ORCODA LIMITED — Annual Report 2005

Oct 24, 2005

2005 Annual Report

ABN 86 009 065 650

SmartTrans Holdings Limited

2005 Annual Report

TABLE OF CONTENTS

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

CORPORATE DIRECTORY

Directors

John P C FORSYTH AM Chairman James P LAURIE Executive Director BSc, MAusIMM, FAICD Andrew D FORSYTH Non-executive Director Llb. FAICD

Company Secretary

John W MILLARD

Senior Management

James P LAURIE

Executive Director

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 Facsimile: (61-8) 9228 2299

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 275 George Street SYDNEY NSW 2000

Solicitors

Deacons. Level 2. 1 Alfred Street Circular Ouav SYDNEY NSW 2000

Securities Quoted

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

Share Registry

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Reference

Computershare Registry Services Level 2, 45 St Georges Terrace PERTH WA 6000 بتعادين

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

CHAIRMAN'S REPORT

EXPLORATION PROJECTS

Marlborough Project (109,000 hectares)

The Company and its joint venture partner, Australia Oriental Minerals NL (AOM), have two third-party joint ventures in the Marlborough Project. At Waitara, Midas Resources Ltd (Midas) has earned 51% in five tenements and, at Mount Mackenzie, Jeteld Pty Ltd (Jeteld) is earning 47% in two tenements. The remaining six tenements are held 60% by the Company and 40% by AOM.

The Mount Mackenzie joint venture is continuing to explore the Mount Mackenzie Prospect, where, at 30 June 2005. Jeteld Pty Ltd had contributed \$1,249,585 towards exploration. Jeteld did not complete its commitment to expend \$2.5 million by 1 August 2005 but has advised that it is willing to remain in the project. Negotiations are currently in progress with Jeteld and Australia Oriental Minerals NL regarding the funding of future exploration programs.

During the year, widely spaced deep drilling to the West of Mount Mackenzie has significantly enhanced the prospect with the discovery of a gold and base metal bearing breccia in the vicinity of a distinct magnetic low and porphyry-style alteration with anomalous copper values.

This prospect known as the "Instinct" prospect will be the focus of the next drilling program and provides two interesting targets: a mineralised breccia pipe with affinities to Mount Levshon and Kidston and a porphyry copper-gold (molybdenum) system.

At Waitara, Midas completed Sub Audio Magnetic (SAM) surveys and Reverse Circulation drilling over the "Vein 366" and "Mystery" prospects. Although results at these two prospects were inconclusive and disappointing, Midas considers that there is still ample opportunity to define an economic deposit in the "Hamilton Park" prospect. Midas has compared the project with the Cadia-Parkes region in New South Wales in terms of its geophysical and metallogenic character, and considers the area to be highly prospective for both bulk tonnage porphyry-style coppergold deposits and epithermal-style gold deposits.

Riversleigh Base Metals Project (78,000 hectares)

This project covers the "Grevillea" and "Grevillea West" zinc-lead-silver prospects. The Company's consultant, Flagstaff Geoconsultants Pty Ltd, advised that there is an interesting similarity in size and mineralogy between the Grevillea West deep conductor and the mineralised Macarthur River sub-basin.

These prospects have the potential to host a significant zinc-lead-silver deposit and the Company 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. A number of base metal explorers have expressed interest in this project.

VEHICLE ROUTE OPTIMISATION AND MOBILE DATA SUBSIDIARY

SmartTrans Limited marginally increased its revenue over the previous year and, whilst it still incurred a loss for the year, its business continues to expand.

The Company is continuing to build recurring income through the addition of major customers to those already using the Company's systems.

The integration of voice and data messaging services with the existing route optimisation system is being well received and is currently being implemented with significant businesses in Melbourne, Sydney and Adelaide.

Details of these systems and the benefits they provide to our customers can be seen on the Company's website www.smarttrans.com.au.

Although the directors are budgeting for this subsidiary to be profitable from and including the year ending 30 June $2006$ , on the basis of conservatism and prudence and in preparation for the introduction of the international financial reporting standards, the directors have elected to raise provisions against the holding company's loan to SmartTrans Ltd until the budgeted profit has been achieved.

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

John Forsyth AM Chairman

30 September 2005

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 2005.

Directors

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

John P C Forsyth AM James P Laurie B Sc. MAusIMM, FAICD Andrew D Forsyth Llb, FAICD

John P C Forsyth AM - Chairman

Chairman of directors of the Dymocks Group of Companies, SmartTrans Ltd, Tandragee Pty Limited, Coolgardie Units Pty Limited and Jamajon Pty Ltd. No Directorships of other listed companies are held.

James P Laurie - Director

Director and geologist with over twenty years in mining and exploration for gold and base metals. Also a director of SmartTrans Limited. No Directorships of other listed companies are held, $\sim$ $\sim$

Andrew D Forsyth - Director

Solicitor and a director of Dymocks Group of Companies, SmartTrans Limited, Tandragee Pty Limited, Coolgardie Units Pty Limited and Jamajon Pty Ltd. No Directorships of other listed companies are held.

Company Secretary

John W Millard

Greater than 40 years in company secretarial practice and financial accounting.

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 integrated mobile data company.

Operating Results

The consolidated operating loss of the economic entity amounted to \$1,295,202 (2004: \$1,922,036 loss).

Review of Operations

For further information refer to Chairman's Report.

Changes in State of Affairs

During the financial year there was no significant change in the state of affairs of the economic entity except that the Company raised \$2.1 million in a rights issue.

Likely Developments and Results

The likely developments, future prospects and business strategies, 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 integrated mobile data business.

Significant Events after the Balance Date

There has not been any matter or circumstance that has arisen since the end of the financial year that has or may significantly affect the operations, results or state of affairs of the economic entity in future financial years.

Options

As at the date of this report, 190,477,302 unissued ordinary shares in SmartTrans Holdings Limited are under option. Each option is exercisable at 1.1 cents per option on or before 14 March 2006. An option holder has no right to participate in any share issue by the Company until his or her options are exercised. During the financial year, SmartTrans Holdings Limited issued 480,000 fully paid ordinary shares upon the exercise of March $2006$ options. See Note 15(b).

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 practicable after 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.

Non-Andit Services

The economic entity has engaged RSM Bird Cameron on assignments additional to their statutory audit duties. These assignments involved provision of professional services, accounting assistance and preparation of the Company's income tax return for which RSM Bird Cameron was paid \$7,850 and \$3,300 respectively.

DIRECTORS' REPORT (Cont.)

The Board of Directors is satisfied that the provision of non-audit services by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:

• a) all non-audit services have been reviewed by the Board of Directors to ensure they do not impact on the integrity and objectivity of the auditor; and
• $b)$ none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1.

Directors' and Executives' Emoluments

Directors' and Executives' emoluments are disclosed in Note 18.

Insurance of Officers or Auditors

During the financial year, SmartTrans Holdings Ltd did not secure insurance for directors, officers and its auditors 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. Such insurance has been re-established for the 2005 - $2006$ year. $\ldots$ $\sim$

Meetings of Directors

The following table sets out the number of meetings of the Company's directors during the year ended 30 June 2005 and the number of meetings attended by each director:

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Number of meetings held: 13

Director	No. of meetings	No. of
	held whilst	Meetings
	Director	Attended
John P C Forsyth AM	13	$\mathcal{A}{\mathcal{A}{\mathcal{A}}}$
James P Laurie	13	13
Andrew D Forsyth	13	13

Mr J P C Forsyth AM was on leave of absence for one meeting and absented himself from four meetings as a consequence of his interest in the underwriting agreement for the Rights Issue.

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 to 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 vear.

REMUNERATION REPORT

Your directors present their Remuneration Report for the period 1 July 2004 to 30 June 2005,

Role of Board of Directors

The Board determines the appropriate nature and amount of remuneration. The Board seeks to ensure that executive reward satisfies the following criteria for good reward governance practice:

• competitiveness and reasonableness;
• $\bullet$ acceptability to shareholders;
• alignment of executive remuneration to performance; ٠
• transparency; and $\bullet$
• capital management. $\bullet$

Non-Executive Directors

Fees paid to non-executive directors reflect the demands which are made on non-executive directors in the current corporate governance environment and are reviewed annually by the Board of Directors to ensure such fees are appropriate and not out of line with the market. Remuneration of non-executive directors is comprised of a base fee only. Non-executive directors are not entitled to participate in equity-based incentives.

Executives.

Executive remuneration comprises base salary and superannuation. Base pay is reviewed annually by the Board having regard to the overall levels of remuneration of executives in comparable Australian companies.

Chairman

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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 20(b), confirmed by the Board at a meeting held on November 22, 1990. The level of the remuneration was recommended to the Board by the then Chief Executive Officer with the benefit of research into published information as to the level of remuneration paid to chairpersons of comparable companies.

Letter of Appointment

Remuneration and other terms of employment for the executive director are formalised in a letter of appointment that also contains comprehensive provisions in relation to termination, confidentiality and suspension.

Remuneration of Directors and Officers

Note 18 on page 18 sets out the remuneration of SmartTrans Holdings directors and executive officers.

DIRECTORS' REPORT (Cont.)

Director	Relevant interest in fully paid ordinary shares No. of Shares	Relevant interest in unlisted options No. of Options	Held by
John P C Forsyth AM	6,428	3,214	John P C Forsyth AM*
	134,904,976	108,992,405	Dymocks Securities Pty Ltd**
	25,697,734	12,848,867	Tandragee Pty Ltd**
	18,884,196	9,442,098	Coolgardie Units Pty Ltd**
	31,147,472	15,573,736	Jamajon Pty Ltd**
	210,640,806	146,860,320
Andrew D Forsyth	4,407,132		Andrew D Forsyth*
	25,697,734	12,848,867	Tandragee Pty Ltd**
	18,884,196	9,442,098	Coolgardie Units Pty Ltd**
	4,407,132	4,407,132	Canala Services Pty Ltd**
	53,396,194	26,698,097
James P Laurie	85,714	42,857	James P Laurie*
The relevant interest arises because of: Beneficial ownership	Control of shareholder within meaning of Corporations Act 2001

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is included in these financial statements. Serbian pada 2009.
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Signed in accordance with a resolution of the Board of Directors.

James Cauvie

JP LAURIE Director Perth, Western Australia

Dated: 30 September 2005

Chartered Accountants

RSM Bird Cameron Partners

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T+61 8 9261 9100 F+61 8 9261 9111 www.rsmi.com.au

INDEPENDENT AUDIT REPORT

TO THE MEMBERS OF

SMARTTRANS HOLDINGS LIMITED

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements and the directors' declaration for SmartTrans Holdings Limited (the Company) and the consolidated entity, for the year ended 30 June 2005. The consolidated entity comprises both the Company and the entities it controlled during that year.

The directors of the Company are responsible for preparing a financial report that gives a true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.

Audit Approach

We conducted an independent audit of the financial report in order to express an opinion on it to the members of the Company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgement, selective testing, the inherent limitations of internal control and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards in Australia and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the Company's and the consolidated entity's financial position and of their performance as represented by the results of their operations and cash flows.

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

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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.

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We formed our audit opinion on the basis of these procedures, which included:-

• examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the $\bullet$ financial report; and
• assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

We performed procedures to assess whether the substance of business transactions was accurately reflected in the financial report. These and our other procedures did not include consideration or judgement of the appropriateness or reasonableness of the business plans or strategies adopted by the directors and management of the Company,

Independence

We are independent of the Company and have met the independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001. In addition to our audit of the financial report, we were engaged to undertake the services disclosed in the notes to the financial statements. The provision of these services has not impaired our independence.

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Second companies of the second companies of the second companies of the second companies of the second compani

Audit Opinion

In our opinion, the financial report of SmartTrans Holdings Limited is in accordance with:

• $(a)$ the Corporations Act 2001, including:
• giving a true and fair view of the financial position of SmartTrans Holdings Limited and the $(i)$ consolidated entity at 30 June 2005 and of their performance for the year ended on that date; and
• complying with Accounting Standards in Australia and the Corporations Regulations 2001; and $(ii)$
• $(b)$ other mandatory financial reporting requirements in Australia. an
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RSM Bird Cameron Partners

RSM BIRD CAMERON PARTNERS Chartered Accountants

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S C CUBITT Partner

Perth, WA Dated: 30 September 2005

DIRECTORS' DECLARATION

The directors of the Company declare that:

• $\mathbf{L}$ the financial statements and notes, as set out in pages 8 to 25, are in accordance with the Corporations Act 2001 and:
• comply with Accounting Standards and the Corporations Regulations 2001; and $\mathbf{a}$ .
• $\mathbf{b}$ . give a true and fair view of the financial position as at 30 June 2005 and of the performance for the year ended on that date of the Company and economic entity;
• $\overline{2}$ . in the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

The directors have been given signed declarations by the Chief Executive Officer and Chief Financial Officer as required by Section 295A of the Corporations Act 2001.

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

AIIIPR JP LAURIE Director Perth, Western Australia Dated: 30 September 2005 一定

STATEMENT OF FINANCIAL PERFORMANCE

For the year ended 30 June 2005

		Consolidated			Company
	NOTE	2005	2004	2005	2004
		\$	\$	\$	\$
Revenues from ordinary activities	2	898,355	856,705	188,525	214,539
Borrowing costs expense			(417)
Employee Benefits Expense		(722, 543)	(851,664)	(254, 581)	(235,378)
Depreciation and Amortisation Expense	3	(133,754)	(202, 013)	(10,268)	(8, 837)
Management and Administration Services Expense	20(b)	(240, 000)	(240,000)	(240,000)	(240,000)
Other expenses from ordinary activities		(1,097,260)	(775,019)	(455,240)	(302, 917)
Provisions	3			(467, 460)	(3,838,165)
Goodwill written off			(709, 628)
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Loss from ordinary activities before income tax expense	3.	(1,295,202)	(1,922,036)	(1,239,024)	(4,410,758)
Income tax expense	4
Net loss from ordinary activities after income tax expense		(1,295,202)	(1,922,036)	(1,239,024)	(4,410,758)
Net loss attributable to outside equity interests
Net loss attributable to members of the parent entity	16	(1, 295, 202)	(1,922,036)	(1, 239, 024)	(4,410,758)
Basic earnings per share (cents)	21	(0.54)	(1.01)
Diluted earnings per share (cents) <	21	(0.54)	(1.01)

The accompanying notes form part of these financial statements

STATEMENT OF FINANCIAL POSITION

As at 30 June 2005

			Consolidated		Company
	NOTE	2005 \$	2004 S	2005 \$	2004 \$
Current Assets
Cash assets	5	2,047,970	1,096,405	1,982,278	1,084,009
Receivables	6	196,637	128,208	71,762	36,818
Other	7	12,337	1,714	830	755
Total Current Assets		2,256,944	1,226,327	2,054,870	1,121,582
Non-Current Assets
Receivables	6	64,192	48,526	498,775	536,116
Other financial assets	8	36,379	36,379	36,381	36,381
Property, plant and equipment	9	$621,520$ .	679,323	187,463	197,731
Exploration, evaluation and development costs	10	4,279,929	4,508,970	4,279,929	4,508,970
Intangibles	44
Total Non-Current Assets		5,002,020	5,273,198	5,002,548	5,279,198
TOTAL ASSETS		7,258,964	6,499,525	7,057,418	6,400,780
Current Liabilities
Payables	12	406,336	292,765	92,267	132,534
Interest bearing liabilities	43		2,052
Provisions	14	162,359	150,579	117,172	$-112.585$
TOTAL LIABILITIES		568,695	445,396	209,439	245,119
NET ASSETS		6,690,269	6,054,129	- 6,847,979	6,155,661
Equity
Contributed equity Accumulated losses	15	51,061,840	49,130,498	51,061,840	49,130,498
	16	(44,371,571)	(43,076,369) 6,054,129	(44,213,861)	(42, 974, 837) 6,155,661
Parent entity interest	17	6,690,269		6,847,979
Outside equity interest
TOTAL EQUITY		6,690,269	6,054,129	6,847,979	6,155,661

The accompanying notes form part of these financial statements

STATEMENT OF CASH FLOWS

For the year ended 30 June 2005

	Consolidated			Company
NOTE	2005	2004	2005	2004
	۹	\$	\$	S
Cash Flows from Operating Activities
Receipts from customers	718,453	671,727	41,361	30,128
Payments to suppliers and employees	(1,657,136)	(1,804,136)	(700, 487)	(700, 636)
Exploration and evaluation expenditure	(460, 215)	(337, 406)	(460, 215)	(337, 406)
Interest received	55,124	72,434	54,387	72,067
Interest and other costs of finance		(417)
24 Net cash used in Operating Activities	(1, 343, 774)	(1,397,798)	(1,064,954)	(935, 847)
Cash Flows from Investing Activities
Payments for plant and equipment	(9,732)	(83, 620)		(9,380)
Proceeds from sale of plant and equipment		15,408		15,208
Payments for software development	(66, 219)	(18, 577)
Loans to controlled entities			(410, 119)	(577, 303)
Net cash used in Investing Activities	(75, 951)	(86, 789)	(410, 119)	(571, 475)
Cash Flows from Financing Activities
Proceeds from joint venture partners	442,000	301,000	442,000	301,000
Proceeds from Issue of Shares	1,931,342	12	1,931,342
Repayment of borrowings	(2.052)	(6,976)
Net cash provided by Financing Activities	2,371,290	294,036	2,373,342	301,000
Net increase/(decrease) in eash held	951,565	(1,190,551)	898,269	(1,206,322)
Cash at the beginning of the financial year	1,096,405	2,286,956	1,084,009	2,290,331
5 Cash at the end of the financial year	2,047,970	1,096,405	1,982,278	1,084,009

The accompanying notes form part of these financial statements

For the year ended 30 June 2005

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board 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 non-current 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. $\label{eq:1} \frac{1}{\sqrt{1+\left(\frac{1}{2}\right)^2+\left(\frac{1}{2}\right)^2}}\leq \frac{1}{\sqrt{1+\left(\frac{1}{2}\right)^2+\left(\frac{1}{2}\right)^2}}\leq \frac{1}{\sqrt{1+\left(\frac{1}{2}\right)^2+\left(\frac{1}{2}\right)^2}}\leq \frac{1}{\sqrt{1+\left(\frac{1}{2}\right)^2+\left(\frac{1}{2}\right)^2}}\leq \frac{1}{\sqrt{1+\left(\frac{1}{2}\right)^2+\left(\frac{1}{2}\right)^2}}\leq \frac{1}{\sqrt{1+\left(\frac{1}{2}\right)^2+\left(\frac{1}{$

(a) Principles of consolidation

The consolidated financial report incorporates the assets and liabilities of all entities controlled by SmartTrans Holdings Ltd as at 30 June 2005 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.

Outside interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

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(b) Income tax

The economic entity 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 are 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 carrying values of non current assets are recorded at their recoverable amounts, which are determined by reference to the present value of future net cash flows expected to be generated by those assets.

The present value of future net cash flows expected to be generated by the parent entity's investment in SmartTrans Ltd cannot be assessed with certainty as it is dependent upon a continuation of the successful development and commercialisation of the route optimisation and mobile data systems technology. Although the directors are budgeting for the business to be profitable from and including the year ending 30 June 2006, on the basis of conservatism and prudence and in preparation for the introduction of the international financial reporting standards next financial year, the directors have elected to raise provisions against the parent entity's investment in and loan to SmartTrans Ltd until the budgeted profit has been achieved.

For the year ended 30 June 2005 (Cont.)

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

(d) Property, plant and equipment

Each class of property, plant is equipment is carried at cost or fair value less, where applicable, any accumulated depreciation.

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

(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 و الله المستقلة التي التي التي التي التي التي التي التي that either:-

• it is expected that the expenditure will be recovered through successful development and exploitation of the area of GY. interest, or alternatively by its sale, or and the state of the state of the state of the state of the state of the state of the state of the state of the
  The state of the state of the state of the state of the state of the state of the state of the state of the st
• (ii) exploration and/or evaluation activities in the area of interest have not vet 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. والمهجل والمحاجبان

A regular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward expenditure A regular review to undertainty $\frac{1}{2}$

(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.

.
Reference

Senator (Sail Senator and Senator

(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 benefits arising from services rendered by employees to balance date. Employee benefits expected to be settled within one year together with benefits 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 benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

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

(i) Earnings per share

Basic earnings per share is determined by dividing the operating loss after income tax attributable to members of SmartTrans Holdings Limited 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 earnings per share by taking into account amounts unpaid on ordinary shares.

(i) 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 during 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.

For the year ended 30 June 2005 (Cont.)

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

(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 hand and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts.

(I) 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. Revenue from the rendering of a service is recognised upon the delivery of the service to the 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. 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 $GST$

$\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}{\text{GUT}}(\mathcal{L}_{\text{GUT}})))))))$

.
		Consolidated		Company
	2005	2004	2005	200
	S	s	\$
NOTE 2: REVENUE Operating activities
Consulting fees		$321,157 - 294,601$	92,777	.136
Maintenance contracts	106,797	106,066
Installations	203,301	213,735
Access fees	166,376	123,466
	797,631	737,868	92,777	97,136
Non-operating activities
Proceeds from sale of plant and equipment		15,408		15,208
Interest received		72,434
	55,124		54,387	72,067
Other revenue	45,600	30,995	41,361	30,128
	100,724	118,837	95,748	117,403
	898,355	856,705	188,525	214,539

For the year ended 30 June 2005 (Cont.)

		Consolidated		Company
	2005	2004	2005	2004
	\$	\$	\$	S
NOTE 3: OPERATING LOSS
The loss from ordinary activities has been determined after charging the
following items:
Revenue
Profit on disposal of plant and equipment		15,076		15,076
Expense
Borrowing Cost		417
Depreciation
- building	4,000	4.000	4,000	4.000
- plant and equipment	48,095	80,833	6,268	4,837
- leased plant and equipment	2,052	6,976
- Route optimisation system and website development	79,607	65,704
	133,754	157,513	10,268	8.837
Amortisation of goodwill		44,500
Bad or doubtful debts	31,236	66.616
Loss on disposal of plant and equipment		4.462
Mineral exploration and evaluation written off	308,958	56,867	308,958	56,867
Provision for diminution in value of investment in controlled
entity – Note 1 (c) $\sim$ $\sim$ $\sim$ $\sim$ $\sim$				1,295,165
Provision for non recovery of loan to controlled entity - Note $\pm$ (c)			467,460	2.543.000.
Recoverable amount write down of goodwill on consolidation -
Note $l(g)$		709,628
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	1,295,202	1,922,036	1,239,024	4,410,758
Income tax benefit at 30%	(388, 561)	(576, 611)	(371,707)	(1,323,227)
Less tax effect of permanent differences
Expenditure and amortisation not deductible	141,334	226,238	140,254	1,171,631
Tax effect of timing differences not brought to account as future
income tax benefits	247,227	350,373	231,453	151,596
Income tax expense	$\overline{\phantom{0}}$	$\overline{\phantom{0}}$	$\overline{\phantom{0}}$
(b) Future income tax benefits
The directors estimate that the potential future income tax
benefits at 30 June 2005 at 30% not brought to account is in
respect of:
Tax losses		6,607,943		5,483,010
Capital losses	6,899,244 1,103,789	1,103,789	5,643,947 1,103,789	1,103,789

The above benefits will only be obtained if:

The Company and economic entity derive future assessable income of a nature and of an amount sufficient to enable the $(i)$ benefits to be realised;

the Company and economic entity continue to comply with the conditions for deductibility imposed by tax legislation and $(ii)$

$(iii)$ no changes in tax legislation adversely affect the Company and economic entity in realising the benefits.

For the year ended 30 June 2005 (Cont.)

	Consolidated		Company
	2005	2004	2005	2004
	\$	S	\$	S
NOTE 5: CASH ASSETS
Cash on hand	1,374	1,374	1,000	1,000
Cash at bank	369,876	49,628	304,558	37,606
Deposits at call	1,676,720	1,045,403	1,676,720	1,045,403
	2,047,970	1,096,405	1,982,278	1,084,009
NOTE 6: RECEIVABLES
Current
Trade debtors	193,145	143,394
Provision for doubtful debts	(97, 940)	(66, 644)
	95,205	76.750
Sundry debtors	101,432	51,458	71,762	36,818
	196,637	128,208	71,762	36,818
Non Current
Amounts owing by controlled entities (Refer Note 8)			3,448,135	3,038,016
Provision for non recovery			(3,010,460)	(2, 543, 000)
			437,675	$-495,016$
Performance bonds	64,192 64,192	48,526 48,526	61,100 498,775	41,100 536,116
NOTE 7: OTHER ASSETS
Prepayments	12,337	1,714	830	755
NOTE 8 : OTHER FINANCIAL ASSE
Shares in controlled entities -- cost			1,295,167	1,295,167
Provision for diminution in value			(1,295,165)	(1,295,165)
			$\cdots$ 2	2
Specimen gold	36,379	36,379	36,379	36,379
	36,379	36,379	36,381	36,381

Investment in Controlled Entities:
	Place of Incorporation	Equity Holding		Parent Entity Investment
		2005	2004	2005	2004
Parent Entity
SmartTrans Holdings Limited	Australia
Controlled Entities
SmartTrans Limited	Australia	95%	95%	$\blacksquare$
E-Trans Pty Ltd	Australia	100%	100%		◠

For the year ended 30 June 2005 (Cont.)

			Consolidated		Company
			2005	2004	2005	2004
			7	\$	\$	\$
NOTE 9 : PROPERTY, PLANT AND EQUIPMENT
Land and buildings
Cost			172,000	172,000	172,000	172,000
Accumulated depreciation			(36,000)	(32,000)	(36,000)	(32,000)
			136,000	140,000	136,000	140,000
Plant and equipment
Cost Accumulated depreciation			511,732 (398, 392)	485,945 (334, 242)	235,181 (183, 718)	235.181 (177, 450)
			113,340	151.703	51,463	57.731
Leased plant and equipment Capitalised leased assets				16,055
Accumulated amortisation				(14,003)
				2,052
Route Optimisation System development
Cost
			617,367	551,148
Accumulated Amortisation			(245, 187)	(165, 580)
			372,180	385,568
Total property, plant and equipment			621,520	679.323	187,463	197,731
The basis of recovery of the carrying value of the route optimisation system is disclosed in Note 1 (c).
	Land and	Plant and	Leased Plant	Route	Total
	Buildings.	Equipment	And Equipment	Optimisation System
	\$	- 5 $\mathcal{H}_{\mathcal{C}}$ .	Ś.	\$.	\$
Balance at the beginning of the year	140,000	151,703	2.052	385,568	679,323
Additions		9.732		66,219	75,951
Disposals
Depreciation and amortisation	(4,000)	(48,095)	(2,052)	(79.607)	(133,754)
Carrying amount at end of year	136,000	113,340		372,180	621,520
	Land and Buildings	Plant and Equipment	Leased Plant And Equipment	Route Optimisation	Total
				System
	\$	\$	\$	\$	\$
Balance at the beginning of the year	140,000	57,731			197,731
Depreciation and amortisation	(4,000)	(6,268)	$\omega$		(10, 268)
Carrying amount at end of year	136,000	51,463	$\overline{a}$	L.	187,463

For the year ended 30 June 2005 (Cont.)

	Consolidated		Company
	2005	2004	2005	2004
	5	\$
EXPLORATION, EVALUATION AND DEVELOPMENT COSTS NOTE 10
Exploration properties – at cost	4,279,929	4,508,970	4,279,929	4.508.970
Balance at beginning of financial year	4,508,970	4,501,052	4,508,970	4,501,052
Expenditure incurred during the year	79.917	64,785	79,917	64.785
Expenditure written off during the year	(308,958)	(56, 867)	(308,958)	(56, 867)
Balance at end of financial year	4,279,929	4,508,970	4,279,929	4.508.970

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 as further discussed in Note 1(e)

NOTE 11: INTANGIBLE ASSETS

At cost		890,086
Accumulated amortisation		(180, 458)
Write down to recoverable amount		(709.628)
NOTE 12 : PAYABLES
Trade creditors and accruals	325,355	180,709	11.286	20,478
Advance from joint venture	80,981	112,056	80.981	112,056
	406,336	292,765	92,267	132,534
NOTE 13 : INTEREST BEARING LIAB
Lease liability		2.052
NOTE 14 : PROVISIONS
Employee entitlements	162,359	$-150,579$	117,172	112.585
Number of employees at year end	10	$\mathbf{H}$		3
NOTE 15 : CONTRIBUTED EQUITY
382,394,604 (2004 : 190,957,302) fully paid ordinary shares	51,061,840	49,130,498	51,061,840	49,130,498
(a) Ordinary Shares
At the beginning of the reporting period	49,130,498	49,130,498	49,130,498	49,130,498
Shares issued during the year
107,877,468 on 14 March 2005 (Rights Issue).	1,186,652		1,186,652
83,079,834 on 8 April 2005 (Shortfall taken up by underwriter)	913,878		913,878
210,000 on 29 April 2005 (Conversion of Options)	2,310		2,310
220,000 on 5 May 2005 (Conversion of Options)	2,420		2,420
50,000 on 17 June 2005 (Conversion of Options)	550		550
Transaction costs relating to share issues	(174, 468)		(174, 468)
	51,061,840	49,130,498	51,061,840	49,130,498
	Number	Number	Number	Number
At beginning of the reporting period	190,957,302	190,957,302	190,957,302	190,957,302
Shares issued during the year
14 March 2005 (Rights Issue)	107,877,468		107,877,468
8 April 2005 (Shortfall taken up by underwriter)	83,079,834		83,079.834
29 April 2005 (Conversion of Options)	210,000		210,000
5 May 2005 (Conversion of Options)	220,000		220,000
17 June 2005 (Conversion of Options)	50,000		50,000
At reporting date	382,394,604	190,957,302	382,394,604	190.957.302

For the year ended 30 June 2005 (Cont.)

NOTE 15: CONTRIBUTED EQUITY (Cont)

On 14 March 2005 the Company issued 190,957,302 ordinary shares at 1.1 cents each to shareholders on the basis of one share for every one share held.

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

(b) Options

On 14 March 2005, 190,957,302 options were granted to the holders of ordinary shares to accept ordinary shares at an exercise price of 1.1 cents each. The options are exercisable on or before 14 March 2006.

480,000 options were subsequently converted to shares so at 30 June 2005 there were 190,477,302 (30 June 2004; NIL) unlisted options which can be converted to ordinary shares.

		Consolidated		Company
		2005	2004	2005	2004
		S	S	S	\$
NOTE 16: ACCUMULATED LOSSES
Net loss attributable to parent entity	Accumulated losses at the beginning of financial year	43,076,369 1,295,202	41,154,333 1,922,036	42,974,837 1,239,024	38,564.079 4,410,758
Accumulated losses at the end of financial year		44.371.571	43,076,369	44,213,861	42,974,837
NOTE 17: OUTSIDE EQUITY INTERESTS II
CONTROLLED ENTITY
Outside equity interest comprises;
Share capital		50,501	50,501
Accumulated losses		(50, 501)	(50, 501)
	NOTE 18 : REMUNERATION OF DIRECTORS AND EXECUTIVES
	(a) Names and positions held of Parent Entity Directors and Specified Executives in office at any time during the financial year are:
Parent Entity Directors
John P. C. Forsyth AM	Chairman - Non-Executive
James P. Laurie	Director - Executive
Andrew D. Forsyth	Director - Non-Executive
Specified Executives
Bryan E. Carr	Chief Operating Officer (SmartTrans Limited)
(b) Parent Entity Directors' Remuneration
	Primary		TatsE

	Salary, Fees & Commissions			Superannuation Contribution		Other – Note $20$ (b)
	2005	2004	2005	2004	2005	2004	2005	2004
	\$	\$	\$	S	\$	S	\$	\$
J. Forsyth AM				$\overline{\phantom{a}}$	240,000	240.000	240.000	240,000
J. Laurie	186.881	186,881	10.519	10,519	٠		197,400	197,400
A. Forsyth	$\mathbf{m}$	18.350	20.000	1,650	$\tilde{\phantom{a}}$		20,000	20,000
Total	186,881	205.231	30,519	12.169	240,000	240,000	457,400	457,400

For the year ended 30 June 2005 (Cont.)

NOTE 18: REMUNERATION OF DIRECTORS AND EXECUTIVES (Cont.)

(c) Specified Executives' Remuneration
		Prímary			Total
		Salary & Fees		Superannuation Contribution
	2005	2004	2005	2004	2005	2004
	\$	S	\$	S	Ŝ	\$
B. Carr	145,000	145,000	13.050	13,050	158,050	158,050
Total	145.000	145,000	13,050	13,050	158,050	158,050

(d)(i) Shareholdings

Number of Shares held by Parent Entity Directors and Specified Executives

	Balance	Received as	Rights Issue Net Change*		Balance
	1 July 2004	Remineration			30 June 2005
Parent Entity Directors
John Forsyth AM	63,780,486		146,860,320		210,640,806
Andrew Forsyth	26,698,097		26,698,097		53,396,194
James Laurie	42,857		42,857		85,714
Specified Executives
Bryan Carr	200,000		200,000	(44, 597)	355,403
Total	90,721,440		173,801,274	(44, 597)	264,478,117
*Net Change refers to shares bought and sold
(d)(ii) Unlisted Options
	Number of Unlisted options held by Parent Entity Directors and Specified Executives
	Balance	Received as	Rights Issue	Net Change	Balance
	1 July 2004	Remuneration			30 June 2005
Parent Entity Directors
John Forsyth AM			146,860,320		146,860,320
Andrew Forsyth			26,698,097		26,698,097
James Laurie			42,857		42,857
Specified Executives
Bryan Carr			200,000		200,000
Total			173,601,274		173,601,274

(e) Remuneration Practices

The Company's policy for determining the nature and amount of emoluments of board members and senior executives of the Company is as follows:

The remuneration structure for executive officer, including the executive director, is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the Company. The contracts for service between the Company and specified directors and executives are on a continuing basis the terms of which are not expected to change in the immediate future. Upon retirement specified directors and executives are paid employee benefit entitlements accrued to date of retirement. Specified executive directors and specified executives are paid a percentage of their salary (determined by the Board) in the event of redundancy.

For the year ended 30 June 2005 (Cont.)

		Consolidated		Company
	2005	2004	2005	2004
		S	41
NOTE 19: REMENERATION OF AUDITORS
Remuneration of the auditor of the parent entity for:
Auditing or reviewing the financial statements	15,750	11.500	7.750	8,000
Other Services	11.150	13.142	9,650	7.355
	26.900	24.642	17.400	15,355

NOTE 20: 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:

$\bar{1}$ is $\bar{1}$ .

• John P C Forsyth AM $\bullet$
• Andrew D Forsyth $\left(\begin{smallmatrix}0&0&0&0&0&0&0&0&0&0&0&0&0&0&0&0&0&0&0&$ James P Laurie $\sim 10^{11}$

(b) Transactions of directors and Director-Related Entities

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

$\mathbf{v}_{\text{scat},m}$ Dymocks Pty Ltd, a company of which Messrs JPC Forsyth AM and AD Forsyth are directors, provided management, office accommodation and administrative services to the Company totalling \$240,000 (2004: \$240,000).

i di Kabupatén Bandung
Kabupatèn Jawa Jawa Bandung
Kabupatèn Jawa Bandung (c) Directors' Shareholdings

Directors and director related entities held directly, indirectly or beneficially at balance date, the following equity interests in the Company.

网络变			Number of Shares	Number of Unlisted	$\sim 10^{11} M_{\odot}$ .
				Options	The County
ilan n and the		2005	2004	2005	Line Stor STAR 2004 Magnesius and the con-
Parent Entity Directors					on the State $\cdots$
John P C Forsyth AM		192,457,368	54,646,224	137,768,241	Country William
Andrew D Forsyth		14,136,290	7,068,865	7,067,945
James P Laurie		85,714	42,857	42.857	$\overline{\phantom{a}}$
Economic entity

d) Economic entity

The economic entity consists of SmartTrans Holdings Limited and its subsidiaries as disclosed in Note 8. Transactions between the parent entities and other entities in the group consisted of the loans advanced as disclosed in Note 6. 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.

	Consolidated
NOTE 21: EARNINGS PER SHARE	2005	2004
	Cents	Cents
Basic earnings per share - loss	(0.54)	(1.01)
		Number of Shares
Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share.	241,715,963	190.957.302
Weighted average number of ordinary shares outstanding during the year used in the calculation of diluted earning per share	241.715.963	190.957.302

For the year ended 30 June 2005 (Cont.)

NOTE 22: SEGMENT INFORMATION

(a) Industry Segments

		Exploration		Transport		Consolidated
	2005	2004	2005	2004	2005	2004
	S	\$	Ŝ	S	S	S
REVENUE
External sales	188,525	214,539	709,830	642,166	898,355	856,705
RESULT
Segment result	(771, 564)	(572, 593)	(523, 638)	(639, 815)	(1, 295, 202)	(1,212,408)
Unallocated expense						(709, 628)
					(1, 295, 202)	(1,922,036)
ASSETS
Segment assets	6,619,741	5,905,762	639,223	593,763	7,258,964	6,499,525
LIABILITIES
Segment liabilities	209,439	245,119	359,256	200,277	568,695	445,396
OTHER
Acquisition of plant and equipment		9,380	75,951	92,817	75.951	102,197
Depreciation and amortisation	10,268	8.837	123,486	193,176	133,754	202,013
Non-cash expenses other than
depreciation and amortisation	308,958	56,867		67,272	308,958	124,139
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 and mobile data systems for use in the transport industry to optimise efficiency of consignment systems and to track vehicles. $\begin{aligned} \gamma_{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}{\mathbf{S}}}}}}}}}}\text{,}}\end{aligned}$

(c) Intersegment Transactions

There are no intersegment transactions.

NOTE 23: 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 \$211,300 in the year ended 30 June 2006 (2005: \$230,200) 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.

	Consolidated		Company
	2005	2004	2005	2004
			э
(c) Finance Lease Commitments
Pavable
Not later than one year		2.062	$\overline{\phantom{a}}$
Later than one year but not later than five years
Minimum lease payments		2.062
Less future finance charges		(10)	-
Total lease liability		2,052

For the year ended 30 June 2005 (Cont.)

		Consolidated		Company
	2005	2004	2005	2004
	S	\$	S	S
NOTE 24 : NOTES TO THE STATEMENT OF CASH FLOWS
Reconciliation of net cash used in operating activities to net loss from ordinary activities
Net loss from ordinary activities after income tax	(1,295,202)	(1,922,036)	(1, 239, 024)	(4,410,758)
Non-cash flows in loss from ordinary activities
Exploration and evaluation expenditure	(552.992)	(434, 542)	(552,992)	(434, 542)
Depreciation	54.147	91,809	10.268	8,837
Write-down of Inter-company Loan Amortisation	79,607	33.922 110.204		67.272
Exploration expenditure written off Gain on disposal of plant and equipment	308,958	56,867 (15,076)	308,958	56,867 (15,076)
Loss on disposal of plant and equipment		4,462
Provisions for diminution in value and non recovery			467,460	3,838,165
Goodwill written off		709,628
Change in net assets and liabilities:
Increase/(decrease) in receivables	(76, 460)	(27,094)	(54, 858)	(36,277)
(Increase)/decrease in other assets	(6, 227)	6,337	(162)	(75)
(Increase)/decrease in payables	149,941	(5,756)	(9,191)	(7, 735)
(Increase)/decrease in provisions	(5, 546)	(6.523)	4,587	(2,525)
Net Cash used in Operating Activities	(1,343,774)	(1, 397, 798)	(1.064, 954)	(935, 847)
NOTE 25 : JOINT VENTURES
The Company is a participant in the South Connors Arch Project with Australia Oriental Minerals NL where it has carned a 60% interest in vari

ous tenements. 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 10). Midas Resources Limited (Midas) has earned 51% equity in five tenements and SmartTrans has diluted to 29.4% equity.
Jeteld Pty Ltd (Jeteld) had the right to earn 47% equity in two teneme contributed \$1,249,585 by 30^th fune 2005 and has advised that it is willing to remain in the project. Negotiations are currently in progress with Jeteld and Australia Oriental Minerals NL regarding the funding of future exploration programs. SmartTrans Holdings Ltd is the operator and manager of this Joint $\label{eq:1} \mathbb{E} \left[ \frac{\partial \mathcal{H}{\mathcal{G}{\mathcal{G}{\mathcal{G}}}}(\mathcal{G}{\mathcal{G}{\mathcal{G}{\mathcal{G}}}})}{\partial \mathcal{H}{\mathcal{G}{\mathcal{G}{\mathcal{G}}}}(\mathcal{G}{\mathcal{G}{\mathcal{G}{\mathcal{G}}}})}\right]$ Venture.

A new joint venture partner is being sought for the Riversleigh project.

For the year ended 30 June 2005 (Cont.)

NOTE 26 : FINANCIAL INSTRUMENTS

Interest Rate Risk $(a)$

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 set out below:

2005
			Fixed interest maturing in:
	Floating interest rate	1 year or less	1 to 5 vears	Non- interest bearing	Total
	\$	S	S	\$	\$
Financial assets Cash Receivables	2,046,596 $\tilde{\phantom{a}}$			1,374 260,829	2,047,970 260,829
	2,046,596	$\overline{\phantom{a}}$		262,203	2,308,799
Weighted average interest rate	5.24% -
Financial liabilities
Payables				(406.336)	(406.336)
Interest bearing liabilities				(406, 336)	(406,336)
Weighted average interest rate
Net financial assets.	2,046,596			(144, 133)	1,902,463
2004.	Floating interest rate	1 year or $\sim$ less $\sim$	Fixed interest maturing in: 1 to 5 $\sim$ years	Non- interest bearing	Total
	800 S. G. L			$\cdots$ 5	\$
Financial assets Cash	,095,031				1,096,405
Receivables				1,374 $\cdots$ 176,734 $\cdots$	176,734
	1,095,031			178,108	1,273,139
Weighted average interest rate	4.75%
Financial liabilities Payables				(292,765)	(292, 765)
Interest bearing liabilities	$\blacksquare$	(2,052) (2,052)	$\blacksquare$	$\sim$ (292,765)	(2,052) (294, 817)
Weighted average interest rate		10.81%
Net financial assets -	1.095.031	(2.052)		(114.657)	978.322

$(b)$ 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.

Net Fair Value of Financial Assets and Liabilities $(c)$

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 date.

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.

For the year ended 30 June 2005 (Cont.)

NOTE 27: SUBSEQUENT EVENTS

The Company has signed a conditional contract to sell its land and building in Kalgoorlie. The sale contract was signed on $24^th$ June 2005. Settlement is due to take place on 30 September 2005 and the sale price is \$265,000.00.

NOTE 28 IMPACT OF ADOPTION OF AUSTRALIAN EQUIVALENTS TO INTERNATIONAL REPORTING STANDARDS

The company is currently preparing and managing the transition to Australian Equivalents to International Financial Reporting Standards (AIFRS) effective for the financial years commencing from I January 2005. The adoption of AIFRS will be reflected in the economic entity's and the parent entity's financial statements for the year ending 30 June 2006. On first time adoption of AIFRS, comparatives for the financial year ended 30 June 2005 are required to be restated. The majority of the AIFRS transitional adjustments will be made retrospectively against retained carnings at 1 July 2004

The economic entity's management has assessed the significance of the expected changes and is preparing for their implementation. The directors and management are overseeing and managing the economic entity's transition to AIFRS. The impact of the alternative treatments and elections under AASB 1: First Time Adoption of Australian Equivalents to International Financial Reporting Standards has been considered where applicable.

The directors are of the opinion that the key material differences in the economic entity's accounting policies on conversion to AIFRS and the financial effect of these differences, where known, are as follows. Users of the financial statements should note, however, that the amounts disclosed could change if there are any amendments by standard-setters to the current AIFRS or interpretation of the AIFRS requirements changes from the s ar Christian Albert Christian Christian Christian Christian Christian Christian Christian Christian Christia
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continuing work of the company's directors and management.

í Exploration and Evaluation Expenditure -

AASB 6: Exploration for and Evaluation of Mineral Resources, will require the Company to apply "area of interest" accounting to exploration and evaluation expenditures, effectively grandfathering the treatment currently used by the Company under AASB 1022: Accounting for Extractive Industries, Under AASB 6, if facts and circumstances suggest that the carrying amount of any recognised exploration and evaluation assets may be impaired, the Company must perform impairment tests on those assets in accordance with AASB 136; Impairment of Assets. Impairment of exploration and evaluation assets is to be assessed at a cash generating unit or group of cash generating unit level provided this is no larger than an area of interest. Any impairment loss is to be recognised as an expense in accordance with AASB 136. k kalendar kalendar (* 1939)
20. december - Johann Barnett, beskriver franc

On transition, management does not expect any adjustments to exploration expenditure carried forward.

.
Registrag i Pregist

ìi Impairment of Assets

Under AASB 136: Impairment of Assets, the recoverable amount of an asset is determined as the higher of fair value less costs to sell, and value in use. In determining value in use, projected future cash flows are discounted using a risk adjusted pre-tax discount rate and impairment is assessed for the individual asset or at the 'cash generating unit' level. A 'cash generating unit' is determined as the smallest group of assets that generates cash flows that are largely independent of the cash inflows from other assets or groups of assets. The current policy is to determine the recoverable amount of an asset on the basis of undiscounted net cash (lows that will be received from the asset's use and subsequent disposal. It is likely that this change in accounting policy will lead to impairments being recognised more often.

1. Dag

The directors and management has reassessed its impairment testing policy and tested all assets in the economic entity for impairment as at 1 July 2004 and 30 June 2005. No adjustments are required for the parent or economic entity.

iîi Non-current Investment

Under AASB 139: Financial Instruments: Recognition and Measurement, financial assets are required to be classified into four categories, which determines the accounting treatment of the item. The categories and various treatments are:

• * held to maturity, measured at amortised cost:
• * held for trading, measured at fair value with unrealised gains or losses charged to the profit and loss;
• *loans and receivables, measured at amortised cost; and

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* available for sale instruments, measured at fair value with unrealised gains or losses taken to equity.

The Company's financial assets comprise available for sale financial instruments. Under AASB 139, the measurement of available for sale instruments at fair value differs to current accounting policy which measures non-current investments at cost with an annual review by directors to ensure the carrying amounts are not in excess of the recoverable value of the instrument. The impact of the change is likely to increase the value of non-current other financial assets in relation to available for sale instruments.

AASB 1 provides an election whereby the requirements of AASB 139 dealing with financial instruments are not required to be applied to the first AIFRS comparative year, and the first time adoption of this standard will apply from 1 July 2005. The Company has decided that it will adopt this election and will not restate comparative information for the 30 June 2005 financial year

On transition, there is no expected financial impact on the parent or economic entity.

For the year ended 30 June 2005 (Cont.)

$\dot{W}$ Income Tax

Currently, the economic entity adopts the liability method of tax-effect accounting whereby the income tax expense is based on the accounting profit adjusted for any permanent differences. Timing differences are currently brought to account as either a provision for deferred income tax or future income tax benefit. Under AASB 112: Income Taxes, the entity will be required to adopt a balance sheet approach under which temporary differences are identified for each asset and liability rather than the effects of the timing and permanent differences between taxable income and accounting profit.

On transition, there is no expected financial impact on the parent or economic entity,

Reconciliations from AGAAP to AIFRS

	Consolidated	Parent
	2005 \$	2005 \$
Reconciliation of Net loss
Net loss reported under Australian Accounting Standards	(1, 295, 202)	(1,239,024)
Key transitional adjustments:
Net profit under AIFRS	(1,295,202)	(1, 239, 024)
Reconciliation of Equity
Total equity reported under Australian Accounting Standards	6,690,269	6,847,979
Retrospective adjustments to equity at 1 July 2004:
Alexandric Service Contractor the company of the	6.690,269	6,847,979
Effect on current year profit resulting from transition to AIFRS
Total equity under AIFRS	6,690,269	6,847,979
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 4, Level 7 11 Queens Road Melbourne VIC 3004
SmartTrans Limited 133 Alexander Street Crows Nest NSW 2065

RSM Bird Cameron Partners

Chartered Accountants

8 St Georges Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T+61892619100 www.rsmi.com.au

AUDITOR'S INDEPENDENCE DECLARATION

In relation to our audit of the financial statements of SmartTrans Holdings Limited for the year ended 30 June 2005, to the best of our knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

RSM Bird Cameron Partners RSM BIRD CAMERON PARTNERS Chartered Accountants Sunlit Perth, WA S C CUBITT Dated: 30 September 2005 Partner

$-26-$

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.

CORPORATE GOVERNANCE

The Company is committed to implementing the highest practical standards of corporate governance. The Company is pleased to advise that its practices are largely consistent with the ASX Corporate Governance Council's Principles of Good Corporate Governance and Best Practice Recommendations.

Where the Company's corporate governance practices differ from the practices recommended by the Council, the Company will explain its position bearing in mind that not all the practices are appropriate due to the size of the Company.

$\mathbf{I}$ . Board of Directors

$L1$ Role of the Board

The Board's role is to govern the Company rather than to manage it. In governing the Company, the directors must act in the best interests of the Company as a whole. It is the role of senior management to manage the Company in accordance with the direction and delegations of the Board.

$L₂$

The Board does not comply with practices recommended as it does not have any independent directors. Directors are appointed based on the specific skills required by the Company and on the independence of their decision-making and judgment.

The current Board comprising two non executive directors and one executive director is appropriate for the size of the Company.

This issue will be kept under review and one or more independent directors will be appointed if and when it is appropriate to do so. a na salaman

${\bf \textit{Response} }$ Responsibilities of the Board $1.3$

S.

Without intending to limit the role of the Board, the principal functions and responsibilities of the Board include the following.

• $1.3.1$ Leadership of the Organisation: voverseeing the Company and establishing codes that reflect the values of the Company and guide the conduct of the Board. management and employees.
• Strategy Formulation: working with senior management $1.3.2$ to set and review the overall strategy and goals for the Company and ensuring that there are policies in place to govern the operation of the Company.
• $1.3.3$ Shareholder Liaison: ensuring effective communications with shareholders through an appropriate communications policy and promoting participation at general meetings of the Company.
• $1, 3, 4$ Company Finances: approving and monitoring acquisitions, divestitures and financial and other reporting.
• Delegation of Authority: delegating appropriate powers $1.3.5$ to senior management to ensure the effective day-to-day management of the Company.

Board Policies $L_{\rm A}$

$1.4.1$ Conflicts of Interest

Directors must disclose to the Board actual or potential conflicts of interest that may or might reasonably be thought to exist between the interests of the director and the interests of any other parties in carrying out the activities of the Company;

$1.4.2$ Related Party Transactions

Related party transactions include any financial transaction between a director and the Company and, if any, will be reported in writing to each Board meeting.

Trading in Company Shares $143$

The Company has a Share Trading Policy under which directors and certain employees and their associates are prohibited from trading in the Company's securities during the 4 weeks preceding:

• Composition of the Board $\frac{1}{2}$ the release by the Company of its half-yearly results
• s the release by the Company of its annual results to the ASX.

In addition, consistent with the law, designated officers are prohibited from trading in the Company's securities while in the possession of unpublished price sensitive information concerning the Company.

Board Committees $2.$

$2.1$ Audit Committee

As the whole Board only consists of only three members, and due to the size of the Company, it does not have a separate audit committee.

$\mathcal{L}{\mathcal{A}}$ , where $\mathcal{L}{\mathcal{A}}$ $2.2$ Remuneration Committee

As the whole Board only consists of only three members, and due to the size of the Company, it does not have a separate remuneration committee.

Non-executive director Remuneration Policy $2.2.1$

Non-executive directors are paid their fees out of the maximum aggregate amount (currently \$80,000) approved by shareholders for the remuneration of nonexecutive directors. Non-executive directors do not receive performance based bonuses and do not participate in equity schemes of the Company other than rights issues of securities and underwriting of the issue of securities.

The remuneration payable to the non-executive directors has remained constant since 2^nd November 1990.

$2.3$ Nomination Committee

As the whole Board only consists of only three members, and due to the size of the Company, it does not have a separate nomination committee.

$\label{eq:2} \begin{split} \mathcal{L}{\mathcal{L},\mathcal{L},\mathcal{L},\mathcal{L}}(\mathbf{x},\mathbf{y},\mathbf{z})&=\mathcal{L}{\mathcal{L},\mathcal{L}}(\mathbf{x},\mathbf{y},\mathbf{z})\mathcal{L}{\mathcal{L}}(\mathbf{x},\mathbf{y},\mathbf{z})\mathcal{L}{\mathcal{L}}(\mathbf{x},\mathbf{y},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\mathbf{z},\$

CORPORATE GOVERNANCE (Cont.)

$\overline{3}$ . Company Code Of Conduct

As part of its commitment to recognising the legitimate interests of stakeholders, the Company has established a Code of Conduct to guide compliance with legal and other obligations to legitimate stakeholders. These stakeholders include employees, clients, customers, government authorities, creditors and the community as whole. This Code includes:

Responsibilities to Shareholders and the Financial Community Generally

The Company has processes in place designed to ensure the truthful and factual presentation of the Company's financial position.

Responsibilities to Clients, Customers and Consumers

Each employee has an obligation to use their best efforts to deal in a fair and responsible manner with each of the Company's clients, customers and consumers.

Employment Practices

The Company endeavours to provide a safe workplace in which there is equal opportunity for all employees at all levels of the Company. The Company does not tolerate the offering or acceptance of bribes or the misuse of Company assets or resources. $\sim$ , $\sim$

Obligations Relative to Fair Trading and Dealing

The Company aims to conduct its business fairly and to compete ethically and in accordance with relevant competition laws.

an
Maria ya Katika Marejeo Conflicts of Interest

Employees and directors must avoid conflicts as well as the appearance of conflicts between personal interests and the interests of the Company.

SHAREHOLDER INFORMATION

The following details are according to the Share Registry's records as at 31^st August 2005.

$\bf(a)$ Substantial Shareholders

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

Substantial Shareholder	ACN	No. of Shares	No. of Unlisted Options
Tandragee Pty Ltd	008 776 949	219,455,070	151.267.452
Coolgardie Units Pty Ltd	050 049 191	219.455,070	151,267,452
Jamajon Pty Ltd (includes subsidiaries)	008 502 770	210.640,806	146,860,320
Mr J P C Forsyth $AM$		210.640,806	146,860,320
Mr A D Forsyth and the following companies of which he is a director:		53,396,194	26.698.097
Cotway Investments Pty Ltd:	008 429 528	53,396,194	26,698,097
Dileen Pty Ltd;	008 488 208	53,396,194	26,698,097
Willeroon Pty Ltd;	088 507 604	53,396,194	26,698,097
Canala Services Pty Ltd;	079 016 630	53,396,194	26,698,097
$\mathcal{L}_{\mathcal{I}_1}$ is a set of the $\mathcal{I}_1$
Twenty Largest Shareholders
$\alpha$ , $\alpha$ , $\alpha_{\alpha_{\alpha_{\alpha_{\alpha}}}}$	Park Control

$(b)$

		No. of Ordinary Fully Paid Shares Held	Percentage Held Issued Ordinary Capital
	Dymocks Securities Pty Ltd	134,904,976	35.28%
$\frac{1}{2}$	Jamajon Pty Ltd	31, 147, 472	8.15%
$\cdot 3 \cdot$	Tandragee Pty Ltd	25,697,734	6.72%
$\mathbf{4}$	Coolgardie Units Pty Ltd	18,884,196	4.94%
5.	ANZ Nominees Limited (Cash Income A/C)	$-8,636,777$	2.26%
6	Kanaslex Pty Ltd	7,619,000	1.99%
7	Templevale Pty Ltd	$-5,500,000$	.1.44%
8	Canala Services Pty Ltd	4,407,132	1.15%
9	A D Forsyth	$-4,407,132$	1.15%
10	Isatsan Pty Ltd	3,944,352	1.03%
11	Loxden Pty Ltd	3,000,000	0.78%
12	Nefco Nominees Pty Ltd	2.909,588	0.76%
13	Mr Benjamin Corser	2,734,027	0.71%
14	Citicorp Nominees Pty Ltd	2,387,142	0.62%
15	Ms Maureen Rita Morrow	2,246,410	0.59%
16	Australian Consolidated Exploration Pty Ltd	2,000,000	0.52%
17	Bilboa Nominees Pty Ltd	1,972,494	0.52%
18	Mr David Edward Brown	1,920,000	0.50%
19	Calway Products (Australia) Pty Ltd	1,900,000	0.50%
20	Mr John Selwyn Young & Mrs M D Young	1,887,008	0.49%
		268,105,440	70.10%

SHAREHOLDER INFORMATION (Cont.)

$\overline{\textbf{c}}$ Distribution of Shareholders

Ordinary Shareholders $(i)$ (Ordinary shares paid to 30 cents)

Spread of Holding	Holders	$\frac{0}{2}$	Shares Held
$1 - 1.000$	234	0.04	144,647
$1,001 - 5,000$	665	0.53	2,008,604
$5,001 - 10,000$	532	1.12	4,293,343
$10,001 - 100,000$	1,023	9.53	36,448,247
$100,001$ and over	229	88.78	339,449,763
	2.683	100.00	382,394,604
Shareholders of less than
a marketable parcel	2,103	5.22	19,945,602
	2.103	5.22	19,945,602

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Pangangangan pangangan pangangan pangangan pangangan pangangan pangangan pangangan pangangan pangangan pangang

andra and a

SUMMARY OF MINING TENEMENTS

Project	Tenements	Group Interest	Joint Venture Partners at 30 June 2005
Base Metals Project	EPM10199	100%
	EPM11130	100%
	EPM11453	100%
	[EPM1]71]	100%
	EPM11773	100%
	EPM12195	.100%
	EPM12374	100%
	EPM12747	100%
	EPM7797	100%
Marlborough Joint Venture	EPM9442	60%	Australia Oriental Minerals NL
	EPM9777	60%	Australia Oriental Minerals NL
	EPM10006	60%	Australia Oriental Minerals NL & Jeteld Pty Ltd
	EPM10131	29.4%	Australia Oriental Minerals NL & MIDAS Resources Ltd
	EPM10132	60%	Australia Oriental Minerals NL
	EPM10133	29.4%	Australia Oriental Minerals NL & MIDAS Resources Ltd
	EPM11134	29.4%	Australia Oriental Minerals NL & MIDAS Resources Ltd
	EPM11726	60%	Australia Oriental Minerals NL
	EPM11727	60%	Australia Oriental Minerals NL
	EPM12353	60%	Australia Oriental Minerals NL
	EPM12355	29.4%	Australia Oriental Minerals NL & MIDAS Resources Ltd
	EPM12361	29.4%	Australia Oriental Minerals NL & MIDAS Resources Ltd
	EPM 12546	60%	Australia Oriental Minerals NL & Jeteld Pty Ltd

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Manazarta e de la Minera
1910: Septembre
1910: Septembre $\label{eq:1} \left{ \begin{aligned} \mathcal{L}{\mathcal{A}}(\mathcal{A}) & \geq \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}{\mathcal{A}}(\mathcal{A}) \mathcal{L}_{\mathcal{A}}(\mathcal{A}) \math$ $\sim 10^{-10}$ km $^2$ $\mathcal{A}={x,y,z}$ . $\zeta_0 = \zeta(t) \geq t^{-1}$ AUGUST 17 Salamatan Salawan Sala as service passed by Range Program

HOLDINGS LIMITED ACN 009 065 650

NOTICE OF ANNUAL GENERAL MEETING

Take notice that the 2005 Annual General Meeting of SmartTrans Holdings Ltd (the "Company") will be held in Room 17 on the 9^th Floor, 428 George Street, Sydney, on Tuesday the 22^nd of November 2005 at $11.00 \text{ am}$

AGENDA

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

$\mathbf{L}$ Financial Statements and Reports:

To receive and adopt the Financial Statements for the year ended 30 June 2005 and the related Directors' Report and Statement and Audit Report.

$2.$ To Elect Director:

To elect James P Laurie, who retires by rotation in accordance with the Constitution and, being eligible, offers himself for re-election as a Director of the Company.

Remuneration of Directors $\overline{3}$ .

That the remuneration of non-executive Directors remains at a maximum of \$80,000 per annum to be divided amongst current and any additional non-executive Directors in such proportions as may be approved by the Board.

$\overline{4}$ . Other Business

Any other business brought before the meeting in accordance with the Constitution of the Company.

JOHN W MILLARD Company Secretary

HOLDINGS LIMITED

ACN 009 065 650

The Company Secretary SmartTrans Holdings Ltd

Level 1, 614 Newcastle Street LEEDERVILLE WA 6007

PO Box 334 LEEDERVILLE WA 6903

Telephone: (08) 9228 1199 Facsimile: (08) 9228 2299 Email: smarttrans@smarttrans.com.au

FORM OF PROXY

I/We. . . . . . . . . . . . . . . . . . . of.................................... being a member of SmartTrans Holdings Limited ("the Company"), appoint Name of Proxy: .................................... Address of Proxy: ....................................

or failing him/her (or in the absence of the appointment of any person), the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday 22^nd November 2005 at 11.00 am EDST and at any adjournment thereof.

If two proxies are being appointed, the proportion of the members voting rights this proxy is appointed to represent is ............... percent. (Additional proxy forms will be supplied by the Company on request).

Proxy Voting Instructions

If you wish to instruct your proxy how to vote, insert a tick in the appropriate box, otherwise your proxy will vote or abstain from voting as he/she thinks fit.

Resolutions	For	Against	Abstain
1. To receive and adopt the Reports and Accounts
2. To elect Director
James P Laurie
3. To approve Directors fees

If the member is a body corporate, then this proxy must be signed in accordance with section 127 of the Corporations Act 2001 or by an attorney appointed in writing by the body corporate.

EXECUTED by
-ACN
in accordance with section 127 of the
Corporations Act 2001

Director/Company Secretary

(Director)

Name of Director/Company Secretary (BLOCK LETTERS)

Name of Director (BLOCK LETTERS)

OR

If the member is an individual or joint holders:

Signature

Signature

• 1. A member entitled to attend and vote at the Annual General Meeting convened by the above Notice is entitled to appoint no more than 2 proxies to vote on the member's behalf.
• 1. Where 2 proxies are appointed and the appointment does not specify the proportion or number of the member's votes, each proxy may exercise half of the member's voting rights.
• 1. A proxy need not be a member.
• 1. Proxy forms must be received at Level 1, 614 Newcastle Street, Leederville, Western Australia, fax number (08) 9228 2299 no later than 48 hours before the time fixed for holding the meeting.
• 1. Appointment of a proxy by a member being a natural person must be under the hand of the member or of an attorney appointed in writing by the member.
• 1. Appointment of a proxy by a member being a body corporate must be executed in accordance with S127 of the Corporations Act 2001 or under the hand of an attorney appointed in writing by the body corporate.
• 1. If signing under a power of attorney, the power of attorney must be received at the Company's registered office at Level 1 614 Newcastle Street, Leederville WA 6007 for inspection and return, when the proxy is lodged.
• 1. The proxy appointment may be a standing appointment for all general meetings until it is revoked.
• 1. As permitted by the Corporations Act 2001, the Company has determined that all securities of the Company registered as at 48 hours before the time appointed for the meeting will be taken, for purposes of the meeting, to be held by the persons who are the registered holders thereof at 11:00am EDST on $20^th$ November 2005. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.