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IONIC RARE EARTHS LIMITED Annual Report 2003

Feb 18, 2003

65151_rns_2003-02-18_18881144-c286-4d95-ab23-dfe9feb02651.pdf

Annual Report

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Ezenet Limited ABN 84 083 646 477

Annual Report

30 JUNE 2002

EZENET LIMITED CORPORATE DIRECTORY A.B.N. 84 083 646 477

Directors

P J Whyte Chairman

L H Chapman Managing Director

GRO'Dea Non-Executive Director

Company Secretary

W M Day

Registered Office and Principal Place of Business

Ground Floor, Zurich House 66 Kings Park Road West Perth WA 6005

Telephone: 9486 8598 Fax: 9486 8597 Web Site: ezenet.com.au

Share Registry

Computershare Registry Services Pty Ltd Level 2, Reserve Bank Building 45 St George's Terrace Perth WA 6000

Auditors

Ernst & Young Central Park 152 St George's Terrace Perth WA 6000

Bank

Challenge Bank 109 St George's Terrace Perth WA 6000

EZENET LIMITED A.B.N. 84 083 646 477

Contents Page Directors' Report $\mathbf{1}$ Independent Audit Report 6 Directors' Declaration $\overline{7}$ $\mathbb{R}^2$ Statement of Financial Performance $\bf{8}$ Statement of Financial Position 9 Statement of Cash Flows $10$ Notes to the Financial Statements 11 Corporate Governance Statement 27 ASX Additional information 29

$\sim$

k,

EZENET LIMITED DIRECTORS' REPORT

Your directors submit their report for the year ended 30 June 2002.

DIRECTORS

The names and details of the directors of the company in office during the financial year and until the date of this report are:

P J Whyte B.Ec., LL.B.
(Non-Executive Chairman)
Mr Whyte was appointed a director on 16 April 1999. He is a
commercial lawyer, practising in Subiaco, having degrees in
Economics and Law. He tutored/lectured at both the University of
Western Australia and Curtin University of Technology before
commencing the practice of law. Mr Whyte has been a practicing
solicitor for 24 years, focussing primarily on corporate matters
and commercial litigation. His experience and expertise includes
public company management.
L H Chapman
(Managing Director)
Mr Chapman formed Ezenet Pty Ltd in 1998 and was appointed a
director on 29 July 1998. He has considerable business experience
particularly in sales and marketing. He was the founder of
Movielink Corporation Ltd, a company which pioneered the
movie supply business to hotels in Australia.
GRO'Dea
(Non-Executive Director)
Mr O'Dea was appointed a director on 7 March 2002. He is a
former business development manager for The West Australian
Newspaper with 30 years media experience in radio, television,
press and outdoor advertising.
M V Hogan
(Non-Executive Director)
Mr Hogan is a stockbroker and acted as a non-executive director
from 16 April 1999 until his resignation from the Board on
30 October 2001.
A L Milner
(Non-Executive Director)
Mr Milner is a director of iiNet Ltd and acted as a non-executive
director from 16 April 1999 until his resignation from the Board
on 31 October 2001.
J Jansen
(Non-Executive Director)
Mr Jansen is a businessman involved in the finance industry and
acted as a non-executive director from 1 November 2001 to
28 February 2002.

PRINCIPAL ACTIVITIES

The principal activity during the year was setting up the digital quality video services to the hotel/motel industry. There has been no significant change to the company's activity during the year.

The company's business is conducted from operations located in Australia.

The company's revenue is earned predominately from the information technology sector.

CORPORATE INFORMATION

Ezenet Limited is a company limited by shares and is incorporated and domiciled in Australia.

The company employed 4 people at 30 June 2002 (2001: 3 people).

OPERATING RESULTS

The company's loss after providing for income tax for the financial year was \$832,515. $(2001:$ loss \$1,445,419).

EARNINGS PER SHARE 2002 2001
Basic loss per share (cents) (2.8) (6.00)

DIVIDENDS PAID OR PROPOSED

The company has not paid any dividends since the commencement of the financial year, and no dividends are proposed to be paid.

REVIEW OF OPERATIONS, LIKELY DEVELOPMENTS AND EXPECTED RESULTS

The company has not been able to dispose of the balance of its stock of set top boxes and the stock has now been completely written off (2002: \$186,191, 2001: \$456,734).

After investigation of the potential market for the commercialisation of the poster display system it was decided not to proceed with its development in Australia.

The company has concentrated on developing and marketing its digital movie system into hotels, motels and mining camps throughout Australia. In order to achieve its targets the company will need to raise additional capital in the range of \$500,000 to \$750,000.

2002
\$
2001
\$
Operating revenue 326,785 187,147
Operating loss (832, 515) (1,445,419)

ENVIRONMENTAL REGULATION AND PERFORMANCE

The company is not subject to any environmental regulations.

SHARE OPTIONS

Unissued shares

At the date of this report and at balance date, there were 29,000,000 unissued ordinary shares under options. Refer to note 12 of the financial statements for further details of the options outstanding.

There are no participating rights or entitlements inherent in the options to participate in any new issues of capital which may be offered to shareholders of the company from time to time prior to the expiry date of the options and they do not participate in any bonus issue of securities unless and until the options are exercised.

Shares issued as a result of the exercise of options

No options have been exercised either during the financial year or since the end of the financial year.

INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY

As at the date of this report the interests of the directors in the ordinary shares of the company were:

Ordinary Shares Options over Ordinary
Shares
L H Chapman 5,677,419 $\overline{\phantom{0}}$
P J Whyte 774.194 $\overline{\phantom{0}}$
G R O'Dea 66,000 $\overline{\phantom{a}}$

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

In November 2001, \$195,000 was raised by a placement of shares and in March 2002 a further \$529,000 was raised through the issue of shares and options to the public. These funds have been used in the acquisition of equipment and general working capital.

SIGNIFICANT EVENTS AFTER THE BALANCE DATE

No significant events have occurred since the balance date.

INTERESTS IN CONTRACTS OR PROPOSED CONTRACTS WITH THE COMPANY

During or since the end of the financial year, no director has had any interest in a contract or proposed contract with the company being an interest the nature of which has been declared by the director in accordance with Section $300(11)(d)$ of the Corporations Act 2001.

DIRECTORS' MEETINGS

During the year 13 directors' meetings were held. The number of meetings attended by each director was as follows:

No. of meetings held while
in office Meetings attended
P J Whyte 13
L H Chapman 13 13
A L Milner 6 6
M V Hogan 6
J Jansen
G R O'Dea

As at the date of this report, the company did not have an audit committee, as the directors believe the size of the company does not warrant its existence.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

During the financial year, the company has not paid any premiums in respect of a contract insuring any the directors of Ezenet Limited against a liability incurred in their role as directors of the company.

DIRECTORS' AND OTHER OFFICER'S EMOLUMENTS

The Board of Directors is responsible for determining and reviewing compensation arrangements for the directors. The Board periodically assesses the appropriateness of the nature and amount of emoluments of the directors.

DIRECTORS' AND OTHER OFFICER'S EMOLUMENTS (Cont'd)

Details of the nature and amount of each element of the emoluments of each director and the executive officer of the company are as follows:

Annual emoluments Long-term emoluments Total
Office Base Fee Other Super-
annuation
Other
\$ \$ \$ \$
LH Chapman * 137,000 10,000 147,000
AL Milner 6,666 6,666
MV Hogan 6,666 533 6,666
PJ Whyte 16,000 1,280 17,280
GR O'Dea 2,363 189 2,552

Emoluments of directors and executive officer

* LH Chapman is the only executive officer of the company.

No options have been granted over unissued shares in the company during and or since the end of the year to any director or officers of the company as part of their remuneration.

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the directors of the company support and have adhered to the principles of corporate governance.

The company's corporate governance statement is contained in the additional Australian Stock Exchange information section of this annual report.

Signed in accordance with a resolution of the directors

prima

L H Chapman Managing Director Perth, 26 September 2002

EU FRNST & YOUNG

INDEPENDENT AUDIT REPORT

To the members of Ezenet Limited

Scope

We have audited the financial report of Ezenet Limited for the financial year ended 30 June 2002, as set out on pages 7 to 26, including the Directors' Declaration. The company's 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 statutory requirements, so as to present a view which is consistent with our understanding of the company's financial position and performance as represented by the results of its operations and its cash flows.

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

Qualified Audit Opinion

In our opinion, the financial report of Ezenet 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 its 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 Continuation of Going Concern

Without qualification to the opinion expressed above, attention is draw to the following matter. As a result of the matters described in Note 1, there is uncertainty whether the entity will be able to continue as a going concern without securing additional funding and therefore whether it will be able to pay its debts as and when they fall due and realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

hst & Young En

J P Dowling Partner Perth Date: 27 September 2002

61 8 9429 2222 $\blacksquare$ Tel Fax 61 8 9429 2436

GPO Box M939 Perth WA 6843

EZENET LIMITED DIRECTORS' DECLARATION

In accordance with a resolution of the directors of Ezenet Limited, I state that:

  • $1)$ In the opinion of the directors:
  • the financial statements and notes of the company are in accordance with the Corporations Act $(a)$ 2001, including:
    • giving a true and fair view of the company's financial position as at $(i)$ 30 June 2002 and of it's performance for the year ended on that date; and
    • complying with Accounting Standards and Corporations Regulations 2001; and $(ii)$
  • $(b)$ subject to the matters referred to in note 1 to the financial statements "Going Concern Basis" 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

L H Chapman Managing Director Perth, 26 September 2002

EZENET LIMITED STATEMENT OF FINANCIAL PERFORMANCE
FOR YEAR ENDED 30 JUNE 2002

$\mathcal{L}_{\mathcal{L}}$

Notes 2002
\$
2001
\$
REVENUE FROM ORDINARY ACTIVITIES
Revenue from sales of goods 2(a) 172,833 14,061
Cost of sales (144, 229) (69, 118)
Gross profit (loss) 28,604 (55,057)
Other revenue 2(b) 153,952 174,198
EXPENSES FROM ORDINARY ACTIVITIES
Marketing expenses (165, 914) (78, 140)
Occupancy expenses (34, 912) (41,082)
Administrative expenses (349, 333) (682, 111)
Operating expenses 3 (464, 912) (763, 227)
ACTIVITIES
ORDINARY
FROM
LOSS
BEFORE INCOME TAX EXPENSE
(832, 515) (1,445,419)
RELATING
TO
TAX EXPENSE
INCOME
ORDINARY ACTIVITIES
4
NET LOSS 13 (832, 515) (1,445,419)
Basic loss per share (cents) 19 (2.8) (6.00)

The statement of financial performance should be read in conjunction with the accompanying notes.

ES DE MAR

  1. 法国家

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打印 计标准语言

EZENET LIMITED
STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2002

Notes 2002
S
2001
\$
CURRENT ASSETS
Cash assets 678,817 752,308
Receivables 5 54,162 4,668
Inventories 6 186,172
Other $\overline{7}$ 23,619 36,245
TOTAL CURRENT ASSETS 756,598 979,393
NON-CURRENT ASSETS
Plant and equipment
8 349,071 231,630
Intangible assets 9
TOTAL NON-CURRENT ASSETS 349,071 231,630
TOTAL ASSETS 1,105,669 1,211,023
CURRENT LIABILITIES
Payables
Provisions
10
11
135,461
11,137
125,983
8,044
TOTAL CURRENT LIABILITIES 146,598 134,027
TOTAL LIABILITIES 146,598 134,027
NET ASSETS 959,071 1,076,996
SHAREHOLDERS' EQUITY
Contributed equity
Reserves
12
13
4,352,957 3,667,367
Accumulated losses 13 29,000
(3,422,886)
(2,590,371)
TOTAL EQUITY 959,071 1,076,996

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

EZENET LIMITED
STATEMENT OF CASH FLOWS
FOR YEAR ENDED 30 JUNE 2002

Notes 2002
S
2001
\$
CASH FLOWS FROM OPERATING
ACTIVITIES 222,163 168,064
Receipts from customers
Payments to suppliers and employees
(842, 691) (975, 177)
Interest received 26,004 73,282
Goods and services tax received 34,475
NET CASH FLOWS FROM (USED IN)
OPERATING ACTIVITIES 14 (594, 524) (699, 356)
CASH FLOWS FROM INVESTING
ACTIVITIES
Payment for purchases of plant and equipment
(193, 557) (223, 819)
NET CASH FLOWS (USED IN)
INVESTING ACTIVITIES (193, 557) (223, 819)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issue of shares $\&$ options
724,000
Cost of raising share capital (9, 410)
NET CASH FLOWS FROM (USED IN)
FINANCING ACTIVITIES 714,590
NET INCREASE / (DECREASE) IN CASH (73, 491) (923, 175)
HELD
Opening cash brought forward 752,308 1,675,483
678,817 752,308
CLOSING CASH CARRIED FORWARD

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

在日本の中に キャンキ アール・コール しんかん しゅうしゅう しゅうしゅう しゅうしゅう

$1.$ SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of accounting

The financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001 which includes applicable Accounting Standards. Other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) have also been complied with.

The financial report has been prepared in accordance with the historical cost convention and does not take into account changing money values or, except where stated, current valuations of non current assets.

Going concern basis

The financial report has been prepared on the going concern basis. The ability of the company to pay its debts as and when they fall due is dependent on the successful development of the new business model which requires the securing of additional funds either by equity or borrowings. The directors are currently evaluating various options and sources of funding and on this basis believe the adoption of the going concern basis is justified. However, should sources of additional funding not become available the company may not be able to pay its debts as and when they fall due and may be required to realise assets and extinguish liabilities other than in the normal course of business and at amounts different from those stated in the financial statements.

Changes in accounting policies

The accounting policies adopted are consistent with those of the previous year except for the accounting policy with respect to earnings per share.

The company has adopted the revised Accounting Standard AASB 1027 "Earnings Per Share" and has for the first time, determined basic and diluted earnings per share in accordance with the revised standard. Basic earnings per share (EPS) was previously calculated by dividing the loss from ordinary activities after tax by the weighted average number of ordinary shares outstanding during the financial year. In accordance with the revised AASB 1027, basic EPS is now calculated as the net loss adjusted to exclude cost of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted EPS was previously determined by dividing the loss from ordinary activities after tax adjusted for the effect of earnings on potential ordinary shares, by the weighted average number of ordinary shares (both issued and potentially dilutive) outstanding during the financial year. In accordance with AASB 1027, diluted EPS is now calculated as net loss adjusted for:

  • Costs of servicing equity (other than dividends) and preference share dividends;
  • $\bullet$ The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and
  • Other non-discretionary changes in revenues or expenses during the period that would result from $\bullet$ the dilution of potential ordinary shares;

Divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

The revised policy has had no effect on the EPS calculations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) 1.

Cash and cash equivalents

Cash on hand and in banks and short-term deposits are stated at the lower of cost and net realisable value.

For the purpose of the Statement of Cash Flows, cash includes cash on hand and in banks, net of outstanding bank overdrafts.

Inventories

Inventories are valued at the lower of cost and net realisable value. The costs of bringing inventories to their present locations and condition are determined on a first-in-first-out basis.

Plant and equipment

Cost and valuation

Items of plant and equipment are brought to account at cost, less any accumulated depreciation.

Depreciation

Depreciation is provided on a reducing balance method on all plant and equipment from the time it is first used in the operations of the company.

Major depreciation periods are: 2002 2001
- Office equipment and fittings 2.5 to 5.0 years 2.5 to 5.0 years
- Equipment installed in hotels 4.0 years -
- Digital film library 4.0 years $\overline{\phantom{0}}$

Trade and other receivables

Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

Trade and other payables

Liabilities for trade creditors and other amounts are carried at cost, which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the company.

Share capital

Ordinary share capital is recognised at the fair value of the consideration received by the company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Intangibles

Licence agreement

The licence to distribute internet set top boxes was written off at 30 June 2001.

Trademarks

Costs of registering trademarks are written off as incurred.

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Sale of goods Control of goods has passed to the buyer.

Rendering of services

The control of a right to be compensated for services has been attained.

Interest

Control of a right to receive consideration for the provision of, or investment in, assets has been attained.

Income tax

Tax-effect accounting is applied using the liability method whereby income tax is regarded as an expense and is calculated on the accounting profit after allowing for permanent differences. To the extent timing differences occur between the time items are recognised in the financial statements and when items are taken into account in determining taxable income, the net related taxation benefit or liability, calculated at current rates, is disclosed as a future income tax benefit or a provision for deferred income tax. The net future income tax benefit relating to tax losses and timing differences is not carried forward as an asset as its realisation cannot be regarded as virtually certain.

The income tax benefit relating to tax losses is calculated using the 30% corporate tax rate which is applicable for the year ending 30 June 2002 and subsequent years.

Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except:

  • Where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
  • Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the Statement of Financial Position.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd) 1.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

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

Earnings per share

Basic EPS is calculated as net loss attributable to members, adjusted to exclude costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted EPS is calculated as net loss attributable to members, adjusted for:

  • costs of servicing equity (other than dividends) and preference share dividends;
  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that $\bullet$ have been recognised as expenses; and
  • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

Recoverable amount

Non-current assets are not carried at an amount above their recoverable amount and where carrying values exceed the recoverable amount assets are written down. In determining the recoverable amount, the expected net cash flows have not been discounted to their present value using a market determined risk adjusted discount rate.

Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight-line basis.

Foreign currencies

Transactions in foreign currencies are converted to local currency at the rate of exchange ruling at the date of the transaction.

Balances denominated in foreign currencies have been converted to local currency using rates of exchange ruling at the end of the financial year. All resulting exchange differences are brought to account in determining the net profit and loss for the financial year.

■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

2002
S
2001
\$
2.
REVENUE FROM ORDINARY
ACTIVITIES
(a) Revenue from sales
Revenue from sale of goods 172,833 14,061
Total revenue from sales 172,833 14,061
(b) Other revenue from ordinary activities
Revenue from sale of services 129,708 99,521
Interest received 24,595 73,282
Cancellation and service fees 283
Net foreign currency gain (351) 1,112
Total other revenue from ordinary activities 153,952 174,198
EXPENSES AND LOSSES
3.
Operating Expenses
Provision for write down of inventories 186,171 456,734
Amortisation of distribution licence 110,182
Depreciation on equipment and fittings 63,177 21,132
Provision for employee entitlements 3,093 8,044
Provision for doubtful debts 16,000 (12,500)
Operating lease rentals 19,192 20,280
Other expenses 177,279 159,355
464,912 763,227
2002
S
2001
$\mathbf S$
INCOME TAX
4.
The prima facie tax on the loss from ordinary
activities is reconciled to the income tax provided
in the accounts as follows:
Prima facie tax benefit on loss from ordinary
activities:
(249, 755) (491, 442)
Tax effect of permanent differences:
Trademarks written off 2,683
Amortisation of licences 37,462
Non allowable capital expenses 10,654
Entertainment 1,961 1,195
Income tax attributable to operating loss (237, 140) (450, 102)
Future income tax benefit not bought to account 237,140 450,102
Income tax expense attributable to ordinary
activities
Income tax losses
Future income tax benefit arising from tax losses at
30%, not bought to account at balance date as
realisation of the benefit is not regarded as
virtually certain 710,376 538,566
This future income tax benefit will only be
obtained if:
(a) future assessable income is derived of a nature
and of an amount sufficient to enable the
benefit to be realised;
(b) the conditions for deductibility imposed by tax
legislation continue to be complied with;

legislation continue to be complied with;
(c) no changes in tax legislation adversely affect
the company in realising the benefit

2002 2001
S \$
5.
RECEIVABLES (Current)
Debtors 82,662 17,168
Less: Provision for doubtful debts (28, 500) (12, 500)
54,162 4,668
INVENTORIES (Current)
6.
Finished goods at cost 792,999 792,999
Less: Provision for diminution in value (792, 999) (606, 827)
Total inventory at net realisable value 186,172
OTHER (Current)
7.
Other debtors 1,094 6,427
Prepayments 4,463 12,529
GST receivable 18,062 17,289
23,619 36,245
8.
PLANT AND EQUIPMENT
Office equipment and fittings at cost 104,554 79,348
Less: Provision for depreciation (45, 451) (25,097)
59,103 54,251
Plant and equipment at cost 249,870 154,732
Less: Provision for depreciation (42, 402)
207,468 154,732
Digital film library at cost 95,439 22,647
Less: Provision for amortisation (12, 939)
82,500
22,647
Total plant and equipment 349,071 231,630
Carrying amount at beginning of year 231,630 28,943
Additions 193,557 223,819
Disposals
Depreciation expense (76, 116) (21, 132)
349,071 231,630
2002
S
2001
$\mathbf S$
9. INTANGIBLES (Non-current)
Distribution licence at cost
Less: Provision for amortisation
110,182
(110, 182)
10. PAYABLES (Current)
Trade creditors and accruals
Other creditors
133,710
1,751
125,642
341
135,461 125,983
11. PROVISIONS (Current)
Employee entitlements 11,137 8,044
12. CONTRIBUTED EQUITY
Issued and paid up capital
34,900,000 ordinary shares
fully paid (2001: 26,000,000)
Less: capital raising costs
4,757,195
(404, 238)
4,062,195 (394, 828)
4,352,957 3,667,367
(b) Movements in shares on issue
2002 2001
Number of
shares
S Number of
shares
\$
Beginning of the financial year 26,000,000 3,667,367 26,000,000 3,667,367
Issued during the year
- public equity raisings
- less transaction costs
8,900,000 695,000
(9, 410)

34,900,000 4,352,957

26,000,000

3,667,367

End of the financial year

12. CONTRIBUTED EQUITY (Cont'd)

(c) Share Options

During the year there were 29,000,000 options exercisable at 10 cents per option from 18 December 2002 to 31 December 2002 and from 1 July 2003 to 31 July 2003, issued and outstanding at the end of the financial year.

2002 2001
- $\overline{\phantom{0}}$
29,000,000 $\overline{\phantom{a}}$
29,000,000 -

(d) Terms and conditions of contributed equity

Ordinary shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held.

Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company.

2002
S
2001
\$
ACCUMULATED LOSSES AND RESERVES
13.
Accumulated Losses
Balance at beginning of year (2,590,371) (1,144,952)
Loss for the year (832, 515) (1,445,419)
Balance at end of year (3,422,886) (2,590,371)
$\sim$
Option Reserve
Balance at beginning of year
Premium on 29,000,000 options
issued
during the year 29,000
Balance at end of year 29,000

The amount credited to the Option Reserve relates to the premium paid for options.

$\sim$

$\sim$

2002
\$
2001
\$
STATEMENT OF CASH FLOWS
14.
Reconciliation of the net loss to the net cash flows
from operations
Net loss (832,515) (1,445,419)
- Depreciation of plant and equipment 76,116 21,132
- Amortisation of licence fee 110,182
- Provision for diminution in value of inventories 186,171 456,734
- Provision for doubtful debts 16,000 (12,500)
Changes in assets and liabilities
- Trade receivables (65, 494) 65,141
- Other receivables 4,560 (21,083)
- Prepayments 8,066 22,598
- Inventories 57,544
- Trade and other creditors 9,479 38,271
- Employee entitlements 3,093 8,044
Net cash flows used in operating activities (594, 524) (699, 356)

No financing facilities have been arranged to date.

15. EXPENDITURE COMMITMENTS

Operating lease (non-cancellable)
- not later than one year 38.244 19,452
- later than one year and not later than five years 11,155 $\overline{\phantom{a}}$
Aggregate lease expenditure contracted for at
balance date 49.399 19.452

These commitments reflect the cost to the company for entering into a non-cancellable operating lease for premises occupied by the company until 14 October 2003.

SEGMENT INFORMATION 16.

Revenue is derived by the company from the information technology sector. The company operates predominantly within the one sector in Australia.

17. SUBSEQUENT EVENTS

There have been no specific events since 30 June 2002 which would have a material impact on the operations of the company.

18. ECONOMIC DEPENDENCY

The company does not have any economic dependency with any one client or group of clients.

19. EARNINGS PER SECURITY 2002 2001
(a) Basic loss per share (cents) (2.8) (6.0)

The following reflects the income (loss) and share data used in the calculations of basic and diluted earnings per share:

Net loss (832,515) (1,445,419)
Weighted average number of ordinary shares on issue
used in the calculation of basic earnings per share 29,911,233 26,00,000

There have been no conversions to, calls of, or subscriptions for ordinary shares or issues of potential ordinary shares since the reporting date and before the completion of this financial report.

20. REMUNERATION OF DIRECTORS 2002
S
2001
S
Income paid or payable, or otherwise made
available, in respect of the financial year, to all
directors of Ezenet Limited, directly or indirectly,
from the company or any related party 180,164 276,760
The number of directors whose remuneration (including
superannuation contributions) falls within the following bands:
\$0 \$9,999 4
\$10,000 \$19,999
\$30,000 \$39,999
\$40,000 \$49,999
\$140,000 \$149,999
\$150,000 \$159,999

$\sim$

$\sim 10$

In the opinion of the directors remuneration paid to directors is considered reasonable.

$\bar{\bar{z}}$

2002 2001
REMUNERATION OF EXECUTIVES
21.
\$ S
Remuneration received or due and receivable by
executive officers of the company whose
remuneration is \$100,000 or more, from the
company or any related party, in connection with the
management of the affairs of the company or any
related party, whether as an executive officer or
otherwise.
147,000 152,440
The company has one executive whose
whose remuneration falls within the following bands:
\$140,000 - \$149,999 1
\$150,000 - \$159,999 1
In the opinion of the directors remuneration paid to
the executive officer is considered reasonable. 2002
\$
2001
S
AUDITOR'S REMUNERATION
22.
Amounts received or due and receivable
by the auditors of Ezenet Limited for:
- an audit or review of the financial report
23,000 39,500
- other services 6,500 750
29,500 40,250
RELATED PARTY TRANSACTIONS
23.

The directors of Ezenet Limited during the financial year were: $(a)$

Shares held 2002 2001
PJ Whyte (Chairman) 774,194 774,194
LH Chapman (Managing Director) 5,677,419 5,677,419
AL Milner 530,645 2,600,645
MV Hogan 2,000,000 3,000,000
J Jansen
G R O'Dea 66,000

Changes in shareholdings arose from normal on market transactions.

$(b)$ No related party transactions occurred during the year:

\$19,150 was paid to P J Whyte for legal fees in the year ended 30 June 2001.

24.
RECONCILITATION OF NET LOSS
2002
S
2001
\$
Net loss as per preliminary final report (Appendix
4B)
784,015
Deposit written off and an additional provision
raised against debtors.
48,500
832,515

$\ddot{\phantom{a}}$

$25.$ FINANCIAL INSTRUMENTS

Terms, conditions and accounting policies $(a)$

The company's accounting policies, including the terms and conditions of each class of financial asset, financial liability and equity instrument, both recognised and unrecognised at the balance date, are as follows:

FINANCIAL
INSTRUMENTS
NOTES ACCOUNTING POLICIES TERMS AND
CONDITIONS
(i) FINANCIAL ASSETS
Cash at bank Cash on hand and cash in bank
are stated at the nominal value.
Cash is invested in bank
accepted commercial bills
for 30 to 90 day terms with
an effective rate of 4.85%.
Short-term deposits are held
in a call deposit account with
an effective interest rate of
4.40%.
Trade debtors 5 Trade debtors are recognised
and carried at original invoice
amount less provision for any
uncollectible debts. An
estimate for doubtful debts is
made when the collection of
the full amount is no longer
probable. Bad debts are
written off as incurred.
Credit sales are normally on
30 to 60 day terms.
Other debtors 7 Other debtors are recognised
and carried at the amount
receivable.
Other debtors are non-
interest bearing and are
normally received between
30 and 90 days.
(ii) FINANCIAL LIABILITIES
Trade creditors,
accruals and other
creditors
10 Liabilities are recognised for
amounts to be paid in the
future for goods and services
received, whether or not billed
to the company.
Trade liabilities are normally
settled on 30-day terms.
(iii) EQUITY
Ordinary shares 12 Ordinary share capital is
recognised at the fair value of
consideration received by the
company.
Details of shares issued
during the year and shares
outstanding at balance date
are set out in note 12.

FINANCIAL INSTRUMENTS (Cont'd) 25.

(b) Interest rate risk exposure

The company's exposure to interest rate risks and the effective interest rates of financial assets and financial liabilities, both recognised and unrecognised at balance date, are as follows:

Fixed interest rate maturing in:

TIVEN IMPORTANCE INTO THE INTERNATION
INSTRUMENT
FINANCIAL
INTEREST RATE
FLOATING
OR LESS
1 YEAR
OVER 1TO5
YEARS
5 YEARS
MORE
THAN
NON-INTEREST
BEARING
TOTAL INTEREST
RATE
2002
S
2001
Ø
2002
$\leftrightarrow$
$\frac{2001}{9}$ 2002
Ø
2001
$\leftrightarrow$
2002
$\bullet$
2001
$\boldsymbol{\varphi}$
2002
$\bullet$
2001
$\leftrightarrow$
$2002$
\$
2001
$\Theta$
$2002$ 2001
% %
FINANCIAL
ASSETS
Cash 253,617 102,108 425,000 650,000 ı 200 200 678,817 752,308 4.62 4.75
Receivables-
trade ı I, 54,162 4,668 54,162 4,668
Other debtors ī 1,094 6,427 1,094 6,427
Total Financial
Assets 253,617 102,108 425,000 650,000 I J ı ı 55,456 11,295 734,073 763,403
LIABILITIES
(ii) FINANCIAL
Trade creditors,
accruals and
other creditors ı ı ı ı 135,461 125,983 135,461 125,983
Total Financial

125,983

135,461

125,983

135,461

$\mathbf{I}$

Liabilities

$25.$ FINANCIAL INSTRUMENTS (Cont'd)

Net fair values of financial assets and liabilities $(c)$

The aggregate net fair values of financial assets and financial liabilities. both recognised and unrecognised, at balance date, are as follows:

CARRYING AMOUNT AGGREGATE NET FAIR
VALUE
2002 2001 2002 2001
\$ \$ \$ \$
FINANCIAL ASSET
Cash 678,817 752,308 678,817 752,308
Debtors 54,162 4,668 54,162 4,668
Other debtors 1,094 6,427 1,094 6,427
Total financial assets 734,073 763,403 734,073 763,403
FINANCIAL LIABILITIES
Trade creditors and accruals and
other creditors 135,461 125,983 135,461 125,983

The following methods and assumptions are used to determine the net fair values of financial assets and liabilities

Cash and cash equivalent: The carrying amount approximates fair value because of their short-term to maturity.

Receivables and payables: The carrying amount approximates fair value.

Credit Risk Exposures $(d)$

The company's maximum exposure to credit risk at balance date in relation to each class of recognised financial assets is the carrying amount of those assets as indicated in the balance sheet.

EZENET LIMITED CORPORATE GOVERNANCE STATEMENT 30 JUNE 2002

The board of directors of Ezenet Limited is responsible for the corporate governance of the company. Its purpose is to guide and monitor the business and affairs of Ezenet Limited on behalf of the shareholders by whom the board was elected and to whom it is accountable.

To ensure the board can discharge its responsibilities it has adopted the following guidelines for the nomination and selection of directors and for the operation of the board.

Composition of the Board

The composition of the board is determined in accordance with the following principles and guidelines:

  • The board should comprise of at least three directors and should maintain a majority of nonexecutive directors:
  • The chairperson should be a non-executive director;
  • The board should comprise directors with an appropriate range of qualifications and expertise; and
  • The board shall meet as and when required but at least twelve times per year and follow usual meeting procedures and guidelines to ensure directors are made aware of and have necessary information to participate in informed discussions of agenda items.

The directors in office at the date of this report are:

PJ Whyte Chairman, Non-Executive Director
LH Chapman Executive Director
GR O'Dea Non-Executive Director

$\mathcal{L}$

The company's constitution requires that one third of the directors, other than a director who is a managing director retire by rotation and may stand for re-election at each annual general meeting of the company.

The board has the power to appoint any person as a director, either to fill a casual vacancy or as an addition to the board, but that person only holds office until the next annual general meeting.

Remuneration Committee

The board has not established a remuneration committee in view of the size of the company and all executives have service agreements, which prescribe remuneration reviews by the board.

Audit Committee

Given the size of the company's operations, no formal audit committee is warranted. However, formal meetings are held between all the directors and the external auditor to discuss the findings of the half-year review and the year-end audit.

Internal Control

The company's financial management procedures provide for the separation of functional responsibilities for purchasing, invoicing and payment processes.

The company has set specific levels of authority for approval of capital expenditure between the managing director and the board.

EZENET LIMITED CORPORATE GOVERNANCE STATEMENT (Cont'd) 30 JUNE 2002

Board Responsibilities

As the board acts on behalf of and its accountable to shareholders, the board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations. In addition, the board is responsible for identifying areas of significant business risk and ensuring arrangements are in place to manage those risks.

The responsibility for the operation and administration of the company is delegated by the board to the managing director and company management staff.

The board is responsible for ensuring that management objectives and activities are in accordance with the policies and expectations set by them. The board has a number of mechanisms in place to ensure this is achieved including:

  • board approval of the strategic business plan;
  • board monitoring of performance indicators; and
  • procedures to allow directors, in the performance of their duties, to seek independent professional advice at the company's expense.

Monitoring of the Board's Performance and Communication to Shareholders

The board of directors aims to ensure that shareholders are informed of all information necessary to assess the performance of the directors. Information is communicated to shareholders through:

  • the annual report which is distributed to all shareholders;
  • the half-yearly report circulated to the Australian Stock Exchange Limited and the Australian Securities Investment Commission; and
  • the annual general meeting and other meetings so called to obtain approval of board action as appropriate.

EZENET LIMITED ASX ADDITIONAL INFORMATION 30 JUNE 2002

Additional information required by the Australian Stock Exchange Ltd and not disclosed elsewhere in this report is as follows. The information is current as at 24 September 2002.

Ordinary Shares
Range Names of 20 largest shareholders Fully paid
No of
holders
No. of
shares held
% held No. of
shares in
escrow
100,001 Marketlane Pty Ltd $\mathbf{1}$ 5,677,419 16.27
or more Wakeford Holdings Pty Ltd 1 3,975,000 11.39
Greywood Holdings Pty Ltd $\mathbf{I}$ 1,854,645 5.32
Seaward Holdings Pty Ltd 1 1,550,000 4.44
G Ngadino 1 859,718 2.46
Amhurst Management Corporation Pty
Ltd
1 774,194 2.22
Gybson Pty Ltd 1 468,455 1.34
Walsec Pty Ltd 1 400,000 1.15
Tovela Pty Ltd 386,994 1.11
The Old Brewery Company Pty Ltd 356,452 1.02
W M & M Day 354,000 1.01
North City Holdings Pty Ltd 350,862 1.01
G M Cottle 1 350,000 1.00
Rene Investments Pty Ltd 345,161 0.99
Grandi Pty Ltd 300,000 0.86
Nicholls Nominees Pty Ltd 300,000 0.86
Jorach Pty Ltd 298,000 0.85
Rbevo Pty Ltd 250,000 0.72
Penryth Pty Ltd 210,161 0.60
Ramaree Pty Ltd 203,732 0.58
Various 25 4,012,556 11.50
10,001 45 23,277,349 66.70 Nil
100,000 Various 243 8,765,428 25.11 Nil
$5,001 -$ Various 170 1,512,749 4.33
10,000
1,001
5000
Various 403 1,236,221 3.54
1
1,000
Various 138 108,253 0.32
Total 999 34,900,000 100.00 Nil

(a) Statement of shareholdings

EZENET LIMITED
ASX ADDITIONAL INFORMATION (Cont'd)
30 JUNE 2002

(b) Statement of optionholdings

Options
Range Names of 20 largest optionholders
No of Holders No of Options
Held
% Held
100,001 Pine Valley Enterprises Pty Ltd $\mathbf{1}$ 6,140,000 21.17
or more Greywood Holdings Pty Ltd 1 4,200,000 14.48
Wakeford Holdings Pty Ltd 1 3,390,000 11.69
R M J Skidmore $\mathbf{1}$ 2,000,000 6.90
Scawbasch Investments Pty Ltd
& Gybson Pty Ltd $\mathbf{1}$ 1,500,000 5.17
Gremar Pty Ltd 1 1,200,000 4.14
Jorach Pty Ltd 1,148,000 3.96
Pentode Pty Ltd 800,000 2.76
Tovela Pty Ltd 700,000 2.41
W M & M Day 500,000 1.72
MF & K R O'Halloran 400,000 1.38
J L Andreou 350,000 1.21
M F O'Halloran 300,000 1.03
R J Steele 300,000 1.03
Kahl Nominees Pty Ltd 293,848 1.01
S J Walsh 248,967 0.86
Aintree Holdings Pty Ltd 200,000 0.69
L Beer 200,000 0.69
Hamson Discount Co Pty Ltd 1 200,000 0.69
A. Hewett 1 200,000 0.69
Various 12 1,868,970 6.46
32 26,139,785 90.14
$10,001-$
100,000 Various 48 2,856,750 9.85
$5,001 -$
10,000 Nil Nil
$1,001 -$
5,000 Various $\mathbf{1}$ 3,465 0.01
$1 - 1000$
Nil Nil
Total 81 29,000,000 100.00

$\ddot{\psi}$

(c) Voting Rights

All ordinary shares carry one vote per share without restriction.

EZENET LIMITED ASX ADDITIONAL INFORMATION (Cont'd) 30 JUNE 2002

(d) Restricted Securities

There are no shares held in escrow.

(e) Market buy-back

There is no current on-market buy-back of shares.

(f) Use of Funds

In the time between admission to the ASX and the balance date, the company used the cash that it had at the time of admission in a way that was consistent with its business objectives as set out in its prospectus. Also refer to review of operations in the directors' report.

(g) Marketable Parcels

Number of holders of less than a marketable parcel of ordinary shares 461 (2001: 843). Number of holders of less than a marketable parcel of options 1 (2001: Nil)

Substantial Shareholders

Beneficial Owner No of Shares
Marketlane Pty Ltd 5,677,419
Wakeford Holdings Pty Ltd 3.975.000

÷.