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RENT.COM.AU LIMITED Annual Report 2003

Mar 30, 2003

65722_rns_2003-03-30_fba531b9-b835-4e44-bf06-6c873950ac66.pdf

Annual Report

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Controlled Maxgoks Riving Diezozoast Dzelmaaron. STATEMENTS OF FINANCIAL PERSORMANCE STATEMENTS OF FINANCIAL POSITION SMENENIS OF CASH FROWS NORES TO THE 2D ANCIAL STATEMENTS INDEPENDENT AUDITORS REPORT TO MEMBERS SHARRIOUTER INFORMATION Gertzer en Britse ferre

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PARTICULAR

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D REGTORS' REPORT

Your directors present their report on the Company and its controlled entities for the year ended 31 December 2002.

DIRECTORS

The names of the directors of the Company at any time during or since the end of the year are:

Bryan Frost Chairman - Executive
Richard Revelins Executive
Peter Marks Non-Executive
Jonathan Brett Non-Executive

PRINCIPAL ACTIVITIES

The principal activity during the year of the economic entity was the provision of communication management solutions and investment.

There were no significant changes in the nature of the economic entity's principal activities during the financial year.

OPERATING RESULTS

The consolidated loss of the economic entity after providing for income tax amounted to \$614,121 (2001: loss of \$6,256,555).

DIVIDENDS

No dividend is recommended for the year. No dividends were paid during the year.

REVIEW OF OPERATIONS & FUTURE DEVELOPMENTS

As reported previously, in October 2001 the Company announced that it had entered into an agreement with telecommunications group M2 Technology Holdings Ltd, whereby M2 would, pursuant to a licence agreement, market Select-Tel's bundled telephone hardware products to the Australian SME market place. It was envisaged that this licensing agreement would increase sales and distribution channels to a broader market sector and substantially reduce costs. The agreement, covering an initial term of 5 years was signed in October 2001 and has been operational since that date. During the period M2 has generated an increase in sales, particularly in the period since April 2002. As a consequence of this increased activity Select-Tel's revenue stream arising from the contract has also increased significantly. The contract had an initial term of 5 years and expires at the end of September 2006, but can be extended.

As alluded to in last year's report the Directors, have been of the view that over the longer term the revenue generated by the M2 Technology agreement would not generate sufficient returns to shareholders and announced that they would be exploring new opportunities which would either add to, extend or diversify the Company's current activities.

During the year, the Company received a variety of investment proposals for consideration. They covered a significant number of industries and were at various stages of development and/or profitability. Following extensive due diligence none were considered appropriate in terms of providing the opportunity for increasing the attractiveness of Select-Tel and maximising the potential returns in the future.

Following extensive discussions with personnel from the Macfarlane Burnet Institute for Medical Research and Public Health, the Company in late January 2003 entered into a Memorandum of Understanding relating to the establishment and funding of subsidiaries dedicated to the commercialisation of various technologies in the area of infectious diseases, particularly hepatitis and those caused by rhinoviruses and picornaviruses. The Macfarlane Burnet institute for Medical Research and Public Health's work in the hepatitis area is likely to lead to the early production of a potentially market-leading diagnostic for hepatitis A & E both major problems/diseases.

As part of the proposed transactions, the Company will fund the R & D and commercial programs of the project companies for an initial 2 year period, subject to the achievement of certain agreed milestones.

The proposed transaction with Macfarlane Burnet Institute for Medical Research and Public Health, at the date of this report, is subject to a number of conditions including finalisation of documentation, approval of shareholders and the raising of additional funds via the issue of a prospectus. The directors believe that on the basis of the proposed transactions proceeding, all arrangements should be finalised by June 2003 and that the arrangements represent an exciting extension to the Company's current activities, in return for a majority equity position in each new subsidiary company. The Company believes this opportunity has exciting prospects and is conducting further investigations into the technologies and the intellectual property position.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

The following significant changes in the state of affairs of the parent entity occurred during the financial year:

On 24 January 2002, the Company proposed the following changes to share capital, subject to shareholder approval:

  • a. A consolidation of capital on a 4:1 basis.
  • b. Issue of additional shares to raise \$1,050,000.
  • c. A non-renounceable rights issue of 2:3.

All proposals were subsequently approved at a General Meeting of Members on 7 March 2002.

On 22 March 2002, the Company announced the consolidation of capital and successful raising of \$1,050,000 for working capital and future developments.

On 5 April 2002 a prospectus for the rights issue was lodged with the ASX and ASIC.

On 11 March 2002, the Company acquired 5,800,000 shares in an unlisted entity in settlement of a receivable carried in the accounts at \$290,000.

ENVIRONMENTAL ISSUES

DIRECTOR INFORMATION

The economic entity's operations are not subject to significant environmental regulation under the law of the Commonwealth and State.

Director:
Age:
Bryan Frost
62
Director:
Age:
Richard Revelins
41
Experience: Mr Frost was a partner of a Melbourne Qualifications: BEC
based stockbroking firm until 1973, where
he specialised in advising international
investors, banks and investment funds on
Australian arbitrage and investments. Over
the past 32 years he has been involved
in a number of public companies as an
Executive Director and major shareholder
and possesses extensive experience in
Experience: Mr Revelins has held senior executive
director positions in merchant banking
and stockbroking firms and has acted as
an advisor to a number of public companies
in such matters as takeovers, mergers and
acquisitions, sale of businesses, debt and
equity raisings and strategic financial advice.
financial structuring and management. Mr Revelins is a Director of Trans-Global
Mr Frost is currently Executive Chairman of
Trans-Global Interactive Limited, Yamarna
Goldfields Limited, Peregrine Corporate
Limited, Peregrine Strategic Limited, First
Au Strategies Corp. (Vancouver), Peregrine
Securities NL, Futurebourse Limited and
Prima Biomed Limited.
Interactive Limited, Yamarna Goldfields
Limited, Peregrine Corporate Limited,
Peregrine Strategic Limited, First AU
Strategies Corp (Vancouver), Peregrine
Securities NL and Futurebourse Limited.
Mr Revelins is the Company Secretary of
Prana Biotechnology Limited.
Special Chairman - Executive Special Executive
Responsibilities: (Appointed 21 December 2001) Responsibilities: (Appointed 21 January 2002)
Interest in Shares
and Options:
Shares:
Direct - Nil
Indirect - 3,201,363
Options:
Direct - Nil
Indirect - 4,105,396
Interest in Shares
and Options:
Shares:
Direct -- Nil
Indirect $- 2,426,608$
Options:
Direct - Nil
Indirect - 1,911,123

Director:
Age:
Peter Marks
47
Director:
Age:
Jonathan Brett
45
Qualifications: BEc, LLB, Dip Comm Law, MBA Qualifications: B. Com B. Acc M. Com CA(SA)
Experience: Mr Marks has 23 years experience.
advising listed and unlisted companies
on issues ranging from corporate and
company structure, valuations, business
Experience: Mr Brett has 22 years experience in general
management, finance and investment.
Several years as managing director of
publicly listed companies.
strategies, acquisitions and international
opportunities.
Mr Brett is a director of NRMA Ltd.
First Wine Fund Ltd and First Investment
He has specialist experience in the areas
of capital raisings, underwritings, IPO's
and venture capital transactions.
Corporation Ltd.
Special
Responsibilities:
Director - Non-executive
(Appointed 25 July 2000)
Mr Marks is a Director of Peregrine
Corporate Ltd and Chairman of Premier
Bionics Limited.
Interest in Shares
and Options:
Shares:
Direct $-1,038,969$
Indirect - Nil
Special
Responsibilities:
Director -- Non-executive
(Appointed 21 December 2001)
Options:
Direct - 1,714,762
Interest in Shares
and Options:
Shares:
Direct – Nil
Indirect - 21,666
Options:
Direct - 1,000,000
Indirect - 181,111
Indirect - Nil

MEETINGS OF DIRECTORS

During the financial year, 16 meetings of Directors (including committee) were held. Attendances were:

Directors' Meetings Audit Committee Meeting
Eligible
to attend
Number
attended
Eligible
to attend
Number
attended
Bryan Frost 14 16 2
Richard Revelins 14 $1\hbar$ 2
Peter Marks 12 12 2
Jonathan Brett 14 16 1117

DIRECTORS' AND EXECUTIVE OFFICERS' EMOLUMENTS

The Company's policy for determining the nature and amount of emoluments of Board members and senior executives is as follows: The remuneration structure for executive officers, including executive Directors, seeks to emphasis payment for results.

The emoluments of each are as follows:

Directors Salarv Director's Fees Superannuation
Contributions
Redundancy
Payment
Total
Bryan Frost ww 60,000 MM ${}$ 60,000
Richard Revelins your 30,000 $\sim$ 30,000
Peter Marks ww 30,000 $\sim$ ${}$ 30,000
Jonathan Brett ww 30,000 $\sim$ $\cdots$ 30,000

Peter Marks also performed consultancy works for Select-Tel Limited and received during the year \$18,000 in payment for these services.

There are no executive officers of the Company or its controlled entities.

CORPORATE GOVERNANCE STATEMENT

The Board consists of Executive and Non-executive Directors.

NOMINATION & REMUNERATION COMMITTEE

The composition of the Board is proposed by the Nominations and Remuneration Committee chaired by Bryan Frost and comprises all other directors. The committee's sole responsibilities are to establish criteria for Board membership and to select appropriate members of the Board. Shareholder approval is required on the composition of the Board.

The Company policies regarding terms and conditions for remuneration relating to the appointment and retirement of the Board Members are approved by the Nominations and Remuneration Committee following professional advice.

The remuneration and terms and conditions for the Chief Executive Officer and other Senior Executives (currently nil) are reviewed and approved by the Nominations and Remuneration Committee are to ensure adequate human resource level within the economic entity, the selection of appropriate candidates and the setting and monitoring of employment conditions.

Directors have the right to seek independent professional advice, subject to prior approval of the Chairman, at the expense of the Economic Entity.

OPERATIONS COMMITTEE

This committee has been established as the Board's vehicle to facilitate the identification of significant areas of business risk, implement procedures to manage such risk and to develop policies regarding the establishment and maintenance of appropriate ethical standards. It comprises all members of the Board. Its specific role is to:

  • . ensure compliance in legal, statutory and ethical matters;
  • monitor the business environment:
  • identify business risk areas;
  • identify business opportunities; and
  • monitor systems established to ensure prompt and appropriate responses to shareholder complaints and enquiries.

AUDIT COMMITTEE

At the date of this report Select-Tel Limited had an audit committee consisting of the following Directors:

  • Bryan Frost
  • Richard Revelins
  • Peter Marks $\bullet$

The committee's responsibilities are to:

  • oversee the existence and maintenance of internal controls and accounting systems; Ŧ.
  • oversee the financial reporting process:
  • nominate external auditors; and
  • review the existing external audit arrangements. ÷.

SHARES UNDER OPTION

The following Shares were under Option during the financial year:

  • Options at the beginning of the year: 20,168,613 listed options exercisable at \$0.18 (pre 1:4 consolidation) on or before 30 April 2003
  • 20,168,613 listed options were consolidated 1:4 resulting in 5,042,101 listed options exercisable at \$0.72 on or before 30 April 2003
  • 24,552,518 options were issued as part of a rights issue of 2 options for every 3 ordinary shares held. The options are $\overline{\mathbf{v}}$ exercisable at \$0.20 on or before 1 February 2007
  • * 6,000,000 options were issued to the Directors, exercisable at \$0.20 on or before 1 February 2007
  • Options at the end of the year: 5,042,101 options exercisable at \$0.72 on or before 30 April 2003 30,552,518 options exercisable at \$0.20 on or before 1 February 2007

INSURANCE OF OFFICERS

During the financial year, the Company has not paid a premium to insure officers of the Company and related bodies corporate. Signed in accordance with a resolution of the Directors.

Peter Marks Director Melbourne, 27 March 2003

The Directors of the Company declare that:

    1. The financial statements and notes as set out on pages 7 to 23, are in accordance with the Corporations Act 2001:
  • a. Comply with Accounting Standards and the Corporations Regulations 2001; and
  • b. Give a true and fair view of the financial position as at 31 December 2002 and of the performance for the year ended on that date of the Company and Economic Entity;
    1. In the directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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

E.

Richard Revelins Director Dated this 27th day of March 2003

Peter Marks Director

STATEMENTS OF FINANCIAL PERFORMANCE

YEAR ENDED 31 DECEMBER 2002

Note Economic Entity Parent Entity
2002 2001 2002 2001
Ś \$ \$ \$
Revenues from ordinary activities $\overline{2}$ Salar
135,362
623,970 Automotive Con-
34,075
20,176
Raw Materials & Consumables Used 3 (442, 697)
Employee Expense Benefits (645, 163)
Depreciation & Amortisation 3 (5, 154, 189)
Professional Fees (223,543) (30,373) (207,734)
Auditors Remuneration 23 (57, 622) (58, 932) (57,622) (27,932)
Directors Fees (150,000) (148, 582) (150,000)
Rent 3 (114,782) (112,525)
Diminution of Investments S. (111, 610) (5,301,072)
Other expenses from ordinary activities (91, 926) (288,064) (97, 807) (528)
(Loss) from ordinary activities before
income tax expense (614, 121) (6, 256, 555) (479, 088) (5,309,356)
Income tax expense relating to ordinary activities 4
(Loss) from ordinary activities after income tax expense (614, 121) (6, 256, 555) $(479, 088)$ . (5,309,356)
Net (loss) attributable to outside equity interest
Net (loss) attributable to members of the
parent entity (614, 121) (6, 256, 555) (479,088) (5,309,356)
Total changes in equity other than those resulting
from transactions with owners as owners (614, 121) (6, 256, 555) (479, 088) (5,309,356)
Basic earnings per share (cents per share) 20 (1.76) (7.4)
Diluted earnings per share (cents per share) 20 and the company
(1.76)
(7.4)

The accompanying notes form part of these financial statements.

STATEMENTS OF FINANCIAL POSITION

YEAR ENDED 31 DECEMBER 2002

B

Note Economic Entity Parent Entity
2002 2001 2002 2001
\$ \$ S \$
Current Assets Kanada Melita
Cash assets 5 536,784 717,265 520,884 662,559
Receivables 6 $-143,490$ 333,976 43,109 558,545
Other financial assets 7 $-685,033$ : a sa Tarawa
Malaysia
Other 8 59,000 2,218 24,000 2,218
Total Current Assets या समापा
1,424,307
1,053,459 e a an C
587,993
1,223,322
Non-current Assets
Receivables 9 1,131,255.
Property, plant & equipment 10
Intangible assets 11
Other financial assets 12 290,000 790,000 500,000
Total Non-current Assets station.
290,000
1,921,255 500,000
Total Assets AG ST
1,714,307
1,053,459 2,509,248 1,723,322
Current Liabilities
Payables 13 161,052 88,845 68,382 6,130
Total Current Liabilities Service.
161,052
88,845 Savador
68,382
6,130
Total Liabilities Salar
161,052
88,845 $\overline{\mathcal{A}_{\mathcal{A}}(\mathcal{A})}$
$\sqrt{1+\sqrt{1+\left(\frac{1}{2}\right)^2}}$
68,382
6,130
Net Assets all the college
1,553,255
964,614 2,440,866 1,717,192
Equity The County as Javir
Contributed equity 14 21,319,735 20,116,973 21,319,735 20,116,973
Accumulated losses 15 (19,766,480) (19, 152, 359) (18, 878, 869) (18,399,781)
Total Equity 1,553,255 964,614 2,440,866 1,717,192

The accompanying notes form part of these financial statements.

STATEMENTS OF CASH FLOWS

YEAR ENDED 31 DECEMBER 2002

Note Economic Entity Parent Entity
2002 2001 2002 2001
Ś Ŝ \$ \$
Cash Flows from Operating Activities
Receipts from customers 28,061 - 663,123 2,420
Payments to suppliers and employees (555, 971) (1,895,758) (491,745) (34,510)
Interest received 36,007 31,305 34,075 17,958
Interest and other costs of finance paid (47)
Net Cash Flows from/(used in) Operating Activities
17(a)
(491, 950) (1, 201, 330) (455, 250) (16, 552)
Cash Flows from Investing Activities
Proceeds from sale of property, plant and equipment 14,278
Purchase of property, plant and equipment (34, 282)
Purchase of equity investments (796.642)
Loan to other entities (94, 651) (20.000)
Advances to related parties (869, 187) (252,068)
Net Cash Flows from/(used in) Investing Activities (891,293) (20,004) (889, 187) (252,068)
Cash Flows from Financing Activities
Proceeds from issue of shares & other equity securities 1,202,762 925,416 1,202,762 925,416
Net Cash Flows from/(used in) Financing Activities 1,202,762 925,416 1,202,762 925,416
Net increase/(decrease) in Cash Held (180, 481) (295.918) (141, 675) 656,796
Cash at 1 January 2002 717,265 1,013,183 662,559 5,763
17(b)
Cash at 31 December 2002
536,784 717,265 520,884 662,559

The accompanying notes form part of these financial statements.

Millian St

E

aad)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of accounting

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

The financial report covers the economic entity of Select-Tel Limited and controlled entities, and Select-Tel Limited as an individual parent entity. Select-Tel Limited is a listed public company, incorporated and domiciled in Australia.

The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values, or except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets.

The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

(b) Principles of consolidation

A controlled entity is an entity controlled by Select-Tel Limited. Control exists where Select-Tel Limited has the capacity to dominate the decision-making in relation to the financial and operating polices of another entity so that the other entity operates with Select-Tel Limited to achieve the objects of Select-Tel Limited. A list of controlled entities is contained in Note 16 to the financial statements.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation.

Where controlled entities have entered or left the economic entity during the year, their operating results have been included from the date control was obtained or until the date control ceased.

Outside interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

(c) Cash and cash equivalents

Cash on hand and in banks and short-term deposits are stated at the lower of cost and net realisable value.

For the purposes of the Statement of Cash Flows, cash includes cash on hand and in banks, and money market investments readily convertible to cash within 2 working days, net of outstanding bank overdrafts.

(d) Trade and other receivables

Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectable debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written-off as incorred.

Receivables from related parties are recognised and carried at the nominal amount due. Interest is taken up as income on an accrual basis.

(a) Investments

Current investments are carried at the lower of cost and recoverable amount.

(f) Recoverable amount

Non-current assets are not carried at an amount above their recoverable amount, and where carrying values exceed this recoverable amount assets are written down. In determining recoverable amount, the expected net cash flows have not been discounted to their present value using a market determined risk adjusted discount rate.

Where assets have been revalued, the potential effect of the capital gains tax on disposal has not been taken into account in the determination of the revalued carrying amount.

(g) Property, plant and equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable any accumulated depreciation.

Depreciation

Depreciation is provided on a straight line basis on plant and equipment.

Maior depreciation periods are: 2002 2001
Furniture and fittings $13.20.0\%$ $13-20.0%$
Plant and equipment $-17-40.0\%$ $17 - 40.0%$
Leasehold Improvements 33.3% $33.3\%$

(h) Leases

Leases are classified at their inception as either operating or finance leases based on the economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.

Operating leases

The minimum lease payments of operating leases, where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item, are recognised as an expense on a straight line basis.

(i) Intangibles

Goodwill

Goodwill on consolidation is initially recorded at the amount by which the purchase price for an ownership interest in a controlled entity exceeds the fair value attributed to its net assets on the date of acquisition. Goodwill on consolidation has been fully amortised.

Billing Systems

The billing system is valued in the accounts at cost of acquisition and has been fully amortised.

(i) Trade and other payables

Liabilities for trade creditors and other amounts are carried at cost which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the consolidated entity.

Payables to related parties are carried at the principal amount. Interest, when charged by the lender, is recognised as an expense on an accrual basis.

(k) Share capital

Ordinary share capital is recognised at the fair value of the consideration received by the Company.

Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

$\left( 0 \right)$ Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the entity and the revenue can be reliably measured.

Revenue from sale of goods is recognised upon delivery of goods to the customers.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

Revenue from the rendering of service is recognised upon the delivery of that service to the customers.

All revenue is stated net of the amount of goods and services tax (GST).

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

(m) income tax

The economic entity adopts the liability method of tax-effect accounting whereby the income tax expense is based on the profit from ordinary activities adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become pavable.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.

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.

(n) Earnings per share

Basic earnings per share is determined by dividing the loss from ordinary activities after related income tax expense by the weighted average number of ordinary shares outstanding during the financial year.

$(a)$ $GST$

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

  • (i) where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
  • (ii) for receivables and payables which are recognised inclusive of GST.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables and payables.

Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.

(p) Comparative Figures

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

Economic Entity Parent Entity
2002 2601 2002 2001
S
NOTE 2: REVENUE FROM ORDINARY ACTIVITIES
Revenues from Operating Activities 医牙部分 经营收股票 经帐
Sales of goods/services a chair
- 99,355
586,943
Interest Revenue - other persons $\sim$ 36,007 33,523 34.075 20,176
Other 3.504
Total revenues Search of
135,362
623,970 The contract of the State State
34,075
20,176

есопотне евину rarent entity
2002 2001 2002 2001
\$ \$ Ś s
NOTE 3: PROFIT/LOSS FROM ORDINARY ACTIVITIES
Profit/Loss from ordinary activities before income tax has
been determined after:
(a) Expenses
Cost of Sales 442,697
Depreciation of non-current assets
- Plant and equipment 400,642
Total Depreciation 400,642
Amortisation of non-current assets
- Goodwill on consolidation 4,694,322
- Billing System Development 59,225
Total Amortisation 4,753,547
Bad and doubtful debts
- Trade debtors 13,902 120,317
— Other debtars 2,080
Total Bad and Doubtful Debts 13,902 122,397
Rental expense on operating leases
- minimum lease payments 114,782 112,525
(b) Revenue and net gains
Interest received from other persons 36,007 33,523 20,176
(c) Significant revenue and expenses
Provision for diminution in value of investment in controlled entity 5,301,072
Provision for diminution in value of investments 111,610
NOTE 4: INCOME TAX EXPENSE
(a) The prima facie tax payable on profit/loss from ordinary
activities before income tax is reconciled to the income tax
provided in the accounts as follows:
Prima facie tax payable on operating profit/loss before
income tax at 30% (2001:34%) (184, 236) (2, 127, 229) (143,726) (1, 805, 181)
Tax Effect of Permanent Differences
Amortisation of goodwill
Provision for diminution in value of investments
33,483. . 1,596,069
Future tax benefits not brought to account 150,753 531,160 1,805,181
Income Tax Expense
(b) The directors estimate that the potential future income
tax benefit at 31 December 2002 in respect of tax losses
not brought to account is: 619,424 531,160 1,736,533 1,805,181

This benefit for tax losses will only be obtained if:

(i) the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised, or

(ii) the losses are transferred to an eligible entity in the consolidated entity, and

(iii) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation, and

(iv) no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the deductions for the losses.

Economic Entity Parent Entity
2002 2601 2002 2001
Ŝ S s
NOTE 5: CASH ASSETS
Cash at bank $-216.606$
Term deposits 205,640 . 60,469
656,796
5,763
656,796
331,144 304,278
536,784 717,265 520,884 662,559
NOTE 6: RECEIVABLES (CURRENT)
Amount Receivable from Related Entities 262,068
Amount Receivable from Unrelated Entities -67,348 $-20,000$ .
Goods and services tax 20,214 19,344
Amount Receivable from former director related entity 290,000 290,000
Trade Debtors 299,719 120,317 3,765
Less Provision for doubtful debts (243,791) (120,317)
Other Debtors 46,056 6,477
Less Provision for doubtful debts (2,080)
143,490 333,976 43,109 558,545
NOTE 7: OTHER FINANCIAL ASSETS (CURRENT)
Listed shares at cost 746,643
Less Provision for Diminution in Investments $(111, 610)$ .
Unlisted shares at lower of cost or market value 50,000
685,033
NOTE 8: OTHER CURRENT ASSETS
Interest Accrued 2,218 2.218
Prepayments 24,000 24,000
Accrued Income 35,000
59,000 2,218 24,000 2,218
NOTE 9: RECEIVABLES (NON-CURRENT)
Loan to related party 1,131,255
NOTE 10: PROPERTY, PLANT AND EQUIPMENT
Furniture and fittings, at cost 19,645
Less Accumulated depreciation (19, 645)
Plant and Equipment, at cost 424,259
Less Accumulated depreciation (424, 259)
Leasehold improvements, at cost 38,105
Less Accumulated depreciation (38, 105)
Total Property, Plant & Equipment

NOTE 10: PROPERTY, PLANT AND EQUIPMENT (CONT)

Reconciliations

Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and end of the current financial year are set out below:

Furniture Plant & Leasehold
& Fittings Equipment Improvements Total
\$ \$ S \$
2002
Carrying amount at 1 January 2002
Additions
Disposals
Depreciation Expense
Carrying amount at 31 December 2002 $\cdots$ $\cdots$
2001
Carrying amount at 1 January 2001 13,474 344,997 31,800 390,271
Additions 7,756 7,756
Disposals (4, 881) (4,881)
Depreciation expense (13,474) (347, 872) (31, 800) (393, 146)
Carrying amount at 31 December 2001
Economic Entity Parent Entity
2002 2001 2002 2001
Ś Ś \$ S
NOTE 11: INTANGIBLE ASSETS
Goodwill 5,215,913
Less Accumulated amortisation (5, 215, 913)
Billing system development
Less Accumulated amortisation
63,971
(63,971)
NOTE 12: OTHER FINANCIAL ASSETS (NON-CURRENT)
Investments at cost comprise:
Shares in Controlled entities - unlisted 7,538,355 7,538,355
Less Provision for diminution in value (7,038,355) (7,038,355)
the contract of the contract of the contract of the contract of the contract of the contract of the contract of
Shares in unusted company 290,000 1111. 290,000 1111.
the country
290,000
The Corporation
790,000
500,000
NOTE 13: PAYABLES The result of the
Trade creditors - 65,031 45,130 6,130
Other creditors/Accrued Expenses 96.021 43,715 The County
68,382
The property of
161,052
88,845 The property of
$\cdots$
68,382
6,130

Economic Entity Parent Entity
2002 2001 2002 2001
Ŝ \$ Ŝ \$
(a) issued and paid up capital NOTE 14: CONTRIBUTED EQUITY
Ordinary shares fully paid 20,965,196 19,915,196 20,965,196 19,915,196
Options 354,539 201,777 354,539 201,777
21,319,735 20,116,973 21,319,735 20,116,973
2002 2001
Number of Number of
Shares Ŝ Shares \$
(b) Movements in shares on issue 800 B.R
Beginning of the financial year 112,313,574 19,915,196. 55,897,700 20,162,780
- consolidation (i) (84, 235, 473) (1, 183, 000)
Issued during the year
- private and public equity raisings (ii) 8,750,000 1,050,000 56,406,787 992,744
less transaction costs (58, 963)
- exercise of options 9,087 1,635
End of the financial year 36,828,101 20,965,196 112,313,574 19,915,196
Number Issue Price \$
$(1)$ 2000-2001
12 January 2001
Details
The group's investment in an unlisted company, totalling
\$1,183,000 was distributed in specie to shareholders,
for the value recorded, as a reduction of share capital
(1, 183, 000)
$(ii) 2000 - 2001$
4 April 2001
Details
Shares issued in lieu of consulting fees
250,000 \$0.04 10,000
28 June 2001 Company issued ordinary shares subsequent to a
non-renounceable 1:1 rights issue. The purpose of the
issue was to raise additional working capital
56,156,787 \$0.0175 982,744
(i) 2001-2002
7 March 2002
Details
Capital consolidated on a 4:1 basis following approval
at General Meeting
(84, 235, 473)
(ii) 2001-2002
22 March 2002
Details
Raising of working capital through private placement
8,750,000 \$0.12 1,050,000

2002 2001
Number of Number of
Options \$ Options \$.
(c) Movements in Options NOTE 14: CONTRIBUTED EQUITY (CONT)
35,594,619 options over ordinary shares (2001: 20,168,613)
Beginning of the financial year
Issued during the year (i)
Exercised during the year (ii)
Consolidation (iii)
Expiration during the year (iv)
20.168,613
30,552,518
(15, 126, 512)
201.777 -
152,762.
20,179,892
(9,087)
(2, 192)
201,777
End of the financial year 35,594,619 354.539 20,168,613 201,777
Number Issue Price \$
(ii) 2000-2001
28 June 2001
Details
Exercises of options
(9.087) \$0.18 1,635
(iv) 2000-2001
31 October 2001
Details
Unlisted options expired, exercisable at \$0.18
on or before 31 October 2001
(2, 192)
(i) 2001-2002
17 April 2002
Details
Rights Issue 2 opt:3 ords \$0.20 before 1/2/07
24,552,518 \$0.005 122,762
5 June 2002 Directors Options \$0.20 before $1/2/07$ 6,000,000 \$0.005 30,000
(iii) 2001-2002
7 March 2002
Details
Capital consolidated on a 4:1 basis following approval
at General Meeting
(15, 126, 512)
(d) Terms and Conditions of Contributed Equity

Ordinary Shares

Ordinary shares have the right to receive dividends as declared and, in the event of winding up the Company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the Company.

Economic Entity Parent Entity
2002 2001 2002 2001
NOTE 15: ACCUMULATED LOSSES $e^{i\pi i \theta \alpha_{\rm{max}} + i\pi \alpha_{\rm{max}} + i\pi \alpha_{\rm{max}} + i\pi \alpha_{\rm{max}}}$
The Chapter House
a Pinangguna
officer they applicable their
Balance at beginning of year
Net loss attributable to members of the Parent Entity
(19, 152, 359)
(614, 121)
(12, 895, 804)
(6, 256, 555)
(479, 088) $(18,399,781)$ $(13,090,425)$
(5,309,356)
Balance at end of year (19,766,480) (19, 152, 359) (18, 878, 869) (18,399,781)

Country of Principal rentemage or equity imerest
held by the parent entity
Name Incorporation Activities 2002 2001
NOTE 16: CONTROLLED ENTITIES
Parent Entity:
Select-Tel Limited Australia Communications
& Investment
Subsidiaries of Select-Tel Limited:
Select-Tel Communications Pty Ltd Australia Communications $100\%$ $100\%$
Privilege Holdings Pty Ltd Australia Investment 100% 100%
(previously Select-Tel Holdings Pty Ltd)
Economic Entity Parent Entity
2002 2001 2002 2001
Ŝ S Ŝ Ŝ
NOTE 17: STATEMENT OF CASH FLOWS
(a) Reconciliation of Cash Flows from Operations
with Operating Profit (Loss) after Income Tax
Operating Profit (Loss) after Income Tax (614, 121) (6, 256, 555) (479,088) (5,309,356)
Non Cash Movements
- Amortisation 4,694,322
- Depreciation 459,867
- Increase in Prov'n for doubtful debts 122,397
- Increase in Prov'n for diminution - investments 111,610 - 5,301,072
Increase/(Decrease) in Employee Entitlements (25,560)
Increase/(Decrease) in Accounts Payable
Decrease/(Increase) in Receivables
69,128 (201,591) 62,252
$(14, 616)$ .
379.
Decrease/(Increase) in Inventories $(34,769)$ . (49,721)
18,450
(6,477)
Decrease/(Increase) in Other Assets (23.798) 27,014 (23.798) (2, 170)
Shares issued for services provided 10,000
(Profit)/Loss on sale of assets 47
Cash Flows from Operations (491, 950) (1, 201, 330) (455, 250) (16, 552)
(b) Reconciliation of cash
Cash at the end of the financial year as shown in the statement
of cash flows is reconciled to items in the Statement of
Financial Position as follows:
Cash 536,784 717,265 520,884 662,559

(c) Non-cash Financing and Investing Activities

Share Issue

8,750,000 Ordinary shares were issued at \$0.12 per share, through private placement to raise working capital.

Economic Entity Parent Entity
2002 2001 2002 2001
S \$ s
NOTE 18: LEASING COMMITMENTS
(a) Operating Lease Commitments
Non-cancellable operating leases contracted for
but not capitalised in the financial statements payable:
- not later than one year 78,536
- later than 1 year but not later than 5 years
-later than 5 years
. 78,536
The property leases are non-cancellable leases with a three year
term, with rent payable monthly in advance. Contingent rental
provisions within the lease agreements require the minimum
lease payments shall be increased by 5%. Options exist to renew
the leases at the end of the three year terms for an additional
term of three years. The leases allow for sub-letting of all
leased areas.
Guarantees have been given by the company's bankers relating
to security required under a lease
- a lease of premises in Melbourne
- a telecommunications supplier
26,900
16,874
Guarantees are secured by an interest bearing term deposit
lodged with National Australia Bank
43.774
There was no guarantee facility at 31 December 2002 (2001: \$Nil)

(b) Other

Malvern Administrative Services Pty Ltd provides administrative support at a rate of \$8,000 per month plus GST. This commitment may be terminated with 3 months' notice from either party.

NOTE 19: SUBSEQUENT EVENTS

As announced on 23 January 2003 Select-Tel Limited has entered into a Memorandum of Understanding with the Macfarlane Burnet institute of Medical Research and Public Health to evaluate an investment into the development and commercialisation of highly promising research and development projects, initially in the fields of hepatitis diagnostics and vaccines, and antivirals against rhinoviruses and enteroviruses.

Cents Cents
NOTE 20: EARNINGS PER SHARE
Basic earnings/(loss) per share (1.76) (7.4)
Diluted earnings/(loss) per share (1.76) (7.4)
\$ \$
The following reflects the income and share data used in the
calculations of basic and diluted earnings/loss per share.
Net loss used in calculation of basic & diluted EPS. (614, 121) (6, 256, 555)
No. No.
Weighted average number of ordinary shares on issue
during the financial year used in the calculation of basic
earnings/(loss) per share
34,905,024 84,683,886

Economic Entity Parent Entity
2002
Ŝ
2001
Ŝ
2002
S
2001
S
NOTE 21: REMUNERATION OF DIRECTORS
Directors' remuneration
Income paid or payable, or otherwise made available, in respect
of the financial year, to all Directors of each entity in the economic
entity, directly or indirectly, by the entities of which they are
Directors or any related party: 168,000 258,893
Income paid or payable, or otherwise made available in respect
of the financial year, to all Directors of the Parent Entity, directly
or indirectly, from the Parent Entity or any related party:
168,000 258,893
The number of Directors of the Parent Entity whose income
(including superannuation contributions) falls within the
following income bands is:
2002 2001
No. No.
\$o to \$9,999 $\mathbf{1}$
\$10,000 to \$19,999 $\mathbf{1}$
\$20,000 to \$29,999 1
\$30,000 to \$39,999 2 2
\$40,000 to \$49,999 1
\$60,000 to \$69,999 $\mathbf{1}$
\$140,000 to \$149,999 $\mathbf{1}$
NOTE 22: REMUNERATION OF EXECUTIVES
Remuneration received or due and receivable by executive
officers of the Economic Entity whose remuneration is
\$100,000 or more, from entities in the Economic Entity
or a related party, in connection with the management
of the affairs of the entities in the Economic Entity whether
as an executive officer or otherwise 142,384
Remuneration received or due and receivable by executive
officers of the Parent Entity whose remuneration is \$100,000
or more, from the Parent Entity or any related party, in
connection with the management of the affairs of the
Parent Entity or any of its controlled entities, whether
as an executive officer or otherwise. 142,384
The number of executives of the Economic Entity and the No. No. No. No.
Parent Entity whose remuneration falls within the following band:
\$140,000 to \$149,999 $\mathbf{1}$ 1

In the opinion of Directors, remuneration paid to executives is considered reasonable.

Economic Entity Parent Entity
2002 2001 2002 2001
\$ s S \$
NOTE 23: AUDITORS' REMUNERATION
Amounts received or due and receivable by the auditors
of the Parent Entity for:
– an audit or review of the financial report 20,000 14,500 20,000 14,500
- other services 13,432 13,432
Remuneration of other auditors of subsidiaries for:
- auditing or reviewing the financial report of subsidiaries 37,622 31,000 37,622
77.
57,622
58,932 frequently
57,622
27,932
NOTE 24: RELATED PARTY DISCLOSURES
Directors
The Directors of the Company during the financial year were:
R Revelins
B J Frost
P Marks
J Brett
Controlled entities
Loan 1,131,255 262,068
1,131,255 262,068

Ultimate Parent

Select-Tel Limited is the ultimate parent entity.

Equity instruments of Directors

Interests at balance date

Interests in the equity instruments of the Company held by Directors of the reporting entity and their Director-related entities:

Ordinary Shares
Fully Paid
Options over
Ordinary Shares
2002
Number
2001
Number
2002
Number
2001
Number
B Frost a tinya
$-3,201,363$
2,329,983 The same of the
August 2
$-4,105,396$
R Revelins 2,926,608 2,192,483 2,244,457
P Marks 21,666 271,666 $-1,181,111$
Brett 1,038,969 1,320,219 1,714,762 $\sim$
Unallocated 9,573,121 3,164,806
$\overline{\phantom{a}}$
7,188,606
15,687,472 $\overline{\phantom{a}}$
9,245,726
3,164,806

All equity dealings with Directors have been entered into with terms and conditions no more favourable than those that the entity would have adopted if dealing at arm's length.

Total Revenue Operating Profit (Loss)
After Income Tax
Total Assets
2002
S
2001
s
2002 2001 2002 2001
s
NOTE 25: SEGMENT
INFORMATION
(a) Industrial Segments
Telecommunications
- External Customers
99.355 590,447 $(15, 426)$ . (5,764,127) 1,765 43,774
Investments
- Interest Revenue
Unallocated
36,007 - 33,523 (75,603)
(523,092)
(254, 542)
(237, 886)
$\alpha$ . The second
1,094,545
615,997
290,000
719,685
The property of
135,362
623,970 The Second
(614, 121)
(6, 256, 555) 10.11
1,714,307
1,053,459

(b) Geographical Segments

The economic entity operates only in Australia.

(c) The economic entity derived income from the provision of telecommunications communications management solutions and from investments.

NOTE 26: FINANCIAL INSTRUMENTS

(a) Interest rate risk

The Economic Entity's exposure to interest rates and the effective weighted average interest rate for classes of financial assets and liabilities is set out below:

Floating Fixed Interest Maturing in Total Average
Interest Rate s year or less 1-5 years bearing Interest Rate
\$ S \$ \$ \$
2002
Financial Assets
Cash 205,640 331,144 536,784 4.4%
Receivables $\cdots$ ww 143,490 143,490
Other Financial Assets - Current ww 685,033 685,033
Other Financial Assets - Non-Current m ww 290,000 290,000
205,640 331,144 1,118,523 1,655,307
Financial Liabilities
Payables 161,052 161,052
$\sim$ 161,052 161,052
2001
Financial Assets
Cash 717,265 717,265 4.1%
Receivables 333,976 333.976
717,265 333,976 1,051,241
Financial Liabilities
Payables m 88,845 88,845
m $\cdots$ 88,845 88,845

NOTE 25: SEGMENT INFORMATION (CONT)

(b) Credit risk

Credit risk represents the accounting loss that would be recognised if counterparties failed to perform as contracted. The credit risk on financial assets is the carrying amount net of any provision for doubtful debts.

(c) Net Fair Values of Financial Assets and Liabilities

The net fair values of listed investments have been valued at the quoted market bid price at balance date adjusted for transaction costs expected to be incurred. For other assets and other liabilities net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in a standardised form other than listed investments. Financial assets where the carrying amount exceeds net fair values have not been written down as the company intends to hold these assets to maturity.

Aggregate net fair values and carrying amounts of financial assets and financial liabilities at balance date are:

2002 2001
Carrying Net Fair Carrying Net Fair
Amount Value Amount Value
S S
Financial Asset ing masser
Cash $-536,784$ $-536,784$ 717,265 717,265
Receivables 143,490 $-143.490$ . 333,976 333,976
Other Financial Assets 975,033 975,033 ${}$
Total Financial Assets 1,655,307 .
1,655,307
1,051,241 1,051,241
Financial Liabilities The Card
Pavables 161,052 161,052 88,845 88,845
Total Financial Assets The property of
161,052
The company of
161,052
88,845 88,845

NOTE 27: CONTINGENT LIABILITIES

There are no material amounts of contingent liabilities not provided in the financial report.

NOTE 28: COMPANY DETAILS

The registered office of the company is Suite 2, 1233 High Street, Armadale, Victoria, 3143.

INDEPENDENT AUDIT REPORT

TO THE MEMBERS OF SELECT-TEL LIMITED

Scope

P

A MARINE DE LA CONSTANTI

We have audited the financial report of Select-Tel Limited ("the company") and its controlled entities for the financial vear ended 31 December 2002 as set out on pages 6 to 23. The financial report includes the consolidated financial statements of the consolidated entity comprising the company and the entities it controlled at the year's end or from time to time during the financial year. The company's directors are responsible for the financial report. We have conducted an independent audit of this financial report in order to express an opinion on it to the members of the company.

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

The audit opinion expressed in this report has been formed on the above basis.

AUDIT OPINION

In our opinion, the financial report of Select-Tel Limited is in accordance with:

(a) the Corporations Act 2001, including:

  • (i) giving a true and fair view of the company's and consolidated entity's financial position as at 31 December 2002 and of their performance for the year ended on that date: and
  • (ii) complying with Accounting Standards and the Corporations Regulations 2001; and
  • (b) other mandatory professional reporting requirements.

Rall Cludes

Hall Chadwick Chartered Accountants

UGLiail Ya

Robert L Yeo Partner Melbourne, 28 March, 2003

SHAREHOLDER INFORMATION

AS AT 25 MARCH 2003

NUMBER OF HOLDERS OF EQUITY SECURITIES

Ordinary Shares

  • * 36,828,101 fully paid ordinary shares are held by 1,175 individual shareholders.
  • $\bar{\mathbf{v}}$ All ordinary shares carry one vote per share.

Options

  • * 5,042,101 options exercisable at \$0.72 on or before 30 April 2003 are held by 186 individual shareholders
  • $\ddot{\phantom{1}}$ 30,522,518 options exercisable at \$0.20 on or before 1 February 2007 are held by 349 individual shareholders

* Options do not carry a right to vote. Voting rights will be attached to the unissued shares when the options have been exercised.

DISTRIBUTION OF HOLDERS IN EACH CLASS OF EQUITY SECURITIES

Fully paid Ordinary shares Options
$1 - 1,000$ -506 116
$1,001 - 5,000$ 270 117
$5,001 - 10,000$ 115 49
10,001 - 100,000 208 145
100,001 - and over 76 70
1.175 497

TWENTY LARGEST HOLDERS OF QUOTED SECURITIES

Fully paid ordinary shares
Shareholder
Mr Peter Singer
$\mathbf{1}$
AMN Nominees Pty Ltd
$\mathbf{z}$
Mr Anthony Gerard MacKay
3
Number %
2,000,000 $5.43\%$
1,271,608 3.44%
1,100,000 2.98%
l, Evan Rubenstein 1,073,054 2.91%
5 Alan Chonowitz 1,038,969 2.82%
6 Mr Jonathan Keith Brett 1,038,969 2.82%
7 Mr Derek Heath 1,000,326 2.71%
8 David Hannon 1,000,000 2.71%
9 Mrs Samantha Jane Owen 800,000 2.17%
10 Peregrine Corporate Limited 775,000 $2.10\%$
11 Garzon Pty Ltd 730,000 1.98%
12 Shuari Investments Pty Ltd 710,724 $1.92\%$
13. ANZ Nominees Limited 525,000 $1.42\%$
14 Mrs June Hart 500,929 1.36%
15 Broken Ridge Pty Ltd 500,000 1.35%
16. Saltbush Nominees Pty Ltd 500,000 1.35%
17 Darontrack Pty Ltd 500,000 $1.35\%$
18 Sunvest Corporation Ltd 462,500 $1.25\%$
19 Anthony John Fawdon 450,000 $1.22\%$
20 Wyanna Pty Ltd 425,000 $1.15\%$
16,402,079 44.44%

3

Simission der Eremanden

AS AT 25 MARCH 2003

Z

Options exercisable
Optionholder Number %
$\mathbf{I}$ Mrs Carole Rowan 1,768,173 4.96%
2 Queensland Marketing Management Pty Ltd 1,731,910 4.86%
3 Mr Jonathan Keith Brett 1,714,762 4.81%
4 Mr Peter Singer 1,402,014 3.93%
5 Pacific Union Nominees Pty Ltd 1,394,456 3.91%
6 INXS Pty Limited 1,035,501 $2.90\%$
7 Invest-Max Pty Ltd 1,000,000 $2.80\%$
8 Peter Marks 1,000,000 2.80%
g. Richard Revelins 1,000,000 2.80%
10 Mr Anthony Gerard MacKay 766,666 2.15%
11 Evan Rubenstein 715,369 2.00%
12 Shuari Investments Pty Ltd 715,369 2.00%
13. Alan Chonowitz 692,646 1.94%
14 Mr Malcolm Coote & Mr Alan Martin Coote 650,000 1.82%
15 Mr Alan Martin Coote 622,217 1.74%
16 Brentine Nominees Pty Ltd 600,000 1.68%
17 Peregrine Corporate Limited 516,667 1.45%
18 Hilmed Pty Ltd 500,000 $1.40\%$
19. Grosvenor Street Holdings Pty Ltd 500,000 1.40%
20 Tara Pines Pty Ltd 500,000 1.40%
18,825,750 52.75%

UNQUOTED EQUITY SECURITIES HOLDING GREATER THAN 20%

There are no unquoted equity securities holding greater than 20%.

SUBSTANTIAL SHAREHOLDERS

The names of substantial shareholders who have notified the Company in accordance with Section 671B of the Corporations Law are:

Peter Singer

SHAREHOLDER ENQUIRIES

Shareholders with enquiries about their shareholdings should contact the Share Registry, Security Transfers Registrars 770 Canning Highway, Applecross, WA, 6153 Telephone (08) 9315 0933 Facsimile (o8) 9315 2233 Email [email protected]

CHANGE OF ADDRESS, CHANGE OF NAME, CONSOLIDATION OF SHAREHOLDINGS

Shareholders should contact the Share Registry to obtain details of the procedure required for any of these changes

REMOVAL FROM THE ANNUAL REPORT MAILING LIST

Shareholders who do not wish to receive the Annual Report should advise the share Registry in writing. These shareholders will continue to receive all other shareholder information.

TAX FILE NUMBERS

It is important that Australian resident shareholders, including children, have their tax file number or exemption details noted by the Share Registry.

CHESS

(Clearing House Electronic Subregister System)

Shareholders wishing to move to uncertificated holdings under the Australian Stock Exchange CHESS system should contact their stockbroker.

UNCERTIFICATED SHARE REGISTER

Shareholding statements are issued at the end of each month that there is a transaction that alters the balance of your holding.

CORPORATE DIRECTORY

DIRECTORS

Brvan | Frost Richard Revelins Peter Marks Jonathan Brett

Executive Chairman Executive Director Non-Executive Director Non-Executive Director

COMPANY SECRETARY

Phillip Hains

PRINCIPAL AND REGISTERED OFFICE

Suite 2, 1233 High Street Armadale Victoria 3143 Telephone 03 9834 8166 Facsimile 03 9824 8161

AUDITORS

Hall Chadwick Chartered Accountants Level 9, 459 Collins Street Melbourne Victoria 3000

SOLICITORS

Oakley Thompson & Co Pty Ltd Level 17, 500 Collins Street Melbourne Victoria 3000

SHARE REGISTRY

Security Transfers Registrars 770 Canning Highway Applecross Western Australia 6153 Telephone o8 9315 0933 Facsimile 08 9315 2233 Email [email protected]

SECURITIES QUOTED

Australian Stock Exchange Code -- SLT (shares) $-$ SLTOB (options) $-$ expiring 30 April 2003 at \$0.72 - SLTO (options) - expiring 1 February 2007 at \$0.20