FATFISH GROUP LIMITED — Interim / Quarterly Report 2012

Apr 9, 2012

INTERIM FINANCIAL REPORT

FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

CONTENTS	PAGE
Directors' report	$\overline{2}$
Auditor's independence declaration	$\overline{4}$
Consolidated statement of comprehensive income	5
Consolidated statement of financial position	6
Consolidated statement of changes in equity	7
Consolidated statement of cash flows	8
Notes to the consolidated financial statements	9
Directors' declaration	11
Independent review report to the members	12

DIRECTORS' REPORT

Your directors present their report on the consolidated entity consisting of Atech Holdings Limited and the entities it controlled at the end of, or during, the half-year ended 31 December 2011.

Directors

The name of the directors who held office during or since the end of the half-year:

Donald Han Low George Karafotias Eric Jiang (Resigned 12 October 2011) Jeffrey Tan (Appointed 12 October 2011)

The directors have been in office since the start of the half-year to the date of this report unless otherwise stated.

Review of operations

During the half year the consolidated entity invested in cash and this was the only source of the economic entity's revenue. In relation to the Alpha Wealth Financial Services Pty Ltd voided acquisition, loan funds of \$350,000 together with accrued interest due and payable on 2 December 2011 were not received. The loss for the year includes an impairment of \$417,369 on the economic entity's financial assets. The directors are continuing to pursue the recovery of these funds. The refundable deposit of \$460,478 paid to Alpha Wealth Financial Services Pty Ltd was repaid to Atech Holdings Ltd on 17 August 2011.

On 19 August 2011, Atech announced an 'Acquisition Proposal' to acquire 60% of the fully paid ordinary shares in the capital of Indonesian coal exploration company, PT Apuah Kutai Langgong ("Apuah"). Atech was granted an exclusive right to deal with Apuah and paid a non-refundable fee of \$500,000 for that right.

In addition, Atech has advanced Apuah \$235,000 to assist Apuah with the payment of transport costs needed for Apuah to supply coal under a \$5.16m USD sale contact between Apuah and a Korean company, Open Blue Co., Ltd ("Open Blue"). Atech has been named on this contract as a facilitator to the sale transaction, and it was intended that Atech provide a performance bond to Open Blue to support Open Blue issuing a letter of credit to Atech (as beneficiary nominated by Apuah) for the sale value. The sale was originally planned to be finalised by November 2011 and has now been deferred until April 2012. The advance of these funds was made to facilitate the Acquisition Proposal. The intention of the company is to recover these funds through either the completion of the Acquisition Proposal, in which case it will from part of the acquisition price, or through cash repayment. As there is no security over this amount advanced however, the amount has been fully impaired.

DIRECTORS' REPORT

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporation Act 2001 is set out on page 4.

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

George Karafotias Director

Melbourne

Dated this 26^th day of March 2012

Tel: +61 3 8320 2222
Fax: +61 3 8320 2200 www.bdo.com.au

The Rialto, 525 Collins St
Melbourne VIC 3000 GPO Box 4736 Melbourne VIC 3001 Australia

DECLARATION OF INDEPENDENCE BY ADRIAN NATHANIELSZ TO THE DIRECTORS OF ATECH HOLDINGS LIMITED

As lead auditor for the review of Atech Holdings Limited for the half year ended 31 December 2011, I declare that, to the best of my knowledge and belief, there have been:

• no contraventions of the auditor independence requirements of the Corporations Act 2001 in $\bullet$ relation to the review; and
• no contraventions of any applicable code of professional conduct in relation to the review. $\bullet$

This declaration is in respect of Atech Holdings Limited and the entities it controlled during the period.

Adrian Nathanielsz Director

BDO Audit (NSW-VIC) Pty Ltd

Melbourne, 26 March 2012

BDO Audit (NSW-VIC) Pty Ltd ABN 17-114-673-540
BDO is the brand name for the BDO International network and for each of the BDO Member Firms.
BDO in Australia is a national association of separate entities (each of which ha omissions of financial services licensees.

$\overline{4}$

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

		Half-year ended 31 December
		2011	2010
	Note	\$	$\mathbf S$
Interest revenue		23,648	51,211
Accounting and administration services		(11, 663)
Audit fees			(6, 268)
Exclusivity fee on potential acquisition of subsidiary	5(ii)	(9,019) (500,000)	(4, 124)
Acquisition costs
Impairment of loan receivable from Alpha Wealth Financial		(3,392)	(13, 593)
Services Pty Ltd	5(i)	(417,369)
Impairment of loan receivable from Pt. Apuah Kutai Langgong	5(ii)	(235,000)
Consulting fees		(2,937)
Depreciation		(7,730)	(25,000)
Fringe benefits expense		(24,962)	(401)
Legal expenses
Listing fees		(24, 749)	(20, 172)
Postage, printing and stationery expenses		(16, 401)	(16, 401)
Secretarial fees		(4,273)	(1,229)
Share registry expenses		(22, 279)	(24,000)
Travelling expenses		(2,730)	(2,959)
Other expenses		(25, 154)	(23, 467)
Loss before income tax expense		(8,575)	(4, 713)
Income tax expense		(1,292,585)	(91, 116)
Loss attributable to members of the company		(1,292,585)	(91, 116)
Total comprehensive income/(loss) for the period		(1, 292, 585)	(91, 116)
Basic loss per share (cents)		(5.79)	(0.41)
Diluted loss per share (cents)		(5.79)	(0.41)

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2011

		As at
	31 Dec 11	30 Jun 11
	\$	$\mathbb{S}$
ASSETS
Current Assets
Cash & cash equivalents	466,802	870,376
Trade and other receivables	4,362	864,104
Total current assets	471,164	1,734,480
Non-Current Assets
Property, plant and equipment	95,339	103,069
Total Non-Current Assets	95,339	103,069
Total Assets	566,503	1,837,549
LIABILITIES
Current Liabilities
Trade and other payables	48,799	27,260
Total current liabilities	48,799	27,260
Total Liabilities	48,799	27,260
Net Assets	517,704	1,810,289
EQUITY
Issued capital
Accumulated losses	4,487,232	4,487,232
Total Equity	(3,969,528)	(2,676,943)
	517,704	1,810,289

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

	Issued Capital - Ordinary Shares $\mathbf S$	Accumulated Losses $\mathbb{S}$	Total $\mathbb{S}$
Balance at 1 July 2010	4,487,232	(2, 542, 838)	1,944,394
Net loss for the year Total comprehensive income		(91, 116)	(91, 116)
For the half year		(91, 116)	(91, 116)
Balance at 31 December 2010	4,487,232	(2, 633, 954)	1,853,278
Balance at 1 July 2011	4,487,232	(2,676,943)	1,810,289
Net loss for the half-year		(1,292,585)	(1,292,585)
Total comprehensive income for the half year
Balance at 31 December 2011	4,487,232	(3,969,528)	517,704

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

		Half-year ended 31 December
		2011	2010
	Note	$\mathbb{S}$	$\mathbf S$
Cash flows from operating activities
Payments to suppliers and employees		(137,620)	(97, 555)
Interest received		8,568	21,033
Net cash from operating activities		(129, 052)	(76, 522)
Cash flows from investing activities
Repayment of deposit for investment	5(i)	460,478
Deposit paid for investment	5(i)		(460, 478)
Loan to Alpha Wealth Financial Services Pty Ltd	5(i)
Payment of exclusivity fee on potential acquisition of subsidiary	5(ii)		(350,000)
Loan to Pt.Apuah Kutai Langgong		(500,000)
Net cash from investment activities	5(ii)	(235,000)
		(274, 522)	(810, 478)
Net decrease in cash and cash equivalents		(403, 574)	(887,000)
Cash and cash equivalents at the beginning of the half-year		870,376	1,850,294
Cash and cash equivalents at the end of the half-year		466,802	963,294

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

$1.$ Basis of preparation of half-year report

This general purpose financial report for the interim half-year reporting period ended 31 December 2011 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2011 and any public announcements made by Atech Holdings Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

$2.$ Reporting basis and conventions

The accounting policies and methods of computation applied in the half-year financial report is consistent with those applied for the annual financial report for the year ended 30 June 2011.

$3.$ Segment information

During the half-year ended 31 December 2011, 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.

$4.$ Contingent liabilities

Estimates of the maximum amount of contingent liabilities that may become payable is nil and there has been no change from 30 June 2011.

Significant Transactions 5.

$(i)$ Potential Acquisition of Alpha Wealth Financial Services Pty Ltd

At the end of each reporting period, the economic entity assesses whether there is objective evidence that a financial asset has been impaired. Impairment Losses are recognised in the Statement of Comprehensive Income. During the year ended 30 June 2011, the economic entity entered into an agreement to acquire 100% of the shares of Alpha Wealth Financial Services Pty Ltd however the agreement was voided. In addition to the deposit paid for the acquisition (since recovered) the economic entity loaned funds of \$350,000 and together with accrued interest, a total of \$417,369 became due and payable on 2 December 2011. As at 31 December 2011 the directors have determined that these funds are no longer recoverable and have impaired these funds to nil. Nevertheless the directors will continue to pursue recovery of these funds.

Potential Acquisition of PT.Apuah Kutai Langgong $(ii)$

On 19 August 2011, Atech announced an Acquisition Proposal to acquire 60% of the fully paid ordinary shares in the capital of Indonesian coal exploration company, PT Apuah Kutai Langgong. Atech was granted an exclusive right to deal with Apuah and paid a non-refundable fee of \$500,000 for that right. This fee has been expensed.

In addition Atech has advanced the Indonesian company \$235,000 to facilitate the Acquisition Proposal. The intention of the company is to recover these funds through either the completion of the Acquisition Proposal, in which case it will from part of the acquisition price, or through cash repayment. As there is no security over this amount advanced however, the amount has been fully impaired as at 31 December 2011.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2011

5. Significant Transactions (continued)

$(ii)$ Potential Acquisition of PT.Apuah Kutai Langgong (continued)

On 19 August 2011, Atech announced an 'Acquisition Proposal' to acquire 60% of the fully paid ordinary shares in the capital of Indonesian coal exploration company, PT Apuah Kutai Langgong ("Apuah"). Atech was granted an exclusive right to deal with Apuah and paid a non-refundable fee of \$500,000 for that right.

In addition, Atech has advanced Apuah \$235,000 to assist Apuah with the payment of transport costs needed for Apuah to supply coal under a \$5.16m USD sale contact between Apuah and a Korean company, Open Blue Co., Ltd ("Open Blue"). Atech has been named on this contract as a facilitator to the sale transaction, and it was intended that Atech provide a performance bond to Open Blue to support Open Blue issuing a letter of credit to Atech (as beneficiary nominated by Apuah) for the sale value. The sale was originally planned to be finalised by November 2011 and has now been deferred until April 2012. The advance of these funds was made to facilitate the Acquisition Proposal. The intention of the company is to recover these funds through either the completion of the Acquisition Proposal, in which case it will from part of the acquisition price, or through cash repayment. As there is no security over this amount advanced however, the amount has been fully impaired.

6. Events occurring after balance sheet date

There have been no material items, transactions or events identified subsequent to balance date that requires further adjustment or reporting.

The financial report was authorised for issue on 26 March 2012 by the Board of Directors.

DIRECTORS' DECLARATION

The directors of the company declare that:

• The financial statements and notes set out on pages 4 to 9 are in accordance with the $(a)$ Corporations Act 2001, and:
• comply with Accounting Standard AASB 134 Interim Financial Reporting, the $i)$ Corporations Regulations 2001; and
• give a true and fair view of the consolidated entity's financial position as at 31 $ii)$ December 2011 and of its performance for the half-year ended on that date.
• In the directors' opinion there are reasonable grounds to believe that Atech Holdings Limited $(b)$ 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 and is signed for and behalf of the directors by

George Karafotias

Director

Melbourne

Dated this 26^th day of March 2012

Tel: +61 3 8320 2222 Fax: +61 3 8320 2200 www.bdo.com.au

The Rialto, 525 Collins St Melbourne VIC 3000 GPO Box 4736 Melbourne VIC 3001 Australia

INDEPENDENT AUDITOR'S REVIEW REPORT

To the members of Atech Holdings Limited

We have reviewed the accompanying half-year financial report of Atech Holdings Limited, which comprises the statement of financial position as at 31 December 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the halfyear ended on that date, a statement of accounting policies and other selected explanatory notes and the directors' declaration of the consolidated entity comprising the disclosing entity and the entities it controlled at the half-year end or from time to time during the half-year.

Directors' Responsibility for the Half-Year Financial Report

The directors of the disclosing entity are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the disclosing entity's financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Atech Holdings Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

BDO is the brand name for the BDO International network and for each of the BDO Member Firms.

BDO in Australia is a national association of separate entities (each of which has appointed BDO (Australia) Limited ACN 050 110 275 to represent it in BDO International). Liability of each Australian entity is limited by a scheme approved under Professional Standards Legislation other than for the acts or omissions of financial services licensees.

Independence

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

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Atech Holdings Limited is not in accordance with the Corporations Act 2001 including:

• giving a true and fair view of the consolidated entity's financial position as at 31 December $(a)$ 2011 and of its performance for the half-year ended on that date; and
• complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations $(b)$ Regulations 2001.

BDO Audit (NSW-VIC) Pty Ltd

Adrian Nathanielsz Director

Melbourne, 26 March 2012