POINTERRA LIMITED — Annual Report 2010

Oct 27, 2010

Soil Sub Technologies Limited ABN 39 078 388 155

Annual Report For the year ended 30 June 2010

Soil Sub Technologies Limited

ABN 39 078 388 155

Annual Report 2010

Table of Contents

Directors’ Report ................................................................................................................................................. 1 Auditor’s Independence Declaration ............................................................................................................... 8 Statement of Comprehensive Income .............................................................................................................. 9 Statement of Financial Position ........................................................................................................................ 10 Statement of Changes in Equity ...................................................................................................................... 11 Statement of Cash Flows .................................................................................................................................. 12 Notes to the Financial Statements ................................................................................................................... 13 Directors’ Declaration ...................................................................................................................................... 36 Independent Auditor's Report .......................................................................................................................... 37 Corporate Governance Statement ................................................................................................................. 39 Additional Information for Shareholders .......................................................................................................... 41

Directors’ Report

The directors of Soil Sub Technologies Limited present their report, together with the financial statements of the company for the financial year ended 30 June 2010.

The names of the directors in office at any time during or since the end of the year are:-

NAME OF PERSON	POSITION	DATE APPOINTED		DATE RESIGNED
Brian Delaney	Director	18 December 2008	22	December 2009
Michael Astill	Director	17 March 2009	30	July 2009
John Leslie Saunders	Director	-	17	November 2009
Guy T. Le Page	Director	22 December 2009	-
Simon Mitchell	Director	22 December 2009	-
Keong Chan	Director	22 December 2009	-
Keong Chan	Company Secretary	8 February 2010	-

Information on directors

Information on Directors as at the date of this report is as follows:

Mr. Guy T. Le Page – Executive Chairman

Mr. T. Le Page B.A, B.Sc.. B.App.Sc. (Hons), MBA, G. Dip App Fin, FFin, MAusIMM is a director of RM Corporate Finance a corporate finance and advisory company.

He is also actively involved in a range of corporate initiatives from mergers and acquisitions, initial public offerings to valuations, consulting, expert witness and corporate advisory roles. Mr. T. Le Page was a Corporate Adviser at ASX listed Stockbroker Tolhurst Noall from 1998 before joining RM Capital in 2002. Prior to his tenure at Tolhurst Noall, Mr. T. Le Page was Head of Research at Morgan Stockbroking Limited (Perth). As Head of Research, Mr. Le Page was responsible for the supervision of all Industrial and Resources Research.

As a Resources Analyst, Mr. T. Le Page published detailed research on various mineral exploration and mining companies listed on the ASX. The majority of this research involved valuations of both exploration and production assets.

Prior to entering the stockbroking industry, he spent 10 years as an exploration and mining geologist in Australia, Canada and the United States.

His experience spans gold and base metal exploration and mining geology, and he has acted as a consultant to private and public companies. This professional experience included the production of both technical and valuation reports for resource companies.

Mr. T. Le Page holds a Bachelor of Arts, Bachelor of Science and Master of Business Administration from the University of Adelaide, a Bachelor of Applied Science (Hons) from Curtin University of Technology and a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia. He is also a fellow of FINSIA and Member of the Australasian Institute of Mining and Metallurgy.

Mr. T. Le Page owns 16,250,000 shares in Soil Sub Technologies as at the date of this report.

Mr. Simon Mitchell – Non Executive Director

Mr. Mitchell, B.Sc. (Hons), G. Dip App Fin, FFin, MAusIMM is a Geologist and Financial Analyst with over 20 years experience in the resources industry, including 10 years in the field as a development geologist and 6 years as an analyst

ABN 39 078 388 155 1 Soil Sub Technologies

Directors’ Report

and structured finance executive in an investment banking environment. Mr. Mitchell has been heading Toro Energy‘s Business Development Activities since late 2006.

Mr. Mitchell commenced his geological career in the Northern Territory as a geological assistant in uranium and diamond exploration for Idemitsu Minerals and Stockdale Prospecting respectively. After graduating from the University of Adelaide in 1991, he then commenced a role with North Flinders Mines (subsequently Normandy NFM) as a Contract Geologist in regional exploration in various districts throughout the Northern Territory. During his period with Normandy NFM, Mr. Mitchell worked on the Callie gold mine in the early definition and development period.

For the next four years to the end of 1999, Mr. Mitchell enjoyed geological roles with Aurora Gold on the Toka Tindung Project in Indonesia, and RGC Exploration, working on the Hidden Valley Project in Papua New Guinea, along with grassroots exploration projects in Bolivia and project assessment roles in Peru and Chile.

Mr. Mitchell undertook a Graduate Diploma in Applied Finance and Investment from 1998-2002 and followed a mining finance career path with the Commonwealth Bank of Australia. During his time at the bank, Mr. Mitchell worked in diverse roles such as a finance analyst in the Metals & Mining area of Business Development through to his last role as Solutions Executive (Associate Director) in the Natural Resources Group within Corporate Finance.

Mr. Mitchell owns nil shares in Soil Sub Technologies as at the date of this report.

Mr. Keong Chan – Non Executive Director & Company Secretary

Mr. Chan, spent a number of years with PricewaterhouseCoopers and Deloitte in Sydney, Canberra and Perth, where he was national manager for Deloitte's Australian international trade practice. This position involved the coordination of teams across Australia to perform due diligence activities on private equity transactions, analysis of establishing operations in Australia, cost minimisation programs and other restructuring activities.

In the corporate finance sector, Mr. Chan has provided strategic advice to a number of companies on corporate matters in relation to, IPOs, back door listings, mergers and acquisitions, takeovers/divestments and acted as advisor to a number of ASX listed boards as well as acting as a representative for overseas funds/investment banks and mining conglomerates.

Mr. Chan is currently a Director of Charterhouse Capital and holds a Bachelor of Commerce and a Masters of International Trade Law.

Mr. Chan owns 2,000,000 shares in Soil Sub Technologies as at the date of this report.

Directorships of other listed companies

Directorships of other listed companies held by directors in the 3 years immediately before the end of the financial year are as follows:

Name	Company	Period of directorship
Mr. Guy T. Le Page	Tasman Resources NL	2 June 2001 – current
	Eden Energy Limited	3 February 2006 – current
	Palace Resources	7 August 2009 – current
	Red Sky Energy Limited	18 February 2009 – current
	Enerji Limited	2 March 2009 – current
	Fission Energy Limited	15 May 2009 – current
	3D Resources	2 December 2008 – 25 February 2009
Mr. Simon Mitchell	No other directorships	-
Mr. Keong Chan	No other directorships	-

ABN 39 078 388 155 2 Soil Sub Technologies

Directors’ Report

During the financial year, one meeting of directors (including committees of directors) was held. Attendances by each director during the year were as follows:

	Directors	Meetings
	Number Eligible to Attend	Number	Attended
Michael Astill	-		-
John Leslie Saunders	-		-
Guy T. Le Page	1		1
Simon Mitchell	1		1
Keong Chan	1		1

Company Secretary

The Company Secretary in office for the company at any time during or since the end of the year are:

Brian Delaney

Resigned on 22 December 2009.

Mr. Keong Chan

Appointed on 8 February 2010.

The Company Secretary has been in office since the start of the financial year to the date of this report unless otherwise stated. For information on Mr. Chan please refer to page 2 of the directors report.

Principal Activities and Significant Changes in Nature of Activities

The principal activities of the Company during the financial year were limited due to the Company being in voluntary administration, however the Company was successfully recapitalised and requoted back onto the Australian Securities Exchange (―ASX‖) in April 2010. The Company intends to concentrate on the domestic Australian market and will be conducting feasibility studies into the further refinement of Nutrimix and the domestic distribution of the product.

There were no other significant changes in the nature of the company‘s principal activities during the financial year.

Operating Results

The profit for the financial year after providing for income tax amounted to $5,524,380 (2009: $28,967,986 loss).

Review of Operations

From 1 June 2009 until 1 April 2010 the Company was under voluntary administration. As a result of the company being released from administration the Deed of Company Arrangement (―DOCA‖) was executed and control of the Company reverted back to the Board of Directors. The Company was successfully reinstated on the Australian Securities Exchange (―ASX‖) on the 21 April 2010.

The transactions that took place as a result of the DOCA included the following:

• Consolidate existing capital on a 1 for 5 basis such that the 89,564,434 ordinary shares on issue when the Company was placed in administration will be consolidated to 17,912,887 ordinary shares;

• Reduction of capital by applying an amount being the portion of the accumulated losses of the Company against the share capital which is considered permanently lost;

• Issue of 100,000,000 ordinary shares at an issue price of $0.001 (0.1 cent) each pursuant to the Prospectus to raise $100,000. This issue will be made as 73,500,000 to Trident Capital or its nominees and 26,500,000 to Directors;

• Issue of 250,000,000 ordinary shares at an issue price of $0.01 (1 cent) each pursuant to the Prospectus to raise $2,500,000;

ABN 39 078 388 155 3 Soil Sub Technologies

Directors’ Report

• The payment of $515,000 to the Creditors Trust thus effectuating the DOCA and Reconstruction Deed with the Administrator;

• Forgiveness of all Creditors Claims against the company under the DOCA; and

• The payment of expenses of the Prospectus totalling an estimated $500,000 and expensed against equity.

Therefore in the current year the profit position is due to the effect of a gain from the forgiveness of creditors as a result of the DOCA.

Financial Position

Dividends Paid or Recommended

No dividends were paid or declared since the start of the financial year.

Future Developments

The Company plans to concentrate on the domestic Australian market, and consider the characteristics of the product to be of particular interest to users based in dryer areas, with high water consumption and cost and on sandy soils. Consequently, the product may well be suited to application on the sand belt golf courses as an example. There is also evident application in mine site rehabilitation throughout Australia, whilst municipalities throughout Australia who are becoming more conscious of water consumption for their parks and gardens may also consider the use of the product.

The Company believes that the better commercial opportunity for development of the product is through the bulk market, rather than seeking retail sales of smaller bagged lots where the margins are often less, and marketing costs and competition greater.

Should the product prove successful in the domestic market, the Company will seek to expand through the development of offshore markets.

Environmental Issues

The directors have considered the recently enacted National Greenhouse and Energy Reporting Act 2007 (the NGER Act) which introduces a single national reporting framework for the reporting and dissemination of information about the greenhouse gas emissions, greenhouse gas projects, and energy use and production of corporations. At the current stage of development, the directors have determined that the NGER Act will have no effect on the company for the current, nor subsequent, financial year. The directors will reassess this position as and when the need arises.

Options

No options to shares in the Company have been granted during the financial year and there were no options outstanding at the end of the financial year.

Indemnifying officers or auditor

During or since the end of the financial year the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

• The Company has entered into agreements to indemnify all Directors and provide access to documents, against any liability arising from a claim brought by a third party against the Company. The agreement provides for the company to pay all damages and costs which may be awarded against the Directors.

• The Company has paid premiums to insure each of the directors against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of director of the company, other than conduct involving a willful breach of duty in relation to the Company. The amount of the premium was $9,067.

• No indemnity has been paid to auditors.

ABN 39 078 388 155 4 Soil Sub Technologies

Directors’ Report

Proceedings On Behalf Of Company

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

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

Remuneration Report

This report details the nature and amount of the remuneration for each key management person of Soil Sub Technologies Limited and for the executives receiving the highest remuneration for 30 June 2010.

Remuneration policy

The remuneration policy, which sets the terms and conditions for the key management personnel, was developed by the board of directors after seeking professional advice from independent consultants and was approved by the board. All executives receive a base salary, superannuation, fringe benefits, performance incentives and retirement benefits. The board of directors reviews executive packages annually by reference to company performance, executive performance, comparable information from industry sectors and other listed companies and independent advice. The performance of executives is measured against criteria agreed half yearly which is based on the forecast growth of the company‘s profits and shareholders value. The policy is designed to attract the highest calibre executives and reward them for performance which results in longterm growth in shareholder value.

Company performance, shareholder wealth and director and executive remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. This will be achieved via offering performance incentives based on key performance indicators.

The company has been focussing developing the Nutrimix product and the re-listing of the company on the Australian Securities Exchange. In view of this, and the current stage of development of the company, an analysis of revenue growth is not considered appropriate and has not been provided.

Employment Details of Members of Key Management Personnel and Other Executives

The following table provides employment details of persons who were, during the financial year, members of key management personnel of the company, and to the extent different, among the company executives receiving the highest remuneration. The table also illustrates the proportion of remuneration that was performance and non-performance based and the proportion of remuneration received in the form of options.

Position held as at 30	Contract details (duration	Proportions of elements of remuneration	Proportions of elements of remuneration	Proportions of elements of remuneration	Proportions of elements of	Proportions of elements of
June 2010 and any	and termination)	related to performance			remuneration not related to
change during the						performance
year		Non-salary
		cash-based	Shares/	Options/	Fixed Salary/
		incentives	Units	Rights	Fees	Total
		%	%	%	%	%
Key Management
Personnel
Mr. Guy T. Le Page Director	3 year contract from 1 April	-	-	-	100	100
	2010. 3 months notice to
	terminate.
Mr. Keong Chan Director	3 year contract from 1 April	-	-	-	100	100
	2010. 3 months notice to
	terminate.

ABN 39 078 388 155 5 Soil Sub Technologies

Directors’ Report

Details of remuneration for the year ended 30 June 2010

2010

Key Management Personnel Michael Astill John Saunders Guy T. Le Page Simon Mitchell Keong Chan

Short-term Benefits Post- employment Benefits Other Long-term Benefits Share based Payment Total Total Remune- ration Repre- sented by Options Performance Related Cash, salary & fees Cash profit share Non-cash benefit Other Super- annuation Other Equity Options* $ $ $ $ $ $ $ $ $ % % - - - - - - - - - - - - - - - - - - - - - - 24,000 - - 84,300 - - - - 90,000 - - 18,000 - - - - - - - 18,000 - - 38,000 - - - - - - - 38,000 - - 80,000 - - 84,300 - - - - 146,000 - -

• Cash from other activities paid to Mr. T. Le Page are paid to RM Capital a company which Mr. T. Le Page is a director.

Details of remuneration for the year ended 30 June 2009

2009

Key Management Personnel D White J N Callianiotis A M Callianiotis

Short-term Benefits Post- employment Benefits Other Long-term Benefits Share based Payment Total Total Remune- ration Repre- sented by Options Performance Related Cash, salary & fees Cash profit share Non-cash benefit Other Super- annuation Other Equity Options* $ $ $ $ $ $ $ $ $ % % 6,800 - - - 612 - - - 7,412 - - 71,100 - - 15,505 6,399 - - - 93,004 - - 42,705 - - - 3,843 - - - 46,548 - - 120,605 - - 15,505 10,854 - - - 146,964 - -

• Termination payment as shown by the proof of debt provided by Administrators Hall Chadwick.

As the current directors were not the directors at the financial year end for the 30 June 2009, it was determined that as some of the required information was unavailable due to the information and knowledge residing with the previous directors the accounting records may have incomplete details and remuneration for 30 June 2009 should not be relied upon.

On 2 April 2009 Hall Chadwick were appointed as Administrators of the Company. The fees incurred by Hall Chadwick between April 2 and June 30 2009 were $16,501.

ABN 39 078 388 155 6 Soil Sub Technologies

Directors’ Report

Options and rights granted

There have been no options or right granted to directors for the year ending 30 June 2010.

Subsequent Events

The Directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial years.

Non-audit Services

The board of directors is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the services disclosed below did not compromise the external auditor‘s independence for the following reasons:

• all non-audit services are reviewed and approved by the directors prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and

• the nature of the services provided do not compromise the general principles relating to auditor independence in accordance with APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

The following fees for non-audit services were paid/payable to the external auditors during the year ended 30 June 2010:

Investigating Accountants Report Corporate services	$ 15,000 10,000
	25,000

Auditor’s Independence Declaration

The lead auditor‘s independence declaration, as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2010 has been received and can be found directly following the director‘s report.

This Report of the Directors, incorporating the Remuneration Report is signed in accordance with a resolution of the Board of Directors.

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GUY T. LE PAGE Director

DATED at PERTH this 20[th] day of September 2010.

ABN 39 078 388 155 7 Soil Sub Technologies

To The Board of Directors

Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001

This declaration is made in connection with our audit of the financial report of Soil Sub Technologies Limited for the year ended 30 June 2010 and in accordance with the provisions of the Corporations Act 2001.

We declare that, to the best of our knowledge and belief, there have been:

• no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

==> picture [8 x 10] intentionally omitted <==

• no contraventions of the Code of Professional Conduct of the Institute of Chartered Accountants in Australia in relation to the audit.

Yours faithfully

BENTLEYS Chartered Accountants

CHRIS WATTS CA Director

DATED at PERTH this 20[th] day of September 2010

Statement of Comprehensive Income for the year ended 30 June 2010

Note Revenue 2 Other income 2 Finance costs 3 Depreciation and amortisation expense 3 Employee benefits expense Directors Fees Accounting and administration Consulting and contracting cost Impairment expense Write-off of assets 3 Administrators expense Travel and accommodation Compliance and regulatory Bad debts expense 3 Payment to Creditors‘ Trust Other expenses from ordinary activities Profit/ (Loss) before income tax expense 3 Income tax expense 4 Net profit/ (loss) for the year Other comprehensive income Total comprehensive income Earnings per share Basic earnings / (loss) per share 16	Company 2010 $ Group 2009 $ 9,801 - 7,184,480 - (564,898) (488,836) (25,000) (25,000) - (183,219) (84,700) - (51,650) (89,731) (38,500) (224,120) - (1,367,814) - (24,776,234) (265,708) - - (100,049) (54,607) - - (711,625) (515,000) - (69,838) (183,348)
	5,524,380 (28,149,976) - (818,010)
	5,524,380 (28,967,986) - -
	5,524,380 (28,967,986)
	0.06 (0.32)

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 9 Soil Sub Technologies

Statement of Financial Position

as at 30 June 2010

Note CURRENT ASSETS Cash and cash equivalents 7 Trade and other receivables 8 TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant and equipment 10 Intangible assets 11 TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 12 Financial liabilities 13 Short–term provisions 15 TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Financial liabilities 13 TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS/ (DEFICIENCY) EQUITY Issued capital 18 Accumulated losses TOTAL EQUITY	Company 2010 $ Group 2009 $ 1,447,308 321 20,080 531
	1,467,388 852
	- 72,594 250,000 275,000
	250,000 347,594
	1,717,388 348,446
	30,750 566,903 - - 8,365
	30,750 1,063,114
	- 5,285,193
	- 5,285,193
	30,750 6,348,307
	1,686,638 (5,999,861)
	- 2,162,119 28,684,679 (475,481) (34,684,540)
	1,686,638 (5,999,861)

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 10 Soil Sub Technologies

Statement of Changes in Equity

for the year ended 30 June 2010

Group BALANCE AT 1 JULY 2008 Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners, directly in equity Issue of share capital (Net of capital raising costs) BALANCE AT 30 JUNE 2009 Company BALANCE AT 1 JULY 2009 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners, directly in equity Issue of share capital Capital raising costs Reduction of share capital BALANCE AT 30 JUNE 2010	Issued Capital $ Accumulated Losses $ Total $
	28,431,597 (5,716,554) 22,715,043 - (28,967,986) (28,967,986) - - -
	- (28,967,986) (28,967,986) 253,082 - 253,082
	28,684,679 (34,684,540) (5,999,861)
	28,684,679 (34,684,540) (5,999,861) - 5,524,380 5,524,380 - - -
	- 5,524,380 5,524,380 2,600,000 - 2,600,000 (437,881) - (437,881) (28,684,679) 28,684,679 -
	2,162,119 (475,481) 1,686,638

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 11 Soil Sub Technologies

Statement of Cash Flows

for the year ended 30 June 2010

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Payments to creditor trust Interest received Net Cash Used In Operating Activities 22(b) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Net Cash Used In Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from Issue of Shares Proceeds from borrowings Proceeds from oversubscriptions Return proceeds from oversubscriptions Payment of share issue costs Net Cash Provided By Financing Activities Net increase/(decrease) in cash held Cash and Cash Equivalents at beginning of financial year Cash and Cash Equivalents at end of financial year 22(a)	Company 2010 $ Group 2009 $ (209,933) (984,588) (515,000) - 9,801 -
	(715,132) (984,588)
	- (10,485)
	- (10,485)
	2,600,000 130,000 - 1,304,091 241,749 - (241,749) - (437,881)
	2,162,119 1,434,091
	1,446,987 439,018 321 (438,697)
	1,447,308 321

The accompanying notes form part of these financial accounts

ABN 39 078 388 155 12 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2010

NOTE 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 Interpretation, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers the Company of Soil Sub Technologies Limited and has been prepared in Australian dollars. Soil Sub Technologies Limited is a listed public company, incorporated and domiciled in Australia.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions to which they apply. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

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

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.

a. Comparatives

When required by accounting standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

The 2009 comparative figures are based on the consolidated financial statements lodged with the ASX on the 15 April 2010 the subsidiary was deregistered on the 20 June 2010. Therefore the 2009 comparatives are based on the Group numbers and the 2010 numbers are based on the Company.

Limitations on Preparation - Comparatives

On 2 April 2009 the Company appointed an Administrator. The Administrator‘s appointment was to Soil Sub Technologies Limited and did not extend to the subsidiary company, Nutrimix Distribution Pty Limited. The Administrators were appointed before the due date for the preparation of these accounts. The current Company Directors were not Directors as at the Reporting Date, nor were they parties involved with the Company.

Every reasonable effort has been made by the Directors to ascertain the true position of Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) and its controlled entities (―the Group‖) as at 30 June 2009. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not be material on the accounts.

b. Income Tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and deferred tax expense (income).

Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.

ABN 39 078 388 155 13 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2010

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

c. 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 Company 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.

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

d. Financial Instruments

Recognition and Initial Measurement

Financial instruments, incorporating financial assets and financial liabilities, are recognised when the company becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by marketplace convention.

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Notes to the Financial Statements for the year ended 30 June 2010

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.

Classification and Subsequent Measurement

FINANCE INSTRUMENTS ARE SUBSEQUENTLY MEASURED AT EITHER OF FAIR VALUE, AMORTISED COST USING THE EFFECTIVE INTEREST RATE METHOD, OR COST. FAIR VALUE REPRESENTS THE AMOUNT FOR WHICH AN ASSET COULD BE EXCHANGED OR A LIABILITY SETTLED, BETWEEN KNOWLEDGEABLE, WILLING PARTIES. WHERE AVAILABLE, QUOTED PRICES IN AN ACTIVE MARKET ARE USED TO DETERMINE FAIR VALUE. IN OTHER CIRCUMSTANCES, VALUATION TECHNIQUES ARE ADOPTED.

Amortised cost is calculated as:

• a) the amount at which the financial asset or financial liability is measured at initial recognition;

• b) less principal repayments;

• c) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method ; and

• d) less any reduction for impairment.

The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expected life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss.

Financial assets at fair value through profit and loss

Financial assets are classified at ‗fair value through profit or loss‘ when they are held for trading for the purpose of short term profit taking, where they are derivatives not held for hedging purposes, or designated as such to avoid an accounting mismatch or to enable performance evaluation where a group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Realised and unrealised gains and losses arising from changes in fair value are included in profit or loss 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.

Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets).

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or determinable payments, and it is the Company‘s intention to hold these investments to maturity. They are subsequently measured at amortised cost.

Held-to-maturity investments are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other investments are classified as current assets).

ABN 39 078 388 155 15 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

If during the period the Company sold or reclassified more than an insignificant amount of the held-to-maturity investments before maturity, the entire held-to-maturity investments category would be tainted and reclassified as available-for-sale.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments.

Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other financial assets are classified as current assets).

Financial liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost.

Derivative instruments

Derivative instruments are measured at fair value. Gains and losses arising from changes in fair value are taken to the statement of comprehensive income 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 the end of each reporting period, the Company assesses 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 statement of comprehensive income.

De-recognition

Financial assets are de-recognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are de-recognised where the related obligations are discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.

e. Impairment of Assets

At each the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset‘s fair value less costs to sell and value in use, to the asset‘s carrying value. Any excess of the asset‘s carrying value over its recoverable amount is expensed to the statement of comprehensive income.

ABN 39 078 388 155 16 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2010

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

f. Intangibles

Patents and Licences

Patents and licences are recognised at cost of acquisition. Patents and licences have a finite life and are carried at cost less any accumulated amortisation and any impairment losses. Patents and licences are amortised over their useful life ranging from 12 to 20 years. The useful lives of these intangible assets are assessed to be either finite or indefinite.

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 Company‘s intangible assets is as follows:

Patents and trademarks
Useful lives	12 – 20 years
	Amortised over the term of the patent and revalued to fair value where deemed appropriate
Method used
Internally generated /Acquired	Acquired
Impairment test / Recoverable amount Testing	Annually and where an indicator of impairment exists

g. Employee Benefits

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

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

h. Provisions

Provisions are recognised when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

i.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the balance sheet.

j.

Revenue and Other Income

Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. Any consideration deferred is treated as the provision of finance and is discounted at a rate of interest that is generally accepted in the market for similar arrangements. The difference between the amount initially recognised and the amount ultimately received is interest revenue.

ABN 39 078 388 155 17 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2010

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from the rendering of a service is recognised upon the delivery of the service to the customers.

All revenue is stated net of the amount of goods and services tax (GST).

k. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use of sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

l. Goods and Services Tax (GST)

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 Taxation 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.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

m. Adoption of New and Revised Accounting Standards

During the current year the Company adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory.

The adoptions of these standards has impacted the recognition, measurement and disclosure of certain transactions. The following is an explanation of the impact the adoption of these standards and interpretations has had on the financial statements of Soil Sub Technologies Limited.

AASB 8: Operating Segments

In February 2007 the Australian Accounting Standards Board issued AASB 8 which replaced AASB 114: Segment Reporting. As a result, some of the required operating segment disclosures have changed with the addition of a possible impact on the impairment testing of goodwill allocated to the cash generating units (CGUs) of the entity. Below is an overview of the key changes and the impact on the Company‘s financial statements.

Measurement impact

Identification and measurement of segments — AASB 8 requires the ‗management approach‘ to the identification measurement and disclosure of operating segments. The ‗management approach‘ requires that operating segments be identified on the basis of internal reports that are regularly reviewed by the entity‘s chief operating decision maker, for the purpose of allocating resources and assessing performance. This could also include the identification of operating segments which sell primarily or exclusively to other internal operating segments. Under AASB 114, segments were identified by business and geographical areas, and only segments deriving revenue from external sources were considered.

The adoption of the ‗management approach‘ to segment reporting has resulted in the identification of reportable segments largely consistent with the prior year.

ABN 39 078 388 155 18 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Under AASB 8, operating segments are determined based on management reports using the ‗management approach‘, whereas under AASB 114 financial results of such segments were recognised and measured in accordance with Australian Accounting Standards. This has resulted in changes to the presentation of segment results, with inter-segment sales and expenses such as depreciation and impairment now being reported for each segment rather than in aggregate for total Company operations, as this is how they are reviewed by the chief operating decision maker.

Disclosure impact

AASB 8 requires a number of additional quantitative and qualitative disclosures, not previously required under AASB 114, where such information is utilised by the chief operating decision maker. This information is now disclosed as part of the financial statements

AASB 101: Presentation of Financial Statements

In September 2007 the Australian Accounting Standards Board revised AASB 101 and as a result, there have been changes to the presentation and disclosure of certain information within the financial statements. Below is an overview of the key changes and the impact on the Company‘s financial statements.

Disclosure impact

Terminology changes — the revised version of AASB 101 contains a number of terminology changes, including the amendment of the names of the primary financial statements.

Reporting changes in equity — the revised AASB 101 requires all changes in equity arising from transactions with owners, in their capacity as owners, to be presented separately from non-owner changes in equity. Owner changes in equity are to be presented in the statement of changes in equity, with non-owner changes in equity presented in the statement of comprehensive income. The previous version of AASB 101 required that owner changes in equity and other comprehensive income be presented in the statement of changes in equity.

Statement of comprehensive income — the revised AASB 101 requires all income and expenses to be presented in either one statement, the statement of comprehensive income, or two statements, a separate income statement and a statement of comprehensive income. The previous version of AASB 101 required only the presentation of a single income statement.

The Company‘s financial statements now contain a statement of comprehensive income.

Other comprehensive income — The revised version of AASB 101 introduces the concept of ‗other comprehensive income‘ which comprises of income and expenses that are not recognised in profit or loss as required by other Australian Accounting Standards. Items of other comprehensive income are to be disclosed in the statement of comprehensive income. Entities are required to disclose the income tax relating to each component of other comprehensive income. The previous version of AASB 101 did not contain an equivalent concept.

n.

Critical Accounting Estimates and Judgments

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 Company.

Key Judgment – Environmental Issues

Balances disclosed in the financial statements and notes thereto are not adjusted for any pending or enacted environmental legislation, and the directors understanding thereof. At the current stage of the Company‘s development and its current environmental impact the directors believe such treatment is reasonable and appropriate.

ABN 39 078 388 155 19 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2010

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Key Estimate – Taxation

Balances disclosed in the financial statements and the notes thereto, related to taxation, are based on the best estimates of directors. These estimates take into account both the financial performance and position of the Company as they pertain to current income taxation legislation, and the directors understanding thereof. No adjustment has been made for pending or future taxation legislation. The current income tax position represents that directors‘ best estimate, pending an assessment by the Australian Taxation Office.

Key Estimate – Intangibles

Balances disclosed in the financial statements and the notes thereto are based on the best estimates of directors.

The financial report was authorised for issue on 17th of September 2010 by the board of directors.

ABN 39 078 388 155 20 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

		Company	Group
		2010	2009
	Note	$	$
NOTE 2. REVENUE
Other Revenue
– Interest Received		9,801	-
Total Revenue		9,801	-
Other Income
– Debt forgiveness pursuant to settlement of a Deed of Company Arrangement		7,184,480	-
Total Other Income		7,184,480	-
NOTE 3. LOSS BEFORE INCOME TAX
The operating profit before income tax has been determined after:
Finance costs
– External		564,898	378,566
– Related Entities		-	110,270
Total Finance Costs		564,898	488,836
Costs were capitalised onto financial liabilities, ultimately forgiven pursuant to terms of DOCA.
Amortisation of Non Current Assets
– Patents		25,000	25,000
Total Amortisation of Non Current Assets		25,000	25,000
Permanent and Temporary Impairment
– Patents and trademarks	11	-	1,373,324
– Website Development Costs	11	-	1,041
– Exclusivity Licence	9	-	20,479,743
– Write off licence fee receivables	8	-	4,357,542
– Bad debts expense – Trade Debtors	8	-	375,029
Superannuation expense		-	13,207

Superannuation expense

ABN 39 078 388 155 21 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

Note NOTE 4. INCOME TAX EXPENSE (a) The components of tax expense comprise: Current Deferred 14 (b) The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax payable on profit from ordinary activities before income tax at 30% (2009: 30%) Add: Tax effect of expenses that are not deductible in determining taxable profit Less: Tax effect of expenses that are deductible in determining taxable profit but excluded from accounting profit Tax effect of debt forgiveness Deferred tax assets not brought to account Weighted average effective tax rate NOTE 5. AUDITORS’ REMUNERATION Remuneration of the parent entity auditors for: –Auditing or reviewing the financial report –Other Services – Investigating Accountants Report –Other Services – Corporate Services	Company 2010 $ Group 2009 $ - - - (818,010)
	- (818,010)
	1,657,314 (8,444,993) 12,307 8,444,993 (27,309) (818,010) (1,720,459) - 78,147 -
	- (818,010)
	Nil% (3%) 29,250 27,648 15,000 - 17,000 10,000
	61,250 37,648

NOTE 6. KEY MANAGEMENT PERSONNEL COMPENSATION

Refer to the Remuneration Report contained in the Directors‘ Report for details of the remuneration paid or payable to each member of the Company‘s key management personnel for the year ended 30 June 2010.

a) Remuneration of Key Management Personnel

The totals of remuneration paid to KMP of the company and the Company during the year are as follows:

Short-term employee benefits Post-employment benefits Other long-term benefits Termination benefits Share-based payments	2010 $ 2009 $ 146,000 136,110 - 10,854 - - - - - -
	146,000 146,964

ABN 39 078 388 155 22 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 6. KEY MANAGEMENT PERSONNEL COMPENSATION (Continued)

(a) Number of Shares Held by Key Management Personnel – 30 June 2010

Key Management Person Michael Astill John Leslie Saunders Guy T. Le Page Simon Mitchell Keong Chan	Balance at beginning of year Granted as remuneration during year Issued on exercise of options during year Other changes during the year Balance at end of year - - - - - - - - - - - - - 16,250,000 16,250,000 - - - - - - - - 2,000,000 2,000,000
	- - - 18,250,000 18,250,000

Confirmation is unavailable for director shareholdings at the 30 June 2009.

(b) Number of Options Held by Key Management Personnel

There are no options held over ordinary shares held by KMP during the financial year ended 2010 and 2009.

(c) Other KMP Transactions

There have been no other transactions involving equity instruments other than those described in the tables above. For details of other transactions with KMP, refer to note 27: Related Party Transactions.

There have been no loans to KMP for the year ended 30 June 2010.

Note NOTE 7. CASH AND CASH EQUIVALENTS Cash at bank NOTE 8. TRADE AND OTHER RECEIVABLES CURRENT Trade debtors Other debtors Write off trade debtors 3 NON CURRENT Related party receivable Licence fee receivable Write off licence fee receivable 3 NOTE 9. OTHER ASSETS Exclusivity Licence Costs: At Cost Accumulated amortisation Asset write off 3	Company 2010 $ Group 2009 $ 1,447,308 321
	- 375,029 20,080 531 - (375,029)
	20,080 531
	- 4,357,542 - (4,357,542)
	- -
	- 6,500,000 - (583,629) - (5,916,371)
	- -

ABN 39 078 388 155 23 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 10. PROPERTY, PLANT & EQUIPMENT PLANT AND EQUIPMENT Plant and equipment – at cost Accumulated depreciation Total plant and equipment	Company 2010 $ Group 2009 $ - 92,566 - (19,972)
	- 72,594

(a) Movements in Carrying Amounts

Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year

Opening balance at 1 July 2009 Additions Disposals (write off) Depreciation expense Balance at 30 June 2010	Total $ 62,109 10,485 (72,594) -
	-

NOTE 11. Intangible Assets

Group Note Reporting period ended 30 June 2009: At 1 July 2008 net of accumulated amortisation Additions Amortisation Asset write off 3 At 30 June 2009 net accumulated amortisation Company Reporting period ended 30 June 2010: At 1 July 2009 net of accumulated amortisation Additions Amortisation 3 At 30 June 2010 net accumulated amortisation	Patents & Licences $ Web Site Costs $ 1,620,513 1,041 27,811 - (25,000) - (1,348,324) (1,041)	Exclusivity Licence $ Total $ 14,563,373 16,184,927 - 27,811 - (25,000) (14,563,373) (15,912,738)
	275,000 -	- 275,000
	275,000 - - - (25,000) -	- 275,000 - - - (25,000)
	250,000 -	- 250,000

Impairment Disclosures

The Directors believe there remains inherent value in certain of the Intellectual Property retained in the company, notably the NutriMix Trademark and associated patents covering Australia and New Zealand. It remains the Company‘s intent to further exploit these patents through the commercialisation of the business in these markets.

ABN 39 078 388 155 24 Soil Sub Technologies

for the year ended 30 June 2010

Notes to the Financial Statements

NOTE 12. TRADE AND OTHER PAYABLES CURRENT Unsecured Liabilities: Sundry creditors and accrued expenses Amounts payable to: Director related entities	Company 2010 $ Group 2009 $ 26,750 254,038 4,000 312,865
	30,750 566,903

NOTE 13. FINANCIAL LIABILITIES

Maturity Effective interest rate % pa CURRENT Secured Liabilities Overdraft National Australia Bank 13.73% NON CURRENT Secured Liabilities: Loan Ardisia Pty Ltd On demand* 34.30 Loan Telridge On demand Nil Loan Porlock Investments Limited On demand 30.00 Loan Steynton Nominees Pty Ltd On demand 12.00 Loan Global Managed Investments Pty Ltd On demand Nil Loan Pannah Pty Ltd On demand 12.00 Loan James Callianiotis On demand Nil Loan Egan Capital Pty Ltd On demand Nil Loan HabourCorp Pty Ltd On demand Nil Loan Mattec Family On demand Nil	- 487,846
	- 487,846
	- 996,589 - 10,000 - 814,748 - 1,445,417 - 207,043 - 1,312,422 - 146,961 - 246,133 - 62,500 43,380
	- 5,285,193

• On demand terms prior to administration. Under administration liabilities moved to non-current.

(a) Total current and non-current secured liabilities: Loan Ardisia Pty Ltd	- 1,113,203
	- 1,113,203

The loan to Ardisia Pty Ltd is secured by a mortgage over the undertaking of the company, assets, rights and property. As part of the execution of the DOCA for the year ending 30 June 2010 the charge over the patent from Ardisia was released on 6 May 2010.

ABN 39 078 388 155 25 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 14. TAX (a) Liabilities CURRENT Income tax NON-CURRENT Deferred tax liability comprises: Opening Balance Prepayments Other Reversal / set-off of deferred tax liability Total (b) Assets NON-CURRENT Deferred tax assets comprises: Carried forward losses Other Reversal / set-off of deferred tax asset Total (c) Reconciliations i. Gross movements The overall movement in the deferred tax account is as follows: Opening balance (Charge)/credit to income statement (Charge)/credit to equity Closing balance ii. Deferred tax liabilities The movement in deferred tax liabilities for each temporary difference during the year is as follows: Other: Opening balance Charge / (Credit) to income statement Charge / (Credit) to equity Closing balance iii. Deferred tax assets The movement in deferred tax assets for each temporary difference during the year is as follows: Provisions: Opening balance Credit to income statement Closing balance	Company 2010 $ Group 2009 $ - -
	- 1,394,284 - - 75,000 - (75,000) (1,394,284)
	- -
	78,147 2,212,294 116,362 - (194,509) (2,212,294)
	- - - - - - - -
	- -
	- - - - - -
	- -
	- 21,963 - (21,963)
	- -

ABN 39 078 388 155 26 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

Note NOTE 14. TAX (Continued) Prepayments: Opening balance Credit to income statement Closing balance Carried forward losses: Opening balance Credit to income statement Closing balance iv. Tax losses Unused tax losses for which no deferred tax asset has been recognised Potential deferred tax assets attributable to tax losses carried forward have not been brought to account at 30 June 2010 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These benefits will only be obtained if: i. the company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the loss to be realised; ii. the company continues to comply with conditions for deductibility imposed by law; and iii. no changes in tax legislation adversely affect the company in realising the benefit from the deductions for the loss.	Company 2010 $ Group 2009 $ - 38,908 - (38,908)
	- -
	- 2,150,940 - (2,150,940)
	- -
	260,490 -

NOTE 15. PROVISIONS

CURRENT Employee Entitlements NOTE 16. EARNINGS PER SHARE Earnings used in calculating basic earnings/(loss) per share Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share NOTE 17. UNEARNED REVENUE NON CURRENT Unearned Revenue Unearned Interest Revenue Write back unearned revenue 3	- 8,365 5,524,380 (28,967,986)
	No. No. 91,474,531 88,857,843
	- 250,000 - 691,438 - (941,438) - -

ABN 39 078 388 155 27 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 18. ISSUED CAPITAL

367,912,887 (2009: 89,564,434) Fully paid ordinary shares with no par value (a) Ordinary shares: At the beginning of the reporting period Shares issued during the year – 14 October 2008 – 14 October 2008 – 18 November 2008 – 18 November 2008 – 20 January 2009 – 31 March 2010 – 20 April 2010 Shares consolidated during the year – 26 February 2010 At reporting date	2,600,000 28,684,679
	No. No. 89,564,434 87,712,974 - 470,000 - 520,000 - 61,460 - 300,000 - 500,000 100,000,000 - 250,000,000 - (71,651,547) -
	367,912,887 89,564,434

The company has no authorised share capital.

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held

At the 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) Capital Management:

The Directors‘ objectives when managing capital are to ensure that the Company can fund its operations and continue as a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders.

Due to the nature of the Company‘s activities, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Company‘s capital risk management is the current working capital position against the requirements of the Company to meet business development and corporate overheads. The Company‘s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.

The working capital position of the Group and the parent entity at 30 June 2010 and 30 June 2009 are as follows:

Working Capital:	2010 2009 $ $
Cash and cash equivalents Trade and other receivables Trade and other payables Working capital position	1,447,308 321 20,080 531 (30,750) (566,903)
	1,436,638 (566,051)

NOTE 19. CAPITAL AND LEASING COMMITMENTS

There are no such commitments at this stage of the company‘s operations.

NOTE 20. CONTINGENT LIABILITIES AND ASSETS

There are no contingent assets or liabilities.

ABN 39 078 388 155 28 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 21. OPERATING SEGMENTS

Segment Information

Identification of reportable segments

The Company has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources. The information presented in the financial report is the same information that is reviewed by the directors‘.

The Company completed a recapitalisation for the financial year ended 30 June 2010. The Company is currently operative in one geographic region being Australia. The Company has identified its operating segments based on the internal reports that

are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

Basis of accounting for purposes of reporting by operating segments

(a) Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors, being the chief decision maker with respect to operating segments, are determined in accordance with accounting policies that are consistent to those adopted in the annual financial statements of the Company.

(b) Inter-segment transactions

An internally determined transfer price is set for all inter-segment sales. This price is reset quarterly and is based on what would be realised in the event the sale was made to an external party at arm‘s length. All such transactions are eliminated on consolidation of the Company‘s financial statements.

Corporate charges are allocated to reporting segments based on the segments‘ overall proportion of revenue generation within the Company. The Board of Directors believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries.

Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If inter-segment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements.

(c) Segment assets

Where an asset is used across multiple segments, the asset is allocated to that segment that receives majority economic value from that asset. In the majority of instances, segment assets are clearly identifiable on the basis of their nature and physical location.

(d) Segment liabilities

Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Company as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

(e) Unallocated items

The following items of revenue, expenses, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment:

• Impairment of assets and other non-recurring items of revenue or expense

• Income tax expense

• Deferred tax assets and liabilities

• Current tax liabilities

• Other financial liabilities

• Intangible assets

(f) Comparative information

This is the first reporting period in which AASB 8 has been adopted. Comparative information has been restated to conform to the requirements of this standard.

ABN 39 078 388 155 29 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 22. CASH FLOW INFORMATION (a) Reconciliation of Cash Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the balance sheet as follows: Cash and cash equivalents (b) Reconciliation of Cash Flow from Operations with Operating Profit after Income Tax Operating profit after income tax Non-cash flows in profit from ordinary activities Depreciation and amortisation Capitalised Interest Share based payment Depreciation Write down assets to recoverable amount Loans forgiven Changes in assets and liabilities (Increase)/decrease in trade and other receivables Increase/(decrease) in trade and other payables including creditors forgiven Increase/(decrease) in deferred tax assets Increase/(decrease) in provisions	Company 2010 $ Group 2009 $ 1,447,308 321
	1,447,308 321
	5,524,380 (28,967,986) 25,000 21,853,067 581,828 - - 123,082 - 8,879 80,959 5,938,066 (6,363,232) - (19,549) - (536,153) (716,804) - 817,531 (8,365) (40,423)
	715,132 (984,588)

(c) Non-Cash Financing and Investing Activities

There were no such non-cash financing or investing transactions for the financial years ending 2009 and 2010.

NOTE 23. SHARE BASED PAYMENTS

There have been no such share based payments for the year ended 2009 and 2010.

NOTE 24. EVENTS AFTER THE BALANCE SHEET DATE

There have been no such events subsequent to balance date.

ABN 39 078 388 155 30 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 25. FINANCIAL INSTRUMENTS

(a) Financial Risk Management

The company‘s financial instruments consist mainly of deposits with banks and accounts payable.

The main purpose of non-derivative financial instruments is to raise finance for company operations.

The company does not have any derivative instruments at 30 June 2010.

i. Liquidity Risk

Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities.

The Company manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and marketable securities are available to meet the current and future commitments of the Company. Due to the nature of the Company‘s activities, the Company does not have ready access to credit facilities, with the primary source of funding being equity raisings. The Board of Directors constantly monitor the state of equity markets in conjunction with the Company‘s current and future funding requirements, with a view to initiating appropriate capital raisings as required. Any surplus funds are invested with major financial institutions.

The financial liabilities of the Company are confined to trade and other payables as disclosed in the Statement of financial position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date.

• ii. Market Risk

The Board meets on a regular basis to analyse currency and interest rate exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.

Interest rate risk

Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. The company is also exposed to earnings volatility on floating rate instruments.

Interest rate risk is not material to the company as no debt arrangements have been entered into.

Foreign exchange risk

The company is not exposed to fluctuations in foreign currencies.

Price risk

The Company is not exposed to any material commodity price risk.

iii. Credit Risk

Credit risk related to balances with banks and other financial institutions is managed by the director‘s in accordance with approved Board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard & Poor‘s rating of at least AA-. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard & Poor‘s counterparty credit ratings.

	2010	2009
	$	$
Cash and cash equivalents
— AA Rated	1,447,308		-

ABN 39 078 388 155 31 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 25. FINANCIAL INSTRUMENTS (Continued)

(b) Interest Rate Risk

The Company‘s exposure to interest rate risk, which is the risk that a financial instrument‘s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on those financial assets and financial liabilities, is as follows:

Financial Assets: Cash Trade and other receivables Total Financial Assets Financial Liabilities: Bank Overdrafts Trade and other payables Borrowings Total Financial Liabilities	Floating Interest Rate Within 2010 $ 2009 $ 2010 $ 1,447,308 321 - - - -	Fixed Interest Rate Non-interest Bearing Total Weighted Average Effective Interest Rate 1 Year 1 to 5 Years 2009 $ 2010 $ 2009 $ 2010 $ 2009 $ 2010 $ 2009 $ 2010 % 2009 % - - - - - 1,447,308 321 2.5 3.45 - - - - 531 - 531 N/A N/A - - - - 531 1,447,308 852 - - - - - - 487,846 N/A 13.73% - - - - 566,903 - 566,903 N/A N/A - 4,569,176 - 716,017 - 5,285,193 N/A 20.00% - - 4,569,176 - 1,282,920 - 6,339,942
	1,447,308 321 -	- - - -
	- 487,846 - - - - - - -	- - - - - - - - - 4,569,176 -
	- 487,846 -	- - 4,569,176 -

Net Fair Values

Fair value estimation

The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying values as presented in the statement of financial position. Fair values are those amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm‘s length transaction.

Aggregate net fair values and carrying amounts of financial assets and financial liabilities at balance date :

Financial Assets Cash and cash equivalents Trade and other receivables Total Financial Assets Financial Liabilities Trade and other liabilities Total Financial Liabilities	2010 2009 Carrying Amount $ Net Fair Value $ Carrying Amount $ Net Fair Value $ 1,447,308 1,447,308 321 321 20,080 20,080 531 531
	1,467,388 1,467,388 852 852
	30,750 30,750 566,903 566,903
	30,750 30,750 566,903 566,903

The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair value hierarchy reflecting the significance of inputs used in making the measurements. All financial instruments held are level one.

NOTE 26. COMPANY DETAILS

The registered office is: 1175. Hay Street West Perth, WA 6005

The principal place of business is:

1. Hay Street West Perth, WA 6005

ABN 39 078 388 155 32 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 27. RELATED PARTY TRANSACTIONS

The following table provides the total amount of transactions which have been entered into with related parties for the relevant financial year.

nancial year.
Related party Director related entities June 2010 June 2009	Sales to related parties Purchases from related parties Amounts owed by related parties Amounts owed to related parties $ $ $ $
	- 84,300 - - - - - -

Purchases made from related parties are paid to RM Capital a company which Mr. T Le Page is a director ($66,000) and Sabre Power Systems, a company which Mr. T Le Page is a director ($18,300).

NOTE 28. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS

The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods. The Company has decided against early adoption of these standards. A discussion of those future requirements and their impact on the Company follows:

• AASB 9: Financial Instruments and AASB 2009–11: Amendments to Australian Accounting Standards arising from AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128, 131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12] (applicable for annual reporting periods commencing on or after 1 January 2013).

• These standards are applicable retrospectively and amend the classification and measurement of financial assets. The Company has not yet determined the potential impact on the financial statements.

The changes made to accounting requirements include:

• simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value;

• simplifying the requirements for embedded derivatives;

• removing the tainting rules associated with held-to-maturity assets;

• removing the requirements to separate and fair value embedded derivatives for financial assets carried at amortised cost;

• allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument; and

• reclassifying financial assets where there is a change in an entity‘s business model as they are initially classified based on:

• a. the objective of the entity‘s business model for managing the financial assets; and

• b. the characteristics of the contractual cash flows.

ABN 39 078 388 155 33 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2010

NOTE 28. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (Continued)

• AASB 2009–4: Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 2 and AASB 138 and AASB Interpretations 9 & 16] (applicable for annual reporting periods commencing from 1 July 2009) and AASB 2009-5: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 5, 8, 101, 107, 117, 118, 136 & 139] (applicable for annual reporting periods commencing from 1 January 2010).

These standards detail numerous non-urgent but necessary changes to accounting standards arising from the IASB‘s annual improvements project. No changes are expected to materially affect the Company.

• AASB 2009–9: Amendments to Australian Accounting Standards — Additional Exemptions for First-time Adopters [AASB 1] (applicable for annual reporting periods commencing on or after 1 January 2010).

These amendments specify requirements for entities using the full cost method in place of the retrospective application of Australian Accounting Standards for oil and gas assets, and exempt entities with existing leasing contracts from reassessing the classification of those contracts in accordance with Interpretation 4 when the application of their previous accounting policies would have given the same outcome. These amendments are not expected to impact the Company.

• AASB 2009–10: Amendments to Australian Accounting Standards — Classification of Rights Issues [AASB 132] (applicable for annual reporting periods commencing on or after 1 February 2010).

These amendments clarify that rights, options or warrants to acquire a fixed number of an entity‘s own equity instruments for a fixed amount in any currency are equity instruments if the entity offers the rights, options or warrants pro-rata to all existing owners of the same class of its own non-derivative equity instruments. These amendments are not expected to impact the Company.

• AASB 2009–12: Amendments to Australian Accounting Standards [AASBs 5, 8, 108, 110, 112, 119, 133, 137, 139, 1023 & 1031 and Interpretations 2, 4, 16, 1039 & 1052] (applicable for annual reporting periods commencing on or after 1 January 2011).

This standard makes a number of editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of International Financial Reporting Standards by the IASB. The standard also amends AASB 8 to require entities to exercise judgment in assessing whether a government and entities known to be under the control of that government are considered a single customer for the purposes of certain operating segment disclosures. These amendments are not expected to impact the Company.

• AASB 2009–13: Amendments to Australian Accounting Standards arising from Interpretation 19 [AASB 1] (applicable for annual reporting periods commencing on or after 1 July 2010).

This standard makes amendments to AASB 1 arising from the issue of Interpretation 19. The amendments allow a first-time adopter to apply the transitional provisions in Interpretation 19. This standard is not expected to impact the Company.

ABN 39 078 388 155 34 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2010

NOTE 28. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (Continued)

• AASB Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments (applicable for annual reporting periods commencing on or after 1 July 2010).

• This Interpretation deals with how a debtor would account for the extinguishment of a liability through the issue of equity instruments. The Interpretation states that the issue of equity should be treated as the consideration paid to extinguish the liability, and the equity instruments issued should be recognised at their fair value unless fair value cannot be measured reliably in which case they shall be measured at the fair value of the liability extinguished. The Interpretation deals with situations where either partial or full settlement of the liability has occurred. This Interpretation is not expected to impact the Company.

The Company does not anticipate the early adoption of any of the above Australian Accounting Standards.

ABN 39 078 388 155 35 Soil Sub Technologies

Directors’ Declaration

The directors of the company declare that;

1. The financial statements set out on pages 9 to 35 are in accordance with the Corporations Act 2001 and:

2. (a) comply with Accounting Standards;

3. (b) are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board, as noted in note 1 to the financial statements;

4. (c) give a true and fair view of the financial position as at 30 June 2010 and of the performance for the year ended on that date of the Company;

5. the Chief Executive Officer and Chief Finance Officer have each declared that;

6. (a) the financial records of the company for the financial year have been properly maintained in accordance with s286 of the Corporations Act 2001 ;

7. (b) the financial statements and notes for the financial year comply with the Accounting Standards Board; and

8. (c) the financial statements and notes for the financial year give a true and fair view;

In the director‘s 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.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by:

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Guy T. Le Page Director

DATED at PERTH this 20[th] day of September 2010

ABN 39 078 388 155 36 Soil Sub Technologies

Independent Auditor's Report

To the Members of Soil Sub Technologies Limited

We have audited the accompanying financial report of Soil Sub Technologies Limited (the company), which comprises the statement of financial position as at 30 June 2010, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies and other explanatory notes and the directors’ declaration of the company.

Directors Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standards AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards (IFRS) ensures that the financial report, comprising the financial statements and notes, complies with IFRS.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Independent Auditor’s Report To the Members of Soil Sub Technologies Limited (Continued)

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Basis for Qualified Opinion

As noted in Note 1a to the financial statements, on 2 April 2009 the Company appointed an Administrator. The Administrator’s appointment was to Soil Sub Technologies Limited and did not extend to the subsidiary company at that time, Nutrimix Distribution Pty Limited. The current Directors of the company were not Directors as at the reporting date, nor were they parties involved with the Company at that time.

Every effort has been made by the Directors to ascertain the true position of the Soil Sub Technologies Limited (Subject to Deed of Company Arrangement) and its controlled entities (“the Group”) as at 30 June 2009. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not have been material on the accounts as at that date.

Due to these limitations we were unable to obtain all the information and perform the required procedures in order to form our opinion on the financial report. As a consequence, in the annual report of Soil Sub Technologies Limited as at 30 June 2009, Bentleys offered a disclaimer of opinion. Based upon these circumstance, we are therefore unable to obtain sufficient appropriate audit evidence regarding the comparatives value for 30 June 2009 and consequently, we were unable to determine whether any adjustments to these amounts were necessary.

Qualified Opinion

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph,

• a. The financial report of Soil Sub Technologies Limited is in accordance with the Corporations Act 2001, including:

• i. giving a true and fair view of the company’s financial position as at 30 June 2010 and of its performance for the year ended on that date; and

• ii. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

• b. The financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Emphasis of Matter - Inherent Uncertainty Regarding the Carrying Value of Intangible Assets

Without qualification to the opinion expressed above, the balance sheet in the financial report indicates that the Company has recorded intangible assets with a carrying value of $250,000. There is uncertainty in regard to the reasonableness of the carrying value of intangibles as they are intrinsically linked to the continued operation of the Company into the future and primarily dependent on the economic benefits associated with those assets being realised.

These items represent significant assets recorded by the Company and until such time as the proposed initiatives described by the Company in Note 1 to the financial report and are realised, and the Company is able to successfully commercialise its Licences and Patents, there remains an inherent uncertainty with regard to the carrying value of these assets.

Report on the Remuneration Report

We have audited the Remuneration Report included within the report of the directors for the year ended 30 June 2010. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Basis for Qualified Opinion

In the annual report of Soil Sub Technologies Limited as at 30 June 2009, Bentleys offered a disclaimer of opinion therefore we are unable to obtain sufficient appropriate audit evidence regarding the comparatives value for 30 June 2009.

Independent Auditor’s Report To the Members of Soil Sub Technologies Limited (Continued)

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Qualified Opinion

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the Remuneration Report of Soil Sub Technologies Limited for the year ended 30 June 2010, complies with section 300A of the Corporations Act 2001.

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BENTLEYS

Chartered Accountants

==> picture [68 x 37] intentionally omitted <==

CHRIS WATTS Director

DATED at PERTH this 20[th] day of September 2010

Corporate Governance Statement

The Board of Directors of the Company is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are elected and to whom they are accountable.

The Company‘s Corporate Governance Policies are structured with reference to the ASX Corporate Governance Council‘s principles and recommendations, which are as follows:

Principle 1 – Lay solid foundations for the management and oversight

Principle 2 – Structure the board to add value

Principle 3 – Promote ethical and responsible decision making

Principle 4 – Safeguard integrity in financial reporting

Principle 5 – Make timely and balanced disclosure

Principle 6 – Respect the rights of shareholders

Principle 7 – Recognise and manage risk

Principle 8 – Remunerate fairly and responsibly

The Company‘s corporate governance policies were in place by the year ended 30 June 2010 and were mainly consistent with the ASX Corporate Governance Council‘s best practice recommendations.

Any director may nominate a person to be considered for appointment as a director of the Company, either as an additional director or as a replacement for a retiring director. Criteria for Board membership rests on Board‘s assessment of the capacity of a nominee to contribute to the Company. Membership of the Board of Directors is reviewed on an on-going basis by the Chairman of the Board.

The terms and conditions relating to the appointment and retirement of directors are determined by the Board on an individual basis at the time of appointment of the director and are reviewed by the Chairman on an on-going basis.

Each director of the Company or a controlled entity has the right to seek independent professional advice at the expense of the Company, however prior approval of the Chairman is required which will not be unreasonably withheld.

The remuneration of executive directors and non-executive directors is reviewed by the Board of directors with the exclusion of the director concerned. The remuneration of other senior executives (of the Company is approved by the Chairman. Directors are not remunerated in accordance with the performance of the Company.

The nomination of external auditors and the review of the adequacy of external audit arrangements is the responsibility of the Board of Directors as a whole.

The Board has established the following standing Committee to assist the Board in the execution of its responsibilities:

• The Audit Committee.

Other committees may from time to time be established by the Board in accordance with the Constitution or to deal with matters of special importance.

In particular the Board also recognises the important function traditionally fulfilled by a Nomination Committee and a Remuneration Committee. To this end, although due to the Company‘s size and operational base, a separately constituted committee of the Board is perceived not to be warranted, nevertheless the Board commits that from time to time (and as necessary) to discretely address the function traditionally addressed by a Nomination Committee and a Remuneration Committee.

ABN 39 078 388 155 39 Soil Sub Technologies

Corporate Governance Statement

Responsibility for establishing and maintaining effective risk management strategies rests with senior management, accountable to the Executive Chairman and the Audit and Risk Management Committee of the Board.

All directors, executives and staff of the Company and of all controlled entities, if any, are required to abide by the legal requirements, the Listing Rules of the Australian Securities Exchange and the highest standards of ethical conduct as recognised in each relevant jurisdiction in which the Company operates and with regard to their personal trading in the securities of the Company including the use of trading windows.

SOIL SUB TECHNOLOGIES ABN 39 078 388 155 40

Additional Information for Shareholders

The following additional information is required by the Australian Securities Exchange in respect of listed public companies only.

1. Shareholding

Shareholding
a. Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over	Number Ordinary Redeemable 450 - 251 - 65 - 83 - 262 -
	1,111 -

• b. The number of shareholdings held in less than marketable parcels is 829.

• c. The names of the substantial shareholders listed in the holding company‘s register as at 26 October 2010 are:

		Number
Shareholder	Ordinary	% Issue Capital
Trident Capital Pty Ltd	23,000,000	6.25
Troca Enterprises Pty Ltd	19,000,000	5.16

d. Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary shares

• Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands.

Redeemable and converting preference shares

• These shares have no voting rights.

• e. 20 Largest Shareholders — Ordinary Shares

Rank	Name Units %of Units
1	TRIDENTCAPITAL PTY LTD 23,000,000 6.25
	TROCA ENTERPRISES PTY LTD A/C> 19,000,000 5.16
2
3	CELTIC CAPITAL PTY LTD 18,350,000 4.99
	MOGGILL GOLF PTY LTD FUND A/C> 10,675,300 2.9
4
	STEYNTON NOMINEES PTY LTD A/C> 10,400,515 2.83
5
6	BTGLOBAL HOLDINGSPTY LTD 9,250,000 2.51
7	JAPA INVESTMENTS (WA)PTY LTD 8,000,000 2.17
	MR MICHAEL FOSTER BLACK + MRS LYNETTE ROBIN BLACK 7,000,000 1.9
8
9	MRS GRACE DE VITA 7,000,000 1.9
10	MSALISONJANE FERRI 6,600,000 1.79
11	LENOIRCAPITAL PTY LTD 5,500,000 1.49
12	GUY T LE PAGE&ASSOCIATESPTY LTD 5,000,000 1.36
13	MRSIAT YOONCHIN 5,000,000 1.36
14	NICSAN INVESTMENTSPTY LTD 4,695,000 1.28
15	CHIN NOMINEESPTY LTD 4,500,000 1.22
	SILKTREE INVESTMENTS PTY LTD S/F A/C> 4,100,000 1.11
16
17	PINEBROOK NOMINEESPTY LTD 4,000,000 1.09

ABN 39 078 388 155 41 Soil Sub Technologies

Additional Information for Shareholders

18	PROFESSIONAL BUSINESS CONSULTANTSPTY LTD 4,000,000 1.09
	MR JOHN DELLA BOSCA A/C> 4,000,000 1.09
19
20	BRIJOHN NOMINEESPTY LTD 4,000,000 1.09
Totals: Top 20 holders of SOIORDINARY FULLY PAID 164,070,815 44.6
Total Remaining Holders Balance 203,842,081 55.4
Total Holders Balance 367,912,896 100

1. The name of the company secretary is Keong Chan.

2. The address of the principal registered office in Australia is 1175 Hay Street, West Perth, WA 6005. Telephone 08 9321 3277.

3. Registers of securities are held at the following addresses

4. WA 1175 Hay Street, West Perth WA 6005

Stock Exchange Listing

Quotation has been granted for all the ordinary shares of the company on all Member Exchanges of the Australian Stock Exchange Limited.

Unquoted Securities

The Company does not have any unquoted securities.

1. Other Disclosures

None.

SOIL SUB TECHNOLOGIES ABN 39 078 388 155 42