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ASX ANNOUNCEMENT 28 FEBRUARY 2013
INTERIM FINANCIAL RESULTS
1
In accordance with Listing Rule 4.2A, the Interim Financial Report for the six months ended 31 December 2012 andAppendix 4D – Half Year Report of Qanda Technology Ltd (ASX: QNA) follow this announcement. This information isto be read in conjunction with the annual report for the year ended 30 June 2012.
AUTHORISED BY:
Nathan GyaneshwarCEOQanda Technology LtdEmail: [email protected]
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QANDA TECHNOLOGY LTD
Appendix 4D
Half Year Reportfor the period ended 31 December 2012
Results for announcement to the Market
CurrentPeriod
(31 Dec 2012)$’000 Percentage Change
PreviousCorresponding
Period(31 Dec 2011)
$’000
Revenue from ordinary activities1
1,591 (6.36)% 1,6992
Loss from ordinary activities after tax attributableto members
3(199) (48.84%) (389)
4
Net profit/(loss) for the period attributable tomembers 2,045 (1143.37%) (196)
Notes:
1. Revenue from continuing operations has been disclosed as revenue from ordinary activities.2. Previous corresponding period has been restated to disclose revenue from continuing operations as revenue
from ordinary activities.3. Net loss for the period from continuing operations has been disclosed as loss from ordinary activities after tax
attributable to members.4. Previous corresponding period has been restated to disclose net loss for the period from continuing operations
as loss from ordinary activities after tax attributable to members.
DividendsAmount per security Percentage Franked
Current period:
Interim Dividend Nil N/A
Date the Dividend is Payable: N/A
Record Date for determining entitlements to the Dividend: N/A
Prior corresponding period:
Interim Dividend Nil N/A
Net Tangible Assets per SecurityCurrent Period(31 Dec 2012)
Previous CorrespondingPeriod
(30 Jun 2012)
Cents per ordinary share (0.11) cents (0.37) cents
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Discontinued Operation
Name of entity
(a) Webspy (Australia) Pty Ltd;(b) Webspy USA Inc;
(c) Webspy Ltd
The date of disposal 12 November 2012
Current Period(31 Dec 2012)
PreviousCorresponding Period
(31 Dec 2011)$ $
Profit attributable to owners of the parent entity fromdiscontinuing operations 2,244,373 193,454
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Q A N D A T E C H N O L O G Y L T DACN 066 153 982
I N T E R I M F I N A N C I A L R E P O R T
3 1 D E C E M B E R 2 0 1 2
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Q A N D A T E C H N O L O G Y L T D
A C N 0 6 6 1 5 3 9 8 2
I N T E R I M F I N A N C I A L R E P O R T – 3 1 D E C E M B E R 2 0 1 2
C o n t e n t s P a g e
Directors’ Report .............................................................................................................................................................................. 1
Auditor’s Independence Declaration ................................................................................................................................................ 3
Interim Financial Report
Condensed Statement of Comprehensive Income.................................................................................................................. 4
Condensed Statement of Financial Position............................................................................................................................ 5
Condensed Statement of Changes in Equity ........................................................................................................................... 6
Condensed Statement of Cash Flows ...................................................................................................................................... 7
Notes to the Condensed Financial Statements ....................................................................................................................... 8
Directors’ Declaration..................................................................................................................................................................... 14
Independent Auditor’s Review Report ........................................................................................................................................... 15
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[1]
DIRECTORS’ REPORT
The Directors present the financial report of the consolidated entity consisting of Qanda Technology Ltd (the Company or ParentEntity) and its controlled entities (the consolidated entity or Group) for the half-year ended 31 December 2012 and theindependent auditor’s review report thereon:
1. Directors
The Directors of the Company at any time during or since the end of the interim period and until the date of this report are notedbelow.
Name Period of directorship
Mr Nathan Gyaneshwar Director since November 2010CEO/Managing Director
Mr Ben Donovan Director since November 2009Non-Executive Director
Mr Kim Redstall Director since November 2009Non-Executive Director
2. Results
The net profit after tax of the Group for the half-year was $2,045,118 (2011: loss of $195,262). The improvement in the net profitafter tax relates to the disposal of the WebSpy group of companies for a pre-tax accounting gain of $2,110,072.
3. Review of Activities
Overview
During the December 2012 quarter, the Company received an unsolicited approach to divest the WebSpy business unit. Followingconsultation with ASX regarding the proposed transaction, the Company entered into a share sale agreement with US-basedFastvue Inc, to divest its 100% interest in the WebSpy business unit comprising the Australian, US and UK subsidiaries and the IP tothe WebSpy software on a going concern basis.
The disposal of the WebSpy business unit was settled on 12 November 2012, with the Company receiving the cash consideration ofA$800,000 from Fastvue and the divestment contributing a net profit of $2.11M to the overall results of the Group.
The financial position of the Group has improved during the half-year with working capital increasing by $1.17M to $627K to 31December 2012. The increase in net assets principally comprised an increase in cash and cash equivalents of $1.053M due to thesale of Webspy units and a decrease in trade and other creditors of $0.362M due to settlement of outstanding payables.
The net cash position improved by $605k in the period due to the disposal of the Webspy Business.
WebSpy business unit
The Webspy Business has been disposed of in its entirety. This disposal was effective 12th
November 2012.
Marketboomer business unit
The progress in China continues to develop with Marketboomer entering into a reciprocal marketing arrangement with AlibabaChina’s Internet-based hotel suppliers division, jiudian.1688.com. during the half-year. The marketing arrangement providesMarketboomer’s hotel customers with access to Alibaba’s thousands of registered hotel suppliers. Marketboomer is now listed onAlibaba's website as a partner (jiudian.china.alibaba.com).
The challenges of doing business in China as a non-Chinese company are being mitigated by working with local partners andstrengthening our in-house team through the employment of local staff.
The Marketboomer team is actively developing a directory service specifically for hotel customers to source products and thesuppliers that supply those products. Management envisages that such a directory will strengthen Marketboomer’s extensivecentral catalogue. Commencing with locally branded online directories in China and Australia, management intends to utilise thisdirectory as a lead generation tool to attract new buyers of the Purchase Plus system and hotel suppliers as well as to buildadvertising and directory revenues.
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DIRECTORS’ REPORT
Marketboomer business unit (continued)
Marketboomer’s Purchase Plus system is proving its attractiveness with many promising leads being cultivated followingdemonstrations of the new platform and its multilingual capability. Rollouts are continuing throughout Australia and China, witheight customers having transitioned to the platform since the launch in April 2012.
Investment will be made in our online presence in the March 2013 quarter in addition to the development of the aforementionedonline directories. Additional leverage of our new platform to provide value added services such as price benchmarking andconsolidated reporting are being incorporated into the Purchase Plus system’s overall offering.
Management is also exploring strategic expansion opportunities for the Group, considering acquisition, merger and joint ventureopportunities, both in Australia and overseas, with a view to building a foundation for the generation of sustainable growth inrevenue and earnings.
4. Auditor’s independence declaration under Section 307C of the Corporations Act 2001
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with anIndependence Declaration in relation to the review of the interim financial report. This Independence Declaration is set out onpage 3 and forms part of this Directors’ Report for the half-year ended 31 December 2012.
This report is signed in accordance with a resolution of the Board of Directors made pursuant to section 306(3) of the CorporationsAct 2001.
Nathan GyaneshwarCEO/Managing Director
Dated at Sydney, New South Wales, this 28th
day of February 2013.
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HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4 130 Stirling Street Perth 6000 PO Box 8124 Perth BC 6849 Western Australia. Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a world-wide organisation of accounting firms and business advisers
3
AUDITOR’S INDEPENDENCE DECLARATION As lead auditor for the review of the financial report of Qanda Technology Limited for the half-year ended 31 December 2012, I declare that to the best of my knowledge and belief, there have been no contraventions of: a) the auditor independence requirements of the Corporations Act 2001 in relation to the review;
and b) any applicable code of professional conduct in relation to the review.
Perth, Western Australia M R W OHM 28 February 2013 Partner, HLB Mann Judd
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CONDENSED STATEMENT OF COMPREHENSIVE INCOMEFOR THE HALF-YEAR ENDED 31 DECEMBER 2012
ConsolidatedNote 31 Dec 2012
$31 Dec 2011
$
Revenue 1,590,663 1,698,976Cost of sales (342,773) (348,095)
Gross profit 1,247,890 1,350,881
Other income 3,101 278Corporate and administrative expenses (1,095,755) (1,397,450)Technical expenses (189,977) (24,567)Research and development expenses (134,754) (200,871)
Results from operating activities (169,495) (271,729)
Finance income 6,014 4,791Finance costs (47,901) (74,422)
Net financing costs (41,887) (69,631)
Loss before income tax (211,382) (341,360)
Income tax benefit/(expense) 12,127 (47,356)
Loss from continuing operations (199,255) (388,716)
Discontinued operation
Profit from discontinued operation 7 2,244,373 193,454
Profit/(Loss) for the period 2,045,118 (195,262)
Other comprehensive incomeItems which may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 9,402 (18,538)
Reclassification adjustments:
Exchange differences reclassified on disposal of foreign operations (535,226) -
Total comprehensive profit (loss) for the period 1,519,294 (213,800)
Profit/(Loss) for the period is attributable to:
Non-controlling interest 563 364Owners of the parent 2,044,555 (195,626)
2,045,118 (195,262)
Total comprehensive profit (loss) for the period is attributable to:
Non-controlling interest 563 364Owners of the parent 1,518,731 (214,164)
1,519,294 (213,800)
Loss per share for loss attributable to the ordinary equity holders ofthe parent:
Basic earnings/(loss) per share (cents) 0.28 (0.03)
Basic earnings/(loss) per share from continuing operations (cents) (0.03) (0.06)
The condensed statement of comprehensive income is to be read in conjunction with the accompanying notes.
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CONDENSED STATEMENT OF FINANCIAL POSITIONAS AT 31 DECEMBER 2012
Consolidated
Note31 Dec 2012
$30 Jun 2012
$
CURRENT ASSETS
Cash and cash equivalents 1,080,826 386,375Trade and other receivables 952,089 1,045,197Other current assets 44,488 -
TOTAL CURRENT ASSETS 2,077,403 1,431,572
NON-CURRENT ASSETS
Trade and other receivables 85,002 310Property, plant and equipment 31,838 71,727Intangible assets 3,618,363 3,632,498Deferred tax assets 99,791 99,791
TOTAL NON-CURRENT ASSETS 3,834,994 3,804,326
TOTAL ASSETS 5,912,397 5,235,898
CURRENT LIABILITIES
Trade and other payables 384,507 746,777Other current liabilities 8 608,001 734,420Borrowings 76,617 81,898Short-term provisions 9 381,429 348,894Income tax payable - 63,445
TOTAL CURRENT LIABILITIES 1,450,554 1,975,434
NON-CURRENT LIABILITIES
Borrowings 1,096,748 1,133,551Other non-current liabilities - 167,822Long-term provisions 9 49,685 187,874Redeemable Convertible Notes 10 435,629 432,303Deferred tax liabilities 99,791 99,791
TOTAL NON-CURRENT LIABILITIES 1,681,853 2,021,341
TOTAL LIABILITIES 3,132,407 3,996,775
NET ASSETS 2,779,990 1,239,123
EQUITY
Issued capital 11 21,298,285 21,276,712Reserves (333,010) 192,814Accumulated losses (18,219,452) (20,264,007)
Total equity attributable to the owners of the parent 2,745,823 1,205,519Non-controlling interests 34,167 33,604
TOTAL EQUITY 2,779,990 1,239,123
The condensed statement of financial position is to be read in conjunction with the accompanying notes.
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CONDENSED STATEMENT OF CHANGES IN EQUITYFOR THE SIX MONTHS ENDED 31 DECEMBER 2012
ConsolidatedIssuedcapital
$
OptionPremium
ShareReserve
$
ForeignCurrency
TranslationReserve
$
AccumulatedLosses
$
Owners ofthe Parent
$
Non-controlling
interest$
Total$
Balance as at 1 July 2012 21,276,712 86,000 106,814 (20,264,007) 1,205,519 33,604 1,239,123
Profit for the period - - - 2,044,555 2,044,555 563 2,045,118Other comprehensive income - - (525,824) - (525,824) - (525,824)
Total comprehensive loss for the period - (525,824) 2,044,555 1,518,731 563 1,519,294
Issue of share capital 21,573 - - - 21,573 - 21,573
Balance as at 31 December 2012 21,298,285 86,000 (419,010) (18,219,452) 2,745,823 34,167 2,779,990
Balance as at 1 July 2011 20,876,712 86,000 256,307 (19,526,516) 1,692,503 33,247 1,725,750
Loss for the period - - - (195,626) (195,626) 364 (195,262)Other comprehensive income - - (18,538) - (18,538) - (18,538)
Total comprehensive loss for the period - (18,538) (195,626) (214,164) 364 (213,800)
Issue of share capital 100,000 - - - 100,000 - 100,000
Balance as at 31 December 2011 20,976,712 86,000 237,769 (19,722,142) 1,578,339 33,611 1,611,950
The condensed statement of changes in equity is to be read in conjunction with the accompanying notes.For
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CONDENSED STATEMENT OF CASH FLOWSFOR THE SIX MONTHS ENDED 31 DECEMBER 2012
ConsolidatedNote 31 Dec 2012
$31 Dec 2011
$
Cash flows from operating activities
Receipts from customers 2,530,862 2,876,145Payments to suppliers and employees (2,530,220) (2,879,908)Interest received 6,016 4,808Interest paid (48,026) (74,539)
Net cash (used in) operating activities (41,368) (73,494)
Cash flows from investing activities
Payments for property, plant and equipment (35,768) (16,068)Proceeds from sale of business, less cash disposed of 7 820,202 -Loans repaid by other entities - 15,848
Net cash provided by/(used in) by investing activities 784,434 (220)
Cash flows from financing activities
Repayment of borrowings (42,085) (52,439)
Net cash (used in) financing activities (42,085) (52,439)
Net decrease in cash held 700,981 (126,153)
Cash and cash equivalents at the beginning of the period 386,375 519,969
Effect of exchange rate fluctuations (6,530) 139,641
Cash and cash equivalents at the end of the period 1,080,826 533,457
The condensed statement of cash flows is to be read in conjunction with the accompanying notes.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
1. REPORTING ENTITY
Qanda Technology Ltd (the Company) is a company domiciled in Australia. Qanda Technology Ltd is a company limited by sharesincorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The consolidated interimfinancial report as at and for the half-year ended 31 December 2012 comprises the Company and its subsidiaries (together referredto as the consolidated entity or Group).
The annual financial report of the consolidated entity for the year ended 30 June 2012 is available upon request from theCompany’s registered office or may be viewed on the Company’s website, www.qandatechnology.com.
2. STATEMENT OF COMPLIANCE
The consolidated interim financial statements are general purpose financial statements which has been prepared in accordancewith the requirements of the Corporations Act 2001, applicable accounting standards including AASB 134 ‘Interim FinancialReporting’, Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board(‘AASB’). Compliance with AASB 134 ensures compliance with IAS 34 ‘Interim Financial Reporting’.
These interim financial statements do not include full disclosures of the type normally included in an annual financial report.Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flowsof the group as in the full financial report.
It is recommended that this interim financial report be read in conjunction with the annual financial report for the year ended 30June 2012 and considered together with any public announcements made by Qanda Technology Ltd during the half-year ended 31December 2012 in accordance with the continuous disclosure requirements arising under the Corporations Act 2001 and the ASXListing Rules.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reportingperiod.
3. BASIS OF PREPARATION
The interim financial statements have been prepared on the accruals basis and the historical cost basis. All amounts are presentedin Australian dollars, unless otherwise noted.
For the purpose of preparing the interim financial statements, the half-year has been treated as a discrete reporting period.
Going concern
The consolidated entity has net current assets of $626,849 (30 June 2012: net current liabilities of $543,862). The net currentposition includes the sale of the Webspy business unit in November 2012 for total consideration of $1,053,564.
This consideration comprised of immediate cash proceeds of $800,000 and a further cash payment in relation to a net operatingsurplus adjustment of $128,564 as determined at the settlement date. All the proceeds from the latter have been received. Theagreement provides for up to a further $250,000 based on the following formula:
If, on each six (6) month anniversary following the Settlement Date (each a Half Yearly Date) the total revenue for theprevious six months period from the sale, licencing, renewal or upgrade of WebSpy products by any means whatsoever,equals or exceeds $525,000, then 35% of the portion of any revenue that exceeds $525,000 (exclusive of GST or sales taxes)shall be paid by the Purchaser to the Vendor within 14 days of the relevant six monthly period and shall continue inperpetuity until the total deferred consideration payable to the Vendor has been paid in full.
The Directors’ best estimate for the amount receivable is $125,000.
The Directors are of the opinion that the improved conditions in addition to the continued focus on cash flows in the six monthsended 31 December 2012 provide sufficient funds to support the consolidated entity. The Directors are therefore confident thatthe consolidated entity will be able to continue as a going concern in the future and therefore realise its assets and extinguish itsliabilities in the ordinary course of business and at amounts stated in the financial statements.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
4. SIGNIFICANT ACCOUNTING JUDGMENTS AND KEY ESTIMATES
The preparation of the interim financial statements requires management to make judgments, estimates and assumptions thataffect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual resultsmay differ from these estimates.
Except for the following, in preparing this consolidated interim financial statements, the significant judgments made bymanagement in applying the consolidated entity’s accounting policies and the key sources of estimation uncertainty were the sameas those that applied to the consolidated financial statements as at and for the year ended 30 June 2012.
Impairment assessment of goodwill:
As required by AASB 134 Interim Financial Reporting, an impairment assessment in relation to goodwill recorded of $3,296,593 wascompleted. Goodwill acquired through business combinations and patents have been allocated to and are tested at the level of theMarketboomer cash generating unit, which is both an operating segment and a reportable segment for impairment testing.
The recoverable amount of the Marketboomer unit is determined based on a value-in-use calculation using cash flow projectionsas at 31 December 2012 based on financial budgets approved by management covering a five-year period.
The calculation of value-in-use for the Marketboomer unit was based on the following key assumptions:
Future cash flows estimated based on past performance and expectations for the future, including planned entrancesinto new regions and securing of new or expansion of existing clients;
A pre-tax, risk-adjusted discount rate of 15.0% having regard to the weighted average cost of capital of the Group; and
Cash flows for the five-year period are extrapolated using a 3.5% growth rate for expenses, 4.0 % for revenue growth inthe key markets of Thailand and China and 3.5% for Australia.
If any of the assumptions above were to significantly change this may have a material impact on the outcome of the value-in-usecalculation. However, there were no reasonably possible changes in any of the key assumptions that would have caused thecarrying amount of the intangibles allocated to the Marketboomer unit to exceed their recoverable amount.
5. ADOPTION OF NEW AND REVISED ACCOUNTING STANDARDS
In the half-year ended 31 December 2012, the Directors have reviewed all of the new and revised Standards and Interpretationsissued by the AASB that are relevant to the company's operations and effective for annual reporting periods beginning on or after 1July 2012.
It has been determined by the Directors that there is no impact, material or otherwise, of the new and revised Standards andInterpretations on the Company and, therefore, no change is necessary to Group accounting policies.
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2012. As a result of this review the Directors have determined that there is no impact, material orotherwise, of the new and revised Standards and Interpretations on the Company and, therefore, no change necessary to Groupaccounting policies.
6. SEGMENT INFORMATION
The Group had one reportable segment at the end of the period being the Marketboomer group of companies. The Webspybusiness unit was sold in November 2012 (see note 7). The Group has identified its segment based on the internal reports that arereviewed on a monthly basis and used by the executive management team (the chief operating decision maker) in assessingperformance and in determining the allocation of resources.
The Group now operates predominantly in one business segment being the provision of internet based procurement and materialsmanagement systems. Accordingly, under the management approach outlined above only one operating segment has beenidentified and no further disclosure is required in the interim financial statements.
The Group has not presented geographical information as the necessary information is not available and management believes thecost to develop such information would be excessive.
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
7. DISCONTINUED OPERATION
In November 2012, the Group entered into a share sale agreement with US-based Fastvue Inc, to divest its 100% interest in theWebspy business unit comprising the Australian, US and UK Subsidiaries and the intellectual property of the Webspy software on agoing concern basis. The transaction settled on 12 November 2012, with the Group receiving consideration comprising immediatecash proceeds of $800,000, a further cash payment in relation to a net operating surplus adjustment of $128,564 as determined atthe settlement date of which all the proceeds have been received and up to a further $250,000 based on the following formula:
If, on each six (6) month anniversary following the Settlement Date (each a Half Yearly Date) the total revenue for theprevious six months period from the sale, licencing, renewal or upgrade of WebSpy products by any means whatsoever,equals or exceeds $525,000, then 35% of the portion of any revenue that exceeds $525,000 (exclusive of GST or sales taxes)shall be paid by the Purchaser to the Vendor within 14 days of the relevant six monthly period and shall continue inperpetuity until the total deferred consideration payable to the Vendor has been paid in full.
The Directors’ best estimate for the amount receivable is $125,000.
Total gain on disposal Period ended Period ended
The amount attributable to discontinued 31 Dec 2012 31 Dec 2011
operations is: $ $
Profit after tax from discontinued operations (iv) 134,301 193,454
Gain on disposal (i) 2,110,072 -
2,244,373 193,454
(i) Consideration received or receivable 31 December
2012
$
Cash 800,000
Net operating surplus adjustment 128,564
Contingent consideration component 125,000
Total disposal consideration 1,053,564
Net liabilities disposed of 1,056,508
Gain on disposal before income tax 2,110,072
Income tax expense -
Gain on disposal after income tax 2,110,072
(ii) Net liabilities as at date of sale
The carrying amounts of assets and liabilities as at the
date of sale in November 2012 were:
Cash and cash equivalents 77,513
Trade and other receivables 139,364
Property, plant and equipment 9,893
Trade and other payables (192,407)
Deferred income (480,860)
Employee provisions (74,785)
Net liabilities (521,282)
Exchange differences reclassified on disposal of business unit (535,226)
Total (1,056,508)
(iii) Net cash inflow on disposal
The cash inflow on disposal is:
Cash consideration received 897,715
Net cash and cash equivalents disposed of (77,513)
Net cash inflow on disposal (refer statement of cash flows) 820,202
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
7. DISCONTINUED OPERATION (cont'd)
(iv) Financial performance and cash flow information
The financial performance and cash flow information presented are for the period
from 1 July 2012 until the date of disposal being 12 November 2012.
Period ended Period ended
12 Nov 2012 31 Dec 2011
$ $
Financial performance from discontinued operation
Revenue 419,558 647,440
Expenses (285,257) (453,986)
Profit before tax from discontinued operations 134,301 193,454
Income tax expense - -
Profit after tax from discontinued operations 134,301 193,454
Cash flows from discontinued operation
Net cash flow from operating activities 105,448 206,112
Net cash from investing activities 821,785 (3,115)
Net cash flow from financing activities - -
927,233 202,997
8. OTHER CURRENT LIABILITIES31 Dec 2012
$30 Jun 2012
$
Deferred income 608,001 734,420
Deferred income consists of licence fees paid in advance.
9. PROVISIONS31 Dec 2012
$30 Jun 2012
$
CurrentLiability for employee benefits 381,429 348,894
Non-CurrentLiability for employee benefits 49,685 187,874
10. REDEEMABLE CONVERTIBLE NOTES Maturity Date 31 Dec 2012 30 Jun 2012$ $
Non-Current
Redeemable convertible notes 2014 435,629 432,303For
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
11. ISSUED CAPITAL 31 Dec 2012$
30 Jun 2012$
779,099,600 (30 June 2012: 713,706,375) fully paid ordinary shares 21,298,285 21,276,712
(a) Ordinary shares
The following movements in issued capital occurred during the six months ended 31 December:
2012 2011Number of
Shares $Number of
Shares $
At beginning of period 713,706,375 21,276,712 618,706,375 20,876,712Issued as per 2010 subscription agreementadjustment clause 40,000,000 - - -Issued as per 2010 subscription agreementadjustment clause 20,000,000 - - -Issue of shares at $0.004 each for servicesrendered 5,393,225 21,573 - -Issue of shares at $0.005 by shareholderapproval for services rendered - - 20,000,000 100,000
At end of period 779,099,600 21,298,285 638,706,375 20,976,712
(b) Options
No options were issued during the period.
At the date of this report, unissued ordinary shares of the Company under option are:
ClassExpiryDate
ExercisePrice Number of Options
Unlisted Options 12 October 2013 $0.02 10,000,000Unlisted Options 13 October 2013 $0.02 5,000,000Unlisted Options 1 November 2013 $0.02 10,000,000
These options do not entitle the holder to participate in any share issue of the Company or any other entity.No options were exercised during the period.
12. COMMITMENTS AND CONTINGENCIES
The changes to the commitments and contingencies disclosed in the most recent annual report are specified below. Other than thechanges mentioned, all other commitments and contingencies remain consistent with those disclosed in the 2012 annual financialreport.
Service commitments
The Group has entered into a contract for hosting and management services on certain items of equipment. Commitments for thepayment of hosting and management services under a long-term contract in existence at the reporting date but not recognised asliabilities, payable:
31 Dec 2012$
30 Jun 2012$
Within one year 155,286 310,572After one year but not more than five years - -
155,286 310,572
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NOTES TO THE CONDENSED FINANCIAL STATEMENTS
12. COMMITMENTS AND CONTINGENCIES (cont'd)
Remuneration commitments
Commitments for the payment of salaries and other remuneration under long-term employment contracts in existence at thereporting date but not recognised as liabilities, payable:
31-Dec-12$
30 Jun 2012$
Within one year 220,180 209,280After one year but not more than five years 110,090 209,280
330,270 418,560
Contingencies
The Group does not have any contingent liabilities at balance and reporting dates.
13. EVENTS SUBSEQUENT TO REPORTING DATE
There have been no significant events occurring after the balance date which may affect either the Company's operations orresults of these operations of the Company's state of affairs.
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DIRECTORS’ DECLARATION
In the opinion of the Directors of Qanda Technology Ltd:
1. the financial statements and notes, set out on pages 4 to 13, are in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2012 and itsperformance for the half-year ended on that date; and
(b) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professionalreporting requirements.
2. there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due andpayable.
This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to section 303(5) of theCorporations Act 2001.
Nathan GyaneshwarCEO/Managing Director
Dated at Sydney, New South Wales this 28th
day of February 2013.
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HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: [email protected]. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of
International, a worldwide organisation of accounting firms and business advisers.
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INDEPENDENT AUDITOR’S REVIEW REPORT To the members of Qanda Technology Limited Report on the Condensed Half-Year Financial Report We have reviewed the accompanying half-year financial report of Qanda Technology Limited (“the company”) which comprises the condensed statement of financial position as at 31 December 2012, the condensed statement of comprehensive income, condensed statement of changes in equity and condensed statement of cash flows for the half-year ended on that date, notes comprising 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 half-year end or from time to time during the half-year. Directors’ responsibility for the half-year financial report The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2012 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of the company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.
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Matters relating to the electronic presentation of the reviewed half-year financial report This review report relates to the half-year financial report of the consolidated entity for the half-year ended 31 December 2012 included on the company’s website. The company’s directors are responsible for the integrity of the company’s website. We have not been engaged to report on the integrity of this website. The review report refers only to the half-year financial report identified above. It does not provide an opinion on any other information which may have been hyperlinked to/from the half-year financial report. If users of the half-year financial report are concerned with the inherent risks arising from publication on a website they are advised to refer to the hard copy of the reviewed half-year financial report to confirm the information contained in this website version of the half-year financial report. Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Qanda Technology Limited is not in accordance with the Corporations Act 2001 including: a) giving a true and fair view of the consolidated entity’s financial position as at 31 December
2012 and of its performance for the half-year ended on that date; and b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the
Corporations Regulations 2001.
HLB MANN JUDD Chartered Accountants
Perth, Western Australia 28 February 2013
M R W OHM Partner
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