Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

YOWIE GROUP LTD Annual Report 2011

Sep 20, 2011

66111_rns_2011-09-20_6cb38bcc-d1e4-4e9a-9d60-7dd7f13ecc5e.pdf

Annual Report

Open in viewer

Opens in your device viewer

GSF CORPORATION LIMITED

ABN 98 084 370 669

FINANCIAL REPORT

FOR THE YEAR ENDED

30 JUNE 2011

Page
Company Directory 3
Directors’ Report 4
Corporate Governance Statement 15
Auditor’s Independence Declaration 21
Statement of Comprehensive Income 22
Statement of Financial Position 23
Statement of Changes in Equity 24
Statement of Cash Flows 25
Notes to the Financial Statements 26
Directors’ Declaration 53
Independent Audit Report 54

COMPANY DIRECTORY

DIRECTORS: Mr Greg O’Reilly
Mrs Nadine Donovan
Mr William Witham
COMPANY
SECRETARY: Mr Jerry Monzu
REGISTERED AND
PRINCIPAL OFFICE: Unit B9,
431 Roberts Road,
Subiaco WA 6008
Telephone: (08) 9287 4600
Facsimile: (08) 9287 4655
AUDITORS: BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco WA 6008
SOLICITORS: Steinepreis Paganin
Level 4, Next Building
16 Milligan Street
Perth WA 6000
SHARE REGISTRY: Link Market Services Limited
Level 15, ANZ Building
324 Queen Street
Brisbane QLD 4000
Telephone: 1300 554 474 or +61 8280 7454
BANKERS: HSBC Bank Australia Limited
Perth Branch,
188-190 St George's Terrace,
Perth WA 6000
ABN: 98 084 370 669
DOMICILE AND COUNTRY
OF INCORPORATION: Australia
LEGAL FORM OF ENTITY: Listed Public Company

3

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

Your Directors submit their report together with the financial report of GSF Corporation Limited (“the Company”) for the year ended 30 June 2011.

DIRECTORS

The names and details of the Company’s Directors in office during the financial year and until the date of this report are a s follows. Directors were in office for this entire period unless otherwise stated.

As at the date o f this report, the Company does not have an Audit, Remuneration or Nomination Committee of the Board of Dire ctors. The full Board assumes the responsibilities of the se individual committees. Given the size of the company it i s felt that separate committees cannot be warranted but as the company grows these committees may be established. T he current Directors do not have any special responsibilities with the exception of Mr O’Reilly who is the Chairman.

Mrs Nadine Donovan

Independent Non-Executive Director

Mrs D onovan graduated with a Bachelor of Business (Accounting a nd Finance) from Edith Cowan University (WA) and is CPA qualified.

Mrs Donovan has 18 years experience in financial accounting and corporate compliance with publicly li sted entities. Mrs Donovan has experience in the biote chnology industry, power generation and oil and gas industries. During her career she has been involved in financial accounting, budget and tax management, compliance and regulatory ASX and ASIC reporting requirements and assis ted in the restructure and re-listing processes of companies. Mrs Donovan currently holds no other directorships.

Mr Greg O’Reilly

Independent Non-Executive Director

Mr O’Reilly has over 20 years experience in financial and commercial management in the resources development industry. He hold s a Bachelor of Science and Master of Business Administration degrees from the Un iversity o f West ern Australia and is a member of Chartered Secretaries Australia.

He has a wide ranging experience of resource project management and has held senior positions within W MC and Gold fields a s well a s having been CFO o f an ASX li sted entity. Currently he is a director of a number of unlisted investment companies.

Special Responsibilities: Chairman

4

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

Mr William Witham

Independent Non-Executive Director

Mr Witham has an Honours degree in Science (Geology) from UWA, and has over 20 years experience in the fields of exploration, management, investing and regional development and an in-depth understanding of the ways in which industry, government and financial markets operate. Mr Witham has worked in many countries, with extensive experience in mineral and oil and gas exploration, management, government relations and corporate finance. He is currently the Managing Director of Waratah Resources an ASX listed Company.

Directorships of other listed companies during the past three years

Name Company Commenced Ceased
Mrs N Donovan Alexium International Group
Limited 31 March 2008 1 March 2010
DSF International Holdings 10 November 2008 10 May 2011
Limited
Mr G O’Reilly Gleneagle Gold Limited 30 April 2010 15 June 2011
Mr W Witham Waratah Resources Limited 2 June 2011
-
DSF International Holdings
Limited 10 November 2008 3 December 2010
Whinnen Resources Limited 18 January 2007 16 September 2009
DMC Mining Limited 1 December 2006 10 October 2008
Windy Knob Resources Limited 13 October 2006 29 February 2008

Equity instrument disclosures relating to Directors of GSF Corporation Limited

Option holdings

As at the date of this report the Directors (including their personally related parties) held the following options over ordinary shares in the Company as set out below.

2011

2011
Name Balance
at start
of year
Granted
during
year as
remun-
eration
Exercised
during
year
Other
changes
during
year
Balance
at end of
year
Options
Vested and
exercisable
at end of
year
**Number ** **Number ** **Number ** **Number ** **Number ** **Number **
Mr G O’Reilly
Ms N Donovan
Mr W Witham
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- - - - - -

5

DIRECTORS’ REPORT 30 JUNE 2011

GSF CORPORATION LIMITED

2010

2010
Name Balance
at start
of year
Granted
during
year as
remun-
eration
Exercised
during
year
Other
changes
during
year
Balance
at end of
year
Options
Vested and
exercisable
at end of
year
Number Number Number Number Number Number
Mr J Mann#
Mr L Boyd#
Mr G Rodie#
Mr H Callaghan#
Mr G O’Reilly
Ms N Donovan
Mr W Witham
1,500,000
-
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,500,000)
-
(1,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total 2,500,000 - - (2,500,000) - -

Balance at date of resignation

Equity instrument disclosures relating to Directors of GSF Corporation Limited (continued)

Share holdings

As at the date of this report the Directors (including their personally related parties) held the following ordinary shares in the Company as set out below. There were no shares granted during the reporting year as compensation.

2011

Name Balance at
start of year
Received
during year on
exercise of
options
Other
changes
during year
Balance at
end of year
Number Number Number Number
Mr G O’Reilly
Ms N Donovan
Mr W Witham
Total
2,760,000
-
-
-
-
-
-
-
-
2,760,000
-
-
2,760,000 - - 2,760,000

6

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

2010

2010
Name Balance at
start of year
Received
during year on
exercise of
options
Other
changes
during year
Balance at
end of year
Number Number Number Number
Mr G O’Reilly
Mr J Mann#
Mr L Boyd#
Mr G Rodie#
Ms N Donovan
Mr W Witham
**Total **
2,760,000
7,000,000
3,333,333
1,816,667
-
-
-
-
-
-
-
-
-
(7,000,000)
(3,333,333)
(1,816,667)
-
-
2,760,000
-
-
-
-
-
14,910,000 - (12,150,000) 2,760,000
  • Balance at date of resignation

COMPANY SECRETARY

Mr Jerry Monzu

Mr Mon zu ha s over 20 years experience in publicly lis ted mult inational cor porations predominantly i n the resources and mining s ectors. He has prev iously held senior management positions in companies such as Woodside Energy and Normandy Mining.

Mr Monzu graduated with a Bachelor of Business (Accounting and Finance) from Curtin University and is a member of CPA Australia and Chartered Secretaries Australia.

CORPORATE STRUCTURE

GSF Corporation Lim ited is a c ompany l imited b y s hares that is incorporated a nd domiciled in Australia. The Company has one subsidiary, Ocean Premium Seafood Pty Ltd (Australian registered).

PRINCIPAL ACTIVITY

The Company through the Board of Directors continues to seek opportunities to invest in a suitable project, principally in the resources sector. Whilst v arious projects were identified for potential investment the Board was unable to progress any to a point where a deal could be structured (for reasons explained in the operating review). Currently the Company has no employees.

7

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

OPERATING AND FINANCIAL REVIEW

Company overview

The Group’s net loss attributable to members of the Company for the financial year ended 30 June 2011 was $156,814 (financial year ended 30 June 2010: $192,504).

The primary loss was due to expenses relating to compliance costs and maintaining the Company’s listing on the ASX.

As at 30 June 2011 t he Group’s consolidated cash position was $191,980 (30 June 2010: $321,185) and the Company had 453,424,164 shares on issue.

During the year the Board continued to review projects that it felt complimented its defined s trategy of seeking exploration and mining o pportunities that would add value to the Company and benefit shareh olders. Although opportunities were reviewed the Board could not progress any to a point where the conditions imposed by the ASX for re-quotation of its securities could be satisfied.

On 25 Ju ne 2010 the ASX suspended the quotation of the Company’s securities. The ASX advised that th e Company was in breach of listing rule 12.1 (level of a n entities operations must be sufficient to warrant continued quotation) and 12.3 (Cash box rule).

The Board will continue to seek opportunities that will add value to the Company and comply with the listing rules of the ASX. Any new opportunities that are recommended by the Board will be presented to Shareholders via a prospectus for approval at a General Meeting. The Company will need to re-comply with Chapters 1,2 and 11 of the listing rules.

During the p eriod that the securit ies are suspended from official quotation the Directors of the Company will continue to accrue minimal Director’s fees rather than have them paid (fees have already been accrued since June 2009) and the Company will c ontinue to c onserve funds. Further, the Directors fees w ill only be paid should a suitable project be introduced into the Company.

8

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

Operating Results for the year and financial position

The Group’s n et loss attributable to members of the Company fo r the financi al year ended 30 June 2011 was $156,814 (financial year ended 30 June 2010: $192,504).

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

In the opinion of the Directors, there were no matters that significantly affected the state of affairs of the Co mpany during the financial year, other than those referred to in the review of operations.

DIVIDENDS

The Directors recommend that no amount be paid by way of dividend. No dividend has been paid or declared since the end of the financial year.

UNISSUED SHARES UNDER OPTION

Unissued shares

As at the date of this report there were 75,000,000 unissued o rdinary shares under option. Details of these options are as follows:

Date Options Expiry Date Issue price Number under
Granted of shares option
23 July 2007 30 June 2012 $0.03 10,000,000
30 August 2007 30 June 2012 $0.03 65,000,000

Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company.

There were no options issued to Directors during the year to 30 June 2011.

Shares issued as a result of the exercise of options

There were no options exercised during the financial year.

EVENTS SUBSEQUENT TO BALANCE DATE

There were no post balance date events to report.

9

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

LIKELY DEVELOPMENTS

Information on likely developments in the operations of the Company and the expected results of operations have not been included in this annual financial report because the Directors believe it would be likely to result in unreasonable prejudice to the Company.

REMUNERATION REPORT (audited)

This Remuneration Report outlines the director and executive remuneration arrangements of the Company and th e Group in accordance with the requirements of the Corporations Act 2001 and its Regulations. For t he purposes of this report Key Management Personnel (KMP) of the G roup are defined as t hose persons having authority and responsibility for plannin g, directing and controlling the major activities of the Company and the Gr oup, dire ctly or indirectly , including any director ( whether executive or otherwise) of the parent company, and includes the five executives in the parent and the Group receiving the highest remuneration.

This report outlines the remuneration arrangements in place for Directors and executives of GSF Corporation Limited.

Details of key management personnel (including the highest pa id executives of the Company and Group)

  • Ms Nadine Donovan – Non-Executive Director (appointed 8 October 2008, resigned 15 January 2009, reappointed 31 July 2009)

  • Mr Greg O’Reilly – Non-Executive Director (appointed 13 July 2009)

  • Mr William Witham – Non-Executive Director (appointed 31 July 2009)

  • Mr Jerry Monzu – Company Secretary (appointed 21 January 2009)

Remuneration Policy

The Board of Directors is responsible for determining and reviewing comp ensation arrangements for the Directors and Executive Offi cers. The Board will assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Such officers are paid their base emolument in cash only.

To assist in achieving t hese objectives, the Board will link the nature and amount of executive Directors’ and officers’ emoluments to the Company’s financial and operational performance. Currently the Board has not set any targets.

Remuneration paid to t he Company's Directors and ex ecutives is als o determined with reference to the ma rket level of remuner ation for other listed co mpanies in Aus tralia operating in a si milar industry. This assessment is undertaken with reference to advice and comment provided by various executive search firms operating in the sector.

Executive Officers are those directly accountable for the o perational management and strategic direction of the Company.

10

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

REMUNERATION REPORT (audited) (continued...)

Remuneration Policy (continued...)

At the Board’s discretion the nature and amount of executive and director’s emoluments may be linked to the Company’s financial and operation al performance. Currently the Board has not set any targets.

Having regard to the nu mber of memb ers currently comprising the Company’s Board and the stage of the Company’s development, the Company does not have a separately established remuneration c ommittee. The functions that w ould be performed by a remuneration committee are currently performed by the full Board.

Fixed remuneration

Fixed remuneration consists of a base remuneration package, which includes Directors’ fees (in the case of Directors), salaries, c onsulting fees and employer contributions to superannuation funds.

Fixed remuneration levels for Directors and executive officers will be reviewed annually by the Board through a process that considers the em ployee’s personal development, achievement of key performance objectives for the year, industry benchmarks wherever possible and CPI data.

Total remuneration for non-executive Directors is determined by resolution of shareholders. The Board determines actual payments to Directors and reviews their remuneration annually, based on independent external advice, relativities and the duties and accountabilities of t he Directors. Th e maximum available aggregate remuneration approved for non-executive Directors is $200,000. Non-executive Directors do not receive any other retirement benefits other than a superannuation guarantee contribution required by government regulation, which is currently 9% of their fees.

Non-executive Directors may provide specific consulting advice to the Company upon direction from the Board. Remuneration for this work is made at market rates.

Performance-linked remuneration

All employees may receive bonuses and/or shar e options b ased on achievement of specific goals related to performance against individual KPIs and to the performance of the Company as a whole as determined by the Directors based on a range of factors. These factors include traditional financial considerations such as operating performance, cash consumption, deals concluded, increase in the market capitalisation of the Company and successful capital raisings and also industry-specific factors. There have been no KPIs set during the year or the prior year and as the past performance of the Company is volatile no link between Company performance and executive remuneration has been set.

11

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

REMUNERATION REPORT (audited) continued

Elements of director and executive remuneration

Remuneration packages may contain the following key elements:

  • a) Short-term benefits – salary / fees, bonuses and other benefits;

  • b) Post-employment benefits – including superannuation; and

  • c) Share-based payments – no Employee Share Option Plan is currently in existence, however the Company may choose to remunerate Directors and executives by the grant of options in the future, subject to shareholder approval.

The Company does not hav e a policy in place relating to t he ex ecutives limiting their exposure to risk in relation to the Company’s equity instruments.

The following table discloses the remuneration of the key management personnel during the financial year from the Company:

2011

2011
Short-term benefits Post-
employ-
ment
Share-
based
payments
Total Proport-
ion
related
to
perfor-
mance
Salary and
fees
$
Bonus
$
Other
benefits
$
Super-
annuation
$
$ $ %
Directors
Mr G O’Reilly(*) 12,000 - - - - 12,000 -
Ms N Donovan(*) 12,000 - - - - 12,000 -
Mr W Witham(*) 12,000 - - - - 12,000 -
Other Executives
Mr J Monzu3 51,297 - - - - 51,297 -
Total 87,297 - - - - 87,297 -

(*) The current Directors have not been paid any directors fees and these amounts are accrued to be paid only upon the successful introduction of a project into GSF Corporation Limited.

2010

2010
Directors
Mr G O’Reilly1(*) 6,000 - - - - 6,000 -
Ms N Donovan2(*) 10,000 - - - - 10,000 -
Mr W Witham2(*) 10,000 - - - - 10,000 -
Mr J Mann4 806 - - - - 806 -
Mr L Boyd5 2,500 - - - - 2,500 -
Mr G Rodie6 1,717 - - - - 1,717 -
Other Executives
Mr J Monzu3 56,760 - - - - 56,760 -
Total 87,783 - - - - 87,783 -

12

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

REMUNERATION REPORT (audited) continued

(*) The current Directors have not been paid any directors fees and these amounts are accrued to be paid only upon the successful introduction of a project into GSF Corporation Limited.

1Appointed 13 July 2009

2Appointed 31 July 2009

3Appointed 19 January 2009

4Appointed 15 August 2006, resigned 10 July 2009

5Appointed 12 July 2007, resigned 31 July 2009

6Appointed 13 July 2009, resigned 31 July 2009

Value of options issued to Directors and executives

No options were granted to Directors of the Company as remuneration during the years ended 30 June 2011 and 30 June 2010.

Employment contracts

The Company has entered into standard appointment agreements with N on Executive Directors. These agreements provide for an indefinite period of appointment subject to reappointment requirements at annual general meetings under the terms of the constitution. The employment may be te rminated pursuant to the Corporations Act and the Company’s Constitution, in c ertain prescribed circumstances (such as bankruptcy, conviction of an offence, unsound mind). The Director may resign by notice in writing at any time. There are no termination benefits specified in the agreements.

Company performance

The table below shows the performance of the Company over the last five years since the date of reinstatement to official quotation on the ASX on 7 November 2006.

2011
$
2010
$
2009
$
2008
$
2007
$
Net (loss) (156,814) (192,504) (938,473) (3,737,100) (3,499,288)
Closing share
Price
0.001 0.001 0.003 0.021 0.023

Prior to the 2007 year the Company was under a Deed of Company Arrangement and reinstated to official quotation in November 2006 after a successful capital raising.

On 25 June 2010 the ASX suspended the quotation of the Company’s securities, the last traded price for GSF was 0.01 cents.

The Directors recommend that no amount be paid by way of dividend. No dividend has been paid or declared since the end of the financial year.

END OF REMUNERATION REPORT

13

DIRECTORS’ REPORT 30 JUNE 2011 GSF CORPORATION LIMITED

DIRECTORS' MEETINGS

The number of D irectors’ meetings held and number of meetings attended by ea ch of the Directors of the Company during the financial year were as follows:

Board of Directors Board of Directors
Eligible to
attend
Attended
Mr G O’Reilly 4 4
Mrs N Donovan 4 3
Mr W Witham 4 3

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

During the financial year, the Company maintained an insurance policy wh ich indemnifies the Directors and Officers of GS F Corporation L imited in re spect o f an y liability inc urred in connection with t he performance of their dutie s as Directors or Officers of t he C ompany t o the e xtent p ermitted by the Corp orations Act 20 01. The Company's insurers have prohibi ted disclosure of the amount of the premium payable and the level of indemnification under the insurance contract.

NON-AUDIT SERVICES

During the year no non-audit services we re provided by the Company’s auditor, BDO Audit (WA) Pty Ltd.

AUDITOR’S INDEPENDENCE DECLARATION

The auditor’s independence declaration is included on page 21 of the financial report.

Dated this 15th day of September 2011.

Signed in accordance with a resolution of the Directors.

==> picture [89 x 38] intentionally omitted <==

Greg O’Reilly Director

14

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2011 GSF CORPORATION LIMITED

GSF Corporation's Board and Corporate Governance

The B oard of Dir ectors o f GSF Corp oration Limited is r esponsible f or th e corp orate governance of the Company a nd is committed to applying the ASX Corpo rate Governance Council Corporate Governance Principles and Recommendations (“ASX Principles”) where practicable. The Board guides and monitors the business and affairs of the Company on behalf of the shareholders. It is a requirement of the Board that the Company maintains high standards of ethics and integrity at all times.

The ASX Principles are an important regulatory guide for listed companies reporting on their corporate governance practices. Under ASX Listing Rule 4.10.3, listed companies must disclose the extent to which they have followed the ASX Principles, and if any of the recommendations have not been followed then the Company must explain why not.

The requirements under Listi ng Rule 4. 10.3 apply to GSF C orporation f or t he year ended 30 J une 2011 and this corporate governance statement sets out and explains any departures by the Company from the ASX Principles.

The Role of the Board and the Board Charter

The Board's Duties

As the Board acts on behalf of and is accountable to the shareholders, the Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical expectations and obligations and strives to meet t hose expectations. In a ddition, the Board is responsible for identifying areas of s ignificant business risk and ensuring arrangements are in place to adequately manage those risks.

The role of the Board is to oversee and guide the management of GSF Corporation with the aim of protecting and enhancing t he interests of its shareholders and taking into account the interests of other s takeholders including employees and the wider community.

The Board has adopted a formal Chart er w hich clearly establishes the relationship between the Board and management and describes their functions and responsibilities.

The Board is responsible for setting the strategic direction of the Company, establishing goals for management and monitoring the achievement of those goals. The Company currently does not have a s ignificant business that warrants delegation of powers to a Chief Executive Officer (“CEO”) of the day-to-day management of the Company and its operations, and therefore the Board currently has responsibility for the duties that would normally be carried out by management. The Charter sets out the responsibilities of a CEO if one was so appointed.

15

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2011 GSF CORPORATION LIMITED

Code of Conduct

Directors of the Company are also s ubject to GSF Corporation's Code of Conduct (further discussed on page 20). The Code of Conduct is considered by the Board to be an effective way to guide the behaviour of a ll Directors and employees and demonstrates the Company's commitment to ethical and compliant practices.

The Composition of GSF Corporation's Board

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

  • the Board should comprise at least 3 Directors;

  • the Board should comprise Directors with an appropriate range of qualifications and expertise; and

  • the Board shall meet regularly and follow meeting guidelines set down to en sure all Directors are made aware of, and have available all necessary information, to participate in an informed discussion of all agenda items.

As at the date of this report, the Board c omprises three independent non-executive Directors. Details of the Directors are set out in the Directors’ Report.

Independence of Directors

The Board has reviewed the position and associations of each of the three Directors in office at the date of this report and consider s that a ll Directors are independent. In considering whether a Director is independent, the Board has regard to the independence criteria in A SX Co rporate Governance Principle 2 and other facts, information and circumstances that the Board considers relevant. The Board assesses the independence of new Directors upon appointment and reviews their independence, and the independence of other Directors, as appropriate.

The Board considers that Mr O’Reilly me ets the c riteria in P rinciple 2.1. He h as no material bus iness or con tractual relationship with the Company, other than as a director, and no conflicts of interest which could interfere with the exercise of independent judgement. Accordingly, he is considered to be independent.

The Board considers that Mrs Donovan meets the criteria in Principle 2.1. She has no material bus iness or con tractual relationship with the Company, other than as a director, and no conflicts of interest which could interfere with the exercise of independent judgement. Accordingly, she is considered to be independent.

The Board c onsiders that Mr W itham meets the c riteria in Principle 2.1. He h as no material bus iness or con tractual relationship with the Company, other than as a director, and no conflicts of interest which could interfere with the exercise of independent judgement. Accordingly, he is considered to be independent.

16

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2011 GSF CORPORATION LIMITED

The qualifications and period of office held by each Director can be found in th e Director’s report. The Directors will continue to monitor the composition of the Board to ensure its structure remains appropriate and consistent with effective management and good governance.

Appointment, Election and Re-Election of Directors

The Constitution of the Company requires one third of the Directors, other than the Managing Director, to retire from office at each Annual General Meeting. Directors who have been appointed by the Board are required to retire from office at the next Annual General Meeting and are not taken into account in determining the number of Directors to ret ire at that Annual General Meeting. Directors c annot ho ld office for a p eriod in excess of three years or later than the third Annual Ge neral Meeting following their appointment without su bmitting themselves for re-ele ction. Retiring Directors are eligible for re-election by shareholders.

Nomination and Appointment of New Directors

Recommendations of candidates for new Directors are made by the Directors for consideration by the Board as a whole. If it is necessary to appoint a new Director to fill a vacancy on the Board or to complement the existing Board, a wide potential base of possible c andidates is considered. If a candidate is recommended b y a director, the Board assesses that p roposed new director against a range of criteria inc luding background, experience, professional s kills, personal qualities, the potential for the candidate’s s kills to augment the ex isting Board and the candidate’s availability to commit to the Board’s activities. If these criteria are me t and the Board appoints the candidate as a director, that director must retire at the next following General Meeting of Shareholders and will be eligible for election by shareholders at that General Meeting.

GSF Corporation's Board Meetings

The Board met 4 times between 1 July 2010 and 30 June 2011.

The Board meets formally at least four times each year, and from time to time meetings are convened outside the scheduled dates to consider issues of importance.

Directors’ attendance at Board meetings is detailed on page 14 of this annual report.

Performance Review

The Board has not adopted any formal procedures for the review of the performance of the Board, however the Board has committed t o an informal assessment pro cess, facilitated in consultation with GSF Corporation’s professional advisors, w hich is currently considered to meet the Board’s obligations sufficiently.

The Board aims to ensure that shareholders are informed of a ll information necessary to assess the performance of the Dire ctors. Information is communicated to the shareholders through:

17

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2011 GSF CORPORATION LIMITED

  • the annual report which is distributed to all shareholders;

  • the half-yearly report;

  • the annual general meeting and other meetings to obtain shareholder approval for Board actions as appropriate; and

  • continuous disclosure in accordance with ASX Listing Rule 5.1 and the Company's continuous disclosure policy.

Board Members' Rights to Independent Advice

The Board h as procedures to a llow Directors, in the furt herance of their duti es as Directors or members of a Committee, to seek independent professional advice at the Company's expense, subject to the prior written approval of the Chairman.

Audit Committee

Having regard to the number of me mbers currently comprising the Company’s Board and the stage of the Company’s development, the Board has not established an audit committee, however meetin gs are held throughout the year between t he Company Secretary and the Company’s auditors to discuss the Company’s ongoing activities and any proposed chang es p rior to their implementation and to seek advice in relation thereto. Accordingly the Company was not in compliance with Principle 4.1 during the financial year.

Nomination Committee

The functions that would be performed by a nomination c ommittee are c urrently performed by th e full Boa rd. Having regard to t he number of members c urrently comprising the Company ’s Board and the stage of the Company’s development, the Board does not c onsider it a ppropriate to dele gate these responsibilities to a subcommittee. Accordingly the Company was not in compliance with Recommendation 2.4 during the fin ancial year. The se arrangements w ill be reviewed pe riodically by the Board to ensure that they continue to be appropriate to the Company’s circumstances.

Remuneration Committee

The functions that w ould b e p erformed by a remuneration com mittee are c urrently performed by th e full Boa rd. Having regard to the number of members c urrently comprising the Company ’s Board and the stage of the Company’s development, the Board does not c onsider it a ppropriate to dele gate t hese responsibilities to a subcommittee. Accordingly the Company was not in compliance with Recommendation 8.1 during the fin ancial year. The se arrangements w ill be reviewed pe riodically by the Board to ensure that they continue to be appropriate to the Company’s circumstances.

Remuneration for Directors and executives

A brief discussion on the Co mpany's remuneration policies in respect of Directors and executives is set out in the audit ed Remuneration Report contained in the D irectors Report. Detailed disclosure of the remuneration paid to the Company's Directors and executives is set out on page 12 also set out in Remuneration Report.

18

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2011 GSF CORPORATION LIMITED

Integrity in Financial Reporting

Consistent w ith ASX Principle 7 .3, the Company's financial report preparation and approval process for the financial year ended 30 June 2011 involved Mr Jerry Monzu, Company Secretary and Mr Greg O’Reilly, Chairman and Non-Executive Director providing detailed representations to the Board covering:

  • compliance w ith the Company's accounting policies and rele vant accounting standards;

  • the accuracy o f the financial statements and that t hey provide a true a nd fair view;

  • integrity and objectivity of the financial statements; and

  • effectiveness of the system of internal control.

Risk Identification and Management

The Board accept s that taking and man aging risk is central t o building sharehol der value and the Board is responsible for the Company’s risk management strategy. Management is responsible for implementing the Board’s strategy and for developing policies and procedures to assist the Board to identify, manage and m itigate the risks across GSF Corporation’s operations.

The Company retains c onsultants w ith the requisite e xperience and qualifications to enable the Board to manage the risks to the Company. The Board reviews risks to the Company at regular Board meetings.

Securities Trading by Directors and Employees

GSF Corporation adopted a Share Trading Policy on 15 December 2010. The policy summarises the law relating to insider trading and sets out the policy of the Company on Directors, officers, employees and consultants dealing in securities of the Company.

This policy is provided to all Directors and employees and compliance with it is reviewed on an ongoing basis in ac cordance w ith the Company’s risk man agement systems.

Continuous Disclosure

GSF Corporation has established policies and procedures in order to comply with its continuous and periodic disclosure requirements under the Corporations Act 2001 (Commonwealth) and the ASX L isting Rules. T he Board has in place a formal Continuous Disclosure Policy which was adopted on 23 May 2007, and is consistent with the informal policies a nd practices of th e Board that were in place prior to the formal adoption of the Continuous Disclosure Policy document.

The Company Se cretary has primary responsibility for t he disclosure of material information to ASIC and ASX and maintains a procedural methodology for d isclosure, as well as for record keeping.

19

CORPORATE GOVERNANCE STATEMENT 30 JUNE 2011 GSF CORPORATION LIMITED

The Po licy also s ets out w hat renders in formation material. The Board reviews the Company’s compliance with this policy on an ongoing basis and will update it from time to time, if necessary.

Shareholder Communications

The Board's f ormal policy o n c ommunicating w ith shareholders is its Shareholder Communications Policy. The aim of the Shareholder Communications Policy is to make known GSF Corporation's methods for d isclosure to s hareholders and the general public. The Policy details the steps between disclosure to ASIC and ASX and communication to shareholders.

The Board reviews this policy and compliance with it on an ongoing basis.

To add further value to the Company's communications with shareholders, the external auditor w ill b e requested to attend the Company's AGM and b e available to answer shareholders' questions about the conduct of the audit and the preparation and content of the auditor's report.

Conduct and Ethics

The GSF Corporation Code of Conduct wa s adopted on 23 May 20 07. Th e Code covers a broad range of issues and refers to tho se practices necessary to maintain confidence in the Company’s integrity, including procedures in relation to:

  • compliance with the law;

  • financial records;

  • contributions to political parties, candidates or campaigns;

  • occupational health and safety;

  • confidential information;

  • conflict of interest;

  • efficiency;

  • equal opportunity;

  • corporate bribery; and

  • membership to industry and professional associations.

Gender Diversity Policy

The Company does not c urrently have a Gender Diversity policy in place and is therefore not in compliance with recommendation 3.2 of the ASX Corporate Governance Principles and Recommendations during the financial year. The Company does not have any full time employees at this time and the Board does not consider it appropriate to have such a policy at t his stage of t he Company’s dev elopment. The Board will continue to review the development of the Company and will adopt a Gender Diversity Policy at the appropriate time.

20

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au

==> picture [77 x 30] intentionally omitted <==

15[th] September 2011

The Board of Directors GSF Corporation Limited Unit B9, 431 Roberts Road Subiaco WA 6008

Dear Sirs,

DECLARATION OF INDEPENDENCE BY BRAD McVEIGH TO THE DIRECTORS OF GSF CORPORATION LIMITED

As lead auditor of GSF Corporation Limited for the year ended 30 June 2011, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

  • any applicable code of professional conduct in relation to the audit.

This declaration is in respect of GSF Corporation Limited and the entity it controlled during the period.

==> picture [69 x 47] intentionally omitted <==

Brad McVeigh Director

==> picture [36 x 23] intentionally omitted <==

BDO Audit (WA) Pty Ltd Perth, Western Australia

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

21

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011

G SF CORPORATION LIMITED

Note
Revenues from continuing
operations
6
Administration expenses
7
Loss before income tax
Income tax expense
9
Loss after income tax from
continuing operations for the
year
(Loss) / Profit attributable to:
Non Controlling Interest
Members of the Parent
Company
Other comprehensive loss
Total comprehensive loss for
the year net of tax
Total comprehensive loss for
the year is attributable to:
Owners of GSF Corporation
Limited
Non Controlling Interest
Loss per share attributable to
members of the Company
Basic loss per share (cents)
10
Diluted loss per share (cents)
10
Consolidated
2011
2010
$
$
4,810
4,517
(161,951)
(199,980)
(157,141)
(195,463)
-
-
(157,141)
(195,463)
(327)
(2,959)
(156,814)
(192,504)
(157,141)
(195,463)
-
-
(157,141)
(195,463)
(156,814)
(192,504)
(327)
(2,959)
(157,141)
(195,463)
(0.03)
(0.04)
(0.03)
(0.04)

This statement of comprehensive income should be read in conjunction with the accompanying notes to the financial statements.

22

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2011

GSF CORPORATION LIMITED

Note
Current Assets
Cash and cash equivalents
17(a)
Trade and other receivables
11
Other current assets
12
Total Current Assets
Total Assets
Current Liabilities
Trade and other payables
13
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
14(a)
Accumulated losses
15
Reserves
15
Parent interests
Non controlling interests
16
Total Equity
Consolidated
2011
2010
$
$
191,980
321,185
425
1,808
5,780
5,792
198,185
328,785
198,185
328,785
79,421
52,880
79,421
52,880
79,421
52,880
118,764
275,905
-
-
(1,305,526)
(1,148,712)
1,424,233
1,424,233
118,707
275,521
57
384
118,764
275,905

This statement of financial position should be read in conjunction with the accompanying notes to the financial statements.

23

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

Balance at 1 July 2010
Loss for the year
Total Comprehensive
Income for the year
Transactions with owners
recorded directly in equity
Total transactions with
owners:
Balance as at 30 June 2011
Balance at 1 July 2009
Loss for the year
Total Comprehensive
Income for the year
Transactions with owners
recorded directly in equity
Total transactions with
owners:
Losses of prior years offset
against issued capital
Balance as at 30 June 2010
Consolidated
Contributed
equity
Option
Premium
Reserve
Accum-
ulated
losses
Non
Controlling
interest
Total
$
$
$
$
$
-
1,424,233
(1,148,712)
384
275,905
-
-
(156,814)
(327)
(157,141)
-
-
(156,814)
(327)
(157,141)
-
-
-
-
-
-
1,424,233
(1,305,526)
57
118,764
21,818,671 1,
424,233
(22,774,879)
3,343
471,368
-
-
(192,504)
(2,959)
(195,463)
-
-
(192,504)
(2,959)
(195,463)
(21,818,671)
-
21,818,671
-
-
-
1,424,233
(1,148,712)
384
275,905

This statement of changes in equity should be read in conjunction with the accompanying notes to the financial statements.

24

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

Note
Cash flow from operating
activities
Receipts from customers
Payments to suppliers and
employees
Income tax (paid)/received
Interest received
Net cash flows used in
operating activities
17(b)
Cash flows from financing
activities
Proceeds from issue of shares
Payment of share issue costs
Proceeds from issue of options
Net cash flows from financing
activities
Net increase in cash and
cash equivalents
Cash and cash equivalents at
beginning of period
Cash and cash equivalents at
end of period
17(a)
Consolidated
2011
2010
$
$
-
1,054
(134,014)
(133,879)
995
-
3,814
4,517
(129,205)
(128,307)
-
-
-
-
-
-
-
-
(129,205)
(128,307)
321,185
449,492
191,980
321,185

This statement of cash flows should be read in conjunction with the accompanying notes to the financial statements.

25

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

1. CORPORATE INFORMATION

GSF Corporation Limited (“the Company”) is a company limite d by shares incorporated and domiciled in Australia, whose shares are publicly traded on the Australian Securities Exchange. These financial statements are presented in Australian dollars. The financial report was authorised for issue by the Directors on 15 September 2011 in accordance with a resolution of the Directors.

The nature of the operations and principal activities of the Company are described in the Directors’ Report.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

( a) Basis of preparation

The financial S tatements are a general purpose financial report which has been prepared in accordance with the requir ements of the Corporations Act 2001 and Australian Accounting Standards and Accounting Interpretations. The financial Statements have been prepared on a historical cost basis.

The financial Statements are presented in Australian dollars.

The group financial statements of GSF Corporation Limited also comply with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Going Concern

On 25 June 2010, the ASX imposed a suspension on the quotation of the Company’s securities as a result of the company being in breach of listing rule 12.1 (level of an ent ities operations must be sufficient to warrant continued quotation) and 12.3 (cash box rule). As disclosed to the market, the directors of the company are currently assessing new projects for the company to pursue. Should the company wish to proceed with a new project, it will require a further injection of capital and re-compliance with the ASX listing rules regarding admission to official quotation. If the company is unable to complete a capital raising, this may indicate the existence of a m aterial u ncertainty whi ch may cast s ignificant d oubt on the company’s ability to continue as a going concern.

(b) Statement of compliance

(i) New and amended standards adopted by the Group

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 July 2010:

  • AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project;

26

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

  • AASB 2009-8 Amendments to Australian Accounting Standards � Group � �

  • Cash settled Share based Payment Transactions;

  • AASB 2009-10 Amendments to A ustralian Accou nting Standards � Classification of Rights Issues; and

  • AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project.

The adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods.

(ii) New accounting standards and interpretations not yet adopted

Certain new accounting s tandards and interpretations have been published that are not mandato ry for 30 Ju ne 2011 reportin g period s and have not yet been applied in the financial report. The Group’s assessment of the impact of these new standards and interpretations is set out below.

Reference Title Summary Application date
of standard
Impact on Group
financial report
IFRS 10
(issued May
2011)
Consolidated
Financial
Statements
Introduces a single ‘control
model’ for all entities, including
special purpose entities (SPEs),
whereby all of the following
conditions must be present:
�Power over investee (whether
or not power used in practice)
�Exposure, or rights, to
variable returns from investee
�Ability to use power over
investee to affect the entity’s
returns from investee.
Annual reporting
periods
commencing on or
after 1 January
2013
When this standard is first
adopted for the year
ended 30 June 2014,
there will be no impact on
transactions and balances
recognised in the financial
statements because the
entity does not have any
special purpose entities.
IFRS 10
(issued May
2011)
Consolidated
Financial
Statements
Introduces the concept of ‘de
facto’ control for entities with
less than a 50% ownership
interest in an entity, but which
have a large shareholding
compared to other shareholders.
This could result in more
instances of control and more
entities being consolidated.
When this standard is first
adopted for the year
ended 30 June 2014
There will be no impact on
the group.
IFRS 11
(issued May
2011)
Joint
Arrangements
Joint arrangements will be
classified as either ‘joint
operations’ (where parties with
joint control have rights to assets
and obligations for liabilities) or
‘joint ventures’ (where parties
with joint control have rights to
the net assets of the
arrangement).
Joint arrangements structured
as a separate vehicle will
generally be treated as joint
ventures and accounted for
using the equity method
(proportionate consolidation no
longer allowed).
Annual reporting
periods
commencing on or
after 1 January
2013
When this standard is
adopted for the first time
for the year ended 30
June 2014, joint ventures
will be accounted for in
consolidated financial
statements using the
equity method, rather than
the proportionate
consolidation method. The
standard is not expected
to impact the group in its
current form

27

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

Reference Title Summary Application date
of standard
Impact on Group
financial report
IFRS 11
(issued May
2011)
Joint
Arrangements
However, where terms of the
contractual arrangement, or
other facts and circumstances
indicate that the parties have
rights to assets and obligations
for liabilities of the arrangement,
rather than rights to net assets,
the arrangement will be treated
as a joint operation and joint
venture parties will account for
the assets, liabilities, revenues
and expenses in accordance
with the contract.
On 1 July 2012, the equity
accounted investment will
be derecognised and the
group’s share of each
asset and each liability in
respect of the joint
operation will be
recognised separately in
the statement of financial
position. The standard is
not expected to impact the
group in its current form
IFRS 13
(issued May
2011)
Fair Value
Measurement
Currently, fair value
measurement requirements are
included in several Accounting
Standards. IFRS 13 establishes
a single framework for
measuring fair value of financial
and non-financial items
recognised at fair value in the
statement of financial position or
disclosed in the notes in the
financial statements.
Annual reporting
periods
commencing on or
after 1 January
2013
Due to the recent release
of this standard, the entity
has yet to conduct a
detailed analysis of the
differences between the
current fair valuation
methodologies used and
those required by IFRS
13. However, when this
standard is adopted for the
first time for the year
ended 30 June 2014,
there will be no impact on
the financial statements
because the revised fair
value measurement
requirements apply
prospectively from 1 July
2013.
Amendments
to IAS 1
(issued June
2011)
Presentation of
Items of Other
Comprehensive
Income
Amendments to align the
presentation of items of other
comprehensive income (OCI)
with US GAAP.
Various name changes as
follows:

1 statement of
comprehensive income – to
be referred to as ‘statement
of profit or loss and other
comprehensive income’

2 statements – to be
referred to as ‘statement of
profit or loss’ and ‘statement
of comprehensive income’.
Annual periods
commencing on or
after 1 January
2013
When this standard is first
adopted for the year
ended 30 June 2014,
there will be no impact on
amounts recognised for
transactions and balances
for 30 June 2014 (and
comparatives). However,
the statement of
comprehensive income
will include name changes
and include subtotals for
items of OCI that can
subsequently be
reclassified to profit or loss
in future (e.g. foreign
currency translation
reserves) and those that
cannot subsequently be
reclassified (e.g. fixed
asset revaluation
surpluses).

28

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

Reference Title Summary Application date
of standard
Impact on Group
financial report
AASB 124
(issued
December
2009)
Related Party
Disclosures
Simplifies disclosure
requirements for government-
related entities and clarifies the
definition of a related party.
Annual reporting
periods
commencing on or
after 1 January
2011.
As this is a disclosure
standard only, there will be
no impact on amounts
recognised in the financial
statements. However,
various disclosures
currently required by
government entities about
related party transactions
with other entities that are
controlled, or significantly
influenced by the same
government entity will no
longer be required if it is
costly to gather and of less
value to users.
AASB 2010-6
(issued
November
2010)
Amendments to
Australian
Accounting
Standards –
Disclosures on
Transfers of
Financial
Assets
Additional disclosures required
for entities that transfer financial
assets, including information
about the nature of financial
assets involved and the risks
associated with them.
Annual reporting
periods
commencing on or
after 1 July 2011
As this is a disclosure
standard only, there will be
no impact on amounts
recognised in the financial
statements.
AASB 1054
(issued May
2011)
Australian
Additional
Disclosures
Moves additional Australian
specific disclosure requirements
for for-profit entities from various
Australian Accounting Standards
into this Standard as a result of
the Trans-Tasman Convergence
Project. Removes the
requirement to disclose each
class of capital commitment and
expenditure commitment
contracted for at the end of the
reporting period .
Annual reporting
periods
commencing on or
after 1 July 2011
There will be no impact on
disclosures when this
Standard is adopted for
the first time because the
entity has no capital or
other expenditure
commitments.
IFRS 13
(issued May
2011)
Fair Value
Measurement
Additional disclosures required
for items measured at fair value
in the statement of financial
position, as well as items merely
disclosed at fair value in the
notes to the financial
statements. Extensive additional
disclosure requirements for
items measured at fair value that
are ‘level 3’ valuations in the fair
value hierarchy that are not
financial instruments, e.g. land
and buildings, investment
properties etc.
Annual reporting
periods
commencing on or
after 1 January
2013
When this standard is
adopted for the first time
on 1 July 2012, additional
disclosures will be
required about fair values.

29

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued...)

(c) Basis of consolidation

The c onsolidated financial s tatements c omprise the financial statements of GSF Corporation Limited and its subsidiary as at 30 June 2011 (the Group).

Subsidiaries are all tho se entities over which the Group has the power to govern the financial and operating policies s o as to obtain benefits from t heir ac tivities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity.

The f inancial statements of t he subsidiary are p repared for the same reporting period as the parent company, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and exp enses and profit s and losse s resulting f rom intragroup transactions have been eliminated in full.

Subsidiaries are fully consolidated from the date on which control is obtained by the Group and cease to be consolidated f rom the dat e o n wh ich c ontrol is transferred out of the Group.

The ac quisition of s ubsidiaries is accounted for us ing the pur chase method of accounting. The purchase method of accounting involves allocating the cost of the business combination to the fair value of the assets acquired and the liabilities and contingent liabilities assumed at the date of acquisition.

Non c ontrolling interests not held by the Group are a llocated their share o f net profit after tax in the statement of comprehensive income and are presented within equity in the consolidated statement of financial position, separately from parent shareholders’ equity.

(d) Foreign currency translation

Functional and presentation currency

The functional currency of GSF Corporation Limited and its subsidiary is Australian dollars ($). T he presentation currency of GSF Cor poration L imited is Australian dollars ($).

Transactions and balances

Transactions in foreign currencies are initially recorded in the functional currency by apply ing the ex change rates rulin g at the date of the tran saction. M onetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date.

All exchange differences in the consolidated financial report are taken to the Statement of Comprehensive Income.

30

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued...)

(e) Cash and cash equivalents

Cash and cash equivalents in the Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

For the pur poses of the St atement o f Cash Flows, c ash and c ash equivalents consist of c ash and cash equivalents as defined above, n et of outstanding bank overdrafts. Bank overdrafts are included within interest-bearing loans and borrowings in current liabilities on the Statement of Financial Position.

(f) Trade and other receivables

Trade receivables, which generally have 30-60 day terms, are recognised initially at fair value and subsequently me asured at amortised c ost us ing the effective interest method, less an allowance for any uncollectible amounts.

Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off when identified. An allowance for doubtful debts is raised when there is objective evidence that the Group will not be able to collect the debt.

(g) Trade and other payables

Trade payables and other payables are carried at amortised cost. They represent liabilities for goods and services provided to the Group prior to the end o f the financial year that are unpaid and arise when the Group becomes obliged to make future p ayments in respect of the purcha se o f th ese goods and servi ces. The amounts are unsecured and are usually paid within 30 days of recognition.

(h) Provisions and employee leave benefits

Provisions are recognised when t he Group has a p resent obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are measured at the present value of ma nagement’s best estimate of the expenditure required to settle the present obligation at the balance date. If the effect of the time value o f money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and t he risks specific to the liability.

31

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued...)

(h) Provisions and employee leave benefits (continued...)

Employee leave benefits

Liabilities for wages and salaries, including n on-monetary b enefits, annual leave and accumulating s ick leave expected to be s ettled within 1 2 mon ths of the reporting date are recognised in respect of employees’ services up to the reporting date. They are me asured at t he amounts expected to be paid when the liabilities are settled and are included in other payables.

(i) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(j) Revenue recognition

Revenue is recognised and me asured at the fair v alue of the cons ideration received or re ceivable to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

Sale of goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Risks and rewards of ownership are considered p assed to the buyer at the time of delivery of the go ods to the customer.

Interest revenue

Revenue is recognised as interest accrues using the effective interest m ethod. This is a method of calculating the am ortised c ost of a financial asset and allocating the interest revenue over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(k) Income tax and other taxes

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the curr ent pe riod’s taxable income. T he tax rates and tax laws used to compute the amount are those that are ena cted or substant ively enacted by t he balance date.

32

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued...)

  • (k) Income tax and other taxes (continued...)

  • Deferred income tax i s provided on all temporary differences at the ba lance date between the tax bases of a ssets and liabilities and their carry ing amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

  • when the d eferred income tax lia bility arise s from the initial recognition of goodwill or o f an asset or liability in a t ransaction that i s not a business combination and that, at the time of t he transaction, affe cts ne ither the accounting profit nor taxable profit or loss; or

  • when the taxable temporary difference is associated with investments in subsidiaries, associates o r interests in joint ventures, and the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, ca rry-forward o f unuse d tax credi ts a nd unused t ax losses, to the extent that it is probable that taxable profit w ill b e available against w hich the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

  • when the deferred income tax asset relating to the deductible temporary difference arises from the init ial recognition of a n asset or liability in a transaction that i s not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

  • when the deductible temporary difference is asso ciated with investments in subsidiaries, asso ciates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reve rse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferr ed income tax assets is reviewed at e ach balance date and reduced to the e xtent that it is no l onger probable that sufficient taxable profit will be a vailable to allow all or part of the def erred income tax ass et to be utilised.

Unrecognised deferred income t ax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the y ear when the asset is realised or the li ability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.

33

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued...)

(k) Income tax and other taxes (continued...)

Current and deferred t ax Income is recognised in the Statement of Financial Position, except to the extent that it relates to items recognised in other comprehensive income or direct in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.

Deferred tax a ssets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

Other taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case, it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and p ayables are stated inclusive of the amount of GST re coverable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.

(l) Share-based payment transactions

The Group provides benefits to Directors, employees and consultants in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).

The cost of these equity-settled transactions with Directors, employees and consultants is measured by reference to the fair value at the date at which they are granted. The fair value is determined using an appropriate valuation model. There have been no share based payments during the current year.

In valuing equity-settled transactions, no account is taken to any vesting conditions, other than conditions linked to the price of the shares of the Company if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity on the date the equity right is granted.

34

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued...)

(l) Share-based payment transactions (continued...)

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modi fied. An additional expense is recognised for any modifi cation that increases the total fair v alue of the share based arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, a nd any expense not yet re cognised for the aw ard is recognised immediately. However, if a ne w award is substituted for the cancelled award and designated as a replacement award on the date that it is g ranted, the can celled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The d ilutive ef fect, if any, of outstanding options is reflected as additional share dilution in the computation of diluted loss per share.

(m) Loss per share

Basic loss per share is calculated as net profit or loss attributable to members of the parent en tity, adju sted to exclud e any costs of servicing equity (ot her than dividends), d ivided by the weig hted average number of ordinary s hares o f the Company, adjusted for any bonus element.

Diluted loss per share is calculated as net profit or loss attributable to members of the parent, adjusted for:

  • costs of servicing equity (other than dividends);

  • the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

  • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares;

divided by the weighted average number of o rdinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(n) Investments in other financial assets

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an a ctive market. They are included in current assets, except for those with maturities greater than 12 months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and ot her receivables and receivables in the statement of financial position.

35

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group’s principal financial instruments comprise cash and cash equivalents, receivables and payables.

The n et fair v alues of the financial as sets and liabili ties at balance date of the Group approximate the carrying amounts in the financial statements, except where specifically stated.

The Group m anages its exposure to key fi nancial ri sks, including interest rate, foreign currency risk, credit risk and liquidity risk in accordance with the Group’ s financial risk m anagement policy. The objecti ve o f the p olicy is to s upport the delivery of the Group’s financial targets whilst protecting future financial security.

The main risks arising from the Group's financial instruments are interest rate risk, credit risk and liquidity risk. T he Group uses different m ethods to me asure and manage different types of risks to which it is e xposed. These include monitoring levels of exposure to interest rate and foreign exchange risk and assessments of market forecasts for int erest rate and foreign e xchange rates. Liquidity risk is monitored through the development of future rolling cash flow forecasts.

The Board reviews and agrees policies for ma naging each of these risks as summarised below.

Primary responsibility for identification and cont rol of f inancial risks rests with the Board. The Board reviews and agrees policies fo r man aging each of the risks identified below.

Risk exposures and responses

Interest rate risk

The Group's exposure to market interest rates relates primarily to the Group’s cash and short-term deposits.

At balance date, the Group had the following financial assets exposed to Australian variable interest rate risk that are not designated in cash flow hedges:

Consolidated
Cash at bank and in hand
2011
2010
$
$
191,980
321,185

36

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued...)

The following s ensitivity a nalysis is based on the interest rate risk exposures in existence at the balance date.

At balance date, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post tax loss and equity would have been affected as follows:

Post tax loss Equity
Higher / (lower) Higher / (lower)
2011 2010 2011 2010
$ $ $ $
+1% (100 basis points) (1,920) (6,423) 1,920 6,423
-1% (100 basis points) 1,920 6,423 (1,920) (6,423)

The movements are due to higher / lower interest revenue from cash balances. A sensitivity of 1% has been sele cted as this is c onsidered reasonable g iven the current level of both short term and long term Australian dollar interest rates.

Foreign currency risk

At balance date the Group did not have any financial assets or liabilities subject to foreign currency exposure.

Credit risk

Credit risk arises from the financial assets of the Group, which comprise cash and cash equivalents and trade and other receivables. The Group's exposure to credit risk arises from potential default of the count er party, with a maximum exposure equal to the carrying amount of these instruments.

The Group does not hold any cred it derivatives to offset its credit exposure. The Group has a cash deposit in HSBC Australia, which have a rating of at least A1 from Standard & Poor’s and t he Board c onsiders this financial instit ution to be sufficient in the management of credit risk with regards to funds on deposit.

Liquidity risk

Liquidity risk i s the ri sk that the Group may encounter difficulty in meeting its financial obligations.

The Group’s objective is to maintain adequate funding to meet its needs, currently represented by cash and short-term deposits sufficient to meet the Group’s current cash requirements.

37

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

3. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued...)

Maturity analysis for financial liabilities

Financial liabilities of the Gro up co mprise trade and ot her pay ables, w hich are contractually matured within 30 days.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience a nd on other various factors it belie ves to be reasonable under t he circumstances, the result of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Management has identified the following critical accounting policies for which significant judgements, estimates and assumptions are made. Ac tual results may differ from these estimates under different assumptions and co nditions and may materially affect financial results or the financial position reported in future periods.

Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements.

Significant accounting judgements

Taxation

The Group’s accounting policy for taxation requires management’s judgment as to the types of arrangements considered to be a tax on income in c ontrast to an operating cost. Judgment is also required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the s tatement of financial position. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependent on the generation of sufficient future taxable profits.

5. SEGMENT REPORTING

The Group does not currently have any material segments to report and is seeking to transition into the mining sector.

38

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

6. REVENUE FROM CONTINUING OPERATIONS

Revenues from continuing
operations
Interest
Other revenue
Total revenues from ordinary
activities
7.
EXPENSES
Administration expenses
Other administration
expenses
8.
AUDITORS’ REMUNERATION
Audit services
(a) Auditors of the Company
Audit and review of
financial reports
Total remuneration of
BDO Audit (WA) Pty Ltd
9.
TAXATION
(a) The major components of income
tax expense are:
Current income tax
Under provision from prior
year
Deferred income tax
Income tax (expense)
reported in the income
statement
Consolidated
2011
2010
$
$
3,814
4,517
996
-
4,810
4,517
161,951
199,980
161,951
199,980
Consolidated
2011
2010
$
$
20,957
24,100
20,957
24,100
Consolidated
2011
2010
$
$
-
-
-
-
-
-
-
-

39

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

9. TAXATION (continued...)

(b) The prima facie tax on operating loss differs from the income tax provided in the accounts as follows:


the accounts as follows:
Loss from ordinary activities
before income tax expense
Prima facie tax benefit on
loss from ordinary activities
at 30%
Tax effect of current year
losses not able to be claimed
in future years
Non deductible expenses
for income tax purposes
(Under) / over provision from
prior periods
Income tax benefit not
recognised
Income tax benefit /
(expense)
(156,814)
(192,504)
(47,044)
(57,751)
-
-
-
-
995
-
46,049
57,751
-
-

(c) Deferred income tax at 30 June relates to the following:

Deferred tax asset
Cost of capital raising
Deferred tax asset not
brought to account
Deferred tax liability
Consolidated
2011
2010
$
$
-
-
-
-
-
-
-
-
-
-

Net deferred tax asset s have not been broug ht to acc ount as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised.

Additionally the Group has tax losses for which no deferred tax asset is recognised on the statement of financial position that arose in Australia of $3,972,402 (2010: $3,926,353) and are available indefinitely for offset against future profits subject to continuing to meet the relevant statutory tests. The Company has not formed a Tax Consolidated Group.

40

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

10. LOSS PER SHARE

Classification of securities as ordinary shares

The Company has only one category of ordinary shares included in basic earnings per share.

Classification of securities as potential ordinary shares

There are currently n o s ecurities to be c lassified as dilutive potential o rdinary shares on issue, as the options on issue are anti-dilutive.

Weighted average number of ordinary shares
used in the calculation of basic and diluted
earnings per share
Basic loss
Consolidated
2011
2010
Number
Number
453,424,164
453,424,164
$
$
(156,814)
(192,504)

This calculation does not include instruments that co uld potentially dilute basic earnings per share in the f uture as these instruments are anti-dilutive, considered as their inclusion would reduce the loss per share. A summary of such instruments is as follows:

Equity securities
Options over ordinary shares
Number of
securities
Number of
potential
ordinary
shares
75,000,000
75,000,000

11. OTHER RECEIVABLES

Current
Other debtors
Consolidated
2011
2010
$
$
425
1,808
425
1,808

Other debtors include amounts outstanding for goods and services tax (GST). These amounts are non-inter est b earing and have repayment terms applicable under the relevant government authority.

41

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

12. PREPAYMENTS

Current
Prepayments
Consolidated
2011
2010
$
$
5,780
5,792

13. TRADE AND OTHER PAYABLES

TRADE AND OTHER PAYABLES
Current
Trade creditors
Consolidated
2011
2010
$
$
79,421
52,880
79,421
52,880

Trade and other creditor amounts represent liabilities f or goods and services provided to the Group prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid w ithin 30 days or recognition. Details noting the Groups exposure to risks are summarised in note 3.

14. CONTRIBUTED EQUITY

(a) Issued capital

(a)
Issued capital
Balance at beginning of year
Losses of prior years offset
against issued capital
Ordinary shares, fully paid
Consolidated
2011
2010
$
$
21,818,671
21,818,671
(21,818,671) (21,818,671)
-
-

Effective 1 July 1 998, the Corporations legislation abolished the concepts of authorised capital and par value shares. Accordingly the Company does not have authorised capital nor par value in respect of its issued capital.

(b) Movements in share capital

Balance at beginning of year
Issued during the year
Balance at year end
2011
2010
2011
2010
Number
Number
$
$
453,424,164
453,424,164
21,818,671
21,818,671
-
-
-
-
453,424,164
453,424,164
21,818,671
21,818,671

42

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

14. CONTRIBUTED EQUITY (continued...)

(c) Share based payments

Exer-
cise
price
Expiry
date
Balance at
beginning
of year
Granted
during the
year
Exercised
during the
year
Expired
during the
year
Balance at
end of year
Number Number Number Number Number
2011 year
Unlisted options
Unlisted options
$0.03
$0.03
30/6/12
30/6/12
10,000,000
65,000,000
-
-
-
-
-
-
10,000,000
65,000,000
2010year 75,000,000 - - - 75,000,000
Unlisted options
Unlisted options
Unlisted options*
$0.03
$0.03
$0.03
30/6/12
30/6/12
30/6/12
10,000,000
65,000,000
165,000,000
-
-
-
-
-
-(
-
-
1
65,000,000)
10,000,000
65,000,000
-
240,000,000 - - (165,000,000) 75,000,000
  • In ac cordance with a service ag reement between the Company an d Starvale P ty L td, these o ptions h ad a n exercise price of $0.03. The expiry date of these options was 30 June 2012. The options were subject to a vesting condition requiring that Starvale introduce and an advanced resources project to the Company. No expense was recorded against these options in the C ompany’s accounts. On 13 July 2009 the agreement with Starvale was terminated as the vesting conditions could no longer be met by the termination date. These options expired on 22 July 2009.

Weighted average remaining contractual life

The weighted average remaining contractual life for the options outstanding as at 30 June 2011 is 1.0 years (2010: 2.0 years).

Fair Value of options granted and vested

During the financial year ended 30 June 2008, 10,000,000 and 65,000,000 share options were granted to Albion Capital Partners and Starvale Holdings Pty Ltd and the fair valu e of t he options granted was determined using the Bla ck-Scholes option pricing model (refer to Note 4(ii)) in the amount of $143,361 and $1,280,332, respectively. The following weighted average inputs to that model were used:

Grant date 23 Jul 07 30 Aug 07
Number of options over shares 10,000,000 65,000,000
Black-Scholes model fair value (rounded) $0.014 $0.020
Share price at grant date $0.029 $0.036
Exercise price $0.030 $0.030
Expected volatility 70.0% 70.0%
Option life 2.97 years 2.90 years
Expected dividends - -
Risk-free rate 6.31% 6.18%

The expected volatility was determined based on historical v olatility o f similar companies, and with reference to the Company’s stage of development.

43

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

14. CONTRIBUTED EQUITY (continued...)

(d) Terms and conditions of contributed equity

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders’ meetings.

In the event of winding up of the Company, ordinary shareholders rank a fter a ll other shareholders and creditors and are fully e ntitled to any proceeds of liquidation.

(e) Capital management

When managing capital, management’s objective is to ensure the entity continues as a going con cern as well a s to maintain optimal returns to shareholders and benefits for other s takeholders. Management also aims to m aintain a capital structure that ensure s the lowest cost of capita l av ailable to the entity. As the equity market is constantly changing, the Company un der the direction of management may issue new shares to provide for future development activity. The capital structure of the company is detailed below:

Total borrowings (note 13)

Less: cash and cash
equivalents (note 17(a))

Net cash
Total equity
Total Capital
Consolidated
2011
2010
$
$
79,42152,879
(191,980)(321,185)
(112,559)
(268,306)
118,764
275,906
6,205
7,600

15. ACCUMULATED LOSSES AND RESERVES

Accumulated losses

Accumulated losses
Balance at beginning of year
Losses of prior years offset
against issued capital
Net loss attributable to
members of the Company
Balance at end of year
Consolidated
2011
2010
$
$
(1,148,712)(22,774,879)
-
21,818,671
(156,814)
(192,504)
(1,305,526)
(1,148,712)

44

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

15. ACCUMULATED LOSSES AND RESERVES (continued...)

Option premium reserve

The option premium reserve is used to rec ognise the value of options issued as share-based payments.

Balance at beginning of year
Issue of options
Exercise of options
Balance at end of year
Consolidated
2011
2010
$
$
1,424,233
1,424,233
-
-
-
-
1,424,233
1,424,233

16. NON CONTROLLING INTERESTS

Contributed equity
Retained profits
Consolidated
2011
2010
$
$
49
49
8
335
57
384

17. NOTES TO THE STATEMENT OF CASH FLOWS

(a) Cash and cash equivalents

For the p urposes of the cash flow statement, cash and c ash equivalents include cash on hand and in banks and deposits at call, net of outstanding bank overdrafts.

Cash and cas h equi valents at the end of the y ear a s s hown in the c ash flow statement are reconciled to the related item in the statement of financial position as follows:

Cash on hand Consolidated
2011
2010
$
$
191,980
321,185

Cash at bank attracts floating interest at current market rates of 0.5% for 30 June 2011 (2010 1.50%).

45

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

17. NOTES TO THE STATEMENT OF CASH FLOWS (continued...)

  • (b) Reconciliation of operating loss after income tax to net cash used in operating activities


operating activities
Operating loss after income tax
Adjustments for:
Minority interest share of profit /
(loss)
Changes in assets and
liabilities
(Increase) / decrease in
receivables
(Increase) / decrease in
prepayments
Increase / (decrease) in creditors
Net cash (used in) operating
activities
Consolidated
2011
2010
$
$
(156,814)
(192,505)
(327)
(2,959)
1,383
37,836
(1,169)
3,404
27,722
25,917
(129,205)
(128,307)

18. KEY MANAGEMENT PERSONNEL DISCLOSURES

(a) Directors and other key management personnel

The Directors and other key management of GS F Corporation Limited during the financial year and to the date of this report were:

  • Ms Nadine Donovan – Non-Executive Director (appointed 31 July 2009)

  • Mr Greg O’Reilly – Non-Executive Director (appointed 13 July 2009)

  • Mr William Witham – Non-Executive Director (appointed 31 July 2009)

  • Mr Jerry Monzu – Company Secretary

There were no other key management personnel during the financial year.

46

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

18. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued...)

(b) Compensation of key management personnel

Short-term employee
benefits
Post-employment benefits
Share-based payments
Consolidated
2011
2010
$
$
87,297
87,783
-
-
-
-
87,297
87,783

(c) Equity instrument disclosures relating to key management personnel

Option holdings

The number o f option s over ordin ary sh ares in the Company held during the financial year by each director and key management personnel of GSF Corporation Limited, including their personally related parties, are set out below.

2011

Name Balance
at start
of year
Granted
during
year as
remun-
eration
Exercised
during
year
Other
changes
during
year
Balance
at end
of year
Options
Vested and
exercisable
at end of
year
Number Number Number Number Number Number
Mr G O’Reilly
Ms N Donovan
Mr W Witham
Mr J Monzu
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

-

-

-

-
- - - - - -

47

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

18. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued...)

  • (c) Equity instrument disclosures relating to key management personnel (continued...)

Option holdings

2010

2010
Name Balance
at start
of year
Granted
during
year as
remun-
eration
Exercised
during
year
Other
changes
during
year
Balance
at end of
year
Options
Vested and
exercisable
at end of
year
Number Number Number Number Number Number
Mr J Mann#
Mr L Boyd#
Mr G Rodie#
Mr H Callaghan#
Mr G O’Reilly
Ms N Donovan
Mr W Witham
Mr J Monzu
Total
1,500,000
-
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,500,000)
-
(1,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000 - - (2,500,000) - -

Balance at date of resignation

48

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

18. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued...)

  • (c) Equity instrument discl osures relatin g to key management per sonnel (continued...)

Share holdings

The n umber of share s in t he Company held during the f inancial year by each director and key manag ement personnel of GSF Corporation Limit ed, including their personally related parties, is set out below. T here w ere no s hares granted during the reporting year as compensation.

2011

2011
Name Balance at
start of year
Received
during year on
exercise of
options
Other
changes
during year
Balance at
end of year
Number Number Number Number
Mr G O’Reilly
Ms N Donovan
Mr W Witham
Mr J Monzu
2,760,000
-
-
-
-
-
-
-
-
-
-
-
2,760,000
-
-
-
Total 2,760,000 - - 2,760,000

2010

2010
Name Balance at
start of year
Received
during year on
exercise of
options
Other
changes
during year
Balance at
end of year
Number Number Number Number
Mr J Mann#
Mr L Boyd#
Mr G Rodie#
Mr G O’Reilly
Ms N Donovan
Mr W Witham
Mr J Monzu
Total
7,000,000
3,333,333
1,816,667
2,760,000
-
-
-
-
-
-
-
-
-
-
(7,000,000)
(3,333,333)
(1,816,667)
-
-
-
-
-
-
-
2,760,000
-
-
-
14,910,000 - (12,150,000) 2,760,000

Balance at date of resignation

49

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011 GSF CORPORATION LIMITED

18. KEY MANAGEMENT PERSONNEL DISCLOSURES (continued...)

(d) Other transactions with key management personnel

During t he y ear the C ompany paid $ 51,297 to Mon zu C orporate Co nsulting an entity in which Mr Monzu has a relevant interest.

As at 30 June 2011 t he Directors of GSF were owed $62,000 for directors fees accrued but not paid (2010 $26,000).The Directors fees will only become payable should a project be successfully introduced into the Company. There were no other amounts owing to Directors, director-related parties and or other related p arties at 30 June 2011.

19. COMMITMENTS AND CONTINGENCIES

(a) Commitments

The Group had no commitments for expenditure as at 30 June 2011.

(b) Contingencies

The Group had no contingent liabilities as at 30 June 2011.

20. DIVIDENDS

No dividend has been declared or paid during the current financial year or the prior financial year.

The Group does not have any franking credits available for current or future years as it is not in a tax paying position.

50

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

21. PARENT ENTITY INFORMATION

The f ollowing information relates to the pa rent entity, GSF Co rporation L imited. The information presented has been prepared using accounting policies that are consistent with those presented in Note 1.

Statement of Financial Position

Current Assets
Cash and cash equivalents
Trade and other receivables
Other current assets
Total Current Assets
Non - Current Assets
Receivables
Other assets
Total Current Assets
Total Assets
Current Liabilities
Trade and other payables
Total Current Liabilities
Total Liabilities
Net Assets
Equity
Contributed equity
Accumulated losses
Reserves
Parent interests
Non controlling interests
Total Equity
Parent
2011
2010
$
$
178,499
307,549
610
1,808
5,780
5,791
184,889
315,148
13,456
11,948
51
51
13,507
11,999
198,396
327,147
79,447
51,724
79,447
51,724
79,447
51,724
118,949
275,423
-
-
(1,305,284)
(1,148,810)
1,424,233
1,424,233
118,949
275,423
-
-
118,949
275,423

51

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2011

GSF CORPORATION LIMITED

21. PARENT ENTITY INFORMATION (continued...)

ARENT ENTITY INFORMATION (continued...)
Statement of Comprehensive Income
Parent
2011 2010
$ $
Revenues from continuing
operations 3,813 4,516
Administration expenses (160,286) (193,941)
Loss before income tax (156,473) (189,425)
Income tax expense - -
Loss after income tax from
continuing operations for the year (156,473) (189,425)
(Loss) / Profit attributable to:
Non Controlling Interest - -
Members of the Parent Company (156,473) (189,425)
(156,473) (189,425)
Other comprehensive loss - -
Total comprehensive loss for
the year net of tax (156,473) (189,425)

The subs idiary is accounted for in the consolidated accounts as set out in Note 2(c).

Subsidiary

Country
of
Incorp-
oration
Ocean Premium
Seafood Pty Ltd
Australia
Percentage
interest
Investment
2011
2010
2011
2010
%
%
$
$
51
51
51
51

22. SUBSEQUENT EVENTS

There were no post balance date events to report.

52

DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of GSF Corporation Limited, I state that:

  1. In the opinion of the Directors:

  2. (a) the financial statements, notes and the additional disclosures included in the Directors’ report designated as audited, of the Company and of the consolidated entity are in accordance with the Corporations Act 2001, including:

    • (i) giving a true and fair view of the Company’s and the consolidated entity’s financial position as at 30 June 2011 an d of their performance for the year ended on that date; and

    • (ii) complying with Accounting Standards and Corporations Regulations 2001; and

  3. (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.

  4. The remuneration disclosures included in pages 10 to 13 of the directors’ report (as part of the audited Remuneration Report), for the year ended 30 J une 2011, comply with section 300A of the Corporations Act 2001.

  5. This declaration has been made after receiving the declarations required to be made to the Directors in accordance with s ection 295A of the Corporations Act 2001 for the financial year ending 30 June 2011.

On behalf of the Board

==> picture [107 x 45] intentionally omitted <==

Greg O’Reilly Director

Perth, 15 September 2011

53

38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia

Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au

==> picture [77 x 30] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GSF CORPORATION LIMITED

Report on the Financial Report

We have audited the accompanying financial report of GSF Corporation Limited, which comprises the statement of financial position as at 30 June 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entity it controlled at the year’s end or from time to time during the financial year.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the 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 controls relevant to the preparation and fair presentation of the 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. In Note 2 (a), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with International Financial Reporting Standards .

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 would be in the same terms if it had been given to the directors at the time that this auditor’s report was made.

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania.

54

==> picture [78 x 30] intentionally omitted <==

Auditor’s Opinion

In our opinion:

  • (a) the financial report of GSF Corporation Limited is in accordance with the Corporations Act 2001, including:

  • (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2011 and of its performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

  • (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 2 (a).

Material Uncertainty Regarding Continuation as a Going Concern

Without qualifying our opinion, we draw attention to the fact that, as disclosed in Note 2(a) in the financial report, the company’s securities have been suspended from quotation from the ASX. Should the company wish to proceed with a new project, it will require a further injection of capital. If the company is unable to complete a capital raising, this may indicate the existence of a material uncertainty which may cast significant doubt on the company’s ability to continue as a going concern and whether its assets will be realised at the values carried in the accounts.

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2011. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion, the Remuneration Report of GSF Corporation Limited for the year ended 30 June 2011, complies with section 300A of the Corporations Act 2001.

BDO Audit (WA) Pty Ltd

==> picture [70 x 57] intentionally omitted <==

Brad McVeigh Director

Perth, Western Australia Dated this 15[th] day of September 2011

55

ASX Additional Information

Additional information as required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below. This information is current as at 20 September 2011.

Distribution of equity securities

Ranges Investors Number of % Issued Capital
shares
1 - 1,000 492 131,348 0.03
1,001 - 5,000 51 116,229 0.03
5,001 - 10,000 45 367,248 0.08
10,001 - 100,000 422 23,056,885 5.09
100,001 - 9,999,999,999 439 429,752,454 94.78
**Total ** 1,449 **453,424,164 ** 100.00

There were 1,270 holders holding less than a marketable parcel of ordinary shares based on the last known price of 0.1cent per share, at the date that the Company’s securities were last traded being 25 June 2010.

Quoted and unquoted equity securities

Equity Security Quoted Unquoted
Ordinary Shares 453,424,164 -
Option Expiry 30/06/2012 at $0.03 - 75,000,000

Restricted equity securities

There are no restricted securities.

Voting rights

Ordinary shares carry one vote per share. There are no voting rights attached to the options in the Company.

Stock Exchange

The Company is listed on the Australian Securities Exchange and has been allocated the code “GSF”. The “Home Exchange” is Perth.

On-market buy-back

There is no current on-market buy-back.

56

ASX Additional Information Cont……

Twenty largest shareholders of quoted shares

Name Shares Held Percentage
1 Mr Peter Macskasy Barnes
20,462,260 4.51%
2 Mr Vincenzo Brizzi & Mrs Rita Lucia Brizzi
13,920,300 3.07%
3 Mr Wayne Gregory Loxton & Mrs Donna Joy
Loxton
13,750,000 3.03%
4 Aymon Pacific Pty Ltd
12,400,000 2.73%
5 Mr Clarke Barnett Dudley 11,000,000 2.43%
6 Austfish PtyLtd 10,998,605 2.43%
7 Equipment Companyof Australia PtyLimited 10,000,000 2.21%
8 Jacobs Corporation PtyLtd 10,000,000 2.21%
9 Wiseplans Investments Pty Ltd
< Leon Davies Investment A/C>
8,543,333 1.88%
10 Westrade Resources Pty Ltd
8,200,000 1.81%
11 Caughlan Superannuation Fund Pty Limited
7,948,000 1.75%
12 Willingvale PtyLtd 7,000,000 1.54%
13 Cunningham Peterson Sharbanee Securities
PtyLtd
5,000,000 1.10%
14 Mr Matthew Hetherington 5,000,000 1.10%
15 Jakory Pty Ltd
5,000,000 1.10%
16 Mr Nick Otty 5,000,000 1.10%
17 SHL PtyLtd 5,000,000 1.10%
18 Sumita PtyLtd 5,000,000 1.10%
19 Perma-Seal Australia Pty Ltd
4,700,000 1.04%
20* Aymon Pacific PtyLtd 4,500,000 0.99%
20* Clement Ray + Ravinder Ray
4,500,000 0.99%
TOTAL 177,922,498 39.22%

*These two holders occupy equal twentieth place

Substantial Shareholders

There are no substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001.

Other information

GSF Corporation Limited is incorporated and domiciled in Australia, and is publicly listed company limited by shares.

57