1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
DIRECTORS' REPORT
Your directors present their report on the company for the financial period ended 31 December 2004. The names of the directors in office at any time during or since the end of the year are:
Rohan C Hills
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
The principal activities of the company during the financial year were marketing and telecommunication services. No significant change in the nature of these activities occurred during the year.
The profit of the company after providing for income tax amounted to $1,556,100.
No significant changes in the company's state of affairs occurred during the financial year.
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.
Likely developments in the operations of the company and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the company.
No dividends were paid during the year and no recommendation is made as to dividends.
No options over issued shares or interests in the company were granted during or since the end of the financial year and there were no options outstanding at the date of this report.
No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the company.
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the Board of Directors:
By: /s/ Rohan C Hills
----------------------------------------
Rohan C Hills
Director
Dated: 4th August, 2005
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
SCOPE
We have audited the attached financial report, being a special purpose financial report, of 1 CELLNET CONNECT 2 US PTY LIMITED for the period ended 31 December 2004 The company's directors are responsible for the financial report. The accounts have been prepared by us from information supplied by company staff. It has been determined that the accounting policies used and described in Note 1 to the financial statements which form part of the financial report are appropriate to meet the requirements of the Corporations Act 2001 and the needs of the members. We have conducted an independent audit of the financial report in order to express an opinion on it to the members of the company and to the directors of Cell Wireless Corporation. No opinion is expressed as to whether the accounting policies used, and described in Note 1, are appropriate to the needs of the members.
The financial report has been prepared for distribution to members and to the directors of Cell Wireless Corporation for the purpose of fulfilling the directors' financial reporting requirements under the Corporations Act 2001. We disclaim any assumption of responsibility for any reliance on this audit report or on the financial report to which it or for any other purpose other than for which it was prepared.
Our audit has been conducted in accordance with Australian Auditing Standards. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report and the evaluation of significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with the accounting policies described in Note 1 to the financial statements. These policies do not require the application of all Accounting Standards and other mandatory professional reporting requirements in Australia.
The audit opinion expressed in this report has been formed on the above basis.
AUDIT OPINION
In our opinion, the financial report of 1 CELLNET CONNECT 2 US PTY LIMITED is in accordance with:
(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the company's financial position as at 31 December 2004 and of its performance for the period ended on that date in accordance with the accounting policies described in Note 1; and
(ii) complying with Accounting Standards in Australia to the extent described in Note 1 and the Corporations Regulations 2001; and
(b) other mandatory professional reporting requirements to the extent described in Note 1.
PEARS & CO, Chartered Accountants
By: /s/ Alan Pears
------------------------------------
Alan Pears
Chartered Accountant
PARRAMATTA: 5th August, 2005
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
DIRECTORS' DECLARATION
It has been determined that the company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements.
The directors of the company declare that:
1. The financial statements and notes attached presents fairly the company's financial position as at 31 December 2004 and its performance for the period ended on that date in accordance with the accounting policies described in Note 1 to the financial statements;
2. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
By: /s/ Rohan C Hills
----------------------------------------
Rohan C Hills
Director
Dated: 4th August, 2005
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
STATEMENT OF FINANCIAL PERFORMANCE
FOR THE PERIOD ENDED 31st December 2004
NOTE | DEC 04 $ | 2004 $ | |
Operating Profit Before Income Tax | 2,462,909 | (57,507) | |
Income Tax Expense | 906,809 | 21,172 | |
|
| ||
Operating Profit After Income Tax | 1,556,100 | (78,679) | |
Operating Profit and Extraordinary Items After Tax | 1,556,100 | (78,679) | |
Accumulated Losses at beginning of year | 78,679 | - | |
|
| ||
Total available for Appropriation | 1,477,421 | (78,679) | |
|
| ||
Retained Profits at end of year | 1,477,421 | (78,679) | |
|
| ||
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 319 785
NOTES TO THE FINANCIAL STATEMENTS
NOTE | DEC 04 $ | 2004 $ | |
CURRENT ASSETS | |||
Cash | 2 | 157,985 | 819,284 |
Receivables | 3 | 238,185 | - |
|
| ||
TOTAL CURRENT ASSETS | 396,170 | 819,284 | |
|
| ||
NON-CURRENT ASSETS | |||
Property, Plant and Equipment | 4 | 397,679 | 129,063 |
Intangible Assets | 5 | 4,000,000 | - |
|
| ||
TOTAL NON-CURRENT ASSETS | 4,397,679 | 129,063 | |
|
| ||
TOTAL ASSETS | 4,793,849 | 948,347 | |
|
| ||
CURRENT LIABILITIES | |||
Creditors & Borrowings | 6 | 2,388,437 | 1,005,844 |
Provisions | 7 | 927,981 | 21,172 |
|
| ||
TOTAL CURRENT LIABILITIES | 3,316,418 | 1,027,016 | |
|
| ||
TOTAL LIABILITIES | 3,316,418 | 1,027,016 | |
|
| ||
NET ASSETS | 1,477,431 | (78,669) | |
|
| ||
SHAREHOLDERS' EQUITY | |||
Share Capital | 8 | 10 | 10 |
Retained Profits | 1,477,421 | (78,679) | |
|
| ||
TOTAL SHAREHOLDERS' EQUITY | 1,477,431 | (78,669) | |
|
| ||
NOTE 1 - STATEMENT OF ACCOUNTING POLICIES
This financial report is a special purpose financial report prepared for use by directors and members of the company and the directors of Cell Wireless Corporation. It has been determined that the company is not a reporting entity and therefore there is no requirement to apply Accounting Standards and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) in the preparation and presentation of this report.
The financial report has been prepared in accordance with AASB1025 (Application of the Reporting Entity Concept and Other Amendments) and other mandatory professional reporting requirements.
No other Accounting Standards, Urgent Issues Group Consensus Views or other authoritative pronouncements of the Australian Accounting Standards Board have been applied.
The financial report is prepared on an accruals basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets.
The following specific accounting policies, which are consistent with the previous period unless otherwise stated, have been adopted in the preparation of this financial report.
Income Tax
The company provides for income tax based on its taxable income and where applicable there is reconciliation, shown by way of note, between the accounting income and taxable income.
Property, Plant & Equipment
Property, plant and equipment are carried at cost, independent or directors' valuation. All assets, excluding freehold land and buildings, are depreciated over their useful lives to the company or at depreciation rates set by the Commission of Taxation.
DEC 04 $ | 2004 $ | ||
NOTE 2 – Cash | |||
Cash in Hand | 10 | 10 | |
Citibank ($US Account) | 104,735 | 102,736 | |
Bank – ANZ | 40,403 | - | |
Interest Bearing Deposits | 12,837 | 716,538 | |
|
| ||
157,985 | 819,284 | ||
|
| ||
NOTE 3 - RECEIVABLES | |||
Current | |||
Advances- Shareholders | 687,869 | 128,080 | |
Less Provision for Non Recovery | (687,869) | (128,080) | |
Prepayments | 29,333 | - | |
E-Gold Account | 55,433 | - | |
Trade Debtors | 526,969 | - | |
Less Provision for Doubtful Debts | (373,550) | - | |
|
| ||
238,185 | - | ||
|
| ||
NOTE 4 - - PROPERTY PLANT AND EQUIPMENT | |||
Plant & Equipment - at Cost | 466,169 | 132,708 | |
Less Provision for Depreciation | 68,490 | 3,646 | |
|
| ||
397,679 | 129,062 | ||
|
| ||
397,679 | 129,062 | ||
|
| ||
NOTE 5 – INTANGIBLE ASSETS | |||
Intellectual Property- at Cost | 4,000,000 | - | |
|
| ||
NOTE 6 - CREDITORS AND BORROWINGS | |||
Current | |||
Trade Creditors | 76,628 | 468,344 | |
Accrued Member Commissions | 1,180,303 | 170,600 | |
Members Prepaid Calls | 508,786 | 366,900 | |
Loan-Global TLC Connections Pty.Ltd | 622,720 | - | |
|
| ||
2,388,437 | 1,005,844 | ||
|
| ||
NOTE 7 – PROVISIONS | |||
Current | |||
Provision for Income Tax | 927,981 | 21,172 | |
|
| ||
NOTE 8 - Share Capital | |||
Issued and paid up Capital: | |||
10 Ordinary Shares of $1 each | 10 | 10 | |
|
| ||
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
TRADING ACCOUNT FOR THE PERIOD ENDED 31st December 2004
NOTE | DEC 04 $ | 2004 $ | |
TRADING ACCOUNT | |||
Member Sign Up Fees | 6,184,313 | 3,233,643 | |
Less Prepaid Member Calls | (508,786) | (366,900) | |
|
| ||
5,675,527 | 2,866,743 | ||
LESS COST OF SALES | |||
Commission – Members | 62,448 | 660,135 | |
Refunds | 8,251 | - | |
Telecom Bond Written Off | - | 422,040 | |
Telecom charges | 1,033,310 | 1,531,824 | |
|
| ||
1,104,009 | 2,613,999 | ||
|
| ||
TOTAL TRADING PROFIT | 4,571,518 | 252,744 | |
|
|
NOTE | DEC 04 $ | 2004 $ | |
INCOME | |||
Gross Profit Trading | 4,571,518 | 252,744 | |
EXPENSES | |||
Accountancy | 34,809 | - | |
Advertising & Promotion | 5,617 | - | |
Acquisition Costs | 231,066 | - | |
Bad Debts | 498,944 | - | |
Bank Charges | 23,898 | 15,512 | |
Cleaning | 1,325 | - | |
Consultants Fees | 93,814 | 8,598 | |
Computer & Internet Costs | - | 13,184 | |
Depreciation | 64,844 | 3,646 | |
Doubtful Debts Provision | 559,789 | 128,081 | |
Electricity & Gas | 2,102 | - | |
Freight & Cartage | 71 | 404 | |
Legal Costs | 99,447 | 12,342 | |
Management Fees | 393,483 | - | |
Motor Vehicle Expenses | 10,432 | - | |
Postage | 2,338 | - | |
Printing & Stationery | 6,196 | 1,194 | |
Rent | 44,000 | - | |
Repairs & Maintenance | 586 | 784 | |
Research & Development | - | 125,394 | |
Security | 726 | - | |
Staff Amenities | 6,325 | 331 | |
Staff Recruitment | 264 | - | |
Telephone | 10,521 | 781 | |
Travelling | 18,012 | - | |
|
| ||
TOTAL EXPENSES | 2,108,609 | 310,251 | |
|
| ||
OPERATING PROFIT | 2,462,909 | (57,507) | |
OPERATING PROFIT BEFORE INCOME TAX | 2,462,909 | (57,507) | |
|
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
DIRECTORS' REPORT
Your directors present their report on the company for the financial period ended 31 December 2004
The names of the directors in office at any time during or since the end of the year are:
Melena Francis Connelly
Directors have been in office since incorporation to the date of this report.
The principal activities of the company during the financial year were marketing and telecommunication services. No significant change in the nature of these activities occurred during the year.
The profit of the company after providing for income tax amounted to $72,637.
No significant changes in the company's state of affairs occurred during the financial year.
The company sold the intellectual property for $4,000,000 on the 1st of July, 2004 and effectively ceased trading.
Likely developments in the operations of the company and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the company.
No dividends were paid during the year and no recommendation is made as to dividends.
No options over issued shares or interests in the company were granted during or since the end of the financial year and there were no options outstanding at the date of this report.
No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the company.
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the Board of Directors:
By: /s/ Melina Francis Connelly
-------------------------------------
Melina Francis Connelly
Director
Dated: 4th August, 2005
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
SCOPE
We have audited the attached financial report, being a special purpose financial report, of GLOBAL TLC CONNECTIONS PTY LIMITED for the period ended 31 December 2004
The company's directors are responsible for the financial report. All accounting information was provided to us by company staff. The accounts were prepared by us from that information. It has been determined that the accounting policies used and described in Note 1 to the financial statements which form part of the financial report are appropriate to meet the requirements of the Corporations Act 2001 and the needs of the members. We have conducted an independent audit of the financial report in order to express an opinion on it to the members of the company and to the directors of Cell Wireless Corporation. No opinion is expressed as to whether the accounting policies used, and described in Note 1, are appropriate to the needs of the members.
The financial report has been prepared for distribution to members and to Cell Wireless Corporation for the purpose of fulfilling the directors' financial reporting requirements under the Corporations Act 2001. We disclaim any assumption of responsibility for any reliance on this audit report or on the financial report to which it relates to any person other than the members, or Cell Wireless Corporation or for any other purpose other than for which it was prepared.
Our audit has been conducted in accordance with Australian Auditing Standards. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report and the evaluation of significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with the accounting policies described in Note 1 to the financial statements. These policies do not require the application of all Accounting Standards and other mandatory professional reporting requirements in Australia.
The audit opinion expressed in this report has been formed on the above basis.
AUDIT OPINION
In our opinion, the financial report of GLOBAL TLC CONNECTIONS PTY LIMITED is in accordance with:
(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the company's financial position as at 31 December 2004 and of its performance for the period ended on that date in accordance with the accounting policies described in Note 1; and
complying with Accounting Standards in Australia to the extent described in Note 1 and the Corporations Regulations 2001; and
(b) other mandatory professional reporting requirements to the extent described in Note 1.
PEARS & CO,
Chartered Accountants
By: /s/ Alan Pears
---------------------------------
Alan Pears
Chartered Accountant
PARRAMATTA: 5th August, 2005
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
DIRECTORS' DECLARATION
It has been determined that the company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements.
The directors of the company declare that:
1. The financial statements and notes attached presents fairly the company's financial position as at 31 December 2004 and its performance for the period ended on that date in accordance with the accounting policies described in Note 1 to the financial statements;
2. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
By: /s/ Melina Francis Connelly
-------------------------------------
Melina Francis Connelly
Director
Dated: 4th August, 2005
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
STATEMEBT OF FINANCIAL PERFORMANCE
FOR THE PERIOD ENDED 31st December 2004
NOTE | DEC 2004 $ | 2004 $ | |
Operating Profit Before Income Tax | 103,768 | 512,809 | |
Income Tax Expense | 31,131 | 261,872 | |
|
| ||
Operating Profit After Income Tax | 72,637 | 250,937 | |
Operating Profit and Extraordinary Items After Tax | 72,637 | 250,937 | |
Retained Profits at beginning of year | 250,937 | - | |
|
| ||
Total available for Appropriation | 323,574 | 250,937 | |
|
| ||
Retained Profits at end of year | 323,574 | 250,937 | |
|
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
STATEMENT OF FINANCIAL POSITION
AT 31st December 2004
NOTE | DEC 2004 $ | 2004 $ | |
CURRENT ASSETS | |||
Cash | 2 | 10 | 40,939 |
Receivables | 3 | 622,720 | - |
Other | 6 | - | 73,333 |
|
| ||
TOTAL CURRENT ASSETS | 622,730 | 114,272 | |
|
| ||
NON-CURRENT ASSETS | |||
Property, Plant and Equipment | 4 | - | 159,468 |
Intangible Assets | 5 | - | 4,000,000 |
|
| ||
TOTAL NON-CURRENT ASSETS | - | 4,159,468 | |
|
| ||
TOTAL ASSETS | 622,730 | 4,273,740 | |
|
| ||
CURRENT LIABILITIES | |||
Creditors & Borrowings | 7 | 15,024 | 3,769,802 |
Provisions | 8 | 284,122 | 252,991 |
|
| ||
TOTAL CURRENT LIABILITIES | 299,146 | 4,022,793 | |
|
| ||
TOTAL LIABILITIES | 299,146 | 4,022,793 | |
|
| ||
NET ASSETS | 323,584 | 250,947 | |
|
| ||
SHAREHOLDERS' EQUITY | |||
Share Capital | 9 | 10 | 10 |
Retained Profits | 323,574 | 250,937 | |
|
| ||
TOTAL SHAREHOLDERS' EQUITY | 323,584 | 250,947 | |
|
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - STATEMENT OF ACCOUNTING POLICIES
This financial report is a special purpose financial report prepared for use by directors and members of the company and the directors of Cell Wireless Corporation. It has been determined that the company is not a reporting entity and therefore there is no requirement to apply Accounting Standards and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) in the preparation and presentation of this report.
The financial report has been prepared in accordance with AASB1025 (Application of the Reporting Entity Concept and Other Amendments) and other mandatory professional reporting requirements.
other authoritative pronouncements of the Australian Accounting Standards Board have been applied.
The financial report is prepared on an accruals basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets.
The following specific accounting policies, which are consistent with the previous period unless otherwise stated, have been adopted in the preparation of this financial report.
Income Tax
The company provides for income tax based on its taxable income and where applicable there is reconciliation, shown by way of note, between the accounting income and taxable income.
Property, Plant & Equipment
Property, plant and equipment are carried at cost, independent or directors' valuation. All assets, excluding freehold land and buildings, are depreciated over their useful lives to the company or at depreciation rates set by the Commission of Taxation.
DEC 2004 $ | 2004 $ | ||
NOTE 2 - Cash | |||
Cash in Hand | 10 | 10 | |
Bank - Westpac | - | 28,184 | |
Bank - ANZ | - | 5,716 | |
Bank - Cash Management | - | 2,060 | |
Bank - Westpac No.2 | - | 618 | |
Bank-ANZ No.2 | - | 3,351 | |
Bank-ANZ No.3 | - | 1,000 | |
|
| ||
10 | 40,939 | ||
|
| ||
NOTE 3 - RECEIVABLES | |||
Current | |||
Loan- 1 Cellnet Connect2 Us Pty. Ltd | 622,720 | - | |
|
| ||
NOTE 4 - - PROPERTY PLANT AND EQUIPMENT | |||
Office Equipment - at Cost | - | 36,138 | |
Less Provision for Depreciation | - | 1,914 | |
|
| ||
- | 34,224 | ||
|
| ||
Computer Software & Equipment | - | 140,431 | |
Less Provision for Depreciation | - | 15,188 | |
|
| ||
- | 125,243 | ||
|
| ||
- | 159,467 | ||
|
| ||
NOTE 5 - INTANGIBLE ASSETS | |||
Intellectual Property -at cost | - | 4,000,000 | |
|
| ||
NOTE 6 - OTHER ASSETS | |||
Current | |||
Prepayments | - | 73,333 | |
|
| ||
NOTE 7 - CREDITORS AND BORROWINGS | |||
Current | |||
Trade Creditors | - | 22,176 | |
Accrued Member Commissions | - | 1,533,400 | |
Members Prepaid Calls | - | 2,079,100 | |
Shareholders Loan - at call | 15,025 | 135,126 | |
|
| ||
15,025 | 3,769,802 | ||
|
| ||
NOTE 8 - PROVISIONS | |||
Current | |||
Provision for Income Tax | 284,121 | 252,991 | |
|
| ||
NOTE 9 - Share Capital | |||
Issued and paid up Capital: | |||
10 Ordinary shares fully paid | 10 | 10 | |
|
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
TRADING ACCOUNT FOR THE PERIOD ENDED 31st December 2004
NOTE | DEC 2004 $ | 2004 $ | |
TRADING ACCOUNT | |||
Member Sign Up Fees | 325,410 | 17,872,308 | |
Less Prepaid Member Calls | - | (2,079,100) | |
|
| ||
325,410 | 15,793,208 | ||
LESS COST OF SALES | |||
Commission - Members | 101,498 | 7,792,379 | |
Chargebacks | - | 57,997 | |
Promotion Expenses | - | 63,675 | |
Refunds - Members | - | 1,690 | |
Telecom Charges | 3,869 | 5,863,852 | |
|
| ||
105,367 | 13,779,593 | ||
|
| ||
TOTAL TRADING PROFIT | 220,043 | 2,013,615 | |
|
|
NOTE | DEC 2004 $ | 2004 $ | |
INCOME | |||
Gross Profit Trading | 220,043 | 2,013,615 | |
Interest Received | 34 | 24,429 | |
|
| ||
TOTAL INCOME | 220,077 | 2,038,044 | |
EXPENSES | |||
Accountancy | 20,488 | 67,000 | |
Advertising & Promotion | - | 10,501 | |
Bank Charges | 80 | 13,055 | |
Consultants Fees | 6,485 | 236,564 | |
Computer Expenses | 7,725 | 5,489 | |
Depreciation | - | 17,102 | |
Electricity & Gas | - | 2,119 | |
Freight & Cartage | 3,502 | 1,369 | |
Insurance | 1,600 | - | |
Legal Costs | 2,490 | 95,780 | |
Management Fees | 63,945 | 585,384 | |
Motor Vehicle Expenses | 3,420 | 12,698 | |
Motor Vehicle (Cost Expensed) | - | 334,030 | |
Printing & Stationery | 1,041 | 3,839 | |
Rates | - | 2,340 | |
Rent | - | 22,124 | |
Repairs & Maintenance | - | 2,781 | |
Security | - | 2,845 | |
Staff Amenities | 459 | 5,911 | |
Staff Recruitment | 151 | 458 | |
Sundry Expenses | - | 31,010 | |
Telephone | 4,923 | 20,262 | |
Travelling | - | 52,574 | |
|
| ||
TOTAL EXPENSES | 116,309 | 1,525,235 | |
|
| ||
OPERATING PROFIT | 103,768 | 512,809 | |
OPERATING PROFIT BEFORE INCOME TAX | 103,768 | 512,809 | |
|
| ||
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
DIRECTORS' REPORT
Your directors present their report on the company for the financial year ended 30 June 2004. The names of the directors in office at any time during or since the end of the year are:
Rohan C Hills
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
The principal activities of the company during the financial year were marketing and telecommunication services. No significant change in the nature of these activities occurred during the year.
The profit of the company after providing for income tax amounted to $78,679.
No significant changes in the company's state of affairs occurred during the financial year.
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.
Likely developments in the operations of the company and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the company.
No dividends were paid during the year and no recommendation is made as to dividends.
No options over issued shares or interests in the company were granted during or since the end of the financial year and there were no options outstanding at the date of this report.
No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the company.
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the Board of Directors:
By: /s/ Rohan C Hills
----------------------------------------
Rohan C Hills
Director
Dated: 4th August, 2005
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
SCOPE
We have audited the attached financial report, being a special purpose financial report, of 1 CELLNET CONNECT 2 US PTY LIMITED for the year ended 30 June 2004. The company's directors are responsible for the financial report. The accounts have been prepared by us from information supplied by company staff. It has been determined that the accounting policies used and described in Note 1 to the financial statements which form part of the financial report are appropriate to meet the requirements of the Corporations Act 2001 and the needs of the members. We have conducted an independent audit of the financial report in order to express an opinion on it to the members of the company and to the directors of Cell Wireless Corporation. No opinion is expressed as to whether the accounting policies used, and described in Note 1, are appropriate to the needs of the members.
The financial report has been prepared for distribution to members and to the directors of Cell Wireless Corporation for the purpose of fulfilling the directors' financial reporting requirements under the Corporations Act 2001. We disclaim any assumption of responsibility for any reliance on this audit report or on the financial report to which it or for any other purpose other than for which it was prepared.
Our audit has been conducted in accordance with Australian Auditing Standards. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report and the evaluation of significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with the accounting policies described in Note 1 to the financial statements. These policies do not require the application of all Accounting Standards and other mandatory professional reporting requirements in Australia.
The audit opinion expressed in this report has been formed on the above basis.
AUDIT OPINION
In our opinion, the financial report of 1 CELLNET CONNECT 2 US PTY LIMITED is in accordance with:
(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the company's financial position as at 30 June 2004 and of its performance for the year ended on that date in accordance with the accounting policies described in Note 1; and
(ii) complying with Accounting Standards in Australia to the extent described in Note 1 and the Corporations Regulations 2001; and
(b) other mandatory professional reporting requirements to the extent described in Note 1.
PEARS & CO,
Chartered Accountants
By: /s/ Alan Pears
---------------------------------------
Alan Pears
Chartered Accountant
PARRAMATTA: 5th August, 2005
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
DIRECTORS' DECLARATION
It has been determined that the company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements.
The directors of the company declare that:
1. The financial statements and notes attached presents fairly the company's financial position as at 30 June 2004 and its performance for the year ended on that date in accordance with the accounting policies described in Note 1 to the financial statements;
2. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
By: /s/ Rohan C Hills
-----------------------------------
Rohan C Hills
Director
Dated: 4th August, 2005
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
STATEMENT OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 June 2004
NOTE | 2004 $ | |
Operating Loss Before Income Tax | 57,507 | |
Income Tax Expense | 21,172 | |
| ||
Operating Loss After Income Tax | 78,679 | |
Accumulated Losses at end of year | 78,679 | |
78,679 | ||
| ||
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
STATEMENT OF FINANCIAL POSITION
AS AT 30 June 2004
NOTE | 2004 $ | |
CURRENT ASSETS | ||
Cash | 2 | 819,284 |
| ||
NON-CURRENT ASSETS | ||
Property, Plant and Equipment | 4 | 129,063 |
| ||
TOTAL ASSETS | 948,347 | |
| ||
CURRENT LIABILITIES | ||
Creditors & Borrowings | 5 | 1,005,844 |
Provisions | 6 | 21,172 |
| ||
TOTAL CURRENT LIABILITIES | 1,027,016 | |
| ||
TOTAL LIABILITIES | 1,027,016 | |
| ||
NET DEFICIT | 78,669 | |
| ||
SHAREHOLDERS' EQUITY | ||
Share Capital | 7 | 10 |
Accumulated Losses | 78,679 | |
| ||
TOTAL SHAREHOLDERS' DEFICIENCY | 78,669 | |
| ||
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - STATEMENT OF ACCOUNTING POLICIES
This financial report is a special purpose financial report prepared for use by directors and members of the company and the directors of Cell Wireless Corporation. It has been determined that the company is not a reporting entity and therefore there is no requirement to apply Accounting Standards and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) in the preparation and presentation of this report.
The financial report has been prepared in accordance with AASB1025 (Application of the Reporting Entity Concept and Other Amendments) and other mandatory professional reporting requirements.
No other Accounting Standards, Urgent Issues Group Consensus Views or other authoritative pronouncements of the Australian Accounting Standards Board have been applied.
The financial report is prepared on an accruals basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets.
The following specific accounting policies, which are consistent with the previous period unless otherwise stated, have been adopted in the preparation of this financial report.
Income Tax
The company provides for income tax based on its taxable income and where applicable there is reconciliation, shown by way of note, between the accounting income and taxable income.
Property, Plant & Equipment
Property, plant and equipment are carried at cost, independent or directors' valuation. All assets, excluding freehold land and buildings, are depreciated over their useful lives to the company or at depreciation rates set by the Commission of Taxation.
2004 $ | ||
NOTE 2 – Cash | ||
Cash in Hand | 10 | |
Citibank ($US Account) | 102,736 | |
Interest Bearing Deposits | 716,538 | |
| ||
819,284 |
NOTE 3 – RECEIVABLES | ||
Current | ||
Advances- Shareholders | 128,080 | |
Less Provision for Non Recovery | (128,080) | |
| ||
- | ||
| ||
NOTE 4 - - PROPERTY PLANT AND EQUIPMENT | ||
Plant & Equipment - at Cost | 132,708 | |
Less Provision for Depreciation | 3,646 | |
| ||
129,062 | ||
| ||
129,062 | ||
|
NOTE 5 - CREDITORS AND BORROWINGS | ||
Current | ||
Trade Creditors | 468,344 | |
Accrued Member Commissions | 170,600 | |
Members Prepaid Calls | 366,900 | |
| ||
1,005,844 | ||
|
NOTE 6 – PROVISIONS | ||
Current | ||
Provision for Income Tax | 21,172 | |
|
NOTE 7 - Share Capital | ||
Issued and paid up Capital: | ||
10 Ordinary Shares of $1 each | 10 | |
|
1 CELLNET CONNECT 2 US PTY LIMITED
ABN 31 109 819 785
TRADING ACCOUNT FOR THE YEAR ENDED 30 June 2004
NOTE | 2004 $ | |
TRADING ACCOUNT | ||
Member Sign Up Fees | 3,233,643 | |
Less Prepaid Member Calls | (366,900) | |
| ||
2,866,743 | ||
LESS COST OF SALES | ||
Commission – Members | 660,135 | |
Telecom Bond Written Off | 422,040 | |
Telecom charges | 1,531,824 | |
| ||
2,613,999 | ||
| ||
TOTAL TRADING PROFIT | 252,744 | |
|
NOTE | 2004 $ | |
INCOME | ||
Gross Profit Trading | 252,744 | |
EXPENSES | ||
Bank Charges | 15,512 | |
Consultants Fees | 8,598 | |
Computer & Internet Costs | 13,184 | |
Depreciation | 3,646 | |
Doubtful Debts Provision | 128,081 | |
Freight & Cartage | 404 | |
Legal Costs | 12,342 | |
Printing & Stationery | 1,194 | |
Repairs & Maintenance | 784 | |
Research & Development | 125,394 | |
Staff Amenities | 331 | |
Telephone | 781 | |
| ||
TOTAL EXPENSES | 310,251 | |
| ||
TOTAL OPERATING LOSS | 57,507 | |
57,507 | ||
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
DIRECTORS' REPORT
Your directors present their report on the company for the financial year ended 30 June 2004.
The names of the directors in office at any time during or since the end of the year are:
Melena Francis Connelly
Directors have been in office since incorporation to the date of this report.
The principal activities of the company during the financial year were marketing and telecommunication services. No significant change in the nature of these activities occurred during the year.
The profit of the company after providing for income tax amounted to $250,937.
No significant changes in the company's state of affairs occurred during the financial year.
The company sold the intellectual property for $4,000,000 on the 1st of July, 2004 and effectively ceased trading.
Likely developments in the operations of the company and the expected results of those operations in future financial years have not been included in this report as the inclusion of such information is likely to result in unreasonable prejudice to the company.
No dividends were paid during the year and no recommendation is made as to dividends.
No options over issued shares or interests in the company were granted during or since the end of the financial year and there were no options outstanding at the date of this report.
No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any person who is or has been an officer or auditor of the company.
No person has applied for leave of Court to bring proceedings on behalf of the company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings. The company was not a party to any such proceedings during the year.
Signed in accordance with a resolution of the Board of Directors:
By: /s/ Melena Francis Connelly
----------------------------------------
Melena Francis Connelly
Director
Dated: 4th August, 2005
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
SCOPE
We have audited the attached financial report, being a special purpose financial report, of GLOBAL TLC CONNECTIONS PTY LIMITED for the year ended 30 June 2004.
The company's directors are responsible for the financial report. All accounting information was provided to us by company staff. The accounts were prepared by us from that information. It has been determined that the accounting policies used and described in Note 1 to the financial statements which form part of the financial report are appropriate to meet the requirements of the Corporations Act 2001 and the needs of the members. We have conducted an independent audit of the financial report in order to express an opinion on it to the members of the company and to the directors of Cell Wireless Corporation. No opinion is expressed as to whether the accounting policies used, and described in Note 1, are appropriate to the needs of the members.
The financial report has been prepared for distribution to members and to Cell Wireless Corporation for the purpose of fulfilling the directors' financial reporting requirements under the Corporations Act 2001. We disclaim any assumption of responsibility for any reliance on this audit report or on the financial report to which it relates to any person other than the members, or Cell Wireless Corporation or for any other purpose other than for which it was prepared.
Our audit has been conducted in accordance with Australian Auditing Standards. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report and the evaluation of significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with the accounting policies described in Note 1 to the financial statements. These policies do not require the application of all Accounting Standards and other mandatory professional reporting requirements in Australia.
The audit opinion expressed in this report has been formed on the above basis.
AUDIT OPINION
In our opinion, the financial report of GLOBAL TLC CONNECTIONS PTY LIMITED is in accordance with:
(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the company's financial position as at 30 June 2004 and of its performance for the year ended on that date in accordance with the accounting policies described in Note 1; and
complying with Accounting Standards in Australia to the extent described in Note 1 and the Corporations Regulations 2001; and
(b) other mandatory professional reporting requirements to the extent described in Note 1.
PEARS & CO, Chartered Accountants
By: /s/ Alan Pears
--------------------------------
Alan Pears
Chartered Accountant
PARRAMATTA: 5th August, 2005
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
DIRECTORS' DECLARATION
It has been determined that the company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies outlined in Note 1 to the financial statements.
The directors of the company declare that:
1. The financial statements and notes attached presents fairly the company's financial position as at 30 June 2004 and its performance for the year ended on that date in accordance with the accounting policies described in Note 1 to the financial statements;
2. In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Board of Directors.
By: /s/ Melena Francis Connelly
----------------------------------------
Melena Francis Connelly
Director
Dated: 4th August, 2005
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
STATEMENT OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 June 2004
NOTE | 2004 $ | |
Operating Profit Before Income Tax | 512,809 | |
Income Tax Expense | 261,872 | |
| ||
Operating Profit After Income Tax | 250,937 | |
Retained Profits at end of year | 250,937 | |
250,937 | ||
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
STATEMENT OF FINANCIAL POSITION
AT 30 June 2004
NOTE | 2004 $ | |
CURRENT ASSETS | ||
Cash | 2 | 40,939 |
Other | 5 | 73,333 |
| ||
TOTAL CURRENT ASSETS | 114,272 | |
| ||
NON-CURRENT ASSETS | ||
Property, Plant and Equipment | 3 | 159,468 |
Intangible Assets | 4 | 4,000,000 |
| ||
TOTAL NON-CURRENT ASSETS | 4,159,468 | |
| ||
TOTAL ASSETS | 4,273,740 | |
| ||
CURRENT LIABILITIES | ||
Creditors & Borrowings | 6 | 3,769,802 |
Provisions | 7 | 252,991 |
| ||
TOTAL CURRENT LIABILITIES | 4,022,793 | |
| ||
TOTAL LIABILITIES | 4,022,793 | |
| ||
NET ASSETS | 250,947 | |
| ||
SHAREHOLDERS' EQUITY | ||
Share Capital | 8 | 10 |
Retained Profits | 250,937 | |
| ||
TOTAL SHAREHOLDERS' EQUITY | 250,947 | |
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - STATEMENT OF ACCOUNTING POLICIES
This financial report is a special purpose financial report prepared for use by directors and members of the company and the directors of Cell Wireless Corporation. It has been determined that the company is not a reporting entity and therefore there is no requirement to apply Accounting Standards and other mandatory professional reporting requirements (Urgent Issues Group Consensus Views) in the preparation and presentation of this report.
The financial report has been prepared in accordance with AASB1025 (Application of the Reporting Entity Concept and Other Amendments) and other mandatory professional reporting requirements.
other authoritative pronouncements of the Australian Accounting Standards Board have been applied.
The financial report is prepared on an accruals basis and is based on historic costs and does not take into account changing money values or, except where specifically stated, current valuations of non-current assets.
The following specific accounting policies, which are consistent with the previous period unless otherwise stated, have been adopted in the preparation of this financial report.
Income Tax
The company provides for income tax based on its taxable income and where applicable there is reconciliation, shown by way of note, between the accounting income and taxable income.
Property, Plant & Equipment
Property, plant and equipment are carried at cost, independent or directors' valuation. All assets, excluding freehold land and buildings, are depreciated over their useful lives to the company or at depreciation rates set by the Commission of Taxation.
During the year a motor vehicle was purchased for $334,030. Ownership could not be verified and the amount was expensed but it is not deductible for income tax.
2004 $ | ||
NOTE 2 - Cash | ||
Cash in Hand | 10 | |
Bank - Westpac | 28,184 | |
Bank - ANZ | 5,716 | |
Bank - Cash Management | 2,060 | |
Bank - Westpac No.2 | 618 | |
Bank-ANZ No.2 | 3,351 | |
Bank-ANZ No.3 | 1,000 | |
| ||
40,939 | ||
| ||
NOTE 3 - - PROPERTY PLANT AND EQUIPMENT | ||
Office Equipment - at Cost | 36,138 | |
Less Provision for Depreciation | 1,914 | |
| ||
34,224 | ||
| ||
Computer Software & Equipment | 140,431 | |
Less Provision for Depreciation | 15,188 | |
| ||
125,243 | ||
| ||
159,467 | ||
| ||
NOTE 4 - INTANGIBLE ASSETS | ||
Intellectual Property -at cost | 4,000,000 | |
|
NOTE 5 - OTHER ASSETS | ||
Current | ||
Prepayments | 73,333 | |
| ||
NOTE 6 - CREDITORS AND BORROWINGS | ||
Current | ||
Trade Creditors | 22,176 | |
Accrued Member Commissions | 1,533,400 | |
Members Prepaid Calls | 2,079,100 | |
Shareholders Loan - at call | 135,126 | |
| ||
3,769,802 | ||
| ||
NOTE 7 - PROVISIONS | ||
Current | ||
Provision for Income Tax | 252,991 | |
| ||
NOTE 8 - Share Capital | ||
Issued and paid up Capital: | ||
10 Ordinary shares fully paid | 10 | |
| ||
GLOBAL TLC CONNECTIONS PTY LIMITED
ABN 41 107 826 782
TRADING ACCOUNT FOR THE YEAR ENDED 30 June 2004
NOTE | 2004 $ | |
TRADING ACCOUNT | ||
Member Sign Up Fees | 17,872,308 | |
Less Prepaid Member Calls | (2,079,100) | |
| ||
15,793,208 | ||
LESS COST OF SALES | ||
Commission - Members | 7,792,379 | |
Chargebacks | 57,997 | |
Promotion Expenses | 63,675 | |
Refunds - Members | 1,690 | |
Telecom Charges | 5,863,852 | |
| ||
13,779,593 | ||
| ||
TOTAL TRADING PROFIT | 2,013,615 | |
|
NOTE | 2004 $ | |
INCOME | ||
Gross Profit Trading | 2,013,615 | |
Interest Received | 24,429 | |
| ||
TOTAL INCOME | 2,038,044 | |
EXPENSES | ||
Accountancy | 67,000 | |
Advertising & Promotion | 10,501 | |
Bank Charges | 13,055 | |
Consultants Fees | 236,564 | |
Computer Expenses | 5,489 | |
Depreciation | 17,102 | |
Electricity & Gas | 2,119 | |
Freight & Cartage | 1,369 | |
Legal Costs | 95,780 | |
Management Fees | 585,384 | |
Motor Vehicle Expenses | 12,698 | |
Motor Vehicle (Cost Expensed) | 334,030 | |
Printing & Stationery | 3,839 | |
Rates | 2,340 | |
Rent | 22,124 | |
Repairs & Maintenance | 2,781 | |
Security | 2,845 | |
Staff Amenities | 5,911 | |
Staff Recruitment | 458 | |
Sundry Expenses | 31,010 | |
Telephone | 20,262 | |
Travelling | 52,574 | |
| ||
TOTAL EXPENSES | 1,525,235 | |
| ||
OPERATING PROFIT BEFORE INCOME TAX | 512,809 | |
512,809 | ||
| ||
