FATFISH GROUP LIMITED — Annual Report 2003

Sep 30, 2003

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AUSTRALIAN STOCK EXCHANGE FAX TO: 1900 999 279 FAX NUMBER: ATECH Holdings Ltd FROM: DATE: 1 October 2003 NUMBER OF PAGES: 29 (Including this page)

MSHF

ATECH HOLDINGS LIMITED Re: ACN: 004 080 460

Please find attached the 2003 Financial Report for the company.

cegards Stephen Adrian

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ATECH HOLDINGS LIMITED $(ABN 88 004 080 460)$ AND CONTROLLED ENTITIES

MSHF

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2003

Directors Tan Sri Dato Ir Talha Bin Hj Mohamad Hashim Stephen Leslie Adrian Suzanne Borelli

Secretary Stephen Leslie Adrian

Registered Office

Moore Stephens HF Chartered Accountants Level 14, 607 Bourke Street Melbourne, Victoria, 3000

Auditors

Horwath Melbourne Chartered Accountants 600 St Kilda Road Melbourne, Victoria, 3004

Principal Share Register

Computershare Investor Services Pty Ltd Level 12 565 Bourke St Melbourne, Victoria, 3000

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES

DIRECTORS' REPORT

Your directors present their financial report on the company and its controlled entities for the financial year ended 30 June 2003.

DIRECTORS

$\overline{a}$

The names of the directors in office at the date of this report and who held office during the year are:

• Tan Sri Dato Ir Talha Bin Hj Mohamad Hashim
• Stephen Leslie Adrian
• Suzanne Borelli

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

PRINCIPAL ACTIVITIES

The principal activities of the economic entity during the course of the financial year were the investment of cash.

There were no significant changes in the nature of the economic entity's principal activities during the financial vear.

OPERATING RESULTS

The consolidated profit of the economic entity after providing for income tax amounted to \$80,540 (2002: Loss \$65,389).

DIVIDENDS PAID OR RECOMMENDED

It is not recommended that a dividend be declared and no dividends were paid or declared since the end of the previous financial year.

REVIEW OF OPERATIONS

During the year, the economic entity invested in cash. As the economic entity continued to search for new business opportunities the only revenue arose from investment activities. The entity earned a profit for the year, which is significantly better than prior years and arises from decreases in legal and administrative expenses incurred and the recovery of costs.

The economic entity examined a number of potential acquisitions to create some value for shareholders. These included the

• acquisition of a water purifying business
• acquisition of an educational business
• acquisition of a receivables management business $\bullet$
• acquisition of a property development business
• acquisition of a property management business $\bullet$
• acquisition of a security monitoring business $\bullet$
• acquisition of a wiring business $\bullet$
• acquisition of a tourism and marina development

At this stage none of these activities have been brought to fruition.

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES DIRECTORS' REPORT (Cont'd)

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

Other than as disclosed elsewhere in this report there was no significant change in the state of affairs of the economic entity.

AFTER BALANCE DATE EVENTS

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

LIKELY DEVELOPMENTS AND RESULTS

Likely developments in the operations of the economic entity and the expected results of those operations have not been included in this report as the directors believe, on reasonable grounds, that the inclusion of such information would be likely to result in unreasonable prejudice to the economic entity.

ENVIRONMENTAL ISSUES

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

INFORMATION ON DIRECTORS

Director	Tan Sri Dato Ir Talha Bin Hj Mohamad Hashim (Chairman / Non Executive Director)
Qualifications	Dip. C. Engrg (Brighton), MM (AIM), P. Eng, C. Eng, FIEM, FICE, FIHT.
Experience	Board Member since 1996 Joined the Public Works Department Malaysia as a Civil Engineer in 1959 and appointed as its Director General in December 1985 and retired in September 1990. After retirement from Public Service he joined several Malaysian public and private companies either as Chairman or Director. Tan Sri Dato Ir Talha has been involved in property development for the last eight years through his directorships in several Malaysian property development companies.
Interests in Shares	675,000 Ordinary Shares
Interests in Options	300,000 Options
Interests in Contracts	Nil.

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES DIRECTORS' REPORT (Cont'd)

Director	Stephen Leslie Adrian (Non Executive Director)
Qualifications	M. Tax Law LL.B., B Ec., C.A., F.T.I.A.
Experience	Board Member since 1995 Mr Adrian is a chartered accountant and partner of Moore Stephens HF. He brings over 20 years of experience as a chartered accountant and business adviser to the company. He is also a director of a number of private companies.
Interests in Contracts	Mr Adrian is a partner in Moore Stephens HF which has a contract to supply administrative, accounting and secretarial services to the company. These are supplied on normal commercial terms and conditions.
Interests in Shares	22,000 Ordinary Shares
Interests in Options	300,000 Options
Director	Suzanne Borelli (Non Executive Director)
Oualifications	B.Bus., CPA, F.T.I.A.
Experience	Appointed as a Board Member on 1 February 2002 Ms Borelli is a Certified Practising Accountant and is the principal of her accounting practice. She brings over 20 years of experience as an accountant and advisor to the company.
Interest in Contracts	Ms Borelli is the principal of Suzanne Borelli CPA and supplies administration and accounting services and has a contract to supply these services to the company on normal commercial terms and conditions.
Interest in Shares	30,000 Ordinary Shares

DIRECTORS AND EXECUTIVE OFFICERS EMOLUMENTS

During the financial year ended 30 June 1999, 5,000,000 options were issued to current and past directors exercisable at 20c on or before 8 December 2003. As the shares last traded on the Australian Stock Exchange, before their de-listing, below the option exercise price, no value has been attributed to these options.

No other emoluments were received by the Directors.

AUDIT COMMITTEE

The board has not formed an audit committee as matters that would be considered by this committee are being addressed at board meetings.

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES DIRECTORS' REPORT (Cont'd)

CORPORATE GOVERNANCE

As this company is a small company it is not considered necessary to have the same procedures as large companies would have. As a result there is no nomination committee for the appointment of Directors. Furthermore, due to the size of the company's operations, executive positions are not full time, nor are they treated differently nor are they remunerated differently from non executive positions. As there is no Chief Executive Officer or other senior executives there is no policy for the review of Board members. Non executive and executive directors retire by rotation as is prescribed in the company's Articles of Association.

As the Directors are persons of considerable business experience, it has not been felt necessary to formally nominate an appropriate policy of ethics nor is it believed necessary to formally establish furtherance of their duties. The company would expect that if such a matter arose the Board would determine the basis under which advice were sought. As Mr Stephen Adrian is a Chartered Accountant in practice he is responsible for the review of the adequacy of the external audit arrangements and it has not been felt necessary to establish an audit committee.

The Board reviews all of the operations of the company at each Meeting so as to identify the areas of potential risk and makes arrangements at that time to manage that risk.

INTERESTS IN CONTRACTS

None of the above directors have any personal interests in the contracts entered into by Atech Holdings Limited or its controlled entities other than those mentioned above.

MEETINGS OF DIRECTORS

During the financial year, five meetings of directors (including committees of directors and circular resolutions passed) were held. Attendances were:

Name of Director	Number eligible to attend	Number attended
Mr Tan Sri Dato Ir Talha
Mr Stephen Leslie Adrian	5	5
Ms Suzanne Borelli		5

DIRECTORS AND AUDITORS INDEMNIFICATION

The company has not, during or since the financial year, in respect of any person who is or has been an officer or auditor of the company or a related body corporate:

• indemnified or made any relevant agreement for indemnifying against a liability incurred as an officer, including costs and expenses in successfully defending legal proceedings; or
• paid or agreed to pay a premium in respect of a contract insuring against a liability incurred as an officer for the costs or expenses to defend legal proceedings.

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES DIRECTORS' REPORT (Cont'd)

SHARE OPTIONS

No options were granted over unissued shares or interests during or since the financial year by the company or a controlled entity to directors or other persons.

No shares have been issued by virtue of the exercise of an option during the year, and to the date of this report there are 4,997,305 unissued ordinary shares of 20c each for which options are outstanding at the date of this report. The options are exercisable at any time until 8 December 2003.

No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue of any other body corporate.

Options granted under the Atech Holdings Limited directors option plan on 16 December 1998 include:

• 300,000 options granted to Tan Sri Dato Ir Talha Bin Hj Mohamad Hashim at an exercise price of 20c
• 4,000,000 options granted to Wan Hoi Lee at an exercise price of 20c (former director)
• 300,000 options granted to Pei Chai Ding at an exercise price of 20c (former director)
• 300,000 options granted to Stephen Leslie Adrian at an exercise price of 20c
• 100,000 options granted to Siew Kai Leong at an exercise price of 20c (former director) of which $97,305$ remain outstanding.

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The company was not a party to any such proceedings during the year.

Signed in accordance with a resolution of the Board of Directors

	Suzanne Borelli
Director
Director	Stephen Adrian
Dated this $\sqrt{2}$ day of $\sqrt{7}$ 2003.

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ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2003

	Note	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 £	l'arent Entity 30 June 2003 \$	Parent Entity 30 June 2002 \$
Revenues from ordinary activities	2	212,293	104,214	212,293	104,214
Accounting fees		(58, 385)	(70, 188)	(58, 385)	(70, 188)
Travelling expenses		(19, 103)	(23, 235)	(19, 103)	(23, 235)
Audit fees	5	(12, 715)	(8,965)	(12, 715)	(8,965)
Depreciation expense	$\overline{2}$	(391)	(3,071)	(391)	(3,071)
Other expenses from ordinary activities		(41, 159)	(64, 144)	(41, 159)	(64, 144)
Profit/(loss) from ordinary activities				80,540	(65,389)
before income tax expense/(benefit)	$\overline{2}$	80,540	(65, 389)
Income tax expense/(benefit) relating to ordinary activities	3
Profit/(loss) from ordinary activities after related income tax expense/(benefit)		80,540	(65, 389)	80,540	(65,389)
Net profit/(loss) Net profit/(loss) attributable to		80,540	(65, 389)	80,540	(65,389)
outside equity interests
Net profit/(loss) attributable to members of the parent entity Total changes in equity other than	17	80,540	(65, 389)	80,540	(65, 389)
those resulting from transactions with owners as owners		80,540	(65, 389)	80,540	(65, 389)
Basic earnings/(loss) cents per share	6	0.4148	(0.3368)

The accompanying notes form part of these financial statements.

$\ddot{\phantom{a}}$

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2003

MSHF

	Note	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 5	Parent Entity 30 June 2003 \$	Parent Entity 30 June 2002 \$
Current Assets
Cash Assets Receivables	8 9	2,363,402 5.342	2,319,835 7,516	2,363,402 5,342	2,319,835 7,516
Total Current Assets		2,368,744	2,327,351	2,368,744	2,327,351
Non-Current Assets
Other Financial Assets Property, Plant and Equipment	10 12		10,576	12	12 10,576
Total Non-Current Assets			10,576	12	10,588
Total Assets		2,368,744	2,337,927	2,368,756	2,337,939
Current Liabilities
Payables Provisions	13 14	17,125 3,317	66.848 3.317	1,149,031 3,317	1,198,754 3,317
Total Current Liabilities		20,442	70,165	1,152,348	1,202,071
Total Liabilities		20,442	70,165	1,152,348	1,202,071
Net Assets		2,348,302	2,267,762	1,216,408	1,135,868
Equity
Contributed equity Reserves Accumulated Losses	15 16 17	3,916,480 53,054 (1,621,232)	3,916,480 53,054 (1,701,772)	3,916,480 53,054 (2,753,126)	3,916,480 53,054 (2,833,666)
Total Equity		2,348,302	2,267,762	1,216,408	1,135,868

The accompanying notes form part of these financial statements.

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2003

	Note	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 \$	Parent Entity 30 June 2003 \$	Parent Entity 30 June 2002 \$
Cash flows from operating activities
Payments to suppliers		(164, 490)	(148, 295)	(164, 490)	(148, 295)
Interest received		106,512	104,214	106,512	104,214
Other - Legal Settlement and recoveries		97,000		97,000
Net cash provided by/(used in)
operating activities	7a	39,022	(44,081)	39,022	(44, 081)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment		4,545		4,545
Net cash provided by investing activities		4,545		4,545
Net increase/(decrease) in cash held		43,567	(44,081)	43,567	(44, 081)
Cash at 1 July 2002		2,319,835	2,363,916	2,319,835	2,363,916
Cash at 30 June 2003	8	2,363,402	2,319,835	2,363,402	2,319,835

The accompanying notes form part of these financial statements.

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2003

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted by ATECH Holdings Limited and its controlled entities (economic entity) are stated below to assist in the general understanding of this financial report. The accounting policies adopted have been consistently applied, unless otherwise stated.

Basis of Accounting $(a)$

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report has also been prepared on an accruals basis and is based on historical costs 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 value of the consideration given in exchange for assets.

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

Principles of Consolidation $(h)$

A controlled entity is any entity controlled by ATECH Holdings Limited. Control exists where ATECH Holdings Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with ATECH Holdings Limited to achieve the objectives of ATECH Holdings Limited. A list of controlled entities is contained in Note 11 to the financial statements.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation.

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

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

Income Tax $\left( \mathbf{c} \right)$

The economic entity adopts the liability method of tax-effect accounting whereby the income tax expense is based on the profit/(loss) from ordinary activities adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit/(loss) and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

MSHF

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

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 economic entity will derive sufficient future assessable income to enable the benefit to be realised and will continue to comply with the conditions of deductibility imposed by the law.

Cash $(d)$

For the purpose of the Statement of Cash Flows, cash includes cash on hand and deposits at call with banks or financial institutions, which are readily convertible to cash, net of bank overdrafts.

Receivables $(e)$

Trade receivables and other receivables are recorded at amounts due less any provision for doubtful debts.

Payables $(f)$

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

Borrowings $\left( \mathbf{g} \right)$

Debentures, bank loans and other loans are recorded at an amount equal to the net proceeds received. Interest expense is recognised on an accruals basis.

$(h)$ Property, Plant and Equipment

Property, plant and equipment are brought to account at cost less any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

The depreciable amount of all fixed assets, excluding freehold land, is depreciated over their useful lives to the economic entity commencing from the time the asset is held ready for use.

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

Class of Fixed Asset	Depreciation Rate	Method
Motor Vehicles	22.5%	Diminishing Value

$(i)$ Comparative Figures

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

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

$(i)$ Earnings Per Share

Basic earnings/(loss) per share

Basic earnings/(loss) per share is determined by dividing the net profit/(loss) after income tax attributable to members of the company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

Diluted earnings/(loss) per share

Diluted earnings/(loss) per share adjusts the figures used in the determination of basic earnings/(loss) 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 ordinary shares.

Non Current Investments $\left( \mathbf{k}\right)$

Investments are brought to account at cost. The carrying amount of investments is reviewed annually by Directors to ensure they are not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the shares current market value or the underlying net assets in the particular entities.

The expected net cash flows from investments have not been discounted to their present value in determining the recoverable amounts, except where stated.

Dividends are brought to account when received except for dividends from controlled entities which are brought to account when they are proposed by the controlled entity.

$\left( \mathbf{I} \right)$ Revenue

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

Dividend revenue is recognised when the right to receive a dividend has been established.

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

Goods and Services Tax (GST) $(m)$

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 statement of financial position are shown inclusive of GST.

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$\sim$

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2003

MSHF

	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 \$	Parent Entity 30 June 2003 S	Parent Entity 30 June 2002 S
NOTE 2: PROFIT/(LOSS) FROM ORDINARY ACTIVITIES BEFORE INCOME TAX EXPENSE/(BENEFIT) Profit/(Loss) from ordinary activities expense/(benefit) income before tax following revenues and includes the expenses.
(a) Expenses
Depreciation of property, plant & equipment - Motor Vehicles	391	3,071	391	3,071
Net Loss on disposal of property, plant & equipment	5,640		5,640
(b) Revenue Interest received from Operating Activities: - Other persons and/or bodies corporate Other:	110,748	104,214	110,748	104,214
- Proceeds on disposal of property, plant $\&$ equipment - Legal settlement and recoveries	4,545 97,000		4,545 97,000
Total Revenue	212,293	104,214	212,293	104,214

$\bar{\gamma}$

	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 \$	Parent Entity 30 June 2003 \$	Parent Entity 30 June 2002 S
NOTE 3: INCOME TAX
The prima facie tax on profit/(loss) from ordinary activities before income tax is reconciled to the income tax expense/(benefit) as follows:
Prima facie tax payable/(benefit) on profit/(loss) from ordinary activities before income tax at $30\%$ Adjusted for the:	24,162	(19,617)	24,162	(19,617)
Tax effect of tax losses not brought to account	(24, 162)	19,617	(24, 162)	19,617
Income tax expense/(benefit) attributable to profit/(loss) from ordinary activities Future income tax benefits not brought to account, the benefits of which will only be
realised if the conditions for deductibility set out in Note 1(c) occur: - tax losses at 30%	214,706	238,868	195,447	219,609
	214,706	238,868	195,447	219,609
Balance of franking account at year end adjusted for franking credits from payment of provision for income tax and dividends recognised as receivables, franking debits payment of arising from proposed dividends and franking credits that may be

The parent entity has not made any decision regarding the application or adoption of the Consolidations Regime for Income Tax purposes. As there are no
deferred tax balances brought to account the decision, when made, is not likely to have a material effect on the financial statements of the economic entity or the parent entity.

prevented from distribution in subsequent

financial years at 30%.

$\sim 10^7$

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2003

MSHF

	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 \$	Parent Entity 30 June 2003 s	Parent Entity 30 June 2002 \$
NOTE 4: DIRECTORS' REMUNERATION
Income paid or payable, or otherwise made available, in respect of the financial year, to all directors of the economic entity, directly or indirectly, by the economic entity or by any related party
Income paid or payable, or otherwise made available, in respect of the financial year, to all directors of the parent entity, directly or indirectly, by the parent entity or by any related party
Number of parent entity directors whose income from the parent entity and any related parties was within the following band:			No.	No.
$$0 - $$ 9,999			3	3
The names of the parent entity directors who have held office during the financial year are:
Tan Sri Dato Ir Talha Bin Hj Mohamad Hashim Stephen Leslie Adrian Suzanne Borelli There were amounts paid no tο of behalf funds superannuation $_{\text{on}}$ directors during the financial year.
NOTE 5: AUDITORS' REMUNERATION
Remuneration of the auditor of the parent entity for: - Auditing and reviewing the financial
report	12,715	8,965	12,715	8,965

$\bar{a}$

MSHF

$\sim$

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ATECH HOLDINGS LIMITED (ABN 88 004 080 460)
AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2003

	Economic Entity 30 June 2003 S	Economic Entity 30 June 2002 \$	Parent Entity 30 June 2003 \$	Parent Entity 30 June 2002 \$
EARNINGS/(LOSS) PER NOTE 6: SHARE
(a) Reconciliation of Earnings to Net Profit/(Loss) Net Profit/(Loss) Net Profit/(Loss) attributable to outside equity interests	80,540	(65,389)
Earnings/(loss) used in the calculation of basic EPS	80,540	(65,389)
(b) Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS	19,415,406	19,415,406
(c) As the dilutive earnings per share is not materially different from basic earnings per share, it is not required to be disclosed.
NOTE 7: CASH FLOW INFORMATION
(a) Reconciliation of Cash Flows from Operations with Profit/(Loss) from Ordinary Activities after Income Tax
Profit/(loss) from Ordinary Activities after Income Tax Non-cash flows in profit/(loss) from Ordinary Activities: Loss on disposal of Property, plant	80,540	(65,389)	80,540	(65, 389)
and equipment Depreciation Changes in assets and liabilities, net of the effects of purchase and disposal of	5,640 391	3,071	5,640 391	3,071
controlled entities: Decrease/(Increase) in debtors (Decrease)/Increase in sundry	2,174	(4,966)	2,174	(4,966)
creditors Cash flows from operations	(49, 723) 39,022	23,203 (44,081)	(49, 723) 39,022	23,203 (44, 081)

(b) Financing Facilities

There are no bank overdraft or loan facilities as at reporting date.

$\overline{\phantom{a}}$

MSHF $\blacksquare$

ATECH HOLDINGS LIMITED (ABN 88 004 080 460)
AND CONTROLLED ENTITIES

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2003

	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 \$	Parent Entity 30 June 2003 \$	Parent Entity 30 June 2002 \$
NOTE 8: CASH ASSETS
Cash at bank Deposits at call	14,497 2,348,905	2,198 2,317,637	14,497 2,348,905	2,198 2,317,637
	2,363,402	2,319,835	2,363,402	2,319,835
NOTE 9: RECEIVABLES
CURRENT Other debtors Amounts receivable from:	5,342	7,516	4,487	6,661
- wholly owned controlled entities	٠		855	855
	5,342	7.516	5,342	7,516
NOTE 10: OTHER FINANCIAL ASSETS
NON-CURRENT
Shares - in controlled entities at cost			12	12
			12	12
NOTE 11: CONTROLLED ENTITIES Controlled entities
		Country of incorporation		Percentage Owned
			2003 %	2002 $\%$
Parent Entity:
ATECH Holdings Limited		Australia
Controlled entities of ATECH Holdings Limited:
SEAA (151 Sturt St, South Melbourne) Pty Limited (*)		Australia	100	100
SEAA (Boronia) Pty Limited (*)		Australia	100	100

(*) These entities are classified as small entities and as such are not required under the Corporations Act 2001 to prepare financial reports.

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$\cdot$

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ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2003

	Economic Entity 30 June 2003 Ъ	Economic Entity 30 June 2002 \$	Parent Entity 30 June 2003 \$	Parent Entity 30 June 2002 s
NOTE 12: PROPERTY, PLANT AND EQUIPMENT
Motor Vehicles at cost Accumulated depreciation		33,305 (22, 729)		33,305 (22, 729)
Total property, plant and equipment		10,576		10,576
Reconciliations Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current financial year are set out below:
Carrying amount at start of year	10,576	13,647	10,576	13,647
Additions Disposals	(10, 185)		(10, 185)
Depreciation expense Carrying amount at end of year	(391)	(3,071) 10,576	(391)	(3,071) 10,576
NOTE 13: PAYABLES CURRENT
Unsecured Liabilities: - Sundry Creditors		66,848	17,125	66,848
- Loan from controlled entity			1,131,906	1,131,906
	17,125	66,848	1,149,031	1,198,754
NOTE 14: PROVISIONS
CURRENT Dividends	3,317	3,317	3,317	3,317
Movements in provisions Movements in each class of provision during the financial year, other than employee benefits, are set out below:
Carrying amount at start of year	3,317	3,317	3,317	3,317
Carrying amount at end of year	3,317	3,317	3,317	3,317

$\bar{z}$

NOTE 15: CONTRIBUTED EQUITY	Economic Entity 30 June 2003 5	Economic Entity 30 June 2002 S	Parent Entity 30 June 2003	Parent Entity 30 June 2002 Ş
Issued and Paid-up Capital 19,415,406 Fully paid ordinary shares (2002: 19, 415, 406)	3,916,480	3,916,480	3,916,480	3,916,480
(a) Paid Up Capital Balance at Beginning of the Financial Year Shares issued during the year - Nil	3,916,480	3,916,480	3,916,480	3,916,480
Balance at End of the Financial Year	3,916,480	3,916,480	3,916,480	3,916,480

(b) At 30 June 2003, the company had on issue $4,997,305$ options (2002: $4,997,305$ ). Each option entitled the holder to subscribe for one ordinary share exercisable at 20c each on or before 8 December 2003.

(c) Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders' meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

NOTE 16: RESERVES

Capital Profits Reserve movements during the year: 53,054 53,054 53,054 53,054 Opening balance 53,054 53,054 53,054 53,054 Closing balance

Capital profits reserve records capital profits on disposal of non-current assets.

NOTE 17: ACCUMULATED LOSSES

Accumulated losses at the beginning of the financial year	(1,701,772)	(1,636,383)	(2,833,666)	(2,768,277)
Net profit/(loss) attributable to the members of the parent entity	80.540	(65,389)	80.540	(65,389)
Accumulated losses at the end of the financial year	(1,621,232)	(1,701,772)	(2,753,126)	(2,833,666)

MSHF

NOTE 18: FINANCIAL INSTRUMENTS

a) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the statement of financial position and notes to the financial statements.

The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the economic entity.

b) Net Fair Values

The net fair values of listed investments have been valued at the quoted market bid price at balance date adjusted for transaction costs expected to be incurred.

For other assets and other liabilities the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments.

Aggregate net fair values and carrying amounts of financial assets and financial liabilities at balance date:

	Economic Entity 2003		Economic Entity 2002
	Carrying Amount	Net Fair Value	Carrying Amount	Net Fair Value
Financial Assets	\$	s	\$	\$
Other debtors	5,342	5.342 5.342	7,516 7,516	7,516 7,516
	5,342
Financial Liabilities
Trade and sundry creditors	17,125	17,125	66,848	66,848

Interest rate risk $\mathbf{c}$

The economic entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rates, is limited to the risk associated with its cash holdings. The effective weighted average interest rate for this financial asset was 4.73% (2002: 4.45%).

NOTE 19: STATEMENT OF OPERATIONS BY SEGMENTS

During the year ended 30 June 2003 the economic entity derived income from the investment of cash within Australia. As it invests in cash only, it does not operate in any segments and therefore there are no further disclosures deemed necessary.

MSHF

	Economic Entity 30 June 2003 \$	Economic Entity 30 June 2002 s	Parent Entity 30 June 2003 S	Parent Entity 30 June 2002 s
NOTE 20: RELATED PARTY TRANSACTIONS
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
Transactions with related parties.
(i) Director-related Entities
Administrative, Secretarial and Accounting Services were provided by Moore Stephens Hughes Fincher Services Pty Limited on normal commercial terms. Mr S L Adrian is a director and shareholder of this company.	48,791	60,638	48,791	60,638
Accounting Services were provided by Suzanne Borelli on normal commercial terms and conditions.	9,594	9,550	9,594	9.550
(ii) Share Transactions of Directors
Director and director related entities hold directly, indirectly, or beneficially as at the reporting date the following equity interests in the economic entity
ATECH Holdings Limited	No		No
Ordinary Shares	727,000	727,000	727,000	727,000
Options over Ordinary Shares The names and remuneration of persons who are directors of the company during tha Cannairl was ann atatad in Nato 4.	600,000	600,000	600,000	600,000

the financial year are stated in Note 4

NOTE 21: COMPANY DETAILS

The registered office and principal place of business: Atech Holdings Ltd Level 14, 607 Bourke Street Melbourne VIC 3000

NOTE 22: CONTINGENT LIABILITIES

Estimates of the maximum amount of contingent liabilities that may become payable is nil.

$\mathcal{F}_{\mathbf{m}}$

${\bf ATECH\;HOLDINGS\; LIMITED\;(ABN\;88\;004\;080\;460)} \label{thm:thm:thm:thm:thm:thm:thm:thm:thm:thm:thm:thm:thm:th$ FOR THE YEAR ENDED 30 JUNE 2003

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ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES

MSHF

DIRECTORS' DECLARATION

The directors of the company declare that:

• the financial statements and notes are in accordance with the Corporations Act 2001 and: $(1)$
• comply with Accounting Standards and the Corporations Regulations 2001; and $(a)$
• give a true and fair view of the financial position as at 30 June 2003 and of the $(b)$ performance for the year ended on that date of the company and economic entity;
• in the director's opinion there are reasonable grounds to believe that the company will be able $(2)$ to pay its debts as and when they become due and payable.

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

Suzanne Borelli Director Stephen Adrian Director

Dated this 19 day of September 2003

INDEPENDENT AUDIT REPORT

ATECH HOLDINGS LIMITED

HORWATH MELBOURNE

Chartered Accountants A member of Horwath International

600 St Kilda Road Melbourne VIC 3004

Independent audit report to members of Atech Holdings Limited

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial performance, statement of financial position, statement of cash flows, and accompanying notes to the financial statements for both Atech Holdings Limited (the company) and Atech Holdings Limited and Controlled Entities (the consolidated entity), and the directors' declaration for the year ended 30 June 2003. The consolidated entity comprises both the company and the entities it controlled during that year.

MSHF

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report, and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Horwath Melbourne operates independently of the interstate members of Horwath International in Australia.

INDEPENDENT AUDIT REPORT

ATECH HOLDINGS LIMITED

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Audit opinion

In our opinion, the financial report of Atech Holdings Limited is in accordance with:

• (a) the Corporations Act 2001, including:
• giving a true and fair view of the company's and consolidated entity's financial position as at 30 June $(i)$ 2003 and of their performance for the year ended on that date; and
• complying with Accounting Standards in Australia and the Corporations Regulations 2001; and $(ii)$
• (b) other mandatory financial reporting requirements in Australia.

Dated the 23rd day of September, 2003.

magavi بمواجه والمراجع

HORWATH MELBOURNE Chartered Accountants

John C. Stewart-Partner

MSHF

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES ADDITIONAL INFORMATION

1. Shareholding

(a) Distribution of Shareholder numbers

Category (size of holding)	ordinary
$1 - 1.000$	364
$1,001 - 5,000$	167
$5,001 - 10,000$	390
$10,001 - 100,000$	49
$100,001 -$ over	18

(b) The number of shareholdings held in less than marketable parcels is 473.

(c) The names of the substantial shareholders listed in the parent entity's register as at 30 June 2003. Due to the suspension of the company from Australian Stock Exchange details have not been provided as at a date not earlier than six weeks from the date of issue of the financial report.

Shareholder	Number
SEAA Investments Pty Limited	4.830,000
Cheng Tong Wilfred Choo	1,090,000

(d) Each ordinary share carries the right to one vote.

(e) 20 Largest Shareholders - Ordinary Capital

		Number of Ordinary Fully Paid	% Held of Issued Ordinary
	Name	Shares Held	Capital
1	SEAA Investments Pty Limited	4,830,000	24.88
2	Cheng Tong Wilfred Choo	1,090,000	5.61
3	Tina Tun Ling Tan	950,000	4.89
4	Tuan Tong Tan	950,000	4.89
5	Kwee Heok Ng	950,000	4.89
6	Wan Hoi Lee	675,000	3.48
7	Tan Sri Dato Talha Bhm Hashim	675,000	3.48
8	Wai Yong Lee Cheng	675,000	3.48
9	Choi Man Kay	500,000	2.58
10	Wai Har Tang	500,000	2.58
11	Richard Ng Keok Seng	484.612	2.50
12	Alan Chui	420,000	2.16
13	Boh Lian Tan	267,388	1.38
14	Kwee Beng Lim	151,483	0.78
15	Kian Meng Chua	150,000	0.77
16	Reynold Fang	150,000	0.77
17	Puan Sridatin Miti Aishah	100,000	0.52
18	Wee Loke Tang	100,000	0.52
19	Nellie Chui	89,758	0.46
20	Khiam Seah Yzak	88,000	0.45
		13,796,241	71.06

ATECH HOLDINGS LIMITED (ABN 88 004 080 460)
AND CONTROLLED ENTITIES ADDITIONAL INFORMATION

MSHF

• 1. The name of the company secretary is Mr Stephen Leslie Adrian.
• 1. The address of the principal registered office in Australia:

14th Floor 607 Bourke Street Melbourne VICTORIA 3000 Tel: 61 3 9614 4444

1. Register of securities is held at the following address:

Computershare Investor Services Pty Ltd Level 12 565 Bourke Street Melbourne VICTORIA 3000

÷,