RAIDEN RESOURCES LIMITED — Annual Report 2003

Sep 29, 2003

MEDICAL MONITORS LIMITED ACN 009 161 522

ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2003

COMPANY PARTICULARS

DIRECTORS

Dr Jerome Goldberg (Chairman) Mr John Genner Mr Harry Platt Dr Allan Shell

COMPANY SECRETARY

Geoffrey A. Rann

REGISTERED OFFICE

Suite 407 Office Tower Westfield Eastgardens 152 Bunnerong Road EASTGARDENS NSW 2036

ADMINISTRATION OFFICE

Suite 407 Office Tower Westfield Eastgardens 152 Bunnerong Road EASTGARDENS NSW 2036

AUDITORS

KPMG The KPMG Centre 45 Clarence Street SYDNEY NSW 2000

BANKERS

Westpac Banking Corporation 1 O'Connell Street SYDNEY NSW 2000

SHARE REGISTRY

Computershare Investor Services Pty Limited Level 2 45 St Georges Terrace PERTH WA 6000

HOME EXCHANGE

Australian Stock Exchange Ltd Exchange Plaza 2 The Esplanade PERTH WA 6000

SOLICITORS

Commercial & Technology Law 159 Moverly Road South Coogee SYDNEY NSW 2034

CHAIRMAN AND MANAGING DIRECTOR'S REPORT

The past year has been a landmark year with several major commercialisation milestones achieved. The Company has completed a number of significant sales with major international pharmaceutical companies, in Australia, the USA and the UK, for its unique range of home based monitoring products and services.

The Company has also invested significant resources in the overseas markets in order to establish relationships with the key medical opinion leaders and clinical researchers. These have led to the BPfone™ being recognised as a superior tool for conducting clinical trial programs, several of which are now being commenced in the UK and USA.

Australian Activities

The Australian market has experienced growth in several areas. Firstly, several large sales of BPfones to the pharmaceutical industry have been concluded. These companies are distributing BPfones to General Practitioners nationwide. The BPfone is now well established among Australian GPs, with over 8,000 patients having had their blood pressure monitored through the service over the last year.

The successful implementation of the BPfone programs with the pharmaceutical companies has resulted in their ongoing commitment to the monitoring program. This will result in further sales of BPfones as these services are expanded.

The service contracts with the pharmaceutical companies require renewal annually. This year saw the Company's first renewal for another year of monitoring service. This underlines a commitment from the pharmaceutical company to an ongoing program. Further renewals are expected in the coming year from the other contracts.

Another key achievement was an endorsement by the Royal Australian College of General Practitioners (RACGP), recognising the clinical usefulness of the BPfone program. This endorsement allows the Company to provide specific educational programs for GPs about blood pressure management. Australia's 23,000 GPs are required to participate in continuing medical education to remain abreast of current medical knowledge and to comply with professional registration.

The Company generated interest in the medical community with the release of a retrospective survey measuring the effectiveness of blood pressure treatment. It was found that only 25% of patients taking blood pressure therapy achieved normal blood pressures. This finding surprised many participating doctors, emphasising the need for the BPfone program for accurate long-term blood pressure monitoring.

United States

The US market is the largest in the world for blood pressure and the Company has achieved a number of key goals towards establishing a presence there. We are pursuing several market segments, each of which have the potential to establish the BPfone service as a leading provider of blood pressure monitoring. These market segments are clinical trials, pharmaceutical companies and home healthcare.

The BPfone was chosen to be the cornerstone of a major US clinical trial of a new class of blood pressure medication. The BPfone was chosen for its ability to accurately measure blood pressure and transmit the measurements over a standard telephone. This dramatically reduces the cost of conducting a trial and therefore allows the study to include many more patients. This current trial will involve 10,000 patients, each of whom will require their own BPfone. The first phase of the study involves refining the protocol and procedure and is now well under way. The major phase of the trial is expected to commence in the $1^st$ quarter of 2004.

The clinical trials segment is an exciting area and one which the Company views as a major priority. The US pharmaceutical industry spends more than US\$165 million each year on blood pressure trials alone. It is estimated that there are currently 31 drugs in the development pipeline for blood pressure.

In the pharmaceutical company market segment, relationships with the major companies have been established and are now progressing to refining proposals. These proposals encompass the provision of nationwide clinical and marketing programs designed to be implemented by their large sales forces. This mode of marketing is increasingly successful and the BPfone

service is well positioned to take advantage of the budgeted expenditure of such programs. A number of these programs are anticipated to be launched by the middle of 2004.

Our partners at TSI, in Chicago, have introduced Medical Monitors products and services to a number of major healthcare providers in the USA. Typically, these companies provide health care and risk reduction programs for health insurance companies (HMOs) and large employer groups. It is anticipated that Medical Monitors' blood pressure monitoring products and services can offer significant enhancements to this segment.

Enhancing the Company's market offering in the home healthcare segment, is the PER heart monitor. The PER heart monitor received clearance from the US Food and Drug Administration (FDA) for marketing and sales. The Company is looking to establish a heart monitoring service similar to that currently operating as the HEARTLINE ^* Monitoring Service in Australia.

United Kingdom

The Company recently announced the appointment of Prof. Bryan Williams in the UK, as medical advisor to Medical Monitors Limited. Prof. Williams is a distinguished international medical expert on blood pressure management, is the current President of the British Hypertension Society and a member of the European Society for Hypertension and is involved in research with the international pharmaceutical industry. Prof. Williams' appointment is another indication of the recognition that the Company is receiving from the international medical community, particularly for its BPfone^TM blood pressure monitoring system.

Subsequent to this announcement, the Company has joined with Prof. Williams to launch the world's largest hypertension management program. It is intended that more than 50,000 patients will be monitored and treated over the first 18 months. This program will identify the most effective medications for each patient and enable doctors to better manage their patients with high blood pressure. It is estimated that about 12 million people suffer from high blood pressure in the UK, yet only 9% of those taking treatment achieve normal blood pressure.

Leading pharmaceutical companies were approached to sponsor the program and several are now finalising their commitment to developing a long term relationship with the service and the potential to expand the service to other key European markets.

Revenue and Expenses

Overall revenue from ordinary activities was up by 164%, and losses down by 18%, when compared to the previous year. As announced to the market, a number of large scale projects, with top tier pharmaceutical companies in the UK and USA, are expected to provide for ongoing and significant sales revenue in FY 2003/2004.

Operating expenses have been markedly reduced in the USA in relocating the wholly owned subsidiary Wellness Monitoring to San Jose, and with the consolidation of staffing levels, wages and general expenses. Other monitoring service partners, such as Telesalute in Italy, have utilised local infrastructure arrangements to reduce costs.

Manufacturing agreement of BPfone^TM with European leader Bosch+Sohn

Medical Monitors has maintained its good working relationship with Bosch+Sohn (Boso), a leading European blood pressure instrumentation manufacturer and distributor, to produce the BPfone^TM monitors in commercial quantities for the global market.

The Boso brand enjoys a very high level of recognition for its competence in blood pressure instrumentation, and it is anticipated that Boso will provide monitoring services in Germany, Switzerland and Austria, as well as a distribution channel for the BPfone™ monitor to the rest of Europe.

Shareholder Share Placement Scheme and Private Placement Activities

The successful completion of the Shareholder Share Placement Scheme, in September 2002, and a private placement following approval at the AGM in November, 2002, provided the Company with funds in excess of \$860,000.

As well, the Company highlighted the need for additional working capital for investment in BPfone production and infrastructure, in particular, and to support the successful international roll out of product and services across a number of markets. As a subsequent event, the Company completed a capital raising of more than \$1.3 million, in August 2003, for those working capital and infrastructure requirements.

Importantly, these transactions confirm shareholder and stock market support for the Company's current and future anticipated activities; and, they provide ongoing support for the opportunities that have been created by the Company's unique products and services in Australia and overseas.

Sale of Mining Tenements

As previously stated, final settlement of the remaining mining tenements is expected by end November 2003.

Future Market Opportunities

The Company remains focused on a number of opportunities, particularly within the growing home healthcare sector of North America. We are already established as a significant player in the medical diagnostic services business, and are recognised world-wide by the healthcare profession and the pharmaceutical industry for our leading edge products and services.

As planned, international blood pressure monitoring services are established and operational in the USA, the UK, and more recently in Italy and Malaysia. Revenues from these monitoring services are expected to grow significantly over the coming year.

Finally, we thank the shareholders for their continued support and the Company's employees for their significant input during the year. We believe that the future will consolidate the opportunities that have been created and provide for substantial revenues and sustainable profits.

Yours sincerely

Dr Jerome Goldberg Chairman

Dr Allan Shell Managing Director

DIRECTORS' REPORT

Your Directors submit herewith their report on the consolidated accounts for the year ended 30 June 2003 and the auditors report thereon.

$\mathbf{L}$ DIRECTORS

The following persons held office as Directors of Medical Monitors Limited ("the Company") at any time during or since the end of the financial year:

Dr Jerome Goldberg (Chairman) Mr John Genner Mr Harry Platt Dr Allan Shell

$\overline{2}$ . PRINCIPAL ACTIVITIES

The principal activity of the consolidated entity is the provision of diagnostic medical services.

Medical Monitors has designed, and is marketing worldwide, a number of unique products and services for monitoring of blood pressure and heart conditions. It is the only provider of an Australia-wide home based, transtelephonic, cardiac monitoring service.

$\overline{3}$ . RESULTS

The consolidated loss for the financial year after provision for income tax attributable to members of the consolidated entity was \$3,052,202, down 18% from the 2002 loss of \$3,741,005.

During the year, the Company has:

• $\Omega$ undertaken significant cost reduction in the activities of the USA subsidiary
• $(ii)$ finalised the sale and disposal of mining assets and the related tenements
• $(iii)$ increased sales revenue in Australia and overseas markets, and
• $(iv)$ amortised the goodwill and reviewed the carrying value of the Intellectual Property (IP).

DIVIDENDS 4.

No dividends have been paid by the Company during the financial year ended 30 June 2003 (2002; nil), nor have the Directors recommended that any dividend be paid.

REVIEW OF OPERATIONS

Highlights

• Monitoring service in blood pressure and ECG growing in Australia $\blacksquare$
• Monitoring service in the USA involved in trial programmes with several large pharmaceutical companies
• US-based pharmaceutical company Biovail, Inc., has commenced a monitoring program using the BPfone^TM for a blood pressure drug evaluation trial in the USA with initial sales revenue already booked.
• FDA approval for the PER cardiac rhythm monitor (portable ECG recorder) to be sold and marketed in the USA.
• Professor Bryan Williams, a leading British and international hypertension specialist, appointed as medical advisor to Medical Monitors' monitoring service in the UK
• National blood pressure monitoring programme commenced in the UK, with Prof Williams as Clinical Director
• Major UK pharmaceutical companies providing commercial sponsorship of UK trial programmes
• Commenced Telesalute Monitoring Service in Italy using the BPfone™ with initial sales revenues already recorded.
• Manufacturing of BPfone^TM with European leader Bosch+Sohn
• Finalised sale of mining tenements

Over the year, the Company has maintained the growth of its business both in Australia and overseas. Cash flow from operating activities has increased significantly, compared to the first year of operation. The Directors believe that the coming year will provide for sustainable strong commercial growth, with a number of significant sales expected from its overseas operations.

Medical Monitors remains focused on becoming a significant provider of home based cardiac monitoring services, particularly to the pharmaceutical industry and to healthcare providers.

Sale of Exploration Assets

During the year, the Company finalised the sale of its Mathinna joint venture interest in Tasmanía and the Cave Rock mining tenement in WA. The remaining tenements in WA have been sold to joint venture partner Harmony Gold with final settlement by November 2003.

6. CHANGES IN THE STATE OF AFFAIRS

Medical Monitors Limited has sold, or is in the process of selling, several mineral tenements formally held by Defiance Mining NL. As previously stated, the Company has changed its investment direction away from the exploration industry and will dispose of all exploration assets.

$7.$ EVENTS SUBSEQUENT TO BALANCE DATE

Subsequent to balance date, the Company obtained \$1,325,000 through a private placement of 16,562,500 fully paid ordinary shares. The result of this placement is as follows:

	Shares Issued	Options Issued
Capital Raising / Private Placement	16,562,500	$\overline{\phantom{0}}$
Total	16,562,500

8. FUTURE DEVELOPMENTS

The Company continues to broaden the marketing and distribution of its monitoring products and services in Australia and internationally. In the UK and in the USA, the Company is involved with a number of major pharmaceutical companies in targeted blood pressure monitoring programmes. Revenue from activities in ECG monitoring in the USA is expected to commence in early 2004, with other opportunities identified in the UK and Italy.

SHARE OPTIONS 9.

At the date of this report unissued ordinary shares of the Company under option are:

Expiry date	Exercise price	Number of Shares
30 June 2005	\$0.20	79,430,713

These options do not entitle the holder to participate in any share issue other than the body corporate.

PARTICULARS OF DIRECTORS 10.

Particulars of the qualifications and experience of the Directors are:

Dr Jerome Goldberg Chairman Director since 18 June 2001 Age 46	Dr Goldberg is an Orthopedic Specialist and VMO to the Prince of Wales (Public) Hospital and Prince of Wales Private Hospital. He is a clinical lecturer in Orthopedic Surgery at the University of NSW and is a Co- Director of the Prince of Wales Hospital Orthopedic Research Laboratory.
Dr Allan Shell Managing Director & Chief Medical Officer Director since 18 June 2001 Age 53	Dr Shell has over 25 years experience in clinical medicine as a medical practitioner in private practice, and in private and public hospital systems in Australia and the UK. He also has significant experience in telemedicine and related technology products for the healthcare sector. Dr Shell is a member of the Royal Australian College of Medical Administrators and a member of the Australian Institute of Company Directors. He is a past Board member and Treasurer of the Eastern Sydney Division of General Practice. Dr Shell is responsible for the day-to-day activities of the Company and operation of the monitoring service.
Mr Harry Platt Operations Director Director since 18 June 2001 Age 48	Mr Platt has more than 20 years experience in the development and management of technology projects and has a background in biomedical technology consulting. He has consulted to several major medical companies in the area of cardiac technology and has conducted, and published, research in cardiac electrophysiology and monitoring. Mr Platt is responsible for management and product development. In addition, he provides ongoing advice on the technical direction of the Company.

10. PARTICULARS OF DIRECTORS-continued

Mr John Genner	Mr Genner has a background in finance and accounting. For
	approximately 9 years he was the chief executive of a national mortgage
Non-Executive Director	insurance company. For approximately 17 years he has operated as a
Director since 18 June 2001	private investor and company director.
Age 63
	Mr Genner is Chairman and CEO of the ASX listed Banque -Tec Limited.

Directors' Meetings

The following table sets out the number of Directors' meetings held during the financial year and the number of meetings attended by each director.

Directors	Held	Attended
Dr Jerome Goldberg *
John Genner*
Harry Platt
Dr Allan Shell

* Members of the Audit Committee. An Audit Committee meeting to consider the 31 December 2002 Half-Year Report was held on 3^rd March 2003 and attended by both Audit Committee members. An Audit Committee meeting to consider the 2003 Financial Report was held and attended by both Audit Committee members on 8^th September 2003.

Directors' Interests

The relevant interests of each director in the shares and options over shares issued by the Company at the date of this report is as follows:

- Share holdings

Directors	Shares Held Directly	Shares Held Indirectly
Dr Jerome Goldberg	872,857	7,825,717
John Genner	$\overline{\phantom{0}}$	6,315,926
Harry Platt	12,881,195	5,224,784
Dr Allan Shell	12,881,195	5,224,784

- Option holdings

Directors	Options Held Directly	Options Held Indirectly	Exercise Price	Expiry Date
Dr Jerome Goldberg	175.000	791.540	\$0.20	30 June 2005
John Genner		2,068,900	$\overline{\phantom{a}}$	30 June 2005
Harry Platt	4,475,350	1,815,375	\$0.20	30 June 2005
Dr Allan Shell	4.475,350	1.815,375	\$0.20	30 June 2005

Each option converts to one ordinary share.

Directors' Benefits

1. Directors' benefits are set out in notes 28 and 29 of the accounts.

ENVIRONMENTAL REGULATIONS $11$

The Company is no longer involved in exploration, or in the mining of existing tenements located in Western Australia and Tasmania. However, there are significant regulations, under the Western Australian Mining Act and Environmental Protection Act 1986, impacting on licence requirements relating to ground disturbance, rehabilitation and waste disposal for all tenements still held.

The Directors are not aware of any significant breach, or pending legal action, in the period covered by this report.

$12.$ REMUNERATION

The Board will review the remuneration packages and policies applicable to the Executive Directors, Senior Executives and Non-executive Directors on an annual basis. Remuneration levels will be connetitively set to attract the most qualified and experienced personnel. Where necessary the Board will obtain independent legal advice on the appropriateness of remuneration packages.

Details of the nature and amount of each major element of the emolument made to each Director of the Company, and each of the named officers of the Company and the Consolidated Entity, are:

Director	Emoluments	Consultancy Services	Other Fees	Total
		8		S
Dr Allan Shell	-	149,975		149,975
Harry Platt	۰	149,397		149,397
John Genner	18,000	$\overline{\phantom{0}}$		18,000
Dr Jerome Goldberg	30,000	$\overline{\phantom{0}}$		30,000

During the financial year, no shares or options (over unissued ordinary shares) were granted to directors as part of their remuneration:

See note 29 for related party and consultancy services matters.

13. CORPORATE GOVERNANCE POLICY

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

At the date of this report, an Audit Committee has been established and is responsible to the Board of Directors. There being only four Directors of the Company, all other matters are dealt with by the Board of Directors.

The Board of Directors currently holds nine scheduled meetings each year, plus strategy meetings and any extraordinary meetings at such other times as may be necessary to address any specific significant matters that may arise.

The following formalis es the main corporate governance practices established to ensure the Board is well equipped to discharge its responsibilities:

Composition of the Board

The composition of the Board shall be determined in accordance with the following principles and guidelines:

• The Board shall comprise at least 3 Directors, increasing where additional expertise is considered desirable in certain areas:
• The Board shall not comprise a majority of executive Directors; and
• Directors shall bring characteristics, which allow a mix of qualifications, skills and experience.

The Board will review its composition on an annual basis to ensure that the Board has the appropriate mix of expertise and experience. Where a vacancy exists, for whatever reason, or where it is considered that the Board would benefit from the services of a new Director with particular skills, the Board will select appropriate candidates with relevant qualifications, skills and experience.

The Chairman will review the performance of all Directors each year. Directors whose performance is unsatisfactory will be asked to retire.

Conflict of interest

In accordance with the Corporations Act 2001 and the company's constitution, the directors must keep the Board advised on an ongoing basis of any interests that could potentially conflict with those of the company. Details of director related entity transactions with the Company and the consolidated entity are set out in Note 29.

Directors dealings in Company shares

The Constitution permits directors to acquire shares in the Company. Company policy prohibits directors from dealing in Company shares or exercising options whilst in possession of price sensitive information.

Independent Professional Advice

Each Director will have the right to seek independent professional advice at the Company's expense. However, prior approval by the Chairman will be required, which will not be unreasonably withheld.

Audit Committee

The role of the Audit Committee is documented in a Charter which is approved by the Board of Directors. The role of the Committee is to advise on the establishment and maintenance of a framework of internal control and appropriate ethical standards for management of the consolidated entity.

The external auditors were invited to Audit Committee meetings, The committee met 2 times during the year.

The responsibilities of the Audit Committee include:

• Reviewing the financial report and other financial information distributed externally
• $\blacksquare$ Reviewing external audit reports to ensure that where major deficiencies or breakdowns in controls or procedures have been identified, prompt and remedial action is taken by management
• Review the nomination and performance of the auditor.

Members of the Audit Committee are Jerome Goldberg and John Genner.

Business Risk Management

The Board will monitor and receive advice on areas of operational and financial risk, and consider strategies for appropriate risk management arrangements.

Specific areas which were initially identified and which will be regularly considered by at Board Meetings include foreign currency fluctuations, performance of activities, human resources, the environment and continuous disclosure obligations.

Ethical Standards

The Board's policy is for the Directors and management to conduct themselves with the highest ethical standards. All Directors and employees will be expected to act with integrity and objectivity, striving at all times to enhance the reputation and performance of the consolidated entity.

INDEMNIFICATION OF DIRECTORS, OFFICERS AND AUDITORS 14.

As stated in the Constitution of the Company, "except as may be prohibited by the Corporations Law, every Officer, auditor or agent of the Company shall be indemnified out of the property of the Company, against liability incurred by him in his capacity as Officer or auditor or agent of the Company". In addition, the Company has paid, or agreed to pay, a premium in respect of a contract insuring against liability incurred by the Directors of the Company. During the period, an amount of \$12,636.80 has been paid to a relevant insurer to indemnify Directors, namely, Dr. J. Goldberg, Dr. A. Shell, Mr. J. Genner and Mr. H. Platt.

The report is signed in accordance with a resolution of the Directors, made pursuant to Section $310(2)$ of the Corporations Act 2001.

On behalf of the Board

Dr Allan Shell Managing Director

Dated: 26^th September 2003

STATEMENTS OF FINANCIAL PERFORMANCE

for the Year Ended 30 June 2003

			Consolidated		Company
	Note	2003	2002	2003	2002
		S	S	S	S
Revenue from sale of goods		454,235	175,423	381,992	173,147
Revenue from rendering of services		136,087	121,164	50,100
Other revenues from ordinary activities		330,928	52,376	330,924	51,836
Total revenue from ordinary activities	3	921,248	348,963	763,016	224,983
Changes in inventories of finished goods		419,357	97,495	360,063	96,230
Carrying amount of mineral interests sold		235,750		235,750
Staff expenses		482,073	942,210	318,502	285,437
Consulting expenses		842,743	1,141,697	769,330	823,216
Rent expenses		103,516	196,448	57,941	44,115
Borrowing costs		159,699	24,751	90,444	24,761
Depreciation and amortisation		1,315,749	1,327,046	125,467	151,558
Foreign currency loss		42,846	52,411	225,502	99,783
Other expenses from ordinary activities		371,717	307,910	286,506	277,474
Share of net profit of associate
Loss from ordinary activities before income		(3,052,202)	(3,741,005)	(1,706,489)	(1,577,591)
tax	4
Income tax benefit relating to ordinary activities
Net loss	5	(3,052,202)	(3,741,005)	(1,706,489)	(1,577,591)
Non-owner transaction changes in equity
Total changes in equity		(3,052,202)	(3,741,005)	(1,706,489)	(1,577,591)
Earnings Per Share (cents per share)
- Basic	31	(1.9)	(2.7)
- Diluted		(1.9)	(2.7)

The 79,430,713 share options on is sue have not been included in the diluted EPS calculation as the options are not considered dilutive at reporting date.

The accompanying notes form part of these financial statements.

STATEMENTS OF FINANCIAL POSITION as at 30 June 2003

		Consolidated			Company
	Note	2003	2002	2003	2002
		\$	\$	\$	\$
Current Assets
Cash assets	6	89,773	188,464	82,069	176,689
Receivables	7	151,229	45,790	78,223	34,212
Inventories	8	437,525	505,299	399,333	394,507
Other current assets	Q	417,240	39.635	417,240	39,635
Total Current Assets		1,095,767	779,188	976,865	645,043
Non Current Assets
Property, plant & equipment	10	468,736	485,349	202,757	289,418
Intangibles	11	6,324,478	7,444,370
Other financial assets	12	153,825	71,760	9,585,353	9,513,682
Exploration evaluation and expenditure	13	5,000	240,750	5,000	240,750
Capitalised research and development	14	1,041,207	776,147	1,019,390	754,330
Total Non Current Assets		7,993,246	9,018,376	10,812,500	10,798,180
Total Assets		9,089,013	9,797,564	11,789,365	11,443,223
Current Liabilities
Payables	15	1,138,431	704,455	1,113,998	677,200
Interest bearing liabilities	16	986,660	170,179	897,085	84,089
Other financial liabilities	17			127,451	127,451
Provisions	18	23,287	4,673	23,287	4,673
Total Current Liabilities		2,148,378	879,307	2,161,821	893,413
Non Current Liabilities
Interest Bearing Liabilities	16	771,330	565,750	76,563	161,340
Total non current liabilities		771,330	565,750	76,563	161,340
Total Liabilities		2,919,708	1,445,057	2,238,384	1,054,753
Net Assets		6,169,305	8,352,507	9,550,981	10,388,470
Equity
Contributed Equity	19	29,086,438	28,217,438	29,086,438	28,217,438
Reserves	20	493,152	493,152	393,153	393,153
Accumulated losses	21	(23, 410, 285)	(20, 358, 083)	(19,928,610)	(18, 222, 121)
Total Equity		6,169,305	8,352,507	9,550,981	10,388,470

The accompanying notes form part of these financial statements.

STATEMENTS OF CASH FLOWS

for the year ended 30 June 2003

	Consolidated		Company
	Note	2003	2002	2003	2002
		S	S	S	S
Cash Flows from Operating Activities
Cash payments in the course of operations		(2,522,648)	(3,294,040)	(2,083,989)	(1,741,763)
Cash receipts in the course of operations		714,430	296,587	556,204	173,147
Interest received		5,804	52,376	5,801	51,836
Interest Paid		(92, 856)	(24,751)	(90, 444)	(24,751)
Net Cash Used in Operating Activities	30(b)	(1,895,270)	(2,969,828)	(1,612,428)	(1,541,531)
Cash Flows from Investing Activities
Payments for plant and equipment		(161,966)	(57, 932)		(52,516)
Proceeds from mineral interests sold		235,750	309,250	235,750	309,250
Payments for security deposits		(153, 823)	(71,760)	(150,000)	(71,760)
Payments for research and development		(621, 285)	(776, 147)	(621, 285)	(754, 330)
Cash acquired through acquisition of
controlled entity			(44, 540)
Research&Development Grant		317,418		317,418
Refund of security deposits		71,758		71,758
Payments for controlled entities				(6)	(39,753)
Net Cash Used in Investing Activities		(312, 148)	(641, 129)	(146, 365)	(609, 109)
Cash Flows from Financing Activities
Proceeds from share issue	19	869,000	4,014,150	869,000	4,014,150
Transaction costs from issue of shares	19		(323, 852)		(323, 852)
Borrowings - secured		150,000	(52,074)	150,000	(52,074)
Borrowings - unsecured		974,074	211,188	659,998	211,188
Repayment of Borrowings		(156, 947)		(81,780)
Loans to controlled entities				(205, 645)	(1,472,083)
Loans from third parties	16	272,600		272,600
Net Cash Provided/(Used) from/in Financing
Activities		2,108,727	3,849,412	1,664,173	2,377,329
Net Increase (Decrease) in Cash Held		(98, 691)	238,455	(94, 620)	226,689
Cash at the Beginning of the Financial Year		188.464	(49,991)	176,689	(50,000)
Cash at the End of the Financial Year	30(a)	89,773	188,464	82,069	176,689

The accompanying notes form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES $\mathbf{1}$ .

$\left( a\right)$ Basis of preparation

The financial report is a general purpose financial report which has been prepared in accordance with Accounting Standards, Urgent Issues Group Consensus Views, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

It has been prepared on the basis of historical costs and except where stated, does not take into account changing money values or fair values of non-current assets.

These accounting policies have been consistently applied by each entity in the consolidated entity and, except where there is a change in accounting policy as set out in Note 2, are consistent with those of the previous year.

Going concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The consolidated entity incurred an operating loss of \$3.052 million during the year ended 30 June 2003, which included depreciation and amortisation charges of \$1.316 million, and had a deficiency of net current assets of \$1.053 million. The operating loss represents a reduction of 19% on the previous year's \$3.741 million.

The Directors nevertheless believe that it is appropriate to prepare the financial statements on a going concern basis for the following reasons:

• The Company has completed initial sales with major pharmaceutical companies during 2003. The Directors are confident that further major sales will be achieved as contemplated in the business plan.
• The Company believes it has sufficient working capital arrangements in place to be able to achieve the objectives as contemplated in the business plan.
• The Company has raised further share capital of \$1,325,000 subsequent to year end as advised to the Australian Stock Exchange on 29^th August 2003.

The consolidated entity's ability to generate positive net cash flow in the twelve months from the date of this report, as contemplated in the business plan, is dependent on a number of factors but primarily on its ability to successfully develop both the US and UK / European markets and the continued supply of monitoring devices from the manufacturer on a timely basis.

If the Company is unable to successfully develop the business as contemplated in the business plan, alternative strategies may be employed to either raise additional capital or debt funding, or reduce expenditure through a scale back of the international marketing initiatives.

In the event that the Company does not meet its planned revenue and cashflow targets, or successfully adopts alternative strategies in the period to October 2004, the Company may not be able to realise its assets and extinguish its liabilities in the normal course of business at the amounts stated in the financial report. Accordingly, the going concern basis used in the preparation of the financial report would not be appropriate.

Principles of consolidation $(b)$

Controlled entities

The financial statements of controlled entities are included from the date control commences until the date control ceases. Outside interests in the equity and results of the entities that are controlled by the Company are shown as a separate item in the consolidated financial statements.

Unrealised gains and losses and inter-entity balances resulting from transactions with or between controlled entities are eliminated in full on consolidation.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued) $\mathbf{1}$ .

NOTES TO THE FINANCIAL STATEMENTS

$(c)$ Revenue Recognition

Revenues are recognised at fair value of the consideration received net of the amounts of GST.

Revenue from rendering of services

Revenue from rendering of monitoring and diagnostic services is recognised in proportion to the stage of completion of the contract when the stage of the contract can be reliably measured.

Sale of Goods

Revenue from the sale of goods (net of returns, discounts and allowances) is recognised when the consolidated entity has passed control of the goods or other assets to the customer.

Interest Revenue

Interest revenue is recognised as it accrues.

Sale of Non-Current Assets

The gross proceeds of non-current asset sales are included as revenue at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed.

The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal.

Goods and Services Tax $(d)$

Revenues, expenses and assets are recognised net of the amount of goods and services tax ("GST"), except where the amount of GST incurred is not recoverable from the Australian Taxation Office ("ATO"). In these circumstances 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 are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the statement of financial position.

Items are included in the Statement of Cash Flows are disclosed on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating eash flows.

$(e)$ Foreign Currency

Transactions

Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the transactions. Amounts receivable and payable in foreign currencies at balance date are translated at the rates of exchange ruling on that date. Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account as exchange gains or losses in the statement of financial performance in the financial year in which the exchange rates change.

NOTES TO THE FINANCIAL STATEMENTS

$\mathbf{1}$ . STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

$(e)$ Foreign Currency (continued)

Translation of controlled foreign entities

The assets and liabilities of integrated foreign operations are translated using the temporal method. Monetary assets and liabilities are translated into Australian currency at rates of exchange current at balance date, while nonmonetary items and revenue and expense items are translated at exchange rates current when the transactions occurred. Exchange differences arising on translation are brought to account in the statement of financial performance.

$(f)$ Income Tax

The consolidated entity adopts the income statement liability method of tax effect accounting. Income tax expense is calculated on operating profit adjusted for permanent differences between taxable and accounting income. The tax effect of timing differences, which arise from items being brought to account in different periods for income tax and accounting purposes, is carried forward in the statement of financial position as a future income tax benefit or a provision for deferred income tax.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits relating to tax losses are only brought to account when their realisation is virtually certain. The tax effects of capital losses are not recorded unless realisation is virtually certain.

To the extent that dividends are proposed by controlled entities incorporated overseas, the consolidated entity has provided for withholding tax. A provision is also made for the withholding tax on the balance of unremitted profits that eventually will be remitted to the Company.

$(g)$ Acquisitions of assets

All assets acquired including property, plant and equipment and intangibles other than goodwill are initially recorded at their cost of acquisition at the date of acquisition, being the fair value of the consideration provided plus incidental costs directly attributable to the acquisition. When equity instruments are issued as consideration, their market price at the date of acquisition is used as fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity subject to the extent off proceeds received, otherwise expensed.

Where settlement of any part of cash consideration is deferred, the amounts payable are recorded at their preset value, discounted at the rate applicable to the company if a similar borrowing were obtained from an independent financier under comparable terms and conditions.

The costs of assets constructed or internally generated by the consolidated entity, other than goodwill, include the cost of materials and direct labour. Directly attributable overheads and other incidental cost are also capitalised to the asset.

Expenditure including that on internally generated assets is only recognised as an asset when the entity controls future economic benefits as a result of the costs incurred, it is probable that those future economic benefits will eventuate, and the costs can be measured reliably. Costs attributable to feasibility and alternative approach assessments are expensed as incurred.

Research and development costs

Research and development expenditure is expensed as incurred except to the extent that its recoverability is assured beyond any reasonable doubt, in which case it is deferred.

NOTES TO THE FINANCIAL STATEMENTS

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Subsequent additional costs

Costs incurred on assets subsequent to initial recognition are capitalised when it is probable that future economic benefits in excess of the originally assessed performance of the asset will flow to the consolidated entity in future years. Costs that do not meet the criteria for capitalisation are expensed as incurred.

Receivables $(h)$

Trade receivables and other receivables are recorded at amounts due less any provision for doubtful debts. The ability to recover amounts owed to the company are regularly assessed and specific provisions are made if required.

$(i)$ Inventories

Inventories are carried at the lower of cost and net realisable value.

Cost includes direct materials, direct labour, other direct viable costs and allocated production overheads necessary to bring inventories to their present location and condition, based on normal operating capacity of the production facilities.

Manufacturing activities

The cost of manufacturing inventories and work-in-progress are assigned on a first-in, first-out basis. Costs arising from exceptional wastage are expensed as incurred.

Mining activities

The cost of mining inventories is determined using a weighted average basis.

Net realisable value

Net realisable value is determined in the basis of each inventory line's normal selling pattern. Expenses of marketing, selling and distribution to customers are estimated and are deducted to establish net realisable value.

$(i)$ Investments

Investments in controlled entities are carried in the Company's financial statements at the lower of cost and recoverable amount.

$(k)$ Leased assets

Leases under which the company or its controlled entity assume substantiality all the risks and benefits of ownership are classified as finance leases. Other leases are classified as operating leases.

Finance leases

Finance leases are capitalised. A lease asset and a lease liability equal to the present value of the minimum lease payments are recorded at the inception of the lease.

Lease liabilities are reduced by repayments of principal. The interest components of the lease payments are expensed. Contingent rentals are expensed as incurred.

Operating leases

Payments made under operating leases are expensed on a straight line basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased property.

NOTES TO THE FINANCIAL STATEMENTS

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

$(1)$ Exploration & Evaluation Expenditure

Exploration and evaluation expenditure is accumulated in respect of each identifiable area of interest, and carried forward in the Statement of Financial Position where:

• $(a)$ rights to tenure of the area of interest are current; and
• $(b)$ one of the following conditions is met:
• such costs are expected to be recouped through successful development and exploitation of the $(i)$ area of interest, or alternatively, by its sale; or
• $(ii)$ exploration and/or evaluation activities in the area of interest have not yet reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the areas are continuing.

Accumulated expenditure on areas, which have been abandoned, or are considered to be of no value, are written off in the financial period in which such a decision is made.

$(m)$ Goodwill

Goodwill represents the excess of purchase consideration plus incidental costs over the fair value of identifiable net assets acquired. Goodwill is amortised over a period of five years on a straight line basis being the estimated useful life of this intangible asset.

$(n)$ Recoverable Amount of Non Current Assets valued on a cost basis

The carrying amounts of non-current assets valued on the cost basis, other than exploration and evaluation expenditure carried forward, are reviewed to determine whether they are in excess of their recoverable amount at balance date. If the carrying amount of a non-current asset exceeds its recoverable amount, the asset is written down to the lower amount. The write-down is expensed in the reporting period in which it occurs.

Current valuations for land and buildings valued on the cost basis are carried out at least once every three years. Where a group of assets working together supports the generation of cash inflows, recoverable amount is assessed in relation to that group of assets.

In assessing recoverable amounts of non-current assets, the relevant cash flows have not been discounted to their present value, except where specifically stated.

Except where specifically stated, non-current assets are recorded at the lower of cost and recoverable amount.

$(0)$ Depreciation and amortisation

Complex assets

The components of major assets that have materially different useful lives, are effectively accounted for as separate assets, and are separately depreciated.

NOTES TO THE FINANCIAL STATEMENTS

$\mathbf{1}$ . STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

$(0)$ Depreciation and amortisation (continued)

Useful Lives

All assets, including intangibles, have limited useful lives and are depreciated/amortised using the straight line method over their estimated useful lives, with the exception of carried forward exploration and evaluation expenditure. Finance lease assets are amortised over the term of the relevant lease, or where it is likely the consolidated entity will obtain ownership of the asset, the life of the asset, Assets are depreciated or amortised from the state of acquisition or, in respect of internally constructed assets, from the time an asset is completed and held ready for use.

Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until the commercial production commences.

Depreciation and amortisation rates and methods are reviewed annually for appropriateness. When changes are made, adjustments are reflected prospectively in current and future periods only. Depreciation and amortisation are expensed, except to the extent that they are included in the carrying amount of another asset as an allocation of production overheads.

The depreciation/amortisation rates used for each class of each class of non-current asset are as follows:

Property, plant and equipment	$13 - 40%$
Research and development costs	20%
Goodwill	20%
Intellectual property	10%

$(p)$ Pavables

Trade payables and other accounts payable are recognised when the consolidated entity becomes obliged to make future payments resulting from the purchase of goods and/or services.

Employee Entitlements $(q)$

Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.

Provisions made in respect of wages and salaries, annual leave, and other employee entitlements expected to be settled within 12 months, are measured at their nominal values.

Provisions made in respect of other employee entitlements which are not expected to be settled within 12 months are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of services provided by employees up to the reporting date.

$(r)$ Provisions

A provision is recognised when a legal or constructive obligation exists as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability, except where noted below.

NOTES TO THE FINANCIAL STATEMENTS

1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

$(s)$ Capital Raising Costs

Costs incurred in relation to the proposed and foreseeable issue of share capital are capitalised as a current asset pending the issue of the shares to which they relate. On issue of these shares the balance of the capitalised share issue costs are recognised in contributed equity.

$(f)$ Employee share and option plans

Where shares or options are issued to employees as remuneration for past services, the difference between fair value of the shares or options issued and the consideration received, if any, from the employee is expensed. The fair value of these shares or options issued is recorded as contributed equity.

Other share or options issued to employees are recorded in contributed equity at the fair value of consideration received if any.

Transaction costs associated with issuing shares and options are recognised in equity subject to the extent of the proceeds received, otherwise expensed. Other administrative costs are expensed.

CHANGES IN ACCOUNTING POLICY $2^{\circ}$

The following changes in accounting policy have arisen from the first time application of revised accounting standards:

Employee benefits - Note 17 $(a)$

The consolidated entity has applied the revised AASB 1028 "Employee Benefits" for the first time from 1 July 2002. The liability for wages and salaries, annual leave and sick leave is now calculated using the remuneration rates the Company expects to pay as at each reporting date, not wage and salary rates current at reporting date.

There was no impact on net profit in the current financial year to 30 June 2003 as a result of this change.

$(b)$ Provisions and contingent liabilities

The consolidated entity has applied AASB 1044 "Provisions, Contingent Liabilities and Contingent Assets" for the first time from 1 July 2002.

AASB 1044 requires disclosure of contingent liabilities only when the probability of payment is not remote. This has not affected current or prior period disclosures.

There was no impact on net profit for the current financial year to 30 June 2003 as a result of this change.

NOTES TO THE FINANCIAL STATEMENTS

		Consolidated		Company
		2003	2002	2003	2002
		S	S	S	S
3.	REVENUE FROM ORDINARY ACTIVITIES
	Revenue from operating activities
	Revenue from sale of BPfone goods	454,235	175,423	381,993	173,147
	Rendering of services revenue from
	operating activities	136,087	121,164	50,100
	Other revenues:
	From operating activities
	Interest:
	- Other parties	5,804	52,376	5.801	51,836
	From outside operating activities
	- Proceeds from sale of mineral interests	235,750		235,750
	- Sundry income - Government Grant	89,372		89,372
	Total revenue from ordinary activities	921,248	348,963	763,016	224,983

LOSS FROM ORDINARY ACTIVITIES BEFORE $4.$ INCOME TAX EXPENSE

Individual expense/(revenue) items included in profit from ordinary activities before income tax expense:

Cost of inventory sold	419.357	97,495	360,063	96,230
Carrying amount of mineral interests sold	235,750		235,750
Auditor's remuneration	51,100	59,000	51,100	59,000
Employee entitlements	18,614	4,673	18.614	4,673
Depreciation of:
- Plant and office equipment	61,381	59.734	5.085
				12,452
Amortisation of:
- Intellectual property	592,960	592,960
- Goodwill	526.932	526,932
- Capitalised research and development	38,807		38,807
- Leased equipment	95,669	73,710	81,575	73,710
	1,254,368	1,193,602	120,382	73,710
Total depreciation and amortisation	1,315,749	1,327,046	125.467	86,162
Legal fees	123,106	109,247	122,381	95,946
Net foreign exchange loss	42,846	52,411	225,502	99,783
Research and development expenditure
expensed as incurred	45.404		43.996

NOTES TO THE FINANCIAL STATEMENTS

	Consolidated		Company
	2003	2002	2003	2002 S
INCOME TAX
Prima facie income tax expense on pre-tax accounting income reconciles to the income tax expense as follows:
Operating loss from ordinary activities	(3,052,202)	(3,741,005)	(1,706,489)	(1,577,591)
Prima facie income tax benefit, calculated at 30% (2002:30%), of operating loss from ordinary activities	(915, 661)	(1,122,301)	(511, 947)	(473.277)
Increase/(decrease) in income tax benefit due to:
costs	(186, 386)	(291,055)	(186, 386)	(282, 874)
Non-deductible amortisation of goodwill Non-deductible legal expenses Timing differences and tax losses not	158,080 14,700	158,080	14,700
Benefits				756,151
Income tax expense or benefit attributable to the operating loss
Future income tax benefits not brought to account as assets:	1,838,960	1,756,141	593.336	756,151
	Allowable research and development recognised as Future Income Tax	S 929,267	S 1,255,276	S 683,633

The taxation benefits will only be obtained if:

• the relevant company derives future assessable income of a nature and amount sufficient to enable the benefit to $(i)$ be realised, or the benefit can be utilised ay another company in the consolidated entity in accordance with Division 170 of the Income tax Assessment Act 1997;
• the relevant company and/or consolidated entity continues to comply with the conditions for deductibility imposed $(ii)$ by the law:
• $(iii)$ no changes in tax legislation adversely affect the relevant company and/or consolidated entity in realising the benefit.

The nature of the Company's operations and ownership changed substantially during the year ended 30 June 2002. Accordingly, future income tax benefit not brought to account in the 2003 year excludes unrecognised prior tax benefits on the basis that the Company is unlikely to satisfy the same business or same ownership requirements of the Income Tax Assessment Act.

NOTES TO THE FINANCIAL STATEMENTS

		Consolidated		Company
		2003	2002	2003	2002
		S	S		S
6.	CASH ASSETS
	Cash in hand	89,773	188,464	82,069	176,689
		89,773	188,464	82,069	176,689
7.	RECEIVABLES
	Trade Debtors	58,901		58,901
	Other	92,328	45,790	19,322	34,212
		151,229	45,790	78,223	34,212
8.	INVENTORIES
	Direct materials-at cost	130,563	130,253	130,563	130,253
	Finished goods - at cost	306,962	375,046	268,770	264,254
		437,525	505,299	399,333	394,507
9.	OTHER CURRENT ASSETS
	Prepayments	417,240	39,635	417,240	39,635
		417,240	39,635	417,240	39,635
10.	PROPERTY, PLANT AND EQUIPMENT
	Plant & equipment $\sim$ at cost	241,095	241,095	9,982	9,982
	Less: Accumulated depreciation	(101, 440)	(50, 361)	(8,595)	(4,138)
		139,655	190,734	1,387	5,844
	Office Equipment - at cost	58,420	54,634	42,534	42,534
	Less: Accumulated depreciation	(19,675)	(9,373)	(8,942)	(8,314)
		38,745	45,261	33,592	34,220
	Leased Equipment	459,715	323,064	323,064	323,064
	Less: Accumulated amortisation	(169,379)	(73,710)	(155,286)	(73,710)
		290,336	249, 354	167,778	249,354
		468,736	485,349	202,757	289,418

NOTES TO THE FINANCIAL STATEMENTS

$10.$ PROPERTY, PLANT AND EQUIPMENT (continued)

Reconciliations of the carrying amount for each class of Property, Plant and Equipment are set out below:

Consolidated Plant and Equipment Office Equipment Leased Equipment TOTAL \$ $\mathbf S$ \$ $\mathbf{\hat{S}}$ Gross Carrying Amount Balance at 30 June 2002 241.095 54.634 323,064 618.793 Additions 3,786 136,651 140,437 Balance at 30 June 2003 241.095 58,420 459,715 759,230 Accumulated Depreciation / Amortisation Balance at 30 June 2002 50,361 9,373 73,710 133,444 51.079 95,669 157,050 10,302 Depreciation expense Balance at 30 June 2003 101.440 19,675 169.379 290.494 Net Book Value As at 30 June 2002 190,734 45,261 249.354 485,349 As at 30 June 2003 139,655 38,745 290.336 468,736 Company Plant and Leased TOTAL Equipment Office Equipment Equipment \$ $\mathbf S$ \$ $\mathbf S$ Gross Carrying Amount Balance at 30 June 2002 9.982 42,534 323,064 375,580 Additions 9.982 42,534 375.580 Balance at 30 June 2003 323,064 Accumulated Depreciation / Amortisation Balance at 30 June 2002 4.138 8.314 73,710 86,162 Depreciation expense 4,457 628 81,576 86,661 Balance at 30 June 2003 8,595 8,942 155,286 172,823 Net Book Value 249,354 289,418

As at 30 June 2002 5,844 34,220 As at 30 June 2003 1.387 33.592

167.778

202,757

NOTES TO THE FINANCIAL STATEMENTS

		Consolidated		Company
		2003	2002	2003	2002
		\$	S	S	S
10.	PROPERTY, PLANT AND EQUIPMENT (continued)
	Aggregate depreciation allocated,
	whether recognised as an expense or
	capitalised as part of the carrying
	amount of other assets during the year:
	Plant and equipment	51,079	50,361	4,457	4,138
	Office Equipment	10,302	9,373	628	8,314
	Leased Equipment	95,669	73,710	81,576	73,710
		157,050	133,444	86,661	86,162
11.	INTANGIBLES
	Intellectual property	5,929,600	5,929,600
	Less: provision for amortisation	(1,185,920)	(592,960)
		4,743,680	5,336,640
	Goodwill on consolidation	2,634,662	2,634,662
	Less: provision for amortisation	(1,053,864)	(526, 932)
		1,580,798	2,107,730
		6,324,478	7,444,370
12.	OTHER FINANCIAL ASSETS
	Investment in controlled entities at cost			7,809,838	7,809,838
	Unsecured loans to controlled entities			1,625,507	1,632,084
	Associate accounted for using the
	Equity method	6		6
	Security deposits	153,819	71,760	150,002	71,760
		153,825	71,760	9,585,353	9,513,682
13.	EXPLORATION & EVALUATION
	EXPENDITURE
	Balance at beginning of year	240,750	250,000	240,750	250,000
	Less: disposals/deposits	(235,750)	(9,250)	(235,750)	(9,250)
	Balance at end of year	5,000	240,750	5,000	240,750

NOTES TO THE FINANCIAL STATEMENTS

		Consolidated		Company
		2003	2002	2003	2002
		S	S	S	S
14.	CAPITALISED RESEARCH AND DEVELOPMENT
	Gress Carrying Amount - at cost:
	Balance at beginning of year	776,147		754,330
	Costs capitalised during the year Income from R&D concession	621.285	776,147	621,285	754,330
	allocated against capitalised costs	(317, 418)		(317, 418)
	Balance at end of year	1,080,014	776,147	1,058,197	754,330
	Accumulated Amertisation
	Balance at beginning of year
	Amortisation expense	38,807		38,807
	Balance at end of year	38.807		38.807
	Capitalised Research and Development	1,080,014	776,147	1,058,197	754,330
	Less: accumulated amortisation	(38, 807)		(38,807)
		1,041,207	776,147	1.019,390	754,330
15.	PAYABLES
	Unearned Income	93,640		93,640
	Unsecured borrowing	483,788	211,188	483,788	211,188
	Trade creditors	561,003	493,267	536,570	466,012
		1,138,431	704.455	1,113,998	677,200

Unhedged foreign currency payables at 30 June 2003 represent Aust \$15,682 or US\$10,416.

INTEREST BEARING LIABILITIES 16.

	Current
	Lease liability (Note 32)	122,783	84,089	87,087	84,089
	Loans - unsecured	863,877		809,998
	Government $R&D$ start loan – unsecured		86,090
		986,660	170,179	897,085	84,809
	Non-Current
	Lease liability (Note 32)	162,362	161,340	76,563	161,340
	Loans-secured	63,532
	Government $R&D$ start loan – unsecured	545,436	404,410
		771,330	565,750	76,563	161,340
		1,757,990	735,929	973,648	245,429
17.	OTHER FINANCIAL LIABILITIES
	Unsecured loan from controlled entity			127,451	127,451
18.	PROVISIONS -CURRENT
	Employee entitlements	23,287	4,673	23,287	4,673
	Number of employees at year end	9	Ħ	8	7.

NOTES TO THE FINANCIAL STATEMENTS

		Consolidated		Company
		2003 S	2002 S	2003 S	2002 S
19.	CONTRIBUTED EQUITY
	Issued Capital
	Balance at beginning of year:	28,217,438	17,115,140	28,217,438	17,115,140
	Movements 2001/2002
	74,120,000 fully paid ordinary shares
	issued at \$0.10 each.		7,412,000		7,412,000
	17,500,004 fully paid ordinary shares
	issued at \$0.20 each.		3,500,000		3,500,000
	6,855,335 fully paid ordinary shares
	issued at \$0.075 each.		514,150		514,150
	Less: share expenses		(323, 852)		(323, 852)
	Movement: 2002/2003
	700,000 fully paid ordinary shares
	issued at \$0.075 each	52,500		52,500
	13,614,281 fully paid ordinary shares
	issued at \$0.035 each	476,500		476,500
	9,999,879 fully paid ordinary shares
	issued at \$0.035 each	350,000		350,000
	Less: Share issue expenses	(10,000)		(10,000)
	Balance at year end	29,086,438	28,217,438	29,086,438	28,217,438

A Shareholder Share Purchase Scheme (SSPS) was completed and a capital raising was finalised during the year, to fund the ongoing operations and the expansion of the company's products and services both in Australia and internationally.

The Company received \$476,450 from the SSPS and \$402,500 from the capital raising. A total of 24,314,160 fully paid ordinary shares were issued, to June 30, 2003, under listing rule 7.1 and as approved in November, 2002, at the Company's Annual General Meeting in Sydney.

	No. of Shares
	2003	2002
Fully paid ordinary share capital
Balance at beginning of year:	148,040,183	49,564,844
Movements:
2002:
74,120,000 shares issued at \$0.10 each		74,120,000
$17,500,004$ shares issued at \$0.20 each		17,500,004
6,855,335 shares issued at \$0.075 each		6,855,335
	148,040,183	148,040,183
2003:
700,000 shares issued at \$0.075 each	700,000
13,614,281 shares issued at \$0.035 each	13.614,281
9,999,879 shares issued at \$0.035 each	9,999,879
Balance at year end:	172,354,343	148,040,183

Rights attaching to ordinary shares

Members are entitled to notice of, and to attend and vote at, general meetings.

NOTES TO THE FINANCIAL STATEMENTS

Subject to any shares that may in the future be issued with special or preferential rights, (currently there are none) every member present in person or by proxy, attorney or representative has one vote on a show of hands, and on a poll, one vote for each share.

Subject to any shares that may in the future be issued with special or preferential rights (currently there are none), the surplus assets of the Company after winding-up will be divided amount the members in proportion to the number of shares held by them, irrespective of the amounts paid or credited as paid on the shares.

However, a liquidator in a winding up may, with the sanction of a special resolution of members, divide among the members the whole or any part of the property of the Company and determine how the division is to be carried out as between the members or different classes of members.

			No. of Options
			2003	2002
Share Options
Balance at beginning of year			102,226,500	58,976,496
Add: Other issues				43,250,004
Less: Expired (June 30, 2003)			22,795,787
Listed options			79,430,713	102,226,500
	2003	2002	2003	2002
RESERVES	S	S	S	\$
Share option reserve	393,153	393,153	393,153	393,153
Other reserves	99.999	99.999
Total reserves	493,152	493,152	393,153	393,153

There have been no movements in reserves during the year.

Option Reserve

20.

Where options are used as part of consideration for acquisitions or are issued at other than nil consideration the cost of the options are recognised by the Company in the option reserve.

Other Reserves

The outstanding credit to other reserves has resulted from prior period allocations of retained profits for non-specific purposes.

		2003	2002	2003	2002 \$
21.	ACCUMULATED LOSSES
	Balance at beginning of financial year	(20, 358, 083)	(16,617,078)	(18,222,121)	(16,644,530)
	Net loss	(3,052,202)	(3,741,005)	(1.706.489)	(1,577,591)
	Balance at end of financial year	(23.410.285)	(20.358.083)	(19.928,610).	(18,222,121)

Franking credits for subsequent financial years are nil.

NOTES TO THE FINANCIAL STATEMENTS

CONTROLLED ENTITIES 22.

(a)	Particulars in relation to controlled entities	Class of		Ownership Interest
		Share	2003	2002
	Parent Entity		$\%$	$\frac{6}{10}$
	Medical Monitors Limited
	Controlled Entities
	Snowy Plains Pty Ltd	Ordinary	100	100-
	Kalgoorlie Tailings Project Pty Ltd	Ordinary	100	100.
	Heart Monitors Pty Ltd	Ordinary	100	100
	Wellness Monitoring Inc.	Ordinary	100	100
	Medical Monitors (UK) Limited	Ordinary	100	100.

Wellness Monitoring Inc. was incorporated, and carries on a business, in the United States of America. Medical Monitors (UK) Limited was incorporated in the United Kingdom All other controlled entities were incorporated in Australia.

INTERESTS IN JOINT VENTURES 23.

The consolidated entity has interests in unincorporated joint ventures as follows. All joint ventures have principal activities in mineral exploration. The carrying value of each joint venture is nil.

	Percentage Interest
	2003	2002
Joint Venture	%	%
Cave Rock – Merougil JV	100	100.
Gabanintha - Nowthanna JV	$\overline{\phantom{a}}$	100
Mathinna JV	$\overline{\phantom{a}}$	50.

During the year, the Company successfully negotiated the sale of the Gabanintha – Nowthanna and the Mathinna joint ventures, to unrelated parties. It will complete the sale of its interest in the Cave Rock – Merougil joint venture by end 2003.

INVESTMENTS IN ASSOCIATES ACCOUNTED FOR USING THE EQUITY METHOD 24.

	Percentage Interest
	2003	2002
	$\theta_{\alpha}$	$\frac{9}{6}$
Care Medical JV	50	-
This optity is incorporated in the United Kingdom and did not trade throughout the financial year.

This entity is incorporated in the United Kingdom and did not trade throughout the financial year.

NOTES TO THE FINANCIAL STATEMENTS

25. COMMITMENTS

Exploration Expenditure Commitments

The consolidated entity has disposed of all its mining tenements, therefore the minimum commitments for the forthcoming year is nil (2002 - \$ NIL)

The Group has no other capital commitments

Capital Expenditure Commitments

There are none.

	Consolidated		Company
	2003	2002	2003	2002
	S	S	S	S
Operating Lease Commitments
Within one year	74.040	31,140	31.140	31,140
One year or later and no later than five	73.745	49.305	18.305	49,305
years
	147.785	80.445	49.445	80,445

EMPLOYEE BENEFITS 26.

The company contributes to a defined contribution Superannuation fund and makes contributions on behalf of employees at the rate of 9%.

27. SEGMENT REPORTING

Primary Segment Reporting:- Business Segment	Consolidated
Segment Revenue:	2003 \$	2002 S
Medical Monitoring and Diagnostic Services	590,320	296,587
Mining Exploration	235.750
Total Segment Revenue	826.070	296,587
Unallocated Revenue	95.178	52,376
Total Revenue	921,248	348,963
(There are no inter-segment revenues)
Segment Result:
Medical Monitoring Diagnostic Services	(3,042,202)	(3,658,115)
Mining Exploration	(10,000)	(82, 890)
Segment result	(3,052,202)	(3,741,005)
Share of net profit of equity accounted investment
Unallocated corporate expenses
Loss fromordinary activities before income tax	(3,052,202)	(3,741,005)
Income tax benefit.
Net loss	(3,052,202)	(3,741,005)
Depreciation and amortisation of fixed assets - Medical
Monitoring and Diagnostic Services	157,050	133,444
Depreciation and amortisation of fixed assets - Mining Exploration

NOTES TO THE FINANCIAL STATEMENTS

	Consolidated
	2003	2002
Amortisation of intangibles - Medical Monitoring and
Diagnostic Services	1,158,699	1,119,892
Segment Assets:
Medical Monitoring Diagnostic Services	9,093,013	9,556,814
Mining Exploration	5,000	240,750
Total Assets	9,098,013	9,797,564
Segment Liabilities:
Medical Monitoring Diagnostic Services	2,919,708	1,445,057
Mining Exploration
Unallocated corporate liabilities
Total Liabilities	2,919,708	1,445,057
Secondary Segment Reporting:- Geographical
Segment Revenue:
Australia	724,905	292,945
USA	18,181	3,642
UK	178,162
Total Revenue	921,248	296,587
Segmented Assets by Location of Assets
Australia	9,075,586	9,783,968
USA	13,427	13,596
Total Assets	9,089,013	9,797,564

NOTES TO THE FINANCIAL STATEMENTS

28.		REMUNERATION OF DIRECTORS & EXECUTIVES			Consolidated	Company
				2003 S	2002 S	2003 \$	2002 S
	(a)	Amounts paid or payable, or otherwise made available, to all Directors of the Company and Controlled Entities from the Company or any related party.		347,372	368,400	347,372	368,400
	(b)	Number of Directors (including Executive Directors) of the parent entity whose total income falls within the following bands:
		\$10,000	\$19,000 $\overline{\phantom{a}}$		2		2
		\$20,000	\$29,999 $\overline{\phantom{a}}$
		\$30,000	\$39,000 $\overline{\phantom{a}}$		2		2
		\$120,000	\$129,999 $\overline{\phantom{a}}$		1*		$1*$
		\$130,000	\$139,999 $\sim$		1∗		$1*$
		\$140,000	\$149,999 $\omega$	2*		2*

$(c)$ Executives' Income

There are no executive officers of either the Company or its controlled entities, other than Executive Directors whose income is shown above in Directors' remuneration, whose remuneration from the Company or related parties, and from entities in the Consolidated Entity, exceeds \$100,000. Total remuneration of Executive Directors amounted to \$299,372.

* Executive Directors

NOTES TO THE FINANCIAL STATEMENTS

OTHER RELATED PARTY DISCLOSURES 29.

Directors

The names of each person holding the position of Director of the chief entity during the financial year are Messrs J A Goldberg,

J Genner, H Platt and A M Shell.

Particulars of Directors' remuneration are disclosed at note 27.

Interests in the Company held by the Directors, directly and indirectly, at balance date are as follows:

	2003		2002
	Shares	Options	Shares	Options
J A Goldberg	8,698.574	966.540	3,525,717	1,606,050
J Genner	6.315.926	2,068,900	6,315,926	2,068,900
H Platt	18,105,979	6,290,725	18,105,979	6,290,725
A M Shell	18,105,979	6,290,725	18,105,979	6,290,725

Related Party Transactions

• During the financial year \$149,397, (2002: \$136,596) was paid for consultancy services provided in the normal $(a)$ course of business to Morgan Tomas Maxwell Pty Ltd, a company associated with Mr. H. Platt,
• During the financial year \$149,975 (2002: \$127,250) was paid for consultancy services provided in the normal $(b)$ course of business to Kaitek International Pty Ltd, a company associated with Dr. A. M. Shell.
• $(c)$ A loan remains outstanding to a related party of Mr H. Platt and Dr. A. Shell to the amount of \$50,100. This loan was made to Heart Monitors Pty Ltd prior to the acquisition by the company. This loan was repaid subsequent to year end. No interest was paid.

NOTES TO THE FINANCIAL STATEMENTS

			Consolidated		Company
			2003	2002	2003	2002
			S	\$	\$	S
30.		NOTES TO THE STATEMENT
		OF CASH FLOWS
	(a)	Reconciliation of Cash
		Cash on hand	89,773	188,464	82,069	176,689
			89,773	188,464	82,069	176,689
	(b)	Reconciliation of Operating Loss After Income Tax to Net Cash Used in Operating Activities
		Operating loss after income tax Add/(less) non-cash items:	(3,052,202)	(3,741,005)	(1,706,489)	(1,577,591)
		Unrealised foreign exchange loss	19,909		225,501
		Amortisation/Depreciation fixed of assets	157,050	133,444	94,975	86,162
		Amortisation of intellectual property capitalised research and and
		development Amortisation of goodwill on	631,767	592,960	38,807
		acquisition	526,932	526,932
		Net Cash Used In Operating Activities before Changes in Assets & Liabilities	(1,716,544)	(2,487,669)	(1,347,206)	(1,491,429)
		Changes in Assets & Liabilities
		during the Financial Year:
		(Increase) in trade and other
		receivables	(105, 439)		(58,901)
		Increase in unearned income	93,640		93,640
		(Increase)/decrease in
		prepayments/debtors	(377,605)	100,516	(377, 611)	(32,002)
		Increase/(decrease) in trade creditors	122,673	(51,788)	62,245	401,995
		Increase/(decrease) in provision for
		employee benefits	18,614	4,673	18,614	4,673
		Increase in inventories	67,774	(505, 299)	(4,826)	(394, 507)
		Other	1,617	(30,261)	1,617	(30,261)
		Net Cash Used In Operating Activities	(1,895,270)	(2,969,828)	(1,612,428)	(1, 541, 531)
					Consolidated
					2003	2002
31.		EARNINGS PER SHARE (EPS)
		Basic earnings per share (cents per share)			(1.9)	(2.7)
	(a)	Weighted average number of ordinary shares
		outstanding during the year used in the calculation of basic EPS			164,754,560	138,480,042

ś

NOTES TO THE FINANCIAL STATEMENTS

$(b)$ The weighted average number of shares in the 2003 year has been calculated based on the number of shares outstanding prior to the capital reconstruction, which occurred shortly before the end of the period. The 79,430,413 share options on issue have not been included in the diluted EPS calculation as the options are not considered dilutive at reporting date.

FINANCIAL INSTRUMENTS 32.

Interest Rate Risk $(a)$

The consolidated entity's exposure to interest rate risk, which is the risk that a financial instrument's value will fluctuate as a result of changes in the market, interest rates and the effective weighted average interest rates on those financial assets, is set out below:

		Weighted Average Interest Rate $(\%)$	Variable		Fixed Interest Rate Maturity		Non-
			Interest	Less than 1 Year	1 to 5 Years	More than 5 Years	Interest Bearing	Total
2003
Financial Assets
Cash							89,773	89,773
Prepayments							413,171	413,171
Trade Debtors							58,901	58,901
	Total						561,845	561,845
Financial Liabilities
Unearned Income							93,640	93,640
Creditors							561,003	561,003
Lease liabilities		7.95		122,783	162,532			285,315
Borrowings unsecured		$\overline{\phantom{0}}$					483,789	483,789
Govt. R&D Start Loan		3.02	545,436					545,436
Secured loans		7.95		203,879	63,362			267,241
Line of Credit		9.00	659,998					659,998
Employee entitlements							23,287	23,287
	Total		1,205,434	326,662	225,894	$\overline{\phantom{a}}$	1,161,719	2,919,709
2002
Financial Assets
Cash Debtors							188,464	188,464
							45,790	45,790
Financial Liabilities	Total						234,254	234,254
Trade Payables							493,267	493,267
Employee Provisions		5.00					4,673	4,673
Lease Liabilities		8.15		84,089	161,340			245,429
Borrowing							211,188	211,188
Government R&D Start Loan		3.02	490,500	$\overline{\phantom{a}}$		$\overline{\phantom{a}}$		490,500
	Total		490,500	84,890	161,340	$\overline{\phantom{a}}$	709,128	1,445,057

NOTES TO THE FINANCIAL STATEMENTS

FINANCIAL INSTRUMENTS (Continued) 32.

$(b)$ Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security at the balance date, to recognised financial assets is the carrying amount, net of any provisions for doubtful debts, as disclosed in the Statement of Financial Position and notes to the financial statements.

The consolidated entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by it.

Net Fair Values $(c)$

Methods and assumptions used in determining net fair value:

For assets and other liabilities, the net fair value approximates their carrying values. No financial assets and financial liabilities are readily traded on organised markets in standardised form, other than listed investments. The consolidated entity has no financial assets where the carrying amount exceeds net fair values at balance date.

The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the Statement of Financial Position and in the notes to and forming part of the financial statements.

$(d)$ Financing Arrangements

The Company has arranged a 'line of credit' facility (\$660,000), with Provident Trade Capital Limited, which has been fully drawn to fund inventory manufacture.

		Consolidated		Company
	Note	2003	2002	2003	2002
		S	S	S	S
33.	FINANCE LEASES COMMITMENTS
	Finance leases commitments are payable
	Within one year	140,599	100,157	96,707	100,157
	One year or later and no later than five years	173,222	174,589	80,743	174,589
	Later than five years
	Less: Future lease finance charges	(28,506)	(29,317)	(13,800)	(29,317)
		285,315	245,429	163,650	245,429
	Lease liabilities provided for in the financial statements
	Current	122,783	84,089	87,087	84,089
	Non-current	162,532	161,340	76,563	161,340
		285,315	245,429	163,650	245,429
34.	AUDITOR'S REMUNERATION
	Audit and review of Financial Reports Other services	51,100	59,000	51,100	59,000
		51.100	59.000	51.100	59.000

NOTES TO THE FINANCIAL STATEMENTS

35. DISCONTINUED OPERATIONS

In the prior year, the Board announced its plan to discontinue its mining and exploration operations on the grounds that it did not make commercial sense to continue activities that are not complimentary to the company's change of direction. This was communicated to shareholders in the prospectus dated 7 May 2001.

The remaining mining and exploration assets currently held by the Company have been offered for sale, with the proceeds used to further assist the Medical Monitors business.

Financial information for the mining segment has been disclosed in Note 22.

36. EMPLOYEE SHARE PLAN

The 2002 Annual General Meeting approved an Employee Share Plan, to date no shares have been issued under this plan.

37. EVENTS SUBSEQUENT TO REPORTING DATE

The company received \$44,107 in July 2003, from US based Biovail Pharmaceuticals as an initial payment for an evaluation trial in the USA.

A private placement has been finalised to 31 August 2003, under Listing Rule 7.1, totalling \$1,325,000 for fully paid ordinary shares issued at \$0.08 per share.

DIRECTORS' DECLARATION

In the opinion of the Directors of Medical Monitors Limited ("the Company"):

• The financial statements and notes, set out on pages 12 to 39, are in accordance with the Corporations Act 2001. $(a)$ including:
• $(i)$ . giving a true and fair view of the financial position of the Company and Consolidated Entity as at 30 June, 2003, and of their performance, as represented by the results of their operations and their cash flows, for the year ended on that date; and
• $(ii).$ complying with Accounting Standards and the Corporations Regulations 2001; and
• (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Dated this 26^th day of September 2003

Signed in accordance with a resolution of the Directors.

Dr. Allan Shell Managing Director

Independent audit report to the members of Medical Monitors Limited

Scope

We have audited the financial report of Medical Monitors Limited for the financial vear ended 30 June 2003, consisting of the statements of financial performance, statements of financial position, statements of cash flows, accompanying notes 1 to 37, and the directors' declaration, set out on pages 12 to 39. The financial report includes the consolidated financial statements of the consolidated entity, comprising the Company and the entities it controlled at the end of the year or from time to time during the financial year. The Company's directors are responsible for the financial report. We have conducted an independent audit of this financial report in order to express an opinion on it to the members of the Company.

Our audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements in Australia and statutory requirements so as to present a view which is consistent with our understanding of the Company's and the consolidated entity's financial position, and performance as represented by the results of their operations and their cash flows. The audit opinion expressed in this report has been formed on the above basis.

Audit opinion

In our opinion, the financial report of Medical Monitors Limited is in accordance with:

• a) the Corporations Act 2001, including:
• i. giving a true and fair view of the Company's and the consolidated entity's financial position as at 30 June 2003 and of their performance for the financial year ended on that date; and
• ii. complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
• b) other mandatory professional reporting requirements in Australia.

Inherent uncertainty regarding continuation as a going concern

Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of matters described by the Directors in Note 1(a), there is inherent uncertainty surrounding the ability of the Company and the consolidated entity to continue as a going concern and therefore realise their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report.

Should the Company and the consolidated entity be unable to achieve the objectives referred to in Note 1(a), the Company and the consolidated entity may not be able to realise the full value of their assets and extinguish their liabilities in the normal course of business and at the amounts stated in the financial report.

KPMG

J W Wigglesworth Partner

Place: Sydney Date: 26^th September 2003

TENEMENT SUMMARY

PROJECT	TENEMENT NUMBER	INTEREST OWNED/BEING EARNED
Cave Rock	E15/338 P15/3594	100% 25%

The consolidated entity's exploration properties may be subject to claim(s) under native title or contain sacred sites or sites of significance to Aboriginal people. As a result, exploration properties or areas within the exploration and/or mining restrictions.

ADDITIONAL INFORMATION

This information is included in accordance with the listing requirements of the Australian Stock Exchange Limited (the ASX).

$\mathbf{1}$ . SHAREHOLDING AT 1 SEPTEMBER 2003

$(a)$ Distribution of Shareholders

Size Of Holding	Number Of Holders	Shares Held
1.000. ۰	285	170,433
1.001 5.000 -	1.167	3,524,410
5,001 10,000 -	583	4,607,108
10,001 100,000 ÷	1.154	38,905,669
100,001 Over	197	134,435,294
	3.386	181,642,914

There were 1,498 shareholders who held less than a marketable parcel.

$(b)$ Twenty largest shareholders

	Number of
Shareholder	Ordinary Fully	% Interest
	Paid Shares Held
And Technologies Pty Ltd	18,100,829	9.97
Harry Platt	12,881,195	7.09
Allan Shell	12,881,195	7.09
Nouse Pty Ltd	6,315,926	3.48
Drawgrove Pty Limited	6,164,288	3.39
Kaitek International Pty Ltd	5,224,784	2.88
Morgan Tomas Maxwell	5,224,784	2.88
Yarandi Investments Pty Ltd	5,101,358	2.81
Goulburn Beer Wine & Spirits Supply Pty Ltd	2,250,000	1.24
John Stark	2,059,436	1.13
Robert A. Hannam	1,745,357	0.96
Chriswall Holdings Pty Ltd	1,728,511	0.95
Hillridge Pty Ltd	1,660,000	0.91
Chepan Pty Ltd	1,571,439	0.87
Gerandasi Holdings Pty Ltd	1,482,007	0.82
Gateway Mining NL	1,328,001	0.73
D & D Tolhurst Limited	1,277,500	0.70
Allan Dale Holdings Pty Ltd	1,174,088	0.65
ANZ Nominees Limited	1,029,878	0.57
Everken Pty Ltd	1,021,380	0.56
	90,221,956	49.68

Substantial Shareholders

The substantial shareholders of the Company as defined by Section 9 of the Corporations Act 2001:

And Technologies Pty Ltd

$\overline{2}$ . OPTIONHOLDINGS AT 1 SEPTEMBER 2003

$(a)$ Distribution of Optionholders: Exercisable on or before 30 June 2005

	Size Of Holding	Number Of Holders	Options Held
	1.000 $\overline{\phantom{0}}$	636	338,185
1,001 5,001	5.000 $\qquad \qquad -$ 10,000	1.537 461	3,825,858 3,456,387
10,001	$\overline{\phantom{a}}$ 100,000 ÷	762	21,001,165
100,001 $\overline{\phantom{a}}$	Over	101	50,809,118
		3,497	79,430,713

$(b)$ Twenty largest Optionholders: Exercisable on or before 30 June 2005

Optionholder	Number of Options	% Interest
	Held
And Technologies Pty Ltd	6,288,150	7.92
Harry Louis Platt	4,475,350	5.63
Allan Michael Shell	4,475,350	5.63
Commonwealth Custodial Services Ltd	2,469,333	3.11
Nouse Pty Ltd	2,193,900	2.76
Hillridge Pty Ltd	1,840,440	2.32
Kaitek International Pty Ltd	1,815,375	2.29
Morgan Tomas Maxwell	1,815,375	2.29
D & D Tollurst Ltd	1,477,500	1.86
Shero Investments Pty Ltd	1,005,600	1.27
Goulburn Beer Wine & Spirits Supply Pty Ltd	750,000	0.94
Moside Pty Limited	625,000	0.79
Penelope Pringle	625,000	0.79
S. Karapanagiotidis & M. O'Brien	605,000	0.76
Drawgrove Pty Ltd	602,550	0.76
News Real Estate Pty Ltd Super Fund	600,000	0.76
Gurravembi Investments Pty Ltd Super Fund	585,938	0.74
Paul Douglas Sanders	557,944	0.70
Helmut Rocker	529,938	0.67
Luke Edward Pearson	520,231	0.65
	33,857,974	42.64

3. VOTING RIGHTS

• At meetings of members each member entitled to vote can vote in person by proxy or attorney or, in the $(a)$ case of a member which is a body corporate, by a representative duly authorised.
• On a show of hands every member entitled to vote can be present in person or by proxy or attorney or a $(b)$ representative duly authorised shall have one (1) vote for each fully paid share of which he is a holder.
• On a poll every member entitled to vote and be present in person or by proxy or attorney or representative $(c)$ duly authorised shall have one (1) vote for each fully paid share of which he is a holder.

$\overline{4}$ . AUDIT COMMITTEE

At the reporting date, an audit committee of the Board of Directors exists and comprises two non-executive directors.

RETIREMENT BENEFITS 5.

The Company and its subsidiaries have no contingent liability for termination benefits under service agreements with Directors and persons who take part in the management of the Company as at balance date.

SECURITIES SUBJECT TO ESCROW 6.

As at July 19, 2003, there were no issued securities subject to escrow.