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SEQUOIA FINANCIAL GROUP LTD — Annual Report 2004
Aug 30, 2004
65767_rns_2004-08-30_fd970f6b-77b4-4ec3-bd6e-b46437b4fbbb.pdf
Annual Report
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| % | $'000 | |||
|---|---|---|---|---|
| Revenue from ordinary activities | Down | 99.6 | Tо | 10 |
| Net (Loss) from ordinary activities after taxattributable to members | Down | 26.2 | Tо | (251) |
| Net (Loss) attributable to members | Down | 26.2 | Tо | (251) |
Net tangible assets (NTA per share
| NTA per share | -2004 | $(0.35\ell)$ |
|---|---|---|
| NTA per share | 2003 | (0.29) |
Dividends
No dividends have been paid or proposed during the year (2003: nil)
Commentary on Results
The consolidated entity has incurred a loss of $250,594 for the year ended 30 June 2004 (2003: loss of $198,526). Expenses incurred include administration fees, listing fees of ASX and NZX, audit fees and other administrative expenses.
Currently the Directors are considering various strategies to realise value from the Group and in particular are seeking a suitable businesses to acquire which would benefit from CommSoft's dual listings on the ASX & NZSE and its carry forward tax losses. The Directors would like to re-list its shares as soon as practical, potentially via a back door listing of a business which meets the approval of the directors and shareholders.
| Contents | Page |
|---|---|
| Statement of Financial Performance | |
| Statement of Financial Position | |
| Statement of Cash Flows | |
| Notes to the Financial Statements |
Statement of Financial Performance For the year ended 30 June 2004
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| Notes | 2004S | 2003$ | 2004T | 2003$ | |
| Revenue from ordinary activities | 3 | 10,214 | 2.282,795 | 10,214 | 1.270,282 |
| Cost of sales of goods | 4 | (101, 507) | |||
| Employee benefits expense | (32, 283) | (802, 172) | (32, 283) | ||
| Borrowing costs | 4 | (46, 696) | (46, 418) | ||
| Management charge | |||||
| Depreciation and amortisation expenses | 4 | (243,769) | (180,000) | ||
| Write off of asset due to liquidation ofsubsidiaries | 4(a) | (398, 137) | |||
| Write off of assets and liabilities due to theDeed of Company arrangement | 4(a) | (23, 238) | (1,746,899) | ||
| Communication costs | (144, 632) | ||||
| Rental cost | 4 | (19, 884) | (215) | ||
| Administrators expenses | (94, 745) | (60, 586) | |||
| Legal expenses | (10, 170) | (183, 854) | (10, 170) | (100, 902) | |
| Consultancy expenses | (63, 155) | (202, 146) | (63, 155) | (84,290) | |
| Accounting and audit fees | (28, 526) | (143, 860) | (28, 526) | (42,056) | |
| Share Registry fees | (19,630) | (19,630) | |||
| Other expenses from ordinary activities | 4 | (12, 299) | (171, 426) | (12, 299) | (164, 147) |
| Loss from ordinary activities beforeincome tax expense | (250, 594) | (198, 526) | (216, 435) | (1,094,645) | |
| Income tax expense | 5 | ||||
| Net Loss attributable to members ofCommSoft Group Limited | (250, 594) | (198, 526) | (216, 435) | (1,094,645) | |
| Valuation adjustments recorded directly inequity | ж | ||||
| Total changes in equity other than thoseresulting from transactions with owners asowners | (250, 594) | (198, 526) | (216, 435) | (1,094,645) | |
| Basic carnings per share (cents per share) | 18 | (0.06) | (0.06) | ||
| Diluted earnings per share (cents per share) | 18 | (0.06) | (0.06) |
The above Statement of Financial Performance should be read in conjunction with the accompanying notes.
CommSoft Group Limited and its Controlled Entities ABN 90 091 744 884 Appendix 4E - Results for announcement to the MarketFor the year ended 30 June 2004
Statement of Financial Position As at 30 June 2004
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| Notes | 2004S | 2003£. | 2004S. | 2003$ | |
| Current assets | |||||
| Cash assets | 6 | 137,443 | 83,216 | 137,443 | 49,057 |
| Receivables | 7 | 295,000 | 295,000 | ||
| Other | $\mathcal S$ | 275 | 51,048 | 275 | 51,048 |
| Total current assets | 137,718 | 429,264 | 137,718 | 395,105 | |
| Non-current assets | |||||
| Property, plant and equipment | 9 | ||||
| Other financial assets | 10 | $\mathbf{I}$ | L | ||
| Total non-current assets | ÷ | $\mathbf{I}$ | ÷ | L | |
| TOTAL ASSETS | 137,718 | 429,265 | 137,718 | 395,106 | |
| Current liabilities | |||||
| Payables | II | 24,040 | 64,993 | 24,040 | 64,993 |
| Total current liabilities | 24,040 | 64,993 | 24,040 | 64,993 | |
| Non-current liabilities | |||||
| Interest bearing liabilities | 12 | 1,483,148 | 1,483,148 | 1,483,148 | 1,483,148 |
| Total non-current liabilities | 1,483,148 | 1,483,148 | 1,483,148 | 1,483,148 | |
| TOTAL LIABILITIES | 1,507,188 | 1,548,141 | 1,507,188 | 1,548,141 | |
| NET LIABILITIES | (1,369,470) | (1, 118, 876) | (1,369,470) | (1, 153, 035) | |
| Equity | |||||
| Contributed equity | 13 | 26,620,314 | 26,620,314 | 26,620,314 | 26,620,314 |
| Accumulated losses | $l$ 4 | (27,989,784) | (27, 739, 190) | (27,989,784) | (27, 773, 349) |
| NET DEFICIENCY INSHAREHOLDERS FUNDS | (1,369,470) | (1,118,876) | (1,369,470) | (1, 153, 035) |
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
CommSoft Group Limited and its Controlled Entities Commont Group Linned and its Controlled EmmesABN 90 091 744 884Appendix 4E - Results for announcement to the MarketFor the year ended 30 June 2004
Statement of Cashflows For the year ended 30 June 2004
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| Notes | 2004S | 2003$ | 2004$ | 2003$ | |
| Cash flows from operating activities | |||||
| Receipts from customers | 731,162 | 17,197 | |||
| Interest received | 222 | 222 | |||
| Payments to suppliers and employees | (204, 567) | (1,806,755) | (170, 408) | (1, 173, 578) | |
| Interest paid | (46, 420) | (46, 420) | |||
| Net cash used in operating activities | 16 | (250, 765) | (1,075,593) | (216,606) | (1, 156, 381) |
| Cash flows from investing activities | |||||
| Proceeds from sale of property, plant andequipment. | 255,000 | 255,000 | |||
| Proceeds from sale of intellectual property | 295,000 | 295,000 | |||
| Proceeds from sale of investments | 9,992 | 9,992 | |||
| Net cash generated by investing activities | 304,992 | 255,000 | 304,992 | 255,000 | |
| Cash flows from financing activities | |||||
| Proceeds from issues of shares | 778,286 | 778,286 | |||
| Proceeds from convertible notes | 116,000 | 116,000 | |||
| Payments for share issue transaction costs | (55,386) | w | (55,386) | ||
| Net cash inflows generated by financingactivities | 838,900 | 838.900 | |||
| Net increase/(decrease) in cash held | 54,227 | 18,307 | 88,386 | (62, 481) | |
| Cash at beginning of the financial period | 83,216 | 64,909 | 49,057 | 111,538 | |
| Cash at end of the financial period | 6 | 137,443 | 83,216 | 137,443 | 49,057 |
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
Note 1. Summary of significant accounting policies
This general-purpose financial report has been prepared in accordance with Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Act 2001.
It is prepared in accordance with the historical cost convention. Unless otherwise stated, the accounting policies adopted are consistent with those of the previous year.
(a) Basis of preparation of financial statements
The Economic entity has experienced an operating loss and the economic entity has experienced negative cash flows during the year ended 30 June 2004. As at 30 June 2004, the economic entity has a deficiency in net assets of $1,369,470 and has incurred a loss of $250,594 during the year. The financial result accords with the business recovery plan established by the Board of Directors.
The financial report has been prepared on the basis of going concern on the following assumptions:-
- (i) That budgets, business plans and cashflow forecasts will be met:
- (ii) That trading activities will produce positive cashflows:
- (iii) That funding will be available from investors; and
- (iv) The convertible note holders will not call for the repayment of the $1,483,148 of convertible notes until the time the company has sufficient funds to make such payment.
The directors believe that these assumptions will be met and on that basis the financial statements have been prepared on a going concern basis.
(b) Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by CommSoft Group Limited as at 30 June 2004 and the results of all controlled entities for the year then ended. CommSoft Group Limited and its controlled entities together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities in the consolidated entity are eliminated in full. Outside equity interests in the results and equity of controlled entities, where applicable, are shown separately in the consolidated statement of financial performance and statement of financial position respectively.
Where control of an entity is obtained during a financial period, its results are included in the consolidated statement of financial performance from the date on which control commences. Where control of an entity ceases during a financial period its results are included for that part of the period during which control existed.
$(c)$ Income tax
Tax effect accounting procedures are followed whereby the income tax expense in the statement of financial performance is matched with the profit/(loss) from ordinary activities after allowing for permanent differences. The future tax benefit relating to tax losses and net timing differences is not carried forward as an asset unless the benefit is virtually certain of realisation. Income tax on cumulative timing differences which result in a deferred income tax balance are recorded at the rates which are expected to apply when those timing differences reverse.
(d) Foreign currency translation
$(i)$ Transactions
Foreign currency transactions are initially translated into Australian currency at the rate of exchange at the date of the transaction. At balance date amounts payable and receivable in foreign currencies are translated to Australian currency at rates of exchange current at that date. Resulting exchange differences are recognised in determining the profit or loss for the year.
(ii) Foreign controlled entities
As the foreign controlled entities are integrated with the activities of CommSoft Group Ltd, the assets, liabilities and equity of the foreign controlled entities are consolidated into CommSoft Group Ltd using the temporal method of translation. Under this method, non-monetary assets and liabilities and equity items, including revenue and expenses, are translated using historical rates of exchange, and monetary assets and liabilities are translated using rates of exchange current at the reporting date. Any resultant exchange differences are recorded as revenue or expense by the consolidated entity.
Note 1. Summary of significant accounting policies (continued)
(e) 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. Amounts disclosed as revenue are net of returns, trade allowances and duties and taxes paid. Revenue is recognised when the following has occurred:
- A purchase order has been received $(i)$
- (ii) Goods have been shipped in accordance with the customers instructions and
- (iii) Collection of the contract price is probable
Under the terms of the distribution agreement with Techtel in the United Kingdom, revenue from UK sales is recognised when the cash is received by the Company.
Receivables $(f)$
All trade debtors are recognised at the amounts receivable as they are due for settlement, with credit terms varying from 30 days to 90 days. Collectibility of trade debtors is reviewed on an ongoing basis. Debts, which are known to be uncollectible, are written off. A provision for doubtful debts is raised when some doubt as to collection exists. Receivables from the UK distributor are only due for settlement, when the customer has paid the distributor.
$\left( \mathbf{g} \right)$ Recoverable amount of non-current assets
The recoverable amount of an asset is the net amount expected to be recovered through the cash inflows and outflows arising from its continued use and subsequent disposal.
Where the carrying amount of a non-current asset is greater than its recoverable amount, the asset is written down to its recoverable amount. Where net cash inflows are derived from a group of assets working together, recoverable amount is determined on the basis of the relevant group of assets. The decrement in the carrying amount is recognised as an expense in net profit or loss in the reporting period in which the recoverable amount write-down occurs. The expected net cash flows included in determining recoverable amounts of non-current assets are undiscounted.
(h) Depreciation of property, plant and equipment
Depreciation is calculated on a straight-line basis to write off the net cost of each item of plant and equipment over its expected useful life to the consolidated entity. Estimates of remaining useful lives are made on a regular basis for all assets, with annual reassessments for major items. The expected useful lives are as follows:
Office equipment $3 - 5$ vears
Note 1. Summary of significant accounting policies (continued)
(i) Trade and other creditors
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial period and which are unpaid.
(j) Interest bearing liabilities
Loans and debentures, where applicable, are carried at their principal amounts, which represent the present value of future cash flows associated with servicing the debt. Interest is accrued over the period it becomes due and is recorded as part of other creditors.
(k) Employee entitlements
$(i)$ Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other creditors in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Long service leave
The liability for long service leave expected to be settled within 12 months of the reporting date is recognised in the provision for employee benefits and is measured in accordance with (i) above. The liability for long service leave expected to be settled more than 12 months from the reporting date is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using interest rates on national government guaranteed securities with terms to maturity that match, as closely as possible, the estimated future cash outflows.
(iii) Superanmuation
Contributions are charged as an expense as the contributions are paid or become payable.
(iv) Employee benefit on-costs
Employee benefit on-costs, including payroll tax, are recognised and included in employee benefit liabilities and costs when the employee benefits to which they relate are recognised as liabilities.
Borrowing costs $(1)$
Borrowing costs, where applicable, are recognised as expenses in the period in which they are incurred.
Borrowing costs, when incurred include:
- interest on bank overdrafts and short-term and long-term borrowings (including Convertible Notes)
- amortisation of discounts or premiums relating to borrowings
- amortisation of ancillary costs incurred in connection with the arrangement of borrowings
- finance lease charges, and
- $\blacksquare$ certain exchange differences arising from foreign currency borrowings.
(m) Cash
For purposes of the statement of cash flows, cash includes cash on hand, deposits at call which are readily convertible to eash on hand and are subject to an insignificant risk of changes in value, net of outstanding bank overdrafts.
(n) Earnings per share
(i) Basic earnings per share
Basic earnings per share is determined by dividing net profit after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial period, adjusted for bonus elements in ordinary shares issued during the period.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with the dilative potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilative potential ordinary shares.
(o) Cost of sale of goods
Costs comprise direct materials, freight, installation fees and direct labour costs. In the prior year, direct labour included the annual amortisation of capitalised research and development costs, incurred in the development of the Company's and Consolidated entity's software solutions. The Consolidated entity does not produce or hold inventory.
(p) Comparative figures
Where required by Accounting Standards comparative figures have been adjusted to conform with changes in presentation for the current financial year.
Note 2. Segment information
Primary Reporting - Industry Segments
During 2004, the consolidated entity did not trade. During 2003, the consolidated entity was organised on a global basis developing and marketing Communication Management Systems and Customer Relationship Management software solutions.
Secondary Reporting - Geographical Segments
During 2004, the consolidated entity did not trade. During 2003, although the consolidated entity's divisions were managed on a global basis they operated in the following countries:
Australia
The home country of the Parent Entity which was also the main operating entity. The areas of operation were principally the provision of Communication Management Systems and Customer Relationship Management software solutions. This operating entity went into liquidation on 24 March 2003, and ceased operation as at that date.
United Kingdom ٠
The areas of operation were principally the provision of Communication Management Systems and Customer Relationship Management solutions. The United Kingdom operation was operated via an exclusive distributor agreement.
New Zealand
New Zealand provided the majority of services for management, research and development and production to the Parent Entity. It also provided to end users and resellers Communication Management Systems and Customer Relationship Management solutions. This operation went into liquidation on 24 March 2003, and ceased operation as at that date.
٠ South Africa
The areas of operation were principally the provision of Communication Management Systems and Customer Relationship Management solutions. This operation was operated via an exclusive distributor agreement.
CommSoft Group Limited and its Controlled Entities ABN 90 091 744 884 Appendix 4E - Results for announcement to the Market For the year ended 30 June 2004
Note 2. Segment information (continued)
Geographic segments:
2004
The consolidated entity did not trade.
There were no acquisition of property, plant and equipments and intangibles during the year ended 30 June 2004.
2003
| New Zealand12 monthsS | South Africa12 monthsA3 | Australia12 months | Inter SegmentEliminations | nmal12 months | |
|---|---|---|---|---|---|
| Sales to customersoutside theconsolidated equity | 244,646 | 247,856 | 491,564 | ||
| Other Revenue | 493,523 | 43.573 | 1,253,197 | 1,790,293 | |
| Total SegmentRevenue | 738,169 | 43,573 | 1,501,653 | 2,282,795 | |
| Segment Assets | w | 378,217 | 378,217 |
Note 3. Revenue
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2004S | 2003S | 2004$ | 2003S | |
| Revenue from operating activities | ||||
| Sale of goods | 492,502 | 7,528 | ||
| Interest received – other persons/corporations | 222 | 938 | 222 | 938. |
| Proceeds of disposal of investment | 9,992 | 9,992 | ||
| Total revenue from operating activities | 10.214 | 493,440 | 10,214 | 493,440 |
| Revenue from outside the operatingactivities | ||||
| Proceeds on sale of non-current assets (i) | 550,000 | 550,000 | ||
| Gain on debt defeasance (ii) | $\overline{\phantom{a}}$ | 1,239,355 | 711,816 | |
| 1,790.293 | 1,262,754 | |||
| Revenues from ordinary activities | 2,282.795 | 1,270,282 | ||
| Net Gain on sale of non-current assets | 9,991 | 550,000 | 9,991 | 550,000 |
$(i)$ This is the sale of the company's intellectual property on 29 January 2003 to an external third party.
$(ii)$ On 28 April 2003, an agreement was reached with the creditors of the parent company to forgive its outstanding debts.
Note 4. Loss from ordinary activities
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2004S | 2003S | 2004$ | 2003S | |
| Loss from ordinary activities before income taxexpense includes the following specific netgains and expenses: | ||||
| Expenses | ||||
| Cost of sales – Refer to note $1(s)$ for adescription of the costs associated with the saleof goods. | 101,507 | |||
| Borrowing costs | 46,696 | 46,418 | ||
| Depreciation-plant and equipment | 63,769 | |||
| Amortisation | ||||
| Goodwill | 180,000 | 180,000 | ||
| Total amortisation | ш, | 180,000 | w. | 180,000 |
| Provisions - employee entitlements | ||||
| Rental expenditure relating to operating leases | 19,884 | 215 | ||
| Foreign exchange losses | 93,316 | 5,213 | ||
| (a) Individually significant items | ||||
| Write off of investment in subsidiaries | 959,132 | |||
| Write off of inter-company balances | 801,901 | |||
| Write off of other assets due to the Deed ofCompany Arrangement | 23,238 | 23,238 | ||
| Assets written-off due to liquidation ofsubsidiaries | 398,137 | |||
| Total write off of Assets and Liabilities | u. | 421,375 | u, | 1,746,899 |
CommSoft Group Limited and its Controlled Entities ABN 90 091 744 884 Appendix 4E - Results for announcement to the Market For the year ended 30 June 2004
Note 5. Income Tax
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 2004S | 2003S | 2004$ | 2003S | ||
| (a) | The income tax expense for the financialperiod differs from the amount calculatedon the loss from ordinary activities. Thedifferences are reconciled as follows: | ||||
| Prima facie tax payable on loss fromordinary activities before income tax at30% (2002: 30%) | (75, 178) | (59, 558) | (64,931) | (328, 394) | |
| Tax effect of permanent differences | |||||
| Non-deductible amortisation | 54.000 | 54,000 | |||
| Intangible assets and liabilitieswritten-off | (245.394) | 310,525 | |||
| Tax losses and timing differences notbrought into account | 75,178 | 250.952 | 64,931 | (36, 131) | |
| Income tax expense |
The future income tax benefit for tax losses will only be obtained if:-
- the consolidated entity derives future assessable income of a nature and of an amount sufficient to enable the $(i)$ benefit from deductions for 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
- no changes in tax legislation adversely affect the consolidated entity in realising the benefit from the $(iv)$ deductions for the losses.
Note 6. Current assets - Cash assets
| Cash at bank and on hand | 137,444 | 83,216 | 137,444 | 49,057 | |
|---|---|---|---|---|---|
| Note 7. | Current assets - Receivables | ||||
| Trade debtors | w | 295,000 | 295,000 | ||
| Less: Provision for doubtful debts | $\bullet$ | m | |||
| $\overline{\phantom{a}}$ | 295,000 | 295,000 | |||
| Note 8. | Current assets - Other | ||||
| Sundry Receivables | 275 | 51.048 | 275 | 51,048 |
Note 9. Non-current assets - Property, plant and equipment
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2004S | 2003s | 2004$ | 2003S | |
| Office equipment | ||||
| Cost | ||||
| Accumulated depreciation | ||||
| Office equipment | ||||
| Carrying amount at 1 July 2002 | 213,640 | |||
| Additions | ||||
| Depreciation expense (Note 4) | (63,769) | |||
| Write off of fixed Assets to net realisable value | ||||
| Disposals | ||||
| Write down on liquidation of CommSoft(Europe) Limited | (149, 871) | |||
| Carrying amount at 30 June 2004 |
Note 10. Non-current assets – investment in controlled entities and other Financial Assets
(a) Other Investment
As a result of the sale of intellectual property in January 2003, the company gained a 20% interest in the newly formed distribution company co-owned with the new owners of CommSoft Intellectual property. CommSoft had no control or significant influence over the new company. This investment was sold on 23 January 2004.
Note 11. Current liabilities - Payables
| Consolidated | Parent Entity | ||||
|---|---|---|---|---|---|
| 200412 monthsS | 200312 monthsS | 200412 monthss. | 200312 monthsS | ||
| Trade creditors | 17,040 | 18,573 | 17.040 | 18,573 | |
| Sundry accruals | 7,000 | 46.420 | 7.000 | 46,420 | |
| 24,040 | 64.993 | 24,040 | 64,993 |
Note 12. Non-current liabilities - Interest bearing
| Convertible Notes (secured) | 1483.1148 | $-483,1$148 | 1483.1148 | ,483,148 |
|---|---|---|---|---|
The convertible notes bear interest at 10% per annum, calculated on the issue price however note holders have agreed to waive any further entitlement to interest.
The number of ordinary shares to be issued to a note holder on exercise of the right of conversion will be calculated in accordance with the following formula:
Note 12. Non-current liabilities - Interest bearing (continued)
- If the note holder elects to convert any convertible notes within 12 calendar months after the subscription date, the ٠ number of ordinary shares of the Company to be issued for each $1.00 convertible note shall be the greater number determined by:
- Dividing $1.00 by the weighted average closing price of the ordinary shares of the Company for the 15 business days $\bullet$ immediately preceding the nominated date of the conversion, less 25%; or
- Dividing $1.00 by $0.15 (i.e. 6.67). $\ddot{\phantom{a}}$
If the Subscriber elects to convert the convertible notes on a date between 13 and 24 calendar months after the subscription date, the number of ordinary shares of the Company to be issued for each $1.00 convertible note shall be the greater number determined by:
- Dividing $1.00 by the weighted average closing price of ordinary shares of the Company for the 15 business dates immediately preceding the nominated date of the conversion, less 25%; or
- Dividing $1.00 by $0.30 (i.e. 3.33).
The company on the second anniversary will redeem all convertible Notes, which have not been converted.
Under the Deed of Company Arrangement that was entered into by the company on 28 April 2003, the Convertible Note holders will not call for the repayment of the convertible notes on their due date until such time as the company has sufficient funds.
Note 13. Contributed equity
| Parent Entity | |||||
|---|---|---|---|---|---|
| 2004Shares | 2003Shares | 2004S | 2003S | ||
| Share Capital | |||||
| Ordinary shares fully paid | 389,857.557 | 389,857,557 | 266,620,314 | 26,620,314 | |
| Contributed Equity | 389,857.557 | 358,857,557 | 266.620,314 | 26,620,314 |
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and in the proceeds on winding up of the Company in proportion to the number of, and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Note 14. Accumulated losses
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 2004S | 2003S | 2004S | 2003S | |
| Accumulated losses at the beginningof the financial year | (27, 739, 190) | (27,540,664) | (27, 773.349) | (26, 678, 704) |
| Net loss attributable to members ofCommSoft Group Limited | (250,594) | (198, 526) | (216, 435) | (1,094,645) |
| Accumulated losses at the end of thefinancial year | (27,989,784) | (27, 739, 190) | (27,989,784) | (27, 773, 349) |
Note 15. Dividends
No dividends were paid or declared during the year (2003: Nil).
Note 16. Reconciliation of loss from ordinary activities after income tax to net cash outflow from operating activities
| Consolidated | Parent Entity | |||
|---|---|---|---|---|
| 200412 monthsS | 200312 monthsS | 200412 monthsS. | 200312 monthsS | |
| Loss from ordinary activities after-income taxAdjusted for non-cash items | (250, 594) | (198.526) | (216, 435) | (1,094,645) |
| Depreciation and amortisation | $\blacksquare$ | 243,769 | 180,000 | |
| Write-off of assets of UK operations | $\overline{\phantom{a}}$ | 398.137 | ||
| Write-off of assets and liabilities due to theDeed of Company arrangement | w | 23.238 | 1,746,899 | |
| Profit on sale of assets | (9,991) | (550,000) | (9,991) | (550,000) |
| Gain on debt defeasance | $\blacksquare$ | (1, 239, 355) | (711, 816) | |
| Change in operating assets and liabilities net ofeffects from purchase of controlled entities | ||||
| (Increase)/decrease in trade debtors andother receivables | 50,773 | 261,108 | 50,773 | (41, 379) |
| (Decrease) in payables and other operatingliabilities | (40, 953) | (13,965) | (40.953) | (685, 440) |
| Net cash used in operating activities | (250, 765) | (1,075,593) | (216, 606) | (1, 156, 381) |
Note 17. Non cash financing and investing activities
| Conversion of convertible note instruments to | ||||
|---|---|---|---|---|
| ordinary shares | $\sim$ | 175.375 | Contract Contract | 175,375 |
| the control of | 175.375 | Section | 175,375 |
Note 18. Earnings per share
| Consolidated200412 months | Consolidated200312 months | ||
|---|---|---|---|
| cents | cents | ||
| Basic earnings per share | (0.06) | (0.06) | |
| Diluted earnings per share | (0.06) | (0.06) | |
| Weighted average number of ordinary shares outstanding during the period used on | |||
| the calculations of basic earnings per share. | 389.857.557 | 337.588.425 |
Note 19. Impact of Adopting AASB Equivalents to IASB Standards
The company has conducted an impact assessment to isolate key areas that will be impacted by the transition to IFRS. Given the company is currently not trading and possess few assets and liabilities, the directors do not anticipate IFRS to have any impact on the results of the company.
As mentioned in the Directors' Report, the Directors would like to re-list the company's shares as soon as practical, potentially via a back door listing of a business with the approval of directors and shareholders. At such time, a reassessment of the impact of IFRS would be performed on the new business.
Compliance Statement
- $\mathbf{L}$ This report has been prepared in accordance with AASB Standards, other AASB authoritative pronouncements and Urgent Issues Group Consensus views.
- $\overline{2}$ . This report and the accounts upon which the report is based, use the same accounting policies, and these accounting policies are materially consistent with the prior year.
- $3.$ This report gives a true and fair view of the matters required to be disclosed in the ASX Appendix 4E.
- $4.$ This report is based on accounts to which one of the following applies.
- $\Box$ The accounts have been audited $\Box$ The accounts have been subject to review
- $\boxtimes$ The accounts are in the process $\Box$ of being audited or subject to review
- The accounts have not yet been audited or reviewed
- $5.$ To the best of my knowledge, the audit report that will be issued (in relation to the accounts on which this Appendix 4E has been prepared) will not be qualified.
$\widehat{\mathbb{Z}}$
Signed by:
Date: 31 August 2004
Print Name: Jeff Zulman (Director)