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REDCASTLE RESOURCES LIMITED Interim / Quarterly Report 2008

Feb 28, 2008

65668_rns_2008-02-28_3b376eef-56ea-4095-b5ca-ad8800f98e73.pdf

Interim / Quarterly Report

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HALF-YEAR INFORMATION GIVEN TO THE ASX UNDER LISTING RULE 4.2A

Name of Entity

Great Pacific Capital Limited

ABN or equivalent reference #
57 096 781 716

Reporting period Previous corresponding period Half-year ended 31st December 2007 Half-year ended 31st December 2006

The information contained in this appendix should be read in conjunction with the most recent annual financial report.

Contents

Page No
Results for announcement to the market 1
Net tangible assets per ordinary share 2
Other information regarding this appendix 2

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Revenue from ordinary activities down 93.23% to $176,375
Loss from ordinary activities after income taxattributable to members up NA to $9,880,734
Net loss for the year attributable to members up NA to $9,880,734
Dividends per Share Amount per share Franked amount per shareat 30% tax
Final 0 cents 0 cents
Interim 0 cents 0 cents

No dividend was declared in respect of the half year period to 31 December 2007

Previous
Current period corresponding period
2007 2006
Net tangible assets per ordinary share
(NTA backing) 0.14 0.53

Other information

The information contained in this Appendix 4D is based on the attached financial report for the half year ended 31 December 2007 which is subject to an independent review.

GREAT PACIFIC CAPITAL LIMITED ABN 57 096 781 716 AND ITS CONTROLLED ENTITIES FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

CONTENTS

Directors' Report Page No.1
Auditor's Independence Declaration 3
Consolidated Income Statement 4
Consolidated Balance Sheet 5
Consolidated Statement of Changes in Equity 6
Consolidated Cash Flow Statement 7
Notes to the Financial Statements 8
Directors' Declaration 14
Independent Review Report 15

DIRECTORS' REPORT

The Directors present their report on the consolidated entity consisting of Great Pacific Capital Limited and the entities it controlled for the half year ended 31 December 2007.

Directors

The following persons held office as Directors during or since the end of the half year ended 31 December 2007:

Alfred Wong, Chairman Danny Au-Yeung Ivan Wong

Results and review of operations

The net result of the consolidated entity after income tax for the half year ended 31 December 2007 was a loss of $9,880,734 (2006: profit of $803,584). This is mainly due to the write off of the book value of the receivables from the owners of the Bellambi site against debts owing to certain creditors under the debt restructuring proposal approved by shareholders at the extraordinary general meeting on 9 November 2007.

As disclosed in the 2007 Annual Report, the board put forward the following proposals to manage the Great Pacific Capital Limited (GPCL) Group's liabilities to certain unsecured creditors and the holders of debenture notes issued by the GPCL Group.

  • assigning its entitlement to the receivable from the owner of the land at the Bellambi West Colliery site to the remaining unsecured creditors and debenture noteholders in consideration for those unsecured creditors and debenture noteholders releasing and discharging the GPCL Group from all liabilities in respect of the debts that the GPCL Group owes to them (Debt Restructuring Proposal); and
  • one of the GPCL Group's creditors converting part of the debts owing to it into equity in GPCL (Debt Conversion Proposal).

In an extraordinary general meeting of shareholders held on 9 November 2007, the shareholders approved both proposals. The approvals of these proposals enabled GPCL to complete the offset of debts by the assignment of receivables and the issue of shares in GPCL. This will provide GPCL with a clean platform for subsequent capital raisings by GPCL and the implementation of the GPCL Group's expansion program.

In the event that the GPCL Group is unable to complete any capital raising or other expansion program, 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 the might be necessary should the consolidated entity not be able to continue as a going concern.

In the event the Group is unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those currently stated in this report.

DIRECTORS' REPORT

Matters subsequent to the end of the reporting period

There are no matters or circumstances that have arisen since 31 December 2007 that has significantly affect, or may significantly affect:

  • (a) The consolidated entity's operations in the future financial years, or
  • (b) The result of those operations in future financial years, or
  • (c) The consolidated entity's state of affairs in the future financial years.

Auditor's Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 3.

Signed at Sydney this 29th day of February 2008 in accordance with a resolution of the Directors.

………………………………………. ……………………………………… Alfred Wong Danny Au-Yeung Director Director

GREAT PACIFIC CAPITAL LIMITED AND CONTROLLED ENTITIES ABN 57 096 751 716

AUDITOR'S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF GREAT PACIFIC CAPITAL LIMITED

I declare that, to the best of my knowledge and belief, during the half year ended 31 December 2007 there have been:

  • (i) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
  • (ii) no contraventions of any applicable code of professional conduct in relation to the audit.

Hall Chadwick Level 29, 31 Market St Sydney NSW 2000

DAVID KENNEY

Partner Date: 29 February 2008 Sydney Level 29 St Martins Tower 31 Market Street Sydney 2000 New South Wales

Chartered Accountants & Business Advisers

GPO Box 3555 SYDNEY NSW 2001

or DX 1451 Sydney

Telephone: (02) 9263 2600 Facsimile: (02) 9263 2800 Email: sydney@ hallchadwick.com

Penrith

Telephone: (02) 4721 8144 Facsimile: (02) 4721 8155

Partners Robert Elliott Geoffrey McDonald Drew Townsend David Kenney Richard Albarran Gino Malacca Paul Leroy Steven Glodman

Associates Blair Pleosh Graham Webb Lyle Valiance Bill Petrovski

National Association Hall Chadwick

Other Independent firms in: Melbourne Brisbane Adelaide Gold Coast Perth

www.hallchadwick.com.au

A Member of AGN International Lid, a worldwide association of separate and Independent accounting and consulting

CONSOLIDATED INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

Consolidated Consolidated
31 Dec 2007 31 Dec 2006
Notes $ $
Interest income 2 375 2,179,387
Interest expense 2 (109,288) (1,706,318)
Net interest (expense)/income (108,913) 473,069
Fee and commission income 3 - 425,973
Other income - 4
Realised gains on disposal of financial assets 176,000 -
Loss on sale of property (75,723) -
Receivables written off (13,723,076) -
Depreciation and amortisation expense (2,663) (2,834)
Employee expenses (116,149) (156,278)
Lease and rental expenses (28,334) (60,904)
Legal and professional fees (41,007) (226,502)
Other expenses (139,927) (146,010)
(Loss)/Profit before income tax (14,059,792) 306,518
Income tax benefit 4,179,058 497,066
(Loss)/Profit attributable to members of the parent entity (9,880,734) 803,584
Cents per share
Basic earnings per share (93.27) 6.8
Diluted earnings per share (93.27) 6.8

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

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2007

Consolidated Consolidated
31 Dec 2007 30 Jun 2007
Notes $ $
Assets
Cash and cash equivalents 16,248 19,678
Receivables 5 332,470 17,215,976
Loans 6 - 9,093,956
Deferred tax assets 11,070,868 12,245,697
Financial assets - 824,000
Property, plant and equipment 7 25,205 1,482,868
Total assets 11,444,791 40,882,175
Liabilities
Bank overdraft 399,722 1,759,648
Trade and other payables 8 218,938 3,502,468
Provision – annual leave 37,529 38,237
Financial liabilities 9 - 12,183,116
Deferred tax liabilities 4,979,289 10,337,674
Total liabilities 5,635,478 27,821,143
Net assets 5,809,313 13,061,032
Equity
Issued capital 10 7,375,015 4,735,500
Reserves 3,132,587 3,143,087
Retained (losses)/profits (4,698,289) 5,182,445
Total equity 5,809,313 13,061,032

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2007

$ $ $ $ $ $
Share CapitalOrdinary RetainedProfits/(Losses) AssetRevaluationReserve AssetRealisationReserve FinancialAsset Reserve Total
Balance at 1.7.2006 4,735,500 110,435 705,587 - - 5,551,252
Profit attributable to membersof parent entity - 803,584 - - - 803,584
Balance at 31.12.2006 4,735,500 914,019 705,587 - - 6,355,106
Balance at 1.7.2007 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 taxliability in relation todevaluation of land - - 4,500 - - 4,500
Transfer to realisation reserve - - (213,920) - - (213,920)
Transfer from revaluationreserve - - - 213,920 - 213,920
Loss attributable to membersof parent entity - (9,880,734) - - - (9,880,734)
Balance at 31.12.2007 7,375,015 (4,698,289) - 383,587 2,749,000 5,809,313

CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2007

Consolidated31 Dec 2007 Consolidated31 Dec 2006
$ $
Cash flows from operating activities
Interest received 376 2,050
Interest paid (729,933) (775,379)
Operating receipts 603,479 1,204,040
Operating payments (948,571) (979,882)
Net cash used in operating activities (1,074,649) (549,171)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 1,369,594 1,100,000
Payments for property, plant and equipment - (271)
Proceeds from repayment of loans - 576,148
Net cash provided by investing activities 1,369,594 1,675,877
Cash flows from financing activities
Proceeds from issue of shares 2,639,515 -
Dividends paid in relation to prior years (3,365) (383)
Proceeds from borrowings 419,000 300,000
Repayments of borrowings (1,993,599) -
Net cash provided by financing activities 1,061,551 299,617
Net increase in cash held 1,356,496 1,426,323
Cash at the beginning of the financial period (1,739,970) (2,945,269)
Cash at the end of the financial period (383,474) (1,518,946)

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

8

GREAT PACIFIC CAPITAL LIMITED AND CONTROLLED ENTITIES

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007

1. Summary of significant accounting policies

Basis of preparation of financial report

This half year consolidated general purpose financial report has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards AASB134: Interim Financial Reporting, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standard Board.

This report should be read in conjunction with the annual financial report for the year ended 30 June 2007 and any public announcements made by Great Pacific Capital Limited and its controlled entities during the half year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and Australian Stock Exchange Listing Rules.

Accounting policies adopted has been consistently applied and are consistent with those applied in the 30 June 2007 annual report, unless otherwise specified.

This half year report does not include full disclosures of the type normally included in an annual financial report.

(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.

As disclosed in the 2007 Annual Report, the board put forward the following proposals to manage the Great Pacific Capital Limited (GPCL) Group's liabilities to certain unsecured creditors and the holders of debenture notes issued by the GPCL Group.

  • assigning its entitlement to the receivable from the owner of the land at the Bellambi West Colliery site to the remaining unsecured creditors and debenture noteholders in consideration for those unsecured creditors and debenture noteholders releasing and discharging the GPCL Group from all liabilities in respect of the debts that the GPCL Group owes to them (Debt Restructuring Proposal); and
  • one of the GPCL Group's creditors converting part of the debts owing to it into equity in GPCL (Debt Conversion Proposal).

In an extraordinary general meeting of shareholders held on 9 November 2007, the shareholders approved both proposals. The approvals of these proposals enabled GPCL to complete the offset of debts by the assignment of receivables and the issue of shares in GPCL. This will provide GPCL with a clean platform for subsequent capital raisings by GPCL and the implementation of the GPCL Group's expansion program. As a result, the company incurred a loss for the period of $9,880,734.

In the event that the GPCL Group is unable to complete any capital raising or other expansion program, 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 the might be necessary should the consolidated entity not be able to continue as a going concern.

In the event the Group is unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those currently stated in this report.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007

(b) Taxation

(i) Income tax

The consolidated entity adopts the liability method of tax-effect accounting whereby the charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. 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 is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(ii) Tax consolidation regime

Great Pacific Capital Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and tax credits, which are immediately assumed by the parent entity. The current tax liability of each group is then subsequently assumed by the parent entity. The group notify the Australian Tax Office that it had formed an income tax consolidated group to apply from 1 July 2006. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

(iii) 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.

(c) 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.

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

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007

(d) 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.

(e) Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is deprecated on a straight line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

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

Class of fixed asset Depreciation rate
Office fittingsComputer equipmentCommunication equipmentFurniture and fixtures 7-8%25%14-15%7-8%

(f) Revenue recognition

Fees, commissions and interest income from the provision of financial services are recognised on an accrual basis.

(g) Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current half year.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007

Consolidated31 Dec 2007$ Consolidated31 Dec 2006$
2. Interest income and expense
Interest income
Loans and advances - 2,177,338
Other 375 2,049
Total interest income 375 2,179,387
Interest expense
Borrowings 104,349 1,706,318
Other 4,939 -
Total interest expense 109,288 1,706,318
3. Fee and commission income and expense
Fee and commission income
Guarantor fee - 425,973
Total fee and commission income - 425,973

4. Dividends

No dividends were declared in respect of the half year ending 31 December 2007.

Consolidated31 Dec 2007 Consolidated30 Jun 2007
5. Receivables
Interest on loans and advances 22,255,439 36,101,724
Provision for doubtful debts (22,255,439) (22,255,439)
- 13,846,285
Fee receivables - 3,216,171
Other debtors 332,470 153,520
332,470 17,215,976
6. Loans
Loans - other - 9,093,956
Maturity analysis
Longer than 1 and not longer than 5 years - 9,093,956

The company has provided a loan facility to the owner of the land at the Bellambi West colliery site. The principal sum outstanding as at 31 December 2007 is $9,093,956. The related interest receivable and the guarantee fee on this loan as at 31 December 2007 is $21,062,456 which was assigned to certain creditors and a debenture note holder as detailed in the debt restructuring proposal approved by shareholders in an extraordinary general meeting held on 9 November 2007.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007

7. Property, plant and equipment Consolidated31 Dec 2007$ Consolidated30 Jun 2007$
Land
At independent valuation - 1,455,000
Furniture, fixtures and fittings, at cost 34,712 34,712
Accumulated depreciationWritten down value (11,565)23,147 (9,512)25,200
Computer and other equipment, at cost 30,855 30,855
Accumulated depreciation (28,797) (28,187)
Written down value 2,058 2,668
25,205 1,482,868

Valuations

Land owned by GPC No.5 (Wombarra) Pty Ltd was sold and settled during the half year to December 2007.

The June 2007 independent valuations of land and buildings were based on an estimated selling price by a real estate agent at that time.

8. Trade and other payables
Accrued expenses 76,581 178,618
Sundry creditors 142,358 192,163
Interest payable on debenture notes - 911,815
Interest payable on borrowings - 2,219,872
218,939 3,502,468
9. Financial liabilities
Promissory and debenture notes - 2,350,000
Other short term financial liabilities - 9,833,116
- 12,183,116
Maturity analysis
Not longer than 3 months - 6,943,116
Longer than 3 and not longer than 12 months - 240,000
Longer than 1 and not longer than 5 years - 5,000,000
- 12,183,116

The debenture notes are repayable at various maturity dates and secured by floating charges over assets of the controlled entities issuing these notes. Interest is payable monthly in arrears with rates ranging from 5% per annum to 6% per annum.

Bonus payments with rates ranging from 9% to 15% are payable upon maturity of the debenture notes.

The majority of financial liabilities and its related interest payable were fully offset against loans and interest receivable from the owner Bellambi West colliery site as detailed in the debt structuring proposal approved by shareholders at the extraordinary general meeting held on 9 November 2007.

A creditor has converted the debts owing to it into equity in GPCL on 12 December 2007 as detailed in the debt conversion proposal approved at that same meeting.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2007 Consolidated Consolidated 31 Dec 2007 30 Jun 2007 $ $ 10. Share Capital Opening balance 4,735,500 4,735,500 Issue of shares in accordance with debt conversion proposal as approved by shareholders 2,639,515 - Closing balance 7,375,015 4,735,500 Number of shares Number of shares Opening balance 11,885,500 11,885,500 Issue of shares in accordance with debt conversion proposal as approved by shareholders 29,327,944 - Closing balance 41,213,444 11,885,500

11. 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.

12. Events occurring after reporting date

There are no matters or circumstances that have arisen since 31 December 2007 that have significantly affect, or may significantly affect:

  • (a) The consolidated entity's operations in the future financial years, or
  • (b) The result of those operations in future financial years, or
  • (c) The consolidated entity's state of affairs in the future financial years.

13. Contingencies

Litigations

In the normal course of business operations, Great Pacific Capital Limited and its controlled entities enter into various types of business contracts that may give rise to contingent liabilities. As at 31 December 2007, there were no outstanding legal claims.

Guarantees Provided

Some entities within the consolidated entity have provided guarantees to third parties in relation to the performance and obligations of certain borrowers in respect to a certain loan facility. The guarantee is for the term of the facility which is 3 years. The consolidated entity charges guarantee fees based on the amount of the facility for providing such guarantee.

The total value of the facilities provided whereby guarantees have been provided to third parties amounted to $39.8 million. This amount represents the maximum exposure to the consolidated entity. The entity is in the process of negotiating with the third parties lender to release it from this guarantee.

14. Related Parties

There were no changes to related party arrangements during the period to 31 December 2007.

DIRECTORS' DECLARATION

In the opinion of the Directors of Great Pacific Capital Limited:

  • (a) the financial statements and notes, set out on pages 4 to 13, are in accordance with the Corporations Act 2001:
    • (i) give a true and fair view of the financial position of the Company and consolidated entity as at 31 December 2007 and of its performance for the half year ended on that date; and
    • (ii) comply with Accounting Standard AASB134: Interim Financial Reporting and the Corporations Regulations 2001; and
  • (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. As disclosed in Note 1, the groups' mid to long term future is dependent upon the successful completion of any subsequent expansion program to be proposed.

Signed at Sydney this 29th day of February 2008 in accordance with a resolution of the Directors.

____________________________ ______________________________

Director Director

Alfred Wong Danny Au-Yeung

GREAT PACIFIC CAPITAL LI TED AND CONTROLLED ENTITIES N 57 096 781 716

INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF GREAT PACIFIC CAPITAL LIMITED

Review on the Half Year Financial Report

We have reviewed the accompanying half-year financial report of Great Pacific Capital Limited and Controlled Entities (the consolidated entity), which comprises the balance sheet as at 31 December 2007, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, a summary of significant accounting policies, and other explanatory notes and the directors' declaration.

Directors' Responsibility for the Half Year Financial Report

The directors of the consolidated entity responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2007 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134: Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Great Pacific Capital Limited and Controlled Entities, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, provided to the directors of Great Pacific Capital Limited on 29 February 2008 would be in the same terms if provided to the directors as at the date of this auditor's report.

dne Level 29 St Martins Tower 31 Market Street Sydney 2000 New South Wales

GPO Box 3555 SYDNEY NSW 2001 or

DX 1451 Sydney

Telephone: (02) 9263 2600 Facsimile: (02) 9263 2800 Email: sydney@ hollchadwick.corn. a

Penrith

Telephone: (02) 4721 8144 Facsimile: (02) 4721 8155

Partners Robert Elliott Geoffrey McDonald Drew Townsend David Kenney Richard Albarran Gino Molacco Paul Leroy Steven Gladman

Associates Blair Pleash Graham Webb Lyle Valiance Bill Petrovski

National Association Hall Chadwick

Other Independent firms in: Melbourne Brisbane Adelaide Gold Coast Perth

www.hallchadwick.cam.au

A Member of AGN International Ltd, a worldwide association of accounting and consulting Firms.

Liability limited by a Scheme approved under Professional Standards Legislation

k loll CK- wick) Chartered Accountants & Business Advisers

GREAT PACIFIC CAPITAL LIMITED AND CONTROLLED ENTITIES ABN 57 096 781 716

INDEPENDENT AUDITOR'S REVIEW REPORT TO THE MEMBERS OF GREAT PACIFIC CAPITAL LIMITED

Basis for Qualified Conclusion

Going Concern

We draw attention to Note 1(a) in the financial report, which indicates that the company incurred a net loss of $9,880,734 during the period ended 31St December 2007. Note 1(a) also states the directors' reasons for the financial report being prepared on a going concern basis. Should the company not achieve the matters as set forth in Note 1(a) there is significant uncertainty about the company's ability to continue as a going concern

Deferred Tax Balances

Included in the balance sheet is deferred tax assets amounting to $11,070,868 and deferred tax liabilities amounting to $4,979,289. In our opinion the company does not satisfy the probability criteria of generating future taxable profits in accordance with AASB 112 "Income Taxes". Accordingly the deferred tax asset balance should be written down by $11,070,868 and the deferred tax liability balance written back by $4,979,289 and the loss increased by $6,091,579.

Qualified Conclusion

Based on our review, which is not an audit, except for the effects of such adjustments, if any, as might have been determined to be necessary had we been able to satisfy ourselves as to the matters referred to in the preceding paragraphs, we have not become aware of any matter that makes us believe that the half year financial report of Great Pacific Capital Limited and Controlled Entities is not in accordance with the Corporations Act 2001, including:

  • (a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2007 and of its performance for the half year ended on that date; and
  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001

Hall Chadwick Level 29, 31 Market Street Sydne

David Kenney

Partner Date: 29 Februar$ 2008

GPO Box 3555 SYDNEY NSW 2001 or

DX 1451 Sydney

Telephone: (02) 9263 2600 Facsimile: (02) 9263 2800 Email: sydney@ halichadwick.com.au

Penrith

Telephone: (02) 4721 8144 Facsimile: (02) 4721 8155

Partners Robert Elliott Geoffrey McDonald Drew Townsend David Kenney Richard Albarran Gino Malacco Paul Leroy Steven Gladman

Associates Blair Pleash Graham Webb Lyle Valiance Bill Petrovski

National Association Hall Chadwick

Other Independent firms in: Melbourne Brisbane Adelaide Gold Coast Perth

www.holichodwick.com.ou

A Member of AGN International Ltd, a worldwide association of separate and Independent accounting and consulting Firms