for personal use only - asx.com.au · 30 june 2010 for personal use ... treasury, risk management...

Superwoman Group Limited ABN 61 113 538 533

and Controlled Entities

Financial Report

For Financial Year Ended

30 June 2010

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30 June 2010

Annual Financial Report

CONTENTS

Corporate Directory 3

Chairman‘s Review 4

Managing Director‘s Report 5

Directors‘ Report 6

Auditor‘s Independence Declaration 19

Corporate Governance Statement 20-24

Statement of Comprehensive Income 25

Statement of Financial Position 26

Statement of Changes in Equity 27

Statement of Cash Flows 28

Notes to the Financial Statements 29-57

Directors Declaration 58

Independent Audit Report 59-60

Shareholder Information 61-62

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CORPORATE DIRECTORY 30 June 2010

Directors As at 30 June 2010 Danny Herceg – Non Executive Chairman (resigned 9 August 2010) Cliff Sanderson – Non Executive Director David Harker – Executive Director & Acting Managing Director (resigned 9 August 2010) Grant Winberg – Executive Director & Acting Chief Financial Officer (resigned 30 July 2010) Appointed after 30 June 2010 Graeme Robertson – Non Executive Chairman (appointed 9 August 2010) Kim Cannon – Non Executive Director (appointed 9 August 2010) Rod Minell – Executive Director & Managing Director (appointed 9 August 2010) Jonathan Warrand – Executive Director & Chief Financial Officer (appointed 30 July 2010)

Company Secretary Grant Winberg – resigned 9 August 2010 Kevin Kehoe – appointed 9 August 2010

Registered Office and Principal Office Suite 2001, Level 20 Australia Square 264 George Street Sydney NSW 2000 Telephone: (02) 9241 2403 Facsimile: (02) 9233 5322

Share Registry Computershare Investor Services Pty Limited Level 3, 60 Carrington Street Sydney NSW 2000 Telephone: (02) 8234 5000

Auditors Hall Chadwick Level 29, St Martins Tower 31 Market Street Sydney NSW 2000

Lawyers Herceg Lawyers Level 32, Australia Square 264 George Street Sydney NSW 2000

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CHAIRMAN’S REVIEW

Dear Shareholders,

I was appointed Chairman of the Company on 9 August 2010.

On 17 May 2010 the Board was replaced by a Board who had the immediate task of reducing the significant losses of the Company and streamlining the operations. I wish to thank Mr Herceg, Mr Winberg and Mr Harker who completed the initial task of restructuring the Company in a professional and effective manner.

The current Board has replaced the outgoing Board after the year end to focus on the second phase of turning around the Company. The Board has a wealth of experience in financial services and entrepreneurship providing an opportunity to set a new strategic direction for the Company.

Presently opportunities for recapitalisation are being evaluated with an aim to resume trading. The first step was to welcome JB Global Pty Limited as a substantial Shareholder to the Company on 18 August 2010.

I appreciate the patience of Shareholders while the Company remains in suspension and these tasks are completed.

I look forward to working with the Board of the Company – Kim Cannon, Rod Minell, Cliff Sanderson and Jonathan Warrand – and, as your Chairman, will endeavour to restore the confidence of the Shareholders in the Company.

Mr Graeme Robertson

Chairman

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MANAGING DIRECTOR’S REPORT

I am delighted to be appointed by the Board as Managing Director of the Company.

Regrettably the Board announced a loss of $5.866 million for the year ended 30 June 2010 and deficiency in assets of $698,000 as at 30 June 2010.

The Executive is assessing strategic initiatives to grow the Company.

I thank the Board for their ongoing support as the Company is recapitalised and sets a new strategic course.

Rod Minell

Managing Director

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Directors‘ Declaration

30 June 2010

6

DIRECTORS’ REPORT

In accordance with a resolution of Directors, the Directors present their Report together with the Financial Statement of Superwoman Group Limited (the Company) and its Controlled Entity for the financial year ended 30 June 2010.

1. Directors

The names and details of Directors of the Company at any time during or since the end of the financial year are:

Current Directors:

Graeme Robertson

Chairman and Non Executive Director appointed 9 August 2010.

Qualifications

Bachelor of Arts (Sociology). Fellow of Australian Institute of Company Directors (FAICD) Member Australian Institute of Energy (MAIE).

Experience

Graeme Robertson is the Executive Chairman of Intrasia Capital Pte Limited. Mr Robertson was previously Managing Director of New Hope Corporation Limited (1987 to 2005) and a Director of Washington H. Soul Pattinson & Co. Ltd (1997 to 2005). He now pursues his private interests in mining, financial services, energy infrastructure, agribusiness and real estate ventures in Indian Ocean and Asian countries.

Interest in Shares and Options

10,127,617 ordinary shares (in own name), 773,976,957 (Intrasia Capital Pte Limited).

Kim Cannon

Non Executive Director appointed 9 August 2010.

Experience

Kim Cannon is the Managing Director and founder of FirstMac Limited.


Nil.

Cliff Sanderson

Non Executive Director appointed 17 May 2010.

Qualifications

Bachelor of Business and Chartered Accountant.

Experience

Cliff Sanderson is a Director of Financial Services International (Australia). Cliff was a Partner of Ernst & Young in the Transaction Advisory Services division practicing in Australia and Asia.

Interest in Shares and Options Nil.

Rod Minell

Managing Director appointed 9 August 2010.

Experience Rod Minell is an Executive Director of FirstMac Limited.

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He was previously a Director of Imagine Group (Australia) Pty Limited (subsidiary of Brookfield Asset Management Limited) and Managing Director of Centre Solutions Pty Limited (subsidiary of Zurich Financial Services BV). Rod worked at ABN AMRO Australia Limited for ten years and was a Director and member of its management and credit committees. At ABN AMRO he held positions as head of its corporate and structured finance, financial engineering, and capital market and syndication departments.

Interest in Shares and Options 1,375,000 ordinary shares (in own name).

Jonathan Warrand

Appointed as an Executive Director and Chief Financial Officer on 30 July 2010.

Qualifications

Master of Business Administration (Exec) Australian Graduate School of Management, Chartered Accountant, Fellow of Finsia, Full Member of Insolvency Practitioners‘ Association of Australia and Bachelor of Commerce (Accounting).

Experience

Mr Warrand is Managing Director of Intrasia Capital Pty Limited, a majority owned subsidiary of Intrasia Capital Pte Limited. Mr Warrand has over 22 years of strategy, corporate advisory and corporate finance experience.

Initially he worked ten years for Ernst and Young and since has been an Executive for Bankers Trust Australia, Macquarie Bank, Westpac Banking Corporation, Commonwealth Bank and Southern Cross Equities Limited. He has also consulted to the independent corporate advisory firm Grant Samuel. His sector expertise includes financial services, real estate, infrastructure and contractors.

Mr Warrand has been a member of the Property Council of Australia‘s Capital Market Committee (NSW) and Property Investment and Finance Committee.

He is a Director of Chancery Managed Investments Limited, a wholly owned subsidiary of Oxley Capital Pty Limited (Singapore).


Nil.

Previous Directors:

Danny Herceg Appointed on 17 May 2010 and resigned on 9 August 2010.

David Harker Appointed on 17 May 2010 and resigned on 9 August 2010.

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Grant Winberg Appointed on 17 May 2010 and resigned on 30 July 2010.

John Walker Appointed on 5 March 2010 and resigned on 17 May 2010.

Adrianne Gavenlock Appointed on 18 March 2010 and resigned on 17 May 2010.

Kathryn Lette Resigned on 5 March 2010.

Dr Pamela Stephenson-Conolly Resigned on 5 March 2010.

Anna McCreery Resigned on 5 March 2010.

Colin Grant Resigned on 17 May 2010.

Directors have been in office since the beginning of the financial year to the date of this report, unless otherwise stated.

2. Company Secretary

The following persons held the position of Company Secretary.

Kevin Kehoe Appointed 9 August 2010.

Qualifications

Bachelor of Accounting, Certified Practicing Accounting,

Associate of Finsia.

Experience

Mr Kehoe is the General Manager of Risk, Compliance and

Legal for FirstMac Limited. His is also the Company

Secretary of FirstMac Limited. He has a 14 year background

in banking and financial services that includes experience in

treasury, risk management and financial accounting.

Mr Winberg Appointed on 19 May 2010 and resigned on 9 August 2010.

Mr Armstrong

Resigned on 1 July 2010.

Mr Cogan Resigned on 19 May 2010.

3. Principal Activities

The principal activities of the Company during the financial year were the provision of personal development seminars and associated products and services, covering individual personal, financial, career, health and relationship goals.

4. Operating Results

The consolidated loss of the Group after providing for income tax amounted to $5,865,589. This represented an 82% increase on the loss reported for the year ended 30 June 2009.

5. Review of Operations

During the year Company revenues fell by 84% to $1,322,356 as a result of the decline in events.

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6. Financial Position

The Company had a deficiency of assets of $698,078 as at 30 June 2010. On 18 August 2010 the Company received $100,000 from a share placement and two bridging loan facilities were established from Intrasia Capital Pty Limited and FirstMac Limited on 2 July 2010 and 11 August 2010 respectively.

7. Significant Changes in State of Affairs

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

(a) The structure of the Board of Directors changed following: I. The resignation on 5 March 2010 of Ms Lette, Dr Stephenson-Connolly and Ms

McCreery and the appointment of Mr Walker; II. The appointment of Ms Gevenlock on 18 March 2010;

III. The resignation of Mr Walker, Ms Gavenlock and Mr Grant on 17 May 2010; IV. The appointment at a General Meeting of Mr Herceg, Mr Sanderson, Mr Winberg

and Mr Harker on 17 May 2010. (b) Following Shareholder approval at the Company‘s 2009 Annual General Meeting, an annual remuneration of $40,000 was set by the Company for each of the Non Executive Directors. The Non Executive Directors agreed to receive their Directors‘ fees as to $20,000 in cash and the balance by way of shares in the Company. Following Shareholder approval at the Company‘s 2009 Annual General Meeting, 2,000,000 shares fully paid at $0.01 each were issued to Ms Lette, Dr Stephenson-Connolly and Mrs McCreery. (c) Following Shareholder approval at the Company‘s 2009 Annual General Meeting, the name of the Company was changed to Superwoman Group Limited. (d) Following Shareholder approval at the Company‘s 2009 Annual General Meeting, the Company issued 27,500,000 fully paid shares of the Company in lieu of a termination payment. (e) On 24 May 2010 the Company was placed in a trading halt and subsequently voluntarily suspended from trading. (f) On 2 June 2010 the Board completed a strategic review showing the existing operations were unsustainable and that the Board implemented a new cost effective events management business model. As a result there was a significant reduction in occupancy costs and staffing requirements.

Other than the matters listed above, in the opinion of the Directors, there were no other significant changes in the state of affairs of the Company.

8. Events Subsequent to Reporting Date

On 2 July 2010 the Company entered into a licence agreement with Empowernet International Pty Limited to provide third party support in maintaining the Company‘s events management database.

On 2 July 2010 the Company agreed to enter into a bridging loan with Intrasia Capital Pty Limited. The bridging loan was secured against the assets of the Company for a period of 6 months to fund working capital. Upon a change of control the bridging loan is immediately due and payable.

On 30 July 2010 Mr Grant Winberg resigned as Acting Chief Financial Officer and Executive Director and Mr Jonathan Warrand was appointed Chief Financial Officer and Executive Director.

On 9 August 2010 Mr Graeme Robertson was appointed Chairman and Non Executive Director, Mr Kim Cannon was appointed Non Executive Director and Mr Rod Minell was appointed Managing Director and Executive Director.

On 11 August 2010 the Company agreed to enter into a bridging loan with FirstMac Limited on similar terms to Intrasia Capital Pty Limited.

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On 18 August 2010 a share placement was made to JB Global Pty Limited via the issue of 226,241,466 shares raising $100,000 for working capital for the Company.

On 31 August 2010 the loan from Superwoman Financial Solutions Pty Limited (SFSPL) was forgiven in consideration for the various matters including the Company funding the legal costs on behalf of SFSPL relating to the proceedings in the Federal Court of Australia between SFSPL and Superwoman Pty Limited. SFSPL is not a subsidiary of the Company.

On 29 September 2010 the Company filed a Statement of Claim in the Supreme Court of New South Wales against Mr Colin Grant, a former Director of the Company and C&K Grant Pty Limited alleging a breach of his fiduciary and statutory duties to the Company.

On 29 September 2010 the licence agreement to use the trademark ―Superwoman‖ ended. The Company had a licence to use the trademark from the owner Superwoman Financial Solutions Pty Limited (SFSPL), a non-related company. A Deed of Settlement was signed by SFSPL on 29 September 2010 agreeing the trade marks, licences and domain names be transferred to Superwoman Pty Limited (SPL) on the basis each party releases each party from all claims. Neither SFSPL or SPL are subsidiaries of the Company. SFSPL and the Company have agreed to remove the reference to ―Superwoman‖ within 6 months of the signing of the Deed.

Except for the above, in the opinion of the Directors, there has not arisen in the interval between the end of the financial year and the date of the report, any matter or circumstance that has significantly affected, or may significantly affect, the Company‘s operations, results of those operations, or the state of affairs in future financial years.

9. Future Prospects and Business Strategies

While the Company has licensed the events management database the revenue is unlikely to be sufficient to maintain the operations.

The Board is reviewing strategic initiatives to attract additional sources of revenue.

10. Environmental Regulations and Performance

The Company‘s operations are not subject to significant environmental regulation under the laws of the Commonwealth and State.

11. Dividends

No dividend was paid, recommended for payment, or declared during the year under review (2009: NIL).

12. Options

Unissued Shares Under Option

As at the date of this Report, there are no unissued ordinary shares of the Company under option.

Shares issued on exercise of options

During the year ended 30 June 2010, no ordinary shares of the Company were issued on the exercise of options.

13. Directors’ Meetings

The number of Directors‘ meetings and committee meetings, and the number of meetings attended by each of the Directors of the Company during the financial year were:

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Director Board

Meetings

Audit & Risk

Management

Committee6

Remuneration

Committee6

Entitled Attended Entitled Attended Entitled Attended

Mr Danny Herceg 1 6 6 N/A N/A N/A N/A

Mr Cliff Sanderson 1 6 6 N/A N/A N/A N/A

Mr Grant Winberg 1 6 5 N/A N/A N/A N/A

Mr David Harker 1 6 6 N/A N/A N/A N/A

Mr John Walker 2 5 5 N/A N/A N/A N/A

Ms Adrienne Gavenlock 3 3 3 N/A N/A N/A N/A

Colin Grant 4 10 10 N/A N/A N/A N/A

Anna McCreery 5 5 5 N/A N/A N/A N/A

Kathryn Lette 5 5 5 1 1 1 1

Dr Pamela Stephenson-Connolly

5

5 5 1 1 1 1

1. Appointed as a Director on 17 May 2010.

2. Resigned as a Director on 5 March 2010 and resigned on 17 May 2010.

3. Appointed as a Director on 18 March 2010 and resigned on 17 May 2010.

4. Resigned as a Director on 17 May 2010.

5. Resigned as a Director on 5 March 2010.

6. The Audit and Risk Management Committee and the Remuneration Committee were formed in

January 2009. Both Committees met on 30 November 2009.

14. Indemnification and Insurance of Officers and Auditors

During or since the end of the financial year, the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay insurance premiums as follows:

The Company has paid premiums to insure Directors and officers of the Company against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director or officer of the Company, other than a wilful breach of duty in relation to the Company.

Details of the nature of the liabilities covered and the amount of premium paid in respect of Directors‘ and Officers‘ insurance policies are not disclosed as such disclosure is prohibited under the terms of the contracts.

The Company has not paid any premiums in respect of any contract insuring its auditor against a liability incurred in that role as an auditor of the Company. In respect of non-audit services, Hall Chadwick, the Company‘s auditor, has the benefit of an indemnity to the extent that the auditor reasonably relies on information provided by the Company which is false, misleading or incomplete. No amount has been paid under this indemnity during the financial year ending 30 June 2010 or to the date of this Report.

15. Non-Audit Services

Details of the amounts paid to Hall Chadwick as the auditor of the Company for non-audit services provided during the year are:

30 June 2010

$

30 June 2009

$

- Corporate services 5,687 2,596

- Taxation services 6,994 6,994

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12,681 9,590

The Directors are satisfied that:

(a) The non-audit services provided during the financial year by Hall Chadwick as the external auditor were compatible with the general standard of independence for auditors imposed by the Corporations Act; and

(b) Any non-audit services provided during the financial year by Hall Chadwick as the external auditor did not compromise the auditor independence requirements of the Corporations Act or APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board for the following reasons:

i. Hall Chadwick have not involved partners or staff acting in a managerial or decision making capacity within the Company or been involved in the processing or originating of transactions;

ii. a description of all non-audit services undertaken by Hall Chadwick and the related fees have been monitored by the Board to ensure complete transparency in relation to services provided; and

iii. the declaration required by section 307C of the Corporations Act confirming independence has been received from Hall Chadwick.

16. Proceedings on Behalf of the Company

During the year under review and in the interval between the end of the financial year and the date of the report, neither the Company nor any other person applied for leave to the Court under section 237 of the Corporations Act.

17. Remuneration Report

The information provided here is that required under Section 300A of the Corporations Act, Accounting Standard AASB 124 Related Party Disclosures and Principle 8 of the ASX Corporate Governance Council‘s Corporate Governance Principles and Recommendations.

Remuneration Policies and Practices

In relation to remuneration issues, the Board has policies that are established to review the remuneration policies and practices of the Company to ensure that it remunerates fairly and responsibly. The Board believes that for the remuneration policy to be appropriate, it must be effective in its ability to attract and retain the best Executives and to enable Directors to run and manage the Company, as well as create goal congruence between Directors, Executives and Shareholders.

The remuneration policy of the Board is designed to ensure that the level and composition of remuneration is competitive, reasonable and appropriate for the results delivered and to attract and maintain talented and motivated Directors and employees. The remuneration structures reward the achievement of strategic objectives and achieve the broader outcome of creation of value for Shareholders.

The Nomination and Remuneration Committee (Committee) was re-constituted in January 2009 with a new charter and was delegated the task of:

(a) reviewing current remuneration policies of the Company; (b) formalising these policies; (c) reviewing Directors and Executives packages; and (d) reviewing annually by reference to the Company‘s performance, Executive

performance and comparable information from industry sectors.

Non Executive Director Remuneration

Board policy in this regard is to remunerate Non Executive Directors at market rates for time, commitment and responsibilities. Fees for Non Executive Directors are not linked to the performance of the Company. However, to align Directors‘ interests with Shareholders, Directors are encouraged to hold shares in the Company. The maximum aggregate amount of

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fees that can be paid to Non Executive Directors is subject to approval by Shareholders at a General Meeting and is currently $300,000 per annum.

From January 2009, Non Executive Directors have been paid $2,000 each per month and, subject to Shareholder approval, 2,000,000 fully paid ordinary shares in the Company for nil consideration. Non Executive Directors do not receive performance based bonuses or any retirement benefits but will each receive two million shares of the Company.

In the coming years, the Committee will determine payments to the Non Executive Directors and review their remuneration annually, based on market practice, duties and accountability. Independent external advice may be sought when required.

Executive Director and Senior Executive Remuneration

After 11 August 2010 it was agreed the Managing Director, the Chief Financial Officer and the Company Secretary would receive no remuneration during the period of the bridging loans provided by Intrasia Capital Pty Limited and FirstMac Limited (bridging loans expire 2 January 2010).

Mr David Harker who was Acting Managing Director for the period from 17 May 2010 to 9 August 2010 was not an employee but was contracted under an agreement between the Company and Fortia Management Services Pty Limited on a fixed weekly fee.

Mr Grant Winberg who was Acting Chief Financial Officer and Company Secretary for the period from 17 May 2010 to 31 July 2010 (ceased acting as CFO) and 9 August 2010 (ceased acting as Company Secretary) was not an employee but was contracted under an agreement between the Company and WTASAP Pty Limited on a fixed weekly fee for the CFO role and monthly fee for the Company Secretarial role.

Previously remuneration for Executive Directors had been determined under negotiated contracts and designed to align objectives of Directors and Executives with Shareholder and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance areas affecting the Company‘s financial results.

Mr Grant who was Executive Chairman until 5 March 2010 was not an employee but was contracted under an agreement between the Company and KMCA Corporate Pty Ltd on a fixed monthly fee. The fixed monthly fee was reduced by $3,000 as at 5 March 2010 when he ceased to act as Executive Chairman and continued as an Executive Director.

Mr David Ross the Chief Executive Officer was not an employee but was contracted under an agreement between the Company and Operating Fiscal Strategy Pty Ltd on a fixed monthly fee.

All other Executives received a base salary (which is based on factors such as length of service and experience), superannuation and fringe benefits.

No Executive had received options or performance incentives to date. The Board has approved an Employee Share Option plan. No options have yet been issued or approved to be issued under the plan.

The performance of employed Executives is to be measured against criteria agreed annually with each Executive and based predominantly on the forecast growth of the Company‘s profits and Shareholders‘ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may, however, exercise its discretion in relation to approving incentives, bonuses and options, and can recommend changes to the Committee‘s recommendations. Any change must be justified by reference to measurable performance criteria. The policy is designed to attract the highest calibre of Executives and reward them for performance that results in long-term growth in Shareholder wealth.

The employed Executive Directors and Executives received a superannuation guarantee contribution required by the government, which is currently 9%, and did not receive any other retirement benefits except as stated below.

All remuneration paid to Executive Directors and Executives is valued at the cost to the Company and expensed. Shares which may be given to Directors and Executives will be valued as the difference between the market price of those shares and the amount paid by the Director or Executive. Options are valued using the Black-Scholes methodology.

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Performance-Based Remuneration

As at 1 July 2010 there were no employees of the Company. A performance-based remuneration policy will be considered by the Board when the Company commences employing Executives.

The remuneration policy will be tailored to increase goal congruence between Shareholders, Directors and Executives.

Key Management Personnel Remuneration Policy

The Board's policy for determining the nature and amount of remuneration of key management for the group is as follows:

The remuneration structure for key management personnel is based on a number of factors, including length of service, particular experience of the individual concerned, and overall performance of the Company. The contracts for service between the Company and key management personnel are on a continuing basis, the terms of which are not expected to change in the immediate future. Upon retirement, key management personnel are paid employee benefits entitlements accrued to date of retirement with one Executive receiving a retirement benefit. Specific key management personnel are paid a proportion of their salary in the event of redundancy based on 3 months notice plus additional amounts based on years of service.

Emphasis is to be placed on payment for results through providing various cash bonus reward schemes, specifically, the incorporation of incentive payments based on the achievement of revenue targets and return on equity ratios. The objective of the reward scheme is to both reinforce the short- and long-term goals of the Group and to provide a common interest between management and Shareholders. The Committee will also determine the proportion of fixed and variable compensation for each key management personnel.

No bonuses were made to key management personnel.

Other than disclosed below, it is the Board‘s policy to establish employment agreements with all Executive Directors, Executives and employees.

Executive Chairman – Colin Grant

The Company entered into a service agreement on 1 December 2008 with KMCA Corporate Pty Ltd (KMCA) and Colin Grant whereby KMCA and Mr Grant provide inter alia:

company management expertise

fulfilling the position of Executive Officer and Chairperson

overseeing day to day operations of the business, including:

o administrative services

o treasury

o legislative compliance

o marketing and public relations

o Shareholder relations

other services commensurate to the role of Executive Chairperson.

Mr Grant reports directly to the Company‘s Board of Directors. The agreed annual fee for these services is $188,000 (excluding GST), payable on a monthly basis. The term of the agreement was three years, terminating 1 December 2011.

The Company may terminate the agreement in certain circumstances, including:

1. KMCA becoming insolvent or entering into administration;

2. KMCA is convicted of a serious offence;

3. KMCA commits a material breach of its obligations to maintain confidentiality of information or security of the Company‘s property; and

4. KMCA fails to rectify any breach after being given written notice.

On 1 April 2010 Mr Grant‘s contract was reduced by $3,000 from 5 March 2010 to reflect him ceasing to act as Executive Chairman.

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On 17 May 2010 Mr Grant resigned as an Executive Director and departed the Company.

Chief Executive Officer – David Ross

By way of an agreement between the Company, Operating Fiscal Strategy Pty Ltd (OFS) and Mr Ross, OFS and Mr Ross are to provide:

company management expertise to all business of the Company

services in the role of Chief Executive Officer

management of day to day operations of the Company, including:

o administrative services covering HR, staffing, customer service

o treasury and financial budgeting

o legislative compliance

o maintenance and development of the IT infrastructure

o marketing and developing new products and services

o public relations

The term of the agreement is three years from 1 December 2008 to 1 December 2011. The agreed annual fee is $250,000 (excluding GST) payable monthly.

The Company may terminate the agreement in certain circumstances, including:

1. OFS becoming insolvent or entering into administration;

2. OFS is convicted of a serious offence;

3. OFS commits a material breach of its obligations to maintain confidentiality of information or security of the Company‘s property; and

4. OFS fails to rectify any breach after being given written notice.

Mr Ross departed the Company on 31 May 2010.

Company Secretary and Chief Financial Officer

Owen Armstrong

The Company entered into a new executive service agreement with Owen Armstrong in relation to his role as Company Secretary and Chief Financial Officer effective from 1 December 2008. The remuneration comprises a salary of $170,000 per annum (previously $215,000) which is reviewed annually on 1 July.

Mr Armstrong‘s services were terminated on 1 July 2010.

Michael Cogan

The Company entered into an executive service agreement with Michael Cogan in relation to his role as Company Secretary and Chief Financial Officer effective from 4 August 2009 for a period of six months expiring 4 February 2010 at a salary of $150,000 per annum.

Mr Cogan‘s services were terminated on 19 May 2010.

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REMUNERATION OF DIRECTORS and KEY MANAGEMENT PERSONNEL 2010

Short-term Benefits Post-

Employment

Benefits

Total Performance Related

2010

Cash, Salary

&

Commissions

Other Super-

annuation

$ $ $ $ %

Directors

Danny Herceg1 2,958 2,958

Cliff Sanderson2 2,958 2,958

Grant Winberg3 53,228 53,228

David Harker4 17,958 17,958

John Walker5 11,923 11,923

Adrienne Gavenlock6 3,938 3,938

Colin Grant7 166,333 166,333

Anna McCreery8 16,000 20,000 - 36,000 -

Kathryn Lette9 16,000 20,000 - 36,000 -


10

16,000 20,000 - 36,000 -

1 Director‘s fees (excluding GST) for the services provided by Mr Hecerg were paid to Herceg Lawyers.

2 Director‘s fees (excluding GST) for the services provided by Mr Sanderson were paid to Financial

Services International (Australia) Pty Ltd. 3 Director‘s fees (excluding GST) for the services provided by Mr Winberg were paid to Winberg Trading

Co. Pty Ltd. 4 Director‘s fees (excluding GST) for the services provided by Mr Harker were paid to Fortia

Management Services Pty Ltd. 5 Director‘s fees paid to Mr John Walker.

6 Director‘s fees paid to Ms Adrienne Gavenlock.

7 Director‘s fees for the services provided by Mr Grant were paid to KMCA Corporate Pty Ltd.

8 Director‘s fees paid to Mrs Anna McCreery. Issue of 2 million shares approved by the Shareholders at

the Annual General Meeting on 30 November 2009 fully paid at $0.01 each in lieu of balance of $20,000 cash owed in consideration of services as a Director. 9 Director‘s fees paid to Ms Kathryn Lette. Issue of 2 million shares approved by the Shareholders at the

Annual General Meeting on 30 November 2009 fully paid at $0.01 each in lieu of balance of $20,000 cash owed in consideration of services as a Director. 10

Director‘s fees paid to Dr Pamela Stephenson-Connolly. Issue of 2 million shares approved by the Shareholders at the Annual General Meeting on 30 November 2009 fully paid at $0.01 each in lieu of balance of $20,000 cash owed in consideration of services as a Director.

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Employment

Benefits


2010

Cash, Salary

&

Commissions

Other Super-

annuation

$ $ $ $ %

Key Management Personnel

David Ross 229,163 42,500 34,700 306,363

Owen Armstrong 135,300 25,000 - 160,300 -

Michael Cogan 93,488 - 29,783 123,271 -

Rachel Bourke 100,833 - - 100,833 -

Total 558,784 67,500 64,483 690,767 -

REMUNERATION OF DIRECTORS and KEY MANAGEMENT PERSONNEL 2009


Employment

Benefits


2009

Cash, Salary

&

Commissions

Other Super-

annuation

$ $ $ $ %

Directors

Colin Grant11

120,633 - - 120,633 -

Michael Burnett12

449,213 806 19,710 469,729 -

Anna McCreery 12,000 - - 12,000 -

Kathryn Lette 12,000 - - 12,000 -


12,000 - - 12,000 -

11

Director‘s fees for the services provided by Mr Grant were paid to KMCA Corporate Pty Ltd. 12

Mr Burnett was paid $229,003 as an employee to 30 November 2008 and subsequently $220,210 as a consultant through KMA Management Pty Ltd.

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Employment

Benefits


2009

Cash, Salary

&

Commissions

Other Super-

annuation

$ $ $ $ %

Key Management Personnel

David Ross 145,833 - - 145,833 -

Owen Armstrong 202,375 944 18,214 221,533 -

Louise Moule13

181,295 611 11,816 193,722 -

Rachel Bourke 110,000 - 9,900 119,900 -

Suzanne Warren14

66,772 - 6,009 72,781 -

Total 1,312,121 2,361 65,649 1,380,131 -

Performance Income as a Proportion of Total Remuneration

Executive Directors and Senior Executives were not paid performance based bonuses. The Committee will review performance based bonuses to:

(a) encourage achievement of specific goals that have been given a high level of importance in relation to the future growth and profitability of the Company; and

(b) gauge their effectiveness against achievement of the set goals, and adjust future years‘ incentives as they see fit, to ensure use of the most cost effective and efficient methods.

18. Corporate Governance

The Directors aspire to maintain the standards of Corporate Governance appropriate to the size of the Company. The Company‘s Corporate Governance Statement is contained on pages 20 to 24 of the Annual Report.

19. Auditor’s Independence Declaration

The auditor‘s independence declaration for the year ended 30 June 2010 has been received and can be found on page 19 of the Annual Report.

This report is signed in accordance with a resolution of the Directors.

Graeme Robertson

Chairman

30 September 2010

13

Ms Moule resigned 14 January 2009. 14

Ms Warren‘s employment commenced 1 December 2008.

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SUPERWOMAN GROUP LIMITEDABN 61 113 538 533

AND CONTROLLED ENTITIES

AUDITOR’S INDEPENDENCE DECLARATIONUNDER SECTION 307C OF THE CORPORATIONS ACT 2001

TO THE DIRECTORS OF SUPERWOMAN GROUP LIMITED

I declare that, to the best of my knowledge and belief, during the year ended 30 June 2010 there have been:

i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

ii. no contraventions of any applicable code of professional conduct in relation to the audit.

Hall Chadwick Level 29, 31 Market StreetSydney NSW 2000

DREW TOWNSENDPartner

Dated: 30 September 2010

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Corporate Governance Statement

30 June 2010

20

CORPORATE GOVERNANCE STATEMENT

Superwoman Group Limited (the ―Company‖) is committed to good corporate governance and disclosure. The Company has, where possible, adopted the ASX Corporate Governance Council‘s ―Principles of Good Corporate Governance and Best Practice Recommendations‖ for the entire financial year ended 30 June 2010. Where the ASX Corporate Governance Council‘s recommendations have not been adopted by the Company, this has been identified and explained below.

1. Lay solid foundations for management and oversight

1.1 Formalise and disclose the functions of the Board and management

The Directors of the Company are accountable to Shareholders for the proper management of the business and affairs of the Company.

The key responsibilities of the Board are:-

the oversight of the Company, including its control and accountability systems;

establishing, monitoring and modifying corporate strategies and performance objectives;

ensuring that appropriate risk management systems, internal compliance and control, reporting systems, codes of conduct, and legal compliance measures are in place;

monitoring the performance of management and implementation of strategy, and ensuring appropriate resources are available;

approving and monitoring of financial and other reporting;

approving dividends, major capital expenditure, acquisitions and capital raising/restructures;

appointment and removal of CEO, Company Secretary and senior management.

2. Structure the Board to add value

2.1 Board composition

The constitution of the Company provides that the number of Directors (not including alternate Directors) should be not less than three or more than nine. There are presently five Directors. The Chairman is a Non Executive Director and two other Directors are non-Executive.

The skills, experience and expertise relevant to the position of each Director who was in office at the date of the Annual Report (and are still in office) and their term of office are detailed in the Directors‘ Report.

The Board is comprised of a majority of Non Executive Directors. The Board has one Non Executive Director who is independent.

When determining whether a Non Executive Director is independent the Director must not fail any of the following materiality thresholds:

Must not be a substantial Shareholder or ‗associated directly with‘ a substantial Shareholder of the Company (a substantial Shareholder is a Shareholder holding 5% or more of the Company).

Must not have been employed as an Executive by the Company or a group member within the previous three years after ceasing to hold such employment.

Must not be a principal of a ‗material professional adviser‘ or a ‗material consultant‘ to the Company or a group member.

Must not be a material supplier or customer of the Company (or a group Member) or an officer of or otherwise associated directly or indirectly with a material supplier or customer.

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Must not have served on the Board for a period which could be perceived to materially interfere with the Director‘s ability to act in the best interests of the Company.

Has a material contractual relationship with the Company or other group member other than as a Director of the Company

Must be free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the Director‘s ability to act in the best interests of the Company.

Directors have the right to seek independent professional advice in the furtherance of their duties as Directors at the Company‘s expense. Written approval must be obtained from the chairman prior to incurring any expenses on behalf of the Company.

2.2 Chairperson of the Board

The chairperson is a Non Executive Director.

2.3 Remuneration and Nomination committee

The Board re-organised the Remuneration and Nomination Committee in January 2009 with a new charter. The Committee consists of 2 Non Executive Directors. Where necessary, the Committee seeks advice of independent external advisors in connection with the suitability of applicants.

The role of the Remuneration & Nomination Committee is to ensure that the Company‘s Directors and senior Executives are fairly rewarded for their individual contributions to the Company‘s overall performance by determining their pay and prerequisites and to demonstrate to all Shareholders that the remuneration of the senior Executive members of the Company is set out by a committee of the Board who will give due regard to the interests of the Shareholders and to the financial and commercial health of the Company.

Its functions include review, and recommendation, to the Board in respect of:

Senior Executive and Directors remuneration and incentive policy;

Retention, performance assessment and termination policies and procedures for Directors and senior Executives;

Establishment and oversight of employee, senior Executive and Directors share plans and share option plans;

Superannuation arrangements; and

The disclosure of remuneration in the Company‘s publications, including the Annual Report.

3. Promote ethical and responsible decision-making

3.1 Code of conduct

The Company recognises the need for Directors and employees to observe the highest standards of behaviour and business ethics. Contracts with all Executive Directors and employees specify code of conduct principles that apply to ensure that the Company maintains highest standards of integrity, honesty and fairness in its dealings with employees, contractors, customers, suppliers, clients, Shareholders, regulators and the community as a whole.

3.2 Share trading policy

The Company‘s policy regarding Directors and employees trading in its securities is set by the Board. The policy restricts Directors and employees from acting on material information until it has been released to the market and adequate time has been given for this to be reflected in the security‘s prices.

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4. Safeguard integrity in financial reporting

4.1 Statement to the Board by the Managing Director and chief financial officer

The Board requires the Managing Director and the chief financial officer (CFO) to state in writing to the Board that the financial reports of the Company present a true and fair view, in all material respects, of the Company‘s financial condition and operational results of the Company and are in accordance with relevant accounting standards.

4.2 Audit and Risk Management Committee

The Board re-organised the Audit and Risk Management Committee in January 2009 to provide assistance to the Board in fulfilling the corporate governance and oversight responsibilities of the Board to verify and safeguard the integrity of the financial reporting of the Company.

The Audit and Risk Management Committee consists of 2 Non Executive Directors and one Executive Director.

The Audit Committee has been established to increase Shareholder confidence and the credibility and objectivity of published financial information, to assist the Board in meeting their financial reporting responsibilities, to strengthen the independent position of the Company‘s external auditors by providing channels of communication between them and the Non Executive Directors, and to review the performance of the auditors.

Its functions include the:

oversight of financial reporting process to ensure the balance, transparency and integrity of published financial information;

review the effectiveness of the Company‘s internal financial control;

maintenance of independent audit process;

recommendation of the appointment of the external auditor;

assessment of the performance of the external auditor;

oversight the Company‘s compliance with acts, regulations and its own Code of Conduct in relation to financial reporting; and

reports to the Board.

In performing its duties, the Audit Committee will maintain effective working relationships with the Board, management, and the external auditor.

The Committee‘s charter can be viewed on the Company‘s website.

5. Make timely and balanced disclosure

The Company has established procedures designed to ensure compliance with the ASX Listing Rules so that Company announcements are made in a timely manner, are factual, do not omit material information and are expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions. Established policies also ensure accountability at a senior management level for ASX compliance.

The Board approves all disclosures necessary to ensure compliance with ASX Listing Rule disclosure requirements.

6. Respect the right of Shareholders

The Company has a communications strategy and is committed to promoting effective communication with share holders, subject to privacy laws and the need to

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act in the best interests of the Company by protecting commercial information. The Company communicates effectively with Shareholders through releases to the market via ASX, the Company‘s website, information mailed to Shareholders and the general meetings of the Company. Shareholders can participate in general meetings of the Company and can ask questions of the external auditor, who will be present at the meeting, regarding the conduct of audit of the financial accounts and preparation and content of the auditor report.

7. Recognise and manage risk

The Board has established policies on risk oversight and management. To carry out this function, the Audit and Risk Management Committee:

reviews the financial reporting process of the Company and reports findings to the Board;

discusses with management, the adequacy and effectiveness of the accounting and financial controls, including the policies and procedures of the Company to assess, monitor and manage business risk;

reviews reports from the external auditor for any audit problems and the Company‘s critical policies and practices;

reviews and assesses the independence of the external auditor.

The Board continually monitors areas of significant business risk. Once particular risks are identified it is the responsibility of the Board to ensure that management takes such action as is required to manage the risk.

Systems of internal financial control have been put in place by the management of the Company and are designed to provide reasonable, but not absolute protection against fraud and material misstatement. These controls are intended to identify, in a timely manner, control issues that require attention by the Board or audit committee.

The CEO and the CFO state to the Board in writing that the statement given to the Board that the accounts are true and fair and comply with accounting standards, is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board; and the Company‘s risk management and internal compliance and control system is operating efficiently.

8. Encourage enhanced performance

While no performance evaluation of the Board or management was carried out for the financial year ended 30 June 2010 this is continually monitored by the chairman and the Board. The chairperson also speaks to each Director individually regarding their role as a Director.

9. Remunerate fairly and responsibly

The remuneration policy, which sets the terms and conditions for the Managing Director, Chief Financial Officer and other senior Executives has been approved by the Board.

The Board has agreed that the Managing Director and the Chief Financial Officer will not be remunerated during the term of the bridging loan from Intrasia Capital Pty Limited.

The Board reviews Executive packages annually by reference to Company performance, Executive performance, comparable information from industry sectors and other listed companies.

The amount of remuneration of all Directors and the five highest paid Executives, including all monetary and non-monetary components, is detailed in the Directors‘

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Report. All remuneration paid to Executives is valued at cost to the Company and expensed. No options have been issued to Directors or employees.

The Board expects that the remuneration structure implemented will result in the Company being able to attract and retain the best Executives to run the Consolidated Group. It will also provide Executives with the necessary incentives to work to grow long-term Shareholder value.

10. Recognise the legitimate interest of stakeholders

The Company applies a Code of Conduct to guide compliance with legal and other obligations to stakeholders of the Company.

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Statement of Comprehensive Income

30 June 2010

25

STATEMENT OF COMPREHENSIVE INCOME

FOR YEAR ENDED 30 JUNE 2010

Consolidated Entity

Note 2010

$

2009

$

Sales revenue 2 1,322,356 8,109,905

Cost of sales 3 (914,104) (5,588,024)

Gross profit 408,252 2,521,881

Other revenue – interest received 172,373 115,967

Occupancy expenses (382,669) (492,695)

Administration expenses (5,032,441) (4,860,859)

Borrowing costs 3 (128) (96,000)

Share based payments - (201,000)

Loss on disposal of plant and equipment (226,043) -

Depreciation & amortisation (412,646) (206,729)

Impairment of assets 3 (392,287) -

Loss before income tax (5,865,589) (3,219,435)

Income tax (expense) / benefit 4 - -

Loss for the year after income tax (5,865,589) (3,219,435)

Other comprehensive income

Other comprehensive income for the year, net

of tax

-

-

Total comprehensive income for the year (5,865,589) (3,219,435)

Overall Operations

Basic and diluted earnings per share

(cents per share)

7 (0.262) (0.264)

The Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

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Statement of Financial Position

30 June 2010

26

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2010

Consolidated Entity

Note 2010

$

2009

$

ASSETS

CURRENT ASSETS

Cash and cash equivalents 8 395,992 5,634,126

Trade and other receivables 9 122,496 406,593

Financial Assets 10 - 540,522

Other current assets 12 91,251 170,103

TOTAL CURRENT ASSETS 609,739 6,751,344

NON-CURRENT ASSETS

Plant and equipment 13 - 484,247

TOTAL NON-CURRENT ASSETS - 484,247

TOTAL ASSETS 609,739 7,235,591

CURRENT LIABILITIES

Trade and other payables 14 1,307,817 2,071,980

Short-term provisions 15 - 201,345

TOTAL CURRENT LIABILITIES 1,307,817 2,273,325

NON-CURRENT LIABILITIES

Long-term provisions 15 - 19,755

TOTAL NON-CURRENT LIABILITIES - 19,755

TOTAL LIABILITIES 1,307,817 2,293,080

NET ASSETS (698,078) 4,942,511

EQUITY

Issued Capital 16 20,097,216 19,872,216

Reserves 17 - 1,175,040

Retained earnings (20,795,294) (16,104,745)

TOTAL EQUITY (698,078) 4,942,511

The Statement of Financial Position should be read in conjunction with the accompanying notes.

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Statement of Changes in Equity

30 June 2010

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STATEMENT OF CHANGES IN EQUITY FOR YEAR ENDED 30 JUNE 2010

Consolidated Entity Share Capital Options Retained Total

Ordinary Performance Reserve Earnings

A Class A Class B Class

$ $ $ $ $ $

Balance as at 1 July 2008 9,343,352 3,000,000 10,720,588 1,175,040 (27,595,898) (3,356,918)

Shares issued during the year 12,445,735 - - - - 12,445,735

Transaction costs (926,871) - - - - (926,871)

Shares cancelled transferred to retained earnings

(990,000) (3,000,000) (10,720,588) - 14,710,588 -

Total comprehensive income for the year

- - - - (3,219,435) (3,219,435)

Balance as at 30 June 2009 19,872,216 - - 1,175,040 (16,104,745) 4,942,511

Shares issued during the year 225,000 - - - - 225,000

Transfer from options reserve to retained earnings

- - - (1,175,040) 1,175,040 -

Total comprehensive income for the year

- - - - (5,865,589) (5,865,589)

Balance as at 30 June 2010 20,097,216 - - - (20,795,294) (698,078)

The Statement of Changes in Equity should be read in conjunction with the accompanying notes.

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Statement of Cash Flows

30 June 2010

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STATEMENT OF CASH FLOWS

FOR YEAR ENDED 30 JUNE 2010

Consolidated Entity

Note 2010

$

2009

$

CASH FLOWS FROM OPERATING

ACTIVITIES

Receipts from customers 1,360,903 5,928,926

Payments to suppliers and employees (6,960,971) (10,786,638)

Interest received 143,019 41,497

Interest paid (128) (152,148)

Net cash provided by (used in)

operating activities 21(a) (5,457,177) (4,968,363)

CASH FLOWS FROM INVESTING

ACTIVITIES

Payment for subsidiaries (160,230) -

Purchase of plant and equipment (161,248) (54,215)

Loans to other entities - (640,522)

Loans repaid by other entities 540,521 3,000

Net cash provided (used in) investing

activities (219,043) (691,737)

CASH FLOWS FROM FINANCING

ACTIVITIES

Proceeds from issue of shares - 12,142,863

Proceeds from borrowings - 855,047

Repayment of borrowings - (1,739,791)

Net cash provided (used in) financing

activities - 11,258,119

Net increase (decrease) in cash held (5,238,134) 5,598,019

Cash at beginning of financial year 5,634,126 36,107

Cash at end of financial year 8 395,992 5,634,126

The Statement of Cash Flows should be read in conjunction with the accompanying notes.

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Notes to the Financial Statements

30 June 2010

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NOTES TO THE FINANCIAL STATEMENTS

This financial report includes the consolidated financial statements and notes of Superwoman Group Limited (formerly Empowernet International Limited) and controlled entities (Consolidated Group).

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The financial report is a general purpose financial report that has been prepared in accordance with

Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements

of the Australian Accounting Standards Board and the Corporations Act 2001.

Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a

financial report containing relevant and reliable information about transactions, events and conditions to

which they apply. Compliance with Australian Accounting Standards ensures that the financial statements

and notes also comply with International Financial Reporting Standards. Material accounting policies

adopted in the preparation of this financial report are presented below. They have been consistently applied

unless otherwise stated.

The financial report has been prepared on an accruals basis and is based on historical costs, modified,

where applicable, by the measurement at fair value of selected non-current assets, financial assets and

financial liabilities.

Accounting Policies

a. Going Concern

The financial report has been prepared on a going concern basis which contemplates continuity of

normal business activities and the redistribution of assets and settlement of liabilities in the ordinary

course of business. The Group recorded a loss of $5,865,589 during the year ended 30 June 2010

and a deficiency in net assets of $698,078.

The Directors nevertheless believe it is appropriate to prepare the financial report on a going concern

basis for the following reasons;

The Directors have entered into a license agreement to outsource the maintenance of the events management database. The Directors secured bridging loan facilities from Intrasia Capital Pty Limited and FirstMac Limited on 2 July and 11 August 2010 respectively for a period of 6 months secured against the assets of the Company to provide working capital.

On 18 August 2010 JB Global Pty Limited, an investment management and funds management company invested $100,000 for the issue of 10% of capital of the Company.

On 31 August 2010 the loan from Superwoman Financial Solutions Pty Limited (SFSPL) amounting to $883,012 was forgiven in consideration for the various matters including the Company funding the legal costs on behalf of SFSPL relating to the proceedings in the Federal Court of Australia between SFSPL and Superwoman Pty Limited. SFSPL is not a subsidiary of the Company.

The Board continues to review new strategic initiatives that will create new revenue streams for the Company.

The Company will need additional equity and or debt finance to meet the working capital needs. No assurance is given that the Company will be able to raise future funding on acceptable terms or in a timely manner. In this event, the Company may not be able to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

b. Principles of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled

by Superwoman Group Limited at the end of the reporting period. A controlled entity is any entity over

which Superwoman Group Limited has the power to govern the financial and operating policies so as

to obtain benefits from the entity‘s activities. Control will generally exist when the parent owns, directly

or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the

power to govern, the existence and effect of holdings of actual and potential voting rights are also

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considered.

Where controlled entities have entered or left the Group during the year, the financial performance of

those entities are included only for the period of the year that they were controlled. A list of controlled

entities is contained in Note 11 to the financial statements.

In preparing the consolidated financial statements, all inter-group balances and transactions between

entities in the consolidated group have been eliminated on consolidation. Accounting policies of

subsidiaries have been changed where necessary to ensure consistency with those adopted by the

parent entity.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a

parent, are shown separately within the Equity section of the consolidated Statement of Financial

Position and Statement of Comprehensive Income. The non-controlling interests in the net assets

comprise their interests at the date of the original business combination and their share of changes in

equity since that date.

Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses and

results in the consolidation of its assets and liabilities.

A business combination is accounted for by applying the acquisition method, unless it is a combination

involving entities or businesses under common control. The acquisition method requires that for each

business combination one of the combining entities must be identified as the acquirer (ie parent entity).

The business combination will be accounted for as at the acquisition date, which is the date that control

over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the

consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets

acquired and liabilities assumed. In addition, contingent liabilities of the acquiree will be recognised

where a present obligation has been incurred and its fair value can be reliably measured.

The acquisition may result in the recognition of goodwill (refer to Note 1(h)) or a gain from a bargain

purchase. The method adopted for the measurement of goodwill will impact on the measurement of

any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest

is held in the acquiree.

The acquisition date fair value of the consideration transferred for a business combination plus the

acquisition date fair value of any previously held equity interest shall form the cost of the investment in

the separate financial statements. Consideration may comprise the sum of the assets transferred by

the acquirer, liabilities incurred by the acquirer to the former owners of the acquiree and the equity

interests issued by the acquirer.

Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of

comprehensive income. Where changes in the value of such equity holdings had previously been

recognised in other comprehensive income, such amounts are recycled to profit or loss.

Included in the measurement of consideration transferred is any asset or liability resulting from a

contingent consideration arrangement. Any obligation incurred relating to contingent consideration is

classified as either a financial liability or equity instrument, depending upon the nature of the

arrangement. Rights to refunds of consideration previously paid are recognised as a receivable.

Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and

its subsequent settlement is accounted for within equity. Contingent consideration classified as an

asset or a liability is remeasured each reporting period to fair value through the statement of

comprehensive income unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to the business combination are expensed to the statement of

comprehensive income.

c. Income Tax

The income tax expense (revenue) for the year comprises current income tax expense (income) and

deferred tax expense (income).

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Current income tax expense charged to the profit or loss is the tax payable on taxable income

calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date.

Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to

(recovered from) the relevant taxation authority.

Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability

balances during the year as well unused tax losses.

Current and deferred income tax expense (income) is charged or credited directly to equity instead of

the profit or loss when the tax relates to items that are credited or charged directly to equity.

Deferred tax assets and liabilities are ascertained based on temporary differences arising between

the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred

tax assets also result where amounts have been fully expensed but future tax deductions are

available. No deferred income tax will be recognised from the initial recognition of an asset or

liability, excluding a business combination, where there is no effect on accounting or taxable profit or

loss.

Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the

period when the asset is realised or the liability is settled, based on tax rates enacted or substantively

enacted at reporting date. Their measurement also reflects the manner in which management

expects to recover or settle the carrying amount of the related asset or liability.

Deferred tax assets relating to temporary differences and unused tax losses are recognised only to

the extent that it is probable that future taxable profit will be available against which the benefits of

the deferred tax asset can be utilised.

Where temporary differences exist in relation to investments in subsidiaries, branches, associates,

and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the

reversal of the temporary difference can be controlled and it is not probable that the reversal will

occur in the foreseeable future.

Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is

intended that net settlement or simultaneous realisation and settlement of the respective asset and

liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of

set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same

taxation authority on either the same taxable entity or different taxable entities where it is intended

that net settlement or simultaneous realisation and settlement of the respective asset and liability will

occur in future periods in which significant amounts of deferred tax assets or liabilities are expected

to be recovered or settled.

d. Plant and Equipment

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

accumulated depreciation and impairment losses.

Plant and equipment are measured on the cost basis.

The carrying amount of plant and equipment is reviewed annually by Directors to ensure it is not in

excess of the recoverable amount from these assets. The recoverable amount is assessed on the

basis of the expected net cash flows that will be received from the asset‘s employment and

subsequent disposal. The expected net cash flows have been discounted to their present values in

determining recoverable amounts.

Subsequent costs are included in the asset‘s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow

to the group and the cost of the item can be measured reliably. All other repairs and maintenance are

charged to the income statement during the financial period in which they are incurred.

Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but

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excluding freehold land, is depreciated on a diminishing value basis over the useful lives to the

Company commencing from the time the asset is held ready for use. Leasehold improvements are

depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives

of the improvements.

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

Class of Fixed Asset Depreciation Rate

Plant and equipment 25%

Fixtures & Fittings, Furniture 7.5%

Other plant and equipment 20%

The assets‘ residual values and useful lives are reviewed, and adjusted if appropriate, at each

balance sheet date.

An asset‘s carrying amount is written down immediately to its recoverable amount if the asset‘s

carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount.

These gains and losses are included in the statement of comprehensive income. When revalued

assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to

retained earnings.

e. Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the

asset, but not the legal ownership that is transferred to entities in the consolidated group, are

classified as finance leases.

Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal

to the fair value of the leased property or the present value of the minimum lease payments,

including any guaranteed residual values. Lease payments are allocated between the reduction of

the lease liability and the lease interest expense for the period.

Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives

or the lease term.

Lease payments for operating leases, where substantially all the risks and benefits remain with the

lessor, are charged as expenses in the periods in which they are incurred.

Lease incentives under operating leases are recognised as a liability and amortised on a straight-line

basis over the life of the lease term.

f. Financial Instruments

Recognition and Initial Measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the

contractual provisions to the instrument. For financial assets, this is equivalent to the date that the

Company commits itself to either the purchase or sale of the asset (ie trade date accounting is

adopted).

Financial instruments are initially measured at fair value plus transaction costs, except where the

instrument is classified ‗at fair value through profit or loss‘, in which case transaction costs are

expensed to profit or loss immediately.

Classification and Subsequent Measurement

Finance instruments are subsequently measured at either of fair value, amortised cost using the

effective interest rate method, or cost. Fair value represents the amount for which an asset could be

exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices

in an active market are used to determine fair value. In other circumstances, valuation techniques are

adopted.

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Amortised cost is calculated as:

a. the amount at which the financial asset or financial liability is measured at initial recognition;

b. less principal repayments;

c. plus or minus the cumulative amortisation of the difference, if any, between the amount

initially recognised and the maturity amount calculated using the effective interest method;

and

d. less any reduction for impairment.

The effective interest method is used to allocate interest income or interest expense over the relevant

period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts

(including fees, transaction costs and other premiums or discounts) through the expected life (or when

this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying

amount of the financial asset or financial liability. Revisions to expected future net cash flows will

necessitate an adjustment to the carrying value with a consequential recognition of an income or

expense in profit or loss.

The Group does not designate any interests in subsidiaries, associates or joint venture entities as being

subject to the requirements of accounting standards specifically applicable to financial instruments.

(i) Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit or loss when they are held for trading for the

purpose of short term profit taking, where they are derivatives not held for hedging purposes, or

designated as such to avoid an accounting mismatch or to enable performance evaluation where a

group of financial assets is managed by key management personnel on a fair value basis in accordance

with a documented risk management or investment strategy. Realised and unrealised gains and losses

arising from changes in fair value are included in profit or loss in the period in which they arise.

(ii) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are

not quoted in an active market and are subsequently measured at amortised cost using the effective

interest rate method.

(iii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets that have fixed maturities and fixed or

determinable payments, and it is the group‘s intention to hold these investments to maturity. They are

subsequently measured at amortised cost using the effective interest rate method.

(iv) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as such

or that are not classified in any of the other categories. They comprise investments in the equity of

other entities where there is neither a fixed maturity nor fixed or determinable payments.

(v) Financial Liabilities

Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at

amortised cost using the effective interest rate method.

Fair value

Fair value is determined based on current bid prices for all quoted investments. Valuation techniques

are applied to determine the fair value for all unlisted securities, including recent arm‘s length

transactions, reference to similar instruments and option pricing models.

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Impairment

At each reporting date, the Group assesses whether there is objective evidence that a financial

instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged

decline in the value of the instrument is considered to determine whether an impairment has arisen.

Impairment losses are recognised in the statement of comprehensive income.

De-recognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the

asset is transferred to another party whereby the entity no longer has any significant continuing

involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised

where the related obligations are either discharged, cancelled or expire. The difference between the

carrying value of the financial liability extinguished or transferred to another party and the fair value of

consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in

profit or loss.

g. Impairment of Assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to

determine whether there is any indication that those assets have been impaired. If such an indication

exists, the recoverable amount of the asset, being the higher of the asset‘s fair value less costs to

sell and value in use, is compared to the asset‘s carrying value. Any excess of the asset‘s carrying

value over its recoverable amount is expensed to the statement of comprehensive income.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group

estimates the recoverable amount of the cash-generating unit to which the asset belongs.

h. Intangibles

Goodwill

Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase

price for a business combination exceeds the fair value attributed to the interest in the net fair value

of identifiable assets, liabilities and contingent liabilities at date of acquisition. Goodwill on

acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is

included in investments in associates. Goodwill is tested annually for impairment and Is allocated to

the Company‘s cash generating units or cash generating units, which represent the lowest level at

which goodwill is monitored but where such level is not larger than an operating segment. Gains and

losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

i. Foreign Currency Transactions and Balances

Functional and presentation currency

The functional currency of each of the Group‘s entities is measured using the currency of the primary

economic environment in which that entity operates. The consolidated financial statements are

presented in Australian dollars which is the parent entity‘s functional and presentation currency.

Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates

prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-

end exchange rate. Non-monetary items measured at historical cost continue to be carried at the

exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported

at the exchange rate at the date when fair values were determined.

Exchange differences arising on the translation of monetary items are recognised in the income

statement, except where deferred in equity as a qualifying cash flow or net investment hedge.

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Exchange differences arising on the translation of non-monetary items are recognised directly in

equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange

difference is recognised in the statement of comprehensive income.

j. Employee Benefits

Provision is made for the Company‘s liability for employee benefits arising from services rendered by

employees to balance date. Employee benefits that are expected to be settled within one year have

been measured at the amounts expected to be paid when the liability is settled. Employee benefits

payable later than one year have been measured at the present value of the estimated future cash

outflows to be made for those benefits. Those cashflows are discounted using market yields on

national government bonds with terms to maturity that match the expected timing of cashflows.

k. Equity-settled compensation

The Group does not operate an equity-settled share-based payment employee share and option

scheme.

l. Provisions

Provisions are recognised when the group has a legal or constructive obligation, as a result of past

events, for which it is probable that an outflow of economic benefits will result and that outflow can be

reliably measured.

m. Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term

highly liquid investments with original maturities of three months or less, and bank overdrafts.

n. Revenue

Revenue from the rendering of a service, seminar or event is recognised upon the delivery of the

service, seminar or event to the customer. Where the service, seminar or event is still to be provided,

amounts are carried forward as deferred revenue liabilities.

Revenue from the sale of goods is recognised at the point of delivery as this corresponds to the

transfer of significant risks and rewards of ownership of the goods and the cessation of all

involvement in those goods.

Interest revenue is recognised using the effective interest rate method, which, for floating rate

financial assets, is the rate inherent in the instrument.

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

o. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of assets that

necessarily take a substantial period of time to prepare for their intended use or sale, are added to

the cost of those assets, until such time as the assets are substantially ready for their intended use or

sale.

All other borrowing costs are recognised in income in the period in which they are incurred.

p. Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount

of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is

recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables in the statement of financial position as shown inclusive of GST.

Cash flows are presented in the cash flow statement on a gross basis, except for the GST component

of investing and financing activities, which are disclosed as operating cash flows.

q. Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to

changes in presentation for the current financial year.

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r. Critical Accounting Estimates and Judgments

The Directors evaluate estimates and judgments incorporated into the financial report based on

historical knowledge and best available current information. Estimates assume a reasonable

expectation of future events and are based on current trends and economic data, obtained both

externally and within the group.

Key Estimates — Impairment

The group assesses impairment at each reporting date by evaluating conditions specific to the group

that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of

the asset is determined. Value-in-use calculations performed in assessing recoverable amounts

incorporate a number of key estimates.

Key Judgments — Provision for Impairment of Receivables

The Directors have assessed trade and other receivables and loans as at 30 June 2010 and believe

they will be collected in full with no requirement for any impairment.

s. New Accounting Standards for Application in Future Periods

The following standards, amendments to standards and interpretations have been identified as those

which may impact the entity in the period of initial application. They are available for early adoption

at 30 June 2010, but have not been applied in preparing this financial report:

AASB 9: Financial Instruments and AASB 2009–11: Amendments to Australian Accounting

Standards arising from AASB 9 [AASB 1, 3, 4, 5, 7, 101, 102, 108, 112, 118, 121, 127, 128,

131, 132, 136, 139, 1023 & 1038 and Interpretations 10 & 12] (applicable for annual reporting

periods commencing on or after 1 January 2013).

These standards are applicable retrospectively and amend the classification and

measurement of financial assets. The Group has not yet determined the potential impact on

the financial statements.

The changes made to accounting requirements include:

— simplifying the classifications of financial assets into those carried at amortised cost

and those carried at fair value;

— simplifying the requirements for embedded derivatives;

— removing the tainting rules associated with held-to-maturity assets;

— removing the requirements to separate and fair value embedded derivatives for

financial assets carried at amortised cost;

— allowing an irrevocable election on initial recognition to present gains and losses on

investments in equity instruments that are not held for trading in other comprehensive

income. Dividends in respect of these investments that are a return on investment can

be recognised in profit or loss and there is no impairment or recycling on disposal of

the instrument; and

— reclassifying financial assets where there is a change in an entity‘s business model as

they are initially classified based on:

a. the objective of the entity‘s business model for managing the financial assets;

and

b. the characteristics of the contractual cash flows.

AASB 124: Related Party Disclosures (applicable for annual reporting periods commencing on

or after 1 January 2011).

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This standard removes the requirement for government related entities to disclose details of

all transactions with the government and other government related entities and clarifies the

definition of a related party to remove inconsistencies and simplify the structure of the

standard. No changes are expected to materially affect the Group.

AASB 2009–4: Amendments to Australian Accounting Standards arising from the Annual

Improvements Project [AASB 2 and AASB 138 and AASB Interpretations 9 & 16] (applicable

for annual reporting periods commencing from 1 July 2009) and AASB 2009-5: Further

Amendments to Australian Accounting Standards arising from the Annual Improvements

Project [AASB 5, 8, 101, 107, 117, 118, 136 & 139] (applicable for annual reporting periods

commencing from 1 January 2010).

These standards detail numerous non-urgent but necessary changes to accounting standards

arising from the IASB‘s annual improvements project. No changes are expected to materially

affect the Group.

NOTE 2: REVENUE

Consolidated

Note 2010

$

2009

$

Sales revenue

- Ticket sales 897,018 7,235,445

- Product sales - 400,769

- Commission income 349,749 243,346

- Other revenue 75,589 230,345

Total Revenue 1,322,356 8,109,905

NOTE 3: LOSS FOR THE YEAR

a Cost of Sales

Sales & Marketing Expenses 369,983 1,967,409

Event Staging & Logistics 544,121 3,620,615

914,104 5,588,024

b. Expenses

Bad and doubtful debts:

- Trade receivables 77,084 (64,211)

Total bad and doubtful debts 77,084 (64,211)

Rental expense on operating leases

- Rental expense for office 305,434 394,059

- Office rental equipment 32,513 28,564

c. Significant Expenses

Impairment charges

-Website development - 61,800

- Goodwill on consolidation 160,230 -

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NOTE 3: LOSS FOR THE YEAR

- Plant and equipment 232,057 -

Total impairment for goodwill and plant

and equipment

392,287 61,800

Share based payments - 201,000

Borrowing cost* 128 96,000

* In the year ended 30 June 2010, a total of 33,500,000 fully paid ordinary shares were issued for $225,000 to four former Directors of the Company in lieu of outstanding fees payable to them by the Company.

NOTE 4: INCOME TAX EXPENSE

Consolidated

Note 2010 $

2009 $

a. The components of tax expense comprise:

Current tax - -

Deferred tax (1,758,107) (876,345)

Current year deferred tax assets not recognised

(1,758,107) 876,345

- -

b. The prima facie tax on losses from ordinary activities before income tax is reconciled to the income tax as follows:

Prima facie tax payable on losses from ordinary activities before income tax at 30% (2009: 30%)

(1,759,677) (965,830)

Add:

Tax effect of:

- other non-allowable items 1,570 385

- adjustment prior period deferred tax asset

- -

Share based payments - 89,100

Current year deferred tax assets not recognised

1,758,107 876,345

Income tax attributable to entity

- -

c. Estimated tax losses not brought to account

- Revenue losses 2,323,354 940,898

- Temporary differences 207,775 3,327,786

2,531,129 4,268,684

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Note: Tax losses incurred prior to 31 December 2008 are unable to be carried forward as the Company no longer satisfies the continuity of ownership test or the same business test under section 165-12 and section 165-13 of the Income Tax Assessment Act.

NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION

Refer to the Remuneration Report contained in the Report of the Directors for details of the remuneration

paid or payable to each member of the Group‘s key management personnel for the year ended 30 June

2010.

a. Names and positions held of consolidated and parent entity, key management personnel in office at any

time during the financial year are:

Key Management Person Position

Rod Minell Appointed Managing Director on 9 August 2010.

Jonathan Warrand Appointed Chief Financial Officer on 30 July 2010.

David Harker Appointed acting Managing Director on 17 May 2010 and resigned on 9

August 2010.

Grant Winberg Appointed acting Chief Financial Officer and Company Secretary on 17

May 2010 and resigned on 30 July 2010 and 9 August respectively.

Colin Grant Executive Chairman to 5 March 2010. Resigned as Executive Director

on 17 May 2010.

David Ross Chief Executive Officer appointed 1 December 2008. Departed the

Company on 31 May 2010.

Michael Cogan Company Secretary and Chief Financial Officer to 19 May 2010.

Owen Armstrong Company Secretary and Chief Financial Officer to 1 July 2010.

Rachel Bourke Events Manager to 21 May 2010.

b. No options or rights over shares of the entity are held by key management personnel.

c. Shareholdings

Number of Shares held by Key Management Personnel

Note Balance

1.7.2009

Received as

Compensation

Options

Exercised

Net Change

Other*

Balance

30.6.2010

Colin Grant (i) 506,637,910 - - - 506,637,910

David Ross (ii) 506,637,910 - - - 506,637,910

Rod Minell (iii) 0 1,375,000 1,375,000

Owen Armstrong 2,500,000 - - - 2,500,000

Rachel Bourke 1,500,000 - - - 1,500,000

Total shares held 1,054,845,820 - - 1,375,000 1,056,220,820

* Net Change Other refers to shares purchased or sold during the financial year.

(i) Mr Grant holds shares through entities he controls:

WM Jackers Pty Ltd 253,318,955

C&K Grant Pty Ltd 253,318,955

(ii) Mr Ross holds these shares through Operating Fiscal Strategy Pty Ltd, an entity he controls.

(iii)

Mr Minell purchased the shares prior to being appointed as Managing Director.

(iii)

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(

NOTE 7: EARNINGS PER SHARE

Consolidated

2010

$

2009

$

a. Reconciliation of earnings to profit or loss

(Loss) (5,865,589) (3,219,435)

Earnings used to calculate basic EPS (5,865,589) (3,219,435)

Earnings used in the calculation of dilutive EPS (5,865,589) (3,219,435)

No. No.

c. Weighted average number of ordinary shares outstanding during

the year used in calculating basic and dilutive EPS

2,241,898,455 1,217,905,531

Potential ordinary shares are not considered dilutive, thus diluted

loss per share is the same as basic loss per share.

NOTE 8: CASH and CASH EQUIVALENTS

Note Consolidated

2010 $

2009 $

Cash at bank and in hand 263,126 7,822

Short-term bank deposits 132,866 5,626,304

395,992 5,634,126

NOTE 6: AUDITOR’S REMUNERATION

Consolidated

2010 $

2009 $

Remuneration of the auditor of the entity for:

- auditing or reviewing the financial

report

56,000 73,711

- taxation services 6,994 6,994

- corporate services 5,687 2,596

Total 68,681 83,301

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a. Key Management Personnel Loans

Balance

Beginning

of year

Balance

End

of year

Interest

Charged

Interest

not

Charged

Provision

For

Impairment

Number

of Individuals

2010 - - - - - -

2009 44,000 - - - - 44,000

Interest not charged is a notional interest amount that would be payable if interest was charged on an arm‘s length basis.

NOTE 9: TRADE and OTHER RECEIVABLES

Note Consolidated

2010 $

2009 $

CURRENT

Trade Debtors 122,496 161,042

122,496 161,042

- key management personnel 9a - 44,000

- other debtors - 201,551

- 245,551

122,496 406,593

b. Provision for Impairment of Receivables

Current trade receivables are generally on 30 to 90 day terms. A provision for impairment is recognised when there is objective evidence that an individual trade is impaired. These amounts have been included in the income statement. There are no balances within trade and other receivables that contain assets that are not impaired which are past due. It is expected these balances will be received when due. Impaired assets are provided for in full.

Movement in the provision for impairment of receivables is as follows:

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Opening

Balance

2008

$

Charge

for the

Year

$

Impairment

reversed

on receipt/write

off

$

Closing

Balance

2009

$

Consolidated Group

(i) Current trade receivables 217,553 - (217,553) -

(ii) Current other related parties - - - -

(iii) Other debtors 990,000 - (990,000) -

1,207,553 - (1,207,553) -

Opening

Balance

2009

Charge

for the

Year

Impairment

reversed

on receipt/write

off

Closing

Balance

2010

Consolidated Group

(i) Current trade receivables - - - -

(ii) Current other related parties - - - -

(iii) Other debtors - - - -

- - - -

NOTE 10: FINANCIAL ASSETS

Consolidated

Current 2010 $

2009 $

Loans and receivables - 540,522

- 540,522

During 2009, the parent entity provided a loan of $540,522 to a subsidiary which in turn provided a

commercial loan to a related party. The principal amount was repaid during FY2010. At balance date, there

is still a part of accrued default interest outstanding and receivable.

NOTE 11: CONTROLLED ENTITIES

Controlled Entities Consolidated

Country of Incorporation Percentage Owned (%)*

2010 2009

Superwoman Finance Pty Ltd Australia 100 100

Superwoman Investments Pty Ltd Australia 100 100

Superwoman Funds Management Australia 100 -

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Superwoman Funds Management Limited (formerly called Australian Diversified Funds Management Ltd) was acquired in July 2009. Details of the acquisition are disclosed at Note 21(c) acquisition of entities. Empowernet International Pty Limited was established in 2009 for consideration of $100 and disposed of in May 2010 for the same amount. No business activity was incurred in the Company during the period.

NOTE 12: OTHER ASSETS

Parent Entity

2010 $

2009

$

CURRENT

Prepayments - 25,825

Security deposits 56,708 109,036

Other 34,543 35,242

91,251 170,103

Ltd

Superwoman Financial Planning Pty Ltd

Australia 100 -

Superwoman Insurance Pty Ltd Australia 100 -

Empowernet International Pty Ltd Australia - -

NOTE 13: PLANT and EQUIPMENT

2010 $

2009

$

Plant and equipment:

At cost - 687,667

Accumulated depreciation - (203,420)

- 484,247

a. Movements in Carrying Amounts

Movement in the carrying amounts for each class of plant and equipment between the beginning and

the end of the current financial year

Plant & Equipment

Balance 1 July 2009 484,247 516,082

Additions 161,248 54,214

Disposals - (2,920)

Depreciation expense (412,646) (83,129)

Impairment (232,849) -

Balance at 30 June 2010 0 484,247

b. Impairment losses

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NOTE 14: TRADE AND OTHER PAYABLES

Consolidated

2010 $

2009 $

CURRENT

Unsecured liabilities

Trade payables 242,454 341,226

Deferred revenue - 59,176

Sundry payables & accrued expenses 232,351 879,578

Amounts payable to:

- other related parties 833,012 792,000

1,307,817 2,071,980

The values of individual plant and equipment has been assessed by the Board and are disclosed

above.

NOTE 15: PROVISIONS

Consolidated

Short-term

Employee

Benefits

$

Long-term

Employee

Benefits

$

Total

$

Opening balance at 1 July 2009 162,011 59,089 221,100

Additional provisions - - -

Amounts used (162,011) (59,089) (221,100)

Balance at 30 June 2010 - - -

Analysis of Total Provisions

Consolidated

2010 $

2009 $

CURRENT

Provision for annual leave - 162,011

Provision for long service leave - 39,334

- 201,345

NON-CURRENT

Provision for long service leave - 19,755

Total provisions - 221,100

Provision for Long-term Employee Benefits

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NOTE 16: ISSUED CAPITAL

Consolidated

2010 $

2009 $

2,228,914,660 (2009: 2,191,258,960) fully paid ordinary shares

21,487,355 21,068,830

6,000,000 (2009: 2,000,000) ordinary shares issued at $0.01 (2009: $0.005) per share

60,000 10,000

27,500,000 (2009: 19,655,700) ordinary shares issued at $0.006 (2009: $0.0159) per share

165,000 312,525

Nil (2009: 16,000,000) ordinary shares issued at $Nil (2009: $0.006) per share

- 96,000

21,712,355 21,487,355

Capital raising costs (1,615,139) (1,615,139)

20,097,216 19,872,216

No. No.

a. Ordinary shares

At start of the year (i) 2,228,914,660 156,625,500

Issued during the year - 2,074,289,160

-- 4 December 2009 (i) 6,000,000

-- 4 December 2009 (ii) 27,500,000 -

Cancelled during the

year

- (2,000,000)

2,262,414,660 2,228,914,660

$

$

(i) 2,000,000 shares each issued to

3 former Non Executive Directors

as approved by Shareholders on

30 November 2009. Total

6,000,000 shares @ $0.01 per

share

$60,000

-

(ii) 27,500,000 shares @ $0.006 per

share issued to Michael Burnett,

former Director, as approved by

Shareholders on 30 November

2009. 165,000 -

Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held.

At the Shareholders‘ meetings each fully paid ordinary share is entitled to one vote when a poll is called, otherwise each Shareholder has one vote on a show of hands.

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b. Performance shares

Consolidated

2010 No.

2009 No.

At the beginning of the reporting period

- Class A - 6,000,000

- Class B - 21,441,176

- 27,441,176

Cancelled during the year

- Class A - 6,000,000

- Class B - 21,441,176

- 27,441,176

At reporting date

- Class A - -

- Class B - -

- -

All performance shares were convertible to ordinary shares. Holders of performance shares were entitled to attend meetings but had no voting rights and do not participate in dividends.

c.

Capital Management

Management controls the capital of the group with the aim of maintaining a good debt to equity ratio,

providing the Shareholders with adequate returns and ensuring that the group can fund its operations

and continue as a going concern.

The group‘s debt and capital includes ordinary share capital, performance shares and financial

liabilities, supported by financial assets.

There are no externally imposed capital requirements.

Management manages the group‘s capital by assessing the group‘s financial risks and adjusting its

capital structure in response to changes in these risks and in the market. These responses include the

management of debt levels, and share issues.

There have been no changes in the strategy adopted by management to control the capital of the group

since the prior year.

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Consolidated

2010 $

2009 $

b. Licence Fee Commitments

Non-cancellable licence fees contracted

for but not capitalised in the financial

statements

Payable:

- not later than 12 months - 14,020

NOTE 17: RESERVES

Options Reserve

$ $

At the beginning of the reporting

period

1,175,040 1,175,040

Issued during the year - -

Transferred to accumulated

reserves

(1,175,040)

-

At reporting date - 1,175,040

The option reserve records items recognised as expenses on valuation of share options.

9,792,000 options were issued at an exercise price of $0.50 per share expiring on or before 30 June

2009 in part consideration for the licence of certain intellectual property.

The options were cancelled on 26 June 2008 as part of the agreements cancelling performance shares

and the balance transferred to retained earnings.

NOTE 18: CAPITAL and LEASING COMMITMENTS

Consolidated

2010 $

2009 $

a. Operating Lease Commitments

Non-cancellable operating property lease contracted for but not capitalised in the financial statements

Payable — minimum lease payments

- not later than 12 months 377,034 161,688

- between 12 months and 5 years 332,040 462,134

709,075 623,822

At balance date, there exist two non-cancellable property leases. One has a 5 year term expiring on 29 February 2012 with an annual base rent of $145,000 adjusted annually for inflation. The second lease has a 3 year term expiring on 31 August 2010 with an annual base rent of $205,920 (including outgoings) adjusted annually for inflation.

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- between 12 months and 5 years - -

- 14,020

Licence fees are prepaid for a web based CRM solution for six months services through a remote internet

browser. The current license expired on 25 September 2009.

c. Capital Expenditure Commitments

The Group has no capital expenditure commitments.

NOTE 19: CONTINGENT LIABILITIES

There are no known contingent liabilities or assets as at balance date.

NOTES 20: SEGMENT INFORMATION

Identification of reportable segments

The group has identified its operating segments based on the internal reports that are reviewed and

used by the Board of Directors (chief operating decision makers) in assessing performance and

determining the allocation of resources.

The group is managed primarily on the basis of service offerings since the diversification of the group‘s

operations inherently have notably different risk profiles and performance assessment criteria.

Operating segments are therefore determined on the same basis.

Reportable segments disclosed are based on aggregating operating segments where the segments

are considered to have similar economic characteristics and are also similar with respect to the

following:

-the products sold and / or services provided by the segment;

-the type and class of customer for the products or service;

-the distribution method;

-and external regulatory requirements.

Types of products and services by segment

Events

The promotion and staging of events and seminars focusing on health, education and financial

strategies.

Financial services

Developing and marketing financial products and services under the Superwoman logo

Asset Finance

The provision of finance for capital acquisitions.

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Basis of accounting for purposes of reporting by operating segments

Accounting policies adopted

Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker with respect

to operating segments are determined in accordance with accounting policies that are consistent to those

adopted in the annual financial statements of the Group.

Inter-segment transactions

The group does not have any transaction between its various segments.

Segment assets

Where an asset is used across multiple segments, the asset is allocated to the segment that receives the

majority of economic value from the asset. In the majority of instances, segment assets are clearly identifiable

on the basis of their nature and physical location.

Segment liabilities

Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the

operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a

whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings.

Unallocated items

Due to the fact that reporting segments operate out of corporate entities, all items of revenue, expense, assets

and liabilities are allocated to a reporting segment.

• The group does not pay income tax due to the losses incurred, however should they have been liable for

income taxes, these would have remained unallocated due to the fact that the group is responsible for this

expense.

Comparative information

This is the first reporting period in which AASB 8: Operating Segments has been adopted. Comparative

information has been stated to conform to the requirements of the Standard.

Events Financial Services Asset Finance Total

(i) Segment performance $ $ $ $

Year ended

30 June 2010

Revenue

External sales 1,322,356 - - 1,322,356

Interest revenue 89,968 - 82,405 172,373

Total segment and group

revenue 1,412,324 - 82,405 1,494,729

Segment and group net

loss before tax (5,938,816) (9,178) 82,405 (5,865,589)

Year ended

30 June 2009

Revenue

External sales 8,109,905 - - 8,109,905

Interest revenue 105,962 - 10,005 115,967

Total segment and group

revenue 8,215,867 - 10,005 8,225,872

Segment and group net

loss before tax (3,229,440) - 10,005 (3,219,435)

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(ii) Segment assets

As at

30 June 2010

Total assets 471,102 86,127 52,510 609,739

As at

30 June 2009

Total assets 7,235,591 - - 7,235,591

(iii) Segment liabilities Events Financial Services Asset Finance Total

$ $ $ $

As at

30 June 2010

Total liabilities 1,307,817 - - 1,307,817

As at

30 June 2009

Total liabilities 2,293,080 - - 2,293,080

(v) Revenue by geographical region

All revenue is earned within Australia.

(vi) Assets by geographical region

All assets are located within Australia.

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NOTE 21: CASH FLOW INFORMATION

Consolidated

2010 $

2009 $

a. Reconciliation of Cash Flow from Operations with (Loss) after Income Tax

(Loss) after income tax (5,865,589) (3,219,435)

Non-cash flows in (Loss)

Doubtful debts - (217,553)

Bad debts written off 77,084 153,342

Depreciation 412,646 83,129

Impairment charges 392,287 123,600

Loss on disposal of plant & equipment 226,043 2,919

Borrowing costs - 96,000

Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries

Decrease/(increase) in trade and other receivables (38,787) 1,264,306

Decrease/(increase) in prepayments & other current assets 324,403 149,783

Decrease/(increase) in inventories - 16,054

(Decrease)/increase in trade payables and accruals (764,163) (782,169)

Increase/(decrease) in deferred revenues - (2,733,965)

Increase / (decrease) in provisions (221,101) 95,626

Cash Flow from Operations (5,457,177) (4,968,363)

b. Non-cash Financing and Investing

Activities

Share issue

33,500,000 fully paid ordinary shares issued for $225,000 to former Directors with the relevant amount recorded as an expense.

c. Acquisition of entities

During the year Superwoman Funds

Management Limited was purchased.

Details of this transaction are:

Purchase consideration: cash 245,330 -

Assets held at acquisition date: cash 85,100 -

Goodwill on consolidation 160,230 -

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NOTE 22: SHARE BASED PAYMENTS

(a) Options

There are no options outstanding as balance date.

(b) Shares

There are no share-based payment arrangements existing at 30 June 2010.

NOTE 23: EVENTS AFTER THE BALANCE SHEET DATE

On 2 July 2010 the Company entered into a licence agreement with Empowernet International Pty Limited to provide third party support in maintaining the Company‘s events management database.

On 2 July 2010 the Company agreed to enter into a bridging loan with Intrasia Capital Pty Limited. The bridging loan was secured against the assets of the Company for a period of 6 months to fund working capital. Upon a change of control the bridging loan is immediately due and payable. The interest rate charge is 13% p.a. and can be capitalised during the term.

On 30 July 2010 Mr Grant Winberg resigned as acting Chief Financial Officer and Executive Director and Mr Jonathan Warrand was appointed Chief Financial Officer and an Executive Director.

On 9 August 2010 Mr Graeme Robertson was appointed Chairman and Non Executive Director, Mr Kim Cannon was appointed Non Executive Director and Mr Rod Minell was appointed Managing Director and Executive Director.

On 11 August 2010 the Company agreed to enter into a bridging loan with FirstMac Limited on similar terms to Intrasia Capital Pty Limited.

On 18 August 2010 a share placement was made to JB Global Pty Limited via the issue of 226,241,466 shares raising $100,000 for working capital for the Company.

On 31 August 2010 the loan from Superwoman Financial Solutions Pty Limited (SFSPL) was forgiven in consideration for the various matters including the Company funding the legal costs on behalf of SFSPL relating to the proceedings in the Federal Court of Australia between SFSPL and Superwoman Pty Limited. SFSPL is not a subsidiary of the Company.

On 29 September 2010 the Company filed a Statement of Claim in the Supreme Court of New South Wales against Mr Colin Grant, a former Director of the Company and C&K Grant Pty Limited alleging a breach of his fiduciary and statutory duties to the Company.

On 29 September 2010 the licence agreement to use the trademark ―Superwoman‖ ended. The Company had a licence to use the trademark from the owner Superwoman Financial Solutions Pty Limited (SFSPL), a non-related company. A Deed of Settlement was signed by SFSPL on 29 September 2010 agreeing the trade marks, licences and domain names be transferred to Superwoman Pty Limited (SPL) on the basis each party releases each party from all claims. Neither SFSPL or SPL are subsidiaries of the Company. SFSPL and the Company have agreed to remove the reference to ―Superwoman‖ within 6 months of the signing of the Deed.

Except for the above, in the opinion of the Directors, there has not arisen in the interval between the end of the financial year and the date of the report, any matter or circumstance that has significantly affected, or may significantly affect the Company‘s operations, results of those operations, or the state of affairs in future financial years.

NOTE 24: RELATED PARTY TRANSACTIONS

Consolidated

2010 $

2009 $

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.

a Intrasia Capital Pty Limited (a company

controlled by Graeme Robertson and

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Jonathan Warrand; both Graeme Robertson and Jonathan Warrand are Directors)

Services rendered and are due and payable 58,238 -

Intrasia Capital Pty Limited - loan to

SPG. Term 2 July 2010 to 2 January 2011. Interest rate 13.0% p.a. Upon change of control it is due and payable 500,000 -

b. FirstMac Limited (a company controlled

by Kim Cannon; both Kim Cannon and Rod Minell are Directors)- loan to SPG. Term 11 August 2010 to 2 January 2011. Interest rate 13.0% p.a. Upon change of control it is due and payable 500,000 -

c. Winberg Trading Co. Pty Limited trading as Australian Secretarial & Accounting Practice (a company

controlled by Grant Winberg) for services rendered acting as Chief Financial Officer, company secretarial and bookkeeping advice to the Company 53,228 -

d. Fortia Management Services Pty Limited (a company controlled by David

Harker) for services rendered acting as Managing Director. 17,958 -

e. 3D Legal Pty Limited trading as Herceg Lawyers (a company controlled by Danny

Herceg) for services rendered in providing legal advice to the Company 26,880 -

f. KMCA Corporate Pty Limited (for the

services of Colin Grant)

Management services rendered. 166,333 166,333

g. Operating Fiscal Strategy Pty Limited

(for the services of David Ross)

Management services rendered. 229,163 219,647

h. FIMA Pty Ltd (a loan given to a company

controlled by persons related to Colin Grant) Interest rate 10% p.a.

Principal outstanding - 540,521

Accrued interest outstanding 29,534 13,328

NOTE 25: FINANCIAL RISK MANAGEMENT

The Group‘s financial instruments consist mainly of deposits with banks, short-term investments, accounts receivable and payable and loans to subsidiaries.

The totals for each category of financial instruments measured in accordance with AASB 139 as detailed in the

accounting policies of these financial statements are as follows;

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Consolidated

2010

$

2009

$

Financial Assets:

Cash and cash equivalents 395,992 5,634,126

Receivables 122,496 406,593

Loans - 540,522

Total Financial Assets 518,488 6,581,241

Financial Liabilities:

Trade and sundry payables 1,307,817 2,071,980

Total Financial Liabilities 1,307,817 2,071,980

Financial Risk Management Policies

The senior management has been delegated responsibility by the Board of Directors for, amongst other issues,

monitoring and managing financial risk exposures of the Group. Senior management monitors the Group‘s

financial risk management policies and exposures and approves financial transactions within the scope of its

authority. It also reviews the effectiveness of internal controls relating to counterparty credit risk, currency risk,

financing risk and interest rate risk. Senior management meets on a regular basis and report to the Board as

required.

The overall risk management strategy seeks to assist the consolidated group in meeting its financial targets,

while minimising potential adverse effects on financial performance which includes the review of the use of

credit risk policies and future cash flow requirements.

Specific financial risk exposures and management

The main risks the Group is exposed to through its financial instruments are credit risk and liquidity risk. The

Group is not exposed to market risk (including interest rate risk, foreign currency risk and commodity and equity

price risk) as it does not have any interest bearing liabilities or liabilities denominated in foreign currencies.

a. Credit risk

Exposure to credit risk relating to financial assets arises from the potential non-performance by

counterparties of contract obligations that could lead to a financial loss to the Group.

Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of

systems for the approval, granting and renewal of credit limits, regular monitoring of exposures against

such limits and monitoring of the financial stability of significant customers and counterparties), ensuring to

the extent possible, that customers and counterparties to transactions are of sound credit worthiness.

Such monitoring is used in assessing receivables for impairment. Depending on the division within the

Group, credit terms are generally 14 to 30 days from the invoice date.

Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit

rating, or in entities that the senior management has otherwise cleared as being financially sound.

Where the Group is unable to ascertain a satisfactory credit risk profile in relation to a customer or

counterparty, the risk may be further managed through title retention clauses over goods or obtaining

security by way of personal or commercial guarantees over assets of sufficient value which can be

claimed against in the event of any default.

Credit Risk Exposures

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The maximum exposure to credit risk by class of recognised financial assets at balance date, excluding

the value of any collateral or other security held, is equivalent to the carrying value and classification of

those financial assets (net of any provisions) as presented in the statement of financial position. Credit

risk also arises through the provision of financial guarantees, as approved at Board level, given to

parties securing the liabilities of certain subsidiaries.

Collateral held by the Group securing receivables is $Nil.

The Group has no significant concentration of credit risk with any single counterparty or group of

counterparties. However, on a geographical basis, the Group has significant credit risk exposures to

Australia given all its operations are within Australia.

Trade and other receivables that are neither past due or impaired are considered to be of high credit

quality.

Credit risk related to balances with banks and other financial institutions is managed by the senior

management in accordance with approved Board policy. Such policy requires that surplus funds are

only invested with counterparties with a Standard & Poor‘s rating of at least AA-.

b. Liquidity risk

Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or

otherwise meeting its obligations related to financial liabilities. The Group manages this risk through the

following mechanisms:

preparing forward looking cash flow analysis in relation to its operational, investing and financing

activities;

monitoring undrawn credit facilities;

obtaining funding from a variety of sources;

maintaining a reputable credit profile;

managing credit risk related to financial assets;

only investing surplus cash with major financial institutions; and

comparing the maturity profile of financial liabilities with the realisation profile of financial assets.

The Group does not currently have a formal policy as regards the proportion of borrowings that should

mature in any 12-month period.

The tables below reflect an undiscounted contractual maturity analysis for financial liabilities.

Cash flows realised from financial assets reflect management‘s expectation as to the timing of realisation.

Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to

settle financial liabilities reflects the earliest contractual settlement dates and does not reflect

management‘s expectations that banking facilities will be rolled forward.

Financial Liability and Financial Asset Maturity Analysis

Within 1 Year Total

2010 2009 2010 2009

Consolidated $ $ $ $

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NOTE 25: FINANCIAL RISK MANAGEMENT Financial liabilities due for payment

Trade and other payables (excluding est. annual leave) 1,307,817 2,071,980 1,307,817 2,071,980

Total expected outflows 1,307,817 2,071,980 1,307,817 2,071,980

Financial assets — cash flows realisable

Cash and cash equivalents 395,992 5,634,126 395,992 5,634,126

Trade, term and loans receivables 122,496 947,115 122,496 947,115

Total anticipated inflows 518,488 6,581,241 518,488 6,581,241

Net (outflow)/inflow on financial instruments (789,329) (4,509,261) (789,329) (4,509,261)

Financial assets pledged as collateral

During the year, there were no financial assets pledged as security for debt by the Group.

Fair Value estimation

The carrying amount of financial assets and financial liabilities recorded in the financial statements represents

their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1 to the

financial statements.

NOTE 26: PARENT ENTITY DISCLOSURES

The Corporations Amendment (Corporate Reporting Reform) Act 2010 (Cth) (Amendment Act) received Royal Assent on 28 June 2010. The Amendment Act will not require the consolidated group to prepare detailed financial statements for the parent entity for the year ended on or after 30 June 2010. Following are the disclosure requirements for the parent entity -

Statement of Comprehensive Income

Parent Entity

2010 $

2009 $

Profit / (loss) for the year (5,938,816) (3,229,442)

Other comprehensive income for the year, net of tax - -

Total comprehensive income / (loss) for the year (5,938,816) (3,229,442)

Statement of Financial Position

ASSETS

Total current assets 481,107 6,741,138

Total non-current assets 85,400 484,447

Total assets 566,507 7,225,585

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NOTE 26: PARENT ENTITY DISCLOSURES

LIABILITIES

Total current liabilities 1,347,817 2,273,325

Total non-current liabilities - 19,755

Total liabilities 1,347,817 2,293,080

NET ASSETS / (LIABILITIES) (781,310) 4,932,505

EQUITY

Issued capital 20,097,216 19,872,216

Reserves - 1,175,040

Accumulated losses (20,878,216) (16,114,751)

Total equity (781,310) 4,932,505

NOTE 27: COMPANY DETAILS

The registered office and principal place of business of the Company is:

Superwoman Group Limited

Suite 2001, Level 20, 264 George Street, Sydney NSW 2000

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DIRECTORS’ DECLARATION The Directors of the Company declare that:

1.

The financial statements and notes, as set out on pages 25-57, are in accordance with the

Corporations Act 2001 and:

a)

comply with Accounting Standards; and

b)

give a true and fair view of the financial position as at 30 June 2010 and of the performance for the year ended on that date of the Company and consolidated group;

2.

The Managing Director and the Chief Financial Officer have each declared that:

a)

the financial records of the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;

b)

the financial statements and notes for the financial year comply with the Accounting Standards; and

c)

The financial statements and notes for the financial year give a true and fair view.

3.

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, as disclosed in note 1(A) to the

financial report.

Signed in accordance with a resolution of the Directors.

Graeme Robertson Chairman

Sydney, 30 September 2010

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INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SUPERWOMAN GROUP LIMITED

Report on the Financial Report

We have audited the accompanying financial report of Superwoman Group Limited which comprises the statement of financial position as at 30 June 2010, 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 and other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year.

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 control 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 1, the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards (IFRS) ensures that the financial report, comprising the financial statements and notes, complies with IFRS.

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 judgment, 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 opinion.

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Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s Opinion

In our opinion:

a. the financial report of Superwoman Group 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 2010 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 1.

Material Uncertainty Regarding Continuation as a Going Concern

Without qualifying our opinion, we draw attention to Note 1a in the financial statements which indicates that the consolidated entity incurred a net loss of $5,865,589 for the year ended 30 June 2010 and as of that date had a deficiency in net assets of $698,078. This condition along with other matters as set forth in Note 1a indicates the existence of a material uncertainty which may cast doubt about the consolidated entity’s ability to continue as a going concern and to realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 12 to 18 of the directors’ report for the year ended 30 June 2010. 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 Superwoman Group Limited for the year ended 30 June 2010, complies with Section 300A of the Corporations Act 2001.

Hall Chadwick

Level 29, 31 Market Street

Sydney, NSW 2000

DREW TOWNSENDPartner

Dated: 30 September 2010

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Shareholder information required by the Australian Securities Exchange Listing Rules and not

disclosed elsewhere in the Report Is set out below and is applicable as at 5 August 2010.

1. Shareholding

a. Distribution of Shareholders Ordinary Fully Paid

Category (size of holding) Number of

Holders

Number of

Shares

1 – 1,000 6 4,190

1,001 – 5,000 55 213,842

5,001 – 10,000 342 3,370,700

10,001 – 100,000 137 4,745,184

100,001 – and over 87 2,254,080,744

627 2,262,414,660

b. The number of shareholdings held in less than marketable parcels (<250,000) is 555.

c. The names of the substantial Shareholders listed in the holding Company‘s register as at 5

August 2010 are:

Number

Shareholder Ordinary

Intrasia Capital Pte Limited 773,976,957

Operating Fiscal Strategy Pty Ltd 506,637,910

C & K Grant Pty Ltd 253,318,955

WM Jackers Pty Ltd 253,318,955

Mr Francis Albert Robertson 154,909,259

d. Voting Rights

The voting rights attached to each class of equity security are as follows:

Ordinary shares

- Each fully paid ordinary share is entitled to one vote when a poll is called, otherwise

each member present at a meeting or by proxy has one vote on a show of hands.

Performance shares

- These shares have no voting rights.

Options

- There are no voting rights attached to any options.

e. 20 Largest Shareholders — Ordinary Shares

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Name Number of

Ordinary Fully

Paid Shares Held

% Held of Issued

Ordinary Capital

1. INTRASIA CAPITAL PTE LIMITED 773,976,957 34.21 2. OPERATING FISCAL STRATEGY PTY LIMITED

<ROSS FAMILY A/C> 506,637,910 22.39 3. C & K GRANT PTY LIMITED <C & K GRANT

FAMILY A/C> 253,318,955 11.20 4. WM JACKERS PTY LIMITED <SENTINEL

DISCRETIONARY A/C> 253,318,955 11.20 5. MR FRANCIS ALBERT ROBERTSON 154,909,259 6.85 6. TAN CHING KHOON 57,837,964 2.56 7. MILLION FRIEND LIMITED 49,506,700 2.19 8. KMA MANAGEMENT PTY LTD 27,500,000 1.22 9. AR AUSTRALASIA PTY LTD <THE

EMPOWERNET UNIT A/C> 25,640,667 1.13 10. FIRST CAPITAL GROUP LIMITED 24,278,000 1.07 11. INVICTUS INVESTMENT PTY LTD 11,000,000 0.49 12. MR GRAEME LANCE ROBERTSON 10,127,617 0.45 13. FOCAL POINT INTERNATIONAL HOLDINGS PTY

LTD 10,000,000 0.44 14. MAKIR PTY LTD 9,957,100 0.44 15. MS ELLEN TEJA 8,781,367 0.39 16. MS. MONICA DERRER & MR MARC DUSSALT

<AUST EXPONENTIAL S/F A/C> 7,062,000 0.31 17. CRAMFORD PTY LTD <CRAMFORD DISCRET

NO 1 A/C> 6,570,000 0.29 18. MR ANDREW JACOBSON + MS SIMONE

JACOBSON <BUTTERFLY MOUNTAIN S/F A/C> 4,981,800 0.22 19. MRS ROSE FIGTREE 4,589,036 0.20 20. MARCUS OTTO LUER 4,000,000 0.18

2,203,994,287 97.42

2. Stock Exchange Listing

Quotation has been granted for 2,261,414,660 ordinary shares of the Company on the Australian

Securities Exchange.

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for personal use only - asx.com.au · 30 june 2010 for personal use ... treasury, risk management...

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