POINTERRA LIMITED — Annual Report 2011

Sep 21, 2011

Soil Sub Technologies Limited ABN 39 078 388 155

Annual Report For the year ended 30 June 2011

Soil Sub Technologies Limited

ABN 39 078 388 155

Annual Report 2011

Table of Contents

Directors’ Report ...............................................................................................................................................................1 Auditor’s Independence Declaration ...........................................................................................................................7 Statement of Comprehensive Income .........................................................................................................................8 Statement of Financial Position ......................................................................................................................................9 Statement of Changes in Equity ..................................................................................................................................10 Statement of Cash Flows ...............................................................................................................................................11 Notes to the Financial Statements ...............................................................................................................................12 Directors’ Declaration ....................................................................................................................................................30 Independent Auditor's Report ......................................................................................................................................31 Corporate Governance Statement .............................................................................................................................33 Additional Information for Shareholders ....................................................................................................................35

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 2011.

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
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 18,250,000 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 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

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Directors’ Report

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 Mr. Guy T. Le Page

Mr. Simon Mitchell

Mr. Keong Chan

Company

Period of directorship

Tasman Resources NL 2 June 2001 – current Eden Energy Limited 3 February 2006 – current Palace Resources Ltd 7 August 2009 – current Red Sky Energy Limited 18 February 2009 – current Fission Energy Limited 15 May 2009 – current 3D Resources Limited 2 December 2008 – 25 February 2009 - No other directorships AAQ Holdings Limited 8 October 2010 – current Acuvax Limited 19 November 2010 - current

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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
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 is:

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 Company has been actively assessing the Nutrimix and soil substitute technologies as its principal activity.

Operating Results

The loss for the financial year after providing for income tax amounted to $777,778 (2010: $5,524,380 profit).

Review of Operations

The Company’s consultants have been trialling raw inputs to ascertain the composting time frame required to produce soil supplements, potting mixes and potentially a low cost organic fertiliser as part of the newly developed range of Nutrimix products.

Some 24 treatments have been established using the organic waste material from several agricultural industries and based on analysis of nutrients, combinations of these wastes form the basis of the materials tested during the trials.

The initial visual changes observed by the testing team appear to be very encouraging as the compost treatments are rolled over to accelerate the breakdown of raw material into a finer component.

The waste materials chosen for these trials are those that are readily available adjacent to all major rural centres around Australia to enable any future manufacturing facility to be established close to source supply thereby minimising freight. This selective and simple approach to logistics will enhance the potential future manufacturing and sale of Nutrimix products and improve the potential franchising/ licensing opportunities in these centres.

During the trials special additives are also being used to augment some treatments to ascertain the changes in nutrient values when developing a product to meet the needs of different soil types.

The Company is also assessing the application of IEM (waste to clean food) waste technologies using alternative sub strait material for Nutrimix and will inform the market further as this progresses.

Dividends Paid or Recommended

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

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Directors’ Report

Financial Position

With regards to the financial position of the company, the net assets of the company have decreased from $1,686,638 to $908,860.

Future Developments

The Company will continue to trial and assess the raw inputs towards the development of marketable soil substitute/supplement products.

Environmental Issues

The directors have considered the 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 $8,714.

• No indemnity has been paid to auditors.

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 2011.

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.

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Directors’ Report

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.

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 2011 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.

Details of remuneration for the year ended 30 June 2011

2011

Key Management Personnel 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* $ $ $ $ $ $ $ $ $ % % 56,000 - - 109,800 - - - - 165,800 - - 36,000 - - - - - - - 36,000 - - 42,000 - - - - - - - 42,000 - - 134,000 - - 109,800 - - - - 243,800 - -

• Payments to Sabre Power Management, a company which Mr. T. Le Page is a director, was for the company’s corporate overhead and associated running costs.

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Directors’ Report

Details of remuneration for the year ended 30 June 2010

2010

Key Management Personnel 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 - - - - 108,300 - - 18,000 - - - - - - - 18,000 - - 38,000 - - - - - - - 38,000 - - 80,000 - - 84,300 - - - - 164,300 - -

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

Options and rights granted

There have been no options or right granted to directors for the year ending 30 June 2011.

Subsequent Events

Subsequent to year end the Company completed a capital raising for the amount of $337,000 via the placement of 67,500,000 fully paid ordinary shares. In addition, a decision was made to terminate the option over the Tasinifu Manganese Project.

Except for the above, 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.

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 2011 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.

GUY T. LE PAGE Director

DATED at PERTH this 22[th] day of September 2011

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Auditor’s Independence Declaration

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Statement of Comprehensive Income

for the year ended 30 June 2011

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 Administrators expense Travel and accommodation Compliance and regulatory Payment to Creditors’ Trust Other expenses from ordinary activities Profit/ (Loss) before income tax expense Income tax expense 4 Net profit/ (loss) for the year Other comprehensive income Total comprehensive income Earnings per share Basic earnings / (loss) per share 13	2011 $ 2010 $ 31,236 9,801 1,538 7,184,480 - (564,898) (25,000) (25,000) - - (134,000) (84,700) (28,950) (51,650) (283,633) (38,500) - (265,708) (23,148) - (36,479) (54,607) - (515,000) (279,342) (69,838)
	(777,778) 5,524,380 - -
	(777,778) 5,524,380 - -
	(777,778) 5,524,380
	(0.002) 0.06

The accompanying notes form part of these financial accounts

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Statement of Financial Position

as at 30 June 2011

Note CURRENT ASSETS Cash and cash equivalents 7 Trade and other receivables 8 TOTAL CURRENT ASSETS NON CURRENT ASSETS Intangible assets 9 TOTAL NON CURRENT ASSETS TOTAL ASSETS	2011 $ 2010 $ 783,303 1,447,308 31,450 20,080
	814,753 1,467,388
	225,000 250,000
	225,000 250,000
	1,039,753 1,717,388
CURRENT LIABILITIES Trade and other payables 10 Short–term provisions 12 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS	112,646 30,750 18,247 -
	130,893 30,750
	130,893 30,750
	908,860 1,686,638
EQUITY Issued capital 14 Accumulated losses TOTAL EQUITY	2,162,119 2,162,119 (1,253,259) (475,481)
	908,860 1,686,638

The accompanying notes form part of these financial accounts

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Statement of Changes in Equity

for the year ended 30 June 2011

Statement of Changes in Equity for theyear ended 30 June 2011
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 $
	28,684,679 (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
Company BALANCE AT 1 JULY 2010 Loss for the year Other comprehensive income Total comprehensive income for the year Transactions with owners, directly in equity Other transactions BALANCE AT 30 JUNE 2011	2,162,119 (475,481) 1,686,638
	- (777,778) (777,778) - - -
	- (777,778) (777,778) - - -
	2,162,119 (1,253,259) 908,860

The accompanying notes form part of these financial accounts

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Statement of Cash Flows

for the year ended 30 June 2011

Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Payments to creditor trust Interest received Net Cash Used In Operating Activities 18(b) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares 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 financialyear 18(a)	2011 $ 2010 $ (705,241) (209,933) - (515,000) 31,236 9,801
	(674,005) (715,132)
	- 2,600,000 10,000 241,749 - (241,749) - (437,881)
	10,000 2,162,119
	(664,005) 1,446,987 1,447,308 321
	783,303 1,447,308

The accompanying notes form part of these financial accounts

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Notes to the Financial Statements

for the year ended 30 June 2011

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.

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.

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.

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Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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;

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Notes to the Financial Statements for the year ended 30 June 2011

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

• 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).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.

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Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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.

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Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

A summary of the policies applied to the Company’s intangible assets is as follows:

Patents and trademarks	Patents and trademarks
Useful lives	12 – 20 years
Method used	Amortised over the term of the patent and revalued to fair value where deemed appropriate
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.

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).

ABN 39 078 388 155 16 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 1:STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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. 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.

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 Company has recorded intangible assets related to Licences and Patents with a carrying value of $225,000 which relates to the Company’s Nutrimix products which can be used as a soil substitute. The reasonableness of the carrying value of intangibles is intrinsically linked to the continued operation of the Company into the future and primarily dependent on the economic benefits associated with these assets being realised. Should the Company be able to successfully commercialise this product and derive a sufficient level of income, then the carrying value of the asset may be supported.

The financial report was authorised for issue on 22nd of September 2011 by the board of directors.

ABN 39 078 388 155 17 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

		2011	2010
		$	$
NOTE 2. REVENUE
Other Revenue
–	Interest Received	31,236	9,801
Total Revenue		31,236	9,801
Other Income
–	Additional refund received from Australian Taxation Office	1,538	-
–	Debt forgiveness pursuant to settlement of a Deed of Company Arrangement
	(“DOCA”)	-	7,184,480
Total Other Income		1,538	7,184,480
NOTE 3. LOSS BEFORE INCOME TAX
The	operating profit before income tax has been determined after:
Finance costs
–	External	-	564,898
Total Finance Costs		-	564,898
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
NOTE 4. INCOME TAX EXPENSE
(a)	The components of tax expense comprise:
	Current	-	-
	Deferred	-	-
		-	-
(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% (2010: 30%)	(233,333)	1,657,314
	Add:
	Tax effect of expenses that are not deductible in determining taxable profit		12,307
	Less:
	Tax effect of expenses that are deductible in determining taxable profit but
	excluded from accounting profit	-	(27,309)
	Tax effect of debt forgiveness	-	(1,720,459)
	Deferred tax assets not brought to account	233,333	78,147
		-	-
	Weighted average effective tax rate	Nil%	Nil%

ABN 39 078 388 155 18 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

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	2011 $ 2010 $ 19,650 29,250 - 15,000 - 17,000
	19,650 61,250

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 2011.

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:

					2011	2010
					$	$
Short-term employee benefits					134,000	146,000
					134,000	146,000
(a) Number of Shares Held by Key Management Personnel – 30 June 2011
Key Management	Balance		Granted as remuneration	Issued on exercise of	Other changes	Balance
Person	**at beginning of **	year	during year	options during year	during the year	at end of year
Guy T. Le Page		-	-	-	18,250,000	18,250,000
Simon Mitchell		-	-	-	-	-
Keong Chan		-	-	-	2,000,000	2,000,000
		-	-	-	20,250,000	20,250,000

(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 2011 and 2010.

NOTE 7. CASH AND CASH EQUIVALENTS

NOTE 7. CASH AND CASH EQUIVALENTS Cash at bank NOTE 8. TRADE AND OTHER RECEIVABLES CURRENT Other debtors	2011 $ 2010 $ 783,303 1,447,308
	31,450 20,080
	31,450 20,080

ABN 39 078 388 155 19 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 9. Intangible Assets

Note Reporting period ended 30 June 2010: At 1 July 2009 net of accumulated amortisation Additions Amortisation 3 At 30 June 2010 net accumulated amortisation Reporting period ended 30 June 2011: At 1 July 2010 net of accumulated amortisation Additions Amortisation 3 At 30 June 2011 net accumulated amortisation	Patents & Licences $ Total $
	275,000 275,000 - - (25,000) (25,000)
	250,000 250,000
	250,000 250,000 - - (25,000) (25,000)
	225,000 225,000

Impairment Disclosures

The Company has recorded intangible assets related to Licences and Patents with a carrying value of $225,000 which relates to the Company’s Nutrimix products which can be used as a soil substitute. The reasonableness of the carrying value of intangibles is intrinsically linked to the continued operation of the Company into the future and primarily dependent on the economic benefits associated with these assets being realised. Should the Company be able to successfully commercialise this product and derive a sufficient level of income, then the carrying value of the asset may be supported.

NOTE 10. TRADE AND OTHER PAYABLES CURRENT Unsecured Liabilities: Trade Payables Sundry creditors and accrued expense Amounts payable to: Director related entities	2011 $ 2010 $ 89,296 23,350 - 26,750 - 4,000
	112,646 30,750

ABN 39 078 388 155 20 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 11. TAX (a) Liabilities CURRENT Income tax NON-CURRENT Deferred tax liability comprises: Opening Balance 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 i. 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 2011 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:	2011 $ 2010 $ - -
	- - - 75,000 - (75,000)
	- -
	- 78,147 - 116,362 - (194,509)
	- -
	987,621 260,490

• 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.

NOTE 12. PROVISIONS

CURRENT Employee Entitlements NOTE 13. 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	18,247 - 18,247 - (777,778) 5,524,380
	No. No. 367,912,887 91,474,531

ABN 39 078 388 155 21 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 14. ISSUED CAPITAL 367,912,887 (2010: 367,912,887) Fully paid ordinary shares with no par value (a) Ordinary shares: At the beginning of the reporting period Shares issued during the year – 31 March 2010 – 20 April 2010 Shares consolidated during the year – 26 February 2010 At reporting date	2011 $ 2010 $ 2,600,000 2,600,000
	No. No. 367,912,887 89,564,434 - 100,000,000 - 250,000,000 - (71,651,547)
	367,912,887 367,912,887

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 Company at 30 June 2011 and 30 June 2010 are as follows:

Working Capital:	2011 2010 $ $
Cash and cash equivalents Trade and other receivables Trade and other payables Working capital position	783,303 1,447,308 31,450 20,080 (112,646) (30,750)
	702,107 1,436,638

NOTE 15. CAPITAL AND LEASING COMMITMENTS

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

NOTE 16. CONTINGENT LIABILITIES AND ASSETS

There are no contingent assets or liabilities.

ABN 39 078 388 155 22 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 17. 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 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.

ABN 39 078 388 155 23 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 18. 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 (loss) after income tax Non-cash flows in profit from ordinary activities Depreciation and amortisation Capitalised Interest 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 provisions	2011 $ 2010 $ 783,303 1,447,308
	783,303 1,447,308
	(777,778) 5,524,380 25,000 25,000 - 581,828 - 80,959 - (6,363,232) (21,372) (19,549) 81,898 (536,153) 18,247 (8,365)
	(674,005) 715,132

NOTE 19. SHARE BASED PAYMENTS

There have been no such share based payments for the year ended 2010 and 2011.

NOTE 20. EVENTS AFTER THE BALANCE SHEET DATE

Subsequent to year end the Company completed a capital raising for the amount of $337,000 via the placement of 67,500,000 fully paid ordinary shares. In addition, a decision was made to terminate the option over the Tasinifu Manganese Project.

Except for the above, 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.

NOTE 21. 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 2011.

ABN 39 078 388 155 24 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 21. FINANCIAL INSTRUMENTS (Continued)

• 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.

	2011	2010
	$	$
Cash and cash equivalents
— AA Rated	783,303	1,447,308

ABN 39 078 388 155 25 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 21. 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	Floating Interest Rate 2011 $ 2010 $ 783,303 1,447,308 - -	Fixed Inte Within 1 Year 2011 $ 2010 $ - - - -	rest Rate Non-interest Bearing T 1 to 5 Years 2011 $ 2010 $ 2011 $ 2010 $ 2011 $ - - - - 783,303 - - 31,450 20,080 -	otal Weighted Average Effective Interest Rate 2010 $ 2011 % 2010 % 1,447,308 2.75 2.5 - N/A N/A 1,447,308
	783,303 1,447,308	- -	- - 31,450 20,080 783,303
Financial Liabilities: Trade and other payables Total Financial Liabilities	- -	- -	- - 130,893 30,750 -	- N/A N/A -
	- -	- -	- - 130,893 30,750 -

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	2011 2010 Carrying Amount $ Net Fair Value $ Carrying Amount $ Net Fair Value $ 783,303 783,303 1,447,308 1,447,308 31,450 31,450 20,080 20,080
	814,753 814,753 1,467,388 1,467,388
	130,893 130,893 30,750 30,750
	130,893 130,893 30,750 30,750

NOTE 22. 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 26 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 23. 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 2011 June 2010	Sales to related parties Purchases from related parties Amounts owed by related parties Amounts owed to related parties $ $ $ $
	- 109,800 - - - 84,300 - -

Purchases made from related parties are paid to Sabre Power Systems, a company which Mr. T Le Page is a director ($109,800).

NOTE 24. 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 and which the company has decided not to early adopt. A discussion of those future requirements and their impact on the company is as follows:

• AASB 9: Financial Instruments (December 2010) (applicable for annual reporting periods commencing on or after 1 January 2013).

• This Standard is applicable retrospectively and includes revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments. The Company has not yet determined any potential impact on the financial statements.

The key 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;

• requiring financial assets to be reclassified 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; and

• requiring an entity that chooses to measure a financial liability at fair value to present the portion of the change in its fair value due to changes in the entity’s own credit risk in other comprehensive income, except when that would create an accounting mismatch. If such a mismatch would be created or enlarged, the entity is required to present all changes in fair value (including the effects of changes in the credit risk of the liability) in profit or loss.

ABN 39 078 388 155 27 Soil Sub Technologies

Notes to the Financial Statements for the year ended 30 June 2011

NOTE 24. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (Continued)

• AASB 1053: Application of Tiers of Australian Accounting Standards and AASB 2010–2: Amendments to Australian Accounting Standards arising from Reduced Disclosure Requirements [AASB 1, 2, 3, 5, 7, 8, 101, 102, 107, 108, 110, 111, 112, 116, 117, 119, 121, 123, 124, 127, 128, 131, 133, 134, 136, 137, 138, 140, 141, 1050 & 1052 and Interpretations 2, 4, 5, 15, 17, 127, 129 & 1052] (applicable for annual reporting periods commencing on or after 1 July 2013).

AASB 1053 establishes a revised differential financial reporting framework consisting of two tiers of financial reporting requirements for those entities preparing general purpose financial statements:

• Tier 1: Australian Accounting Standards; and

• Tier 2: Australian Accounting Standards – Reduced Disclosure Requirements.

Tier 2 of the framework comprises the recognition, measurement and presentation requirements of Tier 1, but contains significantly fewer disclosure requirements.

The following entities are required to apply Tier 1 reporting requirements (ie full IFRS):

• for-profit private sector entities that have public accountability; and

• the Australian Government and state, territory and local governments.

Since the Company is a for-profit private sector entity that has public accountability, it does not qualify for the reduced disclosure requirements for Tier 2 entities.

AASB 2010–2 makes amendments to Australian Accounting Standards and Interpretations to give effect to the reduced disclosure requirements for Tier 2 entities. It achieves this by specifying the disclosure paragraphs that a Tier 2 entity need not comply with as well as adding specific “RDR” disclosures.

• 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 IFRSs 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. The amendments are not expected to impact the company.

• AASB 2010–4: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 1, AASB 7, AASB 101 & AASB 134 and Interpretation 13] (applicable for annual reporting periods commencing on or after 1 January 2011).

This Standard details numerous non-urgent but necessary changes to Accounting Standards arising from the IASB’s annual improvements project. Key changes include:

• clarifying the application of AASB 108 prior to an entity’s first Australian-Accounting-Standards financial statements;

• adding an explicit statement to AASB 7 that qualitative disclosures should be made in the context of the quantitative disclosures to better enable users to evaluate an entity’s exposure to risks arising from financial instruments;

• amending AASB 101 to the effect that disaggregation of changes in each component of equity arising from transactions recognised in other comprehensive income is required to be presented, but is permitted to be presented in the statement of changes in equity or in the notes;

• adding a number of examples to the list of events or transactions that require disclosure under AASB 134; and

• making sundry editorial amendments to various Standards and Interpretations.

This Standard is not expected to impact the company.

ABN 39 078 388 155 28 Soil Sub Technologies

Notes to the Financial Statements

for the year ended 30 June 2011

NOTE 24. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS (Continued)

• AASB 2010–5: Amendments to Australian Accounting Standards [AASB 1, 3, 4, 5, 101, 107, 112, 118, 119, 121, 132, 133, 134, 137, 139, 140, 1023 & 1038 and Interpretations 112, 115, 127, 132 & 1042] (applicable for annual reporting periods beginning on or after 1 January 2011).

This Standard makes numerous editorial amendments to a range of Australian Accounting Standards and Interpretations, including amendments to reflect changes made to the text of IFRSs by the IASB. However, these editorial amendments have no major impact on the requirements of the respective amended pronouncements.

• AASB 2010–6: Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets [AASB 1 & AASB 7] (applicable for annual reporting periods beginning on or after 1 July 2011).

This Standard adds and amends disclosure requirements about transfers of financial assets, especially those in respect of the nature of the financial assets involved and the risks associated with them. Accordingly, this Standard makes amendments to AASB 1: First-time Adoption of Australian Accounting Standards, and AASB 7: Financial Instruments: Disclosures, establishing additional disclosure requirements in relation to transfers of financial assets.

This Standard is not expected to impact the company.

• AASB 2010–7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 120, 121, 127, 128, 131, 132, 136, 137, 139, 1023 & 1038 and Interpretations 2, 5, 10, 12, 19 & 127] (applies to periods beginning on or after 1 January 2013).

This Standard makes amendments to a range of Australian Accounting Standards and Interpretations as a consequence of the issuance of AASB 9: Financial Instruments in December 2010. Accordingly, these amendments will only apply when the entity adopts AASB 9.

• As noted above, the Company has not yet determined any potential impact on the financial statements from adopting AASB 9.

• AASB 2010–8: Amendments to Australian Accounting Standards – Deferred Tax: Recovery of Underlying Assets [AASB 112] (applies to periods beginning on or after 1 January 2012).

This Standard makes amendments to AASB 112: Income Taxes.

The amendments brought in by this Standard introduce a more practical approach for measuring deferred tax liabilities and deferred tax assets when investment property is measured using the fair value model under AASB 140: Investment Property.

Under the current AASB 112, the measurement of deferred tax liabilities and deferred tax assets depends on whether an entity expects to recover an asset by using it or by selling it. The amendments introduce a presumption that an investment property is recovered entirely through sale. This presumption is rebutted if the investment property is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale.

The amendments brought in by this Standard also incorporate Interpretation 121 into AASB 112.

The amendments are not expected to impact the company.

ABN 39 078 388 155 29 Soil Sub Technologies

Directors’ Declaration

The directors of the company declare that;

1. The financial statements set out on pages 9 to 29 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 2011 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; and

9. 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.

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Guy T. Le Page Director

DATED at PERTH this 22[th] day of September 2011

ABN 39 078 388 155 30 Soil Sub Technologies

Independent Auditor's Report

SOIL SUB TECHNOLOGIES ABN 39 078 388 155 31

Independent Auditor’s Report

SOIL SUB TECHNOLOGIES ABN 39 078 388 155 32

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.

ABN 39 078 388 155 33 Soil Sub Technologies

Corporate Governance Statement

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.

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

34

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 447 - 241 - 63 - 97 - 244 -
	1,092 -

• b. The number of shareholdings held in less than marketable parcels is 837.

• c. The names of the substantial shareholders listed in the holding company’s register as at 19 September 2011 are:

		Number
Shareholder	Ordinary	% Issue Capital
Perigee Capital Pty Ltd	28,064,403	7.63
Trident Capital Pty Ltd	23,000,000	6.25

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
1	PERIGEE CAPITAL PTY LTD 28,064,403
2	GROUP # 889001 27,500,000
.	TAYCOL NOMINEES PTY LTD 27,500,000
3	TRIDENT CAPITAL PTY LTD 23,000,000
4	CELTIC CAPITAL PTY LTD 17,750,000
5	JAPA INVESTMENTS (WA) PTY LTD 14,094,645
6	BT GLOBAL HOLDINGS PTY LTD 13,250,000
7	MR MICHAEL FOSTER BLACK + MRS LYNETTE ROBIN BLACK 11,575,000
8	STEYNTON NOMINEES PTY LTD 10,400,515
9	6466 INVESTMENTS PTY LTD 6,875,000
10	CHANCERY HOLDINGS PTY LTD A/C> 5,578,606
11	AROTINCO RESOURCES PTY LTD 5,200,000
12	GUY T LE PAGE & ASSOCIATES PTY LTD 5,000,000
13	MR SIAT YOON CHIN 5,000,000
14	MOGGILL GOLF PTY LTD 4,775,300
15	LENOIR CAPITAL PTY LTD 4,500,000
16	CHIN NOMINEES PTY LTD 4,500,000
17	GROUP # 647070 4,177,050
.	CITICORP NOMINEES PTY LIMITED 4,177,050

ABN 39 078 388 155 35 Soil Sub Technologies

Additional Information for Shareholders

18 SILKTREE INVESTMENTS PTY LTD	4,100,000
19 PINEBROOK NOMINEES PTY LTD	4,000,000
20 PROFESSIONAL BUSINESS CONSULTANTS PTY LTD	4,000,000
Totals: Top 20 holders of SOI ORDINARY FULLY PAID	203,340,519
Total Remaining Holders Balance	219,572,377
Total Holders Balance	422,912,896

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

5. 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.

6. Unquoted Securities

The Company does not have any unquoted securities.

1. Other Disclosures

None.

SOIL SUB TECHNOLOGIES ABN 39 078 388 155 36