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ORCODA LIMITED Interim / Quarterly Report 2011

Mar 13, 2011

65482_rns_2011-03-13_df35b583-ec65-4763-a419-13492c0163d4.pdf

Interim / Quarterly Report

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SMARTTRANS HOLDINGS LIMITED And Controlled Entities A.B.N. 86 009 065 650

INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2010

C O N T E N T S

Directors' Report Independent Auditor's Review Report Directors' Declaration Condensed Statement of Comprehensive Income Condensed Statement of Financial Position Condensed Statement of Changes in Equity Condensed Statement of Cash Flows Notes to the Financial Statements Auditor's Independence Declaration

DIRECTORS' REPORT

Your Directors present their report together with the interim report of the consolidated entity for the half year ended 31 December 2010.

The names of Directors in office at the date of this report are:

John P C Forsyth AM - Chairman Andrew D Forsyth - Director James P Laurie - Director

The above named Directors held office during and since the end of the half-year.

Review of Operations

Recent highlights include:

  • Signing of an agreement with VODOne's Beijing Caishijie Information Technology Company for the distribution of its V1 Mobile Telephone Lottery Application in China;
  • An agreement with China Mobile Shanxi Group awaits the conclusion of Government administrative requirements of SmartTrans and formal execution;
  • Expansion of the China client base with addition of Allianz/Mondial; and
  • SmartTrans Technology (Beijing) Limited launched.

**********

MOBILE PHONE and TRANSPORT MANAGEMENT SYSTEMS – SmartTrans Limited (95% equity)

Background

The SmartTrans Mobile Telephone Platform is a sophisticated software management system which provides a management tool for the distribution of applications ("Apps") and other digital content including games, animation, music and other multimedia.

During the period SmartTrans established a Wholly Foreign Owned Entity (WFOE) in China and this entity, SmartTrans Technology (Beijing) Company Limited, was granted a business licence to provide its mobile telephone based AMP software and SmartTrans' e-Solution mobile and logistics software in China.

China Mobile Shanxi Project

SmartTrans understands that contract negotiations with China Mobile Shanxi Group are complete and that the execution of the agreement requires the conclusion of Government administrative requirements associated with SmartTrans' new entity in China. The Company understands that these Government administrative requirements are nearing finalisation and the Company awaits formal execution of the agreement which is understood to be currently progressing through internal procedures followed by China Mobile Shanxi Group.

Yamei Project

GPS hardware manufacturer with which SmartTrans is partnering in this project, Yamei, appointed a new sales team in China to sell logistics software solutions. This team will be trained in the use of SmartTrans' software to focus on the emerging Chinese logistics market. SmartTrans' software is planned to be installed on Yamei's hardware and marketed to Yamei's client base.

Other Business Developments:

SmartTrans Technology (Beijing) Company Limited, a wholly owned subsidiary of SmartTrans Limited, has entered into an agreement with VODOne's Beijing Caishijie Information Technology Company Limited (www.caishijie.com) for the distribution of its V1 Mobile Telephone Lottery Application in China. Please refer to Note 2 of the Financial Report for more details.

SmartTrans entered into an agreement with Allianz in China for the provision of SmartTrans e-Solution system for the allocation, job management, GPS Tracking and proof of service for vehicle breakdowns on behalf of vehicle manufacturers contracted to Allianz. The provided solution incorporates hardware and software.

SmartTrans has partnered with Gruden Asia for it to provide creative digital support to SmartTrans in China. SmartTrans understands that Gruden has delivered its digital services to clients such as Disney, NineMSN and Yahoo and is well credentialed to supply content to, and support the rollout of, SmartTrans' systems in China.

SmartTrans continued to work with suppliers of additional content and applications to support its MyLife platform in China in preparation for the product launch.

In Australia, SmartTrans continues to roll out and expand the user base of its innovative mobile software solutions.

**********

MINERAL EXPLORATION PROJECTS

Wangunda Joint Venture – China Minmetals Group ("MMG") earning 70% equity (SmartTrans currently 100% equity, 56,320 hectares)

Under the terms of the joint venture agreement, MMG Australia Limited, formerly OZ Minerals Australia Limited, can earn 70% equity in the tenements by expenditure of at least \$10 million over 7.5 years to the completion of a bankable feasibility study. MMG has completed Stage 1 of the agreement after spending \$1 million and is now in Stage 2 where it has committed to spend a further \$3 million in the three year period to 6th June 2011.

Ongoing target generation work has indicated geochemically interesting areas in the vicinity of the Termite Range Fault and a number of untested IP chargeability anomalies which have been noted for further work.

Steve's Gossan forms a prominent outcrop which contains sub-economic lead-zinc-silver mineralization in the Riversleigh Siltstone. This unit may thicken significantly at depth towards a known sub-basin depocenter situated west of the outcrop. Two drill holes and a Ground EM/IP survey are planned to test this prospect later in the year.

Connors Arch Joint Venture

This group of projects, in which SmartTrans is in joint venture with Australia Oriental Minerals NL, covers eight tenements in the South Connors Arch Province which is prospective for porphyry-style copper-gold deposits and epithermal gold deposits. The Company has the following interests in these projects:

  • 60% equity in three tenements at Mount Mackenzie;
  • 54.08% equity in two tenements at Waitara; and
  • the right to earn 51-80% equity in three tenements at Marlborough Fault.

Mount Mackenzie Prospect (60% equity, 34,560 hectares)

Located at Coppermine Creek in Central Queensland, Mount Mackenzie is an advanced exploration project. Diamond drilling by SmartTrans, together with the development of a comprehensive geological and geophysical model, has demonstrated that Mt Mackenzie is one of the largest hydrothermal (high-sulphidation) systems in eastern Australia.

Drilling encountered significant gold and copper values in lead-zinc-silver mineralized breccias and extensive, intensely sulphidic, alteration under cover rocks at the "Instinct" Prospect located 500m to 1000m west of Mt Mackenzie.

Mineralisation is evident in:

  • sulphide matrix polymict breccias of hydrothermal and probable intrusive origin;
  • well developed multidirectional quartz- sulphide stockworks;
  • vughy silica alteration, and;
  • haematized and probable supergene zones related to palaeo weathering, immediately below the unconformity with the cover sequence.

The potential for extensions to this system lies under the volcanic cover outside the limits of all previous drilling.

SmartTrans believes there is also significant potential for high grade deposits at Mount Mackenzie.

SmartTrans is seeking a suitable joint venture partner for this project.

Marlborough Fault Project (earning 51% equity, 94,720 hectares)

This project comprises three tenements that have the potential to develop large porphyry-style deposits and high grade structurally-controlled gold deposits in dilational fault irregularities and fault intersections.

SmartTrans is seeking a suitable joint venture partner for this project.

Connors Range Joint Venture (approximately 54.08% equity, 6,080 hectares)

This project comprises two tenements in the northern Lachlan - New England fold belt that include the Waitara porphyry (Cu/Mo) and the Waitara Epithermal (Au) prospects.

The area can be compared with the Cadia-Parkes region of NSW in terms of its metallogenic character and is highly prospective for bulk-tonnage porphyry-style copper-gold and epithermal deposits.

The extent of the Waitara Porphyry prospect has not been fully defined and remains open at depth. Previous exploration has been limited to the north-east margin of a 10km annular magnetic anomaly and there has been no attempt to explore beneath the cover sequences that obscure the remainder of the target zone. The best drill intersection was in drill hole W-01 which averaged 0.22% Cu (chalcocite and chalcopyrite) for its entire length of 305 metres. There is the opportunity to outline a deposit within the area of the existing drilling or beneath the untested Mo anomalies.

The Waitara Epithermal prospect contains float boulders, interpreted to be transported from a nearby source, that have returned rock chip assays up to 152g/t Au and 375g/t Ag in the vicinity of a classic epithermal quartz vein. Drilling has not intersected similar mineralisation however further work involving ground magnetics, multi-element geochemistry and textural studies has the potential to generate specific drill targets.

SmartTrans is seeking a suitable joint venture partner for this project.

Auditor's Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is included in this interim financial report.

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

__________________ J P Laurie Director

Signed this 14th March 2011

RSM Bird Cameron Partners 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 AUDITOR'S REVIEW REPORT

TO THE MEMBERS OF

SMARTTRANS HOLDINGS LIMITED

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of SmartTrans Holdings Limited which comprises the condensed statement of financial position as at 31 December 2010, the condensed statement of comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end.

Directors' Responsibility for the Half-Year Financial Report

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

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2010 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of SmartTrans Holdings Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Liability limited by a scheme approved under Professional Standards Legislation

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. RSM International is the name given to a network of independent accounting and consulting firms each of which practises in its own right. RSM International does not exist in any jurisdiction as a separate legal entity.

Chartered Accountants

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of SmartTrans Holdings Limited, would be in the same terms if given to the directors as at the time of this auditor's review report.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of SmartTrans Holdings Limited is not in accordance with the Corporations Act 2001 including:

  • giving a true and fair view of the consolidated entity's financial position as at 31 December 2010 and of its $(a)$ performance for the half-year ended on that date; and
  • complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations $(b)$ 2001.

RSM Bird Cameon Parters.

RSM BIRD CAMERON PARTNERS Chartered Accountants

D J WALL Partner

Perth, WA Dated: 14 March 2011

DIRECTORS' DECLARATION

The directors of the company declare that, in the opinion of the directors:

  • (a) the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
  • (i) giving a true and fair view of the consolidated entity's financial position as at 30 June 2010 and of its performance for the half-year ended on that date; and
  • (ii) complying with Accounting Standard AASB 134: Interim Financial Reporting; and
  • (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.

Signed in accordance with a resolution of the directors made pursuant to s.303(5) of the Corporations Act 2001.

On behalf of the Directors

JAMES P LAURIE Director

Perth, Western Australia

Dated: 14th March 2011

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

For the Half-Year Ended 31 December 2010

Consolidated
31 Dec 2010
\$
Consolidated
31 Dec 2009
\$
Revenue 381,659 377,647
Employee benefits expense (616,392) (694,590)
Depreciation expense (26,260) (42,606)
Management and administration services expense (120,000) (120,000)
Material and Installation costs (51,672) (231,691)
Share based payment (41,320) -
Other expenses (530,086) (420,184)
Loss before income tax (1,004,071) (1,131,424)
Income tax benefit 14,517 311,724
Loss for the period (989,554) (819,700)
Other Comprehensive Income for the period - -
Total Comprehensive Loss for the Period (989,554) (819,700)
Basic loss per share (cents per share) (0.10) (0.13)
Diluted loss per share (cents per share) (0.10) (0.13)

The accompanying notes form part of these financial statements

CONDENSED STATEMENT OF FINANCIAL POSITION

As at 31 December 2010

Consolidated
31 Dec 2010
\$
Consolidated
30 June 2010
\$
CURRENT ASSETS
Cash and cash equivalents 1,004,118 699,032
Trade and other receivables 54,177 433,143
Other financial assets 15,119 13,619
TOTAL CURRENT ASSETS 1,073,414 1,145,794
NON CURRENT ASSETS
Trade and other receivables 62,158 61,650
Property, plant and equipment 40,356 61,203
Mineral exploration and evaluation expenditure 4,672,450 4,629,226
TOTAL NON CURRENT ASSETS 4,774,964 4,752,079
TOTAL ASSETS 5,848,378 5,897,873
CURRENT LIABILITIES
Trade and other payables 122,265 334,344
Provisions 257,544 259,562
TOTAL CURRENT LIABILITIES 379,809 593,906
TOTAL LIABILITIES 379,809 593,906
NET ASSETS 5,468,569 5,303,967
EQUITY
Issued capital Note 4 59,350,960 58,238,124
Reserves 41,320 -
Accumulated losses (53,923,711) (52,934,157)
TOTAL EQUITY 5,468,569 5,303,967

The accompanying notes form part of these financial statements

CONDENSED STATEMENT OF CHANGES IN EQUITY

For The Half-Year Ended 31 December 2010

Issued Capital
Ordinary
Reserves
Accumulated
losses
Total Equity
\$ \$ \$ \$
Balance at 1.7.2009 56,495,378 - (51,451,779) 5,043,599
Total Comprehensive Loss for the period - - (819,700) (819,700)
Balance at 31.12.2009 56,495,378 - (52,271,479) 4,223,899
Balance at 1.7.2010 58,238,124 - (52,934,157) 5,303,967
Shares issued during the period 1,170,000 - - 1,170,000
Cost of share issue (57,164) - - (57,164)
Share based payments - 41,320 - 41,320
Total Comprehensive Loss for the period - - (989,554) (989,554)
Balance at 31.12.2010 59,350,960 41,320 (53,923,711) 5,468,569

The accompanying notes form part of these financial statements.

CONDENSED STATEMENT OF CASH FLOWS

For the Half-Year Ended 31 December 2010

Consolidated
31 Dec 2010
\$
Consolidated
31 Dec 2009
\$
Cash flows from operating activities
Receipts from customers 523,756 380,609
Payments to suppliers and employees (1,533,786) (1,078,929)
Research and development tax concession 241,473 405,474
Interest received 7,908 5,924
Net cash used in operating activities (760,649) (286,922)
Cash flows from investing activities
Payments for property, plant and equipment
(5,414) (5,269)
Payments for mineral exploration and evaluation
Expenditure
(41,687) (34,650)
Net cash used in investing activities (47,101) (39,919)
Cash flows from finance activities
Net receipts from issue of shares 1,112,836 -
Net cash flow from financing activities 1,112,836 -
Net increase /(decrease) in cash and cash equivalents 305,086 (326,841)
Cash and cash equivalents at beginning of period 699,032 638,764
Cash and cash equivalents at end of period 1,004,118 311,923

NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2010

1. SIGNIFICANT ACCOUNTING POLICIES

The financial report covers the consolidated entity of SmartTrans Holdings Limited and controlled entities. SmartTrans Holdings Limited is a listed company and incorporated and domiciled in Australia.

The half-year financial report is a general purpose financial report prepared in accordance with the requirements of Corporations Act 2001and Accounting Standard AASB 134: Interim Financial Reporting.

The half-year report does not include full disclosures of the type normally included in an annual financial report. It is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2010 and any public announcements made by SmartTrans Holdings Limited and its controlled entities during the half-year in accordance with continuous disclosure requirements arising under Corporations Act 2001.

The accounting policies applied by SmartTrans Holdings Limited in this financial report are the same as those applied by SmartTrans Holdings Limited in the consolidated financial report as at and for the year ended 30 June 2010.

Basis of Preparation

Reporting Basis and Conventions

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

As disclosed in the financial statements, the consolidated entity incurred a loss of \$989,554 and had net cash outflows from operating activities of \$760,649 for the period ended 31 December 2010.

The Directors believe that it is reasonably foreseeable that the consolidated entity will continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report after consideration of the following factors:

  • A Contract with China Mobile Shanxi Group is awaiting the conclusion of Government administrative requirements of SmartTrans and formal execution.
  • When this contract is signed, the Company proposes to raise further funds to finance the implementation of these contracts. The likely method of raising capital would be through a Rights Issue.
  • Exploration and administration costs are being kept at a minimal level.
  • The financial position of the Company's subsidiary is expected to improve due to:
  • Finalisation of a number of software distribution agreements in China;
  • Expansion of the company's China client base; and
  • The granting of a Business Licence to provide the company's mobile telephone based "AMP" software and "e-Solution" mobile and logistics software in China.

NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2010

2. EVENTS SUBSEQUENT TO REPORTING DATE

On 7 March 2011 the company announced that it had entered into an agreement with VODOne's Beijing Caishijie Information Technology Company Limited (www.caishijie.com) for the distribution of its V1 Mobile Telephone Lottery Application in China. Under the agreement, SmartTrans has been granted the exclusive right to provide the V1 Lottery Application to customers of the China Mobile group of companies in China and the non-exclusive right to provide that application to other subscribers in China. SmartTrans is entitled to commission on all amounts wagered by customers using the V1 Lottery Application accessed from the SmartTrans platform.

Apart from this, since the end of the half year, the Directors are not aware of any matter or circumstance not otherwise dealt with in the Directors' Report or the Financial Statements that has significantly or may significantly affect the state of affairs or operations of the consolidated entity in the future financial periods.

3. CONTINGENT LIABILITIES

There are no contingent liabilities as at 31 December 2010.

4. ISSUED CAPITAL

During the half-year reporting period, the company issued the following share capital:

  • a placement of 9,999,997 ordinary shares at \$0.017 per share;
  • a placement of 33,333,332 ordinary shares at \$0.015 per share;
  • a placement of 30,120,482 ordinary shares at \$0.0166 per share; and
  • 6,000,000 share options (2009: nil) over ordinary shares under its executive share option plan. These share options had a fair value at grant date of \$0.0146 per share option.

NOTES TO THE FINANCIAL STATEMENTS

For the Half-Year Ended 31 December 2010

5. SEGMENT INFORMATION

The consolidated entity has identified its operating segments based on internal reports that are provided to the Board of Directors on a regular basis. Management has identified two operating segments based on the main business fronts of the economic entity: Mineral exploration and Mobile phone and transport management systems in Australia and China.

Business Segment Summary:

For the half year ended 31 December 2010

Mineral Exploration Mobile Phone and
Transport Mgt Systems
Consolidated
Total Segment Revenue
-
Australia
368,798
China
4,953
373,751
Segment Loss
Segment Assets as at 31
December 2010
4,721,050 (132,773)
247,548
(412,824)
26,509
(545,597)
4,995,107

For the half year ended 31 December 2009

Mineral Exploration Mobile Phone and
Transport Mgt Systems
Consolidated
Total Segment Revenue - Australia
372,647
China
5,000
377,647
Segment Loss (2,288) (271,096) (396,934) (670,318)
Segment Assets as at 30
June 2010
4,677,826 583,290 48,761 5,309,877
Reconciliation of reportable segment loss 31 December 2010 31 December 2009
Total loss for reportable segments (545,597) (670,318)
Management and Administration services (120,000) (120,000)
Share base payment (41,320) -
Corporate costs (305,062) (341,106)
Interest income 7,908 -
Loss before income tax (1,004,071) (1,131,424)
Reconciliation of reportable segment assets
31 December 2010 30 June 2010
Reportable segment assets 4,995,107 5,309,877
Unallocated Assets 853,271 587,996
Total Assets 5,848,378 5,897,873

RSM Bird Cameron Partners Chartered Accountants

RSM Bird Cameron Partners 8 St Georges Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844 T+61892619100 F+61892619111 www.rsml.com.au

AUDITOR'S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of SmartTrans Holdings Limited for the half year ended 31 December 2010, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • the auditor independence requirements of the Corporations Act 2001 in relation to the review; and $(i)$
  • any applicable code of professional conduct in relation to the review. $(ii)$

RSM Bird Camon Parters.

RSM BIRD CAMERON PARTNERS Chartered Accountants

DJ WALL Partner

Perth, WA Dated: 14 March 2011

Liability limited by a scheme approved under Professional Standards Legislation

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

14
RSM Bird Cameron Partners is an independent member firm of RSM International, an affiliation of independent accounting and consulting firms. RSM International is the name given to a network of independent accounting and consulting firms each of which practises in Its own right. RSM International does not exist in any jurisdiction as a separate legal entity.