Rules 4.3A Preliminary Final Report Name of entity and its controlled entities ( the Group ) ACN Reporting Period Previous Corresponding Period 006 222 395 Year ended 30 June 2015 Year ended 30 June 2014 Results for announcement to the market $A 000 Revenues from continuing operations Down 42% to 163 Loss from continuing operations after tax Up 237% to (1,395) Loss for the year attributable to members Up 237% to (1,395) Dividends (distributions) Amount per security Franked amount per security Final and interim dividend None - Record date for determining entitlements to the dividend N/A Commentary on the results for the period The loss for the year comprised of administrator and Deed of Company Arrangement costs incurred prior to the reinstatement of the Company on the ASX. Page 1 C:\Users\paul\Dropbox\Boardroom Capital\SFN\FINANCIALS\Quarterlys\150827-STANF01 2015 Preliminary Final Report.doc
PRELIMINARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015 Notes Revenue Revenue from continuing operations 2 163,255 283,685 Total revenue and income 163,255 283,685 Expenses Employment and contractor costs (419,983) (369,449) Occupancy expenses (29,725) (82,866) Professional fees (272,110) (110,663) Impairment of available-for-sale investments (156,246) (142,596) Provision for doubtful debts - (32,400) General and administration expenses (93,160) (114,144) Finance costs 2 (83,625) (19,389) Administrator and DOCA costs (502,942) - Total expenses (1,557,791) (871,507) Profit / (loss) before income tax expense (1,394,536) (587,822) Income tax expense / (benefit ) - - Profit / (loss) after income tax expense for the year (1,394,536) (587,822) Other comprehensive income / (loss) Items that may be reclassified to profit or loss - - Other comprehensive income / (loss) for the year - - Total comprehensive loss for the year (1,394,536) (587,822) Earnings per share 7 From continuing operations: Basic earnings / (loss) per share (cents) (20.8) (14.4) Diluted earnings / (loss) per share (cents) (20.8) (14.4) Page 2
PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 Notes Current assets Cash and cash equivalents 3 484,420 180,582 Trade and other receivables 43,354 16,254 Convertible note receivable 4 300,000 - Available for sale financial assets 88,807 28,343 Total current assets 916,581 225,179 Non-current assets Available for sale financial assets 233,380 450,090 Total non-current assets 233,380 450,090 Total assets 1,149,961 675,269 Current liabilities Trade and other payables 150,800 344,160 Borrowings - 403,352 Total current liabilities 150,800 747,512 Total liabilities 150,800 747,512 Net assets/(liabilities) 999,161 (72,243) Equity Issued Capital 5 19,677,822 17,211,882 Reserves 109,852 109,852 Accumulated losses (18,788,513) (17,393,977) Total surplus/(deficiency) in equity 999,161 (72,243) Page 3
PRELIMINARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015 30 June 2015 Contributed equity Reserves Retained earnings/ (losses) Total equity Balance at 1 July 2014 17,211,882 109,852 (17,393,977) (72,243) Loss for the year - - (1,394,536) (1,394,536) Transactions with shareholders in their capacities as shareholders - Placement of shares - Share issue costs 2,643,449 (177,509) - - - - 2,643,449 (177,509) Balance at 30 June 2015 19,677,822 109,852 (18,788,513) 999,161 30 June 2014 Contributed equity Reserves Retained earnings/ (losses) Total equity Balance at 1 July 2013 16,926,779 109,852 (16,806,155) 230,476 Loss for the year - - (587,822) (587,822) Transactions with shareholders in their capacities as shareholders - Placement of shares 285,103 - - 285,103 Balance at 30 June 2014 17,211,882 109,852 (17,393,977) (72,243) Page 4
PRELIMINARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015 Notes Cash flows from operating activities Cash receipts in the course of operations - 204,115 Cash payments in the course of operations (1,196,974) (654,100) Interest received 3,910 1,685 Dividends received 8,335 1,685 Net cash inflow/(outflow) from operating activities 6 (1,184,729) (488,300) Cash flows from investing activities Investment in convertible note (300,000) - Net cash inflow/(outflow) from investing activities (300,000) - Cash flows from financing activities Proceeds from issue of shares 1,011,919 285,103 Drawdown of convertible notes 1,180,000 300,000 Repayment of convertible notes (403,352) - Net cash inflow/(outflow) from financing activities 1,788,567 585,103 Net increase/(decrease) in cash and cash equivalents 303,838 136,803 Cash, deposits and cash equivalents at the beginning of the financial year 180,582 43,779 Cash and cash equivalents at the end of the financial year 3 484,420 180,582 Page 5
NOTES TO THE PRELIMINARY FINANCIAL STATEMENTS Note 1: Summary of Significant Accounting Policies (a) Basis of Preparation This preliminary final report for the year ended 30 June 2015 relates to the consolidated entity consisting of (the Company) and each of its controlled entities. The preliminary final report has been prepared on a historical cost basis except for the revaluation of certain non-current assets and financial instruments or where otherwise stated. Cost is based on the fair value of consideration given in exchange for assets. This preliminary final report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual financial report of the year ended 30 June 2014 and any public announcements made by Stanfield Funds Management Limited during the year in accordance with the continuous disclosure requirements of the Corporations Act 2001. Accounting policies, estimation methods and measurement bases used in this are the same as those used in the last annual financial statements and the last half-year financial statements. The amounts contained in this preliminary report are presented in Australian dollars, the functional and presentation currency of. The financial statements are currently being audited. (b) Statement of Compliance The preliminary final report is a general-purpose financial report and has been prepared in accordance with applicable Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001. The preliminary final report is also in compliance with ASX listing Rule 4.3A and the disclosure requirements of ASX. (c) Going Concern The Group made a net loss of $1,394,536 for the year ended 30 June 2015 however, as of that date, the Group s current assets exceeded its current liabilities by $765,781. The Directors have reached the conclusion that based on all available facts and information currently available, there are reasonable grounds to believe that the Group will be able to pay its debts and is a going concern. The financial report does not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the company be unable to continue as a going concern. Page 6
NOTES TO THE PRELIMINARY FINANCIAL STATEMENTS Note 2: Revenue and Expenses Sales revenue Management fees - 282,000 Other revenue - 282,000 Interest 6,030 1,685 Dividend income 8,335 - Write-back of trade payables 142,352 - Other income 6,538-163,255 1,685 Revenue from continuing operations 163,255 283,685 Finance costs Interest on convertible notes 83,625 19,389 Finance costs expensed 83,625 19,389 Rental expense relating to operating leases Minimum lease payments 29,725 81,104 Superannuation expense Defined contribution superannuation expense 599 3,688 Note 3: Current assets Cash and cash equivalents (a) Reconciliation of Cash For the purposes of the statement of cash flows, cash includes cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts. Cash at the end of the financial year as shown in the statement of cash flows is reconciled to the related items in the statement of financial position, as follows: Cash at bank and on hand 484,420 135,300 Cash on deposit - 45,282 484,420 180,582 Page 7
NOTES TO THE PRELIMINARY FINANCIAL STATEMENTS Note 4: Current assets Convertible note receivable Convertible note receivable Sprooki Pte Ltd 300,000 - The convertible note represents funding provided by the Company to expedite the regional expansion and growth strategy of Sprooki Pte Ltd, a location based mobile engagement platform as reported to the ASX on 21 May 2015. At the expiration of the 18 month term, at the election of Stanfield, the notes can either be converted into ordinary shares in Sprooki Pte Ltd, or repaid. An interest rate of 6% p.a. is payable on the notes. The notes are cancelled in the event of Stanfield acquiring all shares in Sprooki Pte Ltd. Subsequent to 30 June 2015 as detailed in Note 8, the Company announced plans to acquire all of the outstanding shares in Sprooki Pte Ltd. Note 5: Issued Capital Issued capital 19,677,822 17,211,882 Movements in Ordinary Share capital: No. No. At the beginning of the reporting period 4,720,594 3,776,476 17,211,882 16,926,779 Placements: - 27 March 2015 73,368 625,000 18,342 250,000-23 April 2015 4,647,226 319,118 1,161,807 35,103 Conversion offer (30 April 2015) 4,744,548-1,186,137 - Creditor offer (30 April 2015) 1,072,651-268,163 - Broker offer (4 May 2015) 900,000-9,000 - Share issue costs - - (177,509) - At the end of the reporting period 16,158,387 4,720,594 19,677,822 17,211,882 Page 8
Note 6: Reconciliation of loss after income tax to net cash flow from operating activities Reconciliation of loss after income tax to net cash flow from operating activities Operating profit / (loss) after income tax (1,394,536) (587,822) Adjustments for: Non cash interest income (2,121) - Management fees received used to extinguish loan payable - (77,885) Director fees paid via issue of ordinary shares 175,000 - Impairment of investments 156,246 142,596 Impairment of receivables - 32,400 Interest recognised through issue of ordinary shares 6,137 3,352 Write-back of trade payables (142,352) - Operating loss before changes in working capital (1,201,626) (487,359) Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: (Increase)/decrease in trade and other receivables (24,979) (8,142) Increase /(decrease) in trade and other payables 41,876 47,201 Cash flow from operations (1,184,729) (448,300) Note 7: Earnings per Share Basic earnings per share The calculation of basic earnings per share at 30 June 2015 was based on the loss from continuing operations of $1,394,536 (2014: loss of $587,822) and a weighted average number of ordinary shares outstanding of 6,718,212 (2014: 4,086,661 shares), calculated as follows: Net profit/(loss) from continuing operations for the year (1,394,536) (587,822) Weighted average number of ordinary shares (basic) In shares Issued ordinary shares at 1 July 4,720,594 3,776,476 Weighted average number of ordinary shares at 30 June 6,718,212 4,086,661 Basic earnings / (loss) per share (cents) (20.8) (14.4) Diluted earnings / (loss) per share (cents) (20.8) (14.4) There are no adjustments to the accounts required to reflect the impact of any non-controlling equity interests or other types of shares that could impact the calculations for ordinary shareholders. Page 9
NOTES TO THE PRELIMINARY FINANCIAL STATEMENTS Note 8: Events occurring after the reporting period Share Purchase Agreement Sprooki Pte Ltd On 20th July 2015, the Company executed a SPA which provides that, subject to a number of conditions precedent, Stanfield will acquire all of the issued capital of Sprooki Pte Ltd. The purchase price payable by Stanfield for the acquisition of Sprooki is the issue of the following securities to the vendors: 20,000,000 shares upon completion of the acquisition; 10,000,000 performance shares which will automatically convert into ordinary shares upon the achievement of certain milestones; and 10,000,000 performance shares which will automatically convert into ordinary shares upon the achievement of certain other milestones. In addition, Stanfield will issue up to 8 million shares and 2 million options in consideration of services provided in connection with the transaction. Completion of the Share Purchase Agreement is subject to a number of conditions, including the following: Stanfield successfully completing capital raisings to raise not less than $2,700,000; Stanfield obtaining all required shareholder and regulatory approvals; Stanfield and Sprooki completing their respective due diligence; Stanfield re-complying with Chapters 1 and 2 of the ASX Listing Rules (if required); Stanfield having cash resources and assets net of all liabilities of at least $2,500,000 at completion; Sprooki obtaining third party consents; Stanfield entering into employment agreements with Michael Gethen (Managing Director) and Claire Mula (Executive Director); and The vendors procuring the conversion of Sprooki convertible securities into shares and any new shareholders agreeing to the SPA as vendors. There are no other matters or circumstances that have arisen since 30 June 2015 that have or may significantly affect the operations, results or state of affairs of the consolidated entity in future financial periods. Note 9: Contingent liabilities The Directors are not aware of any contingent liabilities as at the date of this report. Page 10
OTHER APPENDIX 4E INFORMATION 1. NTA backing 30 June 2015 30 June 2014 Net tangible asset backing per ordinary share $0.062 ($0.015) 2. Dividends There were no dividends declared during the year and the directors do not recommend that any dividend be paid. 3. Dividend reinvestment plans N/A. 4. Details of entities over which control has been gained or lost during the period Nil 5. Details of associates and joint ventures The carrying value of interests in associated entities is nil. 6. Audit This preliminary final report is based on accounts, which are in the process of being audited. Sign here: Date: 31 August 2015 (Director) Print name: Paul Doropoulos Page 11