FATFISH GROUP LIMITED — Annual Report 2004

Oct 26, 2004

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

FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2004

Directors

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

Secretary Stephen Leslie Adrian

Registered Office
14^th Floor

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 vear ended 30 June 2004.

DIRECTORS

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 Hi Mohamad Hashim $\overline{a}$
• Stephen Leslie Adrian $\mathbf{r}$
• 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 year.

OPERATING RESULTS

The consolidated profit of the economic entity after providing for income tax amounted to \$10,936 (2003: Profit \$80,540).

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

Brief Description	Price	Result
Acquire auto parts manufacturing business	\$3.5m	Business Sold to someone else.
Installation of fibreoptics networks in Middle East	\$10m	We advised that we were not interested.
Acquire winemaking business and accommodation venues	N/A	They have secured funding from other sources.
Acquire a Property Business	\$10m	We advised that project was too risky for Atech
Acquire a Water Treatment products business	N/A	Due diligence established that the business was not as good as first indicated. Atech would not proceed.

Brief Description	Price	Result
Develop a chip that balances contrast	\$2m	At this stage the company had only got
in photos		"Proof of Concept" and there was too far to
		go for Atech. Atech not interested.
Install wiring and sound systems in	\$4m	After extensive discussions acquisition did
Supermarkets and other locations		not fall within parameters.
Acquire 20 Dental surgeries in	\$6m (all scrip)	Deal considered too risky.
Western Australia
Acquire a dairy feedlot	$$1m$ for 66.7%	The proposal is for seed capital in a high
		risk industry.
Acquire a Green energy retailer	N/A	Other investors acquired the interest.
Acquire a medical devices distributor	\$15m	Discussions are ongoing.

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

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

Since the end of the financial year the company has been made aware of possible breaches of directors duties by former directors of the company. A full investigation of these breaches has commenced. The ASIC and ASX were notified of the matter on 30 September 2004. The financial effect of this event cannot be estimated reliably and has not been recognised in the financial report. It is impossible to determine at this stage whether this matter will impact the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in subsequent financial years. 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 seven years through his directorships in several Malaysian property development companies.
Interests in Shares	675,000 Ordinary Shares
Interests in Options	Nil options.
Interests in Contracts	Nil.
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	Nil options.
Director	Suzanne Borelli (Non Executive Director)
Qualifications	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
Interests in Options	Nil options.

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.

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.

In accordance with ASX requirements, the company is required to comply with the ASX Corporate Governance Council Best Practice. However, as the company is currently suspended and is undertaking no trading activities. compliance with the Best Practice requirement is not considered necessary by the Board of Directors.

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, three 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	3
Ms Suzanne Borelli

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 $\bullet$ for the costs or expenses to defend legal proceedings.

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, and at the end of the financial year, all options had expired.

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 no options outstanding. The 4,997,305 options to acquire unissued ordinary shares at 20c each which were exercisable at any time until 8 December 2003 expired during the year.

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 Hi Mohamad Hashim at an exercise price of 20c $\overline{a}$
• 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.

These options all expired on 8 December 2003.

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 party to any such proceedings during the year.

Signed in accordance with a resolution of the Board of Directors

Suzanne Borelli . . . . . . . . . . . . . . . . . . . Director Stephen Adrian . . . . . . . . . . . . . . . . . . . . Director Dated this day of 2004

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2004

	Note	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 \$	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 ${\mathbb S}$
Revenues from ordinary activities	$\overline{c}$	112,390	212,293	112,390	212,293
Accounting Fees		(46, 634)	(58, 385)	(46, 634)	(58, 385)
Travelling Expenses		(8,007)	(19, 103)	(8,007)	(19, 103)
Audit Fees		(19,505)	(12,715)	(19,505)	(12,715)
Depreciation Expense Other expenses from ordinary	$\overline{2}$		(391)		(391)
activities		(27, 308)	(41, 159)	(27,308)	(41, 159)
Profit from ordinary activities before income tax expense	2	10,936	80,540	10,936	80,540
Income tax expense relating to
ordinary activities	3
Profit from ordinary activities after related income tax expense		10,936	80,540	10,936	80,540
Net		10,936	80,540	10,936	80,540
Net profit attributable to outside equity interests
Net profit attributable to members of the parent entity	16	10,936	80,540	10,936	80,540
Total changes in equity other than those resulting from transactions with owners as owners		10,936	80,540	10,936	80,540
Basic earnings cents per share	6	0.0563	0.4148

The accompanying notes form part of these financial statements.

ATECH HOLDINGS LIMITED (ABN 88 004 080 460) AND CONTROLLED ENTITIES STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2004

	Note	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 \$	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 \$
Current Assets
Cash Assets Receivables	$8\,$ 9	2,361,404 6,575	2,363,402 5,342	2,361,404 6,575	2,363,402 5,342
Total Current Assets		2,367,979	2,368,744	2,367,979	2,368,744
Non-Current Assets
Other Financial Assets	10			12	12
Total Non-Current Assets				12	12
Total Assets		2,367,979	2,368,744	2,367,991	2,368,756
Current Liabilities
Payables Provisions	12 13	8,741	17,125 3,317	1,140,647	1,149,031 3,317
Total Current Liabilities		8,741	20,442	1,140,647	1,152,348
Total Liabilities		8,741	20,442	1,140,647	1,152,348
Net Assets		2,359,238	2,348,302	1,227,344	1,216,408
Equity
Contributed equity Reserves Accumulated Losses	14 15 16	3,916,480 52,199 (1,609,441)	3,916,480 53,054 (1,621,232)	3,916,480 52,199 (2,741,335)	3,916,480 53,054 (2,753,126)
Total Equity		2,359,238	2,348,302	1,227,344	1,216,408

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 2004

	Note	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 \$	Parent Entity 30 June 2004 S	Parent Entity 30 June 2003 \$
Cash flows from operating
activities Payments to suppliers Interest received		(115, 193) 113,195	(164, 490) 106,512	(115, 193) 113,195	(164, 490) 106,512
Other - Legal Settlement and Recoveries			97,000		97,000
Net cash provided by (used in) operating activities	7a	(1,998)	39,022	(1,998)	39,022
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		(1,998)	43,567	(1,998)	43,567
Cash at 1 July 2003		2,363,402	2,319,835	2,363,402	2,319,835
Cash at 30 June 2004	8	2,361,404	2,363,402	2,361,404	2,363,402

The accompanying notes form part of these financial statements.

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 and 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 public company, incorporated and domiciled in Australia.

Principles of Consolidation $(b)$

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 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 and taxable income are brought to account as either a provision for deferred income tax or an asset described as 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 pavable.

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

Future income tax benefits in relation to timing differences 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.

$(d)$ Cash

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.

$(f)$ Payables

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 $(g)$

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.

$(h)$ Comparative Figures

Where required by Accounting Standards, comparative figures have been adjusted 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 per share

Basic earnings per share is determined by dividing the net profit 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 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 ordinary shares.

$(i)$ Non Current Investments

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 quoted current market value for listed investments or the underlying net assets for other non-listed investments.

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

$(k)$ 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).

$\mathbf{d}$ 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 statement of financial position are shown inclusive of GST.

Adoption of Australian Equivalents to International Financial Reporting Standards $(m)$

Australia is currently preparing for the introduction of International Financial Reporting Standards (IFRS) effective for financial years commencing 1 January 2005. This requires the production of accounting data for future comparative purposes at the beginning of the next financial year.

The economic entity's management, along with its auditors, are accessing the significance of these changes and preparing for their implementation. The directors do not believe that the introduction of the IFRS will have a material impact on the parent entity and the economic entity.

The directors are of the opinion that the key differences in the economic entity's accounting policies which will arise from the adoption of IFRS are:

Impairment of Assets $\overline{a}$

The economic entity currently determines the recoverable amount of an asset on the basis of undiscounted net cash flows that will be received from the assets use and subsequent disposal. In terms of pending AASB 136: Impairment of Assets, the recoverable amount of an asset will be determined as the higher of fair value less costs to sell and value in use. It is likely that this change in accounting policy will lead to impairments being recognised more often than under the existing policy.

NOTE 2: PROFIT FROM ORDINARY ACTIVITIES Profit from ordinary activities before income tax has been determined after:	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 \$	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 \$
(a) Expenses
Net Loss on Disposal of property, plant and
equipment		5,640		5,640
Loan Written Off Provision Written Off	(3,317)		855
Depreciation of property, plant $\&$ equipment - Motor Vehicles		391	(3,317)	391
(b) Revenue
Interest received from Operating Activities: - Other persons and/or bodies corporate Other:	112,390	110,748	112,390	110,748
- Proceeds on disposal of property, plant and
equipment		4,545		4,545
- Legal settlement and recoveries		97,000		97,000
Total Revenue	112,390	212,293	112,390	212,293

	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 \$	Parent Entity 30 June 2004 S	Parent Entity 30 June 2003 \$
NOTE 3: INCOME TAX EXPENSE
The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax as follows: -
Prima facie tax payable on profit from ordinary activities before income tax at 30% (2003: 30%) Less:	3,281	24,162	3,281	24,162
Recoupment of prior year tax losses not previously brought to account	(3,281)	(24, 162)	(3,281)	(24, 162)
Income tax expense attributable to profit 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:
- timing differences at 30% - tax losses at 30%	211,425	214,706	192,166	195,447
	211,425	214,706	192,166	195,447
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 arising from payment of proposed dividends and franking credits that may be prevented from distribution in subsequent financial years at 30%.
The parent entity has not made any decision regarding the application or adoption of the Consolidation Regime for

Income Tax purposes. As there are no deferred tax balances brought to account, the decision, when made is unlikely to have a material effect on the financial statements of the economic entity or the

parent entity.

	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 S	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 \$
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
Parent Entity Directors Remuneration: Tan Sri Ir Talha Bin Hj Mohamad Hasim Stephen Leslie Adrian Suzanne Borelli			Total	Total
The names of the parent entity directors who have held office during the financial year are:
Tan Sri Ir Talha Bin Hj Mohamad Hashim - Non executive director Stephen Leslie Adrian - Non executive director Suzanne Borelli - Non executive director
There were no amounts paid to superannuation funds on behalf of directors during the financial year.
Option Holdings - Parent Entity Directors	Balance @ 01/7/04	Expired during year	Balance @ 30/6/04
Tan Sri Ir Talha Bin Hj Mohamad Hashim Stephen Leslie Adrian Suzanne Borelli	300,000 300,000	(300,000) (300,000)
	600,000	(600,000)
Shareholdings - Parent Entity Directors
Tan Sri Ir Talha Bin Hj Mohamad Hashim Stephen Leslie Adrian Suzanne Borelli	675,000 22,000 30,000		675,000 22,000 30,000
	727,000		727,000

30 June 2004 30 June 2003 S	30 June 2004 S	30 June 2003 S
	19,505 12,715	19,505	12,715

NOTE 6: EARNINGS PER SHARE

(a) Reconciliation of Earnings to Net
Profit
Net Profit	10,936	80,540
Net Profit attributable to outside equity
interest
Earnings used in the calculation of basic
EPS	10,936	80,540
(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.

	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 S	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 S
NOTE 7: CASH FLOW INFORMATION
(a)Reconciliation of Cash Flows from Operating Activities with Profit from Ordinary Activities after Income Tax
Profit from Ordinary Activities after Income Tax Non-cash flows in profit from Ordinary Activities:	10,936	80,540	10,936	80,540
Loss on disposal of Property, plant and equipment Depreciation		5,640 391		5,640 391
Provision Write Back Changes in assets and liabilities, net of the effects of purchase and disposal of controlled entities:	(3,317)		(3,317)
(Increase) Decrease in debtors Decrease in sundry creditors	(1,233) (8,384)	2,174 (49, 723)	(1,233) (8, 384)	2,174 (49, 723)
Cash flows from operations	(1,998)	39,022	(1,998)	39,022
(b) Financing Facilities
There are no bank overdrafts or loan facilities as at reporting date

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 2004

	Economic Entity 30 June 2004 \$	Economic Entity 30 June 2003 S	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 \$
NOTE 8: CASH ASSETS
Cash at bank Deposits at call	6,344 2,355,060	14,497 2,348,905	6,344 2,355,060	14,497 2,348,905
	2,361,404	2,363,402	2,361,404	2,363,402
NOTE 9: RECEIVABLES
CURRENT Other debtors Amounts receivable from:	6,575	5,342	6,575	4,487 855
- wholly owned controlled entities	6,575	5,342	6,575	5,342
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
			2004 $\%$	2003 $\%$
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.

	Economic Entity 30 June 2004 S	Economic Entity 30 June 2003 S	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 \$
NOTE 12: PAYABLES
CURRENT Unsecured Liabilities: - Sundry Creditors - Loan from controlled entity	8,741	17,125	8,741 1,131,906	17,125 1,131,906
	8,741	17,125	1,140,647	1,149,031
NOTE 13: PROVISIONS CURRENT Dividends		3,317		3,317
Movements in provisions Movements in each class of provision during the financial year, other than employee benefits as set out below:
Carrying Amount at start of year Provision Write Back	3,317 (3,317)	3,317	3,317 (3,317)	3,317
Carrying Amount at end of year		3,317		3,317

NOTE 14: CONTRIBUTED EQUITY	Economic Entity 30 June 2004 S	Economic Entity 30 June 2003 \$	Parent Entity 30 June 2004 S	Parent Entity 30 June 2003 \$
Issued and Paid-up Capital 19,415,406 Fully paid ordinary shares (2003:19,415,406)	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 2004, the company had nil options on issue (2003: 4,997,305). All options expired during the year and were not exercised.

(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 15: RESERVES

Capital Profits Reserve movements during
the year:
Opening Balance	53,054	53.054	53,054	53,054
Transfer to retained profits (accumulated
losses)	(855)		(855)
Closing balance	52,199	53,054	52,199	53,054

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

NOTE 16: ACCUMULATED LOSSES

Accumulated losses at the beginning of the financial year	(1,621,232)	(1,701,772)	(2,753,126)	(2,833,666)
Net profit attributable to the members of the
parent entity	10,936	80,540	10,936	80,540
Transfer from capital profits reserve	855		855
Accumulated losses at the end of the
financial year	(1,609,441)	(1,621,232)	(2,741,335)	(2,753,126)

NOTE 17: 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 2004		Economic Entity 2003
Financial Assets	Carrying Amount \$	Net Fair Value S	Carrying Amount \$	Net Fair Value \$
Other Debtors	6,575	6,575	5,342	5,342
	6,575	6,575	5,342	5,342
Financial Liabilities
Trade and sundry creditors	8,741	8,741	17,125	17,125

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 4.75% (2003: 4.73%).

NOTE 18: STATEMENT OF OPERATIONS BY SEGMENTS

During the year ended 30 June 2004 the economic entity derived income from the investment of eash within Australia. As it invests in cash only, it does not operate in any segments and therefore there are no further disclosures deemed necessary.

	Economic Entity 30 June 2004 S	Economic Entity 30 June 2003 \$	Parent Entity 30 June 2004 \$	Parent Entity 30 June 2003 \$
NOTE 19: 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 HF Services Pty Limited on normal commercial terms. Mr S L Adrian is a
director and shareholder of this company.	38,550	48,791	38,550	48,791
Accounting Services were provided by Suzanne Borelli on normal commercial terms and conditions.	8,084	9,594	8,084	9,594
(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.	No.	No.
Ordinary Shares	727,000	727,000	727,000	727,000
Options over Ordinary Shares		600,000		600,000
The names and remuneration of persons who are directors of the company during

who are directors of the company durin
the financial year are stated in Note 4

NOTE 20: COMPANY DETAILS

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

NOTE 21: CONTINGENT LIABILITIES

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

NOTE 22: AFTER BALANCE DATE EVENTS

Since the end of the financial year the company has been made aware of possible breaches of directors duties by former directors of the company. A full investigation of these breaches has commenced. The ASIC and ASX were notified of the matter on 30 September 2004. The financial effect of this event cannot be estimated reliably and has not been recognised in the financial report. It is impossible to determine at this stage whether this matter will impact the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in subsequent financial years. 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.

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

DIRECTORS' DECLARATION

The directors of the company declare that:

$(1)$ the financial statements and notes are in accordance with the Corporations Act 2001 and:

• (a) comply with Accounting Standards and the Corporations Regulations 2001; and
• (b) give a true and fair view of the financial position as at 30 June 2004 and of the performance for the year ended on that date of the company and economic entity;

(2) in the director's opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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

2004

Suzanne Borelli . . . . . . . . . . . . . . . . . . . Director Stephen Adrian . . . . . . . . . . . . . . . . . . . . Director

Dated this day of

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 2004. 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	0.44
		13,796,241	71.06

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

1. The name of the company secretary is Mr Stephen Leslie Adrian.

2. The address of the principal registered office in Australia:

$14^th$ 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