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POINTERRA LIMITED Annual Report 2008

Aug 28, 2008

64255_rns_2008-08-28_7a322670-f345-4788-b164-fbdfb457a1d2.pdf

Annual Report

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SOIL SUB TECHNOLOGIES LIMITED

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2008

ACN 078 388 155 ASX Code: SOI

DISCUSSION AND ANALYSIS ON THE FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2008

Key events of 2008 year

A number of key events for the Company were recorded during the year ended 30 June 2008. Most significant of these were the signing of the first commercialization agreement for the Company’s product NutriMix[® ] and listing of the Company on the Australian Securities Exchange.

Commercialization agreement

In August 2007, the Company ratified a licence agreement with Hong Kong based Timms Cho Group Limited to distribute NutriMix[® ] in China, including the Peoples Republic of China, Hong Kong, Taiwan and Macau. The initial licence term of the agreement is 10 years. The agreement is automatically renewable for two further periods of 5 years each, subject to meeting the minimum performance criteria imposed on Timms Cho Group Limited.

Under the terms of the licence agreement a fee of US$5.00 million is payable to the Company. The licence fee is payable by 6 equal instalments of US$0.83 million on a six monthly basis in arrears, with the first payment due the later of six months from the date of the first planting, or 12 months from the date of the licence agreement is ratified. Preparation of land and the propagation of seedlings is under way in respect to the first planting relating to the bio-diesel project. The first licence fee instalment is still expected in early 2009.

The first project under the agreement with Timms Cho Group Limited is for the use of the product in a Chinese government sponsored bio-diesel project in the Jiangxi Province. Ongoing royalty fees of US$62.50 per hectare of planting under the biodiesel project are also payable. A minimum performance criterion of 100,000 hectares for each of the first 4 years of the licence is included in the agreement. The royalty is payable upon completion of planting of every 100,000 hectares. The first 100,000 hectares is expected to be planted by December 2008, meaning that the first royalty payment of US$6.25 million is due to be received by the Company in December 2008. Further royalty payments of US$6.25 million are expected in future years for the initial term of the licence agreement.

On 14 May 2008 the Company announced the execution of a contract for the sale of additional NutriMix[®] product into China under the Timms Cho Group Limited licence. Sales under the extension relate to bulk sales to the horticulture and landscape market as well as packaged product for retail distribution. Under the extension the Company will receive a royalty of 7.5% of gross sale. Revenue of A$2.85 million is expected in the first year, rising to A$4.50 million per year at current expected volumes. It is anticipated that volumes will further increase in future periods.

Based on the above, the Company expects the total revenue from royalty and licence fee sources to be a minimum of A$9 million in the 2009 year.

Listing of the Company

Following the issue of a Prospected dated 21 December 2007 and a Supplementary Prospectus dated 11 January 2008, the Company was admitted to the official list of the ASX on 25 March 2008 and commenced trading on 27 March 2008.

The offer under the Prospectus was to raise up to $5 million from new investors and its existing shareholders at $1.00 and $0.80 per share respectively. The Company reserved the right to accept oversubscriptions to raise up to a further $5 million. There was no minimum subscription condition for the offer under the Prospectus.

The Company raised $1.37 million under the Prospectus. The shortfall in the raising has placed considerable pressure on the Company in the management of its finances. The Company has had to rely on debt facilities to compensate for the shortfall in the capital raising.

However, the main aim of the listing decision was to provide liquidity for shareholders and this aim was achieved. The directors continue to believe that the listed environment is the preferred environment for the Company and that the share price will provide a gain on their share investment as well as dividends from strong operating performance.

The directors intend to raise the additional working capital required through share placements.

SUMMARY OF REVENUE AND RESULTS

2008 2007
$’000 $’000
Revenue from sales royalty and licence
income 5,202 7
Earnings before borrowing costs, tax,
depreciation, amortisation and nonrecurring
items 2,773 (1,323)
Non-recurring expenses (4,774) (192)
Earnings before borrowing costs, tax,
depreciation and amortisation (2,001) (1,515)
Depreciation and amortisation (2,134) (107)
Earnings before borrowing costs and tax (4,135) (1,622)
Net borrowing costs (606) (425)
Profit from ordinary activities before income
tax (4,741) (2,047)
Income tax credit (expense) 819 660
Net profit report in financial statements (3,922) (1,387)
Net profit before non-recurring items 852 (1,195)

The financial highlights for 2008 include:

  • Revenue from sales licence and royalties was up by 74,214% over the previous corresponding period to $5.2 million;

  • the group delivered an EBITDA before non-recurring items of $2.8 million for the year compared to a loss of $1.3 million for the previous corresponding period, an improvement of $4.1 million; and

  • net profit before non-recurring items for the year was $0.9 million compared to a loss of $1.2 million in the previous year.

RESULTS FOR ANNOUNCEMENT TO THE MARKET

The current period is the year ended 30 June 2008. The previous corresponding period is the year ended 30 June 2007.

$’000 $’000
Revenue from ordinary activities was
upby 5,195 being 74,214% to 5,202
Earnings before borrowing costs,
tax, depreciation, amortisation and
nonrecurring items wasupby 4,096 being 310% to 2,773
Loss from ordinary activities after tax
and net loss for the period
attributable to the members wasup
by (2,535) being 183% to (3,922)
Net profit before non-recurring items
wasupby 2,047 being 171% to 852

Dividend distributions

It is proposed not to pay a dividend. No dividend was paid during the year and no dividend was paid in the last corresponding period.

Net tangible assets per security

Current period 2 cents Previous corresponding period (3) cents

Entities/assets over which the company gained or lost control

The company did not gain or lose control over any entities.

Associated or joint venture entities

The company does not have any material interests in associated companies or joint ventures.

Audit of this report

The report is based on financial statements that are in the process of being audited.

Earnings per share

Earnings per share
Basic earnings per share (5) cents (3) cents
Diluted earnings per share (5) cents (3) cents
Basic EBITDA before non-recurring items per share 3 cents (3) cents
Diluted EBITDA before non-recurring items per share 3 cents (3) cents

Segment notes

During the year the Company operated predominantly in one business and geographical segment being the manufacture of soil substitutes throughout Australia.

Returns to shareholders

There were no returns to shareholders during the year.

Matters subsequent to the end of the financial year

No material events have occurred since the end of the financial year.

INCOME STATEMENT

for the year ended 30 June 2008

Note
Sales, royalty and licence income
Other income
2(a)
Employee expenses
Amortisation expense
Impairment expense / (recoupment)
Accounting and administration costs
Consulting and contracting cost
Financing costs
Travel costs
Other expenses from ordinary activities
Profit / (loss) from ordinary activities
before income tax expense
Income tax (expense) / credit relating to
ordinary activities
3(a)
Profit /(loss) after income tax expense
Profit / (loss) attributable to members of
the parent company
Earnings per share – Basic (cents per
share)
Consolidated
June
2008
June
2007
$
$
5,201,745
6,540
239,903
90,259
(213,660)
(156,934)
(2,118,757)
(98,228)
33,212
2,000
(294,049)
(203,208)
(4,671,055)
(419,235)
(697,763)
(380,838)
(352,813)
(277,058)
(1,868,944)
(609,672)
(4,742,181)
(2,046,375)
819,359
659,766
(3,922,822)
(1,386,609)
(3,922,822)
(1,386,609)
(0.05)
(0.03)
Parent
June
2008
June
2007
$
$
0
0
3,303
112
(233,811)
(156,934)
(98,500)
(97,509)
335,008
(112,005)
(281,595)
(186,056)
(4,638,997)
(329,626)
(664,431)
(380,838)
(363,365)
(281,865)
(932,503)
(494,243)
(6,874,891)
(2,038,964)
2,065,396
642,239
(4,809,495)
(1,396,725)
(4,809,495)
(1,396,725)
Parent
June
2008
June
2007
$
$
0
0
3,303
112
(233,811)
(156,934)
(98,500)
(97,509)
335,008
(112,005)
(281,595)
(186,056)
(4,638,997)
(329,626)
(664,431)
(380,838)
(363,365)
(281,865)
(932,503)
(494,243)
(6,874,891)
(2,038,964)
2,065,396
642,239
(4,809,495)
(1,396,725)
(4,809,495)
(1,396,725)
(2,038,964)
642,239
(1,396,725)
(1,396,725)

The accompanying notes form part of these financial statements

BALANCE SHEET

as at 30 June 2008

Note
CURRENT ASSETS
Cash and Cash Equivalents
4
Trade and Other Receivables
5
TOTAL CURRENT ASSETS
NON CURRENT ASSETS
Property, Plant & Equipment
6
Intangible Assets
7
Financial Assets
8
Other Receivables
9
Other Assets
10
Deferred Tax Assets
3(c)
TOTAL NON CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and Other Payables
11
Financial Liabilities
12
Short-term Provisions
13
TOTAL CURRENT LIABILITIES
NON CURRENT LIABILITIES
Financial Liabilities
12
Unearned Income
14
Deferred Tax Liability
3(c)
TOTAL NON CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS / (DEFICIENCY)
EQUITY
Issued Capital
15
Reserves
16
Retained Losses
TOTAL EQUITY
Consolidated
June
2008
June
2007
$
$
695
3,323
1,579,651
104,838
1,580,346
108,161
62,109
22,488
16,184,927
1,679,995
0
0
4,357,542
0
5,935,861
9,200
3,510,413
1,296,770
30,050,852
3,008,453
31,631,198
3,116,614
331,529
998,180
563,108
1,879,866
47,721
58,217
942,358
2,936,263
4,337,463
0
941,438
0
1,394,284
0
6,673,185
0
7,615,543
2,936,263
24,015,655
180,351
32,556,597
4,706,647
0
91,824
(8,540,942)
(4,618,120)
24,015,655
180,351
Parent
June
2008
June
2007
$
$
217
3,322
22,390,729
82,820
22,390,946
86,142
58,057
17,803
1,621,342
1,679,569
1
1
0
0
18,190
8,800
3,303,032
1,237,636
5,000,622
2,943,809
27,391,568
3,029,951
327,333
824,950
563,108
1,868,906
47,858
35,589
938,299
2,729,445
3,204,132
0
0
0
0
0
3,204,132
0
4,142,431
2,729,445
23,249,137
300,506
32,556,597
4,706,647
0
91,824
(9,307,460)
(4,497,965)
23,249,137
300,506
Parent
June
2008
June
2007
$
$
217
3,322
22,390,729
82,820
22,390,946
86,142
58,057
17,803
1,621,342
1,679,569
1
1
0
0
18,190
8,800
3,303,032
1,237,636
5,000,622
2,943,809
27,391,568
3,029,951
327,333
824,950
563,108
1,868,906
47,858
35,589
938,299
2,729,445
3,204,132
0
0
0
0
0
3,204,132
0
4,142,431
2,729,445
23,249,137
300,506
32,556,597
4,706,647
0
91,824
(9,307,460)
(4,497,965)
23,249,137
300,506
86,142
17,803
1,679,569
1
0
8,800
1,237,636
2,943,809
3,029,951
824,950
1,868,906
35,589
2,729,445
0
0
0
0
2,729,445
300,506
4,706,647
91,824
(4,497,965)
300,506

The accompanying notes form part of these financial statements

CASH FLOW STATEMENT

for the year ended 30 June 2008

CASH FLOWS FROM OPERATING
ACTIVITIES
Cash receipts from operations
Payments to suppliers and employees
Interest received
Borrowing costs paid
Net Cash (Used In) / Provided by
Operating Activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Payment for investments
Payment for property, plant & equipment
Payment for intangible assets
Advances of loans to related parties
Repayment of loans to related parties
Net Cash (Used In) / Provided by
Investing Activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issue of shares
Proceeds from borrowings
Repayment of borrowings
Cost attributed to capital raising
Net Cash (Used In) / Provided by
Financing Activities
Net Increase/(Decrease) in Cash Held
Cash at the Beginning of the Financial
Year
Cash at the End of the Financial Year
Consolidated
June
2008
June
2007
$
$
545,340
190,355
(1,790,810)
(1,321,388)
3,019
66
(55,179)
(50,678)
(1,297,630)
(1,181,645)
0
0
(51,925)
(20,328)
(43,924)
(6,366)
0
0
29,400
2,000
(66,449)
(24,694)
1,930,773
797,201
100,000
300,000
(750,000)
(51,401)
0
0
1,280,773
1,045,800
(83,306)
(160,539)
(355,391)
(194,852)
(438,697)
(355,391)
Parent
June
2008
June
2007
$
$
405,302
79,281
(1,965,905)
(1,092,765)
3,019
66
(55,034)
(49,513)
(1,612,618)
(1,062,931)
0
0
(50,916)
(14,932)
(43,023)
(5,461)
326,075
(112,005)
0
0
232,136
(132,398)
1,935,740
797,201
100,000
300,000
(750,000)
(51,401)
0
0
1,285,740
1,045,800
(94,742)
(149,529)
(344,433)
(194,904)
(439,175)
(344,433)
Parent
June
2008
June
2007
$
$
405,302
79,281
(1,965,905)
(1,092,765)
3,019
66
(55,034)
(49,513)
(1,612,618)
(1,062,931)
0
0
(50,916)
(14,932)
(43,023)
(5,461)
326,075
(112,005)
0
0
232,136
(132,398)
1,935,740
797,201
100,000
300,000
(750,000)
(51,401)
0
0
1,285,740
1,045,800
(94,742)
(149,529)
(344,433)
(194,904)
(439,175)
(344,433)
(1,062,931)
0
(14,932)
(5,461)
(112,005)
0
(132,398)
797,201
300,000
(51,401)
0
1,045,800
(149,529)
(194,904)
(344,433)

The accompanying notes form part of these financial statements

STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2008

CONSOLIDATED:
At 1 July 2006
Profit / (Loss) for the year
Share issue costs transferred to retained
earnings
Options exercised
Issue of share capital
At 30 June 2007
At 1 July 2007
Profit / (Loss) for the year
Options exercised
Issue of share capital
At 30 June 2008
PARENT:
At 1 July 2006
Profit / (Loss) for the year
Share issue costs transferred to retained
earnings
Options exercised
Issue of share capital
At 30 June 2007
At 1 July 2007
Profit / (Loss) for the year
Options exercised
Issue of share capital
At 30 June 2008
Share Capital
Ordinary
$
3,572,839
209,921
923,887
4,706,647
4,706,647
27,849,950
32,556,597
3,572,839
209,921
923,887
4,706,647
4,706,647
27,849,950
32,556,597
Retained
Earnings
$
(3,074,091)
(1,386,609)
(157,420)
(4,618,120)
(4,618,120)
(3,922,822)
(8,540,942)
(2,943,819)
(1,396,725)
(157,421)
(4,497,965)
(4,497,965)
(4,809,495)
(9,307,460)
Option
Reserves
$
100,460
(8,636)
91,824
91,824
(91,824)
0
100,460
(8,636)
91,824
91,824
(91,824)
0
Total
$
599,208
(1,386,609)
52,501
(8,636)
923,887
180,351
180,351
(3,922,822)
(91,824)
27,849,950
24,015,655
729,480
(1,396,725)
52,500
(8,636)
923,887
300,506
300,506
(4,809,495)
(91,824)
27,849,950
23,249,137

The accompanying notes form part of these financial statements

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

1. Statement of Significant Accounting Policies

The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

The financial report covers Soil Sub Technologies Limited as an individual parent entity and Soil Sub Technologies Limited and controlled entity as an economic entity. Soil Sub Technologies Limited is a company limited by shares, incorporated and domiciled in Australia.

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

(a) Basis of Preparation

Soil Sub Technologies Limited and controlled entities, and Soil Sub Technologies Limited as an individual parent entity have prepared financial statements in accordance with the Australian equivalents to International Reporting Standards (AIFRS).

The accounting policies set out below have been consistently applied to all years presented.

The financial report is presented in Australian dollars.

  • (b) Statement of compliance

The financial report of Soil Sub Technologies Limited and controlled entities, and Soil Sub Technologies Limited as an individual parent entity complies with all International Financial Reporting Standards (IFRS) in their entirety.

(c) Basis of consolidation

The consolidated financial statements comprise the financial statements Soil Sub Technologies Limited and its subsidiary as at 30 June each year ('the Group').

A controlled entity is any entity Soil Sub Technologies Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

Adjustments are made to bring into line any dissimilar accounting policies that may exist.

All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

Where there is loss of control of a subsidiary, the consolidated financial statements include the results for the part of the reporting period during which Soil Sub Technologies Limited has control.

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

(d) Borrowing costs

Borrowing costs are recognised as an expense when incurred

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

(e) Intangible assets

Acquired both separately and from a business combination

Intangible assets acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. The useful lives of these intangible assets are assessed to be either finite or indefinite.

Where amortisation is charged on assets with finite lives, this expense is taken to the income statement through the ‘amortisation’ line item.

Intangible assets are tested for impairment where an indicator of impairment exists and in the case of indefinite lived intangibles annually, either individually or at the cash generating unit level. Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis.

A summary of the policies applied to the Group's intangible assets is as follows:

Patents and trademarks Website development costs Exclusivity Licence
Useful lives Finite Finite Finite
Method used Amortised over the term of the
patent and revalued to fair
value where deemed
appropriate
Amortised over 2 ½ years and
revalued to fair value where
deemed appropriate
Amortised over the term of the
licence and revalued to fair
value where deemed
appropriate
Internally generated /Acquired Acquired Acquired Acquired
Impairment test / Recoverable
amountTesting
Annually and where an
indicator of impairment exists
Annually and where an
indicator of impairment exists
Annually and where an
indicator of impairment exists

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.

(f) Impairment of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(g) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.

After initial recognition, investments, which are classified as held for trading and available-for-sale, are measured at fair value. Gains or losses on investments held for trading are recognised in the income statement.

Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group has the positive intention and ability to hold to maturity. Investments intended to be held for an undefined period are not included in this classification.

Other long-term investments that are intended to be held-to-maturity, such as bonds, are subsequently measured at amortised cost using the effective interest method.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

Amortised cost is calculated by taking into account any discount or premium on acquisition, over the period to maturity. For investments carried at amortised cost, gains and losses are recognised in income when the investments are derecognised or impaired, as well as through the amortisation process.

For investments that are actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date.

For investments where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment.

Purchases and sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised on the trade date i.e. the date that the Group commits to purchase the asset.

(h) Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts, shown in short-term borrowings in current liabilities on the balance sheet.

(i) Interest-bearing loans and borrowings

All loans and borrowings are initially recognised at cost, being the fair value of the consideration received net of issue costs associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

Gains and losses are recognised in the income statement when the liabilities are derecognised and as well as through the amortisation process.

(j) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(k) Revenue

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

Interest

Revenue is recognised as the interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument) to the net carrying amount of the financial asset.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

  • (l) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date.

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences:

  • except where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

  • in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilised:

  • except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and

  • in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

  • (m) Goods and Services Tax (GST)

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

  • where the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

  • receivables and payables are stated with the amount of GST included.

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

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

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

NOTES TO THE FINANCIAL STATEMENTS for the year ended 30 June 2008

(n) Comparative Figures

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

(o) Going Concern

The financial statements have been prepared on a going concern basis. The ability of the company to continue operations as a going concern and pay its debts as and when they fall due is dependent on the continued support of the company’s guarantor and/or the capital raising initiatives undertaken by the directors.

(p) Property, Plant and Equipment

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

Plant and equipment

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The cost of fixed assets constructed within the economic entity includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings are credited to a revaluation reserve in equity. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement. Each year the difference between depreciation based on the revalued carrying amount of the asset charged to the income statement and depreciation based on the asset’s original cost is transferred from the revaluation reserve to retained earnings.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is depreciated on a straight-line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Plant & Equipment 15% - 100%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings.”

(q) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the economic entity, are classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term.”

  • (r) Financial Instruments

Recognition

Financial instruments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition these instruments are measured as set out below.

Financial assets at fair value through profit and loss

A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Derivatives are also categorised as held for trading unless they are designated as hedges. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are stated at amortised cost using the effective interest rate method.

Held-to-maturity investments

These investments have fixed maturities, and it is the group’s intention to hold these investments to maturity. Any heldto-maturity investments held by the group are stated at amortised cost using the effective interest rate method.

Available-for-sale financial assets

Available-for-sale financial assets include any financial assets not included in the above categories. Available-for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

Financial liabilities

Non-derivative financial liabilities are recognised at amortised cost, comprising original debt less principal payments and amortisation.

Derivative instruments

Derivative instruments are measured at fair value. Gains and losses arising from changes in fair value are taken to the income statement unless they are designated as hedges.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models.

Impairment

At each reporting date, the group assess whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement.

(s) Employee Benefits

Provision is made for the company’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. 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.

(t) Government Grants

Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis.”

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

(u) Foreign Currency Transactions and Balances

Functional and presentation currency

The functional currency of each of the group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement.

(v) Critical Accounting Estimates and Judgements

The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the group.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

2. Revenue and Expenses
(a) Other Income:
Interest revenue from other persons
Foreign Exchange Gain
Grants
Research Fee
Other Income
(b) Expenses:
Finance Cost:
- external
Rental expenses on operating leases
Transaction costs
3. Taxation
a. Major components of income tax expense for the
years ended 30 June 2008 and 30 June 2007 are:
INCOME STATEMENT
Current income tax charge
Deferred tax expense relating to the origination and
reversal of temporary differences
Income tax expense report in income statement
b. A reconciliation of income tax expense applicable
to accounting profit before income tax at the
statutory income tax rate to income tax expense at
the Group's effective income tax rate for the 30 June
2008 (30%) to 2007 (30%) is as follows:
Accounting profit / (loss) before tax
Tax at the applicable tax rate of 30% (2007: 30%)
Tax effect of expenses that are not deductible in
determining taxable profit
Tax effect of Income that is assessable in
determining taxable profit but excluded from
accounting profit
Tax effect of expenses that are deductible in
determining taxable profit but excluded from
accounting profit
Income tax reported in the current income tax
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
219,184
0
12,394
0
8,325
239,903
697,763
62,490
9,201
0
(819,359)
(819,359)
(4,742,181)
(1,422,654)
614,483
0
(11,188)
(819,359)
65
47
57,531
32,616
0
90,259
380,838
26,516
84,201
0
(659,766)
(659,766)
(2,046,375)
(613,913)
(31,641)
0
(14,212)
(659,766)
3,019
284
0
0
0
3,303
664,431
62,490
9,201
0
(2,065,396)
(2,065,396)
(6,874,891)
(2,062,467)
8,259
0
(11,188)
(2,065,396)
65
47
0
0
0
112
380,838
26,516
84,201
0
(642,239)
(642,239)
(2,038,964)
(611,690)
(16,337)
0
(14,212)
(642,239)

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

3. Taxation(CONTINUED)
c. DEFERRED INCOME TAX
Deferred income tax liabilities
Accrued Income
Gains due under contract of sales
Gross deferred income tax liabilities
Deferred income tax assets
Accrued Expenses
Provisions
Losses available for offset against future taxable
income
Under-provision for income tax in prior years
Gross deferred income tax assets
d. Reconciliations
Gross Movements
The overall movement in the deferred tax account
is as follows:
Opening Balance
(Charged)/credit to income statement
(Charged)/credit to equity
Under-provision for income tax in prior years
Closing Balance
Deferred Tax Assets
The overall movement in the deferred asset tax
account is as follows:
Accruals and Provisions
Opening Balance
(Charged)/credit to income statement
(Charged)/credit to equity
Under-provision for income tax in prior years
Closing Balance
Deferred Tax Liabilities
The overall movement in the deferred liability tax
account is as follows:
Opening Balance
(Credit)/charged to income statement
(Credit)/charged to equity
Under-provision for income tax in prior years
Closing Balance
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
0
0
0
0
0
0
21,582
31,905
0
100,502
3,281,450
1,105,229
0
0
3,303,032
1,237,636
1,237,636
595,396
2,065,396
642,240
0
0
0
0
3,303,032
1,237,636
1,237,636
595,396
2,065,396
642,240
0
0
0
0
3,303,032
1,237,636
0
0
0
0
0
0
0
0
0
0
Parent
June
2008
June
2007
$
$
0
0
0
0
0
0
21,582
31,905
0
100,502
3,281,450
1,105,229
0
0
3,303,032
1,237,636
1,237,636
595,396
2,065,396
642,240
0
0
0
0
3,303,032
1,237,636
1,237,636
595,396
2,065,396
642,240
0
0
0
0
3,303,032
1,237,636
0
0
0
0
0
0
0
0
0
0
Parent
June
2008
June
2007
$
$
0
0
0
0
0
0
21,582
31,905
0
100,502
3,281,450
1,105,229
0
0
3,303,032
1,237,636
1,237,636
595,396
2,065,396
642,240
0
0
0
0
3,303,032
1,237,636
1,237,636
595,396
2,065,396
642,240
0
0
0
0
3,303,032
1,237,636
0
0
0
0
0
0
0
0
0
0
108,000
1,286,284
1,394,284
129,541
0
3,380,872
0
3,510,413
1,296,770
819,359
0
0
2,116,129
1,296,770
2,213,643
0
0
3,510,413
0
(1,394,284)
0
0
(1,394,284)
0
0
0
49,694
0
1,247,076
0
1,296,770
626,439
659,766
0
10,565
1,296,770
626,439
659,766
0
10,565
1,296,770
0
0
0
0
0
0
0
0
21,582
0
3,281,450
0
3,303,032
1,237,636
2,065,396
0
0
3,303,032
1,237,636
2,065,396
0
0
3,303,032
0
0
0
0
0
0
31,905
100,502
1,105,229
0
1,237,636
595,396
642,240
0
0
1,237,636
595,396
642,240
0
0
1,237,636
0
0
0
0
0

for the year ended 30 June 2008

NOTES TO THE FINANCIAL STATEMENTS

4. Cash and Cash Equivalents

. Cash and Cash Equivalents
Cash on deposit
Cash at bank and in hand earns interest at floating
rates based on daily bank deposit rates.
RECONCILIATION OF CASH
For the purposes of the Cash Flow Statement,
cash and cash equivalents comprise the following
at 30 June 2008 and 2007:
Cash on deposit
Bank Overdraft
RECONCILIATION NET PROFIT AFTER TAX
TO THE NET CASH FLOW FROM
OPERATIONS
Net Profit
Adjustments for:
Amortisation & Depreciation
Foreign Exchange Gains
Impairment Expense
Interest Capitalised
Transaction Costs Expense
Share Based Payments Expense
Licence Fee
Unearned Interest
Foreign Exchange Loss on Licence Fee
Changes in assets and liabilities:
(Increase)/decrease in prepayments
(Increase)/decrease in trade and other receivables
(Increase)/decrease in loans to related parties
(Increase)/decrease in other receivables
(Increase)/decrease in deferred income tax assets
(Increase)/decrease in other assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in deferred income tax
liabilities
Increase/(decrease) in provisions
Increase/(decrease) in other liabilities
Net cash flow from operations
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
217
3,322
217
3,322
(439,392)
(347,755)
(439,175)
(344,433)
(4,809,495)
(1,396,725)
111,911
106,115
0
0
335,008
112,005
517,393
374,607
923,617
52,500
2,953,048
118,050
0
0
0
0
(284)
0
0
5,000
0
(8,889)
(309,515)
132,335
(530)
(2,065,396)
(642,240)
(9,390)
(7,590)
595,880
208,469
0
0
12,270
16,297
0
0
(1,612,618)
(1,062,931)
Parent
June
2008
June
2007
$
$
217
3,322
217
3,322
(439,392)
(347,755)
(439,175)
(344,433)
(4,809,495)
(1,396,725)
111,911
106,115
0
0
335,008
112,005
517,393
374,607
923,617
52,500
2,953,048
118,050
0
0
0
0
(284)
0
0
5,000
0
(8,889)
(309,515)
132,335
(530)
(2,065,396)
(642,240)
(9,390)
(7,590)
595,880
208,469
0
0
12,270
16,297
0
0
(1,612,618)
(1,062,931)
Parent
June
2008
June
2007
$
$
217
3,322
217
3,322
(439,392)
(347,755)
(439,175)
(344,433)
(4,809,495)
(1,396,725)
111,911
106,115
0
0
335,008
112,005
517,393
374,607
923,617
52,500
2,953,048
118,050
0
0
0
0
(284)
0
0
5,000
0
(8,889)
(309,515)
132,335
(530)
(2,065,396)
(642,240)
(9,390)
(7,590)
595,880
208,469
0
0
12,270
16,297
0
0
(1,612,618)
(1,062,931)
3,323
3,323
(358,714)
(355,391)
(1,386,609)
107,548
0
(2,000)
364,043
52,500
118,050
0
0
0
5,000
(11,315)
0
(7,088)
(659,767)
(7,590)
233,813
0
11,676
94
(1,181,645)
217
217
(439,392)
(439,175)
(4,809,495)
111,911
0
335,008
517,393
923,617
2,953,048
0
0
(284)
0
0
(309,515)
132,335
(2,065,396)
(9,390)
595,880
0
12,270
0
(1,612,618)
(344,433)
(1,396,725)
106,115
0
112,005
374,607
52,500
118,050
0
0
0
5,000
(8,889)
(530)
(642,240)
(7,590)
208,469
0
16,297
0
(1,062,931)

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

5. Trade and Other Receivables
Consolidated
June
2008
June
2007
$
$
CURRENT
Trade debtors
15,029
0
Other debtors
328,161
99,080
Licence Fee Receivable
871,508
0
Accrued Income
360,000
0
Fringe benefits tax
0
4,618
Related party receivables
Director related entities
4,953
34,352
Wholly-owned subsidiary
0
0
Less: Accumulated Impairment
0
(33,212)
1,579,651
104,838
Trade and other receivables are non-interest bearing.
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
0
99,080
0
0
4,618
34,352
0
(33,212)
104,838
0
245,066
0
0
0
34,352
22,111,311
0
22,390,729
0
81,680
0
0
0
34,352
301,796
(335,008)
82,820
6. Property, Plant & Equipment
Plant & Equipment
Less Accumulated Depreciation
(a)Movements in carrying amounts
82,081
(19,972)
62,109
30,157
(7,669)
22,488
75,673
(17,616)
58,057
24,758
(6,955)
17,803
Consolidated Entity
Balance at 1 July 2007 of the year
Additions
Disposals
Depreciation expense
Carrying Value at 30 June 2008
Plant &
Equipment
$
Total
$
22,488
51,924
0
(12,303)
62,109
7,910
20,331
0
(5,753)
22,488

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

7. Intangible Assets
PATENTS AND LICENCES
At cost
Accumulated amortisation
WEB SITE DEVELOPMENT COSTS
At cost
Accumulated amortisation
EXCLUSIVITY LICENCE
At cost
Accumulated amortisation
Total Intangibles
Consolidated Entity:
Reporting period ended 30 June 2007:
At 1 July 2006 net of accumulated amortisation
Additions
Amortisation
At 30 June 2007 net of accumulated amortisation
Reporting period ended 30 June 2008:
At 1 July 2007 net of accumulated amortisation
Additions
Amortisation
At 30 June 2008 net of accumulated amortisation
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
1,994,658
(374,145)
1,620,513
9,330
(8,289)
1,041
16,000,000
(1,436,627)
14,563,373
16,184,927
Patents &
Licences
$
1,951,849
(275,645)
1,676,204
9,330
(5,539)
3,791
0
0
0
1,679,995
Web Site
Costs
$
1,994,446
(374,145)
1,620,301
9,330
(8,289)
1,041
0
0
0
1,621,342
Exclusivity
Licence
$
1,951,423
(275,645)
1,675,778
9,330
(5,539)
3,791
0
0
0
1,679,569
Total
$
1,772,874
(1,066)
(95,604)
1,676,204
1,676,204
43,024
(98,715)
1,620,513
2,949
4,409
(3,567)
3,791
3,791
0
(2,750)
1,041
0
0
0
0
0
16,000,000
(1,436,627)
14,563,373
1,775,823
3,343
(99,171)
1,679,995
1,679,995
16,043,024
(1,538,092)
16,184,927

No impairment loss was charged for continuing operations in the year ended 30 June 2008.

. Financial Assets
NON-CURRENT
Unlisted investments, at cost
- Shares in controlled entities
. Other Receivables
NON-CURRENT
Licence Fee Receivable
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
0
4,357,542
0
0
1
0
1
0

8. Financial Assets

9. Other Receivables

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

10. Other Non Current Assets
Security Bonds
Trade Mark Application
Exclusivity Licence Costs
At Cost
Accumulated amortisation
Consolidated Entity:
Reporting period ended 30 June 2007:
At 1 July 2006 net of accumulated amortisation
Additions
Amortisation
At 30 June 2007 net of accumulated amortisation
Reporting period ended 30 June 2008:
At 1 July 2007 net of accumulated amortisation
Additions
Amortisation
At 30 June 2008 net of accumulated amortisation
11. Trade and Other Payables
CURRENT
Unsecured Liabilities
Sundry creditors and accrued expenses
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
18,190
1,300
6,500,000
(583,629)
5,916,371
5,935,861
331,529
8,800
400
0
0
18,190
0
0
0
0
18,190
Exclusivity
Licence
Costs
$
8,800
0
0
0
0 0
9,200 8,800
Total
$
0
0
0
0
0
6,500,000
(583,629)
5,916,371
327,333
0
0
0
0
0
6,500,000
(583,629)
5,916,371
998,180 824,950

Trade payables are non-interest bearing and are normally settled on 30-day terms. Other payables are non-interest bearing.

The net of GST payable and GST receivable is remitted to the appropriate tax body on a quarterly basis.

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

12. Financial Liabilities
CURRENT
Secured Borrowings
Unsecured Borrowings
NON-CURRENT
Secured Borrowings
Unsecured Borrowings
13. Provisions
CURRENT
Employee entitlements
Provision for employee entitlements:
Balance at 1 July 2007
Arising during the reporting period
Balance at 30 June 2008
Number of employees at year end
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
424,580
138,528
563,108
840,413
3,497,050
4,337,463
4,900,571
47,721
58,217
(10,496)
47,721
3
1,110,785
769,081
1,879,866
0
0
0
1,879,866
58,217
41,919
16,298
58,217
1
424,580
138,528
563,108
840,413
2,363,719
3,204,132
3,767,240
47,858
35,589
12,269
47,858
2
1,099,825
769,081
1,868,906
0
0
0
1,868,906
35,589
19,291
16,298
35,589
1
A provision has been recognised for employee entitlements relating to annual leave. The measurement and recognition A provision has been recognised for employee entitlements relating to annual leave. The measurement and recognition A provision has been recognised for employee entitlements relating to annual leave. The measurement and recognition A provision has been recognised for employee entitlements relating to annual leave. The measurement and recognition
criteria relating to employee benefits have been included in the significant accounting polices note to this report.
14. Unearned Income
NON-CURRENT
Unearned Revenue 250,000 0 0 0
Unearned Interest Income 691,438 0 0 0
941,438 0 0 0

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

15. Issued Capital
87,712,974 (2007: 53,240,292)
Fully paid ordinary shares
Less: Listing costs
(a)
Ordinary Shares
Movement in ordinary shares on issue
At the beginning of the reporting period
Issued on 7 July 2006 for cash of $1.25 each
Issued on 17 August 2006 for cash of $0.01
Issued on 17 August 2006 for cash of $1.00
Issued on 17 August 2006 for cash of $1.25
Issued on 22 August 2006 for cash of $0.01
Issued on 10 October 2006 for cash of $1.00
Issued on 12 October 2006 for cash of $0.01
Issued on 12 October 2006 for cash of $1.00
Issued on 27 October 2006 for cash of $1.25
Issued on 24 January 2007 for cash of $0.45
Issued on 31 January 2007 for cash of $0.45
Issued on 16 March 2007 for cash of $0.01
Issued on 30 March 2007 for cash of $0.40
Issued on 30 March 2007 for cash of $0.50
Issued on 5 May 2007 for cash of $0.50
Issued on 5 May 2007 for cash of $0.01
Issued on 9 May 2007 for cash of $0.50
Issued on 15 June 2007 for cash of $0.01
Issued on 22 June 2007 for cash of $0.65
Issued on 29 June 2007 for cash of $0.60
Issued on 19 July 2007 for cash of $0.50
Issued on 19 July 2007 for non-cash of $0.50
Issued on 23 July 2007 for cash of $0.50
Issued on 1 August 2007 for cash of $0.50
Issued on 7 August 2007 for cash of $0.01
Issued on 7 August 2007 for cash of $0.50
Issued on 7 August 2007 for non-cash of $0.50
Issued on 7 August 2007 for non-cash of $1.00
Issued on 10 August 2007 for cash of $0.01
Issued on 10 August 2007 for cash of $0.50
Issued on 27 August 2007 for cash of $0.01
Issued on 27 August 2007 for cash of $0.50
Issued on 19 September 2007 for cash of $0.50
Issued on 19 September 2007 for cash of $0.60
Issued on 19 September 2007 for cash of $0.65
Issued on 26 September 2007 for cash of $0.50
Issued on 26 September 2007 for cash of $0.65
Issued on 26 September 2007 for non-cash of $1.00
Issued on 23 October 2007 for cash of $0.50
Issued on 23 October 2007 for non-cash of $0.50
Issued on 26 October 2007 for non-cash of $0.50
Issued on 30 November 2007 for cash of $0.50
Issued on 5 December 2007 for cash of $0.50
Issued on 11 December 2007 for cash of $0.50
Issued on 21 January 2008 for cash of $0.50
Issued on 14 March 2008 for cash of $0.50
Issued on 14 March 2008 for cash of $0.80
Issued on 14 March 2008 for cash of $1.00
Issued on 12 May 2008 for cash of $0.25
Issued on 18 June 2008 for cash of $0.25
Issued on 18 June 2008 for cash of $0.50
Issued on 18 June 2008 for non-cash of $0.65
Issued on 18 June 2008 for non-cash of $0.80
Issued on 18 June 2008 for non-cash of $1.00
At 30 June 2008
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
32,707,528
(150,931)
32,556,597
No.
4,706,647
0
4,706,647
No.
32,707,528
(150,931)
32,556,597
No.
4,706,647
0
4,706,647
No.
53,240,292
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
130,000
2,500
100,000
54,000
8,601
30,000
1,100,000
21,000,000
6,150
230,000
2,343
6,000
139,225
35,000
150,000
139,000
50,000
10,000
890,000
325,000
6,025,891
580,000
76,000
20,000
200,000
410,000
757,256
376,200
800,000
600,000
50,000
16,922
7,594
145,000
87,712,974
51,682,692
20,000
8,300
50,000
4,000
2,150
50,000
2,150
200,000
24,000
60,000
135,000
4,000
562,000
200,000
10,000
4,000
20,000
2,000
150,000
50,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
53,240,292
53,240,292
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
130,000
2,500
100,000
54,000
8,601
30,000
1,100,000
21,000,000
6,150
230,000
2,343
6,000
139,225
35,000
150,000
139,000
50,000
10,000
890,000
325,000
6,025,891
580,000
76,000
20,000
200,000
410,000
757,256
376,200
800,000
600,000
50,000
16,922
7,594
145,000
87,712,974
51,682,692
20,000
8,300
50,000
4,000
2,150
50,000
2,150
200,000
24,000
60,000
135,000
4,000
562,000
200,000
10,000
4,000
20,000
2,000
150,000
50,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
53,240,292

NOTES TO THE FINANCIAL STATEMENTS

for the year ended 30 June 2008

16. Reserves

Option reserve

The option reserve is used to record the issue of options available to be excised for ordinary shares. On the 11 March 2005, 1,962,753 options were granted at a premium of $750,000 to RRA Enterprises Limited (formerly FI Ventures Limited), a related party, to accept ordinary shares at an exercise price of $0.01 each. Options outstanding are exercisable within 45 days of the company listing on an approved stock exchange. The company listed on the Australian Securities Exchange on 27 March 2008 – outstanding options expired 45 days later on 11 May 2008. Details of options exercised and outstanding are as follows:

Options outstanding at 1 July 2007
Exercised on 7 August 2007
Exercised on 10 August 2007
Exercised on 27 August 2007
Expired on 11 May 2008
Options outstanding at 30 June 2008
240,303
8,601
6,150
2,343
223,209
0

17. Commitments and Contingencies

The minimum commitments contracted for at reporting date, but not provided for are as follows:

Within one year:
Related party
Other entities
After one year but not more than five years:
Related party
Consolidated
June
2008
June
2007
$
$
Consolidated
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
Parent
June
2008
June
2007
$
$
120,000
0
100,000
220,000
870,000
3,250,000
220,000
4,340,000
120,000
0
100,000
220,000
870,000
3,250,000
220,000
4,340,000

All contracted expenditure is cancellable without penalty with a minimum of 90 days notice by either the contractor or the Company.

As a result of a sub-licence agreement signed after 30 June 2007 Soil Sub Technologies Limited was committed to the payment of an introduction fee of $2,500,000 to an unrelated party and success fees of $750,000 each to a related party and another unrelated party. These payments were made prior to 30 June 2008.

There are no contingent liabilities at balance date.

18. Related Party Disclosure

The consolidated financial statements include the financial statements of Soil Sub Technologies Limited and the subsidiaries listed in the following table.

Nutrimix Distribution Pty Limited % Equity interest
Country of
Incorporation
June
2008
June
2007
Investment ($)
June
2008
June
2007
Investment ($)
June
2008
June
2007
Australia
100%
100%
1
1
1
1

Soil Sub Technologies Limited is the ultimate Australian parent company.

19. Segment Reporting

The economic entity operates predominantly in one business and geographical segment being the manufacture of soil substitutes throughout Australia.