HARRIS TECHNOLOGY GROUP LIMITED — Annual Report 2003

Apr 13, 2003

The Swish Group Limited

And Controlled Entities

ABN 93 085 545 973

(Subject to a Deed of Company Arrangement)

FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

THE SWISH GROUP LIMITED
SUBJECT TO A DEED OF COMPANY ARRANGEMENT:
FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

Page No.

Corporate Directory	ĺ
Managing Director's Letter	2
Corporate Governance Statement	3
Directors' Report	5.
Consolidated Statement of Financial Performance	10
Consolidated Statement of Financial Position	$\mathbf{1}$
Consolidated Statement of Cash Flows	12 2
Notes To and Forming Part of the Financial Statements	13
Directors' Declaration	34
Auditor's Report	35
Additional Stock Exchange Information	37

THE SWISH GROUP LIMITED (SUBJECT TO A DEED OF COMPANY ARRANGEMENT)
CORPORATE DIRECTORY

JOINT AND SEVERAL DEED ADMINISTRATORS

David Neil Lockwood Laurence Fitzgerald

DIRECTORS

Cary Peter Stynes Martin Thomas Gardiner Peter Kenneth Crafter

COMPANY SECRETARY

Peter Kenneth Crafter

REGISTERED OFFICE

Level 6, 257 Collins Street MELBOURNE VIC 3000

LAWYERS

Mallesons Level 28 Rialto, 525 Collins Street MELBOURNE VIC 3000

AUDITORS

Pitcher Partners Level 6, 161 Collins Street MELBOURNE VIC 3000

SHARE REGISTRY

Computershare Registry Services GPO Box 1903 Adelaide SA 5001

Tel: (08) 8236 2300

STOCK EXCHANGE LISTING

The Swish Group Limited's ordinary shares are quoted on the Australian Stock Exchange Limited. (Stock Code: SWG) (Currently suspended).

STATE OF INCORPORATION

Victoria

THE SWISH GROUP LIMITED (SUBJECT TO A DEED OF COMPANY ARRANGEMENT) MANAGING DIRECTOR'S LETTER

Dear Shareholder,

I have pleasure in enclosing the somewhat delayed Annual Report for the financial year ended 30 June 2002.

The past few months have been particularly difficult for the Company. While revenues increased to \$5.7 million for the financial year ended 30 June 2002, the Company incurred a loss of \$4.2 million, taking accumulated losses to \$10.2 million as at 30 June 2002. The loss included writedowns of \$3.5 million. The Company's development has for some time been hampered by under-capitalisation and over-reliance on ad hoc capital raisings and short-term and expensive financing.

During the financial year ended 30 June 2002 the Company acquired Planet X Group Pty Ltd, a company involved in sophisticated high-end digital production, post-production, animation, the creation of visual effects and television and cinema advertising production.

Subsequent to the end of the financial year ended 30 June 2002, the Company was placed into administration on 31 October 2002, having previously been suspended by the Australian Stock Exchange Limited ("ASX") for failing to lodge its Annual Report for the year ended 30 June 2002 by the due date.

On 23 December 2002 the Administrator entered into a contract of sale for certain of the business and assets of the Company with Murphy Family Nominees Pty Ltd. That sale was completed on 10 January 2003.

On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with myself and Executive Director Mr. Peter Crafter). The agreement with Media Entertainment Pty Ltd provides for a payment to employees and creditors in both cash and shares in the Company. The agreement also provides for Media Entertainment Pty Ltd to provide further funding to the Company to facilitate the reinstatement of the quotation of the Company's securities on the ASX and to fund its ongoing operations. A new Board was appointed on 14 January 2003 comprising myself, Mr. Martin Gardiner (the founder of Planet X Group Pty Ltd) and Mr. Peter Crafter who has been appointed Finance Director.

The Company plans to hold an Extraordinary General Meeting of shareholders to obtain approval for the terms of the refinancing of the Company. The agreement, pursuant to which Media Entertainment Pty Ltd will provide funds and will issue shares to creditors and employees of the Company is conditional upon the passing of the resolutions to be put to shareholders at the Extraordinary General Meeting and the successful reinstatement of quotation of the Company's securities on the ASX. If those resolutions are approved by shareholders the Directors will immediately seek ASX approval for the reinstatement of quotation of the Company's securities.

The Directors believe that the Company has an extremely exciting future and that the Company's acknowledged expertise and experience in the media, production and related technology fields will enable it to develop both organically and through acquisition.

The recent reorganisation and recapitalisation of the Company will provide it with the sound foundation it requires. This will enable the Company to develop over the next 12 months and restore shareholder value.

I, along with my fellow Directors, look forward to your continued support of the Company while we undertake this task.

Yours faithfully,

Cary P. Stynes Managing Director

THE SWISH GROUP LIMITED (SUBJECT TO A DEED OF COMPANY ARRANGEMENT) CORPORATE GOVERNANCE STATEMENT

The Board's Primary Responsibility

The Swish Group Limited Board of Directors is accountable to shareholders and fulfils its responsibility to protect shareholder interests and enhance shareholder value by:

• setting the business and financial objectives of the economic entity; $\bullet$
• approving and periodically reviewing the strategies and plans prepared by management;
• identifying areas of significant business or financial risk to the Company and ensuring management takes appropriate action to manage those risks;
• ensuring skilled management and key technology staff are employed, trained and remunerated in a manner consistent with the nature of the industry in which the economic entity operates;
• monitoring the operations of the economic entity and the performance of management; and
• reporting to the shareholders, the Australian Securities and Investments Commission and the Australian Stock Exchange as required.

The Board either undertakes these tasks itself or uses a committee chaired by a Director to prepare recommendations for the Board to consider.

Composition of the Board

It is the intention of the Company that the composition of the Board will where appropriate be determined having regard to the following concepts:

• That the Board will comprise a majority of Non-Executive Directors;
• That the Board will comprise a minimum of five Directors and the actual number may be higher where additional expertise is required in specific areas and an outstanding candidate is located;
• That the Chairman of the Board will be a Non-Executive Director; and
• That the Board members should represent a broad range of expertise and experience.

As at the date of this report, there are three Executive and no Non-Executive Directors. The Board understands there has been a departing from the above concepts, but expects to appoint Non-Executive Directors in due course.

Details about Directors in office during or since the financial year ended 30 June 2002 are set out in the Directors' Report.

While the Board expects to fulfil its responsibilities with 10 to 12 formal meetings each year, additional meetings will be held if required.

The Chairman of the Board is responsible for annually reviewing each year the Board's and each committee's performance.

Terms and Conditions for Appointment as a Director

The constitution of The Swish Group Limited provides that a Director other than the Managing Director may not retain office for more than three calendar years or beyond the third annual general meeting following his or her election, whichever is longer, without submitting for re-election. One third of the Directors retire each vear and are eligible for re-election. The Directors who retire by rotation at each annual general meeting are those with the longest length of time in office since their appointment or last election. All Directors must be elected by the members.

It is not a requirement for a person who is a Director to own shares in the economic entity.

The economic entity executes a deed with each Director to provide access to Board records and documents while they are a Director and for up to seven years after leaving office as a Director provided that access is for an approved purpose. After leaving office, an approved purpose is to assist the former Director in the preparation for any legal proceedings against the economic entity or that person while a Director of the economic entity.

THE SWISH GROUP LIMITED (SUBJECT TO A DEED OF COMPANY ARRANGEMENT) CORPORATE GOVERNANCE STATEMENT (Continued)

Committees

The Board believes that, given the current size and nature of the economic entity's rapidly growing business, all Directors should be involved in discussions about corporate governance, remuneration and succession planning for key executives, except where there may be a conflict of interest. Consequently, when the Non-Executive Directors are appointed, they will review the remuneration arrangements for senior management, while the Chairman assesses the fees payable to Executive Directors.

The audit committee is the only formal committee established by the Board at the time of this report.

Audit Committee

The audit committee is comprised of all Board members at the date of this report.

The functions of the audit committee are:

• to recommend and supervise the engagement of the external auditors and to monitor the audit performance;
• to review the annual and half vearly financial reports, including accounting policies, prior to their approval by the Board:
• to review the effectiveness of management information systems including risk management systems and systems of internal control;
• to review the efficiency and effectiveness of the internal and external audit functions, including reviewing the respective audit plans: and
• to monitor the internal controls and accounting compliance with the Corporations Act and ASX listing rules, review external audit reports and ensure prompt remedial action where required.

The partner and staff of the external auditor attend the meetings by invitation of the committee. The committee provides the opportunity for the external auditor to meet separately with the committee to discuss confidential matters arising from or in the course their audit program. Members of the audit committee have unfettered access to the auditors and to management while engaged on the committee's work program.

Risk management reviews by the audit committee deal with business or financial risks.

While the audit committee expects to fulfil its responsibilities with two to four formal meetings each year, additional meetings will be held if required.

Access to External and Independent Advice

Swish provides the capacity for any Director to obtain separate professional advice on any matter being discussed by the Board or its committees and for the economic entity to pay the cost incurred. Before the engagement is made, the Director is required to obtain the Chairman of the Board's approval if it is a Board matter or the Chairman of the committee if it is a committee matter. Approval will not be unreasonably denied and the Director will be expected to provide the Board or the committee, as the case may be, with a copy of that advice.

Code of Conduct

The Board has adopted a policy about trading in the company's shares and the provision of information about the economic entity. This policy is applicable to the Directors and all staff. The purpose of the policy is to ensure awareness about the insider trading provisions of the Corporations Act and their implications.

THE SWISH GROUP LIMITED (SUBJECT TO A DEED OF COMPANY ARRANGEMENT)
DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

The Directors of The Swish Group Limited (subject to a Deed of Company Arrangement) ("the consolidated entity") submit herewith the annual financial report for the economic entity for the financial year ended 30 June 2002. In order to comply with the provisions of the Corporations Act, the Directors report as follows:

Directors

The names and particulars of the Directors of the consolidated entity during and since the end of the financial year are:

Name	Particulars
Mr. Cary Peter Stynes LL.B (Melb), MAICD	Managing Director Age: 38 Appointed 14 January 2003 Mr. Stynes has experience in senior finance and management roles for a number of international organisations. He spent five years as a commercial and litigation lawyer with law firm Minter Ellison. In 1993 he co-founded media company Point of Sale Media Pty Ltd, which was subsequently acquired in 1995 by ASX listed Media Entertainment Group Limited ("MEG"). He was appointed to the board of MEG in September 1995 and was appointed Managing Director in 1997, resigning from the Company in mid 1999. He was subsequently appointed Managing Director of Software Communication Group Limited in January 2000 to restructure that business, conduct a private capital raising and subsequent ASX listing of the Company. He was appointed Managing Director of CBD Online Limited, now CBD Energy Limited, in June 2002.
Mr. Martin Thomas Gardiner	Executive Director Age: 35 Appointed 14 January 2003 Mr. Gardiner founded Planet X in 1995. That company was acquired by Swish in June 2002 to enhance the Swish media business. He has a strong information technology background having designed and developed the player-activated terminals for the Victorian taberet. He also designed the club keno display systems for AWA. He has extensive experience in the film and television industries having produced television and cinema commercials for clients, including Commonwealth Bank, BMW, Channel 7 and Mars. He held a senior management role with Swish prior to the appointment of the Administrator and operated the Planet X business throughout the administration process.
Mr. Peter Kenneth Crafter LL.B, MBA, FCA, CA, MCT	Finance Director Age: 45 Appointed 14 January 2003 Mr. Crafter is a chartered accountant in both the UK and Australia and a qualified Corporate Treasurer. He holds LL.B and MBA degrees. Mr. Crafter held a number of senior financial positions in the UK before migrating to Australia in 1999 at which time he was appointed Chief Financial Officer and Company Secretary of Software Communication Group Limited. He assisted with the private capital raising and subsequent listing of that Company on the ASX. He was Acting Chief Executive Officer of that Company from July 2001 until June 2002. Mr. Crafter was appointed Chief Financial Officer and Company Secretary of CBD Energy in December 2002.

The following Directors held office during the financial year and have since resigned:

Mr W H John Barr AM	Former Non-Executive Chairman
	Age: 65
	Resigned 11 October 2002
	Mr. Barr is a member of the boards of Transurban City Link Ltd, Iluka
	Resources Ltd, Oxiana Resources NL, Chairman of Utilities of Australia Pty
	Ltd. Mr. Barr was appointed a Director of The Swish Group Limited in
	1999 and was Chairman of the Audit Committee.
Mr. Chris Stecki BA	Former Managing Director
	Age: $33$
	Resigned 14 January 2003
	Mr. Steeki is a member of the boards of Critical Mass Pty Ltd and Gress
	Global Pty Ltd. Mr. Steeki was appointed a Director of The Swish Group
	Limited in 2002.
Mr Wayne Rankin	Former Executive Director
	Age: 58
	Resigned 14 January 2003
	Mr. Rankin is a member of the RMIT University Multimedia Industry
	Council, the Founder of the Australian Graphic Design Association
	(AGDA) and is the Founder and Chairman of the AGDA Foundation. Mr.
	Rankin was appointed a Director of The Swish Group Limited in 1999.

Principal activities

The consolidated entity's principal activities in the course of the financial year were new media, graphic design, internet services, training services and network integration.

Review of operations

The consolidated entity continued its principal activities during the year. The consolidated entity acquired control of Planet X Group Pty Ltd in June 2002.

The Company was suspended from the Australian Stock Exchange and subsequently placed into administration on 31 October 2002 (refer to significant changes in the state of affairs below).

Consolidated operating result

The Company reported revenues of \$5.7 million for the financial year ended 30 June 2002, an increase of 24% over the previous year. Net loss after tax was \$4.2 million, compared to a net loss after tax in the previous year of \$4.9 million. The Company had a net asset deficiency of \$0.5 million at 30 June 2002.

Outlook for the next twelve months

The Company's main focus in the next 12 months is to develop the business of Planet X Group Pty Ltd, both through organic growth and by acquisition. Planet X Group Pty Ltd is involved in high-end digital production, editing, animation, visual effects, TV commercial distribution, video storage and cinema advertising production.

Significant changes in the state of affairs

The Company was suspended from the official list of ASX following failure to lodge its Annual Report for the year ended 30 June 2002. Subsequently, on 31 October 2002, pursuant to a resolution of the Board of Directors, David Neil Lockwood and Laurence Fitzgerald of Horwath, Chartered Accountants, were appointed as joint and several administrators of the Company.

Significant changes in the state of affairs (continued)

On 23 December 2002 the Administrator entered into a contract of sale for the business and assets of the Company, excluding the wholly owned subsidiary Planet X Group Pty Ltd, with Murphy Family Nominees Pty Ltd. Settlement of the sale occurred on 10 January 2003. The consideration received was \$316,000. On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The agreement with Media Entertainment Pty Ltd provides for a payout to employees and creditors in both cash and shares in the Company and for Media Entertainment to provide further funding to the Company to facilitate the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited and to fund its ongoing operations. These funds will be raised on the following terms:

• Through a placement of 70,000,000 shares to Media Entertainment Pty Ltd at \$0,003 (0.3 cents) per share. Of the funds to be received via this placement. \$170,000 is to be paid to the Administrator to settle claims of existing creditors and employees of the Company:
• Through the issue and allotment of up to 10,000,000 shares as part settlement of claims by existing creditors and employees of the Company; and
• Through the provision of an additional equity facility by Media Entertainment Pty Ltd of up to \$500,000 to be × drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into shares in the Conupany at $$0.003$ $(0.3 \text{ cents})$ per share for a period of 12 months.

The Agreement with Media Entertainment Pty Ltd is subject to shareholder approval to be sought at a general meeting of shareholders as well as all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited.

Subsequent events

Other than as stated above and detailed further in note 34 to the accounts, no matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations, results of those operations, or the state of affairs of the Company and the consolidated entity in subsequent financial years.

Dividends

The Directors do not recommend the payment of a dividend for the financial year ended 30 June 2002. No dividends have been paid for or declared since the start of the financial year.

Share Options

During and since the end of the financial year no share options have been granted to any Director or any of the five most highly remunerated officers of the consolidated entity except options to purchase 1,000,000 shares at an exercise price of 16.0 cents per share expiring on 29 November 2006 granted to Mr. Chris Stecki.

Executive and Employee Share Option Plan

Details of the executive and employee share option plan are disclosed in Note 32 to the financial statements.

Indemnification of officers and auditors

During the financial year, the economic entity paid a premium in respect of a contract insuring the Directors of the company, and all office bearers of the company against a liability incurred by a Director, secretary or executive officer to the extent permitted by the Corporations Act. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

The economic entity has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the economic entity against a liability incurred as such an officer or auditor.

Directors' meetings

The following table sets out the number of Directors' meetings held during the financial year and the number of meetings attended by each Director (while they were a Director). During the financial year, 11 Board meetings and no Audit Committee Meetings were held.

		Board of Directors	Audit Committee
Director	Held	Attended	Held	Attended
Mr. W H John Barr (resigned 11 October 2002)			$\overline{\phantom{a}}$
Mr. Chris Stecki (resigned 14 January 2003)			$\overline{\phantom{a}}$
Mr. Wayne Rankin (resigned 14 January 2003)		Ю	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$

Mr. Stynes, Mr. Gardiner and Mr. Crafter were appointed to the Board after the financial year.

Directors' interests

The relevant interest of Directors either directly or through entities controlled by the Directors in the share capital of the Company as at the date of this report is:

Director	Fully Paid Ordinary	Options
	Shares
Mr. Cary Peter Stynes
Mr Martin Gardiner	5,116,647
Escrow until $22/07/2003$	1.666,667
Mr. Peter Kenneth Crafter	$\overline{\phantom{a}}$

On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The agreement with Media Entertainment Pty Ltd provides inter alia for a placement of 70,000,000 shares to Media Entertainment Pty Ltd at \$0.003 (0.3 cents) per share and the provision of an additional equity facility by Media Entertainment Pty Ltd of up to \$500,000 to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into shares in the Company at \$0.003 (0.3 cents) per share for a period of 12 months. The Agreement with Media Entertainment Pty Ltd is subject to shareholder approval to be sought at an extraordinary general meeting of shareholders as well as all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited (refer to significant changes in the state of affairs above).

Directors' and executives' remuneration

The Non-Executive Directors normally review the renuneration packages of all executive Directors and other senior staff on an annual basis. Remuneration packages are reviewed with due regard to performance and other relevant factors.

Directors' and executives' remuneration (continued)

The following table discloses the remuneration for the year ended 30 June 2002 of the Directors of the economic entity.

	Superan-
Name	Office	Salary S	Directors' Fees S	uation Contributions S	Non cash Benefits \$	Incentive Schemes \$	Total S
Mr W H John Barr	Non-Executive Director, Chairman	$\blacksquare$	35.000	2.800	$\blacksquare$	$\blacksquare$	37.800
Mr Wayne Rankin	Executive Director	142.997	$\tilde{\phantom{a}}$	11.439	$\sim$	$\,$	154,436
Mr Chris Stecki	Executive Director	77.055	$\mathbf{u}$	6.164	$\blacksquare$	$\blacksquare$	83.219

Details on the number of options issued

The options issued to both Directors and employees are fully transferable and assignable. The exercise price of the options is \$0.16. The options are exercisable at any time within three years after they were issued, subject to the restrictions under the Plan. The Swish Group has not applied for official quotation of these options on the Australian Stock Exchange. The number of options on issue as at 30 June 2002 is 1,000,000, all issued during the year ended 30 June 2002 to Mr. Chris Stecki.

Environmental regulations

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

Likely developments

Refer to "Subsequent events" above.

Proceedings on behalf of Company

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

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

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

Cary P. Stynes Managing Director

14 April 2003 Melbourne

THE SWISH GROUP LIMITED
(SUBJECT TO A DEED OF COMPANY ARRANGEMENT)
CONSOLIDATED STATEMENTS OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2002

	Note	Consolidated 2002 \$	Consolidated 2001 S	Company 2002 \$	Company 2001 \$
Revenues from ordinary activities	2	5,671,189	4,569,605	4,160,129	3,860,159
Expenses from ordinary activities Changes in inventories and finished goods	3
and work in progress		(302, 638)	(7, 784)	(107, 123)	(7, 784)
Employees		3,023,783	3,447,570	2,443,513	2,991,736
Suppliers		2,342,345	2,964,387	1,921,423	2,743,963
Depreciation and amortisation		958,755	1,026,178	931,308	973,952
Write down of assets			450,319		450,319
Write down to recoverable amount		3,490,016	1,352,656	3,022,897	1,352,656
Other expenses from ordinary activities		167,204	40.564	232,666	39,724
Borrowing costs and expenses		204,498	205,799	204,236	205,085
from Operating (loss) ordinary		(4,212,774)	(4,910,084)	(4,488,791)	(4,889,492)
activities before income tax expenses Income tax expense relating to ordinary activities	5
Operating $(\text{loss})$ from ordinary activities after related income tax expense		(4,212,774)	(4,910,084)	(4,488,791)	(4,889,492)
Total changes in equity other than those resulting from transactions with owner as owners	25	(4,212,774)	(4,910,084)	(4,488,791)	(4,889,492)
Basic earnings per share (cents) Diluted earnings per share (cents)	8	(17.1) (16.5)	(32.0) (32.0)

The above Statements of Financial Performance are to be read in conjunction with the attached notes.

THE SWISH GROUP LIMITED
SUBJECT TO A DEED OF COMPANY ARRANGEMENT
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2002

	Note	Consolidated 2002 \$	Consolidated 2001 S	Company 2002 \$	Company 2001 \$
Current Assets
Cash assets	28(a)	696,003	287,749	626,411	265,355
Receivables	9	636,331	730,332	547,120	657,822
Inventories	10	68,950	56,314	30,935	56,314
Other current assets	Ħ	99,102	14.176	99,102	14,176
Total current assets Non-current assets		1,500,386	1,088,571	1,303,568	993,667
Receivables	12				685,642
Investments	13				66,531
Plant and equipment	14	1,283,358	2,563,617	1,236,081	2,495,349
Intangible assets	15		1,446,904		971,339
Total non-current assets		1.283,358	4,010,521	1,236,081	4,218,861
Total assets		2,783,744	5,099,092	2,539,649	5,212,528
Current liabilities
Accounts payable	16	1,961,256	1,010,850	1,871,723	931,765
Interest-bearing liabilities	17	646,434	1,004,958	646,434	1,003,446
Provisions	18	280,936	239,620	263,158	239,620
Current tax liability	19	54,800	$\overline{\phantom{000000000000000000000000000000000000$	$\sim$ 100 $\mu$ m $^{-1}$	Contract Advise
Total current liabilities		2,943,426	2,255,428	2,781,315	2,174,831
Non-current liabilities
Interest-bearing liabilities	20	273,646	893,859	273,646	893,859
Provisions	21	31,836	25,784	31,836	25,784
Total non-current liabilities		305,482	919,643	305,482	919,643
Total liabilities		3,248,908	3,175,071	3,086,797	3,094,474
Net assets/(liabilities)		(465, 164)	1,924,021	(547, 148)	2,118,054
Equity
Issued capital	23	9,756,012	7,932,423	9,756,012	7,932,423
Accumulated losses	25	(10, 221, 176)	(6,008,402)	(10,303,160)	(5,814,369)
Total equity		(465, 164)	1,924,021	(547, 148)	2,118,054

The above Statements of Financial Position are to be read in conjunction with the attached notes.

THE SWISH GROUP LIMITED
(SUBJECT TO A DEED OF COMPANY ARRANGEMENT)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

	Note	Consolidated 2002	Consolidated 2001	Company 2002	Company 2001
		Ŝ	S	\$	S
Cash flows from operating activities Receipts from customers Payments to suppliers and		5,798,177	5,225,031	4.293,083	4,454,079
employees		(5,122,702)	(6,956,852)	(4,021,036)	(6,295,189)
Interest received		8,887	6,364	8,550	6,364
Interest paid		(190, 498)	(205, 799)	(190, 236)	(205, 799)
Net cash provided by (used ${in}$ operating activities	28(b)	493,864	(1,931,256)	90,361	(2,040,545)
Cash flows from investing activities
Payment for plant and equipment Proceeds from sale of plant and equipment		(144, 692)	(393, 365) 305,001	(120, 641)	(381, 132) 305,001
Repayment of loans by related parties				330,742
Equity investments	28(c)	(35,770)	(16,514)	(35,770)	(16,514)
Net cash provided by (used in) investing activities		(180, 462)	(104, 878)	174,331	(92, 645)
Cash flows from financing activities Proceeds from issue of equity securities		863,589	1,165,475	863,589	1,165,475
Loan to subsidiary					(603, 512)
Repayment of loan by subsidiary					711,706
Lease finance repayments		(761,950)		(760, 438)
Proceeds from borrowings Repayment of borrowings		(6,787)	210,000 (457,308)	(6,787)	210,000 (449, 734)
Net cash provided by financing
activities		94.852	918,167	96,364	1,033,935
Net increase/ (decrease) in cash held
		408,254	(1,117,967)	361,056	(1,099,255)
Cash at the beginning of the financial year		287,749	1,405,716	265,355	1,364,610
Cash at the end of the financial year	28(a)	696,003	287,749	626,411	265,355

The above Statements of Cash Flows are to be read in conjunction with the Notes to the Statements of Cash Flows.

1. SUMMARY OF ACCOUNTING POLICIES

Financial Reporting Framework $(a)$

The financial report is a general purpose financial report, which has been prepared in accordance with Accounting Standards, Urgent Issue Group Consensus Views and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers the consolidated entity of The Swish Group Limited and controlled entity, and The Swish Group Limited as an individual parent entity. The Swish Group Limited is a listed Public company, incorporated and domiciled in Australia.

The financial report has been prepared on an accrual basis and is based on historical cost and, except where stated, does not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

$(b)$ Significant Accounting Policies

The following significant accounting policies have been adopted in the preparation and presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

(b) Going Concern Basis of Accounting

(i) Appointment of Administrators

The Company was suspended from the official list of ASX following failure to lodge its Annual Report for the year ended 30 June 2002. Subsequently, on 31 October 2002, pursuant to a resolution of the Board of Directors, David Neil Lockwood and Laurence Fitzgerald of Horwath. Chartered Accountants, were appointed as joint and several administrators of the Company.

On 23 December 2002 the Administrator entered into a contract of sale for the business and assets of the Company, excluding the wholly owned subsidiary Planet X Group Pty Ltd, with Murphy Family Nominees Pty Ltd. Settlement of the sale occurred on 10 January 2003. The consideration received was \$316,000.

On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The agreement with Media Entertainment Pty Ltd provides for a payout to employees and creditors in both cash and shares in the Company and for Media Entertainment to provide further funding to the Company to facilitate the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited and to fund its ongoing operations. These funds will be raised on the following terms:

• Through a placement of 70,000,000 shares to Media Entertainment Pty Ltd at \$0.003 (0.3 cents) per share. Of the funds to be received via this placement, \$170,000 is to be paid to the Administrator to settle claims of existing creditors and employees of the Company;
• Through the issue and allotment of up to 10,000,000 shares as part settlement of claims by existing creditors and $\blacksquare$ employees of the Company; and
• Through the provision of an additional equity facility by Media Entertainment Pty Ltd of up to \$500,000 to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into shares in the Conupany at $$0.003$ (0.3 cents) per share for a period of 12 months.

The Agreement with Media Entertainment Pty Ltd is subject to shareholder approval to be sought at a general meeting of shareholders as well as all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited.

$\mathbf{1}$ . SUMMARY OF ACCOUNTING POLICIES (Continued)

Going Concern Basis of Accounting (continued) $\left( c\right)$

$(ii)$ Going Concern

The principal terms of the Deed of Company Arrangement entered into on 14 January 2003 are set out above. The continuing viability of the Company and the consolidated entity and their ability to continue as a going concern and meet debts and commitments as they fall due are dependent upon the Company being successful in:

• Receiving the support of its shareholders in approving the recapitalisation proposal; i.
• Being released from its liabilities upon the Deed of Company Arrangement being effectuated; and ×
• Being successfully re-listed on the Australian Stock Exchange.

The assets of the Company have been written down and recorded at their recoverable value pursuant to the Deed of Company Arrangement. The liabilities of the Company are subject to the Deed of Company Arrangement and have not been restated as the Deed of Company Arrangement is subject to shareholder approval.

$(d)$ Principles of Consolidation

A controlled entity is any entity controlled by The Swish Group Limited (subject to Deed of Company Arrangement). Control exist where The Swish Group Limited has the capacity to dominate the decision-making in relation to the financial and operation policies of another entity so that the other entity operates with The Swish Group Limited to achieve the objectives of The Swish Group Limited. A list of controlled entities is contained in Note 33 to the financial statements.

The consolidated financial statements include the information and results of each controlled entity from the date on which the company obtains control and until such time as the company ceases to control such entity.

In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the economic entity are eliminated in full.

$(e)$ Income Tax

The economic entity adopts the liability method of tax-effect accounting whereby the income tax expense is calculated on pre-tax accounting profits after adjustment for permanent differences. The tax effect of timing differences, which occur when items are included or allowed for income tax purposes in a period different to that for accounting, is shown at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable, in provision for deferred income tax or future income tax benefit, as applicable.

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

$(f)$ Revenue Recognition

Sale of Goods and Disposal of Assets

Revenue from the sale of goods and disposal of other assets is recognised when the economic entity has passed control of the goods or other assets to the buyer.

Rendering of Services

Revenue from a contract to provide services is recognised by reference to the stage of completion of the contract.

$\mathbf{I}$ . SUMMARY OF ACCOUNTING POLICIES (Continued)

Goods and Services Tax $\left( g\right)$

All revenue and expenses are stated net of the amount of goods and services tax.

$(h)$ Receivables

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

Investments in Associates $(i)$

Shares in associates are recorded at market value at each balance date. The gains or losses, whether realised or unrealised, are included in profit from ordinary activities before income tax. Investments in associate companies are recognised in the financial statements by applying the equity method of accounting.

$\ddot{\textbf{u}}$ Plant and Equipment

Plant and equipment is measured at recoverable amounts.

$(k)$ Depreciation

Depreciation is provided on plant and equipment. Depreciation is calculated on a straight line or diminishing balance basis as appropriate so as to write off the net cost of each asset over its expected useful life. The following estimated useful lives are used in the calculation of depreciation:

$\bullet$	Plant and equipment	$4 - 10$ vears
$\ddot{\phantom{1}}$	Leasehold improvements	$4 - 10$ vears
$\bullet$	Plant and equipment under finance lease	$3 - 5$ years
	• Proprietary software	$2 - 3$ years

The depreciation rates used in for each class if depreciation assets are

$\bullet$	Plant and equipment	$10-25%$
$\bullet$	Leasehold improvements	$10 - 25 \%$
$\bullet$	Plant and equipment under finance lease	$20-33%$
٠	Proprietary software	33-50 %

Each class of plant and equipment is carried at cost or recoverable value less, where applicable, and accumulated depreciation.

$\mathbf{I}$ Leased Assets

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, are transferred to entities in the economic entity are classified as finance leases. Leased assets classified as finance leases are capitalised as fixed assets. The amount initially brought to account is the present value of minimum lease payments, including any guaranteed residual values.

Capitalised leased assets are amortised on a straight line basis over the estimated useful life of the asset.

Finance lease payments are allocated between interest expense and reduction of lease liability over the term of the lease. The interest expense is determined by applying the interest rate implicit in the lease to the outstanding lease liability at the beginning of each lease payment period.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

$\mathbf{I}$ . SUMMARY OF ACCOUNTING POLICIES (Continued)

Intangibles $(m)$

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Both purchased goodwill and goodwill on consolidation are amortised on a straight-line basis over 5-10 years. The balances are reviewed and any balance representing future benefits for which realisation is considered to be no longer probable are written off.

Trademarks

Trademarks are valued in the accounts at recoverable amount.

$(n)$ Recoverable amount of non-current assets

Non-current assets are written down to recoverable amount where the carrying value of any non-current asset exceeds recoverable amount. In determining the recoverable amount of non-current assets, the expected net cash flows have not been discounted to their present value.

$\omega$ Accounts payable

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.

Employee Entitlements $(p)$

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave and long service leave when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of wages and salaries, annual leave and long service leave expected to be settled within 12 months, are measured at their nominal values.

Provisions made in respect of long service leave which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the economic entity in respect of services provided by employees up to the reporting date.

Contributions are made by the economic entity to an employee superannuation fund and are charged as expenses when incurred.

$\left( q\right)$ Acquisition of assets

Assets acquired are recorded at the cost of acquisition, being the purchase consideration determined as at the date of acquisition plus costs incidental to the acquisition.

$(r)$ Inventories

Work performed but not billed on contracts is valued at the contract rate and recorded as work in progress at the net recoverable amount.

Comparative figures $(s)$

Where required by accounting standards comparative figures have been adjusted to confirm with changes in presentation for the current financial year.

SUMMARY OF ACCOUNTING POLICIES (Continued) $\mathbf{I}$ .

$(t)$ Financial instruments issued by the company

Debt and Equity Instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement.

Transaction costs in the issue of equity instruments

Transaction costs arising on the issue of equity instruments are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.

Interest and dividends

Interest and dividends are classified as expenses or as distributions of profit consistent with the balance sheet classification of the related debt or equity instruments.

	Consolidated 2002 \$	Consolidated 2001 Ś,	Company 2002 \$	Company 2001. Ŝ
OPERATING LOSS
The operating loss before income tax includes the following items of revenue and expense:
REVENUE 2.
Operating activities Sale of goods Rendering of services	249,492 5,412,810 5,662,302	547,521 4,015,720 4,563,241	251,348 3,900,231 4,151,579	547,521 3,306,274 3,853,795
Non-operating activities Interest revenue from: Financial institutions Total revenue	8,887 5,671,189	6,364 4,569,605	8,550 4,160,129	6,364 3,860,159
FROM ORDINARY PROFIT 3.
ACTIVITIES Profit from ordinary activities before income tax has been determined after: (a) Expenses
Depreciation of non-current assets: Plant and equipment	147,287	25,544	113,159	26,888
Leasehold improvements	42,486	40,147	48,789	37,072
Proprietary software	6,281	6,849	6,281	6,849
Leased assets	572,753	507,030	573,131	507,030
Total depreciation	768,807	579,570	741,360	577,839
Amortisation of non-current assets: Goodwill	189,948	446,608	189,948	396,113
Total depreciation and amortisation	958,755	1,026,178	931,308	973,952
Operating lease rentals	52,989	54,763	52,989	54,763
Net transfers to provisions
Provision for diminution of software Provision for diminution in value in		216,130		216,130
investments		234,189 450,319	"	234,189 450,319
Employee entitlements	47,368	128,365	29,590	128,365
Doubtful debts	20,232	12,541	20,232	12,541
Bad debts expense	166,970		166,970
Borrowing costs Interest:
Other entities	46,512	14,667	46,250	14,667
Finance lease charges	157,986 204,498	191,132 205,799	157,986 204,236	190,418 205,085
Loss on disposal of fixed assets	17,594	$\tilde{\phantom{a}}$	$\blacksquare$

	Consolidated 2002 S	Consolidated 2001 \$	Company 2002 5	Company 2001 \$
3. PROFIT FROM ORDINARY ACTIVITIES (Continued)
(b) Significant revenue and expense items: The following significant expense items are relevant in explaining the financial performance:
Writedown of assets to recoverable values	1,911,108		2,220,322
Goodwill written off as future benefits are no longer recoverable	1,578,908 3,490,016	1,352,656 1,352,656	802,575 3,022,897	1,352,656 1,352,656
4. REMUNERATION OF AUDITORS
Auditing the financial report Other services	42,000 52,314 94,314	37,000 5,873 42,873	42,000 52,314 94,314	37,000 5,873 42,873
5. INCOME TAX
(a) The prima facie income tax expense/(benefit) on the loss from ordinary activities is reconciled to the income tax expenses as follows:
(a) Prima facie tax payable on loss from ordinary activities before income tax at 30% $(2001 - 34\%)$	(1,263,832)	(1,669,429)	(1,346,637)	(1,662,427)
Add: Tax effect of Amortisation of goodwill	56,984	611,745	56,984	611,655
Non-allowable expenses	637	9,313	637	9,313
Investment write down		153,108		153,108
Non deductible goodwill writedown	240,773		240,773
Provision for non-recoverability Writedown of investments			106,470 255,690
Change in tax rate to 30%		40,724		40,724
Timing differences and tax losses not brought to account as future income tax benefits - Note 5 (b) Income tax expense/(benefit) attributable to	965,438	854,539	686,083	847,627
the operating loss
(b) Future income tax benefits not brought to account as assets:
Tax losses - revenue	1,164,345	1,008,714	1,380,285	1,001,713
Timing differences	896,318	9,398	394,022	9,398
	2.060.663	1018 112	1 774 307	1011111

The taxation benefits of tax losses and timing differences not brought to account will only be obtained if:

(a) assessable income is derived of a nature and of amount sufficient to enable the benefit from

the deductions to be realised;

conditions for deductibility imposed by the law are complied with; and $(b)$

$(c)$ no changes in tax legislation adversely affect the realisation of the benefit from the deductions.

	Consolidated 2002	Consolidated 2001	Company 2002	Company 2001
6. DIRECTORS' REMUNERATION	Ŝ	\$	5	\$
The Directors of The Swish Group Limited during the year were: Mr W H John Barr (resigned 11/10/02) Mr Chris Stecki (resigned 14/1/03) Mr Wayne Rankin (resigned 14/1/03) The aggregate of income paid or payable, or otherwise made available, in respect of the financial year, to all Directors of the company and economic entity or by any related party.	275,455	401,454	275,455	401,454
The number of Directors of the company whose total income falls within each successive \$10,000 band of income:
	No.	No.	No.	No.
\$ 0 \$9,999 $\tilde{\phantom{a}}$
\$10,000 \$19,999 $\omega$	ä,	2 L	w	$\boldsymbol{2}$ ĺ
\$20,000 - \$29,999 \$30,000 $-$ \$39,999	l	$\ddot{ }$	I
\$40,000 \$49,999 $\sim$	w	1		ĺ
\$89,999 \$80,000 $\sim$	ı	$\ddot{ }$	I	μ.
\$149,999 \$140,000 -	w	1	L,	ĺ
\$159,999 \$150,000 -	$\mathbf{I}$	1	$\mathbf{I}$	ĺ
	S	S	S	\$
7. EXECUTIVES' REMUNERATION Aggregate remuneration of executives officers of the company and economic entity working mainly in Australia and receiving \$100,000 or more from the company, economic entity or by any related party.
	154,436	154,436	154,436	154,436
8. EARNINGS PER SHARE
		Consolidated 2002		Consolidated 2001
		Cents per share		Cents per share
Basic earnings per share Diluted earnings per share		$(17.1)$ cents $(16.5)$ cents		$(32.0)$ cents $(32.0)$ cents

The number of shares on issue was consolidated during the year when every four shares were replaced by one share. Earnings per share for the previous period have been adjusted accordingly.

The weighted average number of ordinary shares on issue during the financial year used in the calculation of earnings per share:

Basic	24.666.947	15,301,792
Number of potential additional shares	64.841	$\overline{\phantom{a}}$
Diluted	24.731.788	15.301.792

			Consolidated 2002	Consolidated 2001	Company 2002	Company 2001
9. CURRENT RECEIVABLES			\$	S	S	\$
Trade receivables			1,014,472	751,087	785,261	678,577
Less: Provision for doubtful debts			(11,241)	(31, 473)	(11,241)	(31, 473)
Less: Writedown to recoverable value			(378,000)		(238,000)
Other receivables			625,231 11,100	719,614 10,718	536,020 11,100	647,104 10,718
			636,331	730,332	547,120	657,822
10. CURRENT INVENTORIES
Work in progress			358,952	56,314	163,437	56,314
Less: Writedown to recoverable value			(290,002) 68,950	56,314	(132, 502) 30,935	56,314
11. OTHER CURRENT ASSETS
Prepayments			99,102	14,176	99,102	14,176
12. NON CURRENT RECEIVABLES
Non trade receivables from:
Wholly owned controlled entity Less: Writedown to recoverable value					354,900 (354,900)	685,642
						685,642
13. NON CURRENT INVESTMENTS
(a) Shares in controlled entity $-$ at cost					852,301	66,531
Less: Writedown to recoverable value			$\blacksquare$	$\tilde{\phantom{a}}$	(852,301)	66,531
(b) Shares in entities not being a controlled entity or associate entity:
Name	Principal Activity	% of Interest
E Holdings Pty Ltd	e-commerce retailer	held 6.7%		181,000		181,000
Less: Diminution of investment				(181,000)		(181,000)
Shop News Pty Ltd Less:	e-commerce retailer	10.2%		53,189		53,189
Diminution of investment				(53,189)		(53,189)

	Consolidated 2002	Consolidated 2001	Company 2002	Company 2001
14. PLANT AND EQUIPMENT	S,	\$	Ŝ,	\$
(a) Plant $\&$ equipment under finance lease: At cost Accumulated amortisation Less: Writedown to recoverable value	2,522,562 (1.176,299) (426, 182) 920,081	2,574,448 (639, 113) 1,935,335	2,522,562 (1,176,299) (426, 182) 920,081	2,547,444 (623, 811) 1,923.633
Plant and equipment: At cost Accumulated depreciation Less: Writedown to recoverable value	727,410 (311, 434) (149, 196) 266,780	576,411 (156, 565) 419,846	664,373 (285, 148) (149, 195) 230,030	532,212 (155, 228) 376,984
Proprietary software: At cost Accumulated Depreciation Less: Writedown to recoverable value	20,542 (13, 130) (7,412)	20.542 (6, 849) 13,693	20,542 (13, 130) (7,412)	20.542 (6, 849) 13,693
Leasehold improvements: At cost Accumulated depreciation Less: writedown to recoverable value	235,649 (83,392) (55,760) 96,497	235,649 (40.906) 194,743	218,011 (76,281) (55,760) 85,970	218,011 (36,972) 181,039
Total plant and equipment	1,283,358	2,563,617	1,236,081	2,495,349

All depreciation and amortisation has been charged as an expense for the period $(\text{refer note } 3)$ (b) Movements in carrying amounts

Movement in the carrying amounts for each class of plant and equipment between the beginning and the end of the current financial year

Consolidated entity	Leased Plant and Equipment	Plant and Equipment	Proprietary software	Leaschold improvements	Total
	S	\$	\$	S,
Balance at the beginning of the year	1,935,335	419,846	13,693	194.743	2.563,617
Additions		144.692	÷		144.692
Depreciation and amortisation expenses	(572, 753)	(147.287)	(6,281)	(42.486)	(768, 807)
Writedown to recoverable amount	(426, 182)	(149, 196)	(7,412)	(55.760)	(638, 550)
Disposals	(16.319)	(1,275)			(17, 594)
Balance at the end of the year	920,081	266,780		96.497	1,283.358

14. PLANT AND EQUIPMENT (Continued)

Parent entity	Leased Plant and Equipment	Plant and Equipment	Proprietary software	Leasehold improvements	Total
	S	S	\$	S	\$
Balance at the beginning of the year	1,923,633	376,984	13,693	181.039	2,495,349
Additions		120.641	÷	w	120,641
Depreciation and amortisation expenses	(577.370)	(118,400)	(6.281)	(39.309)	(741, 360)
Writedown to recoverable amount	(426.182)	(149,195)	(7.412)	(55.760)	(638, 549)
Disposals
Balance at the end of the year	920.081	230,030		85,970	1,236,081

	Consolidated 2002 S	Consolidated 2001 \$	Company 2002 \$	Company 2001 S
15. INTANGIBLES
$Good$ will - at cost Accumulated amortisation Less: Writedown to recoverable value	2,190,258 (611,350) (1,578,908)	3,710,961 (2,268,613) 1,442,348	1,358,645 (556,070) (802, 575)	3,205,856 (2,238,587) 967,269
Intellectual property - at cost Less: Writedown to recoverable value	600,000 (600,000)
Software $-$ at cost Provision for diminution in value Trademarks - at cost Other $-$ at cost	4.070 486	216,130 (216, 130) 4.070 486	4,070	216,130 (216, 130) 4,070
Less: Writedown to recoverable value	(4,556)	1,446,904	(4,070)	971,339

Amortisation has been charged as an expense for the period (refer note 3)

	Consolidated 2002 \$	Consolidated 2001 \$	Company 2002 \$	Company 2001 S
16. CURRENT ACCOUNTS PAYABLE
Trade payables	1,886,707	787,999	1,797,174	772,345
Prepaid revenue	30,070	45,516	30,070	45,516
Accruals	44,479	177,335	44,479	113,904
	1,961,256	1,010,850	1,871,723	931,765
17. CURRENT INTEREST-BEARING LIABILITIES Unsecured:
Other Ioans		6,787		6,787
Convertible Notes (i)		210,000		210,000
Secured:
Bank overdraft
Finance lease liability (ii)	646,434 646,434	788,171 1.004,958	646,434 646,434	786,659 1,003.446
$(i)$ 3,000,000 Convertible Notes issued on 04/04/2001 for \$0.07 at 8% and converted to shares on 28 March 2002. (ii) Secured by the assets leased.
(iii) The National Australia Bank has a fixed and floating charge over the assets of the company.
18. CURRENT PROVISIONS
Employee entitlements	280,936	239,620	263,158	239,620
19. INCOME TAX LIABILITY
Current income tax	54.800
20. NON CURRENT INTEREST BEARING LIABILITIES Secured:
Finance lease liability (i) (i) Secured by the assets leased	273,646	893,859	273,646	893,859
21. NON-CURRENT PROVISIONS
Employee entitlements	31,836	25,784	31,836	25,784
22. EMPLOYEE ENTITLEMENTS
The aggregate employee entitlement liability recognised and included in the financial statements is as follow: Provision for employee entitlements:
Current (Note 18)	280,936	239,620	263,158	239,620
Non-current (Note 21)	31.836 312,772	$-25,784$ 265,404	31,836 294,994	25,784 265,404
Provision for annual leave	249,294	209,671	231,516	209,671
Provision for long service leave	63,478 312,772	55,733 265,404	63,478 294,994	55,733 265,404
Employee Numbers The number of employees at year end	52	35	34	30

	Consolidated 2002 S	Consolidated 2001 \$	Company 2002 \$	Company 2001 S
23. SHARE CAPITAL
Issued share capital
37,020,312 fully paid ordinary shares (2001: 61,207,167 fully paid ordinary shares)	9,756,012	7,932,423	9,756,012	7,932,423
Ordinary Shares At the beginning of the reporting period $-61,207,168$ shares	7,932,423	6.255,449	7.932,423	6,255,449
Shares issued during the year
61,207,416 on 29/11/2001	612.071		612,071
4,000,000 on 28/03/2002	228,004		228,004
Total on issue $-126,414,584$ at $28/03/2002$
Consolidated at 1 for 4 (i) $-31,603,646$ on $31/05/2002$
3,750,000 on 15/06/2002	750,000		750,000
1,666,666 on 28/06/2002 a.	300,000		300,000
	1,890,075		1,890,075
Transaction costs relating to share issues	(66, 486)		(66, 486)
(Year 2001)
1,744,299 on 20/11/2000 ۰		505.847		505,847
2,500,000 on 29/09/2000		500,000		500,000
7,350,000 on 21/12/2000		735,000		735,000
		1,740,847		1,740.847
Transaction costs relating to share issues		(63, 873)		(63, 873)
As at 30 June 2002 - 37,020,312 shares	9,756,012	7,932,423	9,756,012	7,932,423

Fully paid ordinary shares carry one vote per share and carry the right to dividends. (i) The number of shares on issue was consolidated on 31 May 2002 when every four shares were replaced by one share. (ii) 2,500,000 ordinary shares are unquoted and are held in escrow.

Options issued during the year ended 30 June 2002

Options to purchase 1,000,000 shares at an exercise price of 16.0 cents per share expiring on 29 November 2006 were issued during the year. For details of the Executive and Employee Share Option Plan refer note 32. Options over 1,250,000 shares expired on 23 April 2002.

24. DIVIDENDS

No dividends were paid or proposed during the financial year.

	Consolidated 2002 \$	Consolidated 2001 S	Company 2002 \$	Company 2001 5
25. ACCUMULATED LOSSES
Accumulated losses at the beginning of the year	6,008,402	1,098,318	5,814,369	924,877
Total changes in equity other than those resulting from transactions with owner as owners	4,212,774	4,910,084	4,488,791	4,889,492
Accumulated losses at the end of the financial year	10,221,176	6,008,402	10,303,160	5,814,369
26. COMMITMENTS FOR EXPENDITURE
Operating lease commitments (a) Non-cancellable operating leases contracted for but not capitalised in the financial statements
Premises Not longer than 1 year Longer than 1 year and not longer than 5 years	288,668 622,341 911,009	308,964 1,323,849 1,632,813	276,776 622,341 899,117	262,500 1,023,000 1,285,500
Plant and equipment Not longer than 1 year Longer than 1 year and not longer than 5 years	15,696 32,700 48,396	22,962 48,396 71,358	15,696 32,700 48,396	22,962 48,396 71,358
The property lease is a non-cancellable lease with a six-year term, with rent payable monthly in advance. An option exists to renew the lease at the end of the six-year term for an additional term of four years.
Operating lease payments are recorded as expense payments.
Finance lease liabilities (b)
No later than 1 year Later than 1 year and not later than 5 years Minimum finance lease payments	721,310 289,370 1,010,680	939,173 974,345 1,913,518	721,310 289,370 1,010,680	937,662 974,345 1,912,007
Less future finance charges Finance lease liabilities	(90,600) 920,080	(231, 488) 1,682,030	(90.600) 920,080	(231, 488) 1,680,519
Included in the financial statements as: Current borrowings (note 17) Non-current borrowings (note 20) Leasing arrangements	646,434 273,646 920,080	788,171 893,859 1,682,030	646,434 273,646 920,080	786,660 893,859 1,680,519

Finance lease arrangements are paid in advance
on either a monthly or quarterly basis for terms extending between 24 and 48 months.

26. COMMITMENTS FOR EXPENDITURE (Continued)

(c) Capital expenditure commitments

There are no capital expenditure commitments at the reporting date

27. CONTINGENT LIABILITIES

The Directors are not aware of any contingent liabilities at the reporting date.

	Consolidated 2002 \$	Consolidated 2001 S	Company 2002 \$	Company 2001 \$
28. NOTES TO THE STATEMENTS OF CASH FLOWS
(a) Reconciliation of Cash
For the purpose of the statement of cash flows, eash includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash at the end of the financial year as shown in the statement of eash flows is reconciled to the related items in the balance sheet as follows:
Cash Security deposits	483,126 212,877	74,872 212,877	413,534 212,877	52,478 212,877
(b) Reconciliation of operating loss after income tax to net cash flows from operating activities:	696,003	287,749	626,411	265,355
Operating loss after income tax	(4,212,774)	(4,910,084)	(4,488,791)	(4,889,492)
Non cash flows in operating loss: Depreciation and amortisation of non-current assets Amortisation of intangibles Writedown of goodwill Writedown of trademarks Writedown of intellectual property Writedown of fixed assets Writedown of trade receivables Writedown of inventories Writedown of investment Writedown of loan Investment and asset write off Bad and doubtful debts Employee entitlements Interest expense Loss on sale of non current assets Other	768,807 189,948 1,578,908 4,556 600,000 638,550 378,000 290,002 (20, 232) 14,000 17,594 (29,961)	579,570 1,799,277 450,319 12,541 14,908 w	741,360 189,948 802,575 4,070 638,549 238,000 132,502 852,301 354,900 (20, 232) 14,000 (25, 254)	577,839 1,748,769 450,319 12,541 14,961 w
(Increase)/decrease in assets: Receivables Other debtors - current Inventories Prepayments	(263,385) (14,382) (302, 638) (84,926)	654,001 (7,812) 41,046	(106, 684) (14,382) (107, 123) (84,926)	671,811 (7, 812) 41,046
Increase/(decrease) in liabilities: Trade creditors and accruals Provisions Other creditors	925,205 32,038 (15, 446)	(412, 629) (129, 039) (23, 354)	955,404 29,590 (15, 446)	(507, 473) (129, 039) (24.015)
Net cash used in operating activities	493,864	(1,931,256)	90,361	(2,040,545)

	Consolidated	Consolidated	Company	Company
28. NOTES TO THE STATEMENT OF CASH FLOWS (Continued)	2002 \$	2001 Ś.	2002 Ś.	2001 S
(c) Businesses acquired
During the 2002 financial year the company acquired one business. Details of the acquisitions are as follows:
Consideration:
Fully paid Ordinary Shares Acquisition costs	750,000 35,770 785,770		750,000 35,770 785,770
Fair value of net assets acquired:
Current assets Cash	42,728		42,728
Non-current assets Intellectual Property Future income tax benefit	600,000 46,778		600,000 46,778
Current liabilities Trade creditors and accruals Income tax payable Provision for employee entitlements	(40, 647) (174, 268) (15,330)		(40, 647) (174, 268) (15,330)
Net assets/(liabilities) acquired	459,261		459,261
Goodwill on acquisition	326,509		326,509
Fair value of net assets acquired	785,770		785,770
Net cash outflow on acquisition Acquisition costs	35,770		35,770

(d) Financing facilities

The economic entity did not have any credit standby arrangements or unused loan facilities at balance date.

(e) Cash balances not available for use

An amount of \$212,877 was held by the landlord and lease financers as security deposits at balance date.

29. FINANCIAL INSTRUMENTS

Significant Accounting Policies $(a)$

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which revenues and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 1 to the financial statements.

$(b)$ Interest Rate Risk

The interest rate risk of financial assets and liabilities recorded in the balance sheet is as follows:

	Average Interest Rate 2002		Consolidated Amount 2002
	Fixed	Variable	Interest Bearing	Non-interest Bearing
Assets
Cash	w		483,126
Security deposits	÷	5.25%	212,877
Receivables	w			636.331
Liabilities
Trade payables and accruals	÷	$\overline{\phantom{a}}$	w	1,961,256
Other loans	w	M
Finance lease liability	11.9%		920.080

	Average Interest Rate 2001		Consolidated Amount 2001
	Fixed	Variable	Interest Bearing	Non-interest Bearing
Assets
Cash	w	1.8%	74,872
Security deposits	w	4.0%	212.877
Receivables	w	w		730.332
Liabilities
Trade payables and accruals	w	$\overline{\phantom{a}}$	w	1,010,850
Other loans	$\ddot{}$	$\overline{\phantom{a}}$	$\overline{\phantom{a}}$	6.787
Convertible Notes	$8.0\%$	$\overline{\phantom{a}}$	210,000
Finance lease liability	11.5%	w	1,682.030

Credit Risk $(c)$

Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the economic entity. The economic entity has adopted the policy of only dealing with creditworthy counterparts and obtaining sufficient "collateral", or other security where appropriate, as a means of mitigating the risk of financial loss from defaults. The economic entity measures risk on a fair value basis. The carrying amount of financial assets recorded in the financial statements, net of any provision for losses, represents the economic entity's maximum exposure to credit risk, without taking account of the value of any collateral or other security obtained.

Net Fair Value $(d)$

The carrying amount of financial assets and financial liabilities recorded in the financial statements represents their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1 of the financial statements.

30 SEGMENT INFORMATION

The company operates in the new media industry business segment and operates only in Australia.

31. RELATED PARTY DISCLOSURES

• Details of equity interests in controlled entities are disclosed in note 33 to the financial statements. $(a)$
• $(b)$ Details of Directors' remuneration are disclosed in note 6 to the financial statements.
• $(c)$ Director equity and option holdings as held at the reporting date by Directors and Director related entities:

	Fully Paid Ordinary		Options
	Shares
Director	2002	2001	2002	2001
Mr. W H John Barr	110,000	37.500		100,000
Mr Christopher Mark Stecki	15,000		1,000,000	50,000
Ronin Holdings Pty Ltd $\overline{\phantom{a}}$	376,698	84,349		112,500
Critical Mass Corporate (50% interest) $\overline{\phantom{a}}$	1,006,125	503,063
Mr. Wayne Rankin
Tanala Pty Ltd ÷	25,000			112,500
RBD Holdings Pty Ltd (50% interest) $\tilde{\phantom{a}}$	2,843,301	3,018,300
W & J Interactive Pty Ltd (40% $\overline{\phantom{a}}$
interest)	666,140	1,341,425
Rankin Design Group Pty Ltd Staff $\tilde{\phantom{a}}$
Super Fund	270,000
Mr Martin Gardiner	5,116,647
Escrow until 22 July 2003	1,666,667
Mr James Gardiner	2,553,679
Escrow until 22 July 2003	833,333

Under the escrow agreements the Directors are not entitled to dispose of the shares prior to 22 July 2003.

On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The agreement with Media Entertainment Pty Ltd provides for a payout to employees and creditors in both cash and shares in the Company and for Media Entertainment to provide further funding to the Company to facilitate the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited and to fund its ongoing operations. These funds will be raised on the following terms:

• Through a placement of 70,000,000 shares to Media Entertainment Pty Ltd at \$0.003 (0.3 cents) per share. $\blacksquare$ Of the funds to be received via this placement, \$170,000 is to be paid to the Administrator to settle claims of existing creditors and employees of the Company;
• $\blacksquare$ Through the issue and allotment of up to 10,000,000 shares as part settlement of claims by existing creditors and employees of the Company; and
• Through the provision of an additional equity facility by Media Entertainment Pty Ltd of up to \$500,000 to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into shares in the Company at \$0.003 (0.3 cents) per share for a period of 12 months.

The Agreement with Media Entertainment Pty Ltd is subject to shareholder approval to be sought at a general meeting of shareholders as well as all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited.

31. RELATED PARTY DISCLOSURES (CONTINUED)

$(A)$ Related party transactions

	Consolidated	Consolidated	Company	Company
	2002	2001	2002	2001
	\$	\$	S	\$
Transactions with related parties:
Director-related entities
Mr Christopher Stecki is a Director of,
and shareholder in, Gress Global Pty Ltd
and Critical Mass Pty Ltd.
(i) Gress Global Pty Ltd
- Sale of products		34,385		34,385
(ii) Critical Mass Pty Ltd
- Purchase of secretarial and
financial services	66,000	39,000	66,000	39,000
Mr Martin Gardiner is a Director of, and
shareholder in, Planet X Studios Pty Ltd
which was acquired by The Swish Group
Limited on June 16, 2002.
(i) Planet X Studios Pty Ltd
- Sale of products and services	472,131		472.131

All transactions between related parties are on normal commercial terms and conditions no more favourable than those available or which might reasonably be expected to be available, on similar transactions to non-Director related entities and were on arm's length basis.

32. EXECUTIVE AND EMPLOYEE SHARE OPTION PLAN

The Swish Group Limited has continued to utilise The Swish Group Employee Incentive Plan to attract, motivate and retain valued staff. It provides employees, including Directors of The Swish Group Limited, with an opportunity to participate in the company's future growth and give them further incentive to contribute to that growth. Subject to the satisfaction of two pre-conditions, the Board may offer options to acquire shares to its employees including Directors who have been employed by The Swish Group Limited for at least 6 months or such other period as determined by the Board. The two pre-conditions are that if the offer were accepted;

• the total number of unexercised unexpired options (whether issued under the Plan or under any other arrangement involving issue of options to employees or Directors for no cash consideration) is less than 7.5% of the total number of shares in The Swish Group Limited at the time the options are offered; and
• the total of the number of unexercised unexpired options referred to above and the number of shares issued in the five year period before the time the options are offered, as the result of the exercise of the options issued under the Plan or any arrangement as referred to above, is less than 10% of the total number of shares in The Swish Group Limited at the time the options are offered.

The Employee Share Option Plan will be reviewed by the Board of Directors to ensure that it continues to meet its ongoing objectives.

Details on the number of options issued

The options issued to both Directors and employees are fully transferable and assignable. The exercise price of the options is \$0.16. The options are exercisable at any time within three years after they were issued, subject to the restrictions under the Plan. The Swish Group has not applied for official quotation of these options on the Australian Stock Exchange. The number of options on issue as at 30 June 2002 is 1,000,000, all issued during the year ended 30 June 2002 to Mr. Chris Stecki.

CONTROLLED ENTITIES 33.

Name of Entity	Country of Incorporation	Ownership Interest
		2002 %	2001 %
Parent Entity
The Swish Group Limited	Australia	$\overline{\phantom{a}}$
Controlled Entities
Learning Curve Pty Ltd	Australia	100	100.
Planet X Group Pty Ltd	Australia	100	and .

34. SUBSEQUENT EVENTS

Mr. WH John Barr resigned from the Board on 11 October 2002.

The Company was suspended from the official list of ASX following failure to lodge its Annual Report for the year ended 30 June 2002. Subsequently, on 31 October 2002, pursuant to a resolution of the Board of Directors, David Neil Lockwood and Laurence Fitzgerald of Horwath, Chartered Accountants, were appointed as joint and several administrators of the Company.

On 23 December 2002 the Administrator entered into a contract of sale for the business and assets of the Company, excluding the wholly owned subsidiary Planet X Group Pty Ltd. with Murphy Family Nominees Pty Ltd. Settlement of the sale occurred on 10 January 2003. The consideration received was \$316,000.

On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The agreement with Media Entertainment Pty Ltd provides for a payout to employees and creditors in both cash and shares in the Company and for Media Entertainment to provide further funding to the Company to facilitate the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited and to fund its ongoing operations. These funds will be raised on the following terms:

• Through a placement of 70,000,000 shares to Media Entertainment Pty Ltd at \$0,003 (0.3 cents) per share. Of the funds to be received via this placement, \$170,000 is to be paid to the Administrator to settle claims of existing creditors and employees of the Company;
• i. Through the issue and allotment of up to 10,000,000 shares as part settlement of claims by existing creditors and employees of the Company; and
• Through the provision of an additional equity facility by Media Entertainment Pty Ltd of up to \$500,000 to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into shares in the Company at \$0.003 (0.3 cents) per share for a period of 12 months.

The Agreement with Media Entertainment Pty Ltd is subject to shareholder approval to be sought at a general meeting of shareholders as well as all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited.

On 14 January 2002 Mr. Cary Stynes, Mr. Martin Gardiner and Mr. Peter Crafter were appointed to the Board and Mr. Chris Stecki and Mr. Wayne Rankin resigned as Directors of the Company.

The financial effects of the above subsequent events and proposed transactions have been brought to account by restating assets at their recoverable values.

THE SWISH GROUP LIMITED (SUBJECT TO A DEED OF COMPANY ARRANGEMENT) DIRECTORS' DECLARATION FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002

The Directors declare that:

1. The financial statements and notes, as set out on pages 10 to 33, are in accordance with the Corporations Act 2001:

2. a) comply with Accounting Standards in Australia and the Corporations Regulations 2001; and

3. b) give a true and fair view of the financial position as at 30 June 2002 and performance for the financial year ended on that date of the consolidated entity.
4. 1. Subject to the entity being released from its liabilities upon the Deed of Company Arrangement being effectuated, as described in note 1, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

On behalf of the board

Cary P. Stynes Managing Director

Melbourne 14 April 2003

INDEPENDENT AUDIT REPORT

TO THE MEMBERS OF THE SWISH GROUP LIMITED

Scope

We have audited the financial report of The Swish Group Limited and its controlled entities ("the Company") for the year ended 30 June 2002 as set out on pages 10 to 34. The directors are responsible for the financial report. We have conducted an independent audit of the financial report in order to express an opinion on it to the members of the company.

Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards, other mandatory professional reporting requirements and the Corporations Act 2001 in Australia, so as to present a view which is consistent with our understanding of the Company's financial position, the results of its operations and its cash flows.

The audit opinion expressed in this report has been formed on the above basis.

Audit Opinion

In our opinion, the financial report of The Swish Group Limited is in accordance with:

• $(a)$ the Corporations Act 2001, including:
• $(i)$ giving a true and fair view of the Company's financial position as at 30 June 2002 and of their performance for the year ended on that date; and
• $(ii)$ complying with Accounting Standards and the Corporations Regulations; and
• $(b)$ other mandatory professional reporting requirements.

Inherent Uncertainty Regarding Going Concern

Without qualification to the opinion expressed above, attention is drawn to the following matters. On 28 October 2002 the Company was suspended from the official list of the Australian Stock Exchange due to failure to lodge its Annual Report for the year ended 30 June 2002. On 31 October 2002, pursuant to a resolution of the Board of Directors, David Neil Lockwood and Laurence Fitzgerald of Horwath, were appointed as joint and several Administrators of the Company pursuant to a Deed of Company Arrangement.

As set out in the financial statements at note 1 (b), Going Concern Basis of Accounting and referred to in note 34 Subsequent Events, the Company is dependent on the following for it to trade as a going concern:

• 1. Receiving the approval of shareholders to the recapitalisation proposal outlined in the Deed of Company Arrangement;
• 1. Being released from its liabilities upon the Deed of Company Arrangement being completed;
• 1. Being re-listed on the official list of the Australian Stock Exchange; and
• 1. Receiving the continued financial support of Media Entertainment Pty Ltd post Administration.

The financial report has been prepared on a going concern basis as the directors believe that continued support from creditors and proposed shareholders will be sufficient to enable the economic entity to continue to pay its debts as and when they fall due, and pending receipt of shareholder approval that this financial support will continue to be made available.

Dated at Melbourne on 14 April 2003

PITCHER PARTNERS

M W PRINGLE Partner

THE SWISH GROUP LIMITED SUBJECT TO A DEED OF COMPANY ARRANGEMENT)
ADDITIONAL STOCK EXCHANGE INFORMATION
(AS AT 25 FEBRUARY 2003)

Number of Holders of Equity Securities

34,520,312 fully paid ordinary shares are held by 1,423 individual shareholders.

All issued ordinary shares carry one vote per share.

Distribution of Holders of Equity Securities

			Fully Paid Ordinary Shares
	÷	1,000	295
1.001	$\overline{\phantom{a}}$	5,000	664
5.001	$\overline{\phantom{a}}$	10,000	187
10,001	$\ddot{}$	100,000	239
100,001 and over			-38
			1,423
		Holdings less than a marketable parcel

Substantial Shareholders (greater than 5%)

Dabstandar Martholdtry (grtatt) diam 0707	Fully Paid
Ordinary Shareholders	Number	Percentage
Mr. Martin Gardiner	5.116,647	14.8%
RBD Holdings Pty Ltd	2,843,301	8.2%
Mr. James Gardiner	2.553,679	7.4 %
Catholic Church Insurances Limited	1.995.360	5.8%

THE SWISH GROUP LIMITED
SUBJECT TO A DEED OF COMPANY ARRANGEMENT)
ADDITIONAL STOCK EXCHANGE INFORMATION
(AS AT 25 FEBRUARY 2003)

Top 20 Security Holders - Ordinary Shares

Name	Units as at
	25 February 2003	₩
Mr. Martin Gardiner	5,116,647	14.8
RBD Holdings Pty Ltd	2,843,301	8.2
Mr. James Gardiner	2,553,679	7.4
Catholic Church Insurances Limited	1,995,360	5.8
Ray Strong Visual Productions Pty	1,666.666	4.8
Ltd (Strong Family Account)
Critical Mass Corporate Pty Ltd	1,006,125	2.9
Ms. Melinda McPherson	947,500	2.7
Tower Trust (NSW) Limited	704,311	$2.0^{\circ}$
W & J Interactive Pty Ltd	666,140	1.9
Link Traders (Aust) Pty Limited	575,000	1.7
Hurst Pollock Noms Pty Ltd	521,000	1.5
Edcay Pty Ltd	500,000	1.4
Mr. Terence John Holland & Mrs	500,000	1.4
Phyllis May Holland
Gyro Interactive Pty Ltd	405,286	1.2
Mr. John Aldwyn Swales	335,375	1.0
Western Park Holdings Pty Ltd	312.500	0.9
Mr. Issae Lizor & Mrs. Johyette	275,000	0.8
Lizor
Rankin Design Group Pty Ltd	270,000	0.8
Pinetown Pty Ltd (Superannuation	260,625	0.8
Fund Account)
Mr. Danny McPherson	250,000	0.7
Total	21,704,515	62.7