REDCASTLE RESOURCES LIMITED — Annual Report 2009

Mar 30, 2011

GRP CORPORATION LIMITED (formerly Great Pacific Capital Limited) ABN 57 096 781 716 AND ITS CONTROLLED ENTITIES FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2009

CONTENTS

Page No.

Corporate Governance Statement	1
Directors' Report	7
Auditor's Independence Declaration	14
Income Statement	15
Balance Sheet	16
Statement of Changes in Equity	17
Cash Flow Statement	18
Notes to the Financial Statements	19
Directors' Declaration	41
Independent Auditors' Report	42
Shareholder Information	45

GRP Corporation Limited (formerly Great Pacific Capital Limited) is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 2, 350 Kent Street, Sydney, NSW 2000. The previous registered office and place of business was level 23, 123 Pitt Street, Sydney NSW 2000.

CORPORATE GOVERNANCE STATEMENT

Background

The Board of Directors of GRP Corporation Limited (formerly Great Pacific Capital Limited) is responsible for the Corporate Governance of GRP Corporation Limited and its controlled entities. The Board guides and monitors the business and affairs of the group on behalf of the shareholders by whom they are elected and to whom they are accountable.

The GRP Corporation Limited Corporate Governance Statement on the governance practices adopted by the Company is structured with reference to the ASX Corporate Governance Council's Principles and Recommendations. The practice are summarised below.

The Board is committed to improving its corporate governance practices and embracing the principles put out by the ASX Corporate Governance Council, however the Board is of a view that the adoption of the practices and principles should be in line with the growth in size, changes in the nature and increase in complexity of the Company's business.

The Board aims to achieve all of the Best Practice Recommendations in stages as the Company grows and its circumstances change over time. As reported in the current years' and previous years' annual report, the Company has been concentrating on its efforts to restore the financial position of the Company and does not have sufficient resources to adopt and improve its corporate governance practices at present.

A number of the principles previously adopted by the company were not consistently adhered to during the period from February 2008 to December 2010. During this period, the company was suspended from quotation from the ASX (May 2008) and was placed in voluntary administration in May 2010. It is the Boards intention to apply all principals previously adopted on the resumption of quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the company grows and its circumstances change over time.

Principle 1: Lay solid foundations for management and oversight

For the reasons outlined above, this principle previously adopted by the company was not consistently adhered to during the period from February 2008 to December 2010.

On resumption of quotation of GRP's securities on the ASX, it is Board's intention to ensure the Company is structured such that there are clearly defined roles, segregation of duties and responsibilities and approved levels of authority between the management and the governance of the company. The Board will set the overall corporate governance policy for the company including determining the strategic direction, establishing policies and goals for management and monitoring the achievement of them. The Board will delegate responsibility for the day to day management of the company to the Chief Executive Officer and the senior executive team.

The key responsibilities of the Board will include:

• setting the long-term strategy and annual business plan including objectives and milestones to be achieved;

• evaluating capital, cash and operating risk budgets and making appropriate recommendations on an annual basis;

• reviewing and approving the company's financial, strategic and operational goals and assessing key business developments as formulated by management in line with the objectives and goals set by the Board;

• monitoring the performance of the company against the financial objectives and operational goals set by the Board and reviewing the implementation of Board approved strategies;

• assessing the appropriateness of the skill sets and the levels of experience of the members of the Board, individually and as a whole and selecting new members to join the Board when a vacancy exists;

• appointing, removing and determining the terms of engagement of the Directors, Chief Executive Officer and Company Secretary;

• overseeing the delegation of authority for the day to day management of the company;

• ensuring that the risk management systems, financial reporting and information systems, personnel, policies and procedures are all operating efficiently and effectively by establishing a framework of internal controls and compliance;

• reviewing major contracts, goods or services on credit terms, acceptance of counter-party risks and issuing guarantees on behalf of the company;

• approving the capital structure and major funding requirements of the company;

• making recommendations as to the terms of engagement, independence and the appointment and removal of the external auditors;

• setting the Code of Conduct for the company and ensuring that appropriate standards of corporate governance and ethics are effectively communicated throughout the company and complied with;

• reviewing the adherence by each director to the Directors' Code of Ethics;

• establishing policies to ensure that the company complies with the ASX Continuous Disclosure Policy;

• approving the company's half year and full year reports to the shareholders, ASX and ASIC; and

• ensuring that recruitment, retention, termination, remuneration, performance review and succession planning policies and procedures are in place and complied with.

Principle 2: Structure the Board to add value

For the reasons outlined above, this principle previously adopted by the company was not consistently adhered to during the period from February 2008 to December 2010.

The Board is presently structured to maximise value to the company and the shareholders. The Board is of a size and composition that is conducive to making decisions expediently, with the benefit of a variety of perspectives, experiences and skills.

Board composition

The Board is composed of three directors. The skills, experience and expertise relevant to the position of Director held of each Director in office at the date of the annual report are included in the Directors Report.

It is noted that the Company's board composition is not in keeping with the commentary and guidance to Best Practice Recommendations 2.1. The Board is of the opinion that the current stage of uncertainty in relation to the future operation of the company requires the company to have a board, which has more of a hands-on and technical experience in order to stabilise the company. However, the board is committed to follow the guidance to Best Practice Recommendations 2.1 by appointing independent directors to the Board once the future direction of the company is resolved.

The Board has determined that there are sufficient appropriate alternative governance measures in place to ensure that non compliance with the recommendations does not give rise to undue risk or other material concerns relating to the management and oversight of the Company.

Term of office

The members of the Board are elected by the shareholders to ensure that the Board has the appropriate mix of expertise and experience.

In accordance with the Corporations Act 2001, if a person is appointed as Director during the year, the Company must confirm appointment by resolution at the Company's next Annual General Meeting.

One-third of the Board retires and make themselves available for re-election at the following AGM, with the exception of the Chief Executive Officer. No director, with the exception of the Chief Executive Officer, is allowed to retain office for more than 3 years without submitting himself or herself for re-election.

When a vacancy exists on the Board, the Board appoints the most suitable candidate from a panel of candidates, who then must stand for election at the next Annual General Meeting if he or she wishes to continue as a member of the Board in the following year.

Personal interests & conflicts

Directors must not take advantage of their position as directors and must not allow their personal interests, or the interests of any associated person to interfere or exert undue influence on their conduct or decisions as a director.

Directors also have a duty to avoid conflicts of interest between the best interests of the company and their own personal or commercial interests. Conflicts of interest can be either actual or potential. If a conflict of interest arises, directors must disclose their interests to the Board immediately. The directors concerned must not be present at the meeting while the matter is being considered and must not be allowed to vote on the matter either.

Independent professional advice

There are procedures in place, agreed by the Board, to enable directors in furtherance of their duties to seek independent professional advice at the company's expense.

Board Standing Committees

Due to the size of the Company and present uncertainties the Board has decided not to formally establish a Nomination Committee.

Although the board established an Audit and Risk Management Committee, at the date of this report, the company has not appointed any member to the Committee and as such, the responsibilities and duties of this Committee were taken up by the Board during the year. The small size and the hands on approach of the Board enable it to handle particular issues relevant to verifying and safeguarding the integrity of the company's financial reporting with the same efficiency as an Audit and Risk Management Committee.

Consequently the Company does not comply with Best Practice Recommendations. However the Board will keep this position under review.

Summary

In summary, the Company does not meet the requirements of Principle 2 of the Corporate Governance Guidelines in that:

• (i) The Board does not comprise a majority of independent Directors;
• (ii) The Chairperson is not an independent Director;

As explained throughout this section, the Board feels that at the present time each of the recommendations is not cost effective for adoption in a small public company such as GRP Corporation Limited. However the Board will constantly monitor and review the situation.

Principle 3 and 10: Promote ethical and responsible decision-making and recognise the legitimate interests of stakeholders

For the reasons outlined above, this principle previously adopted by the company was not consistently adhered to during the period from February 2008 to December 2010.

Code of Conduct & Ethics

The company has a Code of Conduct, which sets the standards in accordance with which each director, manager and employee of the company is expected to act. The code is communicated to all levels of the company and deals with areas such as professional conduct, customers/consumers, suppliers, advisers/regulators, competitors, the community and the employees.

In addition to the Code of Conduct, the company also has a Directors' Code of Ethics, which sets out particular issues relevant to directors' obligations to the company.

Share trading policy

The constitution permits directors, senior executives and other officers of the company to trade in company shares as long as they comply with the company's Share Trading Policy. The Share Trading Policy is a code that is designed to minimise the potential for insider trading.

Directors must notify the Chairman of the Board, before they buy or sell shares in the company. If the Chairman of the Board intends to trade in the company shares, the Chairman of the Board must give prior notice to the Chairman of the Audit & Risk Management Committee. The details of the share trading must be given to the Company Secretary who must lodge such details of such changes in with the ASX.

Senior executives must give prior notice to the Chief Executive Officer, while other officers must notify the Company Secretary, before trading in the company shares and details of all such transactions must be given, in writing, to the Company Secretary within 7 business days.

Any changes in substantial shareholding of the directors, senior executives or other officers must be reported to the ASX within 2 business days of such trading. The policy also recommends that trading in the company shares only occur in the following trading windows:

• 30 days after the announcement of the company's half year results; and
• 30 days after the announcement of the company's full year results.

Principle 4: Safeguard integrity in financial reporting

For the reasons outlined above, this principle previously adopted by the company was not consistently adhered to during the period from February 2008 to December 2010.

It is the Board's responsibility to ensure an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records and the reliability of financial information as well as non financial considerations such as benchmarking of operational key performance indicators.

Executive Certification

Historically, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are required to and have provided assurance to the Board stating that the financial statements and reports of the Company:

• Present a true and fair view, in all material respects, of the operating results and financial condition in accordance with the Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001;
• Are founded on a system of risk management and internal compliance and control, and these are operating efficiently and effectively in all material aspects.

However, as stated in page 3, the principles previously adopted by the company were not adhered to during the period from February 2008 to December 2010 – including the requirement to obtain assurance from the CEO and the CFO that the financial statements present a true and fair view, in accordance with the Australian Accounting Standards and are founded on a system of risk management and internal compliance and control. It is the Boards intention to apply all principles previously adopted on the resumption of quotation on the ASX - including the requirement to obtain assurances from the CEO and the CFO in relation to the financial statements, systems of risk management and internal controls - in stages as the company grows and its circumstances change over time.

Audit & Risk Management Committee – audit responsibilities

Historically, the Board had an Audit & Risk Management Committee, which operates under a charter approved by the Board. It is the Board's responsibility to ensure an effective internal control framework exists within the entity.

At the date of this report, the company has not appointed any member to the Audit & Risk Management Committee and as such, the responsibilities and duties of this Committee were taken up by the Board during the year. The small size and the hands on approach of the Board enable it to handle particular issues relevant to verifying and safeguarding the integrity of the company's financial reporting with the same efficiency as an audit committee.

The Board had previously adopted a formal charter for the Audit & Risk Management Committee to reflect the matters set out in the commentary and guidance to Best Practice Recommendation 4.2. The Board is aware that the small size of the current Board and the absence of independent Directors do not allow the Board to structure the Audit & Risk Management Committee in accordance to the commentary and guidance to Best Practice Recommendation 4.3, but is committed to follow the recommendation once independent directors are appointed in the future.

Principle 5: Make timely and balanced disclosure

Historically, the company's market disclosure policy is to ensure that shareholders and the market are fully informed of the company's strategy, performance and details of any information or events that could be material to the value of the company's securities. The company is committed to ensuring that all information that may have a material impact on the company's share value is disclosed to the market in a timely and balanced manner.

The Chief Executive Officer and the Company Secretary, in consultation with the Board, are responsible, for the review, authorisation and disclosure of information to the ASX and for overseeing and coordinating information disclosures to the ASX, shareholders, brokers, analysts, the media and the public.

The company ensures that it also complies with the requirements of the Listing Rules of the Australian Stock Exchange ("ASX") and the Corporations Act in providing information to shareholders through:

• The half-yearly report to the ASX;
• The annual Report which is distributed to the ASX and to shareholders prior to the AGM;
• The AGM and other meetings called to obtain approval from shareholders where appropriate;
• Ad-hoc releases to the ASX as required under the ASX Listing Rules.

However, for the period February 2008 to December 2010, the company did not comply with this principle in a timely manner. Half yearly reports of the periods December 2008 and December 2009 are anticipated to be reported to the ASX in March 2011. The annual reports for the years ending June 2008, June 2009 and June 2010 are anticipated to be distributed to the ASX in March 2011. The AGM for years June 2008, June 2009 and June 2010 are anticipated to be held in May 2011.

It is the Boards intention to apply all principles previously adopted in a timely manner on the resumption of quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the company grows and its circumstances change over time.

Principle 6: Respect the rights of shareholders

Communication to shareholders

The Company recognises the rights of its shareholders and other interested stakeholders to have easy access to balanced, understandable and timely information concerning the operations of the Group. The Chief Executive Officer and the Company Secretary are primarily responsible of ensuring communications with shareholder are delivered in accordance with this strategy and with our policy of continuous disclosure.

The Company strives to communicates with shareholders and other stakeholders in a regular manner as outlined in Principle 5 of this statement. However as noted in page 3, in the period from February 2008 to December 2010 the company did not communicate with shareholders and other stakeholders in a timely manner.

The Board encourages participation of shareholders at the Annual General Meeting or any other shareholder meetings to ensure a high level of accountability and identification with the Company's strategy and goals. Shareholders are requested to vote on the appointment and aggregate remuneration of Directors, the granting of options and shares to Directors, issue of shares and changes to the constitution.

Annual General Meeting

Historically, the Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the company's strategy and goals.

The Board has also requested representatives from Hall Chadwick, the company's external auditor, to be present at the Annual General Meeting to answer questions that shareholders might have about the scope and conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company and the independence of the auditor.

It is the Boards intention to apply all principles previously adopted on the resumption of quotation on the ASX and implement all of the Best Practice Recommendations in stages as the company grows and its circumstances change.

Principle 7: Recognise and manage risk

Risk management responsibilities

The Company's risk management framework is designed to indentify, assess, monitor and manage material business risks, both financial and non financial, to minimise their impact on the achievement of organisational goals.

As no member has been appointed to the Audit & Risk Management Committee, the board is responsible for reviewing and ratifying the system of risk management, internal compliance and control, codes of conduct and legal compliance.

Historically, the Board delegates to the Chief Executive Officer and the Chief Financial Officer the responsibilities for the establishment, implementation and maintenance of the system of risk management including measures of its effectiveness.

In the period February 2008 to December 2010, the Board did not receive a report from management as required under section 295A of the Corporation Act that the Company's risk management framework is effective for the Company's purpose.

As disclosed on page 3, the principles previously adopted by the company were not always adhered to during the period from February 2008 to December 2010. It is the Boards intention to apply all principles previously adopted on the resumption of quotation on the ASX and achieve all of the Best Practice Recommendations in stages as the company grows and its circumstances change over time.

Principle 8: Encourage enhanced performance

As stated above, principles previously adopted by the company were not always adhered to during the period from February 2008 to December 2010.

Performance evaluation

The Board has responsibility with respect to the following functions:

• develop policies and procedures to identify, assess and enhance the skills, expertise and competencies of the directors individually and the Board as a whole; and
• develop a process and establish the criteria for evaluating the performance of the directors and the Board as a whole;

Monthly financial results

Historically, the Chief Financial Officer distributes the monthly financial results of the company to members of the Board before each monthly Board meeting. This ensures the Board is kept up to date with all the necessary information to effectively discharge their duties in its discussions and deliberations. The Board is also free to meet and question individual members of management to clarify issues on any matter pertaining to the Company.

However, as previously stated the principles, previously adopted by the company were not always adhered to during the period from February 2008 to December 2010 – including the provision of monthly reports. It is the Boards intention to apply all principles previously adopted – including distribution of monthly results before each board meeting - on the resumption of quotation on the ASX and implement all of the Best Practice Recommendations in stages as the company grows and its circumstances change.

Director induction and training

New directors will be provided with an induction program to introduce them to the company structure, culture and business operations.

Directors are also encouraged to undertake continuous professional development, at the company's expense, to keep their skills up to date.

Principle 9: Remunerate fairly and responsibly

Remuneration responsibilities

The Company's remuneration policy is disclosed in the Directors' Report. The policy has been set out to ensure that the performance of Directors, key executives and staff reflect each person's accountabilities, duties and their level of performance, and to ensure that remuneration is competitive in attracting, motivating and retaining staff of the highest quality. A program of regular performance appraisals and objective setting for key executives and staff is in place. These annual reviews take into account individual and company performance, market movements and expert advice.

The Board determines any changes to the remuneration of key executives on an annual basis.

The Board determines and reviews compensation arrangements for the directors and the executive team.

DIRECTORS' REPORT

The Directors present their report on the consolidated entity consisting of GRP Corporation Limited (formerly Great Pacific Capital Limited) and the entities it controlled. The following persons held office as Directors at any time during or since the end of the financial year.

The details of each of the three Directors' position, date of appointment, qualifications, experience and expertise and assessment of independence is listed in the table below.

Mark Rowbottam	Chairman (Non Executive) appointed 4 November 2010
Qualifications:	Mr Rowbottam has undergraduate science qualifications and a Master of BusinessAdministration with specialties in corporate administration and marketing. He is aFellow of the Securities Institute of Australia and active member of the CharteredSecretaries Australia
Special Responsibilities	Chairman of the board
Interest in Shares & Options:	33,333,334 (13.8% of total share capital) and Nil Options
Experience:	Mr Rowbottam is an experienced corporate executive, advisor and companydirector. Mr Rowbottam has more than 15 years experience in the corporate financearena and has been involved in a number of ASX capital raisings, mergers /acquisitions and corporate transactions in the energy and mineral resources sector.He is the Managing Director of Allegra Capital Pty Ltd.
Directorships held in Other ListedEntities	Mr Rowbottam is non executive director of Latin Resources Limited.
Miguel Laborde	Director (Non Executive) - appointed 4 November 2010
Qualifications:	Miguel Laborde holds qualifications in Marketing and information systems
Special Responsibilities	Director
Interest in Shares & Options:	33,333,333 (13.8% of total share capital) Nil Options
Experience:	Miguel Laborde has consulted to many public company assisting in marketing andcorporate development specializing in healthcare, IT and the resource sector. Hebrings a wealth of experience in mergers and acquisitions and has a large networkof business associates.
Directorships held in Other ListedEntities	None
Steve Nicols	Director (Non Executive) and Company Secretary - appointed 4 November 2010
Qualifications:	B Com, CPA
Special Responsibilities	Director and Company Secretary
Interest in Shares & Options:	33,333,333 (13.8% of total share capital) Nil Options
Experience:	Steve Nicols is the principal of Nicols and Brien, a specialised accounting practicewith offices in Sydney and Wollongong. He provides advice to businesses for thepurposes of reconstruction or profit enhancement. He has over 25 years experiencein this field. He has recapitalised 7 ASX listed companies recently.
Directorships held in Other ListedEntities	Previous directorships of ASX Listed companies include Tangiers Petroleum Ltd,Resource Star Ltd, FTD Corporation limited and Blackrest Resources Ltd. He is acurrent director of Welcome Stronger Mining Limited and RKS Consolidated Ltd.

Alfred Wong	Non Executive Chairman-removed 4 November 2010
Special Responsibilities	Chairman of the board until removal
Interest in Shares & Options:	750,000 shares (0.31% of total share capital) Nil Options
Experience:	Alfred is the founder and the Managing Director of the Great Pacific Financial Group,a private financial institution with over 10 years experience in property investmentbanking. Alfred has also held a number of executive management positions in leadingfinancial institutions and banks in Australia, including Capita Financial Group andState Bank NSW.
Directorships held in OtherListed Entities	Mr Wong is the non executive chairman of Qmastor Limited an ASX listed companyand the Chairman of Green Pacific Energy Limited (in liquidation).
Danny Au-Yeung	Chief Executive Officer resigned 5 March 2010
Special Responsibilities	Chief Executive Officer until resignation
Interest in Shares & Options:	750,000 shares (0.31% of total share capital) Nil Options
Experience:	Danny brings with him 20 years of experience in the financial industry, having heldsenior positions in Ernst & Young and Capita Financial Group. He is highlyexperienced in the structuring of subordinated financing structures for properties andinfrastructure projects.
Directorships held in OtherListed Entities	Danny is a non executive director of Green Pacific Energy Limited (in liquidation),an ASX listed company.
Ivan Wong	Director (Non Executive) removed 4 November 2010
Special Responsibilities	Director (Non Executive) until removal
Interest in Shares & Options:	250,000 shares (0.10% of total share capital) Nil Options
Experience:	Ivan is an IT specialist. He has extensive experience in the mortgage industries beingthe Director of Great Pacific Finance Pty Ltd, a leading specialist mortgage originatorwith over $500 million in funds under management. He also has access to in-depthand instantaneous information on the property industry as the founder of UniversalTitle Searchers, a leading provider of public, legal and business information with thefirst and only windows-based software package for electronic information transfer inAustralia.
Directorships held in OtherListed Entities	none

DIRECTORS' REPORT

Directors Meetings

No formal Directors meetings were held during the year.

Principal activity

Currently the principal activity of the consolidated entity is to seek out business opportunities with a focus on the Iron, Gold and Energy sectors.

Historically, including the year to 30 June 2009, the principal activity of the consolidated entity was the development of structured finance products, in particular the provision of subordinated debt facilities in funding residential and commercial property development and infrastructure projects.

Consolidated Results

For the year ended 30 June 2009, the net result of the consolidated entity after applicable income tax for was a loss of $ 162,189 (30 June 2008: Loss of $16,639,416).

Review of operations

The Company had previously disclosed its concern in relation to the slowdown of property development activities and the flow on effect on demand for subordinated loan facilities.

The slow down significantly impacted the performance of the Company and on 9 May 2008 the Company's securities were suspended from official quotation on the ASX after attempts from the Directors to recapitalise the company failed.

The company's securities remain suspended.

In the ensuing period the former Directors sought (unsuccessfully) to recapitalise the Company and eventually the Company was placed into voluntary administration on 13 May 2010 by appointing Murray Godfrey of RMG Partners Business Solutions ('RMG') as administrator under section 436A of the Corporations Act 2001.

In the period May 2010 to October 2010 the company was in administration, managed by Murray Godfrey of RMG.

At a General meeting of the Company on 4 November 2010, the Shareholders removed the remaining Directors and elected new Directors and a Company Secretary. In addition, the Company passed an resolution to change its name to GRP Corporation Limited. A deed of arrangement and creditors trust with its creditors was also executed. The Company extinguished all liabilities and removed itself from administration on the same day.

The stated purpose of the Company on exit from administration is to recapitalise and to seek opportunities to enable the reinstatement of its securities to Official Quotation on the ASX. The Company is focusing on opportunities in the Iron Ore, Gold and Energy sectors.

Operations during the year ended 30 June 2009

In terms of the year to 30 June 2009, the principal activity of the company was in relation to provision of subordinated debt facilities in funding residential and commercial property development and infrastructure projects.

The company's net profit of the consolidated entity after applicable income tax was a loss of $162,189 (2008: loss of $16,639,416).

As stated above, the Directors sought to revitalise the activities of the Company with further recapitalisations during the year. However they were unsuccessful and as a direct consequence there was no new activity in relation to funding of residential, commercial property and infrastructure projects during the year.

Dividends

No dividends were declared for the year ended 30 June 2009 (30 June 2008:$NIL).

Likely developments

For the likely developments in the operations of the economic entity refer to the review of operations.

Significant Changes in the State of Affairs

During the financial year, the following significant events materially impact on the Group's operations:

The Company's securities remain suspended from Official quotation by the ASX (in accordance with listing rule 17.3 pending the company's compliance with ASX listing rule 12.1) whilst the directors sought opportunities to recapitalise the company.

Events Subsequent to Balance Date

On 13 May 2010, the Company under section 436A of the Corporations Act, appointed Murray Godfrey of RMG Partners Business Solutions as administrator.

On 4 November 2010, the shareholders unanimously approved the following resolutions proposed at the General Meeting of GRP Corporation Limited including:

• i) Allotment and issue of 200 million shares;
• ii) Removal of the previous Directors and Company Secretary;
• iii) Election of Mr Steve Nicols, Mr Mark Rowbottam and Mr Miguel Laborde as Directors;
• iv) Appointment of Mr Steve Nicols as Company Secretary;
• v) Change of the company name to GRP Corporation Limited.

On 4 November 2010, the Company executed a deed of arrangement and creditors trust with its creditors, extinguished all liabilities and removed itself from Administration.

On 4 March 2011, the company announced it signed a binding agreement to acquire Cady Energy Pty Ltd (CADY) an Australian company which owns the Hanging Woman project in the Powder River Basin in Wyoming USA. On receipt of all of the relevant purchases, the company will acquire 100% of the issued capital of CADY in return for the shareholders of CADY receiving 90 million shares in GRP Corporation and options to acquire a further 11.25 million shares, exercisable at 20 cents. The options will expire on 30 June 2014.

Other than those disclosed above, there are no other matters or circumstances that have arisen since 30 June 2009 that have significantly affect, or may significantly affect:

• The consolidated entity's operations in the future financial years, or
• The results of those operations in future financial years, or
• The consolidated entity's state of affairs in the future financial years.

Insurance of directors and officers

During the financial year, the Company did not have an insurance policy to insure the Directors and officers of the Company and its controlled entities.

Remuneration Report

This report details the nature and amount of remuneration for each director of GRP Corporation Limited and for the executive receiving the highest remuneration. As detailed above the Shareholders removed the Directors and elected new Directors and a new Board on 4 November 2010.

A. Principles used to determine the nature and amount of remuneration

Non executive Directors

Under the previous Board, the total non-executive directors' remuneration pool was approved by the shareholders. The remuneration pool currently stands at a maximum of $200,000 per annum and shall remain the same until amended and approved by the shareholders.

In recommending the remuneration pool, the board takes into account current market and industry specific practice to ensure non-executive directors' fee and payments are appropriate and in line with market situation.

No remuneration has been paid to the two non-executive (previous) directors.

Executive Directors and executives

Executive Directors and executives are remunerated in accordance with their executive service contracts as approved by the Board. In approving the reward for executives, the Board will ensure it rewards competency and experience while remain competitive and reasonable as compared to current market and industry specific practice and are in line with the shareholders' interests.

A. Executive pay

The total remuneration package of executives consists of the followings:

• (a) Base pay;
• (b) Benefits;
• (c) Superannuation contribution.

(a) Base pay

Base pay is the fixed cash salary set by the service contract. The base pay is set to be in line with the market rate for a comparable role in an organisation similar to the size of the Company. Base pay is reviewed annually to ensure it remains competitive in the market but there is no guarantee of annual increases in the service contract.

The base pay will also be reviewed if the executive is promoted or takes on additional roles within the Company.

(b) Benefits

Benefits are prescribed benefit to be provided at the executives' discretion. Prescribed benefits include the use of motor vehicle, reimbursement of the running cost and the use of car park in the office building.

(c) Superannuation contribution

The Company contributes to the executives' superannuation fund at the statutory prescribed rate which is currently at 9%. The contribution rate applies to the cash salary only.

B. Share options

The Company has set up a Directors, executives and staff share option plan under which share options can be issued in lieu of payment for services or as rewards for performance.

During the year, no share options have been issued to any directors, executives or staff.

All share options issued to directors previously expired on 30 June 2004.

C. Key Management Remuneration

Current Directors

The under the current arrangements the current Directors and key management personnel did not receive any remuneration in respect of their duties in relation to GRP Corporation Limited.

Previous Directors

In relation to the previous directors, the details of the nature and amount of the remuneration of each key management personnel of GRP Corporation Limited for the financial year are as follows:

	Primary		Postemployment	Equity	Total
	Salary &fees	Non cashbenefits	Superannuation	Options
Consolidated entity key managementpersonnel
2009
Alfred Wong, A (removed 4 Nov 2010)	-	-	-	-	-
Danny Au-Yeung (resigned 5 Mar 2010)	-	-	-	-	-
Ivan Wong, I (removed 4 Nov 2010)	-	-	-	-	-
Edwin Yeung (resigned 19 April 2008)	-	-	-	-	-
Total remuneration 2009	-	-	-	-	-
2008
Alfred Wong, A (removed 4 Nov 2010)	-	-	-	-	-
Danny Au-Yeung (resigned 5 Mar 2010)	-	-	-	-	-
Ivan Wong, I (removed 4 Nov 2010)	-	-	-	-	-
Edwin Yeung (resigned 19 April 2008)	87,500	65,513	3,375		156,388
Total remuneration 2008	87,500	65,513	3,375		156,388

D. Shareholdings

	Balance as at1 July 2008	Received asremuneration	Optionsexercised	Netpurchasesor sales	Balance asat 30 June2009
Consolidated entity Directors
Alfred Wong, A (removed 4 Nov 2010)	750,000	-	-	-	750,000
Danny Au-Yeung (resigned 5 Mar 2010)	750,000	-	-	-	750,000
Ivan Wong, I (removed 4 Nov 2010)	250,000	-	-	-	250,000
Executive
Edwin Yeung (resigned 19 April 2008)	4,000	-	-	-	4,000
Total	1,754,000	-	-	-	1,754,000

Share Options

All the share options previously issued to Directors expired on 30 June 2004. No other share options had been issued to any directors during or since the end of the financial the year.

INCOME STATEMENT

FOR THE YEAR ENDED 30 JUNE 2009

		Consolidated	Consolidated	Parent entity	Parent entity
	Notes	2009	2008	2009	2008
		$	$	$	$
Revenue
Other income	2	209	589	207	586
Employee expense		(46,656)	(350,103)	(46,656)	(350,103)
Depreciation and amortisationexpense	3	(4,782)	(5,833)	(4,782)	(5,833)
Interest expense	4	(57,201)	(137,561)	(53,320)	(134,061)
Lease and rental expense		(20,228)	(59,503)	(20,228)	(57,408)
Realised gain on disposal offinancial asset		-	176,000	-	176,000
Loss on Sale of Asset		-	(75,723)	-	-
Receivable Written Off		(212)	(13,809,569)	(5,140)	(7,816,994)
Provision for doubtful debts			(293,776)		(293,776)
Other expenses		(33,319)	(175,914)	(28,270)	(164,053)
(Loss) before income tax		(162,189)	(14,731,393)	(158,189)	(8,645,642)
Income tax (expense)/benefit	5	-	(1,908,023)	-	(4,572,031)
Net (Loss) attributable tomembers of the parent entity
		(162,189)	(16,639,416)	(158,189)	(13,217,673)
			Cents per share
Basic earnings per share	7	(0.39)	(58.51)
Diluted earnings per share	7	(0.39)	(58.51)

The above income statement is to be read in conjunction with the notes to the financial statements.

BALANCE SHEET

AS AT 30 JUNE 2009

		Consolidated	Consolidated	Parententity	Parententity
	Notes	2009	2008	2009	2008
		$	$	$	$
Assets
Current Assets
Cash and cash equivalents	10	18,137	-	17,994	-
Trade and Other Receivables	11	-	-	-	-
Total Current Assets		18,137	-	17,994	-
Non Current Assets
Deferred tax assets	12	-	-	-	-
Financial assets	13	-	-	16	16
Property, plant and equipment	14	26,049	22,035	26,049	22,035
Total Non Current Assets		26,049	22,035	26,065	22,051
Total Assets		44,186	22,035	44,059	22,051
Current Liabilities
Bank overdraft	15	-	407,658	-	407,920
Trade and other payables	16	1,155,744	563,746	1,121,471	533,354
Total Current Liabilities		1,155,744	971,404	1,121,471	941,274
Total Liabilities		1,155,744	971,404	1,121,471	941,274
Net Assets		(1,111,558)	(949,369)	(1,077,412)	(919,223)
Equity
Issued capital	17	7,375,015	7,375,015	7,375,015	7,375,015
Reserves	18	-	-	-	-
Retained profits		(8,486,573)	(8,324,384)	(8,452,427)	(8,294,238)
Total Equity		(1,111,558)	(949,369)	(1,077,412)	(919,223)

The above balance sheet is to be read in conjunction with the notes to the financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2009

		ShareCapitalOrdinary	RetainedProfits	AssetRevaluationReserve	AssetRealisationReserve	FinancialAssetReserve	Total
Consolidated	Note	$	$	$	$	$	$
Balance at 1.07.2007		4,735,500	5,182,445	224,420	169,667	2,749,000	13,061,032
Conversion of Debt to
Equity		2,639,515	-	-	-	-	2,639,515
Devaluation of land		-	-	(15,000)	-	-	(15,000)
Adjustment to deferred
tax liability in relation to
devaluation of land		-	-	4,500	-	-	4,500
Transfer to asset
realization reserve		-	-	-	213,920	-	213,920
Transfer from asset
realization reserve		-	-	(213,920)	-	-	(213,920)
Transfer to retained
earnings	18	-	3,132,587	-	(383,587)	(2,749,000)	-
Loss attributable to
members of parent
entity		-	(16,639,416)	-	-	-	(16,639,416)
Balance at 30.06.2008		7,375,015	(8,324,384)	-	-	-	(949,369)
				-
Balance at 1.07.2008Loss attributable to		7,375,015	(8,324,384)	-	-	-	(949,369)
members of parent
entity		-	(162,189)	-	-	-	(162,189)
Balance at 30.06.2009		7,375,015	(8,486,573)	-	-	-	(1,111,558)

		Share		Asset	Asset	Financial
		Capital	Retained	Revaluation	Realisation	Asset
		Ordinary	Profits	Reserve	Reserve	Reserve	Total
Parent Entity		$	$	$	$	$	$
Balance at 1.07.2007		4,735,500	2,174,435	-	-	2,749,000	9,658,935
Conversion of Debt to
Equity		2,639,515	-	-	-	-	2,639,515
Transfer to retained
earnings	18	-	2,749,000	-	-	(2,749,000)	-
Loss attributable to
members of parent entity		-	(13,217,673)	-	-	-	(13,217,673)
Balance at 30.06.2008		7,375,015	(8,294,238)	-	-	-	(919,223)
		7,375,015	(8,294,238)	-	-	-	(919,223)
members of parent entity		-	(158,189)	-	-	-	(158,189)
Balance at 30.06.2009		7,375,015	(8,452,427)	-	-	-	(1,077,412)
Balance at 1.07.2008Loss attributable to

The above statement of changes in equity is to be read in conjunction with the notes to the financial statements.

CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 JUNE 2009

		Consolidated	Consolidated	Parent	Parent
	Notes	2009	2008	entity2009	entity2008
		$	$	$	$
Cash flows from operating activities
Interest received		209	589	207	586
Interest paid		(57,201)	(758,205)	(53,320)	(754,705)
Operating receipts		(212)	701,970	(5,140)	673,128
Operating payments		55,282	(1,043,185)	56,450	(937,637)
Net amounts receivable from controlled entities
		-	-	-	1,289,167
Net cash (used in) / provided by operating	21
activities		(1,922)	(1,098,831)	(1,803)	270,539
Cash flows from investing activities
Payments for property, plant and equipment		(8,796)	-	(8,796)	-
Proceeds from property, plant and equipment		-	1,995,509	-	625,916
Net cash provided by investing activities		(8,796)	1,995,509	(8,796)	625,916
Cash flows from financing activities
Proceeds from director		436,513	-	436,513	-
Proceeds from borrowings			439,000	-	439,000
Dividends paid in relation to prior years		-	(3,366)	-	(3,367)
Net cash used in financing activities		436,513	435,634	436,513	435,633
Net Increase in cash held		425,795	1,332,312	425,914	1,332,088
Cash at the beginning of the financial year		(407,658)	(1,739,970)	(407,920)	(1,740,008)
Cash at the end of the financial year	21	18,137	(407,658)	17,994	(407,920)

The above cash flow statement is to be read in conjunction with the notes to the financial statements.

FOR THE YEAR ENDED 30 JUNE 2009

This financial report includes the consolidated financial statements and notes of GRP Corporation Limited and controlled entities ('Consolidated Group' or 'Group'), and the separate financial statements and notes of GRP Corporation Limited as an individual parent entity ('Parent Entity').

1: Statement of Significant Accounting Policies Basis of Preparation

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

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a financial report containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of this financial report are presented below and have been consistently applied unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities.

a. Going concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of normal trading activities and realisation of assets and settlement of liabilities in the normal course of business.

The Company had previously disclosed its concern in relation to the slowdown of property development activities and the flow on effect on the demand for subordinated loan facilities provided by the Company.

On 9 May 2008, the Company's securities were suspended from Official Quotation by the ASX in accordance with listing rule 17.3 pending the Company's compliance with ASX listing rule 12.1.

On 13 May 2010, the Company under section 436A of the Corporations Act 2001, appointed Murray Godfrey of RMG Partners Business Solutions as administrator.

In an extraordinary general meeting of shareholders held on 4 November 2010, the shareholders unanimously approved all resolutions including: the allotment and issue of 200 million shares, removal of the previous Directors and Company Secretary, the election of new Directors, and a change of the Company name to GRP Corporation Limited.

The Company also executed a deed of arrangement and creditors trust with its creditors, extinguish all liabilities and removed itself from Administration.

The stated purpose of the Company is now to seek opportunities with a focus in the Iron Ore, Gold and Energy sectors.

In the event that GRP Corporation Limited is unable to realise its object of obtaining profitable opportunities or complete any further capital raisings it will be required to realise its assets and extinguish its liabilities in a manner other than in the normal course of business such as voluntarily administration.

The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts or classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

FOR THE YEAR ENDED 30 JUNE 2009

1: Statement of Significant Accounting Policies (continued)

b. Principles of Consolidation

A controlled entity is any entity over which GRP Corporate Limited has the power to govern the financial and operating policies so as to obtain benefits from its activities. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are considered.

A list of controlled entities is contained in Note 19 to the financial statements.

As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements as well as their results for the year then ended. Where controlled entities have entered (left) the consolidated group during the year, their operating results have been included (excluded) from the date control was obtained (ceased).

All inter-group balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

Minority interests, being that portion of the profit or loss and net assets of subsidiaries attributable to equity interests held by persons outside the Group, are shown separately within the Equity section of the consolidated Balance Sheet and in the consolidated Income Statement.

Business Combinations

Business combinations occur where control over another business is obtained and results in the consolidation of its assets and liabilities. All business combinations, including those involving entities under common control, are accounted for by applying the purchase method.

The purchase method requires an acquirer of the business to be identified and for the cost of the acquisition and fair values of identifiable assets, liabilities and contingent liabilities to be determined as at acquisition date, being the date that control is obtained. Cost is determined as the aggregate of fair values of assets given, equity issued and liabilities assumed in exchange for control together with costs directly attributable to the business combination. Any deferred consideration payable is discounted to present value using the entity's incremental borrowing rate.

Goodwill is recognised initially at the excess of cost over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If the fair value of the acquirer's interest is greater than cost, the surplus is immediately recognised in profit or loss.

c. Income Tax

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

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

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

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

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

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

FOR THE YEAR ENDED 30 JUNE 2009

1: Statement of Significant Accounting Policies (continued)

c. Income Tax (continued)

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

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

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

Tax consolidation

GRP Corporation Limited and its wholly-owned Australian subsidiaries have formed an income tax consolidated group under tax consolidation legislation. Each entity in the Group recognises its own current and deferred tax assets and liabilities. Such taxes are measured using the 'stand-alone taxpayer' approach to allocation. Current tax liabilities (assets) and deferred tax assets arising from unused tax losses and tax credits in the subsidiaries are immediately transferred to the head entity. The Group notified the Australian Taxation Office that it had formed an income tax consolidated group to apply from 1 July 2006. The tax consolidated group has entered a tax funding arrangement whereby each company in the Group contributes to the income tax payable by the Group in proportion to their contribution to the Group's taxable income. Differences between the amounts of net tax assets and liabilities derecognised and the net amounts recognised pursuant to the funding arrangement are recognised as either a contribution by, or distribution to the head entity.

d. Impairment of assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expenses to the income statement.

Impairment testing is performed annually and tangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

e. Investments

Non-current investments are measured on the cost basis. The carrying amount of non-current investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the quoted market value for listed investments or the underlying net assets for other non-listed investments and reviewed for impairment.

f. Receivables

Receivables are measured on cost basis and recorded upon payment of the amount recoverable. In the case of receivables from controlled entities, amounts are recorded upon the advance of loans or payments on their behalf.

Receivables and other debtors, including amount receivable from controlled entities, are assessed annually to determine the recoverable amounts. The difference between the recoverable amount and the original cost are provided for either as doubtful debts or impairment loss in the current year.

g. Land and buildings

Land and buildings are measured on the fair value basis, being the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction. They will be revalued by an independent third party registered property valuer on a 'as required' basis but at least once every three years.

FOR THE YEAR ENDED 30 JUNE 2009

1. Statement of Significant Accounting Policies (continued)

h. Plant and Equipment

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

Depreciation

Items of plant and equipment are measured on the cast basis less accumulated depreciation and impairment losses.

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

Class of fixed asset	Depreciation rate
Office fittings	12 %
Computer equipment	25 %
Communication equipment	10 – 15 %
Furniture and fixtures	7.5 - 10 %

These rates are consistent with those adopted in the prior year. The asset's residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

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

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

i. Employee benefits

Provision is made for the Company's liability for employee benefits arising from services rendered by employee to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

j. Borrowing costs

Borrowing costs are recognised as expenses in the period in which they are incurred, except where they are included as part of the costs of acquiring land and building for redevelopment. Borrowing costs carried forward are amortised over the life of the loan or 5 years, whichever is earlier.

k. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

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

FOR THE YEAR ENDED 30 JUNE 2009

1. Statement of Significant Accounting Policies (continued)

l. Financial Instruments

Recognition

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

Available-for-sale financial assets

(i) Recognition

Available-for-sale financial asset are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity.

(ii) Fair value

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

(iii) Impairment

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

m. Provisions

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

n. Cash and cash equivalents

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

o. Comparatives

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

p. Critical Accounting Estimates and Judgments

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

Key Estimates — Impairment

At each reporting date, the group reviews the carrying value of tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amounts of the asset, being the higher of the asset's fair value costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the income statement.

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

No impairment has been recognised in respect of goodwill at reporting date.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2009

1. Statement of Significant Accounting Policies (continued)

New Accounting Standards for Application in Future Periods

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

• AASB 3: Business Combinations, AASB 127: Consolidated and Separate Financial Statements, AASB 2008- 3: Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127 [AASBs 1,2,4,5,7,101,107, 112, 114, 116, 121, 128, 131, 132, 133, 134, 136, 137, 138 & 139 and Interpretations 9 & 107] (applicable for annual reporting periods commencing from 1 July 2009) and AASB 2008-7: Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate [AASB 1, AASB 118, AASB 121, AASB 127 & AASB 136] (applicable for annual reporting periods commencing from 1 January 2009). These standards are applicable prospectively and so will only affect relevant transactions and consolidations occurring from the date of application. In this regard, its impact on the Group will be unable to be determined. The following changes to accounting requirements are included:
• acquisition costs incurred in a business combination will no longer be recognised in goodwill but will be expensed unless the cost relates to issuing debt or equity securities;
• contingent consideration will be measured at fair value at the acquisition date and may only be provisionally accounted for during a period of 12 months after acquisition;
• a gain or loss of control will require the previous ownership interests to be remeasured to their fair value;
• there shall be no gain or loss from transactions affecting a parent's ownership interest of a subsidiary with all transactions required to be accounted for through equity (this will not represent a change to the Group's policy);
• dividends declared out of pre-acquisition profits will not be deducted from the cost of an investment but will be recognised as income;
• impairment of investments in subsidiaries, joint ventures and associates shall be considered when a dividend is paid by the respective investee; and
• where there is, in substance, no change to Group interests, parent entities inserted above existing groups shall measure the cost of its investments at the carrying amount of its share of the equity items shown in the balance sheet of the original parent at the date of reorganisation.

The Group will need to determine whether to maintain its present accounting policy of calculating goodwill acquired based on the parent entity's share of net assets acquired or change its policy so goodwill recognised also reflects that of the non-controlling interest.

• AASB 8: Operating Segments and AASB 2007-3: Amendments to Australian Accounting Standards arising from AASB 8 [AASB 5, AASB 6, AASB 102, AASB 107, AASB 119, AASB 127, AASB 134, AASB 136, AASB 1023 & AASB 1038] (applicable for annual reporting periods commencing from 1 January 2009). AASB 8 replaces AASB 114 and requires identification of operating segments on the basis of internal reports that are regularly reviewed by the Group's Board for the purposes of decision making. While the impact of this standard cannot be assessed at this stage, there is the potential for more segments to be identified. Given the lower economic levels at which segments may be defined, and the fact that cash generating units cannot be bigger than operating segments, impairment calculations may be affected. Management does not presently believe impairment will result however.
• AASB 101: Presentation of Financial Statements, AASB 2007-8: Amendments to Australian Accounting Standards arising from AASB 101, and AASB 2007-10: Further Amendments to Australian Accounting Standards arising from AASB 101 (all applicable to annual reporting periods commencing from 1 January 2009). The revised AASB 101 and amendments supersede the previous AASB 101 and redefines the composition of financial statements including the inclusion of a statement of comprehensive income. There will be no measurement or recognition impact on the Group. If an entity has made a prior period adjustment or reclassification, a third balance sheet as at the beginning of the comparative period will be required.

FOR THE YEAR ENDED 30 JUNE 2009

1. Statement of Significant Accounting Policies (continued)

Adoption of New and Revised Accounting Standards (continued)

• AASB 123: Borrowing Costs and AASB 2007-6: Amendments to Australian Accounting Standards arising from AASB 123 [AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 & AASB 138 and Interpretations 1 & 12] (applicable for annual reporting periods commencing from 1 January 2009). The revised AASB 123 has removed the option to expense all borrowing costs and will therefore require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. Management has determined that there will be no effect on the Group as a policy of capitalising qualifying borrowing costs has been maintained by the Group.
• AASB 2008-1: Amendments to Australian Accounting Standard Share-based Payments: Vesting Conditions and Cancellations [AASB 2] (applicable for annual reporting periods commencing from 1 January 2009). This amendment to AASB 2 clarifies that vesting conditions consist of service and performance conditions only. Other elements of a share-based payment transaction should therefore be considered for the purposes of determining fair value. Cancellations are also required to be treated in the same manner whether cancelled by the entity or by another party.
• AASB 2008-2: Amendments to Australian Accounting Standards Puttable Financial Instruments and Obligations Arising on Liquidation [AASB 7, AASB 101, AASB 132 & AASB 139 & Interpretation 2] (applicable for annual reporting periods commencing from 1 January 2009). These amendments introduce an exception to the definition of a financial liability to classify as equity instruments certain puttable financial instruments and certain other financial instruments that impose an obligation to deliver a pro-rata share of net assets only upon liquidation.
• AASB 2008-5: Amendments to Australian Accounting Standards arising from the Annual Improvements Project (July 2008) (AASB 2008-5) and AASB 2008-6: Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (July 2008) (AASB 2008-6) detail numerous nonurgent but necessary changes to accounting standards arising from the IASB's annual improvements project. No changes are expected to materially affect the Group.
• AASB 2008-8: Amendments to Australian Accounting Standards Eligible Hedged Items [AASB 139] (applicable for annual reporting periods commencing from 1 July 2009). This amendment clarifies how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation as a hedged item should be applied in particular situations and is not expected to materially affect the Group.
• AASB 2008-13: Amendments to Australian Accounting Standards arising from AASB Interpretation 17 Distributions of Non-cash Assets to Owners [AASB 5 & AASB 110] (applicable for annual reporting periods commencing from 1 July 2009). This amendment requires that non-current assets held for distribution to owners to be measured at the lower of carrying value and fair value less costs to distribute.
• AASB Interpretation 15: Agreements for the Construction of Real Estate (applicable for annual reporting periods commencing from 1 January 2009). Under the interpretation, agreements for the construction of real estate shall be accounted for in accordance with AASB 111 where the agreement meets the definition of 'construction contract' per AASB 111 and when the significant risks and rewards of ownership of the work in progress transfer to the buyer continuously as construction progresses. Where the recognition requirements in relation to construction are satisfied but the agreement does not meet the definition of 'construction contract', revenue is to be accounted for in accordance with AASB 118. Management does not believe that this will represent a change of policy to the Group.
• AASB Interpretation 17: Distributions of Non-cash Assets to Owners (applicable for annual reporting periods commencing from 1 July 2009). This guidance applies prospectively only and clarifies that non-cash dividends payable should be measured at the fair value of the net assets to be distributed where the difference between the fair value and carrying value of the assets is recognised in profit or loss.

The Group does not anticipate early adoption of any of the above reporting requirements and does not expect these requirements to have any material effect on the Group's financial statements.

FOR THE YEAR ENDED 30 JUNE 2009

		Consolidated	Consolidated	Parententity	Parententity
		2009	2008	2009	2008
2.Other income and expense		$	$	$	$
Other income
Interest on loans and advances		209	589	207	586
Total interest income		209	589	207	586
3. Depreciation
Depreciation		4,782	5,833	4,782	5,833
4. Interest expense
Borrowings		57,201	137,561	53,320	134,061
Total interest expense		57,201	137,561	53,320	134,061
	Note	Consolidated	Consolidated		Parententity	Parententity
		2009	2008		2009	2008
5. Income tax expense		$	$		$	$
(a) The components of tax expensecomprise:
Current tax			-	-	-	-
Deferred taxRecoupment of prior year tax losses	13		-	1,908,023	-	4,572,031
(Over)/ under provision in respect of prior			-	-	-	-
years			-	-	-	-
			-	1,908,023	-	4,572,031
(b) The prima facie tax on (loss) fromordinary activities before income tax isreconciled to the income tax as follows:Prima facie tax payable on (loss) from

ordinary activities before income tax at

Income tax (benefit) / expenseattributable to operating profit	-	1,908,023	-	4,572,031
Deferred tax assets not recognised	48,657	6,287,291	47,457	6,609,561
sharing agreement	-	-		5,956,407
wholly-owned subsidiaries under the tax
Allocation of income tax expense to
Other non-allowable items	-	-		-
Realised Gain	-	(52,800)		(52,800)
Realisation of Assets	-	91,600		-
	-
consolidated group	-	-	-	(5,956,407)
- other members of the income tax
- parent entity	-	-	(47,457)	(1,984,730)
- consolidated entity	(48,657)	(4,418,068)	-	-
30%:

FOR THE YEAR ENDED 30 JUNE 2009

6. Dividends and dividend franking account

No dividend (2008: $NIL) was declared in respect of the year ending 30 June 2009.

The balance of the franking account, which arises from income tax paid, after adjusting for any franking credits which will arise from the payment of income tax provided for in the financial statements and franking debits from the payment of dividends declared at the reporting date, is $3,002,990 (30 June 2008: $3,002,990).

7. Earnings per share

	Consolidated	Consolidated
	2009Cents per share	2008Cents per share
Basic earnings per share	(0.39)	(58.51)
Diluted earnings per share	(0.39)	(58.51)
(a) Reconciliation of earnings to net profit	$	$
Net(loss) / profit	(162,189)	(16,639,416)
Earnings used in the calculation of basic earnings per share
	(162,189)	(16,639,416)
Earnings used in the calculation of diluted earnings per share
	(162,189)	(16,639,416)
	Number of share	Number of share
(b) Weight average number of shares
Weighted average number of shares used in the calculations of basic
earnings per share	41,213,444	28,437,709
Weighted average number of shares used in the calculations of
diluted earnings per share	41,213,444	28,437,709

(c) Classification of Securities

There are no options outstanding at 30 June 2009.

8. Auditors' remuneration

	Consolidated	Consolidated	Parent entity	Parent entity
	2009$	2008$	2009$	2008$
Amounts paid, or due and payable for:
- audit or review services of statutory financial
reports	5,000	20,000	5,000	20,000
- taxation services	-	4,500	-	4,500
Total auditors' remuneration	5,000	24,500	5,000	24,500

FOR THE YEAR ENDED 30 JUNE 2009

Key management personnel compensation (continued)

9. Key management personnel compensation

(a) Names and positions held by key management personnel of the Company and Consolidated entity at any time during the financial year are:

Key Management Person	Position
Alfred Wong, (removed 4 November 2010)	Chairman
Danny Au-Yeung (resigned 5 March 2010)	Chief Executive Officer
Ivan Wong (removed 4 November 2010)	Director
Edwin Yeung (resigned 19 April 2008)	Company Secretary & Financial Controller

(b) Compensation practices

The total non-executive directors' remuneration pool was recommended by the Board and was approved by the shareholders. The remuneration pool currently stands at a maximum of $200,000 per annum and shall remain the same until amended and approved by the shareholders.

In recommending the remuneration pool, the board takes into account current market and industry specific practice to ensure non-executive directors' fee and payments are appropriate and in line with market situation.

Currently no remuneration has been paid to the two non-executive directors and during the year the Chief Executive Officer received no remuneration.

Executive directors and executives are remunerated in accordance with their executive service contracts as approved by the Board. In approving the reward for executives, the Board will ensure it rewards competency and experience while remain competitive and reasonable as compared to current market and industry specific practice and are in line with the shareholders' interests.

The total compensation package of executives consists of the cash salary, non-cash benefits and superannuation contribution.

Cash salary is set by the service contract in line with the market rate for a comparable role in an organisation similar to the size of the Company. Cash salary is reviewed annually to ensure it remains competitive in the market but there is no guarantee of annual increases in the service contract. It will also be reviewed if the key personnel is promoted or takes on additional roles within the Company.

Non-cash benefits are prescribed benefit to be provided at the key management personnel's discretion. Prescribed benefits include the use of motor vehicle, reimbursement of the running cost and the use of car park in the office building.

The Company contribute to the key management personnel superannuation fund at the statutory prescribed rate which is currently at 9%. The contribution rate applies to the cash salary only.

The Company has set up a key management personnel and other personnel share option plan under which share options can be issued in lieu of payment for services or as rewards for performance.

During the year, no share options have been issued to any personnel.

FOR THE YEAR ENDED 30 JUNE 2009

Key management personnel compensation (continued)

(c)Key management personnel compensation	Primary		Postemployment	Equity	Total
	Salary& fees	Non cashbenefits	Superannuation	Options
Key management personnel
2009
Alfred Wong, A (removed 4 Nov 2010)	-	-	-	-	-
Danny Au-Yeung (resigned 5 Mar 2010)	-	-	-	-	-
Ivan Wong, I (removed 4 Nov 2010)	-	-	-	-	-
Edwin Yeung (resigned 19 April 2008)	-	-	-	-	-
Total	-	-	-	-	-
2008
Alfred Wong, A (removed 4 Nov 2010)	-	-	-	-	-
Danny Au-Yeung (resigned 5 Mar 2010)	-	-	-	-	-
Ivan Wong, I (removed 4 Nov 2010)	-	-	-	-	-
Edwin Yeung (resigned 19 April 2008)	87,500	65,513	3,375	-	156,388
Total	87,500	65,513	3,375	-	156,388

(c) Shareholdings

Number of shares held by Key Management Personnel

	Balanceas at 1July 2008	Received ascompensation	Optionsexercised	Netpurchasesor sales	Balance asat 30 June2009
Alfred Wong, A (removed 4 Nov 2010)	750,000	-	-	-	750,000
Danny Au-Yeung (resigned 5 Mar 2010)	750,000	-	-	-	750,000
Ivan Wong, I (removed 4 Nov 2010)	250,000	-	-	-	250,000
Edwin Yeung (resigned 19 April 2008)	4,000	-	-	-	4,000
Total	1,754,000	-	-	-	1,754,000

	Consolidated	Consolidated	Parent entity	Parent entity
	2009	2008	2009	2008
	$	$	$	$
10. Cash and liquid assets
Cash and cash at bank	18,137	-	17,994	-
	18,137	-	17,994	-
11. Receivables
Other debtors	293,776	293,776	293,776	293,776
Provision for doubtful debts	(293,776)	(293,776)	(293,776)	(293,776)
	-	-	-	-

FOR THE YEAR ENDED 30 JUNE 2009

12. Tax	Consolidated	Consolidated	Parententity	Parententity
	2009	2008	2009	2008
	$	$	$	$
Reconciliations
i. Gross Movements
The overall movement in the deferredtax account is as follows:
Opening balance	-	1,908,023	-	4,572,031
(Charge)/credit to income statement
	-	(1,908,023)	-	(4,572,031)
Charge to equity	-	-	-	-
Tax losses	-	-	-	-
Closing balance	-	-	-	-

13. Financial Assets		Consolidated	Consolidated	Parententity	Parententity
		2009	2008	2009	2008
		$	$	$	$
Financial Assets
Available-for-sale finance assets
		-	-	-	-
Listed investments, at fair value
- shares in listed corporations		-	824,000
Less: Impairment loss		-	(824,000)
Unlistedinvestmentatcost
shares in other corporations		-	-	16	16
Less: Impairment loss		-	-	-	-
Investment in controlled entities	19	-	-	16	16

FOR THE YEAR ENDED 30 JUNE 2009

14. Property, plant and equipment	Consolidated	Consolidated	Parententity	Parententity
	2009	2008	2009	2008
	$	$	$	$
Furniture, fixtures and fittings	43,508	34,712	43,508	34,712
Accumulated depreciation	(17,978)	(13,660)	(17,978)	(13,660)
Written down value	25,530	21,052	25,530	21,052
Computer and other equipment	30,855	30,855	30,855	30,855
Accumulated depreciation	(30,336)	(29,872)	(30,336)	(29,872)
Written down value	519	983	519	983
	26,049	22,035	26,049	22,035
Reconciliations
Furniture, fixtures and fittings
Balance at the beginning of the year	21,052	25,200	21,052	25,200
Additions	8,796	-	8,796	-
Depreciation expense	(4,318)	(4,148)	(4,318)	(4,148)
Balance as at the end of the year
	25,530	21,052	25,530	21,052
Computer and other equipment
Balance at the beginning of the year	983	2,668	983	2,668
Additions	-	-	-	-
Depreciation expense	(464)	(1,685)	(464)	(1,685)
Balance as at the end of the year
	519	983	519	983
15. Bank Overdraft	Consolidated	Consolidated	Parententity	Parententity
	2009	2008	2009	2008
	$	$	$	$
Bank Overdraft		-407,658		-407,904
		-407,658		-407,904

On 23 June 2009 the bank overdraft was cleared by Mr A Wong (Director) who provided funds of $ 436,513 to settle the outstanding balance on the Company's bank overdraft with St George Bank.

16. Trade & other payables		Consolidated	Consolidated	Parententity	Parententity
		2009$	2008$	2008$	2008$
Accrued expenses		28,257	331,208	25,000	327,951
Sundry creditors		676,481	218,045	645,465	190,910
Other Creditors - Related Party
– A Wong	(i)	436,513		436,513
Dividends Payable		14,493	14,493	14,493	14,493
Interest payable on borrowings		-	-	-	-
		1,155,744	563,746	1,121,471	533,354

(i) During the financial year, Mr A Wong (Director) provided funds of $ 436,513 to settle the outstanding balance of the Company's bank overdraft with St George Bank.

FOR THE YEAR ENDED 30 JUNE 2009

17. Issued Capital		Consolidated	Consolidated	Parententity	Parententity
		2009	2008	2009	2008
		$	$	$	$
Opening balance		7,375,015	4,735,500	7,375,015	4,735,500
Issue of shares	(i)	-	2,639,515	-	2,639,515
Closing Balance		7,375,015	7,375,015	7,375,015	7,375,015
				Number ofshares	Number ofshares
Opening balance				41,213,444	11,885,500
(i) Issue of shares on 7 December 2007 at 9 cents a share in accordance withdebt conversion proposal approved by shareholders				-	29,327,944
Closing balance				41,213,444	41,213,444

The Ordinary shares entitle the holder to participate in the dividends and the proceeds on winding up in proportion to the number of and amounts paid on the shares held.

At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.

18. Reserves

Asset revaluation reserve

The asset revaluation reserve records revaluation of non-current assets.

Asset realisation reserve

The asset realisation reserve records realised gains on sales of non-current assets.

Financial asset reserve

The financial asset reserve records the value of shares issued to Great Pacific Capital Limited at no consideration. Asset revaluation reserve and financial asset reserve record realised gains on sales of non-current assets and the value of shares issued to GRP Corporation Limited at no consideration.

During the previous year, these revaluation reserves were transferred to retained earnings.

	Consolidated	Consolidated	Parent	Parent
	2009	2008	2009	2008
Asset Revaluation Reserve
Balance at 1.07.2007	-	224,420	-	-
Devaluation of land	-	(15,000)	-	-
Adjustment to deferred tax liability in relationto devaluation of land	-	4,500	-	-
Transfer to retained earnings	-	(213,920)	-	-
Balance at 30.06.2008	-	-	-	-
Asset Realization Reserve
Balance at 1.07.2007	-	169,667	-	-
Transfer to asset realization reserve	-	213,920	-	-
Transfer to retained earnings	-	(383,587)	-	-
Balance at 30.06.2008	-	-	-	-

FOR THE YEAR ENDED 30 JUNE 2009

18. Reserves (continued)

	Consolidated	Consolidated	Parent	Parent
Financial Asset Reserve	2009	2008	2009	2008
Balance at 1.07.2007	-	2,749,000	-	2,749,000
Transfer to retained earnings	-	(2,749,000)	-	(2,749,000)
Balance at 30.06.2008	-	-	-	-

Summary
Balance at 1.07.2007	-	3,143,087	-	2,749,000
Devaluation of land	-	(15,000)	-	-
Adjustment to deferred tax liability in relationto devaluation of land	-	4,500	-	-
Transfer to asset realization reserve	-	213,920	-	-
Transfer to retained earnings	-	(3,346,507)	-	(2,749,000)
Balance at 30.06.2008	-	-	-	-

19. Investments in controlled entities

Name of Entities	Place of Incorporation	Class of Shares	Equity Holding
GPC No. 1 (City Quarter) Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 2 (Camperdown) Pty Ltd	ACT, Australia	Ordinary	100%
GPC No. 3 (Huntley) Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 4 (North Sydney) Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 5 (Wombarra) Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 6 (Barrack Point) Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 7 Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 8 (Bulli) Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 9 (Shell Harbour) Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 10 Pty Ltd	NSW, Australia	Ordinary	100%
GPC No. 11 Pty Ltd	ACT, Australia	Ordinary	100%
GPC No. 12 Pty Ltd	ACT, Australia	Ordinary	100%
GPC No. 13 (Balmoral) Pty Ltd	NSW, Australia	Ordinary	100%
GPC Equipment Pty Ltd	NSW, Australia	Ordinary	100%
GPC Mineral Investments Pty Ltd	NSW, Australia	Ordinary	100%
GPC Finance Pty Ltd	NSW, Australia	Ordinary	100%

There has been no changes in investment in controlled entities between 2009 and 2008.

FOR THE YEAR ENDED 30 JUNE 2009

20. Related parties

Key Management Personnel - Directors

The names of persons who were Directors of GRP Corporation Limited at anytime during the financial year are as follows: Mr Alfred Wong, Mr Danny Au-Yeung and Mr Ivan Wong.

Key Management Personnel - directors' holdings of shares and options

	Ordinaryshares	Share options	Ordinaryshares	Share options
	Number held	Number held	Number held	Number held
	2009	2009	2008	2008
The interests of Directors of theconsolidated entity and their related
entities in shares and share options ofthe Company	1,750,000	-	1,750,000	-

Other Directors related transactions

On 23 June 2009, Mr Alfred Wong (Director) provided funds of $ 436, 513 to settle the Company's bank overdraft with St George Bank.

Other than those transactions as disclosed above and the remunerations received by Directors as disclosed in remuneration report on pages 11 to 12 of the Directors' Report and note 9 to the financial statements, there are no other Directors related transactions entered into by the consolidated entity during the financial year ended 30 June 2009 and the previous financial period ended 30 June 2008.

Wholly-owned group

The wholly-owned group consists of GRP Corporation Limited and its wholly-owned controlled entities set out in note 19.

Previously transactions between GRP Corporation Limited and other entities in the wholly-owned group during the financial year consisted of:

• (a) Loans advanced by GRP Corporation Limited and its controlled entities.
• (b) Loans repaid to GRP Corporation Limited and its controlled entities.
• (c) The payment of interest on the above loans.
• (d) Management fees payable to GRP Corporation Limited by its controlled entities for managing their loan portfolio.

There are no fixed terms for the repayment of principal on loans advanced between entities within the consolidated group. The management fee is charged at a fixed rate of 12% based on the value of loan portfolio.

There are no transactions between GRP Corporation Limited and other entities in the wholly-owned group during the financial year in relation to loans advanced by GRP Corporation Limited and its controlled entities, loans repaid to GRP Corporation Limited and its controlled entities, the payment of interest in relation to the loans and management fees payable to GRP Corporation Limited by its controlled entities for managing their loan portfolio.

FOR THE YEAR ENDED 30 JUNE 2009

20. Related parties

Key Management Personnel - Directors

The names of persons who were Directors of GRP Corporation Limited at anytime during the financial year are as follows: Mr Alfred Wong, Mr Danny Au-Yeung and Mr Ivan Wong.

Other related entities

Great Pacific Capital Equity Loan Pty Limited is a company owned by one of the previous Directors of GRP Corporation Limited, Mr Danny Au-Yeung and is regarded as a related entity.

There were no transactions between GRP Corporation Limited and its controlled entities and Great Pacific Equity Loan Pty Limited during the financial year. In the past transactions consisted of:

(i) Investments by Great Pacific Equity Loan Pty Limited in the consolidated entity.

(ii) The payment of interest on the above investments and loans.

Investments by Great Pacific Equity Loan Pty Limited are in the form by debenture notes issued by GPC Finance Pty Limited under the same terms and conditions as those issued to all other third party investors.

Previous Directors Mr Alfred Wong and Mr Danny Au-Yeung are also directors of Bellpac Pty Limited, a Company owned by the Balgownie Coal Investment Trust and is regarded as a director related entity. Loan facilities were previously provided to Bellpac Pty Limited by GPC No. 8 and GPC No. 11.

Previous Directors Mr Alfred Wong and Mr Danny Au-Yeung are also directors of Green Pacific Energy Limited, an ASX listed company which shares the same office as the Company and is regarded as a director related entity. Mr Alfred Wong, also owns shares in Green Pacific Energy Limited through his company, Great Pacific Finance Pty Limited.

Previous Directors, Mr Alfred Wong and Mr Ivan Wong are directors of Great Pacific Finance Pty Limited, a company which shares the same office as the Company and is regarded as a director related entity. The amount receivable from Great Pacific Finance Pty Limited as at 30 June 2009 for shared office expenses was $NIL (30 June 2008: $NIL).

FOR THE YEAR ENDED 30 JUNE 2009

21. Notes to the statement of cash flows

	Consolidated	Consolidated	Parententity	Parent entity
	2009	2008	2009	2008
	$	$	$	$
(a) Reconciliation of cash flow from operationswith (loss) after income tax
(Loss) after income tax	(162,189)	(16,639,416)	(158,189)	(13,217,673)
Cash flows excluded from loss attributable tooperating activities
Non-cash flows in loss:
Depreciation	4,782	5,833	4,782	5,833
Bad Debt Expense	-	14,103,345	-	6,080,895
Adjustment to deferred tax asset/liability	-	1,912,522	-	6,601,906
Changes in assets and liabilities:
Increase / (decrease) in other receivables	-	-	-	1,193,773
(Increase) / decrease in payables & other liabilities	155,485	177,766	151,604	116,002
(Increase) / decrease in interest payable	-	(620,644)	-	(9,844)
(Increase) / decrease in provisions	-	(38,237)	-	(500,353)
Cash outflow from operations
	(1,922)	(1,098,831)	(1,803)	270,539
(b) Reconciliation of cashFor the purpose of the Statement of Cash Flows, cash at the end of the financial year isreconciled to the following items in the Balance Sheet:
Cash and cash at bank	18,137	-	17,994	-
Bank overdraft	-	(407,658)	-	(407,920)
	18,137	(407,658)	17,994	(407,920)
(c) Bank overdraft facility
Bank overdraft facility(i)	-	1,747,000	-	1,747,000
Amount utilised	-	(407,658)	-	(407,920)
	-	1,339,342	-	1,339,080

(i) On 23 June 2009 the bank overdraft was cleared by Mr A Wong (Director) who provided funds of $ 436,513 to settle the outstanding balance on the Company's bank overdraft with St George Bank.

FOR THE YEAR ENDED 30 JUNE 2009

22. Segment information

The consolidated entity operates in one geographical segment, being Australia and in one business segment, being the provision of subordinated debt facilities in funding residential and commercial property development.

23. Events occurring after reporting date

On 13 May 2010, the company under section 436A of the Corporations Act 2001, appointed Murray Godfrey of RMG Partners Business Solutions as administrator.

On 4 November 2010, the shareholders unanimously approved all resolutions proposed at the General Meeting of GRP Corporation Limited including:

• i) Allotment and issue of 200 million shares;
• ii) Removal of previous Directors and Company Secretary;
• iii) Election of Mr Steve Nicols, Mr Mark Rowbottam and Mr Miguel Laborde;
• iv) Change of the company name to GRP Corporation Limited.

On 4 November 2010, the Company executed a deed of arrangement and creditors trust with its creditors, extinguished all liabilities and removed itself from Administration.

On 4 March 2011, the company announced it signed a binding agreement to acquire Cady Energy Pty Ltd (CADY) an Australian company which owns the Hanging Woman project in the Powder River Basin in Wyoming USA. On receipt of all of the relevant purchases, the company will acquire 100% of the issued capital of CADY in return for the shareholders of CADY receiving 90 million shares in GRP Corporation and options to acquire a further 11.25 million shares, exercisable at 20 cents. The options will expire on 30 June 2014.

Other than those disclosed above, there are no other matters or circumstances that have arisen since 30 June 2009 that have significantly affect, or may significantly affect:

• The consolidated entity's operations in the future financial years, or
• The results of those operations in future financial years, or
• The consolidated entity's state of affairs in the future financial years.

24. Contingencies

Litigations

In the normal course of business operations, GRP Corporation Limited and its controlled entities enter into various types of business contracts that may give rise to contingent liabilities. As at 30 June 2009, there are no outstanding legal claims.

FOR THE YEAR ENDED 30 JUNE 2009

25. Lease commitments

Non-cancellable operating lease contracted for but not capitalised in the financial statements:

	Consolidated	Consolidated	Parent entity	Parent entity
	2009$	2008$	2009$	2008$
Payable
Not later than 1 year	754,729	725,701	754,729	725,701
Later than 1 year but not laterthan 5 years	2,956,796	3,204,928	2,956,796	3,204,928
More than 5 years	-	506,597	-	506,597
	3,711,525	4,437,226	3,711,525	4,437,226

The property lease is a non-cancellable lease with a ten year term, with rent payable monthly in advance. The lease agreement provides for rent to be increased by 4 % per annum. There is an option to extend the lease term for four years. The lease allows for subletting and assignment of the lease to third parties by obtaining consent from the lessor.

The Lessor (AMP) terminated the Company's lease over premises at level 23, 123 Pitt St, Sydney with an effective date of 14 May 2010.

26. Financial instruments

The group's financial instruments consist mainly of overdraft with banks, accounts receivable and payable, and loans to and from related parties.

(i) Financial Risks

Overview

The Entity has exposure to the following risks from its use of financial instruments:

• Credit risk
• Interest rate risk
• Liquidity risk; and
• Market risk.

This note presents information about the Entity's exposure to each of the above risk, its objectives, policies and processes for measuring and managing risk, and the management of capital. The board of Directors has overall responsibility for the establishment and oversight of risk management framework.

Risk management policies are established to identify and analyse the risk faced by the entity, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Entity's activities. The Entity through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

(A) Credit risk

Credit risk is the risk of financial loss to the entity if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the entity's receivables from customers.

Exposure to Credit Risk

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. For 2009 this risk did not apply as the entity's maximum exposure to credit risk for Trade and Other receivables at the reporting date was NIL (2008 $NIL).

(B) Interest rate risk

The 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 market interest rate and the effective weighted average interest rates on classes of financial assets and financial liabilities, is a follows:

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2009

26. Financial instruments (continued)

		Consolidated
	Floatinginterest		Fixed interest rate maturing in		Noninterest	Total	Weightedaverage
	rate	1 year orless	Over 1 to5 years	Morethan 5years	bearing		interestrate
	$	$	$	$	$	$	%
30-June-2009
Financial assets
Cash	18,137	-	-	-	-	18,137	3.5%
	18,137	-	-	-	-	18,137
Financial liabilities
Bank overdraft	-	-	-	-	-	-
Payables	-	-	-	-	1,155,744	1,155,744
	-	-	-	-	1,155,744-	1,155,744
			Consolidated
	Floating		Fixed interest rate maturing in		Non	Total	Weighted
	interestrate	1 year orless	Over 1 to5 years	Morethan 5years	interestbearing		averageinterestrate
	$	$	$	$	$	$	%
30-June-2008Financial assetsCash	-	-	-	-	-	-	-
	-	-	-	-	-	-
Financial liabilitiesBank overdraft							8.50
Payables	407,658	-	-	-	-	407,658
	-	-	-	-	563,746	563,746
	407,658	-	-	-	563,746	971,404

		Parent
	Floatinginterest		Fixed interest rate maturing in		Noninterest	Total	Weightedaverage
	rate	1 year orless	Over 1 to5 years	Morethan 5	bearing		interestrate
	$	$	$	years$	$	$	%
30-June-2009
Financial assets
Cash	17,994	-	-	-	-	17,994	3.5%
	17,994	-	-	-	-	17,994
Financial liabilities
Bank overdraft	-	-	-	-	-	-	-
Payables	-	-	-	-	1,121,471	1,121,471
	-	-	-	-	1,121,471	1,121,471

FOR THE YEAR ENDED 30 JUNE 2009

26. Financial instruments (continued)

			Parent
	Floating		Fixed interest rate maturing in		Non	Total	Weighted
	interestrate	1 year orless	Over 1 to5 years	Morethan 5	interestbearing		averageinterestrate
	$	$	$	years$	$	$	%
30-June-2008
Financial assets
Cash	-	-	-	-	-	-	-
	-	-	-	-	-	-
Financial liabilities
Bank overdraft	407,920	-	-	-	-	407,920	8.50
Payables	-	-	-	-	533,354	533,354
	407,920	-	-	-	533,354	941,274

(C) Liquidity risk

Liquidity is the risk that the entity will not be able to meet its financial obligations as they fall due. The entity's approach to managing liquidity is to ensure, as far as possible, that it will always has sufficient liquidity to meets its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the entity's reputation.

For 2009 this risk did not apply as the Entity completed its restructuring during the prior year.

(D) Market risk

Market risk is the risk that changes in lending and property development markets will affect the entity's income.

The risk to the entity is that the market for loans and new properties for investors and purchasers who intend living in the properties will decrease substantially.

For 2009 this risk did not apply as the Entity completed its restructuring during the prior year.

Currency risk

The entity has no exposure to currency risk as all transactions are in Australian Dollars.

Interest rate risk

The Entity adopts a policy ensuring that its exposure to changes in interest rates is minimised by investing in products generally with short maturity profiles.

Capital management

The Board's policy is to maintain a strong accumulated surplus to ensure that the entity is able to meet any commitments which will sustain the future development of the industry. The board of Directors monitors the surplus on a regular basis and allocates funds when circumstances are appropriate.

The entity is not subjected to externally imposed capital requirements.

(E) Net fair values

The net fair values of financial assets and liabilities are either equal to or approximate their carrying amounts. The carrying amounts of all financial assets and liabilities are reviewed to ensure they are not in excess of the net fair value.

27. Company details

GRP Corporation Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 2, 350 Kent Street, Sydney, NSW 2000. The previous registered office and principal place of business was level 23, 123 Pitt Street, Sydney NSW 2000.

SHAREHOLDER INFORMATION

Restriction on Shares

There are no shares under escrow as at 30 June 2009.

Major Shareholders

As at 1 February 2011 the 20 largest holders of Ordinary Shares held 178,027,944 shares equal to 90.23 percent of the total number of shares on issue.

Major shareholders	Number of shares	%
Prosperity Capital Pty Ltd	33,333,334	16.90%
Sinbad Pty Ltd	33,333,333	16.90%
Mr Miguel Rodolfo Laborde	33,333,333	16.90%
Shan Pei Investment Ltd	29,327,944	14.87%
Glacier Pty Ltd	8,000,000	4.06%
Confadent Ltd	6,000,000	3.04%
Howlett Retirement Pty Ltd	5,000,000	2.54%
Mr Steve John Woodland	3,500,000	1.77%
Yanmar Soil Pty Ltd	3,500,000	1.77%
Mr Brendan Egan	3,000,000	1.52%
Mr Glyn Povey	2,500,000	1.27%
Jomark Super Pty Ltd	2,000,000	1.01%
Southern Amity Inc.	2,000,000	1.01%
Mr Kenneth Ray Jeffrey	2,000,000	1.01%
Mr Brian Williams	2,000,000	1.01%
Ms Faye Longmuir	2,000,000	1.01%
Ms Vikki Cookson	2,000,000	1.01%
Mr Craig Thomas Brunt	2,000,000	1.01%
Skyworth Investment Limited	1,700,000	0.86%
Mr Anthony Rowbottam	1,500,000	0.76%
	178,027,944	90.23%

Substantial Shareholders

As at 1 February 2011 the following shareholders were regarded as substantial shareholders:

	Number of Shares
Prosperity Capital Pty Ltd	33,333,334
Sinbad Pty Ltd	33,333,333
Mr Miguel Rodolfo Laborde	33,333,333
Shan Pei Investment Ltd	29,327,944

Shareholder Information (continued)

Distribution of Shareholdings

At 1 February 2011, the distribution of shareholdings was as follows:

Range	Number ofholders	% of holders	Number ofshares	% of shares
1 – 1,000 shares	6	2.72	4,007	0.00
1,001 – 5,000 shares	199	69.05	442,747	0.22
5,001 – 10,000 shares	18	7.48	154,700	0.08
10,001 – 100,000 shares	37	12.24	1,618,655	0.82
100,001 shares and over	51	8.51	194,993,335	98.87
	311	100.00	197,213,444	100.00

As at 8 March 2011 , there were 250 shareholders with less than a marketable parcel of ordinary shares totalling 2,170,423 shares.

Voting Rights of Shareholders

All fully paid ordinary shareholders are entitled to vote at any meeting of the members of the Company and their voting rights are on:

• show of hands one vote per shareholder; and
• poll one vote per full paid ordinary share.

Registered Office

Level 2, 350 Kent Street,

Sydney, NSW 2000.

Telephone 02 9299 2289 Facsimile 02 9299 2239

Company Secretary

Mr Steve Nicols

Share Registry

Security Transfer Registrars Pty Ltd

770 Canning Highway, Applecross WA 6953

Mailing Address

PO box Box 535, Applecross WA 6953

Telephone (08) 9315 2333 Facsimile (08) 9315 2233 Website www.securitytransfer.com.au

Stock Exchange Listing

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