M Balfour	-	-	-	-
Mr M Scivolo	-	-	-	-
TOTAL	───────────	───────────	───────────	───────────
	8,000	-	-	8,000
	═══════════	═══════════	═══════════	═══════════

Shareholdings of key management personnel include those that have been disclosed under representation made to them by the parties within the AASB 124 - Related Party Disclosures. The key management personnel have relied upon the representations made as they have no control or influence over the financial affairs of the personally related entities to substantiate the shareholdings declared. When a personally related entity declines to provide shareholding details, the shareholding of that personally related entity is assumed to be nil.

RICHFIELD GROUP LIMITED AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE ACCOUNTS

FOR THE YEAR ENDED 30 JUNE 2007
---------------------------------	--

		CONSOLIDATED ENTITY		PARENT ENTITY
		2007 \$	2006 \$	2007 \$	2006 \$
9.	AUDITORS' REMUNERATION
	Remuneration of the auditor of the parent entity for: - Auditing or reviewing of financial reports	14,250	10,800	14,250	10,800
	- Taxation compliance services	─────── 3,000	─────── -	─────── 3,000	─────── 1,900
	- Corporate Advisory services	─────── 7,000	─────── -	─────── 7,000	─────── -
	- Other services	─────── 4,537 ───────	─────── - ───────	─────── 4,537 ───────	─────── - ───────

10. EARNINGS PER SHARE

(a) Reconciliation of earnings to profit or loss	(179,053)	(127,763)
Loss attributable to ordinary equity holders	────────	────────
Earnings used to calculate basic and diluted	(179,053)	(127,763)
EPS	════════	════════
(b) Weighted average number of ordinary	No. shares	No. shares
shares outstanding during the year used in calculating basic and diluted EPS	485,049,986

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2007

	CONSOLIDATED ENTITY		PARENT ENTITY
	2007	2006	2007	2006
	\$	\$	\$	\$
11. CASH AND CASH EQUIVALENTS	418,872	101,719	415,484	98,221
Cash at bank and in hand	═══════	═══════	═══════	═══════

Cash at bank is comprised of "at-call" funds attracting a floating rate of interest of between 0.95% and 4.50%.

Reconciliation of Cash Cash at the end of the financial year as per statements of cash flows is reconciled to items in the
balance sheet as follows: Cash and at bank and in hand Bank overdrafts	418,872 ═══════	101,719 ═══════	415,484 ═══════	98,221 ═══════
12. TRADE AND OTHER RECEIVABLES
Trade receivables Provision for doubtful debts	24,186 (24,186)	27,021 -	- -	- -
	─────── -	─────── 27,021	─────── -	─────── -
Other receivables Amount receivable from:	16,766	-	16,766	-
Loans to subsidiaries Less: Provision for non-recovery	- -	- -	136,423 (136,423)	116,367 (116,367)
	─────── 16,766 ═══════	─────── 27,021 ═══════	─────── 16,766 ═══════	─────── - ═══════
13. OTHER FINANCIAL ASSETS
Listed Investments - at cost	37,296	37,296	37,296	37,296
less: Impairment to recoverable amount	(14,918)	-	(14,918)	-
Investment in Subsidiaries	-	-	23,115	23,115
Less: Provision for Non-Recoverability	- ───────	- ───────	(23,115) ───────	(23,115) ───────
	22,378	37,296	22,378	37,296

During the previous financial year, an in specie distribution of 4,646,760 shares amounting to \$232,332 in Richfield International Ltd was made to the shareholders of Richfield Group Ltd. A loan to Richfield International Ltd amounting to \$37,290 was converted to shares in Richfield International Ltd.

═══════ ═══════ ═══════ ═══════

14. CONTROLLED ENTITIES

The Consolidated Entity incorporates the assets, liabilities and results of the following companies:

	Country of Incorporation	Class of Shares	2007 %	Percentage Owned 2006 %
Parent Entity Richfield Group Limited	Australia	Ordinary
Subsidiaries of Richfield Group Limited Eastern Prime Corporation Pte Ltd Advanz International Pte Ltd	Singapore Singapore	Ordinary Ordinary	100 100	100 100
	CONSOLIDATED ENTITY			PARENT ENTITY
	2007 \$	2006 \$	2007 \$	2006 \$
15. PROPERTY, PLANT AND EQUIPMENT Plant & Equipment
At Cost	-	98,793	-	98,793
Accumulated Depreciation	-	(98,793)	-	(98,793)
Net book value	─────── - ───────	─────── - ───────	─────── - ───────	─────── - ───────
Leasehold Buildings & Improvements
At Cost	-	15,144	-	15,144
Accumulated Depreciation	- ───────	(7,570) ───────	- ───────	(7,570) ───────
Net book value	- ───────	7,574 ───────	- ───────	7,574 ───────
Total net book value	- ═══════	7,574 ═══════	- ═══════	7,574 ═══════
(a) Movements in Carrying Amounts Consolidated Entity	Plant & Equipment	Leasehold Improvements		Total
Opening net book value Additions		- -	7,574 -	7,574 -
Disposals		-	(7,422)	(7,422)
Depreciation expense	──────────	- ──────────	(152)	(152) ──────────
Closing net book value	══════════	- ══════════	-	- ══════════
Parent Entity	Plant &	Leasehold

	Equipment	Improvements	Total
Opening net book value	-	7,574	7,574
Additions	-	-	-
Disposals	-	(7,422)	(7,422)
Depreciation expense	-	(152)	(152)
	──────────	──────────	──────────
Closing net book value	-	-	-
	══════════	══════════	══════════

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2007

	2007	CONSOLIDATED ENTITY 2006	2007	PARENT ENTITY 2006
16. INTANGIBLE ASSETS	\$	\$	\$	\$
Goodwill on Consolidation Accumulated Impairment Losses	19,224 (19,224)	19,224 (19,224)	- -	- -
Net Carrying Value	─────── -	─────── -	─────── -	─────── -
Total Intangibles	─────── - ═══════	─────── - ═══════	─────── - ═══════	─────── - ═══════
17. TRADE AND OTHER PAYABLES Trade payables and accruals Sundry payables	69,419 -	56,960 22,671	26,716 -	29,440 23,785
Amounts payable to: - Other related parties	107,032	107,032	107,032	107,032
	─────── 176,451 ═══════	─────── 186,663 ═══════	─────── 133,748 ═══════	─────── 160,257 ═══════
18. CONTRIBUTED EQUITY
534,176,013 (2006: 464,676,013) fully paid ordinary shares	9,223,096 ═══════	8,730,799 ═══════	9,223,096 ═══════	8,730,799 ═══════
(a) Ordinary Shares At the beginning of the reporting period Share Placement (i) Transaction costs arising on share	8,730,799 521,250	8,963,131 -	8,730,799 521,250	8,963,131 -
placement 'In specie' distribution (ii)	(28,953) -	- (232,332)	(28,953) -	- (232,332)
At reporting date	─────── 9,223,096 ═══════	─────── 8,730,799 ═══════	─────── 9,223,096 ═══════	─────── 8,730,799 ═══════
	No. Shares	No. Shares	No. Shares	No. Shares
At the beginning of reporting period Share Placement (i)	464,676,013 69,500,000	464,676,013 -	464,676,013 69,500,000	464,676,013 -
At reporting date	─────── 534,176,013 ═══════	─────── 464,676,013 ═══════	─────── 534,176,013 ═══════	─────── 464,676,013 ═══════

(i) On 16 March 2007, the company raised \$521,250 (gross) through the placement of 69,500,000 ordinary shares at \$0.0075 per share to sophisticated investors.

(ii) On 30 November 2005, 4,646,730 shares in Richfield International Limited were distributed to shareholders of the company as an 'in specie' return of capital.

At balance date, no share options were outstanding.

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of 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.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2007

	CONSOLIDATED ENTITY 2007 \$	2006 \$	PARENT ENTITY 2076 \$	2006 \$
19. RESERVES
Foreign currency translation	(2,217) ═══════	16,409 ═══════	- ═══════	- ═══════
(a) Foreign Currency Translation Reserve Balance at the beginning of the financial year Adjustment arising from the translation of the financial statements of foreign controlled	16,409	(24,503)	-	-
entities Balance at the end of the financial year	(18,626) ─────── (2,217)	40,912 ─────── 16,409	- ─────── -	- ─────── -
	═══════	═══════	═══════	═══════

The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.

20. ACCUMULATED LOSSES

Accumulated losses at the beginning of the
financial year.	(8,760,261)	(8,632,498)	(8,747,965)	(8,551,107)
Loss attributable to members of the parent	(179,053)	(127,763)	(154,251)	(196,858)
entity	───────	───────	───────	───────
Accumulated losses at the end of the	(8,939,314)	(8,760,261)	(8,902,216)	(8,747,965)
financial year	═══════	═══════	═══════	═══════

21. CAPITAL & LEASING COMMITMENTS

At balance date, there were no outstanding capital commitments for the consolidated entity or the parent entity.

22. CONTINGENT ASSETS & LIABILITIES

At balance date there were no contingent assets or liabilities.

NOTES TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 30 JUNE 2007

	CONSOLIDATED ENTITY 2007 \$	2006 \$	PARENT ENTITY 2007 \$	2006 \$
23. CASH FLOW INFORMATION
(a) Reconciliation of Loss after Income Tax to Net Cash Outflow from Operating Activities
Loss after income tax Bad and doubtful debts Depreciation Net loss on disposal of plant and equipment Fair value adjustments to listed investments Changes in operating assets and liabilities	(179,053) - 152 7,422 14,918	(127,763) - 1,349 - -	(154,251) - 152 7,422 14,918	(196,858) 139,482 304 - -
(Increase)/decrease in: Trade and other receivables Inventories Increase/(decrease) in:	10,255 -	51,100 9,764	3,290 -	(383) -
Trade payables and accruals	(10,212)	(102,497)	(26,509)	(4,165)
Net Cash outflow from operating activities	─────── (156,518) ═══════	─────── (168,047) ═══════	─────── (154,978) ═══════	─────── (61,620) ═══════

24. EVENTS AFTER THE BALANCE SHEET DATE

There are no matters or circumstances which 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 consolidated entity in future financial years.

25. RELATED PARTY TRANSACTIONS

Directors and key management personnel

Disclosures relating to directors and key management personnel are set out in Directors' Report and in note 8. In addition, payments were made to an entity related to Mr. Mark Balfour for the provision of administrative services, including legal, accounting, secretarial and office rental services effective from 1 March 2007. These services were provided on normal commercial terms and conditions and at market rates. There was no outstanding balance as at 30 June 2007. Transaction details are provided at 25(b) below.

Subsidiaries

Richfield Group Limited is the parent entity in the wholly-owned group comprising the company and its controlled entities. Ownership interests in these controlled entities are set out in note 14.

Aggregate amounts included in the determination of the loss from ordinary activities before income tax that resulted from transactions with entities in the wholly-owned group are disclosed at note 6. Transactions between the parent entity and other entities in the wholly-owned group are reflected in Loans to Subsidiaries (refer note 12).

Transactions between the parent entity and other entities in the wholly-owned group during the year ended 30 June 2007 are summarized below.

	CONSOLIDATED ENTITY		PARENT ENTITY
	2007 \$	2006 \$	2007 \$	2006 \$
(a) Loans to subsidiaries
Balance at the beginning of the financial year	-	-	-	76,339
Loans advanced	-	-	20,056	40,028
Provision for non-recovery	-	-	(20,056)	(116,367)
Balance at the end of the financial year	─────── -	─────── -	─────── -	─────── -
	═══════	═══════	═══════	═══════

There are no fixed terms for the repayment of principal on loans advanced by the parent entity and no interest has been charged by the parent on the amounts advanced.

The following is a summary of transactions which occurred with other related parties

(b) Other Related Parties

Directors and director-related entities hold directly, indirectly or beneficially as at the reporting date the following equity interests in members of the consolidated entity: - Ordinary shares	8,000	257,154,061	8,000	257,154,061
Payments made to a director-related entity: - Administrative services	═══════ 9,903 ═══════	═══════ - ═══════	═══════ 9,903 ═══════	═══════ - ═══════

ADDITIONAL INFORMATION FOR LISTED PUBLIC COMPANIES

SHAREHOLDER INFORMATION

(a) DISTRIBUTION OF SHAREHOLDERS (AS AT 18 SEPTEMBER 2007)

	No. of
Category (size of holding)	shareholders	No. of shares	%
1 – 1,000	13	10,053	0.002
1,001 – 5,000	285	1,114,671	0.209
5,001 – 10,000	151	1,297,132	0.243
10,001 – 100,000	206	7,888,007	1.477
100,001 – and over	229	523,866,150	98.069
TOTAL	884	534,176,013	100.000

The number of shareholders holding less than a marketable parcel of 12,500 shares (\$0.08 on 18 September 2007) is 618 and they hold a total of 7,011,315 shares.

(b) TWENTY LARGEST SHAREHOLDERS (AS AT 18 SEPTEMBER 2007)

The names of shareholders that are recorded in the Register of Substantial Shareholders (as at 18 September 2007) are as follows:

NAME	NO. OF SHARES	%
Tan Cak Chew	26,850,000	5.03
Lim Poh Choo	26,850,000	5.03
Eastern Investment Limited	26,850,000	5.03
Tan Yen Yen	26,850,000	5.03
Kevin Ho Keng Leng	22,000,000	4.12
Impact Nominees Pty Ltd	20,000,000	3.74
Kang Tai International	20,000,000	3.74
Siew Phek Ong	16,021,554	3.00
Soi Koon Tan	11,852,173	2.22
Guat Hua Teo	10,200,000	1.91
Guojin Bai	10,066,734	1.88
Guobao Bai	10,066,734	1.88
Bargrae Nominees Pty Ltd	10,000,000	1.87
International Capital Pte Ltd	10,000,000	1.87
Ravenhill Investments Pty Ltd	10,000,000	1.87
Guocai Bai	9,998,194	1.87
Pek San Lam	9,300,000	1.74
Zheng Cong Bai	8,000,000	1.50
Jian Hui Raymond Bai	7,000,000	1.31
Zhenyang Bai	6,552,173	1.23

(c) VOTING RIGHTS

Ordinary shares

Subject to any rights or restrictions for the time being attached to any class or classes (at present there are none) at general meetings of shareholders or classes of shareholders:

• each shareholder entitled to vote, may vote in person or by proxy, attorney or representative;
• on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and
• on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each Fully Paid Share held, or in respect of which he/she has appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the Share.

(d) SHARE BUY-BACKS

There is no current on-market buy-back scheme.

(e) REGISTERED OFFICE

The address of the registered office in Australia is:

Suite 2, Level 10 3 Spring Street Sydney NSW 2000

(f) SECURITIES REGISTER

Registers of Securities are held at the following addresses:

Computershare Investor Services Level 2, 45 St George's Terrace Perth WA 6000

(g) STOCK EXCHANGE LISTING

Quotation has been granted for all the ordinary shares of the company shares of the company on all Member Exchanges of the ASX Limited.

Richfield Group Limited

ACN 009 144 503

Notice of Annual General Meeting and Explanatory Memorandum

Time of meeting: 10.00am AEST

Date of meeting: 14 November 2007

Place of meeting: Boardroom

Suite 2, Level 10 3 Spring Street Sydney NSW 2000 Australia

Please attend or return the enclosed Proxy Form to arrive no later than 48 hours before the meeting.

Notice of Annual General Meeting ("Notice of Meeting")

Richfield Group Limited ACN 009 144 503

NOTICE IS HEREBY GIVEN that the 2007 Annual General Meeting ("AGM") of Richfield Group Limited ACN 009 144 503 ("Company" or "Richfield Group") will be held at the Boardroom at Suite 2, Level 10, 3 Spring Street, Sydney NSW 2000 Australia on 14 November 2007 at 10.00am AEST for the purpose of transacting the business referred to in this Notice of Meeting.

The Explanatory Memorandum which accompanies and forms part of this Notice of Meeting describes in more detail the various matters to be considered at the AGM.

Agenda

BUSINESS OF THE MEETING

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the:

• (a) Statement of financial performance for the Company and its subsidiaries for the financial period ended 30 June 2007;
• (b) Statement of financial position as at 30 June 2007;
• (c) Directors' report; and
• (d) Auditor's report.

1. ADOPTION OF REMUNERATION REPORT (Resolution 1)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That the Company's Remuneration report as it appears on page of the Directors' Report for the year ended 30 June 2007 be adopted.

Voting exclusion statement: The Company will disregard any votes cast by any Director of the Company and any of their Associates.

2. ELECTION OF MR MARK BALFOUR (Resolution 2)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr Mark Balfour who has been appointed to fill a vacancy on the Board in accordance the Constitution of the Company, and being eligible, offers himself for election as a Director of the Company, is re-elected as a Director of the Company.

3. ELECTION OF MR MICHAEL SCIVOLO (Resolution 3)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr Michael Scivolo who has been appointed to fill a vacancy on the Board in accordance with the Constitution of the Company, and being eligible, offers himself for election as a Director of the Company, is re-elected as a Director of the Company.

4. ELECTION OF MR STEVEN PYNT (Resolution 4)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

That Mr Steven Pynt who retires by rotation in accordance with the Constitution of the Company and being eligible, offers himself for re-election of the Company, be elected as a Director of the Company.

5. APPROVAL OF PRIOR SHARE PLACEMENT (Resolution 5)

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

'That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders ratify the allotment of 69,500,000 shares on the terms and conditions set out in the Explanatory Statement'.

Short explanation: The Company seeks shareholder ratification of the issue of shares under ASX Listing Rule 7.4 made in March 2007, in order to retain the Company's capacity to issue up to 15% of its issued ordinary capital, if required, in the next 12 months without shareholder approval. Please refer to the Explanatory Statement for further details.

Voting exclusion statement: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any Associates of those persons.

6. BUSINESS

To consider, and transact, any other business that may be legally brought before the meeting in accordance with the Constitution of the Company.

By order of the Board

Jane Wilder Company Secretary Richfield Group Limited 27 September 2007

NOTES

1. Explanatory Notes

The Explanatory Memorandum which accompanies this Notice of Meeting provides explanatory notes for each item of business.

2. Proxies

• (a) A member of the Company who is entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote on behalf of that member.
• (b) Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the member's voting rights. If the appointment does not specify a specified proportion, each proxy may exercise one half of the votes. Fractions of votes will be disregarded.
• (c) Where a member appoints more than one proxy, neither proxy is entitled to vote on a show of hands.
• (d) A proxy need not be a member of the Company.
• (e) The proxy form must be signed by the member or the member's attorney. Proxies given by corporations must be signed in accordance with section 127 of the Corporations Act 2001 (Cth) or under the hand of a duly authorised officer or attorney.
• (f) To be valid, the proxy form appointing the proxy and the power of attorney or other authority (if any) under which it is signed (or an attested copy of it), must be received by the Company not less than 48 hours before the time for holding the meeting.
• (g) Proxies may be lodged with the Company by:
• (i) ordinary mail addressed to:

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000 Australia

• (ii) facsimile sent to: +618 9323 2033.
• (h) A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Constitution of the Company to vote, or abstain from voting, in their capacity as proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with the direction. If a proxy is not directed how to vote on an item of business, the proxy may vote as he or she thinks fit.

3. Voting Statements

3.1 Entitlement to vote

The Company has determined in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the shares of the Company that appear in the Company's share register as at 5pm (AEST) on 3 October 2007 will be taken, for the purposes of the 2007 Annual General Meeting, to be held by the persons who held them at that time. Accordingly, those persons will be entitled to attend and vote at the 2007 Annual General Meeting.

3.2 How to vote

• (a) You may vote by attending the Annual General Meeting in person, by attorney, by corporate representative or by completing and returning the enclosed proxy form.
• (b) Ordinary shareholders who wish to attend and vote in person at the Annual General Meeting will be admitted to the Annual General Meeting and given a voting card upon disclosure of their name and address at the point of entry to the Annual General Meeting.
• (c) Ordinary shareholders may also attend and vote at the Annual General Meeting by proxy or attorney, or in the case of a corporation, by an authorised corporate representative. That proxy, attorney or authorised corporate representative will be admitted to the Annual General Meeting and given a voting card upon disclosure of their name and address and the identity of the appointer at the point of entry to the meeting.

Explanatory Memorandum

Set out below are the explanatory notes referred to in the accompanying Notice of Annual General Meeting for Richfield Group Limited (ACN 009 144 503) ("Company" or "Richfield Group"). The information is provided in accordance with the Corporations Act 2001 (Cth) ("Corporations Act").

FINANCIAL STATEMENTS AND REPORTS

• (a) The Corporations Act requires the financial report (which includes the financial statements and directors' declaration), the directors' report and the auditor's report to be laid before the 2007 Annual General Meeting ("Annual General Meeting"). The Constitution of the Company ("Constitution") provides for these reports to be received and considered at that meeting.
• (b) There is no requirement either in the Corporations Act or the Constitution of the Company for members of the Company to approve the financial report, the directors' report or the auditor's report. Members of the Company will be given a reasonable opportunity at the meeting to ask questions and make comments on these reports.

1. ADOPTION OF REMUNERATION REPORT (Resolution 1)

• (a) The Corporations Act requires listed companies to disclose director and executive remuneration and the Directors' Report must include a section called "Remuneration Report". This Report is set out on page 4 of the Directors' Report. Section 250R of the Corporations Act requires that the Company's shareholders vote on whether or not the Remuneration Report be adopted.
• (b) The shareholders' vote on the Remuneration Report is advisory only and will not be binding on the Board.
• (c) The Remuneration Report includes information on how the Company's Directors are remunerated.
• (d) The Board recommends that the shareholders vote in favour of Resolution 1.

2. RE-ELECTION OF MR MARK BALFOUR (Resolution 2)

• (a) Clause 12.4 of the Company's Constitution provides that any Director appointed to fill a casual vacancy or as an addition to the existing Directors holds office only until the next annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation.
• (b) Mr Mark Balfour has been appointed to fill a casual vacancy, is eligible for reelection and accordingly, seeks appointment as a Director of the Company.
• (c) At its meeting on 5th February 2007, the Directors appointed Mr Mark Balfour as a director of the Company, in accordance with the Company's Constitution. Mr Balfour is an independent non-executive director of the Company and his qualifications and experience are disclosed in the Annual Report.

3. RE-ELECTION OF MR MICHAEL SCIVOLO (Resolution 3)

(a) Clause 12.4 of the Company's Constitution provides that any Director appointed to fill a casual vacancy or as an addition to the existing Directors holds office only until the next annual general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation.

• (b) Mr Michael Scivolo has been appointed to fill a casual vacancy, is eligible for reelection and accordingly, seeks appointment as a Director of the Company.
• (c) At its meeting on 5th February 2007, the Directors appointed Mr Michael Scivolo as a non-executive director of the Company, in accordance with the Company's Constitution. Mr Scivolo's qualifications and experience are disclosed in the Annual Report.

4. RE-ELECTION OF MR STEVEN PYNT (Resolution 4)

• (a) Clause 12.2 of the Company's Constitution requires that one-third of the Directors for the time being, (other than a Managing Director) shall retire from office, and with an election to take place each year.
• (b) Mr Steven Pynt retires by rotation, is eligible for re-election and accordingly, seeks re-appointment as a Director of the Company.
• (c) At its meeting on 2nd February 1995, the Directors appointed Mr Steven Pynt as a non-executive director of the Company, in accordance with the Company's Constitution. Mr Pynt is the Chairman of the Company and his qualifications and experience are disclosed in the Annual Report.

5. APPROVAL OF PRIOR SHARE PLACEMENT

• (a) The Company is seeking shareholder approval in accordance with the Listing Rules of ASX Limited to allow it to refresh its ability to issue a small amount of capital (up to 15% of its issued share capital) under Listing Rule 7.1 without the need for shareholder approval.
• (b) On 14 March 2007, the Company issued a total of 69,500,000 fully paid ordinary shares at an issue price of 7.6 cents per share, raising approximately \$521,250.00. The issue was made as a private placement to sophisticated investor clients and represented 5% of the Company's issued share capital.
• (c) Resolution 5 seeks shareholder approval for the purposes of ASX Listing Rule 7.4 in respect of this placement. Listing Rule 7.1 restricts the Company form issuing equity securities, such as shares, which in any 12 month period amount to more than 15% of the Company's total ordinary shares on issue 12 months before the date of the proposed issue. Listing Rule 7.4 allows shareholders to approve an issue of shares made previously, so that those shares will not count towards the 15% limit when considering future issues of equity securities.
• (d) Accordingly, by approving Resolution 5, the Company will have the ability to issue equity securities representing 15% of the Company's issued ordinary shares, without the need to seek further shareholder approval.

Information required by Listing Rule 7.5

The number of securities allotted – 69,500,000

The price at which the shares were issued – \$0.0075 per share

The terms of the securities – the shares issued ranked equally in all respects from the date of allotment, being 14 March 2007, with the existing quoted ordinary shares of the Company at that time.

The names of the allotees or the basis on which the allottees were determined – The allottees were sophisticated investors.

The use (or intended use) if the funds raised – used to advance the Company's objectives of making investments in the area of computer and technology import, distribution and operation and to fund the growth of the business.

The Board recommends that you vote in favour of Resolution 5.

6. REQUIRED APPROVALS AND VOTING RESTRICTIONS

• (a) The following shareholder approvals are required to implement the Resolutions:
• (i) Resolution 1 Approval of Remuneration Report
• (ii) Resolution 2 An ordinary resolution to approve the election of Mr Mark Balfour as a Director of the Company
• (iii) Resolution 3 An ordinary resolution to approve the election of Mr Michael Scivolo as a Director of the Company; and
• (iv) Resolution 4 An ordinary resolution to approve the election of Mr Steven Pynt as a Director of the Company;
• (v) Resolution 5 An ordinary resolution to approve a prior share placement.

In the case of Resolutions 1, none of the Directors may vote and in the case of Resolution 5, the Company will disregard any votes cast on this Resolution by a person who participated in the issue and any Associates of those persons.

7. OTHER INFORMATION

Apart from the information set out in this Explanatory Memorandum, the Directors are not aware of any information that is material to the decision of shareholders on how to vote on any of the proposed resolutions (other than information previously disclosed to all shareholders).

Richfield Group Limited

Annual General Meeting: 14 November 2007

PROXY FORM

Computershare Investor Services Pty Ltd
Level 2,
45 St Georges Terrace
Perth WA 6000
AUSTRALIA

I/We
of
being a member(s) of Richfield Group Limited appoint:
Name of proxy
Address of proxy
or in his/her absence:
Name of proxy
Address of Proxy:

or if I/we have not nominated a proxy or if the nominee is absent from the meeting, the chairperson of the meeting as my/our proxy to vote on my/our behalf at the Annual General Meeting of Richfield Group Limited to be held at 10am on 14 November 2007 at Suite 2, Level 10, 3 Spring Street, Sydney New South Wales, 2000 and at any adjournment of that meeting.

If two proxies are being appointed, please complete the following sentence: This proxy is authorised to exercise ........... votes/.........% of my/our total voting rights.

Proxy instructions

To instruct your proxy how to vote, insert "X" in the appropriate column against each item of business set out below. If you do not instruct your proxy how to vote on a resolution, your proxy may vote as he/she thinks fit or abstain from voting.

I/we instruct my/our proxy to vote as follows:

Resolutions

		FOR	AGAINST ABSTAIN
As ordinary resolutions:
1	Approval of Remuneration Report	†	†	†
1	Election of Mr Mark Balfour as Director	†	†	†
2	Election of Mr Michael Scivolo as Director	†	†	†

3	Election of Mr Steven Pynt as Director	†	†	†
4	Approval of prior share placement	†	†	†

If you do not wish to direct your proxy how to vote, please mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest. The Chairman's voting instructions in relation to undirected proxies is that the Chairman will vote in favour of all resolutions.

This proxy must be signed by each appointing member or the member's attorney. Proxies given by companies must be executed in accordance with section 127 of the Corporations Act 2001 (Cth) or signed by an authorised officer or attorney.

Dated .................................................2007

Common Seal	Signature(s)	Name (print)

This proxy form and any power of attorney or other authority under which it is signed (or a certified copy) must be lodged with the Company by:

(i) ordinary mail addressed to:

Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000 Australia;

(ii) facsimile sent to: +618 9323 2033.

at least 48 hours before the time for holding the meeting.

Notes:

• 1. A member who is entitled to vote at the meeting may appoint one or two proxies.
• 2. Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one half of the votes in which case any fraction of votes will be disregarded.
• 3. If you require an additional proxy form, the Company will supply it on request.

• 4. A proxy need not be a member of the Company.

• 5. In the case of joint members, all members must sign otherwise the proxy will not be accepted as being valid.

• 6. Proxy forms must be signed by a member or the member's attorney or, if the member is a corporation, must be executed under its common seal or by two (2) directors or by a director and a secretary, or if it is a proprietary company that has a sole director who is also the sole secretary (or has no secretary), by that sole director, or under hand of its attorney or duly authorised officer. If the proxy form is signed by a person who is not the registered holder of shares in the Company, then the relevant authority must either have been exhibited previously to the Company or be enclosed with the proxy form (ie certified copy of power of attorney).
• 7. Any instrument appointing a proxy in which the name of the appointee is not filled in is regarded as given in favour of the chair of the meeting.
• 8. The Company Secretary has the discretion to either accept or reject the proxy votes that have not been executed strictly in accordance with the law and the instructions on this proxy sheet.