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FIRST AU LIMITED Annual Report 2015

Feb 21, 2016

64900_rns_2016-02-21_c3529979-26e8-4699-96f5-aa61c93007b2.pdf

Annual Report

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Public Holdings (Australia) Limited ACN: 65 000 332 918

Appendix 4E Preliminary Final Report for the year ended 31 December 2015

Public Holdings (Australia) Limited

ACN: 000 332 918

Appendix 4E

Preliminary Final Report For the Year Ended 31 December 2015

1. Reporting period:
twelve months ended 31 December 2015
Reporting period:
twelve months ended 31 December 2015
Previous corresponding period:
twelve months ended 31 December 2014
2. Results for announcement to the market: 2015 2014
$'000 $'000
2.1 Revenue from ordinary activities down $321,118 (98%): 6 327
2.2 Profit (Loss) from ordinary activities after tax attributable to members down (156) 23
$179,423 (765%):
2.3 Net Profit (Loss) attributable to members down $179,423 (765%): (156) 23
2.4 It is not proposed to pay dividends for the year ended 31 December 2015
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 Profit and Loss and Other 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 to be paid in relation to the year.

9. Net tangible assets per security: 2015 Cents 2014 Cents Net tangible assets per share: 0.009 0.01

10. There were no entities over which control has been gained or lost 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.

In order to raise working capital, the Company undertook 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 raised $299,580 before costs. The Prospectus for the Rights Issue lodged with ASX on 15 January 2015 set out how the funds were to be used. This included 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.

1

Public Holdings (Australia) Limited

ACN: 000 332 918

Appendix 4E Preliminary Final Report (Continued)

12. Other significant information (Continued)

  • The Company announced to the ASX on 29 July 2015 the proposed acquisition of Your Dash Pty Ltd as a new business opportunity. In accordance with a Terms Sheet signed between the parties, the Company advanced Your Dash Pty Ltd the sum of $100,000 to be applied towards the development of that business. On 10 September 2015, the Company announced to the ASX that it had elected to withdraw from the Terms Sheet with Your Dash Pty Ltd. As a result of the Company's withdrawal from and termination of the Terms Sheet, the loan ($100,000) and interest at 7.5% per annum ($2,301 at 31/12/2015) is repayable to the Company on or before 10 March 2016 in accordance with conditions set out in the Terms Sheet.

The Board is continuing to actively investigate new business opportunities for the Company.

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. 2015 Cents 2014 Cents
Basic earnings (loss) per share (0.60) 0.16
Diluted earnings (loss) per share (0.60) 0.16
Weghted average number of ordinary shares outstanding during the period 26,205,150 14,979,000
used in the calculation of basic EPS
  • 14.2 There were no returns to shareholders including distributions and buy backs during the year.

  • 14.3 Significant features of operating performance: Costs have been contained and reduced in comparison with prior years. It is unlikely that operating performance will materially change until a new business opportunity is located.

  • 14.4 Results of segments: The Company operates in one segment which is the investment of funds.

  • 14.5 Trends in performance: Revenue of the Company has been derived from bank interest. Costs will continue to be contained and the Company will continue to hold cash reserves until the Board locates a suitable business opportunity.

  • 14.6 Any other factors which have affected the results in the year or which are likely to affect results in the Factors affecting the results for the year are disclosed in this report. Factors likely to to affect results in the future relate to the 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.

On behalf of the Board of Directors

==> picture [63 x 106] intentionally omitted <==

Bryan Frost

Chairman and Managing Director Dated: 22 February 2016

2

Public Holdings (Australia) Limited

ACN: 000 332 918

Statement of Profit or Loss and Other Comprehensive Income For the Year Ended 31 December 2015

Note
2
3
Net Profit (Loss) attributable to members of the Company
7
Earnings per ordinary share and nature of any dilution aspects.
Basic earnings (loss) per share
Diluted earnings (loss) per share
These basis and diluted earnings per share represent the earnings per
share
from
continuting operations. There
were no discontinued
operations during the year.
Total comprehensive loss for the year attributable to members of
the company
Other Comprehensive Income
Item that have been reclassified subsequently to profit or loss
Realisation of financial assets revaluation reserve
Net Gain (Net Loss) on revaluation of available-for-sale financial
assets
Other comprehensive loss for the year
Net Profit (Loss) for the year
Revenue
Administration expenses
Other Expenses
Profit (Loss) before income tax
Tax expense
31 Dec
2015
$
6,282
(39,128)
(123,115)
(155,961)
-
(155,961)
-
-
-
(155,961)
(155,961)
2015 Cents
(0.60)
(0.60)
31 Dec
2014
$
327,400
(103,164)
(200,774)
23,462
-
23,462
(290,796)
(17,113)
(307,909)
23,462
(284,447)
2014 Cents
0.16
0.16

The accompanying notes form part of these financial statements.

3

Public Holdings (Australia) Limited ACN: 000 332 918

Statement of Financial Position As at 31 December 2015

Note
ASSETS
CURRENT ASSETS
Cash and cash equivalents
4
Trade and other receivables
5
TOTAL CURRENT ASSETS
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
6
TOTAL CURRENT LIABILITIES AND TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
7
Accumulated losses
TOTAL EQUITY
31 Dec
2015
$
176,997
103,637
280,634
-
280,634
10,499
10,499
270,135
1,151,386
(881,251)
270,135
31 Dec
2014
$
158,080
5,858
163,938
-
163,938
12,416
12,416
151,522
876,812
(725,290)
151,522

The accompanying notes form part of these financial statements.

4

Public Holdings (Australia) Limited ACN: 000 332 918

Statement of Changes in Equity For the Year Ended 31 December 2015

Total comprehensive loss for the year
Total comprehensive loss for the year
Capital raising expenses of non-renounceable rights
issue
Issue of shares as consideration for services rendered
Balance at 31 December 2015
Balance at 31 December 2014
Net loss attributable to the members of parent entity
Issue of shares on 17 February 2015 pursuant to non-
renounceable rights issue of 1 new share for every
share held
Net profit attributable to the members of parent entity
Financial assets revaluation reserve realised
Revaluation of available-for-sale financial assets
Return of share capital to shareholders
Balance at 1 January 2014
Share Capital
Financial
Assets
Revaluation
Reserve
Accumulated
Losses
Total
$
$
$
$
1,872,375
307,909
(748,752)
1,431,532
-
-
23,462
23,462
-
(290,796)
-
(290,796)
-
(17,113)
-
(17,113)
(995,563)
-
-
(995,563)
-
(307,909)
23,462
(284,447)
876,812
-
(725,290)
151,522
-
-
(155,961)
(155,961)
299,580
-
-
299,580
(35,006)
-
-
(35,006)
10,000
-
-
10,000
-
-
(155,961)
(155,961)
1,151,386
-
(881,251)
270,135

The accompanying notes form part of these financial statements.

5

Public Holdings (Australia) Limited

ACN: 000 332 918

Statement of Cash Flows For the Year Ended 31 December 2015

Note
9
2
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
Net cash provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents held
CASH FLOWS FROM FINANCING ACTIVITIES
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
Capital raising expenses of non-renounceable rights issue
Loan to Your Dash Pty Ltd
Advance/payments made from related parties
Return of capital to shareholders
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of financial instruments
Net cash provided by investing activities
Interest received
GST received from ATO
Net cash used in operating activities
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Dividends received
31 Dec
2015
$
(172,494)
-
3,981
22,856
(145,657)
-
-
299,580
(35,006)
(100,000)
-
-
164,574
18,917
158,080
176,997
31 Dec
2014
$
(355,573)
27,449
9,155
19,466
(299,503)
818,331
818,331
-
-
-
38,411
(995,563)
(957,152)
(438,324)
596,404
158,080

The accompanying notes form part of these financial statements.

6

Public Holdings (Australia) Limited

ACN: 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

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 2014 annual report, the June 2015 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 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) 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.

b) 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.

c) 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 Company commits itself to either the purchase or sale of the asset.

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

7

Public Holdings (Australia) Limited

ACN: 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

1. Summary of Significant Accounting Policies (Continued)

c) Financial Instruments 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.

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.

d) 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).

e) 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 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.

8

Public Holdings (Australia) Limited

ACN: 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

2.Revenue and Expenses
Net profit on disposal of financial instruments
Interest received - other persons and corporations
Dividends received - other corporations
Interest owing Your Dash Pty Ltd
Total Revenue
Employee benefits expenses
Amounts received or due and receivable by the auditors:
Auditing the financial statements
Employee benefits expense:
Defined contribution superannuation expense
3.Income Tax Expense
Tax effect of:
Non-allowable items
Rebateable dividends
Tax losses not brought to account
Income tax attributable to entity
The following revenue and expense items are relevant in explaining
the financial performance for the year:
Director's fees: 250,000 shares with an aggregate value of $5,000
were issued to a Director during the year in lieu of a cash payment.
The prima facie tax on net profit (loss) for year is reconciled to income tax as follows:
Prima facie income tax on loss at 30%:
Recoupment of prior year losses not previously brought to account
31 Dec
2015
$
-
3,981
-
2,301
31 Dec
2014
$
290,796
9,155
27,449
-
6,282 327,400
-
(9,050)
-
(5,000)
(46,789)
-
-
-
46,789
(15,166)
(13,550)
(27,545)
-
7,038
16,805
(8,234)
(15,609)
-
- -

There is no tax effect relating to each component of other comprehensive income.

A deferred tax asset has not been recognised in respect of the carry forward of unused tax losses as at this stage it is not probable that future taxable profits will be made.

The benefit for tax losses will only be obtained if:

  • the Company 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,

  • the Company 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 tax losses.

4.Cash and Cash Equivalents
Cash at bank
5.
Trade and sundry debtors
Loan due from Your Dash Pty Ltd
Trade and Other Receivables - Current
176,997 158,080
1,336
102,301
5,858
-
103,637 5,858

9

Public Holdings (Australia) Limited

ACN: 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

31 Dec
2015
5.
$
Credit risk
6.Trade and Other Payables - Current
Trade and other creditors and accruals
10,499
Unsecured liabilities
7.Issued Capital
30,458,000 (2014: 14,979,000)
fully paid ordinary shares
1,151,386
At beginning of reporting period
876,812
Return of capital to shareholders
299,580
(35,006)
10,000
At end of reporting period
1,151,386
Number
Number of shares at beginning of year
14,979,000
Shares issued during the year:
- 17 February 2015: non-renounceable rights issue
14,979,000
- Shares issued as consideration for services rendered
500,000
Number of shares at end of year
30,458,000
2015 Cents
(0.60)
(0.60)
No of shares
26,205,150
30,458,000
(155,961)
(155,961)
Issue of shares on 17 February 2015 pursuant to non-renounceable
rights issue of 1 new share for every share held
Capital raising expenses of non-renounceable rights issue
Issue of shares as consideration for services rendered
The Company announced to the ASX on 29 July 2015 the proposed acquisition of Your
Dash Pty Ltd as a new business opportunity. In accordance with a Terms Sheet signed
between the parties, the Company advanced Your Dash Pty Ltd the sum of $100,000 to be
applied towards the development of that business. On 10 September 2015, the Company
announced to the ASX that it had elected to withdraw from the Terms Sheet with Your Dash
Pty Ltd. As a result of the Company's withdrawal from and termination of the Terms Sheet,
the loan ($100,000) and interest at 7.5% per annum ($2,301 at 31/12/2015) is repayable to
the Company on or before 10 March 2016 in accordance with conditions set out in the
Terms Sheet. The loan is not secured.
The Company has no significant concentration of credit risk with respect to any single
counterparty or group of counterparties except for the unsecured loan with Your Dash Pty
Ltd. The class of assets described as 'trade and other receivables' is considered to be the
main source of credit risk related to the Company. All the trade and other receivables are
within initial trade terms.
Trade and Other Receivables - Current (Continued)
The earnings per ordinary share and the nature of any dilution aspects.
Net profit (loss) for the year used in the calculation of diluted earnings per share
Basic earnings (loss) per share
Diluted earnings (loss) per share
These basis and diluted earnings per share represent the earnings per share from
continuting operations. There were no discontinued operations during the year.
Weghted average number of ordinary shares outstanding during the period used in the
calculation of basic EPS and diluted EPS
Total number of issued shares at end of financial year
Net profit (loss) for the year used in the calculation of basic earnings per share
31 Dec
2015
5.
$
Credit risk
6.Trade and Other Payables - Current
Trade and other creditors and accruals
10,499
Unsecured liabilities
7.Issued Capital
30,458,000 (2014: 14,979,000)
fully paid ordinary shares
1,151,386
At beginning of reporting period
876,812
Return of capital to shareholders
299,580
(35,006)
10,000
At end of reporting period
1,151,386
Number
Number of shares at beginning of year
14,979,000
Shares issued during the year:
- 17 February 2015: non-renounceable rights issue
14,979,000
- Shares issued as consideration for services rendered
500,000
Number of shares at end of year
30,458,000
2015 Cents
(0.60)
(0.60)
No of shares
26,205,150
30,458,000
(155,961)
(155,961)
Issue of shares on 17 February 2015 pursuant to non-renounceable
rights issue of 1 new share for every share held
Capital raising expenses of non-renounceable rights issue
Issue of shares as consideration for services rendered
The Company announced to the ASX on 29 July 2015 the proposed acquisition of Your
Dash Pty Ltd as a new business opportunity. In accordance with a Terms Sheet signed
between the parties, the Company advanced Your Dash Pty Ltd the sum of $100,000 to be
applied towards the development of that business. On 10 September 2015, the Company
announced to the ASX that it had elected to withdraw from the Terms Sheet with Your Dash
Pty Ltd. As a result of the Company's withdrawal from and termination of the Terms Sheet,
the loan ($100,000) and interest at 7.5% per annum ($2,301 at 31/12/2015) is repayable to
the Company on or before 10 March 2016 in accordance with conditions set out in the
Terms Sheet. The loan is not secured.
The Company has no significant concentration of credit risk with respect to any single
counterparty or group of counterparties except for the unsecured loan with Your Dash Pty
Ltd. The class of assets described as 'trade and other receivables' is considered to be the
main source of credit risk related to the Company. All the trade and other receivables are
within initial trade terms.
Trade and Other Receivables - Current (Continued)
The earnings per ordinary share and the nature of any dilution aspects.
Net profit (loss) for the year used in the calculation of diluted earnings per share
Basic earnings (loss) per share
Diluted earnings (loss) per share
These basis and diluted earnings per share represent the earnings per share from
continuting operations. There were no discontinued operations during the year.
Weghted average number of ordinary shares outstanding during the period used in the
calculation of basic EPS and diluted EPS
Total number of issued shares at end of financial year
Net profit (loss) for the year used in the calculation of basic earnings per share
31 Dec
2014
$
12,416
1,151,386 876,812
876,812
299,580
(35,006)
10,000
1,872,375
(995,563)
-
-
1,151,386 876,812
Number
14,979,000
14,979,000
500,000
Number
14,979,000
-
-
30,458,000 14,979,000
2014 Cents
0.16
0.16
No of shares
14,979,000
14,979,000
23,462
23,462

10

Public Holdings (Australia) Limited

ACN: 000 332 918

Notes to the Financial Statements For the Year Ended 31 December 2015

8.
Beginning of the year
Loan repayment by Atlas Securities Pty Ltd
End of the year
9.
Shares issued in lieu of services rendered
Unrealised interest from loan
Cash Flow Information
Reconciliation of cash flows from operations with net profit (loss) for the year
Net profit (loss) for the year
Related Party Transactions
Atlas Securities Pty Ltd was the previous parent entity of the Company. This inter company
loan was repaid prior to Atlas Securities Pty Ltd disposing of all shares held in the Company
in accordance with a resolution passed at a General Meeting held on 8 September 2014.
Non-cash flows from ordinary activities:
Depreciation & amortisation
Net profit on disposal of financial instruments
Changes in assets and liabilities:
Decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Net cash used in operating activities
31 Dec
2015
$
-
-
31 Dec
2014
$
38,411
(38,411)
- -
(155,961)
-
-
10,000
(2,301)
4,522
(1,917)
23,462
100
(290,795)
-
-
(5,858)
(26,412)
(145,657) (299,503)

10. Contingent Liabilities

The Company has no material contingent liabilities.

11. Events after the reporting date

There have been no material matters arising since year end which have not been adequately disclosed in the financial report.

12. Company Details

Registered Office and Principal Place of Business of the Company: at the offices of McBain McCartin & Co Business Services Pty Ltd Level 1, 123 Whitehorse Road Balwyn, Victoria, 3103

11