ORCODA LIMITED — Annual Report 2003

Sep 25, 2003

HOLDINGS LIMITED

ACN 009 065 650

Suite 3, 614 Newcastle Street LEEDERVILLE WA 6007 Telephone: (08) 9228 1199 E-mail: smarttrans@smarttrans.com.au

PO Box 334 LEEDERVILLE WA 6903 Facsimile: (08) 9228 2299 Website: www.smarttrans.com.au

FACSIMILE TRANSMISSION

TO: COMPANY ANNOUNCEMENTS OFFICE

FROM: JAMES LAURIE

FAX NO: 1900 999 279

• SUBJECT: List Pay Schedule - SmartTrans Ltd
• DATE: 26 September, 2003
• No. of Pages: 29 (including this page)

Please find attached the Annual Report for the period ending 30^th June 2003 for immediate release.

Caus Caure

JAMES LAURIE Director

This message is intended only for the use of the individual or entity to which it is addressed and may contain information that is confidential and privileged. If you are not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone and destroy the original message.

SmartTrans Holdings Limited

2003 Annual Report

TABLE OF CONTENTS

Chairman's Report
Directors' Report
Independent Audit Report
Directors' Declaration
Statements of Financial Performance
Statements of Financial Position
Statements of Cash Flows
Notes to Financial Statements
Corporate Governance
Shareholder Information
Summary of Mining Tenements

CORPORATE DIRECTORY

Directors

John P C FORSYTH James P LAURIE

Andrew D FORSYTH

Chairman Executive Director BSc, MAusIMM, FAICD Non-Executive Director Llb

Company Secretary

John W MILLARD

Senior Management

James P LAURIE

Director - Resources Projects

Registered Office

Suite 3, First Floor 614 Newcastle Street Leederville WA 6007

Head Office

Suite 3, First Floor 614 Newcastle St LEEDERVILLE WA 6007 Telephone: (61-8) 9228 1199 $(61-8)$ 9228 2299 Facsimile:

email:	smarttrans@smarttrans.com.au
Homepage:	www.smarttrans.com.au

Auditors

RSM Bird Cameron Partners 8 St Georges Terrace PERTH WA 6000

Bankers

Westpac Banking Corporation 273 George Street SYDNEY NSW 2000

Solicitors

Deacons Level 2, 1 Alfred Street Circular Quay SYDNEY NSW 2000

Securities Quoted

Australian Stock Exchange Limited Home Exchange -Australian Stock Exchange (Perth) Limited

Share Registry

Computershare Registry Services Level 2, Reserve Bank Building 45 St Georges Terrace PERTH WA 6000

Telephone:	$(61-8)$ 9323 2000
Facsimile:	$(61-8)$ 9323 2033

CHAIRMAN'S REPORT

EXPLORATION PROJECTS

Marlborough Project

The Company and its joint venture partner, Marlborough Resources NL, has two third party joint ventures in the Marlborough Project. At Waitara, Midas Resources Ltd (Midas) is earning 51% in five tenements and at Mount Mackenzie Jeteld Pty Ltd (Jeteld) is earning 47% in two tenements.

Under the management of SmartTrans, Jeteld commenced exploration at Mount Mackenzie in September 2002 with a deep Induced Polarization (IP) survey over the western flank of Mount Mackenzie. This survey indicated the presence of a large body of sulphide-rich material (in excess of one kilometre in diameter) below the barren cover rocks with zones of high IP response and coincident low Resitivity values. These anomalies are typically good indicators of the presence of sulphides and possibly gold mineralisation.

Drilling of these anomalies only encountered low gold grades (maximum value 0.3 g/t) however several important pointers to economic mineralisation have now been identified and these have strengthened the interpretation of the presence of a very large high sulphidation system of mineralisation on the western flank of Mount Mackenzie.

This change in focus from a small epithermal gold target to a larger high-sulphidation porphyry-related target has been an important development and further drilling is planned.

Jeteld spent \$392,000 during the year and is expected to complete the first phase of the joint venture by increasing this expenditure to $$500,000$ in the $2003 - 2004$ year.

At Waitara, at the northern end of the Connors Arch, Midas has completed Stage Two of the exploration program commenced in June 2003. This program involved the completion of a 1.5km x 2km pole-dipole IP survey over the prospect that is part of the Hamilton Park porphyry system. Data was acquired on lines spaced 200m apart and this detailed "state of the art" survey will allow three-dimensional modelling of any resulting IP anomaly. Preliminary results have indicated the presence of two IP anomalies that warrant RC drilling follow-up. One of the anomalies is coincident with the southern portion of the "Twin Peaks" prospect magnetic anomaly. The second anomaly is located 1.5km west of the "Twin Peaks" prospect and is coincident with a remanently magnetised anomaly.

In addition to this survey, exploration included soil and rock chip sampling combined with detailed geological mapping at the "Vein 366", "Waitara Epithermal" and "Six Mile Creek" prospects.

Stage Three of the exploration program is scheduled to commence in early August with costeaning and approximately 1000m of RC drilling to follow up the two targets located during the ground IP survey and to test the "Six Mile Creek" prospect at depth. Costeaning is planned for the "Vein 366" and the "Waitara East" prospects.

Riversleigh Base Metals Project

Three regional geophysical targets and a galena outcrop near the "Grevillea" prospect were tested by Reverse Circulation drilling. No economic-grade lead and zinc mineralisation was found at these targets.

BHP Billiton indicated its preference to pursue other targets and withdrew from the joint venture in April 2003.

SmartTrans believes that the "Grevillea" and "Grevillea West" prospects have the potential to host a significant zinc-lead-silver deposit and is seeking a new like-minded Joint Venture partner to participate in further exploration of "Grevillea West" and the various other base metal prospects on its extensive tenement holdings in the Lawn Hill region.

VEHICLE ROUTE OPTIMISATION AND TRACKING SUBSIDIARY

Despite significant losses, the Company believes it is finally beginning to see the benefits which will flow from its investment and is developing a more comprehensive range of products for its customers.

A number of significant new customers were signed up early in the 2003 - 2004 financial year and recurring revenue is starting to build up. The Company has decided to invest in a product development program which will improve both the products available to customers and the efficiency at which they operate.

Several features, including real-time route tracking, a vehicle location and messaging system and voice and data messaging services, have already been added to the existing routeoptimisation system.

My thanks go to our team of dedicated and loyal staff who have worked extremely hard during the year.

John Forsyth Chairman

26 September 2003

DIRECTORS' REPORT

Your Directors present their report on the economic entity consisting of SmartTrans Holdings Limited and the entity it controls at the end of and during the year ended 30 June 2003.

Directors

The Directors' names and qualifications during the financial year and up to the date of this report are:

John P C Forsyth James P Laurie B Sc, MAusIMM, FAICD Andrew D Forsyth Lib

John P C Forsyth - Chairman

Chairman of Directors of the Dymocks Group of Companies, Airservices Australia, SmartTrans Ltd, Tandragee Pty Limited, Coolgardie Units Pty Limited and Jamajon Pty Ltd.

James P Laurie - Director-Resources Projects

Director and geologist with over twenty years in mining and exploration for gold and base metals. Also a director of SmartTrans Limited.

Andrew D Forsyth

Solicitor and partner of the firm Deacons. Also a Director of Dymocks Group of Companies, SmartTrans Limited, Tandragee Pty Limited, Coolgardie Units Pty Limited and Jamajon Pty Ltd.

Dividends

There were no dividends declared or paid during the course of the financial year and no dividend is recommended.

Principal Activities

The principal activities of the Company during the year were mineral exploration and an investment in a vehicle route optimisation and tracking company.

Operating Results

The consolidated operating loss of the economic entity amounted to \$1,361,944 (2002: \$1,432,553 loss).

Likely Developments and Results

The likely developments of the economic entity for subsequent years will depend upon exploration success at all or any of its projects and the success of the vehicle route optimisation and tracking business.

Environmental Regulation

The Company is committed to environmental care and aims to carry out its activities in an environmentally-responsible and scientifically-sound way. In performing exploration activities, some disturbance of the land in the creation of tracks, drill rig pads, sumps and the clearing of vegetation occurs. These activities have been managed in a way that reduces environmental impact to a practical minimum. Rehabilitation of any land disturbance commences as soon as exploration activity in an area has been completed.

The Company has, as far as the Directors are aware, complied with all statutory requirements relating to its exploration activities.

Directors' and Executives' Emoluments

Executive

- -	Salar v	Directors Fees	Super- Annuation	Non-cash Benefits	Total
J Laurie	84.240	-	160 - פ ----	-	.400 - 07

Non Executive

	Salary	Director's	Super-	Non-cash	Total
		Fees	Annuation	Benefits
A Forsyth-	----	20,000			20,000
Forsyth	Refer note $22(b)$

DIRECTORS' REPORT (CONT.)

Directors' and Executives' Emoluments (Cont.)

Chairman

The services of the Chairman are provided by Dymocks Pty Ltd under an agreement made between the Company and Dymocks Pty Ltd, the details of which are disclosed in Note 22(b), confirmed by the Board at a meeting held on November $22$ , 1990. The level of the remuneration covers fees, contribution to motor vehicle expenses, contribution to office accommodation and secretarial assistance, telephone and other expenses and was recommended to the Board by the then Chief Executive Officer with the benefit of research into published information.

Senior Executives including Executive Directors

The remuneration for senior executives (including Executive Directors) is set by the Chairman and the Board with the benefit, where considered necessary, of external advice.

Non-Executive Directors

Directors' fees for Non-Executive Directors are fixed by the Company each year at its Annual General Meeting on the recommendation of the Chairman which is made with the benefit of research into published information as to the level of Directors' fees payable to Non-Executive Directors of comparable companies.

Insurance of Officers

During the financial year, SmartTrans Holdings Ltd paid a premium of \$35,501 to insure all Directors and Officers of the economic entity for all liabilities and costs relating to any claim made against them arising out of their conduct whilst acting as a Director or Officer of the economic entity, other than conduct involving a wilful breach of duty in relation to the economic entity.

Meetings of Directors

The following table sets out the number of meetings of the Company's Directors during the year ended 30 June 2003 and the number of meetings attended by each Director:

Number of meetings held: 12

Number of meetings attended by:

	No. of meetings Held whilst Director	No. of Meetings
John P C Forsyth	12	Attended
James P Laurie	12	11 12
Andrew D Forsyth	12	12

Corporate Governance

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of SmartTrans Holdings Limited support and have adhered to the principles of corporate governance. The Company's statement of corporate governance practice is included in this Annual Report.

Proceedings on Behalf of Company

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

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

DIRECTORS' REPORT (Cont.)

Directors' Interest in Shares

Director		Relevant interest in fully paid ordinary shares
	No. of Shares	Held by
John P C Forsyth	3.214 25,912,571 12,848,867	JP C Forsyth Dymocks Pty Ltd Tandragee Pty Ltd*
	9,442,098 15,573,736 63,780,486	Coolgardie Units Pty Ltd Jamajon Pty Ltd

The relevant interest arises because of:

Beneficial ownership m.

Control of shareholder within meaning of Corporations Act 2001

Andrew D Forsyth	4,407,132	A D Forsyth*
	12,848.867	Tandragee Pty Ltd**
	9,442,098	Coolgardie Units Pty Ltd**
	26,698,097

The relevant interest arises because of:

• Beneficial ownership $\ddot{}$
• Control of shareholder within meaning of Corporations Act 2001

James P Laurie

42,857 JP Laurie* The relevant interest arises because of beneficial ownership

Signed in accordance with a resolution of the Board of Directors.

auee aurie

J P LAURIE Director Perth, Western Australia

Dated this 26th day of September 2003

RSM Bird Cameron Partners

Chartered Accountants

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Penn WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au

INDEPENDENT AUDIT REPORT

TO THE MEMBERS OF

SMARTTRANS HOLDINGS LIMITED

Scope

We have audited the financial report of SmartTrans Holdings Limited and controlled entities for the financial year ended 30 June 2003 as set out on pages 7 to 22.

The financial report includes the consolidated financial statements of the consolidated entity comprising the Company and the entities it controlled at the year's end or from time to time during the financial year. The Company's directors are responsible for the financial report. We have conducted an independent audit of this 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 as to 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 as to whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards, other mandatory professional reporting requirements in Australia and statutory requirements so as to present a view which is consistent with our understanding of the Company's and the consolidated entity's financial position and performance as represented by the results of their operations and their cash flows.

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

Qualification

As discussed in Notes 1(c) and 10 to the financial statements, the Company and the consolidated entity have investments of \$3,755,364 (2002: \$3,047,728) and \$1,220,745 (2002: \$1,309,887) respectively, in a route optimisation system. AASB 1010 states that non-current assets shall not be carried in the financial statements at a value in excess of their recoverable amount. The recovery of the carrying value of these investments is dependent upon the continued successful development and commercialisation of the route optimisation system or realisation by sale. The financial statements do not include any adjustments to the carrying value of these investments that might result from the outcome of this uncertainty.

'Liability is limited by the Accountants' Scheme pursuant to the NSW Professional Standards Act 1994'

$-5-$

Major Offices In: Perth, Sydney, Melbourne, Adelaide and Canberra ABN 36 965 185 036

RSM Bird Cameron Partners is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms.

Qualified Audit Opinion

In our opinion, except for the effect of such adjustments, if any, as might have been required had the outcome of the matter referred to in the preceding qualification paragraph been known, the financial report of the Company is in accordance with:

• the Corporations Act 2001, including: $(a)$
• giving a true and fair view of the Company's and consolidated entity's financial $\circ$ position as at 30 June 2003 and of their performance for the financial year ended
• complying with Accounting Standards in Australia and the Corporations $(i)$ Regulations 2001; and
• other mandatory professional reporting requirements in Australia. $(b)$

RSM Bird Cameron Partners

RSM BIRD CAMERON PARTNERS Chartered Accountants

ruulii

SCCUBITT Partner

Perth, WA
Dated: 26 September 2003

$-6 -$

SMARTIRANS HOLDINGS LTD AND CONTROLLED ENTITY 2003 ANNUAL REPORT

DIRECTORS' DECLARATION

The Directors of the Company declare that the financial statements and notes set out in pages 8 to 22:

• (a) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
• (b) give a true and fair view of the Company's and economic entity's financial position as at 30 June 2003 and of their performance, as represented by their results of their operations and their cash flows, for the financial year ended on that date.

In the Directors' opinion:

• (a) the financial statements and the notes are in accordance with the Corporations Act 2001;
• (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

Toues Caurie.

J P LAURIE Director

Perth, Western Australia

Dated this 26th day September, 2003

STATEMENT OF FINANCIAL PERFORMANCE

For the year ended 30 June 2003

			Consolidated	Company
	NOTE	2003	2002	2003	2002
		5	s	s.	\$
Revenues from ordinary activities	2	481,714	824,774	284,337	355,518
Borrowing costs expense		(1, 395)	(2,553)		(639)
Employee Benefits Expense		(877, 635)	(1,071,530)	(240, 488)	(331, 218)
Depreciation and Amortisation Expense		(166, 663)	(178,978)	(8,457)	(40, 301)
Management and Administration Services Expense	22(b)	(240,000)	(240,000)	(240,000)	(240,000)
Other expenses from ordinary activities		(557, 965)	(764, 266)	(230, 326)	(333,092)
Loss from ordinary activities before income tax expense		(1,361,944)	(1,432,553)	(434, 434)	(589, 732)
Income tax expense	4
Net loss from ordinary activities after income tax expense	3	(1,361,944)	(1, 432, 553)	(434, 434)	(589, 732)
Net loss attributable to outside equity interests
Net loss attributable to members of the parent entity	19	(1,361,944)	(1,432,553)	(434, 434)	(589, 732)
Basic earnings per share (cents)	23	(0.71)	(0.75)
Diluted earnings per share (cents)	23	(0.71)	(0.75)

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

STATEMENT OF FINANCIAL POSITION

As at 30 June 2003

	Consolidated		Company
	NOTE	2003 £	2002 \$	2003 5	2002 s
Current Assets
Cash assets
Receivables	5	2,286,956	3,507,423	2,290,331	3,481,937
Tax asset	6 7	51,185	142,614	22,670	35,590
		14,114	2,256	4,001	758
Total Current Assets		2,352,255	3,652,293	2,317,002	3,518,285
Non-Current Assets
Receivables	9	10,600	10,600
Inventories	8	36,379	36,379	2,538,585 36,379	1,829,603
Other financial assets	10			1,295,167	36,379
Property, plant and equipment	11	773,356	856,104	197,321	1,295,167 204,335
Exploration, evaluation and development costs	12	4,501,052	4,466,103	4,501,052	4,466,103
Intangibles	13	754,128	798,628		۰
Total Non-Current Assets		6,075,515	6,167,814	8,568,504	7,831,587
TOTAL ASSETS		8,427,770	9,820,107	10,885,506	11,349,872
Current Liabilities
Payables	4	109,376	108,318	19,881	22,011
Interest bearing liabilities	15	9,028	16,055	à.
Tax liability	16	8,332	10,408	8,332	10,408
Provisions	17	324,869	347,217	290,874	316,600
TOTAL LIABILITIES		451,605	481,998	319,087	349,019
NET ASSETS		7,976,165	9,338,109	10,566,419	11,000,853
Equity
Contributing equity	18	49,130,498	49,130,498	49,130,498
Accumulated losses	19	(41, 154, 333)	(39, 792, 389)	(38, 564, 079)	49,130,498
TOTAL EQUITY		7,976,165	9,338.109	10,566,419	(38, 129, 645)
					11,000,853

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

$\mathcal{L}_{\mathbf{a}}$

STATEMENT OF CASH FLOWS

For the year ended 30 June 2003

		Consolidated		Company
	NOTE	2003 \$	2002 S	2003	2002
Cash Flows from Operating Activities				s	\$
Receipts from customers
Payments to suppliers and employees		300,039	495,038	33,455	30,000
Exploration and evaluation expenditure		(1,613,105)	(2,124,545)	(654, 885)	(856, 583)
Interest received		(488, 413)	(322, 571)	(488, 413)	(322, 571)
Interest and other costs of finance		125,605	181,486	125,418	181,186
		(1, 395)	(2,553)		(639)
Net cash used in Operating Activities	$2\sigma$	(1,677,269)	(1,773,145)	(984, 425)	(968, 607)
Cash Flows from Investing Activities
Payments for plant and equipment		(12, 451)
Proceeds from sale of plant and equipment		3,378	(87,335)	(1,577)	(3,180)
Payments for software development		(27,098)	26,933	3,378	23,045
Loans to controlled entities			(104, 841)
				(708, 982)	(990, 270)
Net cash used in Investing Activities		(36,171)	(165, 243)	(707, 181)	(970, 405)
Cash Flows from Financing Activities
Proceeds from joint venture partner		500,000	515,000
Repayment of borrowings		(7, 027)	(11, 945)	500,000	515,500
					(6,135)
Net cash provided by/ (used in) Financing Activities		492,973	503,055	500,000	508,865
Net decrease in eash held		(1, 220, 467)	(1,435,333)	(1, 191, 606)
Cash at the beginning of the financial year		3,507,423	4,942,756	3,481,937	(1,430,147) 4,912,084
Cash at the end of the financial year	5	2,286,956	3,507,423	2,290,331	3,481,937

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

For the year ended 30 June 2003

NOTE 1 : STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

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

The financial report covers the economic entity of SmartTrans Holdings Limited and controlled entities and SmartTrans Holdings Limited as an individual parent entity. SmartTrans Holdings Limited is a listed public company, incorporated and domiciled in Australia.

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

The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated

(a) Principles of consolidation

The consolidated financial report incorporates the assets and Itabilities of all entities controlled by SmartTrans Holdings Ltd as at 30 June 2003 and the results of its controlled entities for the year then ended. Control exists where SmartTrans Holdings Ltd has the capacity to dominate the decision making in relation to the financial and operating policies of another entity so that the other entity operates with SmartTrans Holdings Ltd to achieve the objectives of SmartTrans Holdings Ltd.

SmartTrans Holdings Ltd and its controlled entities together are referred to in this financial report as the economic entity. The effects of all inter-company balances and transactions between entities in the economic entity including any unrealised profits or losses have been eliminated in full.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included from the date control was obtained or until the date control ceased. Outside interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(b) Income tax

The Company adopts the liability method of tax effect accounting, whereby the income tax expense shown in Statement of Financial Performance is based on the operating profit before tax adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

Future income tax benefits relating to tax losses is not carried forward unless the benefit is virtually certain of realisation. Income tax on cumulative timing differences are set aside to the deferred income tax or the future income tax accounts at the rates which are expected to apply when those timing differences reverse.

(c) Recoverable amount of non-current assets

The recoverable amount of an asset is the net amount expected to be recovered through the cash inflows and outflows arising from its continued use or subsequent disposal.

Non-current assets are not revalued to an amount above their recoverable amount and where carrying values exceed this reasonable amount, assets are written down to their recoverable amount. In determining recoverable amount, the expected net cash flows have not been discounted to their present value.

The consolidated financial statements have been prepared taking into account the Directors' current assessment of the prospects for successful development and commercialisation of the economic entity's route optimisation system. Recoverability of the economic entity's recorded amounts for non-current assets depends on future events which involve risks and uncertainties.

These events include consumer acceptance of the route optimisation system and achievement of the economic entity's business forecasts. The Directors have carefully considered the above factors. At this time the Directors are of the view that the outlook for continued successful development and commercialisation of the economic entity's technologies is positive and that the recorded amounts of the economic entity's non-current assets are not stated in excess of their recoverable The Directors will continue to regularly monitor amounts. progress against plans and, where necessary, any required writedowns in the carrying value of these assets will be made.

The expected net cash flows included in determining recoverable amounts of non-current assets are discounted to their present values using a market-determined, risk-adjusted discount rate.

(d) Property, plant and equipment

Property, plant and equipment and each class thereof, are measured on the cost basis.

Depreciable non-current assets, other than freehold land, are depreciated over their expected useful lives to the economic entity, using the straight line method. Estimates of remaining useful lives are made on a regular basis for all assets, with annual reassessments for major items.

The expected useful lives are as follows: Buildings: 40 years Plant and equipment : 5 to 15 years

For the year ended 30 June 2003 (Cont.)

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

(e) Exploration, evaluation and development expenditure

Exploration, evaluation and development expenditure is accumulated in respect of each identifiable area of interest. The expenditure relating to an area of interest is carried forward provided the rights to tenure of the area of interest are current, and provided further that either:-

(i) it is expected that the expenditure will be recovered through successful development and exploitation of the area of interest, or alternatively by its sale, or

(ii) exploration and/or evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation, to the area are continuing.

Accumulated expenditure in relation to an abandoned area is written off in full against profit in the year in which the decision to abandon the area is made.

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward expendíture in relation to an area of interest.

(f) Joint ventures

The proportionate interests in the assets, liabilities and expenses of joint venture operation have been incorporated in the financial statements under the appropriate headings.

(g) Intangibles

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business or for a ownership interest in a controlled entity exceeds the fair value attributed to its net assets at date of acquisition. Both purchase goodwill and goodwill on consolidation are amortised on a straight line basis over the period of 20 years. The balances are reviewed annually and any balance representing future benefits for which the realisation is considered to be no longer probable are written off.

(h) Employee benefits

Provision is made for the Company's liability for employee entitlements arising from services rendered by employees to balance date. Employee entitlements expected to be settled within one year together with entitlements arising from wages and salaries, annual leave and sick leave which will be settled after one year, have been measured at their nominal amount. Other employee entitlements payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements.

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

(i) Earnings per share

Basic carnings per share is determined by dividing the operating loss after income tax attributable to members of SmartTrans Holdings Ltd by the weighted average number of ordinary shares outstanding during the financial year.

Diluted earnings per share adjusts the figures used in the determination of basic carnings per share by taking into account amounts unpaid on ordinary shares.

(j) Web site costs

Costs in relation to web sites controlled by a controlled entity are charged as expenses in the period in which they are incurred unless they relate to the acquisition of an asset, in which case they are capitalised and amortised over their period of expected benefit. Generally, costs in relation to feasibility studies during the planning phase of a web site, and ongoing cost of maintenance duting the operating phase are considered to be expenses. Costs incurred in building or enhancing a web site, to the extent that they represent probable future economic benefits controlled by the controlled entity that can be reliably measured, are capitalised as an asset and amortised over the period of the expected benefits which vary from 2 to 5 years.

(k) Cash

For the purpose of the statement of cash flows, cash includes deposits at call with banks or financial institutions which are readily convertible to cash on band and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts.

(l) Comparative figures

Where required by Accounting Standards comparative figures have been adjusted to conform with changes in presentation for the current financial year.

(m) Revenue recognition

Revenue from the sale of goods is recognised upon the delivery of goods to customers. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. Dividend revenue is recognised when the right to receive a dividend has been established. Dividends received from associate and joint venture entities are accounted for in accordance with the equity method of accounting. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers. All revenue is stated net of the amount of goods and services tax (GST).

(n) Goods and services tax

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

For the year ended 30 June 2003 (Cont.)

		Consolidated		Company
	2003	2002	2003	2002
	5	\$	\$	\$
NOTE 2: REVENUE
Operating activities
Consulting fees
	201,962	320,890	78,720	84,353
	201,962	320,890	78,720	$\sqrt{84,353}$
Non-operating activities
Proceeds from sale of plant and equipment	3,378
Interest received Other revenue	125,605	26,933	3,378	23,045
	150,769	181,486	125,418	181,186
	279,752	295,465	77,321	66,934
	481,714	503.884 824,774	206,117	271,165
NOTE 3: OPERATING LOSS			284,837	355,518
The loss from ordinary activities has been determined after charging the following items:
Revenue
Profit on disposal of plant
	3,378	1,345	3.378
Expenses
Depreciation
Write down of investments to recoverable value	50,423	72,478	8,457	40,301
Mineral exploration and evaluation written off	32,147
Loss on disposal of asset	134	43,380	32,147	43,380
Amortisation - leased assets	7,032	6,762	134	6,458
Amortisation - goodwill on consolidation	44,500	44,500
Amortisation - Website and Route Optimisation System Development	71,740	62,000
NOTE 4: INCOME TAX
No income tax is payable by the Company or economic entity as they incurred losses for income tax purposes for the year. The Company and economic entity also has available for recoupment, income tax and capital losses at balance date.
(a) Reconciliation
The prima facie income tax benefit on the loss from ordinary activities is reconciled as follows:
Loss from ordinary activities before income tax
Income tax benefit at 30%	1,361,944	1,432,553	434, 434	589,732
Less tax effect of permanent differences	(408, 583)	(429, 766)	(130, 330)	(176, 920)
Expenditure and amortisation not deductible	19,037
Tax effect of timing differences not brought to account as future		17,909	45	169
income tax benefits.	389,546	411,947
Income tax expense			130,285	176,751

6,343,598

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS

For the year ended 30 June 2003 (Cont.)

NOTE 4: INCOME TAX (Cont.)

(b) Future income tax benefits

The Directors estimate that the potential future income tax benefits at 30 June 2003 at 30% not brought to account is in respect of:
Tax losses
Capital losses

	Capital losses	6,343,598 1,103,789	5,953,750 1.103,789	5.335,209 1,103,789	5,191,907 1,103,789
(i)	The above benefits will only be obtained if: The Company and economic entity derive future Assessable income of a nature and of an amount
(n)	Sufficient to enable the benefits to be realised; the Company and economic entity continue to comply with the conditions for deductibility imposed by tax legislation; and
(iii)	no changes in tax legislation adversely affect the Company and economic entity in realising the benefits.
	NOTE 5: CURRENT ASSETS - Cash assets
Deposits at call	Cash at bank and on hand	23,081 2,263,875 2,286,956	363,750 3,143,673 3,507,423	26,456 2,263,875 2,290,331	338,265 3,143,673 3,481,937
	NOTE 6: CURRENT ASSETS - Receivables
Trade debtors Sundry debtors Prepayments		21,144 21,990 8,051	105,507 25.188 11,919	21.990 680	25,188
		51,185	142.614	22,670	10.402 35,590
	NOTE 7: CURRENT ASSETS - Tax assets
GST refundable		14,114	2,256	4,001	758
	NOTE 8: CURRENT ASSETS - Inventories
Specimen gold		36,379	36,379	36,379	36,379
	NOTE 9: NON CURRENT ASSETS - Receivables
Performance bonds	Amounts owing by controlled entities (Refer note 10)	10,600	10,600	2,527,985 10,600	1,819,003 10,600
		10,600	10,600	2,538,585	1,829,603

For the year ended 30 June 2003 (Cont.)

			Consolidated	Company
		2003 s	2002	2003	2002
	NOTE 10: NON CURRENT ASSETS - Other Financial Assets		\$	s	\$
Shares in controlled entities - cost
the controlled entity SmartTrans Ltd, comprising an equity investment of \$1,295,165 (2002: \$1,295,165) disclosed above and a loan receivable of \$2,460,199 (2002: \$1,752,563) disclosed in Note 9 and underlying this investment, the economic entity has an investment in a route optimisation system of \$398,831 (2002: \$444,819) (refer Note 11), website development costs of \$67,786 (2002: \$66,440) and goodwill on consolidation of \$754,128 (2002: \$798,628) (refer Note 13). The recovery of the carrying value of these assets is dependent upon the continued successful development and commercialisation of this logistical system or realisation by sale, as also discussed in Note I (c).	The company has an investment of \$3,755,364 (2002: 3,047,728) in			1,295,167	1,295,167
Investment in Controlled Entities:	Place of
	Incorporation		Equity Holding	Parent Entity
Parent Entity		2003	2002	Investment 2003	2002
SmartTrans Holdings Ltd Controlled Entities	Australia			S.	s.
SmartTrans Ltd E-Trans Pty Ltd	Australia Australia	100% 100%	100% 100%	1,295,165 2	1,295,165 2.
				1,295,167	1,295,167
NOTE 11: NON CURRENT ASSETS - Property, Plant and Equipment
Land and buildings Cost
Accumulated depreciation		172,000 (28,000)	172,000 (24,000)	172,000 (28,000)	172,000
Plant and equipment		144,000	148,000	144,000	(24,000) 148,000
Owned
Cost Accumulated depreciation		416,231	504,979	227,351	326,973
		(262, 520)	(324, 189)	(174, 030)	(270, 638)
Leased		153,711	180,790	53,321	56,335
Capitalised		16,055	16,055
Accumulated amortisation		(7, 027)
Route Optimisation System development (refer note 10)		9,028	16,055	$\blacksquare$
Cost Accumulated Amortisation		532,571	506,819
		(133, 740)	(62,000)
		398.831	444,819
Website development costs (refer note 10)		67,786	66,440
Total property, plant and equipment		773,356	856,104	197,321	204,335

The basis of recovery of the carrying value of the route optimisation system and website development costs, is disclosed in Notes 1 (c) and 10.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2003 (Cont.)

NOTE 11: NON CURRENT ASSETS - Property, Plant and Equipment (Cont.)

	Consolidated
	Land and Buildings	Plant and Equipment	Leased Plant And Equipment	Route Optimisatio n System.	Website Development
Balance at the beginning of the year Additions Disposals	S 148,000 $\mathbf{r}$ $\overline{\phantom{0}}$	180,790 12,451 (134)	S 16,055	444 819 25,752	66,440 1,346
Depreciation and amortisation Carrying amount at end of year	(4,000) 144,000	(39,396) 153,711	(7,027) 9,028	(71.740) 398,831	67,786

Company

	Land and Buildings	Plant and Equipment	Leased Plant And Equipment	Route Optimisation System	Website Development
	3
Balance at the beginning of the year Additions	148,000	56.335
Disposals		1,577
Depreciation and amortisation		(134)
	(4.000)	(4,457)
Carrying amount at end of year	144,000	53.321	.

NOTE 12: NON CURRENT ASSETS - Exploration and Evaluation Expenditure

	Consolidated		Company
	2003	2002	2003	2002
	\$	\$	s	s.
Exploration properties - at cost	4,501,052	4,466,103	4,501,052	4 4 6 6 1 0 3
Balance at beginning of financial year Expenditure incurred during the year Expenditure written off during the year Balance at end of financial year	4,466,103 67.096 (32.147) 4,501,052	4,426,274 322.571 (282, 742) 4 4 6 6 1 0 3	4,466,103 67,096 (32, 147) 4,501,052	4,426,274 322.571 (282,742) 4,466,103
The ultimate recoupment of exploration and evaluation expenditure carried forward is dependent on the successful development and commercial exploitation, or alternatively, the sale of the respective areas.
NOTE 13 : NON CURRENT ASSETS - Intangible Assets
Goodwill on consolidation (refer Note 10) Amount capitalised Accumulated amortisation	890.086 (135, 958) 754,128	890.086 (91, 458) 798,628
			۰
NOTE 14 : CURRENT LIABILITIES – Payables
Trade creditors and accruals	109,376	108,318	19.881	22,011
NOTE 15: CURRENT LIABILITIES - Interest bearing liabilities
Lease liability	9,028	16.055

For the year ended 30 June 2003 (Cont.)

		Company
2002 \$	2003 5	2002 \$
10,408	8.332	10,408
122,501 224,716 347,217	110,061 180,813 290,874	91,884 224,716
		316,600
12.	3	3
49,130,498	49.130.498	49,130,498
38,359,836 1,432,553 39,792,389	38,129,645 434,434 38,564,079	37,539,913 589,732 38,129,645
493,768	217,400	493,768
No 1	No	No
I $\overline{2}$	1
458,768	$\overline{z}$	458,768
1	1	No 1
	No	493,545 $N_{0}$

The company has not entered into any agreement granting Directors termination benefits on loss of office.

For the year ended 30 June 2003 (Cont.)

		Consolidated	Company
	2003	2002	2003	2002
NOTE 21: REMUNERATION OF AUDITORS
Remuneration of the auditor of the parent entity for: Auditing or reviewing the financial statements Other Services	15,075 10,583	14,700 4.910	7,900 9,125	7.100 2,910
	25,658	19,610	17,025	10,010

NOTE 22 : RELATED PARTY INFORMATION

(a) Names of Directors

The names of persons who were Directors of SmartTrans Holdings Limited at any time during the financial year are as follows:

• John P C FORSYTH
• Andrew D FORSYTH
• James P LAURIE

(b) Transactions of Directors and Director-Related Entitles

Transactions with Directors during the year, that were made on normal commercial terms and conditions, were as follows:

• Dymocks Pty Ltd., a company of which Messrs JPC Forsyth and AD Forsyth are Directors, provided management, office accommodation and administrative services to the Company totalling \$240,000 (2002: \$240,000).
• Deacons, a firm of solicitors of which Mr AD Forsyth is a partner, provided legal services to the Company and its controlled entity and was paid \$12,124 (2002: \$8,270). Directors fees paid for Mr A Forsyth to Deacons are not included in this amount.

(c) Directors' Shareholdings

Directors and director related entities held directly, indirectly or
beneficially at balance date, the following equity interests in the		Number of Shares
Company.	2003	2002
Ordinary shares	61,757,946	61,757.946

d) Wholly owned group

The wholly owned group consists of SmartTrans Holdings Limited and its wholly owned controlled entity as disclosed in Note 10. Transactions between the parent entities and other entities in the wholly owned group consisted of the loans advanced as disclosed in Note 9. Additionally, the parent has provided a letter to a controlled entity, undertaking to give or arrange any financial assistance which the controlled entity may need to ensure that it is solvent at the date upon which it incurs a debt within the meaning of section 588G of the Corporations Act 2001. Such financial assistance is not quantifiable at balance date, as it is dependent upon the trading performance of the controlled entity in the succeeding financial year.

and the state of the state of

SMARTTRANS HOLDINGS LTD AND CONTROLLED ENTITIES 2003 ANNUAL REPORT

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2003 (Cont.)

NOTE 23 : EARNINGS PER SHARE		Consolidated
Basic earnings per share $-$ loss	2003 Cents (0.71)	2002 Cents (0.75)
Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share.	190,957,302	Number of Shares 190,957,302
Weighted average number of ordinary shares outstanding during the year used in the calculation of diluted earning per share	190.957.302	190,957,302

NOTE 24: SEGMENT INFORMATION

(a) Industry Segments

	Exploration			Transport		Consolidated
REVENUE	2003 \$	2002 5	2003 \$	2002 \$	2003 Ś.	2002 \$
External sales RESULT	284,837	332.473	196.877	466.379	481,714	798,852
Segment result ASSET	434,434	589.732	927,510	842.821	1,361,944	1,432,553
Segment assets LIABILITIES	7,130,140	8,302,142	1,297,630	1.517.965	8,427,770	9.820.107
Segment liabilities OTHER	319,087	349,019	132,518	132.979	451,605	481,998
Acquisition of plant and equipment Depreciation and amortisation Non-cash expenses other than	1,577 8,457	43,009 40.301	37,976 158,206	152,950 138,676	39,553 166,663	195,959 178,977
depreciation and amortisation	32.147	43,380	$\mathbf{r}$		32,147	43,380

The economic entity operates from one geographical location, namely Australia.

(b) The economic entity derived income from the following activities

Exploration

* Exploration for gold and base metals in Australia.

Transport Logistics

• Development and operation of logistics systems for use in the transport industry to optimise efficiency of consignment systems and to track vehicles
• (c) Intersegment Transactions

There are no intersegment transactions.

NOTE 25: COMMITMENTS

(a) Capital Expenditure

There are no capital expenditure commitments at balance date.

(b) Exploration Work

The Company has certain obligations to perform minimum exploration work and expend minimum amounts of money on its mining tenements and its share of joint venture contractual commitments. The obligations are expected to amount to \$668,400 in the year ended 30 June 2004 (2003; \$64,000) and be fulfilled in the normal course of operations of the Company. The estimated expenditure may be varied as a result of expenditure by joint venturers or exemptions to be requested.

For the year ended 30 June 2003 (Cont.)

		Consolidated	Company
	2003	2002	2003	2002
	S	\$	s	\$
NOTE 25: COMMITMENTS (Cont.)
(c) Finance Lease Commitments Pavable Not later than one year Later than one year but not later than five years	9,102	8,428
Minimum lease payments		9,102
Less future finance charges	9.102	17,530
Total lease liability	(74)	(1,475)
	9,028	16,055
Reconciliation of net cash used in operating activities to net loss from ordinary activities Net loss from ordinary activities after income tax Exploration and evaluation expenditure Depreciation Amortisation	(1, 361, 944) (610,999) 50.423 116,240	(1,432,553) (443, 858) 72,478 106.500	(434, 434) (610, 999) 8,457	(589, 732) (443, 858) 40,301
Exploration expenditure written off Gain on disposal of plant and equipment Loss on disposal of plant and equipment Write down of investments Change in net assets and liabilities: Sundry debtors and prepayments	32.147 (3,378) 134	43.380 (1, 345) 6.762	32.147 (3,378) 134	43,380 6.458
Tax asset	82.814	(3, 841)	12,920	1.041

Tax asset Trade creditors and accruals Tax liability Provisions Net Cash used in Operating Activities	. (3, 243) (1,013) $\overline{\phantom{0}}$ 21.555 (1,677,269)	LD. 04 LJ 2.741 (106,678) (5,355) (11.376) ,773.145)	12,920 (3.243) (4, 206) $\blacksquare$ 18,177	1,041 2,741 23,756 (25.182)
			(984, 425)	(968,607)

NOTE 27: JOINT VENTURES

The Company is a participant in the South Connors Arch Project with Marlborough Resources NL where it has earned various percentage interests in various tenements ranging from 51% to 60%. No assets are employed by the joint venture. Expenditure incurred by the Company in respect of this joint venture is included in deferred exploration expenditure, (Note 12). Midas Resources Limited (Midas) is earning 51% interest in five tenements for expenditure of \$400,000 by 17^th August 2003. Midas had spent \$313,700 by 30^th June 2003. Jeteld Pty Ltd (Jeteld) can earn 47% equity in two tenements at Mount Mackenzie for expenditure of \$2,500,000 by 1^st August 2004. Jeteld had spent \$392,135 by 30^th June 2003. SmartTrans Holdings Ltd is the operator and manager of this Joint Venture.

BHP Billiton withdrew from the Riversleigh Joint Venture after spending \$634,500. A new joint venture partner is being sought.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2003 (Cont.)

NOTE 28 : FINANCIAL INSTRUMENTS

(a) Interest Rate Risk

The economic entity's exposure to interest rate risk, which is the risk that a financial instrument will fluctuate as a result of changes in market interest rates and effective average interest rates on those financial assets and liabilities, is

2003

				Fixed interest maturing in:
	Note	Floating interest rate	l year or less	$1$ to $5$ years	More than 5 years	Non- interest	Total
Financial assets		\$	\$	s	s	bearing \$	\$
Cash	5	2,285,356
Receivables	6,9			$\blacksquare$	d.	1,600 61,785	2,286,956
		2,285,356			$\blacksquare$	61,785	61,785 2,348,741
Weighted average interest rate		4.56%
Financial liabilities
Payables Interest bearing liabilities	14		$\overline{a}$			(109, 376)	(109, 376)
	15	$\overline{a}$ $\blacksquare$	(9,028) (9.028)	$\blacksquare$			(9,028)
Weighted average interest rate			10.81%			(109,376)	(118,404)
Net financial assets		2,286,956	(9,028)			(47, 59)
2002							2,230,337
				Fixed interest maturing in:
	Note	Floating interest rate	I year or Jess	$1$ to 5 years	More than 5 years	Non- interest	Total
Financial assets		\$	\$	5	\$	bearing 3	s
Cash	5	3,505,823
Receivables	6,9				$\blacksquare$	1,600 142,614	3.507,423
		3,505,823			$\overline{\phantom{a}}$	144,214	142,614 3,650,037
Weighted average interest rate		4.50%
Financial liabilities Fayables
Interest bearing liabilities	14 15				۰	(108,318)	(108,318)
		$\sim$	$\blacksquare$	(16,055) (16,055)	- $\overline{a}$	(108, 318)	(16,055)
Weighted average interest rate				10.81%			(124, 373)
Net financial assets		3,507,423		(16,055)		34,296	3,525,664
Reconciliation of Net Financial Assets to Net Assets
				Note	2003	2002
					\$	\$
Net financial assets as above Non-financial assets and liabilities					2,230,337	3,525,664
Tax asset				7	14,114		2,256
Inventory				8	36,379		36,379
Other financial assets Property, plant & equipment				10
Exploration and evaluation expenditure				11 12	773,356 4,501,052		856,104
Intangibles				13	754,128	4,466,103 798,628
Tax liability Provisions				16	(8, 332)		(10, 408)
Net assets per Statement of Financial Position				17	(324, 869)	(347,217)
					7,976,165	9,338,109

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 30 June 2003 (Cont.)

NOTE 28 : FINANCIAL INSTRUMENTS (Cont.)

(b) Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date, to recognised financial assets is the carrying amount, net of any provisions for doubtful debts, as disclosed in the Statement of Financial Position and notes to the financial statements.

$\left(\cdot\right)$ Net Fair Value of Financial Assets and Liabilities

The net fair value of financial assets and liabilities of the economic entity approximates their carrying amount.

The economic entity has no financial assets and liabilities where the carrying amount exceeds the net fair values at balance

No financial assets and financial liabilities are readily traded on organised markets in standardised form.

The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the Statement of Financial Position and in the notes to the financial statements.

NOTE 29: COMPANY DETAILS

The registered office of the company is:

SmartTrans Holdings Limited Suite 3, First Floor 614 Newcastle Street Leederville WA 6007

The principal places of business are:

SmartTrans Holdings Limited Suite 3, First Floor 614 Newcastle Street Leederville WA 6007

SmartTrans Limited Suite 220 370 St Kilda Road Melbourne VIC 3004

CORPORATE GOVERNANCE

1. Directors

Name	Position	Expertise
Mr J P C Forsyth	Chairman	Directorial and Management
Mr J P Laurie	Executive Director	Geology
Mr A D Forsyth	Non-Executive Director	Directorial and Legal

2. Procedure for Nomination and Appointment of New Directors

The Company has a Board comprising three members only and the Board has resolved that unless and until its number exceeds six (6), the Board as a whole will consider the normination and appointment of new Directors. It is the Company's present policy to maintain a Board of three to six members and, within that policy, to identify for appointment as new Directors candidates with appropriate credentials who would be likely to add value to the business conducted by the Company.

3. Procedure for Appointment and Retirement of Non-Executive Directors

The Company's policy for appointment of Non-Executive Directors is that set out above in relation to appointment of all Directors.

The Company's policy is also to ensure that the Board has a majority of Non-Executive Directors.

The retirement policy of Non-Executive Directors is that they retire every three years (every year after the age of 72) and have the right to offer themselves for re-election.

Legal and Accounting Advice 4,

Any Director is entitled, at the Company's expense, to seek such legal and accounting advice as that Director, acting reasonably, considers necessary in order to fulfil the role of a Director.

.
Directorial and Management Geology
Directorial and Legal

5. Remuneration

The Company's policies with regards to remuneration are disclosed in the Director's report.

6. Audit Committee

As all Directors regularly consider issues that in larger companies would be referred to the Audit Committee and as there are comprehensive monthly reports, an Audit Committee has not operated this year.

7. Business Risks

• The Board meets at least four times each year and $(a)$ reviews, among other things, a detailed report by the Director of Resources Projects and a detailed report by the Operations Director of SmartTrans Limited including significant risks and opportunities.
• The Company adopts policies to implement and observe $(b)$ procedures designed to ensure internal control and to identify and deal with significant risks and opportunities.

8. Ethics

The Company's policy is to maintain the highest ethical standards at all times.

SHAREHOLDER INFORMATION

The following details are according to the Share Registry's records as at $31^st$ July 2003.

$(a)$ Substantial Shareholders

The Company's register of substantial shareholders, prepared in accordance with the Corporations Law, recorded the

Substantial Shareholder	ACN	No. of Shares
Tandragee Pty Ltd Coolgardie Units Pty Ltd Jamajon Pty Ltd (includes subsidiaries) Mr J P C Forsyth Mr A D Forsyth and the following companies of which he is a Director	008 776 949 050 049 191 008 502 770	67,034,002 67,034,002 66,674,641 63,074,641
Cotway Investments Pty Ltd Dileen Pty Ltd Gardner Denver (Aust) Pty Ltd Nothing But the Best Pty Ltd Willeroon Pty Ltd	008 429 528 008 488 208 000 147 875 053 693 280 008 507 604	25,992,253 25,992,253 25,992,253 25,992,253 25,992,253

$(b)$ Twenty Largest Shareholders

The names of the twenty largest shareholders of fully paid shares in the Company are:

		No. of Ordinary Fully Paid Shares Held	Percentage Held Issued Ordinary Capital
$\mathbf{I}$	Dymocks Pty Ltd
2	Jamajon Pty Ltd	25,912,571	13.57%
3	Tandragee Pty Ltd	15,573,736	8.16%
4	Coolgardie Units Pty Ltd	12,848,867	6.73%
5		9,442,098	4.94%
6	ANZ Nominees Limited	7,970,849	4.17%
7	$A$ D Forsyth	4,407,132	231%
	Templevale Pty Ltd	2,750,000	1.44%
8	Lawrence Crowe Consulting Pty Ltd	2,600,000	1.36%
9	Nefco Nominees Pty Ltd	2,286,794	1.20%
10	Isatsan Pty Ltd	1,972,176	1.03%
11	National Nominees Limited	1.906,173	1.00%
12	Carew Corporation	1,685,282	0.88%
13	Mr William Max Valencic	1,309,961	0.69%
14	Rokadia Pty Limited	1,250,257	0.65%
15.	Kanaslex Pty Ltd	1,209,500	0.63%
16	Citicorp Nominees Pty Ltd	1,389,285	0.73%
17	Loxden Pty Ltd	1,200,000	$0.63\%$
18	Equitas Nominees Pty Ltd	1,136,017	0.59%
19	Mr David Edward Brown	1,110,000
20	Westpac Custodian Nominees Ltd	1,072,299	0.58%
			0.56%
		99.032.997	51.86%

SHAREHOLDER INFORMATION (Cont.)

Distribution of Shareholders $\left($ c $\right)$

Ordinary Shareholders $\left( \cdot \right)$ (Ordinary shares paid to 30 cents)

	Spread of Holding	Holders	$v_{\rm o}$	Shares Held
	$1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over	268 725 753 1,128 179. 2,873	0.09 1.15 2.44 20.98 75,34 100.00	164.957 2.183,750 4,669,689 40,070,142 143,868,764 190,957,302
(i)	Shareholders of less than a marketable parcel	2305 2305	11.55 11.55	22,058,055 22,058.055

SMARTTRANS HOLDINGS LTD AND CONTROLLED ENTITIES 2003 ANNUAL REPORT

SUMMARY OF MINING TENEMENTS

Project	Tenements	Group Interest
			Joint Venture Partners
Base Metals Project	EPM10199	100%
	EPM11130	100%
	EPM7797	100%
Marlborough Joint Venture	EPM9442	60%	Marlborough Resources NL
	EPM9777	60%	Marlborough Resources NL
	EPM10006	60%	Marlborough Resources NL & Jeteld Pty Ltd
	EPM10131	60%	Marlborough Resources NL & CQR
	EPM10132	60%	Marlborough Resources NL
	EPM10133	00%	Marlborough Resources NL & CQR
	EPM11134	60%	Marlborough Resources NL & CQR
	EPM11726	Earning 51%	Marlborough Resources NL
	EPM11727	Earning 51%	Marlborough Resources NL
	EPM12353	51%	Marlborough Resources NL
	EPM12355	51%	Marlborough Resources NL & CQR
	EPM12361	51%	Marlborough Resources NL & CQR
	EPM 12546	51%	Marlborough Resources NL & Jeteld Pty Ltd