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HIREMII LIMITED Annual Report 2021

May 6, 2021

65064_rns_2021-05-06_52742ff8-7428-414d-85dc-ae8b27012c7f.pdf

Annual Report

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Oncontractor Pty Ltd

ABN 93 609 820 402

Annual Report - 30 June 2020

Oncontractor Pty Ltd Directors' report 30 June 2020

The directors present their report, together with the financial statements of Oncontractor Pty Ltd (referred to hereafter as the 'company') at the end of, or during, the year ended 30 June 2020.

Directors

The following persons were directors of Oncontractor Pty Ltd during the whole of the financial year and up to the date of this report, unless otherwise stated:

Conor O'Brien Alastair Haldane (ceased 16 June 2020) Evan Renwick (ceased 3 June 2019) Andrew Kirkwood (appointed 16 June 2020) Joseph Schofield (appointed 16 June 2020) Chris Brophy (appointed 16 June 2020) David Buckingham (appointed 14 July 2020)

Principal activities

During the financial year the principal continuing activities of the Company consisted of software based labour hire and recruitment. It connects projects to pre-vetted professional contractors and enables them to be engaged across the platform while maintaining full statutory and insurance compliance

Dividends

No dividends were paid during the year ended 30 June 2020 (30 June 2019: nil).

Review of operations

The loss for the year ended 30 June 2020 after providing for income tax amounted to \$1,912,042 (30 June 2019: \$925,154).

Significant changes in the state of affairs

There were no significant changes in the state of affairs of the Company during the financial year.

Matters subsequent to the end of the financial year

Other than as described in Note 25 to the Financial Statements, no matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years.

Likely developments and expected results of operations

Information on likely developments in the operations of the Company and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the Company.

Environmental regulation

The Company is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Information on directors
Name: David Buckingham
Title: Non-Executive Chairman
Qualifications: Bachelor of Engineering (Hons), GAICD
Experience and expertise: David has extensive experience in CEO roles and non executive director roles within
ASX listed tech companies. Most recently he was the Group CEO and Managing
Director of Navitas.
David was appointed on 14 July 2020.

Oncontractor Pty Ltd Directors' report 30 June 2020

Name: Andrew Kirkwood Title: Managing Director & CEO Qualifications: MBA Experience and expertise: Andrew has over 10 years' experience in executive positions with various high growth, technology-based start ups as well as corporate experience as an Executive for a national health insurer looking after IT and HR. Andrew was appointed on 16 June 2020. Name: Conor O'Brien Title: Non-Executive Director Qualifications: LLB Experience and expertise: Conor is the founder and Managing Director of international oil and gas labour hire Company Rigforce. Conor has extensive experience in commercial and industrial relations and HR. Name: Christopher Brophy Title: Executive Director Qualifications: MBA, MAICD Experience and expertise: Chris is an accomplished leader with 15+ years of experience. He is a specialist in strategy, portfolio growth, financial and operational restructuring. He was appointed on 16 June 2020. Name: Joe Schofield Title: COO & Non-executive Director Experience and expertise: Joe is an experienced operational Executive with over 20 years' experience in numerous industries including construction, mining, waste & recycling, rental and construction. He was appointed on 16 June 2020. Name: Joe Schofield Name: Alastair Haldane (resigned on 16 June 2020) Title: Former Non-Executive Director Qualifications: MSc (Honours) Experience and expertise: With extensive recruitment and labour hire experience, Alastair is one of the founders of Oncontractor. He was previously a reservoir engineer with BHP and is currently Director of Rigforce. Name: Evan Renwick (resigned on 16 June 2020) Title: Former Non-Executive Director Qualifications: BSc Experience and expertise: An experienced project manager, director and engineer. Successful management of projects over \$1B, from initiation through to completion, with an added ability to turn around underperforming projects. Evan resigned on 16 June 2020.

Company secretary

Evan Renwick held the role of Company Secretary until 27 July 2020.

Ms Ildiko Wowesny (BBus) was appointed Company Secretary on 27 July 2020. She is a CPA qualified and highly experienced Company Secretary and CFO with over 15 years' experience, predominantly with ASX listed companies across numerous industries.

Meetings of directors

The Company's Board of Directors ('the Board') did not hold any formal board meetings during the year ended 30 June 2020.

Grant date Issue Date Expiry date Exercise
price
Number
under option
June 2020 July 2020 3 years from date of
listing
150% of the listing price at IPO 5.000.000

RSM Australia Partners

Level 32, Exchange Tower 2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au

AUDITOR'S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Oncontractor Pty Ltd for the year ended 30 June 2020, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (i) The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
  • (ii) Any applicable code of professional conduct in relation to the audit.

David Wall Partner RSM Australia Partners

Perth, WA Dated: 26 November 2020

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

Oncontractor Pty Ltd Contents 30 June 2020

Statement of profit or loss and other comprehensive income 6
Statement of financial position 7
Statement of changes in equity 8
Statement of cash flows 9
Notes to the financial statements 10
Directors' declaration 30
Independent auditor's report to the members of Oncontractor Pty Ltd 31

General information

The financial statements cover Oncontractor Pty Ltd as a Company at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Oncontractor Pty Ltd's functional and presentation currency.

Oncontractor Pty Ltd is a proprietary limited company, incorporate and domiciled in Australia. Its registered office and principal place of business are:

Registered office Principal place of business

198 Stirling Street 198 Stirling Street Perth WA 6000 Perth WA 6000

A description of the nature of the company's operations and its principal activities are included in the directors' report, which is not part of the financial statements.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 25 November 2020. The directors have the power to amend and reissue the financial statements.

Oncontractor Pty Ltd Statement of profit or loss and other comprehensive income For the year ended 30 June 2020

Note 2020
\$
2019
\$
Revenue
Sales Revenue
Other income
3
4
6,186,274
101,800
858,714
5,639
Expenses
Operating expenses
Employee benefit expense
Research and Development expense
Professional and consulting fees
Share based payment expense
Depreciation and amortisation expense
Other expenses
Finance costs
27
9,10
(5,627,682)
(659,224)
(667,932)
(325,182)
(330,646)
(80,158)
(364,198)
(145,094)
(773,377)
(412,092)
(352,611)
(89,539)
-
-
(151,422)
(10,466)
Loss before income tax expense (1,912,042) (925,154)
Income tax expense 5 - -
Loss after income tax expense for the year (1,912,042) (925,154)
Other comprehensive income for the year, net of tax - -
Total comprehensive loss for the year (1,912,042) (925,154)

Oncontractor Pty Ltd Statement of financial position As at 30 June 2020

Note 2020
\$
2019
\$
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other current receivables
Total current assets
6
7
8
1,981,117
956,000
185,410
3,122,527
256,400
193,178
9,980
459,558
Non-current assets
Property, plant& equipment
Right of use assets
Total non-current assets
9
10
14,206
127,573
141,779
-
-
-
Total assets 3,264,306 459,558
Liabilities
Current liabilities
Trade and other payables
Employee benefits
Lease liability
Total current liabilities
11
12
13
1,972,091
34,797
63,812
2,070,700
460,350
31,701
-
492,051
Non-current liabilities
Borrowings
Lease liability
Total non-current liabilities
14
15
2,285,000
71,515
2,356,515
-
-
-
Total liabilities 4,427,215 492,051
Net assets/(liabilities) (1,162,909) (32,492)
Equity
Issued capital
Other equity
Reserves
Accumulated losses
Current year earnings
16
17
1,631,692
-
320,645
(1,203,204)
(1,912,042)
976,712
194,000
-
(278,050)
(925,154)
Total equity (1,162,909) (32,492)

Oncontractor Pty Ltd Statement of changes in equity For the year ended 30 June 2020

Issued
capital
\$
Other
equity
\$
Reserves
\$
Accumulated
losses
\$
Total equity
\$'
Balance at 1 July 2018 307,436 - - (278,050) 29,386
Loss after income tax expense for the year
Other comprehensive income for the year, net
of tax
-
-
-
-
-
-
(925,154)
-
(925,154)
-
Total comprehensive loss for the year - - - (925,154) (925,154)
Issue of ordinary shares, net of transaction
costs (note 16)
Advance for issue of shares (note 16)
669,276
-
-
194,000
-
-
-
-
669,276
194,000
Balance at 30 June 2019 976,712 194,000 - (1,203,204) (32,492)
Issued
capital
\$
Other
equity
\$
Reserves
\$
Accumulated
losses
\$
Total equity
\$'
Balance at 1 July 2019 976,712 194,000 - (1,203,204) (32,492)
Loss after income tax expense for the year
Other comprehensive income for the year, net
of tax
-
-
-
-
-
-
(1,912,042)
-
(1,912,042)
-
Total comprehensive loss for the year - - - (1,912,042) (1,912,042)
Issue of ordinary shares, net of transaction
costs (note 16)
Share based payments (note 26)
644,980
10,000
(194,000)
-
-
320,645
-
-
450,980
330,645

Oncontractor Pty Ltd Statement of cash flows For the year ended 30 June 2020

Note 2020
\$
2019
\$
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
5,801,328
(6,651,942)
858,714
(1,488,943)
(850,614) (630,228)
Other revenue 35,962 5,639
Net cash used in operating activities 19 (814,652) (624,589)
Cash flows from investing activities
Payments for property, plant and equipment
(16,789) -
Net cash used in investing activities (16,789) -
Cash flows from financing activities
Proceeds from issue of shares (net of costs)
Proceeds from borrowings
Repayment of lease liabilities
450,980
2,175,000
(69,822)
863,276
-
-
Net cash from financing activities 2,556,158 863,276
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
1,724,717
256,400
238,687
17,713
Cash and cash equivalents at the end of the financial year 1,981,117 256,400

Note 1. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The following Accounting Standards and Interpretations are most relevant to the company:

AASB 16 Leases

The company has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, rightof-use assets and corresponding lease liabilities are recognised in the statement of financial position. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.

Impact of adoption

AASB 16 was adopted using the modified retrospective approach and as such comparatives have not been restated. The impact of adoption on opening retained profits as at 1 July 2019 was as follows:

1 July 2019
\$
Operating lease commitments as at 1 July 2019 (AASB 117)
Operating lease commitments discount based on the weighted average incremental borrowing rate of 8%
99,000
(AASB 16) (10,881)
Right-of-use assets (AASB 16) 88,119
Lease liabilities - current (AASB 16) (61,161)
Lease liabilities - non-current (AASB 16) (26,958)

Reduction in opening retained profits as at 1 July 2019 -

When adopting AASB 16 from 1 July 2019, the company has applied the following practical expedients:

  • applying a single discount rate to the portfolio of leases with reasonably similar characteristics;
  • accounting for leases with a remaining lease term of 12 months as at 1 July 2019 as short-term leases;
  • excluding any initial direct costs from the measurement of right-of-use assets;
  • using hindsight in determining the lease term when the contract contains options to extend or terminate the lease; and
  • not apply AASB 16 to contracts that were not previously identified as containing a lease.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.

Note 1. Significant accounting policies (continued)

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2.

Going concern

These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business.

As disclosed in the financial statements, the company incurred a net loss from continuing operations of \$1,912,042, had net cash outflows from operating activities and investing activities of \$814,652 and \$16,789 respectively for the year ended 30 June 2020. As at that date, the company had net liabilities of \$1,162,909.

The Directors are of the view that there are reasonable grounds to believe that the Company will continue as a going concern, after consideration of the following factors:

  • The company has commenced activities towards an initial public offer (IPO) scheduled to occur prior to 30 June 2021.
  • During the financial year, the company has successfully raised \$697,000 (before share issue costs) via share issue and raised \$2,285,000 via issue of convertible loan for a term of 24 months from draw down date. As per terms of convertible loan agreement, on liquidity event or private placement event or change of control event, the convertible loan will be converted into variable number of shares at the lower of \$0.12 and a 40% discount to the share price offered under an equity capital raising pursuant to an IPO or under the private placement investment or under the change of control event. In event other than liquidity event, private placement event or change of control event, the borrower has the option to issue a predetermined number of shares or repay cash plus interest at 8% within 14 days of the termination date.
  • The company has the ability to curtail administrative, discretionary expenditure and overhead cash outflows as and when required.

Accordingly, the Directors believe that the company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

Revenue recognition

The Company recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Company: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

Rendering of services

Revenue from a contract to provide services is recognised over time as the services are rendered based on either a fixed price or an hourly rate.

Note 1. Significant accounting policies (continued)

Interest

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

  • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
  • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the Company's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings in current liabilities on the statement of financial position.

Note 1. Significant accounting policies (continued)

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.

The Company has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Contract assets

Contract assets are recognised when the Company has transferred goods or services to the customer but where the Company is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.

Customer acquisition costs

Customer acquisition costs are capitalised as an asset where such costs are incremental to obtaining a contract with a customer and are expected to be recovered. Customer acquisition costs are amortised on a straight-line basis over the term of the contract.

Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained or which are not otherwise recoverable from a customer are expensed as incurred to profit or loss. Incremental costs of obtaining a contract where the contract term is less than one year is immediately expensed to profit or loss.

Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an accounting mismatch is being avoided.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, it's carrying value is written off.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income include equity investments which the Company intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.

Impairment of financial assets

The Company recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Company's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

Note 1. Significant accounting policies (continued)

For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.

Property, plant and equipment

Land and buildings are shown at fair value, based on periodic, at least every 3 years, valuations by external independent valuers, less subsequent depreciation and impairment for buildings. The valuations are undertaken more frequently if there is a material change in the fair value relative to the carrying amount. Any accumulated depreciation at the date of revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. Increases in the carrying amounts arising on revaluation of land and buildings are credited in other comprehensive income through to the revaluation surplus reserve in equity. Any revaluation decrements are initially taken in other comprehensive income through to the revaluation surplus reserve to the extent of any previous revaluation surplus of the same asset. Thereafter the decrements are taken to profit or loss.

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Office equipment 3 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the company. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the company expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The company has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Contract liabilities

Contract liabilities represent the Company's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the Company recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Company has transferred the goods or services to the customer.

Note 1. Significant accounting policies (continued)

Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

Provisions

Provisions are recognised when the Company has a present (legal or constructive) obligation as a result of a past event, it is probable the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

Employee benefits

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

Other long-term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

Note 1. Significant accounting policies (continued)

Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option, together with non-vesting conditions that do not determine whether the company receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

  • during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
  • from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the company or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the company or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Note 1. Significant accounting policies (continued)

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

Impairment of non-financial assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other nonfinancial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

Issued capital

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the company.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

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 tax authority is included in other receivables or other 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 tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

Rounding of amounts

The company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Note 1. Significant accounting policies (continued)

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the company for the annual reporting period ended 30 June 2020. The company's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the company, are set out below.

Conceptual Framework for Financial Reporting (Conceptual Framework)

The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 July 2021 and early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards. Where the company has relied on the existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the company may need to review such policies under the revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the company's financial statements.

Note 2. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Income tax

The Company is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Company recognises liabilities for anticipated tax audit issues based on the Company's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Lease term

The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of the asset to the company's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties; existence of significant leasehold improvements; and the costs and disruption to replace the asset. The company reassesses whether it is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.

Incremental borrowing rate

Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is based on what the company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.

Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the company based on known information. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the company unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

Note 2. Critical accounting judgements, estimates and assumptions (continued)

Share-based payment transactions

The company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. Refer to note 61 for further information.

Note 3. Revenue

2020
\$
2019
\$
Revenue from contracts with customers
Labour hire and recruitment services
6,186,274 858,714
6,186,274 858,714

Note 4. Other income

2020
\$
2019
\$
ATO cash flow boost
Other
100,000
1,800
-
5,639
Other income 101,800 5,639

Note 5. Income tax expense

Major components of income tax expense are:

\$ \$
Income tax expense reported in the statement of profit or loss and other comprehensive
income
- -

A reconciliation of income tax expense applicable to accounting loss before income tax at the statutory income tax rate to income tax expense at the company's effective income tax rate is as follows:

2020
\$
2019
\$
Net profit/(loss) before income tax expense (1,912,042) (925,154)
Prima facie tax calculated at 27.5% (525,812) (254,417)
Non-deductible expenses 286,641 120,366
Tax losses carried forward 239,171 134,051
Income tax expense - -
Unrecognised tax losses 1,543,374 673,660
Revenue losses 1,543,374 673,660

Availability of Tax Losses

The availability of the tax losses for future periods is uncertain and will be dependent on the company satisfying strict requirements with respect to continuity of ownership and the same business test imposed by income tax legislation.

The recoupment of available tax losses as at 30 June 2020 is contingent upon the following:

  • (a) the company deriving future assessable income of a nature and of an amount sufficient to enable the benefit from the losses to be realised;
  • (b) the conditions for deductibility imposed by income tax legislation continuing to be complied with; and
  • (c) there being no changes in income tax legislation which would adversely affect the company from realising the benefit from the losses.

Given the company is currently in a loss making position, a deferred tax asset has not been recognised with regard to unused tax losses, as it has not been determined that the company will generate sufficient taxable profit against which the unused tax losses can be utilised.

Note 6. Current assets - cash and cash equivalents

2020
\$
2019
\$
Cash at bank
Cash on deposit
1,959,021
22,096
256,400
-
1,981,117 256,400

Note 7. Current assets – trade and other receivables

2020
\$
2019
\$
Trade receivables 311,624 149,659
Research and development rebate 468,538 43,519
Receivable for issue of convertible loan 110,000 -
Other receivables 65,838 -
956,000 193,178

Allowance for expected credit losses

The company has not recognised a loss in respect of the expected credit losses for the year ended 30 June 2020 (2019: Nil)

The ageing of the receivables are as follows

2020
\$
2019
\$
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
300,151
11,473
-
-
140,287
9,372
-
-
311,624 149,659

Note 8. Current assets - other current assets

2020
\$
2019
\$
Accrued revenue 151,777 4,072
Prepayments 33,633 5,908
185,410 9,980

Loan to related parties

The loans to related parties are to be repaid by 30 June 2021. The loans are interest free.

Note 9. Non-current assets - property plant & equipment

2020
\$
2019
\$
Office equipment 16,789 -
Less: Accumulated depreciation (2,582) -
14,207 -

Note 10. Non-current assets - right-of-use assets

2020 2019
Land and buildings - right-of-use
Less: Accumulated depreciation
205,149
(77,576)
-
-
127,573 -

Right to use assets on 1 July 2019 were \$88,119 and additions to the right-of-use assets during the year were \$117,030.

The company leases land and buildings for its offices under agreements of between 16 months to 3 years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.

Note 11. Current liabilities - trade and other payables

2020
\$
2019
\$
Trade payables 67,641 133,760
ATO payable 1,039,369 176,065
Accrued expenses 726,618 73,879
GST payable 85,796 3,000
Loan to related parties 15,182 (13,017)
Other payables 37,485 86,663
1,972,091 460 350

Note 12. Current liabilities – employee benefits

2020
\$
2019
\$
Provision for annual leave 34,797 31,701

Note 13. Current liabilities – lease liabilities

2020
\$
2019
\$
Lease liability 63,812 -

Refer to note 18 for further information on financial instruments.

Note 14. Non-current liabilities – borrowings

2020
\$
2019
\$
Convertible notes 2,285,000 -
Refer to note 18 for further information on financial instruments.

On 12 June 2020 the company issued unsecured convertible loan with a face value of \$1 each for total proceeds of \$2,285,000 and a maturity date of 24 months from the date of issue.

As per terms of the convertible loan agreement, on liquidity event, private placement event or change of control event, the convertible loan will be converted into variable number of shares at the lower of \$0.12 and a 40% discount to the share price offered under an equity capital raising pursuant to an IPO or under the private placement investment or under the change of control event. In event other than liquidity event, private placement event or change of control event, the borrower has option to issue predetermined number of shares or repay cash plus interest at 8% within 14 days of the termination date.

Total transactions costs incurred at date of issue were \$442,446, composed of a share-based payment as detailed in note 26 and finance costs.

Note 15. Non-current liabilities - lease liabilities

2020
\$
2019
\$
Lease liability 71,515 -

Refer to note 18 for further information on financial instruments.

Note 16. Equity - issued capital

2020
Shares
2019
Shares
2020
\$
2019
\$
Ordinary shares - fully paid 56,325,975 46,988,475 1,631,692 976,712
Movements in ordinary share capital
Details
Date Shares Issue price \$
Balance
Issue of shares
Issue of shares
Share split 1:75
Issue of shares for nil consideration
Issue of shares
30 June 2018
31 August 2018
15 October 2018
26 April 2019
31 May 2019
31 May 2019
395,909
21,874
127,731
40,367,961
3,700,000
2,375,000
4.77
2.94
-
-
0.08
307,436
104,276
375,000
-
-
190,000
Balance
Issue of shares
Issue of shares
Issue of shares
Share based payment
Issue of shares for nil consideration
Share issue transaction costs, net of tax
30 June 2019
4 October 2019
6 November 2019
28 February 2020
26 June 2020
26 June 2020
46,988,475
6,700,000
1,812,500
200,000
125,000
500,000
-
0.08
0.08
0.08
0.08
-
-
976,712
536,000
145,000
16,000
10,000
-
(52,020)
Balance 30 June 2020 56,325,975 1,631,692

Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Issue of shares for nil consideration was to brokers as cost for services in relation to capital raising.

During the previous financial year, \$194,000 were received from shareholders as advance for issue of 2,424,997 shares at 8 cents per share. The shares were issued on 4 October 2019 and 6 November 2019.

Capital risk management

The company's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The company is not subject any externally imposed capital requirements.

The capital risk management policy remains unchanged from the 30 June 2019 Annual Report.

Note 17. Equity - reserves

2020
\$
2019
\$
Share based payment reserve 320,645 -
Share based payments reserve 30 June 2020 30 June 2019
\$
\$
Opening balance
Grant of options
-
320,645
-
-
Closing balance 320,645 -

Share-based payments reserve

The share-based payment reserve is used to recognise the fair value of options granted to suppliers and employees. Refer to note 26.

Note 18. Financial instruments

Financial risk management objectives

The company's activities expose it to a variety of financial risks: market risk (including interest rate risk), credit risk and liquidity risk. The company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the company. The company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate and ageing analysis for credit risk.

Market risk – Interest rate risk

The company's main interest rate risk arises from borrowings. The company's borrowings which is fixed rate convertible loan expose the company to fair value risk. All other financial assets and liabilities in the form of receivables and payables are non-interest bearing. The company does not engage in any hedging or derivative transactions to manage interest rate risk.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The maximum exposure to credit risk at balance date is the carrying of those assets as disclosed in the statement of financial position and notes to the financial statements. The company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The company's exposure and the credit ratings of its counterparties are continuously monitored, and the aggregate value of transactions concluded are spread amongst approved counterparties.

The company has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative across all customers of the company based on recent sales experience, historical collection rates and forwardlooking information that is available. As disclosed in note 7 no expected credit losses were recorded for the current and previous financial year.

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than 1 year.

Liquidity risk

Vigilant liquidity risk management requires the company to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The company manages liquidity risk by maintaining sufficient cash reserves and marketable securities, and through the continuous monitoring of budgeted and actual cash flows.

Remaining contractual maturities

The following tables detail the company's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

Weighted average
interest rate
1 year or less Between 1 and 2
years
Between 2 and 5
years
2020 % \$ \$ \$
Non-derivatives
Non-interest bearing
Trade and other payables 932,722 - -
ATO payable 1,039,369 - -
Interest-bearing - fixed rate
Borrowings – convertible loan 8% - 2,467,800 -
Lease liability 8% 71,871 48,002 28,403
Total non-derivatives 2,043,962 2,515,802 28,403
Weighted average
interest rate
1 year or less Between 1 and 2
years
Between 2 and 5
years
2019 % \$ \$ \$
Non-derivatives
Non-interest bearing
Trade and other payables 284,285 - -
ATO payable 176,065 - -
Total non-derivatives 460,350 - -

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.

Note 19. Reconciliation of profit after income tax to net cash from operating activities

2020
\$
2019
\$
Loss after income tax expense for the year (1,912,042) (925,154)
Adjustments for:
Depreciation and amortisation 80,158 -
Share-based payments 330,645 -
Change in operating assets and liabilities:
Movement in receivables (175,430) (170,426)
Movement in payables 1,511,744 374,329
Movement in other current assets (652,823) 27,106
Movement in provisions 3,096 69,556
Net cash used in operating activities (814,652) (624,589)

Note 20. Key management personnel disclosures

Directors and specified executives

The names and positions held by key management personnel in office at any time during the year are:

Alastair Haldane Director
Conor O'Brien Non-Executive Director
Evan Renswick Company Secretary
Chris Brophy Executive Director
Andrew Kirkwood CEO/Managing Director
Joe Schofield COO/Executive Director
Andrew Cloud CTO

Compensation

The aggregate compensation made to directors and other members of key management personnel of the Company is set out below:

2020
\$
2019
\$
Short-term employee benefits
Post-employment benefits
656,154
29,034
262,883
14,470
685,189 277,353

Note 21. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by RSM Australia Partners, the auditor of the company.

2020
\$
2019
\$
Audit services – RSM Australia Partners
Audit or review of the financial statements
20,000 10,000
20,000 10,000

Note 22. Contingent liabilities

The Company has given bank guarantees as at 30 June 2020 of \$22,096 (2019: nil) to various landlords.

Note 23. Commitments

2020
\$
2019
\$
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year - 66,000
One to five years - 33,000
More than five years - -
- 99,000

Operating lease commitments includes contracted amounts for offices under non-cancellable operating leases expiring within one to three years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.

Note 24. Related party transactions

Key management personnel

Disclosures relating to key management personnel are set out in note 20.

Receivable from and payable to related parties

The following balances are outstanding at the reporting date in relation to transactions with related parties:

2020
\$
2019
\$
Non-current receivables:
Loan receivable/(payable) to directors
(15,182) 13,017

Other transactions with key management personnel No other transactions occurred with key management personnel during the year (2019: nil).

Other transactions with related parties No other transactions occurred with related parties during the year (2019: nil).

Terms and conditions The loans are interest free and repayable by 30 June 2021.

Note 25. Events after the reporting period

Other than as described below, no matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Company's operations, the results of those operations, or the Company's state of affairs in future financial years:

The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

Mr David Buckingham was appointed 14 July 2020.

Mr Renwick resigned as Company Secretary on 27 July 2020 and Ms Ildiko Wowesny was appointed Company Secretary on the same day.

Note 26. Share-based payments

During the financial year ended 30 June 2020, the following shares were issued to an employee as share based payment (June 2019: nil).

Number of Fair value per
Grant Date / Entitlement Instruments Grant date Issue date instrument
\$
Value
\$
Ordinary shares 125,000 26/06/2020 26/06/2020 0.08 10,000
\$10,000 was recognised as a share-based payment expense in the statement of profit and loss for the year ended 30 June
2020 in relation to the shares noted above.

During the financial year ended 30 June 2020, the following options were granted to brokers for services in relation to issue of convertible loan (June 2019: nil).

Number of Issue Fair value
per
Grant Date / Entitlement Instruments Grant date date Expiry date instrument
\$
Value
\$
3 years from
Unlisted options issued to brokers 5,000,000 12/06/2020 25/11/2020 date of IPO 0.0641 320,645

The options issued during the period were calculated using the Black-Scholes option pricing model with the following inputs:

Item Value
Expected volatility (%) 100
Risk free interest rate (%) 0.26
Expected life of options (years) 3 years
Expected dividends Nil
Option exercise price (\$) \$0.18
Share price at grant date (\$) \$0.12

The options issued were deemed to vest immediately and there were no other vesting conditions.

\$320,645 was recognised as share-based payment expense in the statement of profit and loss for the year ended 30 June 2020 in relation to the options noted above.

Note 27. Segment information

The company operates predominantly in one business and geographical segment being software based labour hire and recruitment services throughout Australia.

RSM Australia Partners

Level 32, Exchange Tower

2 The Esplanade Perth WA 6000 GPO Box R1253 Perth WA 6844

T +61 (0) 8 9261 9100 F +61 (0) 8 9261 9111

www.rsm.com.au INDEPENDENT AUDITOR'S REPORT To the members of Oncontractor Pty Ltd

Opinion

We have audited the financial report of Oncontractor Pty Ltd (Company), which comprises the statement of financial position as at 30 June 2020, the statement of profit or loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion, the accompanying financial report of the Company is in accordance with the Corporations Act 2001, including:

  • (i) Giving a true and fair view of the Company's financial position as at 30 June 2020 and of its financial performance for the year then ended; and
  • (ii) Complying with Australian Accounting Standards Reduced Disclosure Requirements and the Corporations Regulations 2001.

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The directors are responsible for the other information. The other information comprises the information included in the Company's annual report for the year ended 30 June 2020, but does not include the financial report and the auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

Responsibilities of the directors for the financial report

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

In preparing the financial report, the directors are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors\_responsibilities/ar4.pdf. This description forms part of our auditor's report.

David Wall Partner RSM Australia Partners

Perth, Western Australia 26 November 2020