UPSIDE AUSTRALIA LTD

UPSIDE AUSTRALIA LTD FINANCIAL REPORT FOR THE YEAR ENDED 30 JUNE 2013

FINANCIAL REPORT CONTENTS PAGE Directors Report 3 Auditors Independence Declaration 6 Statement of Comprehensive Income 7 Statement of Financial Position 8 Statement of Changes in Equity 9 Statement of Cash Flows 10 Notes to the Financial Statements 11 Directors Declaration 18 Independent Audit Report to the Members 19 2

DIRECTORS REPORT Your directors present their report on the company for the financial year ended 30 June 2013. Directors The names of the directors in office at any time during, or since the end of, the year are: Calum Foulner Will Keall Robert Salmon Catrina Luz-Anniere Freya Shearer Geoff Stewart Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Principal Activities The principle activity of the company for the financial year was to provide and work with impoverished rural villages in Nepal, to create a solution that will allow them to lift themselves above the poverty line through their own hard work. The company's short-term objectives are to: - All Donations received are invested in carefully selected agricultural projects in poor rural villages; - Profits are used to set up and sustainably run the public facilities such as schools, health posts and environment protection programs for hundreds of years; - Successfully continue to provide employment for the villagers and generate profits which will fund the running costs of schools through the plantation of apple trees; The company's long-term objectives are to: - Maintain a passion for creating self reliance and sustainability in communities; - Focus on the possibilities for sharing between Australian and Nepalese communities; - Generate income savings for Nepalese people. so they can cover the costs for medical emergencies and develop funds for retirement; To achieve these objectives, the company has adopted the following strategies: - To keep working with subsistence farmers in Nepal, investing in agricultural projects in remote villages to generate the long term funding required to support quality education, health and environmental awareness programs long into the future; - Volunteers donate their time, money and effort and have proudly accepted the task of inspiring a younger generation of Australians to get onboard and lend a hand; - Creating new and maintaining existing projects in support of the children in Nepal through fundraising and other donation activities; 3

DIRECTORS REPORT Information on Directors Calum Foulner - Director Qualifications - Bachelor of Commerce from University of Western Australia Experience - Founder and Co-Manager Catrina Luz-Annere - Director Qualifications - Dip Teaching, Cert 4 Business and Cert 4 Leadership Experience - CEO Millennium Kids Inc. Will Keall - Director Qualifications - Bachelor of Business and Grad Dip Computing Experience - Home loans Australia National Marketing Manager Freya Shearer - Director Qualifications - Bachelor of Science (Honours) Experience - Co - Manager Robert Salmon - Director Qualifications - Bachelor of Economics from the University of Western Australia Experience - Non-Executive Director for Homeloans Ltd. Geoff Stewart - Director Qualifications - BA, BEd, Dip Workplace Training and Assessment Experience - UWA Graduate School of Management, Senior Consultant Directors' Meetings Meetings of Directors Number eligible to attend Number attended Calum Foulner 1 1 Catrina Luz-Annere 1 1 Will Keall 1 1 Robert Salmon 1 0 Freya Shearer 1 1 Geoff Stewart 1 1 The company is an incorporated under the Corporation's Act 2001 and is a company limited by guarantee. If the company is wound up, the constitution states that each member is required to contribute a maximum of $10 each, towards meeting any outstanding obligations of the company. At 30 June 2013, the total amount that members of the company are liable to contribute if the company is wound up is $80 4

AUDITOR S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF UPSIDE AUSTRALIA LTD I declare that, to the best of my knowledge and belief, during the year ended 30 June 2013 there has been: (i) (ii) no contraventions of the auditor s independence requirements as set out in the Corporations Act 2001 in relation to the audit; and no contraventions of any applicable code of professional conduct in relation to the audit. Francis A Jones Pty Ltd Daniel Paul Papaphotis 154 High Street Fremantle WA 6160 Dated: 25th October 2013 6

STATEMENT OF COMPREHENSIVE INCOME 2013 2012 NOTE $ $ Revenue 2 178,910 90,123 Other revenues 2 1,023 1,052 Other expenses 2 (98,196) (85,888) Profit for the year 81,737 5,287 ========== ========== Total comprehensive income attributable to members of the entity 81,737 5,287 ========== ========== The accompanying notes form part of these financial statements 7

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013 NOTE 2013 2012 $ $ CURRENT ASSETS Cash and cash equivalents 5 117,304 35,567 Total Current Assets 117,304 35,567 Total Non Current Assets - - TOTAL ASSETS 117,304 35,567 TOTAL LIABILITIES - - NET ASSETS 117,304 35,567 ========= ========= EQUITY Issued capital 10 19,961 19,961 Retained earnings 97,343 15,606 TOTAL EQUITY 117,304 35,567 ========= ========= The accompanying notes form part of these financial statements 8

STATEMENT OF CHANGES IN EQUITY Issued Capital Retained Ordinary Earnings Total $ $ $ Balance at 1 July 2010 19,961-19,961 Profit for the year - 10,319 10,319 Balance at 30 June 2011 19,961 10,319 30,280 Profit for the year Balance at 1 July 2011 19,961 10,319 30,280 Profit for the year - 5,287 5,287 Balance at 30 June 2012 19,961 15,606 35,567 Balance at 1 July 2012 19,961 15,606 35,567 Profit for the year - 81,737 81,737 Balance at 30 June 2013 19,961 97,343 117,304 The accompanying notes form part of these financial statements 9

CASH FLOWS FROM OPERATING ACTIVITIES UPSIDE AUSTRALIA LTD. STATEMENT OF CASH FLOWS 2013 2012 NOTE $ $ Receipts from customers 179,178 90,123 Payments to suppliers and employees (98,465) (85,888) Interest received 1,024 1,052 Net cash provided by operating activities 12 81,737 5,287 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property, plant & equipment - - Purchase of property, plant & equipment - - Initial issued Capital - - Net cash used in investing activities - - CASH FLOWS FROM FINANCING ACTIVITIES - - Net cash used in financing activities - - Net increase/(decrease) in cash held 81,737 5,287 Cash and cash equivalents at beginning of the year 35,567 30,280 Cash and cash equivalents at end of year 5 117,304 35,567 ========== ========== The accompanying notes form part of these financial statements 10

NOTES TO THE FINANCIAL STATEMENTS The financial statements cover Upside Australia Ltd as a individual entity, incorporated and domiciled in Australia. Upside Australia Ltd is a company limited by guarantee. The financial statements were authorised for issue on 21 th October 2013 by the directors of the company. 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Basis of preparation The directors have prepared the financial statements on the basis that the company is a non reporting entity because there are no users who are dependent on its general purpose financial statements. These financial statements are therefore special purpose financial statements that have been prepared in order to meet the requirements of the Corporations Act 2001. The company is a not for profit entity for financials reporting purposes under Australian Accounting Standards. The financial statements have been prepared in accordance with the mandatory Australian Accounting Standards applicable to entities reporting under the Corporations Act 2001 and the significant accounting policies disclosed below, which the directors have determined are appropriate to meet the needs of members. Such accounting policies are consistent with those of previous periods unless stated otherwise. The financial statements, except for the cash flow information, have been prepared on an accruals basis and are based on historical costs unless otherwise stated in the notes. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistency applied unless stated otherwise. The amounts presented in the financial statements have been rounded to the nearest dollar. Accounting Policies (a) Revenue Upside Australia Ltd receives donations and bequests and are recognised as revenue when received. Interest revenue is recognised as it accrues using the effective interest rate method, which for floating rate financial assets is the rate inherent in the instrument. Revenue from the rendering of a service is recognised upon the delivery of the service to the customers. (b) Cash and cash equivalents Cash and cash equivalents include cash on hand, deposits held at call with banks, other shortterm highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short term borrowings in current liabilities on the statement of financial position. 11

NOTES TO THE FINANCIAL STATEMENTS (c) Income Tax No provision for income tax has been raised as the entity is exempt from income tax under Div 50 of the Income Tax Assessment Act 1997 (d) Comparative Figures Where required by Accounting Standards, comparative figures have been adjusted to conform with changes in presentation for the current financial year. When an entity applies an accounting policy retrospectively, makes a retrospective restatement or reclassifies items in its financial statements, a statement of financial position as at the beginning of the earliest comparative period must be disclosed. (e) 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 company. Key Estimates Impairment The company assesses impairment at each reporting date by evaluation of conditions and events specific to the company that may be indicative of impairment triggers. (f) Economic Dependence Upside Australian Ltd is dependant on receiving donations and forage sales for the majority of its revenue used to operate the business. At the date of this report the Board of Directors have no reason to believe that there will be a reduction in donation revenue and forage sales. (g) New Accounting Standards for Application in Future Periods The Australian Accounting Standards Board has issued new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the company. The company has decided not to early adopt any new and amended pronouncements. The company s assessment of the new and amended pronouncements that are relevant to the company but applicable in future reporting periods is set out below: - AASB 9: Financial Instruments (December 2010) and AASB 2010-7: Amendments to Australian Accounting Standards arising from AASB 9 (December 2010) (applicable for annual reporting periods commencing on or after 1 January 2015). 12

NOTES TO THE FINANCIAL STATEMENTS This Standard is applicable retrospectively and includes revised requirements for the classification and measurement of financial instruments, as well as recognition and derecognition requirements for financial instruments. The key changes made to accounting requirements that may impact the company are: - simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value; - 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; The company has not yet estimated the impact of these pronouncements on its financial statements - AASB 10: Consolidated Financial Statements, AASB 11: Joint Arrangements, AASB 12: Disclosure of Interests in Other Entities, AASB 127: Separate Financial Statements (August 2011), AASB 128: Investments in Associates and Joint Ventures (August 2011) (as amended by AASB 2012-10) and AASB 2011-7: Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards (applicable for annual reporting periods commencing on or after 1 January 2013). AASB 10 replaces parts of AASB 127: Consolidated and Separate Financial Statements (March 2008, as amended) and interpretation 112: Consolidation Special Purpose Entities. AASB 10 provides a revised definition of control and additional application guidance so that a single control model will apply to all investees. This Standard is not expected to significantly impact the company s financial statements. - AASB 11 replaces AASB 131: Interests in Joint Ventures (July 2004, as amended). AASB 11 requires joint arrangements to be classified as either joint operations (where the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities) or joint ventures (where the parties that have joint control of the arrangement have rights to the net assets of the arrangement). Joint ventures are required to adopt the equity method of accounting (proportionate consolidation is no longer allowed). This Standard is not expected to significantly impact the company s financial statements. - AASB 12 contains the disclosure requirements applicable to entities that hold an interest in a subsidiary, joint venture, joint operation or associate. AASB 12 also introduces the concept of a structured entity, replacing the special purpose entity concept currently used in interpretation 112, and requires specific disclosures in respect of any investments in unconsolidated structured entities. 13

NOTES TO THE FINANCIAL STATEMENTS To facilitate the application of AASBs 10, 11 and 12, revised versions of AASB 127 and AASB 128 have also been issued. The revisions made to AASB 127 and AASB 128 are not expected to significantly impact the company s financial statements. - AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 13 (applicable for annual reporting periods commencing on or after 1 January 2013). AASB 13 defines fair value, sets out in a single Standard a framework for measuring fair value, and requires disclosures about fair value measurement. AASB 13 requires: - inputs to all fair value measurements to be categorised in accordance with a fair value hierarchy, and - enhanced disclosures regarding all assets and liabilities (including, but not limited to, financial assets and financial liabilities) measured at fair value. These Standards are not expected to significantly impact the company s financial statements. - AASB 119: Employee Benefits (September 2011) and AASB 2011-10: Amendments to Australian Accounting Standards arising from AASB 119 (September 2011) (applicable for annual reporting periods commencing on or after 1 January 2013). There Standards introduce a number of changes to accounting and presentation of defined benefit plans. The company does not have any defined benefit plans and so is not impacted by the amendment. AASB 119 (September 2011) also includes changes to: - require only those benefits that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related service to be classified as short-term employee benefits. All other employee benefits are to be classified as other long- term employee benefits, post-employment benefits or termination benefits, as appropriate; - the accounting for termination benefits that require an entity to recognise an obligation for such benefits at the earlier of: (i) (ii) (iii) for an offer that may be withdrawn when the employee accepts; for an offer that cannot be withdrawn when the offer is communicated to affected employees; and were the termination is associated with a restructuring of activities under AASB 137: Provisions, Contingent Liabilities and Contingent Assets, and if earlier that the first two conditions when the related restructuring costs are recognised. These changes are not expected to significantly impact the company s financial statements. 14

. UPSIDE AUSTRALIA LTD. NOTES TO THE FINANCIAL STATEMENTS 2. REVENUE 2013 2012 $ $ Revenue Forage Sales 109,990 - Donations and Misc. 68,920 90,123 Other Revenue 178,910 90,123 Interest received 1,023 1,052 1,023 1,052 Total Revenue 179,933 91,175 ========== ========== Other Expenses Administrative Operating Costs Primary Forage 13,758 55,857 28,581 11,146 74,742-98,196 85,888 98,196 85,888 ========== ========== 15

NOTES TO THE FINANCIAL STATEMENTS 3. CASH AND CASH EQUIVALENTS 2013 2012 $ $ Westpac General Bank Account 30,892 6,985 Westpac Savings Bank Account 77,499 28,582 Westpac Forage Bank Account 2,883 - Westpac Debit Bank Account 6,030-117,304 35,567 ========= ========= Reconciliation of Cash Cash and cash equivalents 117,304 35,567 Short-term bank deposits - - Total Cash and Cash equivalents as stated in the cash flow statement 117,304 35,567 ========= ========= 4. CASH FLOW INFORMATION Reconciliation of cash flow from operations with profit from ordinary activities after income tax: Profit after income tax 81,737 5,287 Cash flows excluded from profit attributable to operating activities: Changes in assets and liabilities -Increase/(decrease) in equity - - Cash flows (used in)/provided by operating activities 81,737 ========= 5,287 ========= 16

NOTES TO THE FINANCIAL STATEMENTS 5. COMPANY DETAILS The registered office of the company is: Upside Australia Ltd. Unit 3A, 10 Station Street Cottesloe WA 6011 The principal place of business is: Upside Australia Ltd. Unit 3A, 10 Station Street Cottesloe WA 6011 6. MEMBER S GUARANTEE The company is an incorporated under the Corporation's Act 2001 and is a company limited by guarantee. If the company is wound up, the constitution states that each member is required to contribute a maximum of $10 each towards meeting any outstanding obligations of the company. At 30 June 2013, the total amount that members was $80. 17

INDEPENDENT AUDITOR S REPORT TO THE MEMBERS OF UPSIDE AUSTRALIA LTD. We have audited the accompanying financial report of Upside Australia Ltd which comprises the statement of financial position as at 30 June 2013, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year ended, notes comprising a summary of significant accounting policies, other explanatory information and the directors declaration. Directors Responsibility of the for the Financial Report The directors of the company are responsible for the preparation of the financial report and have determined that the accounting policies described in Note 1 to the financial report are appropriate to meet the requirements of the Corporations Act 2001 and are appropriate to meet the needs of the members. The directors' responsibility also includes such internal control as the directors determine is necessary to enable the preparation of a financial report that is free from material misstatement, whether due to fraud or error. 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 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 opinion. Independence In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Upside Australia Ltd, would be the in the same terms if given to the director as at the time of this auditor's report. 19

Qualification UPSIDE AUSTRALIA LTD. INDEPENDENT AUDITOR S REPORT TO THE MEMBERS OF UPSIDE AUSTRALIA LTD. The licence holder has determined that it is not practicable to establish control over monies received from donations prior to entry into its financial records. Accordingly, as the evidence available regarding revenue from this source was limited, the audit procedures with respect to monies received from donations had to be restricted to the amounts recorded in the financial records. Auditor s Opinion In our opinion, except for the emphasis of matter qualification paragraph above, a) the financial report of Upside Australia Ltd is in accordance with the Corporations Act 2001, including: (i) (ii) giving a true and fair view of the company s financial position as at 30 June 2013 and of their performance for the year ended on that date; and, complying with Australian Accounting Standards and the Corporations Regulations 2001; b) complying with Australian Accounting Standards to the extent described in Note 1 and the Corporations Regulations 2001. Basis of Accounting Without modifying our opinion, we draw attention to Note 1 to the financial report, which describes the basis of accounting. The financial report has been prepared for the purpose of fulfilling reporting responsibilities under the Corporations Act 2001. As a result, the financial report may not be suitable for another purpose. FRANCIS A JONES PTY LTD DANIEL PAUL PAPAPHOTIS REGISTERED COMPANY AUDITOR - #410503 154 HIGH STREET FREMANTLE WA 6160 Dated: 25th October 2013 20