POINTERRA LIMITED — Interim / Quarterly Report 2014

Feb 26, 2014

SOIL SUB TECHNOLOGIES LIMITED A.C.N. 078 388 155

Interim Report 31 December 2013

Soil Sub Technologies Limited A.C.N. 078 388 155

Interim Report 31 December 2013

Table of Contents

Corporate Directory ........................................................................................................................... 1 Directors’ Report ................................................................................................................................ 2 Auditor’s Independence Declaration .................................................................................................. 3 Condensed Statement of Profit or Loss and other Comprehensive Income ...................................... 4 Condensed Statement of Financial Position ...................................................................................... 5 Condensed Statement of Changes in Equity ..................................................................................... 6 Condensed Statement of Cash Flows ............................................................................................... 7 Notes to the Condensed Financial Statements .................................................................................. 8 Directors' Declaration....................................................................................................................... 12 Independent Auditor’s Review Report.............................................................................................. 13

Corporate Directory

DIRECTORS

Mr Guy Le Page (Chairman) Mr Keong Chan (Non-Executive Director) Mr Derek Jones (Non-Executive Director) Mr Thomas Alabakis (Non-Executive Director)

COMPANY SECRETARY

Mr Keong Chan

REGISTERED OFFICE

Level 2 6 Kings Park Road West Perth WA 6005

Telephone: (08) 9488 0800 Facsimile: (08) 9488 0899

AUDITORS

Bentleys Level 1 12 Kings Park Road West Perth WA 6005 Telephone: (08) 9226 4500 Facsimile: (08) 9226 4300

STOCK EXCHANGE LISTING

Australian Securities Exchange (Home Exchange: Perth, Western Australia) Code: SOI

SHARE REGISTRY

Advanced Share Registry Services 150 Stirling Highway Nedlands WA 6009 Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871

SOLICITORS

Steinpreis Paganin Level 4, the Read Building 16 Milligan Street Perth WA 6000 Telephone: (08) 9321 4000 Facsimile: (08) 9321 4333

Soil Sub Technologies Limited A.C.N. 078 388 155 1

Directors’ Report

Your directors submit the financial report of the Company for the half-year ended 31 December 2013.

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

NAME OF PERSON	POSITION
Guy Le Page	Director
Simon Mitchell	Non-Executive Director
	(resigned 4 December 2013)
Keong Chan	Non-Executive Director
Derek Jones	Non-Executive Jones
	(appointed 4 December 2013)
Thomas Alabakis	Non-Executive Directors
	(appointed 2 January 2014)
Keong Chan	Company Secretary

Results

The operating loss after income tax for the half year amounted to $434,458 (31 December 2012: $230,448).

Review of Operations

The principal activities of the Company during the year has been investigating the Nutrimix IP, reviewing other soil substitute technologies and assessing other investment opportunities.

Auditor’s Independence Declaration

The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on page 3 for the halfyear ended 31 December 2013.

This report is signed in accordance with a resolution of the Board of Directors.

On behalf of the Board of Directors.

Guy Le Page Director

DATED this 27[th] day of February 2014

Soil Sub Technologies Limited A.C.N. 078 388 155 2

To the Board of Directors

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As lead audit director for the review of the financial statements of Soil Sub Technologies Limited for the half-year ended 31 December 2013, I declare that to the best of my knowledge and belief, there have been no contraventions of:

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• the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

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• any applicable code of professional conduct in relation to the review.

Yours faithfully

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BENTLEYS
Chartered Accountants
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DOUG BELL CA
Director
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DATED at PERTH this 27[th] day of February 2014

Condensed Statement of Profit or Loss and other Comprehensive Income for the half-year ended 31 December 2013

Note Revenue Research and Development refund Depreciation and amortisation expense Directors fees Accounting, audit and administration Consulting and contracting expense Travel and accommodation Compliance and regulatory Research expense Corporate administration fee Other expenses Interest expense Loss before income tax expense Income tax expense Net loss for the year Other comprehensive income Items that will not be reclassified subsequently to profit or loss Items that may be reclassified subsequently to profit or loss Total comprehensive income Basic loss per share (cents per share)	31.12.2013 $ 31.12.2012 $ 764 2,027 - 24,914 (32,191) (34,352) (113,000) (102,000) (11,500) (14,612) (75,039) (27,450) (1,820) (20,658) (42,281) (15,010) (18,000) (28,311) (102,300) - (37,318) (14,996) (1,773) -
	(434,458) (230,448) - -
	(434,458) (230,448) - - - -
	(434,458) (230,448)
	(0.07) (0.05)

The accompanying notes form part of these condensed financial accounts

Soil Sub Technologies Limited A.C.N. 078 388 155 4

Condensed Statement of Financial Position

as at 31 December 2013

Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables Loan Receivable 5 TOTAL CURRENT ASSETS NON CURRENT ASSETS Plant & equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Short-term provisions Financial liability 9 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 6 Option reserve Accumulated losses TOTAL EQUITY	31.12.2013 $ 30.6.2013 $ 125,624 2,027 22,550 6,877 300,301 -
	448,475 8,904
	754 964 532,634 564,615
	533,388 565,579
	981,863 574,483
	15,000 15,000 48,329 42,279 151,773 -
	215,102 57,279
	215,102 57,279
	766,461 517,204
	3,346,379 2,681,580 18,914 - (2,598,832) (2,164,376)
	766,461 517,204

The accompanying notes form part of these condensed financial accounts

Soil Sub Technologies Limited A.C.N. 078 388 155 5

Condensed Statement of Changes in Equity

for the half-year ended 31 December 2013

BALANCE AT 1 JULY 2012 Loss for the year Other comprehensive income Total comprehensive income for the period Transactions with owners directly in equity Issue of Share Capital Capital raising costs SUB-TOTAL BALANCE AT 31 DECEMBER 2012 BALANCE AT 1 JULY 2013 Loss for the year Other comprehensive income Total comprehensive income for the period Transactions with owners directly in equity Share based payments Issue of Share Capital/Application Funds Capital raising costs SUB-TOTAL BALANCE AT 31 DECEMBER 2013	Issued Capital Option Reserves Accumulated Losses Total $ $ $ $
	2,478,864 - (1,677,696) 801,168 - - (230,448) (230,448) - - - -
	- - (230,448) (230,448) 200,000 - - 200,000 - - - -
	2,678,864 - (1,908,144) 770,720
	2,678,864 - (1,908,144) 770,720
	2,681,580 - (2,164,374) 517,206 - - (434,458) (434,458) - - - -
	- - (434,458) (434,458) 40,000 18,914 - 58,914 648,000 - - 648,000 (23,201) - - (23,201)
	3,346,379 18,914 (2,598,832) 766,461
	3,346,379 18,914 (2,598,832) 766,461

The accompanying notes form part of these condensed financial accounts

Soil Sub Technologies Limited A.C.N. 078 388 155 6

Condensed Statement of Cash Flows

for the half-year ended 31 December 2013

CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Interest received Net Cash Used In Operating Activities CASH FLOWS FROM INVESTING ACTIVITIES Advance made to Platinum JV Development Sdn Bhd Net Cash Used In Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Proceeds from the issue of convertible notes Payment of share issue costs Net Cash Provided By Financing Activities Net increase in cash held Cash and Cash Equivalents at beginning of the period Cash and Cash Equivalents at end of the period	31.12.2013 $ 31.12.2012 $ (271,667) (195,306) 463 2,027
	(271,204) (193,279)
	(300,000) -
	(300,000) -
	208,000 200,000 510,000 - (23,199) -
	694,801 200,000
	123,597 6,721 2,027 204,132
	125,624 210,853

The accompanying notes form part of these financial accounts

Soil Sub Technologies Limited A.C.N. 078 388 155 7

Notes to the Condensed Financial Statements

for the half-year ended 31 December 2013

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The financial statements have been prepared on the basis of historical cost, except for the revaluation of certain noncurrent assets and financial instruments. Cost is based on the fair values of the consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the half-year financial report are consistent with those adopted and disclosed in the company’s 2013 annual financial report for the financial year ended 30 June 2013, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

The Company has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current half-year.

New and revised Standards and amendments thereof and Interpretations effective for the current half-year include: AASB 11 ‘Joint Arrangements’ and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’

AASB 12 ‘Disclosure of Interests in Other Entities’ and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’

AASB 128 ‘Investments in Associates and Joint Ventures’ (2011) and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards

AASB 13 ‘Fair Value Measurement’ and AASB 2011-8 ‘Amendments to Australian Accounting Standards arising from AASB 13’

AASB 119 ‘Employee Benefits’ (2011) and AASB 2011-10 ‘Amendments to Australian Accounting Standards arising from AASB 119 (2011)’

AASB 127 ‘Separate Financial Statements’ (2011) and AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the consolidation and Joint Arrangements standards’

AASB 13 ‘Fair Value Measurement’ and AASB 2011-8 ‘Amendments to Australian Accounting Standards arising from AASB 13’

AASB 2012-2 ‘Amendments to Australian Accounting Standards – Disclosures – Offsetting Financial Assets and Financial Liabilities’

AASB 2012-5 ‘Amendments to Australian Accounting Standards arising from Annual Improvements 2009–2011 Cycle’ AASB 2012-10 ‘Amendments to Australian Accounting Standards – Transition Guidance and Other Amendments’

The above standards have extensive disclosure requirements, however these do not effect this half year financial report, other than as disclosed in note 10 financial instruments.

The adoption of the above standards has not had a material impact on this half year financial report.

Going Concern

The half-year financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Company incurred a loss from ordinary activities of $434,458 for the six months ended 31 December 2013 (2012: $230,448).

During the period, the company has raised $718,000 via the issue of convertible notes and issued capital.

Soil Sub Technologies Limited A.C.N. 078 388 155

8

Notes to the Condensed Financial Statements

for the half-year ended 31 December 2013 (continued)

Subsequent to period end, the company has raised $933,000 from the issue of convertible notes and a share placement (refer to note 2).

The directors have prepared a cash flow forecast which indicates that the Company will have sufficient cash flows to meet all its existing commitments and working capital requirements for the 12 month period from the date of signing this financial report. Based on the cash flow forecasts and other factors referred to above, the directors are satisfied that going concern basis of preparation is appropriate.

a) Comparatives

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

NOTE 2. EVENTS AFTER THE BALANCE SHEET DATE

The following securities were issued subsequent to year end:

• 71,250,000 fully paid shares at $0.0032 per share and 77,500,000 free attaching options. $208,000 of the $228,000 funds raised relating to these securities were banked in December 2013 and classified as share applications for unissued shares (refer note 6)

• 90,000,000 fully paid shares and 45,000,000 attaching options for the conversion of 9 convertible notes

• 190,000,000 fully paid shares and 95,000,000 attaching options for the conversion of 19 convertible notes

• $663,000 via the placement of 46,875,000 shares at $0.0032 and 128,250,000 shares at $0.004 and 95,000,000 free attaching options

• 50,000,000 fully paid shares and 25,000,000 attaching options for the conversion of 5 convertible notes

• 10,000,000 fully paid shares and 5,000,000 attaching options for the conversion of 1 convertible note

• 12,500,000 fully paid shares at $0.004 per share

NOTE 3. OPERATING 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.

NOTE 4. CONTINGENT ASSETS AND LIABILITIES

There are no contingent assets and liabilities.

NOTE 5. LOAN RECEIVABLES

	31.12.13	30.6.13
	$	$
Advance made to Platinum JV Development Sdn Bhd	300,301		-

In December 2013, the Company advanced an unsecured short term loan of $300,000 to JV Development Sdn Bhd bearing interest at 10% per annum which is repayable at the earlier of 180 days from the date of the agreement and 5 business day after the date on which Platinum JV Development Sdn Bhd receives a notice to repay the debt by the Company.

Soil Sub Technologies Limited A.C.N. 078 388 155

9

Notes to the Condensed Financial Statements

for the half-year ended 31 December 2013 (continued)

NOTE 6. ISSUED CAPITAL

946,319,434 (June 2013: 543,412,887) Fully paid ordinary shares with no par value (a)Movement in Ordinary shares on issue: At the beginning of the reporting period Shares issued during the period Share applications for unissued shares Capital raising costs At reporting date At the beginning of the reporting period Shares issued during the period – 22 August 2013 – 25 November 2013 At reporting date	31.12.13 $ 30.6.13 $ 3,346,379 2,681,580
	31.12.13 $ 31.06.13 $ 2,681,580 3,153,500 480,000 - 208,000 - (23,201) (471,920)
	3,346,379 2,681,580
	No. 543,412,887 57,906,547 345,000,000 946,319,434

(b) Share options:

As at the end of the period, the following options over unissued ordinary shares were outstanding:

• 67,500,000 options expiring 31 December 2015 at an exercise price of $0.015

• 211,453,269 options expiring 30 November 2015 at an exercise price of $0.005

• 20,000,000 options expiring 30 November 2015 at an exercise price of $0.005

• No options have been exercised between the end of the period and the date of this report.

NOTE 7. SHARE BASED PAYMENTS

The following share-based payments arrangements were issued during the period:

			Fair Value
			at grant date
	Number of		per unit
Grant Date / Entitlement	Instruments	Grant Date	$
Options issued to RM Corporate Finance as per mandate	20,000,000	16/08/2013	0.09
Shares issued to RM Corporate Finance as per mandate	20,000,000	16/08/2013	0.20

NOTE 8. RELATED PARTY TRANSACTION

• During the period, the Company incurred the following transactions with related parties:

• Issue of 20 million Shares and 20 million Options for capital raising services to RM Corporate Finance of which Guy Le Page is a Director

• $21,217 of capital raising fees paid to RM Corporate Finance of which Guy Le Page is a Director

• $22,500 of rent and administrative fees paid to BT Global Holdings Pty Ltd of which Guy Le Page is a Director

Soil Sub Technologies Limited A.C.N. 078 388 155 10

Notes to the Condensed Financial Statements

for the half-year ended 31 December 2013 (continued)

NOTE 9. FINANCIAL LIABILITY

During the period, the Company raised capital via the issue of convertible notes. Each note entitles the holder to convert to one ordinary share at a cost at the lower of $0.001 or 80% of the 5 trading day volume weighted average price of the company’s fully paid ordinary shares. The convertible notes attract interest of 4% until the settlement date. Each note has a face value of $10,000.

During the period, the Company raised $510,000 via the issue of convertible notes. As at period end, $150,000 of convertible notes remains unconverted.

Convertible notes not converted to shares Interest payable Total Financial Liability	$ 150,000 1,773
	151,773

NOTE 10. FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of trade and other receivables, trade and other payables, loan receivables and convertible notes. These financial instruments are measured at amortised cost, less any provision for non-recovery. The carrying amounts of the financial assets and liabilities approximate their fair value.

Soil Sub Technologies Limited A.C.N. 078 388 155 11

Directors' Declaration

The directors of the company declare that:

1. The financial statements and notes, as set out on pages 8 to 11, are in accordance with the Corporations Act 2001, including:

2. (a) complying with Accounting Standard AASB 134: Interim Financial Reporting; and

3. (b) giving a true and fair view of the company’s financial position as at 31 December 2013 and of the performance for the half-year ended on that date.

4. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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

Guy Le Page Director

DATED at PERTH this 27[th] day of February 2014

Soil Sub Technologies Limited A.C.N. 078 388 155

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We have reviewed the accompanying half-year financial report of Soil Sub Technologies Limited (“the Company”) which comprises the condensed statement of financial position as at 31 December 2013, the condensed statement of profit or loss and other comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other selected explanatory information and the directors’ declaration.

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

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Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Company’s financial position as at 31 December 2013 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of the Company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

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In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .

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As disclosed in the financial statements, the Company has recorded intangible assets related to Licences, Patents and capitalised development costs with a carrying value of $532,634, which relates to the Company’s Nutrimix products. The reasonableness of the carrying value of intangibles is 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. However, at the date of this report the eventual outcome of these events remains uncertain. As such, we have not been able to obtain sufficient evidence to support the Company’s assessment of the carrying value of these assets.

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With the exception of the matter described in the preceding paragraph, based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Soil Sub Technologies Limited is not in accordance with the Corporations Act 2001 including:

• a. giving a true and fair view of the Company’s financial position as at 31 December 2013 and of its performance for the half-year ended on that date; and

• b. complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001 .

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BENTLEYS DOUG BELL CA Chartered Accountants Director

DATED at PERTH this 27[th] day of February 2014