FIRST AU LIMITED — Annual Report 2014

Feb 22, 2015

Public Holdings (Australia) Limited A.B.N. 65 000 332 918 And Controlled Entities

Appendix 4E Preliminary Final Report for the year ended 31 December 2014

Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Appendix 4E (rule 4.3A) For the Year Ended 31 December 2014

1.	Reporting period: twelve months ended 31 December 2014
	Previous corresponding period: twelve months ended 31 December 2013
2.	Results for announcement to the market:
			$'000
2.1	Revenue from ordinary activities up 41% to:		327
2.2	Profit (Loss) from ordinary activities after tax attributable to members up by 150% from a loss		23
	of $47,500 in 2013 to a profit of:
2.3	Net Profit (Net Loss) from ordinary activities after tax attributable to members up by 150%		23
	from a loss of $47,500 in 2013 to a profit of:
2.4	It is proposed not to pay dividends for the year ended 31 December 2014
2.5	Record date for entitlement to dividends. No dividends proposed therefore not applicable.
2.6	Explanation of the figures in 2.1 to 2.4 necessary to enable the figures to be understood. Further
	information is set out in this report and the attachments to enable these figures to be understood.
3.	Statement of Comprehensive Income together with notes. Refer attached .
4.	Statement of Financial Position together with notes. Refer attached.
5.	Statement of Cash Flows together with notes. Refer attached.
6.	Statement of Changes in Equity. Refer attached.
7 - 8.	Details of dividend payments and last date for receipt of election notice for participation in any dividend.
	No dividends were paid or are proposed in relation to the year ended 31 December 2014.
9.	Net tangible assets per security:	2014 Cents	2013 Cents
	Net tangible assets per share:	0.01	0.10
10.	Entities over which control has been gained or lost during the period. Refer to Note 11. Two of the non-
	operating subsidiaries of the Company were de-registered during the year.
11.	The Company does not have an interest in associates or joint ventures.
12.	Other significant information considered necessary for an investor to make an informed assessment of the
	entity's financial performance and financial position other than as provided in this	report.

With the approval of shareholders obtained at the Company’s General Meeting on 8 September 2014, the Company recently completed an equal capital return to its ordinary shareholders of $995,563. The capital return was conducted as a precursor to the sale of the shares held by the Company’s controlling shareholder and a change in the Company’s Board and management. The new Board intends to actively investigate new business opportunities for the Company and, with this in mind, the capital return enabled shareholders to receive a return on their investment before the Company pursued any such new business opportunity. At the same General Meeting the shareholders approved a placement of Atlas Securities Pty Ltd (Atlas) existing PHA shares to clients of Peregrine Corporate Limited and election of three new Directors, Mr Bryan Frost, Mr Perter Chapman and Mr Clayton Dodd who all participated in purchasing shares sold by the major shareholder, Atlas.

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

12. The Company has undertaken a non-renounceable pro-rata Rights Issue of 1 new share for every 1 share held at an issue price of 2 cents ($0.02) each. This Rights Issue has raised $299,580 before costs. The Prospectus for the Rights Issue lodged with ASX on 15 January 2015 sets out how the funds will be used. This includes capital to fund the anticipated costs associated with identifying and assessing new business opportunities and funding costs associated with the acquisition of a new business opportunity.

13. Public Holdings (Australia) Limited is not a foreign entity.

14.	Commentary on the results for the period.
14.1	The earnings per security and the nature of any dilution aspects.	2014 Cents	2013 Cents
	Basic earnings (loss) per share	0.16	(0.32)
	Diluted earnings (loss) per share	0.16	(0.32)
	Weghted average number of ordinary shares outstanding during the period	14,979,000	14,979,000
	used in the calculation of basic EPS

• 14.2 Returns to shareholders: At a General Meeting of shareholders held on 8 September 2014, a resolution was passed approving a return of capital to shareholders of an amount equal to 85% of the Company's net assets on a pro-rata basis based on each ordinary shareholders' shareholding. This resulted in a return of capital of $995,563.

• 14.3 Significant features of operating performance: Prior to the General Meeting held on 8 September 2014, the Company was under the management of the previous Directors. Expenses for 2014 are similar to the prior year except for professional fees which increased due to costs associated with the General Meeting.

The new Board took control of the Company on 8 September 2014. Directors fees and salaries are no longer paid and costs have been contained and reduced.

• 14.4 Results of segments: The Company operates in one business and geographical segment.

• 14.5 Trends in performance: Revenue of the Company has been dependent on dividends, interest and profit on the realisation of shares. All financial assets have been sold to fund the return of capital to shareholders and for working capital.

• 14.6 Any other factors which have affected the results in the period or which are likely to affect results in the future.

• Factors affecting the results for the period are disclosed in this report. Factors likely to to affect results in the future relate to the new Board investigating business opportunities for the Company.

15. This report is based on financial statements that are in the process of being audited.

16. & The financial statements attached to Appendix 4E have not yet been audited. The Directors are not aware

17. that the audit report will be subject to a modified opinion or emphasis of matter or other paragraph.

On behalf of the Board of Directors

==> picture [138 x 15] intentionally omitted <==

David W McBain – Company Secretary

Dated: 23 February 2015

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Consolidated Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2014

Note Revenue 3 Administration expenses Other expenses Profit (Loss) before income tax Income tax expense 4 Net Profit (Loss) for the year Items that have been reclassified subsequently to profit or loss Realisation of financial assets revaluation reserve Other comprehensive (loss) / income for the year Total comprehensive loss for the year attributable to owners of the company Net Gain (Net Loss) on revaluation of available-for-sale financial assets Other Comprehensive Income	31 Dec 2014 $ 327,400 (103,164) (200,774)	31 Dec 2013 $ 231,479 (96,385) (182,594)
	23,462 -	(47,500) -
	23,462	(47,500)
	(290,796) (17,113)	(180,330) 166,785
	(307,909)	(13,545)
	(284,447)	(61,045)

The accompanying notes form part of these financial statements.

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Consolidated Statement of Financial Position As at 31 December 2014

Note ASSETS CURRENT ASSETS Cash and cash equivalents 5 Trade and other receivables 6 TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial assets 7 Plant and equipment 8 TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables 9 TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 10 Reserves Accumulated losses TOTAL EQUITY	31 Dec 2014 $ 158,080 5,858	31 Dec 2013 $ 596,404 38,411
	163,938	634,815
	- -	835,445 100
	-	835,545
	163,938	1,470,360
	12,416	38,828
	12,416	38,828
	151,522	1,431,532
	876,812 - (725,290)	1,872,375 307,909 (748,752)
	151,522	1,431,532

The accompanying notes form part of these financial statements.

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Consolidated Statement of Changes in Equity For the Year Ended 31 December 2014

Balance at 1 January 2013 Balance at 31 December 2014 Return of share capital to shareholders - refer Note 10 Revaluation of available-for-sale financial assets Financial assets revaluation reserve realised Balance at 31 December 2013 Net profit attributable to the shareholders of the Company Revaluation of available-for-sale financial assets Financial assets revaluation reserve realised Net loss attributable to the members of the Company	Share Capital Financial Assets Revaluation Reserve Accumulated Losses $ $ $ 1,872,375 321,454 (701,252) - - (47,500) - (180,330) - 166,785 -	Total $ 1,492,577 (47,500) (180,330) 166,785
	1,872,375 307,909 (748,752) - - 23,462 - (290,796) (17,113) (995,563) - -	1,431,532 23,462 (290,796) (17,113) (995,563)
	876,812 - (725,290)	151,522

The accompanying notes form part of these financial statements.

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Consolidated Statement of Cash Flows For the Year Ended 31 December 2014

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Dividends received Interest received Net GST received Tax paid Net cash used in operating activities 13 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of financial instruments Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payments from related parties Return of capital to shareholders Net cash provided by/(used in) financing activities Net increase/(decrease) in cash held Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December 5 Effect of exchange rates on cash holdings in foreign currencies	31 Dec 2014 $ (355,573) 27,449 9,155 19,466 -	31 Dec 2013 $ (288,211) 44,284 13,866 17,737 (1,091)
	(299,503)	(213,415)
	818,331	349,932
	818,331	349,932
	38,411 (995,563)	2,317 -
	(957,152)	2,317
	(438,324) 596,404 -	138,834 455,843 1,727
	158,080	596,404

The accompanying notes form part of these financial statements.

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Public Holdings (Australia) Limited and Controlled Entities A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2014

1. Summary of Significant Accounting Policies

The preliminary financial report is a financial report that has been prepared in accordance with the recognition and measurement aspects of Australian Accounting Standards (AASs) adopted by the Australian Accounting Standards Board (AASB), the Corporations Act 2001 and Appendix 4E of the Australian Securities Exchange listing rules.

It is recommended that this financial report be read in conjunction with the 2013 annual report, the June 2014 half year report and any public announcements made by Public Holdings (Australia) Limited during the year in accordance with the continuous disclosure obligations arising under the Corporations Act 2001.

Except for cash flow information, the consolidated financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected noncurrent assets, financial assets and financial liabilities. The financial report is presented in Australian dollars.

a) Principles of Consolidation

The consolidated financial statements at 31 December 2013 incorporate the assets, liabilities and results of entities controlled by Public Holdings (Australia) Limited at the end of the reporting period. A controlled entity is any entity over which Public Holdings (Australia) Limited has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s activities.

b) Income Tax

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

Current income tax expense charged to profit or loss is the tax payable on taxable income calculated using applicable statutory tax rate. Current tax liabilities are measured at the amounts expected to be paid to the relevant taxation authority.

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

Current and deferred income tax expense is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss.

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

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

c) Trade and Other Receivables

Trade and other receivables include amounts due from customers for goods sold and services performed in the ordinary course of business. Receivables expected to be collected within 12 months of the end of the reporting period are classified as current assets. All other receivables are classified as non-current assets.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment.

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2014

1. Summary of Significant Accounting Policies (Continued)

d) Financial Instruments

Initial recognition and measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Consolidated Group commits itself to either the purchase or sale of the asset.

Financial instruments are initially measured at fair value plus transaction costs.

Classification and subsequent measurement

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial asset is derecognised.

Available-for-sale financial assets

Available-for-sale financial assets comprise investments in the equity of other entities. They are subsequently measured at fair value with any remeasurements other than impairment losses and foreign exchange gains and losses recognised in other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss pertaining to that asset previously recognised in other comprehensive income is reclassified into profit or loss.

Financial liabilities

Financial liabilities are subsequently measured at amortised cost. Gains or losses are recognised in profit or loss through the amortisation process and when the financial liability is derecognised.

e) Foreign Currency Transactions and Balances Transactions and balances

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

Exchange differences arising on the translation of monetary items are recognised in the consolidated statement of profit or loss and other comprehensive income.

f) Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable.

Interest revenue is recognised using the effective interest method. 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).

g) Goods and Services Tax (GST)

Revenues (with the exception of interest and dividends), expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO).

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in the consolidated statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2014

2 Parent Information (Extracts) Statement of Financial Position Assets Current assets Non current assets Total assets Liabilities Current liabilities Total liabilities Net Assets Equity Issued capital Financial assets revaluation reserve Accumulated losses Total Equity Statement of Profit and Other Comprehensive Income Profit for the year Other comprehensive income Total comprehensive income/(loss)	31 Dec 2014 $ 163,938	31 Dec 2013 $ 634,815 835,545
	163,938	1,470,360
	12,416	38,828
	12,416	38,828
	151,522	1,431,532
	876,812 - (725,290)	1,872,375 307,909 (748,752)
	151,522	1,431,532
	23,462 (307,909)	1,826,835 (13,545)
	(284,447)	1,813,290

Guarantees

Public Holdings (Australia) Limited has not entered into any guarantees in the current or previous financial year.

Contingent liabilities

At 31 December 2014, Public Holdings (Australia) Limited has no contingent liabilities (2013: Nil).

Contractual commitments

At 31 December 2014, Public Holdings (Australia) Limited has not entered into any contractual commitments for the acquisition of property, plant and equipment (2013: Nil).

Revenue and Expenses Revenue Employee benefits expenses The following revenue and expense items are relevant in explaining the financial performance: Interest received - other persons and corporations Dividends received - other corporations Net foreign currency exchange gain Total Revenue Net profit on disposal of financial instruments Amounts received or due and receivable by the auditors: Auditing the financial statements	31 Dec 31 Dec 2014 2013 $ $ 290,796 171,602 9,155 13,866 27,449 44,284 - 1,727 327,400 231,479 (15,166) (20,183) 13,550 20,000 Consolidated Group	31 Dec 31 Dec 2014 2013 $ $ 290,796 171,602 9,155 13,866 27,449 44,284 - 1,727 327,400 231,479 (15,166) (20,183) 13,550 20,000 Consolidated Group
	327,400	231,479
	(15,166) 13,550	(20,183) 20,000

3 Revenue and Expenses

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2014

4 Income Tax Expense Prima facie income tax on profit (loss) at 30%: Tax effect of: Non-taxable items Non-allowable items Rebateable fully franked dividends Recoupment of prior year tax losses not previously brought to account Tax loss not brought to account Income tax attributable to entity 5 Cash and Cash Equivalents Cash at bank 6 Trade and sundry debtors Amounts due from a related party 7 Financial Assets - Non-Current Available-for-sale financial assets Listed investments at fair value 8 Plant and Equipment Office equipment - at cost Accumulated depreciation Total Plant and Equipment Movements in Carrying Amounts: Balance at the beginning of the year Depreciation expense Carrying amount at the end of the year - the Consolidated Group continues to comply with the conditions for deductibility imposed by tax legislation; and - no changes in tax legislation adversely affect the company in realising the benefit from the deductions for the losses. Foreign currency exchange difference not subject to income tax The prima facie tax on profit (loss) is reconciled to the income tax as below: Available-for-sale financial assets comprise investments in the ordinary share capital of various entities. There are no fixed returns or fixed maturity date attached to these investments. Trade and Other Receivables - Current - the Consolidated Group derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised; A deferred tax asset has not been recognised in respect of the carry forward of unused tax losses. The benefit for tax losses will only be obtained if:	31 Dec 2014 $ 7,038 - 16,805 - (8,234) (15,609) -	31 Dec 2013 $ (14,250) (49,720) (585) 5,645 - 58,910
	-	-
	158,080	596,404
	5,858 -	- 38,411
	5,858	38,411
	-	835,445
	- -	15,464 (15,364)
	-	100
	100 (100)	141 (41)
	-	100

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2014

9 Trade and Other Payables - Current Unsecured liabilities Trade and other creditors and accruals 10 Issued Capital 14,979,000 (2013: 14,979,000) fully paid ordinary shares At beginning of reporting period Return of capital At end of reporting period 11 Controlled Entities Country of incorporation PHA Trading Pty Ltd Aust PHA Investments Pty Ltd Aust 12 Amounts due from Atlas Securities Pty Ltd 13 Cash Flow Information Net profit (loss) for the year Depreciation & amortisation Effect of exchange differences Changes in assets and liabilities: Decrease (increase) in trade and other receivables Decrease in current tax liabilities Net cash used in operating activities At a General Meeting of the Company held on 8 September 2014, a resolution was passed approving a return of capital to shareholders of an amount equal to 85% of the Company's net assets on a pro-rata basis based on each ordinary shareholders' shareholding. Ordinary shares participate in dividends and the proceeds on winding up of the 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. The earnings per security and the nature of any dilution aspects. Basic earnings (loss) per share Diluted earnings (loss) per share Weghted average number of ordinary shares outstanding during the period used in the calculation of basic EPS Related Party Transactions The two non-operating entities were deregistered on 20th February 2014. Prior to the General Meeting held on 8 September 2014, the ultimate parent entity of Public Holdings (Australia) Limited was First Shanghai Investments Limited, a company incorporated in Hong Kong. At this General Meeting, Atlas Securities Pty Ltd sold its shares to clients of Peregrine Corporate.Limited. Management fees paid to First Shanghai Investments Limited’s subsidiary, First Shanghai Management Services Limited, amounted to $25,000 in 2014 (2013: $50,000). There are no amounts owing to First Shanghai Management Services Limited at year end (2013:Nil). Non-cash flows in loss from ordinary activities: Net profit on disposal of financial instruments Increase/(decrease) in trade and other payables Reconciliation of cash flows from operations with net profit (loss) for the year	31 Dec 2014 $ 12,416	31 Dec 2013 $ 38,828
	876,812	1,872,375
	1,872,375 (995,563)	1,872,375 -
	876,812	1,872,375
	2014 Cents 0.16 0.16 14,979,000 31 Dec 2014 Percentage	2013 Cents (0.32) (0.32) 14,979,000 31 Dec 2013 Owned (%)
	- - -	100 100 38,411
	31 Dec 2014 $ 23,462 100 (290,795) - (5,858) (26,412) -	31 Dec 2013 $ (47,500) 41 (171,602) (1,727) 117 8,347 (1,091)
	(299,503)	(213,415)

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Public Holdings (Australia) Limited and Controlled Entities

A.B.N 65 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2014

14 Contingent Liabilities

The Company has no material contingent liabilities.

15 Events after balance sheet date

There have been no material matters arising since year end which have not been adequately disclosed in the financial report, except that the Company has undertaken a non-renounceable pro-rata Rights Issue of 1 new share for every 1 share held at an issue price of 2 cents ($0.02) each. This Rights Issue has raised $299,580 before costs. The Prospectus for the Rights Issue lodged with ASX on 15 January 2015 sets out how the funds will be used. This includes capital to fund the anticipated costs associated with identifying and assessing new business opportunities and funding costs associated with the acquisition of a new business opportunity.

16 Company Details

The registered office of the Company is at: Level 1 123 Whitehorse Road Balwyn, Victoria, 3103

The principal place of business of the Company is at: Level 1 123 Whitehorse Road Balwyn, Victoria, 3103

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