Exhibit 99.3

Company No: 2493812

MIMOTOPES PTY LTD

ACN 090 841 286

Financial Report for the 7 months ended 31 January 2007

CONTENTS

 

     Page

Income Statement

   3

Balance Sheet

   4

Cash Flow Statement

   5

Notes to the Financial Statements

   6

Independent Audit Report

   20


MIMOTOPES PTY LTD

DIRECTORS’ DECLARATION

The directors have determined that the company is not a reporting entity and that this special purpose financial report should be prepared in accordance with the accounting policies described in Note 1 to the financial statements

 

1 The financial statements and notes, as set out on pages 3 to 18, are in accordance with the Corporations Act 2001:

 

  (a) comply with Accounting Standards as described in Note 1 to the financial statements and the Corporations Regulations 2001; and

 

  (b) give a true and fair view of the company’s financial position as at 31 January 2007 and of the performance for the seven months then ended in accordance with the accounting policies described in Note 1 to the financial statements

 

2 In the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable

This declaration is made in accordance with a resolution of the Board of Directors

LOGO

 

Paul D’Sylva

Director

Dated this 21st day of December 2007


MIMOTOPES PTY LTD

INCOME STATEMENT

For the 7 months ended 31 January 2007

 

          7 Months ended 31
January 2007
 
     Note    $  

Revenue

   2    2,646,222  

Interest income

      306  

Raw materials and consumables used

      (703,391 )

Employee benefits expense

      (1,224,499 )

Depreciation expense

      (182,824 )

Other expenses

   3    (779,300 )
         

(Loss) before income tax expense

      (243,486 )

Income tax expense

   4    80,085  
         

(Loss) after income tax expense

      (163,401 )
         

The accompanying notes form part of these financial statements


MIMOTOPES PTY LTD

BALANCE SHEET

As at 31 January 2007

 

           As at 31 January
2007
 
     Note     $  

CURRENT ASSETS

    

Cash and cash equivalents

   12 (a)   138,436  

Trade and other receivables

   5     844,474  

Inventory

     25,818  

Other current assets

   6     18,645  
        

TOTAL CURRENT ASSETS

     1,027,373  
        

NON CURRENT ASSETS

    

Property, plant and equipment

   7     2,841,002  
        

TOTAL NON CURRENT ASSETS

     2,841,002  
        

TOTAL ASSETS

     3,868,375  
        

CURRENT LIABILITIES

    

Trade and other payables

   8     365,807  

Employee benefits

   9     131,999  

Short-term borrowings

   10     4,296  
        

TOTAL CURRENT LIABILITIES

     502,102  
        

NON CURRENT LIABILITIES

    

Employee benefits

   9     7,403  

Long-term borrowings

   10     1,095,092  

Deferred tax liabilities

     845,705  
        

TOTAL NON CURRENT LIABILITIES

     1,948,200  
        

TOTAL LIABILITIES

     2,450,302  
        

NET ASSETS

     1,418,073  
        

CONTRIBUTED EQUITY

    

Contributed equity

   11     1  

Reserves

     2,160,175  

Retained earnings

     (742,103 )
        

TOTAL EQUITY

     1,418,073  
        

The accompanying notes form part of these financial statements


MIMOTOPES PTY LTD

CASH FLOW STATEMENT

For the 7 Months ended 31 January 2007

 

           7 Months ended
31 January 2007
 
     Note     $  

Cash flows from operating activities

    

Receipts from customers

     2,418,240  

Payments to suppliers and employees

     (2,408,512 )

Interest received

     306  
        

Net cash used in operating activities

   12 (b)   10,034  
        

Cash flows from investing activities

    

Payments for plant and equipment

     (23,349 )
        

Net Cash used in investing activities

     (23,349 )
        

Cash flows from financing activities

    

Proceeds from related party loans

     —    
        

Net cash provided by financing activities

     —    
        

Net Increase/ (decrease) in cash held

     (13,315 )

Cash held at the beginning of the financial year

     151,751  

Cash held at the end of the financial year

   12 (a)   138,436  
        

The accompanying notes form part of these financial statements


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 months ended 31 January 2007

 

1. STATEMENT OF ACCOUNTING POLICIES

 

  (a) Basis of Presentation

The consolidated financial information of Mimotopes Pty Ltd includes the accounts of the Company and its wholly owned subsidiary Mimotopes UK Plc and Mimotopes France. . All significant intercompany accounts and transactions have been eliminated on consolidation. The financial information has been presented in Australian Dollars (“AUD”).

The financial information has been prepared in accordance with the recognition and measurement requirements of all Australian Accounting Standards (including Australian Accounting Interpretations).

With the exception of AASB 1031: Materiality, the financial information does not include the disclosure requirements of any Australian Accounting Standards.

The financial information is presented in Australian dollars, which is also the company’s functional currency.

Historical cost convention—this financial information have been prepared under the historical cost convention, as modified by the revaluation of certain non-current assets. Non-current assets are stated at the lower of carrying amount and fair value.

The financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realisation of the future potential of the Company’s assets and the discharge of their liabilities in the normal course of business.

 

  (i) Going Concern

The financial report has been prepared on a going concern basis. The ability of the Company to continue as a going concern and meet its debts as and when they fall due is dependent on the continuing financial support of Commonwealth Biotechnologies Inc, the Company’s ultimate parent entity.


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 months ended 31 January 2007

 

1. STATEMENT OF ACCOUNTING POLICIES (Cont.)

 

CBI Limited has undertaken to provide to the Company, by letter dated 18 December 2007, financial support for 12 months from that, necessary to enable it to meet its debts resulting from its activities, as and when they fall due and not to call on loans advanced to the Company for repayment until the Company has sufficient funds to repay its secured and unsecured creditors.

Accordingly the Directors believe that the Company will continue as a going concern and have adopted that method of accounting in the preparation of the financial report.

 

  (b) Income Tax

The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. 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 is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deducible temporary differences can be utilised.


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 months ended 31 January 2007

 

1. STATEMENT OF ACCOUNTING POLICIES (Cont.)

 

  (c) Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

The carrying amount of property, 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 assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The Company recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Company and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.

Increases in the carrying amount of property, plant and equipment are credited to a revaluation reserve. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement.

Depreciation

The depreciable amount of property, plant and equipment, is depreciated on a straight line basis over their useful lives to the Company commencing from the time the asset is held ready for use.

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

 

Class of Fixed Asset

  

Depreciation Rate

Leasehold improvements    4.0%
Plant and equipment    20-33%

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 or losses are included in the income statement. When revalued assets are sold, amounts in the revaluation reserve relating to that asset are transferred to retained earnings.


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 months ended 31 January 2007

 

1. STATEMENT OF ACCOUNTING POLICIES (Cont.)

 

  (d) Impairment of Assets

At each reporting date, the Company 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 income statement.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

  (e) 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, plus related on-costs. 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.

 

  (f) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership 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.


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the months ended 31 January 2007

 

1. STATEMENT OF ACCOUNTING POLICIES (Cont.)

 

  (g) 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.

 

  (h) Revenue

Revenue from the sale of goods is recognised upon delivery of goods to the customer.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

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

 

  (i) 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 Taxation 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 balance sheet are 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.

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.

 

  (j) Comparative figure

No comparative figures have been included within the financial statements as parent entity does not require this information for consolidation purposes.


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

          7 Months Ended
31 January 2007
 
          $  
2.    REVENUE   
   Operating activities:   
  

Sale of goods

   2,646,222  
         
3.    OTHER EXPENSES   
   Travel    19,342  
   Maintenance    78,985  
   Service    118,378  
   Consulting    75,731  
   Insurance    27,163  
   Selling    333,417  
   Administration    126,284  
         
      779,300  
         
4.    TAX   
  

Tax effect of loss before tax

   72,954  
   Current year losses not recognized    (16,520 )
   Current year deferred tax asset not recognized    (1,996 )
   Prior year non recognition of deferred tax liability recognized    25,657  
         
      80,085  


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

          As at 31 January
2007
 
     $  
5.    TRADE AND OTHER RECEIVABLES   
   Trade debtors    826,977  
   Provision for doubtful debts    (6,000 )
         
      820,977  
         
   GST receivables    11,686  
   Other related parties   
   Other debtors    11,811  
         
      23,497  
         
      844,474  
         
6.    INVENTORY   
   Chemicals used in production    25,818  
         
7.    OTHER CURRENT ASSETS   
  

Prepayments

   18,645  
         
8.    PROPERTY, PLANT AND EQUIPMENT   
   Plant and equipment   
  

Cost

   87,451  
  

Independent valuation (December 2005)

   1,185,965  
  

Accumulated depreciation

   (280,956 )
         
      992,460  
         
   Leasehold improvements   
  

Independent valuation (December 2005)

   1,900,000  
  

Accumulated depreciation

   (51,458 )
         
      1,848,542  
         
      2,841,002  
         


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

         

As at 31 January
2007

$

         
9.    TRADE AND OTHER PAYABLES   
   CURRENT   
   Trade creditors and accruals    363,255
   Sundry creditors    2,552
       
      365,807
       
10.    PROVISIONS   
   SHORT-TERM   
   Provision for employee benefits    131,999
       
   LONG-TERM   
   Provision for employee benefits    7,403
       


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

               As at 31 January
2007
          $
11.    BORROWINGS      
   SHORT-TERM      
  

Intercompany payable

   (a)    1,083,784
  

Hire purchase creditors

      4,296
          
         1,088,080
          
   LONG-TERM      
  

Hire purchase creditors

      11,308
          
        (a) Subsequent to year end, in accordance with the terms of the Stock Purchase Agreement between
Commonwealth Biotechnologies Inc. and Pharmaust Ltd, Mimotopes Pty Ltd was relieved of its obligation to
pay the outstanding loan account due to the seller.
     
12.    CONTRIBUTED EQUITY      
  

Fully paid ordinary shares

      1
          
Pharmaust Limited holds the sole ordinary share.      
13.    NOTES TO THE CASH FLOW STATEMENT      
  

(a)    Reconciliation of cash

     
   For the purpose of the cash flow statement, cash includes cash on hand and in banks and investments in money market instruments. Cash at the end of the financial period as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:
  

Cash at bank and on hand

      138,436
          


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

               As at 31 January
2007
 
               $  
13.    NOTES TO THE CASH FLOW STATEMENT (CONT.)   
   (b)    Reconciliation of net cash provided by operating activities to loss after tax   
      Loss after tax    (163,401 )
      Depreciation    182,824  
      Movement in assets and liabilities   
     

Receivables

   (227,982 )
      Inventory    (25,818 )
     

Sundry creditors and accruals

   221,025  
     

Provisions

   23,386  
            
      Net cash used in operating activities    10,034  
            


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

          As at 31 January
2007
 
          $  
14.    RESERVES   
   Asset revaluation reserve    3,085,965  
   Less deferred tax liability    (925,790 )
         
      2,160,175  
15.    COMMITMENTS   
   Hire Purchase Liabilities   
  

Payable not later than one year

   5,182  
  

Payable later than one year but not later than five years

   13,525  
         
  

Total payments

   18,707  
  

Less future finance charges

   (3,103 )
         
   Total hire purchase liabilities    15,604  
         
   Operating Lease Commitments   
   Non-cancellable operating leases contracted for but not capitalised in the financial statements   
  

Payable not later than one year

   151,388  
  

Payable later than one year but not later than five years

   170,589  
         
   Total operating lease commitments    321,977  
         


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 months ended 31 January 2007

 

16. EVENTS SUBSEQUENT TO THE REPORTING DATE

On 9 February 2007, Commonwealth Biotechnologies Inc. (NASDAQ Capital Market: CBTE) acquired all of the outstanding capital stock of the Company.

 

17. CONTINGENT LIABILITIES

There were no contingent liabilities at the reporting date.

 

18. RECONCILIATION WITH US GAAP

 

  (a) Reconciliation of Income Statement under AIFRS and US GAAP

INCOME STATEMENT

For the 7 months ended 31 January 2007

 

    

31 January
2007

Audited

   

Reconciliation

Adjustments

   

31 January
2007

US GAAP

 
     $A     $A     $A  

Revenue

   2,646,222     —       2,646,222  

Other income

   306     —       306  

Raw materials and consumables used

   (703,391 )   —       (703,391 )

Employee benefits expense

   (1,224,499 )   —       (1,224,499 )

Depreciation expense

   (182,824 )   168,247     (14,577 )

Other expenses

   (779,300 )   —       (779,300 )
                  

Loss before income tax expense

   (243,486 )   168,247     (75,239 )

Income tax expense

   80,085     (80,805 )   —    
                  

Loss after income tax expense

   (163,401 )   88,162     (75,239 )


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

18. RECONCILIATION WITH US GAAP (Cont.)

 

  (b) Reconciliation of Balance Sheet under AIFRS and US GAAP

BALANCE SHEET

 

    

31 January
2007

Audited

   

Reconciliation

Adjustments

Note 17b (i)

   

31 January
2007

US GAAP

 
     $A     $A     $A  

CURRENT ASSETS

      

Cash and cash equivalents

   138,436     —       138,436  

Trade and other receivables

   870,292     —       870,292  

Other current assets

   18,645     —       18,644  
                  

TOTAL CURRENT ASSETS

   1,027,373     —       1,027,373  
                  

NON CURRENT ASSETS

      

Property, plant and equipment

   2,841,002     (2,773,505 )   67,497  
                  

TOTAL NON CURRENT ASSETS

   2,841,002     (2,773,505 )   67,497  
                  

TOTAL ASSETS

   3,868,375     (2,773,505 )   1,094,870  
                  

CURRENT LIABILITIES

      

Trade and other payables

   365,807     —       365,807  

Short-term provisions

   131,999     —       131,999  

Short-term borrowings

   4,296     —       4,296  
                  

TOTAL CURRENT LIABILITIES

   502,102     —       502,102  
                  

NON CURRENT LIABILITIES

      

Employee benefits

   7,403     —       7,403  

Long-term borrowings

   1,095,092     —       1,095,092  

Deferred tax liability

   845,705     845,705     —    
                  

TOTAL NON CURRENT LIABILITIES

   1,948,200     845,705     1,102,495  
                  

TOTAL LIABILITIES

   2,450,302     845,705     1,604,597  
                  

NET ASSETS/(LIABILITIES)

   1,418,073     (1,927,800 )   (509,727 )
                  

CONTRIBUTED EQUITY

      

Contributed equity

   1     —       1  

Reserves

   2,160,175     (2,160,175 )   —    

Retained earnings

   (742,103 )   232,375     (509,728 )
                  

TOTAL EQUITY/(DEFICIENCY)

   1,418,073     (1,927,800 )   (509,727 )


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the 7 Months Ended 31 January 2007

 

18. RECONCILIATION WITH US GAAP (Cont.)

 

  (b) Reconciliation of Balance Sheet under AIFRS and US GAAP (Cont.)

Explanation of reconciliation adjustments

 

  (i) Property, plant and equipment

The Company previously revalued certain of its buildings and plant and equipment. Any revaluation increments and decrements are included in the Company’s reserves that form part of total equity. Revalued buildings and plant and equipment are depreciated over their estimated useful lives to the Company (land is not depreciated). The reserve is accounted for net of the deferred tax liability associated with the revaluation. Under US GAAP, revaluations of buildings and plant and equipment are not permitted. Accordingly, the net revaluation increment on buildings and plant and equipment and the depreciation charges on revalued buildings and plant and equipment are adjusted back to their historical cost for US GAAP purposes.

 

19. COMPANY DETAILS

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

11 Duerdin Street

Clayton Victoria, 3168


LOGO    BDO Kendalls Audit &
   Assurance (NSW-VIC) Pty Ltd
   The Rialto 525 Collins St
   Melbourne VIC 3000
   GPO Box 4736 Melbourne VIC 3001
   Phone 61 3 8320 2222
   Fax 61 3 8320 2200
   aa.melbourne@bdo.com.au
   www.bdo.com.au
   ABN 17 114 673 540

INDEPENDENT AUDITOR’S REPORT

To the members of Mimotopes Pty Limited

Report on the Financial Report

We have audited the accompanying financial report, being a special purpose financial report, of Mimotopes Pty Limited, which comprises the balance sheet as at 31 January 2007, and the income statement and cash flow statement for the seven months then ended a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation and fair presentation of the financial report and have determined that the accounting policies described in Note 1 to the financial statements, which form part of the financial report are appropriate to meet the needs of the members. The directors’ responsibility also 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

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. No opinion is expressed as to whether the accounting policies used, as described in Note 1, are appropriate to meet the needs of the members. We conducted our audit in accordance with Australian and US 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 judgement, 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.

  19  

BDO Kendalls is a national association of

separate partnerships and entities


LOGO

 

The financial report has been prepared for distribution to members. We disclaim any assumption of responsibility for any reliance on this report or on the financial report to which it relates to any person other than the members, or for any purpose other than that for which it was prepared

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Independence

In conducting our audit, we have complied with the independence requirements of the Australian professional accounting bodies.

Auditor’s Opinion

In our opinion, the financial report presents fairly, in all material respects, the financial position of Mimotopes Pty Ltd as at 31 January 2007 and of its financial performance and its cash flows for the seven months ended 31 January 2007 in accordance with the accounting policies described in Note 1 to the financial statements

Significant Uncertainty Regarding Continuation as a Going Concern

Without qualification to the opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1(a) (i), there is significant uncertainty whether Mimotopes Pty Ltd will be able to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report

 

LOGO
BDO Kendalls Audit & Assurance (NSW-VIC) Pty Ltd

 

LOGO

Paul Carr
Director
Melbourne
Dated the 21st day of December 2007

 

20


MIMOTOPES PTY LTD

ACN 090 841 286

Financial Report for the year ended 30 June 2006

CONTENTS

Directors’ Report

Auditor’s Independence Declaration

Independent Audit Report

Directors’ Declaration

Income Statement

Balance Sheet

Statement of Changes in Equity

Cash Flow Statement

Notes to the Financial Statements


MIMOTOPES PTY LTD

DIRECTORS’ REPORT

Your Directors present their report together with the financial report of the Company for the year ended 30 June 2006.

Directors

The names and qualifications of directors in office at any time during or since the end of the year are:

Mr Ron Deane (Chairman)

Qualifications and Experience:

Mr Deane has a distinguished career in the pharmaceutical and biotechnology industry. For over 20 years, he worked with CSL, where he became successively General Sales Manager, Marketing Director and then Group Director—Marketing, with responsibility for all sales, marketing and distribution activities across the four operating Divisions of Bioplasma, Pharmaceutical, Veterinary and Diagnostics.

In 1986, he became Group Director – Administration, controlling the Finance and Personnel functions.

He was then appointed Chief Executive Officer of CSL’s new wholly-owned biotech company, Mimotopes Pty Ltd (www.mimotopes.com). When Mimotopes was acquired by Chiron and later by another US biotechnology company, MitoKor Inc, he was asked to stay on as CEO on each occasion. He was appointed Chief Business Officer for MitoKor in 2000 and worked in San Diego until his retirement in 2002.

Mr Deane also served as a non-executive director from May 2002, and Non-Executive Chairman of VRI Biomedical from May 2003, to October 2003.

Dr Paul D’Sylva

Qualifications and Experience:

Prior to 1 July 2005 when Dr D’Sylva joined the PharmAust Group as a full-time executive in the role of Managing Director of Mimotopes Pry Ltd before moving to PharmAust Limited Managing Director in October 2005, Dr D’Sylva served as the Director of Research and Development at Murdoch University (2001 — 2005). He has led the development of a number of successful research joint-venture institutes, companies and funds. He is a member of the Australian Institute of Company Directors and holds an appointment as an Adjunct Professor of Business at Murdoch University. Dr D’Sylva hold a PhD.

Dr Wayne Best

Qualifications and Experience:

Dr Best has over 20 years experience in synthetic and medicinal chemistry in academia, government and industry. After four years with ICI Australia’s Research Group in Melbourne, Dr Best returned to Western Australia and spent the ten years preceding the establishment of Epichem at the Chemistry Centre (WA) where he was responsible for the formation and running of the Medicinal and Biological Chemistry Section. Dr Best is a Fellow of the Royal Australian Chemical Institute and currently holds appointments as an Adjunct Associate Professor at both Murdoch University and The University of Western Australia. Dr Best holds the following Qualifications: BSc(Hons)., PhD., DIC.

 

1


MIMOTOPES PTY LTD

DIRECTORS’ REPORT (Cont.)

 

Principal Activity and Review of Operations

The principal activities of the Company during the year were the processing and sale of research-grade peptide products.

Operating Results

The loss of the Company after income tax was $860,931 for the year ended 30 June 2006 (2005:$2,800,043 unaudited).

Significant Changes in State Of Affairs

In the opinion of the Directors, there were no significant changes in the state of affairs of the Company that occurred during the financial period, not otherwise disclosed in these financial statements.

Events Subsequent to the end of the Financial Period

No matters or circumstances have arisen since the end of the financial period, that significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.

Future Developments

Likely developments in the operations of the Company and the expected results of those operations in future financial years have not been included in this report, as the inclusion of such information is likely to result in unreasonable prejudice to the Company.

Environmental Regulation

The Company’s operations are not regulated by any significant environmental regulation under a Law of the Commonwealth or of a State or Territory.

Dividends

No dividends were declared or paid since the start of the financial year. No recommendation for payment of dividends has been made.

 

2


MIMOTOPES PTY LTD

DIRECTORS’ REPORT (Cont.)

 

Share Options

No options over issued shares or interests in the Company were granted during or since the end of the financial year and there were no options outstanding at the date of this report.

Directors’ Benefits

No director has received or has become entitled to receive, during or since the financial year, a benefit because of a contract made by the Company or related body corporate of a director, a firm which a director is a member or an entity in which a director has a substantial, financial interest.

Indemnifying Officer or Auditor

During the period the parent company did carry Directors and Officer Indemnity insurance (which covered the directors and officers of Mimotopes Pty Ltd). The premium for the policy is $23,040 per annum.

The Company’s Constitution provides that except as may be prohibited by Sections 199A and 1998 of the Corporations Act every Officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings whether civil or criminal.

Proceedings on behalf of Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

Auditor’s Independence Declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is included within the financial statements.

Adoption of Australian equivalents to International Financial Reporting Standards

As a result of the introduction of Australian equivalents to lnternational Financial Reporting Standards (IFRS), the company’s financial report has been prepared in accordance with those Standards. A reconciliation of adjustments arising on the transition to Australian equivalents to IFRS is included in Note 20 of the financial report.

Signed in accordance with a resolution of Directors

 

LOGO

Paul D’Sylva
Director
Dated this 5th day of December 2006

 

3


LOGO

AUDITOR’S INDEPENDENCE DECLARATION

TO THE DIRECTORS OF

MIMOTOPES PTY LTD

I declare that, to the best of my knowledge and belief, during the year ended 30 June 2006 there have been:

 

(a) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

 

(b) no contraventions of any applicable code of professional conduct in relation to the audit.

 

    LOGO
    RSM BIRD CAMERON PARTNERS
    Chartered Accountants
   

LOGO

Perth, WA     S C CUBITT
Dated: 5 December 2006     Partner

 

4

LOGO


LOGO

 

INDEPENDENT AUDIT REPORT

TO THE MEMBERS OF

MIMOTOPES PTY LTD

Scope

We nave audited the financial report of Mimotopes Pty Ltd for the year ended 30 June 2006, The Director’s are responsible for the financial report. We have conducted an independent audit of the financial report in order to express an opinion on it to the members.

Our audit has been conducted in accordance with Australian Auditing Standards and United States Generally Accepted Auditing Standards to provide reasonable assurance whether the financial report is free of material misstatement. Our procedures included examination, on a test basis, of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, so as to present a view which is consistent with our understanding of the Company’s financial position, the results of its operations and its cash flows.

The audit opinion expressed in this report has been formed on the above basis.

Qualification

The financial report for the year ended 30 June 2005 has not been audited, except for the balance sheet. Accordingly, we are not in a position to and do not express an opinion on the comparatives for 2005, except for the balance sheet.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

 

5

LOGO


Qualified Audit Opinion

In our opinion, except for the effects on the comparatives for 2005 of such adjustments, if any, as might have been determined to be necessary had the limitation on the scope of our work as discussed in the qualification paragraph not existed, the financial report of Mimotopes Pty Ltd is in accordance with:

 

(a) the Corporations Act 2001, including:

 

  (i) giving a true and fair view of the Company’s financial position at 30 June 2006 and of its performance for the year ended on that date; and

 

  (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and

 

(b) other mandatory financial reporting requirements in Australia.

 

    LOGO
    RSM BIRD CAMERON PARTNERS
    Chartered Accountants
   

LOGO

Perth, WA     S C CUBITT
Dated: 5 December 2006     Partner

 

6


MIMOTOPES PTY LTD

DIRECTORS’ DECLARATION

The Directors of the Company declare that:

 

1. the financial statements and notes are in accordance with the Corporations Act 2001, including;

 

  (a) comply with Accounting Standards and the Corporations Regulations 2001; and

 

  (b) give a true and fair view of the financial position as at 30 Jane 2006 and of the performance for the year ended on that date.

 

2. in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

 

LOGO

Paul D’Sylva
Director
Dated this 5th day of December 2006

 

7


MIMOTOPES PTY LTD

INCOME STATEMENT

For the year ended 30 June 2006

 

     Note   

2006

$

   

2005

Unaudited

$

 
         

Revenue

   2    4,008,315     5,381,317  

Other income

   2    9,185     46,244  

Raw materials and consumables used

      (539,296 )   (772,670 )

Employee benefits expense

      (2,201,696 )   (4,279,659 )

Depreciation expense

      (164,518 )   (469,279 )

Other expenses

   3    (1,972,921 )   (2,705,996 )
               

Loss before income tax expense

      (860,931 )   (2,800,043 )

Income tax (expense)/ benefit

   4    —       —    
               

Loss after income tax expense/ benefit

      (860,931 )   (2,800,043 )
               

The accompanying notes form part of these financial statements

 

8


MIMOTOPES PTY LTD

BALANCE SHEET

As at 30 June 2006

 

     Note    

2006

$

   

2005

$

        

CURRENT ASSETS

      

Cash and cash equivalents

   12 (a)   151,751     619,873

Trade and other receivables

   5     631,731     567,647

Other current assets

   6     3,406     25,620
            

TOTAL CURRENT ASSETS

     786,888     1,213,140
            

NON CURRENT ASSETS

      

Property, plant and equipment

   7     3,000,477     28,310
            

TOTAL NON CURRENT ASSETS

     3,000,477     28,310
            

TOTAL ASSETS

     3,787,365     1,241,450
            

CURRENT LIABILITIES

      

Trade and other payables

   8     602,816     782,833

Short-term provisions

   9     109,938     32,755

Short-term borrowings

   10     3,050     —  
            

TOTAL CURRENT LIABILITIES

     715,804     815,588
            

NON CURRENT LIABILITIES

      

Trade and other payables

   8     668,301     263,995

Long-term provisions

   9     6,078     1,161

Long-term borrowings

   10     11,442     —  
            

TOTAL NON CURRENT LIABILITIES

     685,821     265,156
            

TOTAL LIABILITIES

     1,401,625     1,080,744
            

NET ASSETS

     2,385,740     160,706
            

CONTRIBUTED EQUITY

      

Contributed equity

   11     1     1

Reserves

     2,941,752     —  

Retained earnings

     (556,013 )   160,705
            

TOTAL EQUITY

     2,385,740     160,706
            

The accompanying notes form part of these financial statements

 

9


MIMOTOPES PTY LTD

STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2006

 

    

Contributed
Equity

$

   

Retained

Earnings

$

   

Asset
Revaluation
Reserve

$

   

Total

$

 
          

2005 (Unaudited)

        

Balance at 1 July 2004

   5,682,070     (8,991,146 )   —       (3,309,076 )

Loss for the year

   —       (2,800,043 )   —       (2,800,043 )

Shares issued

   6,269,825     —       —       6,269,825  

Cancellation of issued capital

   (11,951,894 )   11,951,894     —       —    
                        

Balance at 30 June 2005

   1     160,705     —       160,706  
                        

2006

        

Balance at 1 July 2005

   1     160,705     —       160,706  

Loss for the year

   —       (860,931 )     (860,931 )

Revaluation increment

   —       —       3,085,965     3,085,965  

Depreciation of revalued assets

   —       144,213     (144,213 )   —    
                        

Balance at 30 June 2006

   1     (556,013 )   2,941,752     2,385,740  
                        

Description of Reserves

Asset Revaluation Reserve

The asset revaluation reserve records the revaluation of property, plant and equipment.

The accompanying notes form part of these financial statements

 

10


MIMOTOPES PTY LTD

CASH FLOW STATEMENT

For the year ended 30 June 2006

 

     Note    

2006

$

   

2005
Unaudited

$

 
        

Cash flows from operating activities

      

Receipts from customers

     3,952,656     5,399,871  

Payments to suppliers and employees

     (4,789,608 )   (9,494,386 )

Interest received

     751     7,390  
              

Net cash used in operating activities

   12 (b)   (836,201 )   (4,087,125 )
              

Cash flows from investing activities

      

Repayment of hire purchase creditors

     (3,937 )   —    

Payments for plant and equipment

     (32,290 )   (47,178 )
              

Net cash used in investing activities

     (36,227 )   (47,178 )
              

Cash flows from financing activities

      

Equity from related party

     —       6,269,825  

Repayment of related party loans

     —       (2,056,550 )

Proceeds from related party loans

     404,306     —    
              

Net cash provided by financing activities

     404,306     4,213,275  
              

Net Increase/ (decrease) in cash held

     (468,122 )   78,972  

Cash held at the beginning of the financial year

     619,873     540,901  
              

Cash held at the end of the financial year

   12 (a)   151,751     619,873  
              

The accompanying notes form part of these financial statements

 

11


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

1. STATEMENT OF ACCOUNTING POLICIES

 

  (a) Basis of preparation

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards, Urgent Issues Group Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001.

The financial report covers Mimotopes Pty Ltd as an individual entity. Mimotopes Pty Ltd is a company limited by shares, incorporated and domiciled in Australia.

The financial report of Mimotopes Pty Ltd complies with all Australian equivalents to International Financial Reporting Standards (AIFRS) in their entirety.

The following is a summary of the material accounting policies adopted by the Company in the preparation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.

First-time Adoption of Australian Equivalents to International Financial Reporting Standards

Mimotopes Pty Ltd has prepared financial statements in accordance with the Australian equivalents to International Financial Reporting Standards (AIFRS) from 1 July 2005.

In accordance with the requirements of AASB 1: First-time Adoption of Australian Equivalents to International Financial Reporting Standards, adjustments to the Company’s financial statements resulting from the introduction of IFRS have been applied retrospectively to 2005. These financial statements are the first financial statements of Mimotopes Pty Ltd to be prepared in accordance with AIFRS.

The accounting policies set out below have been consistently applied to all years presented.

Reconciliations of the transition from previous Australian GAAP to AIFRS have been included in Note 20 to this report.

Reporting Basis and Conventions

The financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realisation of the future potential of the Company’s assets and the discharge of their liabilities in the normal course of business.

The ability of the Company to continue as a going concern and meet its debts as and when they fall due is dependent on the continuing financial support of PharmAust Limited, the Company’s ultimate parent entity.

 

12


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

1. STATEMENT OF ACCOUNTING POLICIES

 

Reporting Basis and Conventions (Cont)

 

PharmAust Limited has undertaken to provide to the Company, by letter dated 4 December 2006, financial support for 12 months from that date or until the Company is sold by PharmAust Limited if that occurs within the 12 month period, necessary to enable it to meet its debts resulting from its activities, as and when they fall due and not to call on loans advanced to the Company for repayment until the Company has sufficient funds to repay its secured and unsecured creditors.

Accordingly the Directors believe that the Company will continue as a going concern and have adopted that method of accounting in the preparation of the financial report.

The financial report has also been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied.

 

  (b) Income Tax

The charge for current income tax expenses is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. 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 is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the Company will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

 

13


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

1. STATEMENT OF ACCOUNTING POLICIES (Cont.)

 

  (c) Property, Plant and Equipment

Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation and impairment losses.

The carrying amount of property, 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 assets employment and subsequent disposal The expected net cash flows have been discounted to their present values in determining recoverable amounts.

The Company recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Company and the cost of the item can be measured reliably. All other costs are recognised in the income statement as an expense as incurred.

Increases in the carrying amount of property, plant and equipment are credited to a revaluation reserve. Decreases that offset previous increases of the same asset are charged against fair value reserves directly in equity; all other decreases are charged to the income statement. Each year the difference between the depreciation based on the revalued carrying amount of the asset charged to the income statement and depreciation based on the asset’s original cost is transferred to the revaluation reserve from retained earnings.

Depreciation

The depreciable amount of property, plant and equipment, is depreciated on a straight line basis over their useful lives to the Company commencing from the lime the asset is held ready for use.

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

 

Class of Fixed Asset

   Depreciation Rate  

Leasehold improvements

   2.5 %

Plant and equipment

   20-33 %

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 or losses are included in the income statement. When revalued assets are sold, amounts in the revaluation reserve relating to that asset is transferred to retained earnings.

 

14


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

1. STATEMENT OF ACCOUNTING POLICIES (Cont.)

 

  (d) Impairment of Assets

At each reporting date, the Company 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 income statement.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

  (e) 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, plus related on-costs. 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.

 

  (f) Leases

Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership 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.

 

15


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

1. STATEMENT OF ACCOUNTING POLICIES (Cont.)

 

  (g) 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.

 

  (h) Revenue

Revenue from the sale of goods is recognised upon delivery of goods to the customer.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

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

 

  (i) 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 Taxation 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 balance sheet are 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.

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.

 

16


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

  

2005
Unaudited

$

       

2.      REVENUE

     

Operating activities:

     

Sale of goods

   4,008,315    5,381,317
         

Other activities:

     

Interest income

   751    7,390

Realised currency gain

   8,434    38,854
         
   9,185    46,244

3.      OTHER EXPENSES

     

Travel

   125,557    81,135

Maintenance

   196,638    274,338

Service

   139,499    168,738

Consulting

   245,067    121,117

Insurance

   80,745    73,594

Selling

   665,865    719,603

Administration

   519,550    1,267,471
         
   1,972,921    2,705,996
         

 

17


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

   

2005
Unaudited

$

 

4.      INCOME TAX EXPENSE

    

The prima facie tax on loss before income tax is reconciled to the income tax as follows:

    

Prima facie tax on loss before income tax at 30% (2005: 30%)

   (258,279 )   (840,013 )

Add:

    

Tax effect of:

    

Allocation of income tax credit/(debit) to the ultimate parent entity under the tax sharing agreement

   258,279     (48,211 )

Deferred tax asset not recognised

   —       888,224  
            

Income tax expense/ (benefit)

   —       —    
            

PharmAust Ltd (the ultimate parent entity) and its wholly-owned subsidiaries (which includes Mimotopes Pty Ltd) have formed an income tax consolidated regime. Each entity in the group recognises its own current and deferred tax liabilities, except for any deferred tax liabilities resulting from unused tax losses and tax credits which are immediately assumed by the parent entity. The current tax liability of each group entity is then subsequently assumed by the parent entity. The tax consolidated group has entered a tax sharing agreement whereby each company in the group contributes to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

      

 

18


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

   

2005

$

 
      

5.      TRADE AND OTHER RECEIVABLES

    

Trade debtors

   598,530     556,922  

Provision for doubtful debts

   (41,000 )   (41,000 )
            
   557,530     515,922  
            

GST receivables

   —       38,693  

Other related parties

   60,720     —    

Other debtors

   13,481     13,032  
            
   74,201     51,725  
            
   631,731     567,647  
            

6.      OTHER CURRENT ASSETS

    

Prepayments

   3,406     25,620  
            

7.      PROPERTY, PLANT AND EQUIPMENT

    

Plant and equipment

    

Cost

   79,030     28,310  

Independent valuation (December 2005)

   1,185,965     —    

Accumulated depreciation

   (140,768 )   —    
            
   1,124,227     28,310  
        

Leasehold improvements

    

Independent valuation (December 2005)

   1,900,000     —    

Accumulated depreciation

   (23,750 )   —    
            
   1,876,250     —    
            
   3,000,477     28,310  
            

 

Movements in Carrying Amounts       
    

Plant and
Equipment

$

   

Leasehold
Improvements

$

   

Total

$

        

Balance at the beginning of year

   28,310     —       28,310

Additions

   50,720     —       50,720

Revaluation increments

   1,185,965     1,900,000     3,085,965

Depreciation expense

   (140,768 )   (23,750 )   164,518
                

Carrying amount at end of year

   1,124,227     1,876,250     3,000,477
                

 

19


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

  

2005

$

       

8.      TRADE AND OTHER PAYABLES

     

CURRENT

     

Trade creditors and accruals

   497,696    457,592

Deferred revenue

   —      325,241

Sundry creditors

   5,833    —  

Other related parties

   99,287    —  
         
   602,816    782,833
         

NON CURRENT

     

Amounts payable to:

     

- Other related parties

   668,301    263,995
         

9.      PROVISIONS

     

SHORT-TERM

     

Provision for employee entitlements

   109,938    32,755
         

LONG-TERM

     

Provision for employee entitlements

   6,078    1,161
         

 

20


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

  

2005
Unaudited

$

 
       

10.    BORROWINGS

     

SHORT-TERM

     

Hire purchase creditors

   3,050    —    
           

LONG-TERM

     

Hire purchase creditors

   11,442    —    
           

11.    CONTRIBUTED EQUITY

     

Fully paid ordinary shares

   1    1  
           

Reconciliation

     

At the beginning of reporting period

   1    5,682,070  

Shares issued during the year

   —      6,269,825  

Cancellation of issued capital

   —      (11,951,894 )
           

At reporting date

   1    1  
           

 

12. NOTES TO THE CASH FLOW STATEMENT

 

  (a) Reconciliation of cash

For the purpose of the cash flow statement, 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 period as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:

 

Cash at bank and on hand

   151,751    619,873
         

 

21


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

   

2005
Unaudited

$

 
      

12.    NOTES TO THE CASH FLOW STATEMENT (CONT.)

    

(b)    Reconciliation of net cash provided by operating activities to loss after tax

    

Loss after tax

   (860,931 )   (2,800,043 )

Depreciation

   164,518     469,279  

Movement in assets and liabilities

    

Receivables

   (64,094 )   86,875  

Payables

   (180,008 )   (1,117,747 )

Other assets

   22,214     231,994  

Provisions

   82,100     (957,483 )
            

Net cash used in operating activities

   (836,201 )   (4,087,125 )
            

 

  (c) Non Cash Investing and Financing Activities

During the year plant and equipment was purchased by way of finance leases for $17,045 (2005:nil).

 

22


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

   

2005
Unaudited

$

      

13.    COMMITMENTS

    

Hire Purchase Liabilities

    

Payable not later than one year

   4,296     —  

Payable later than one year but not

    

later than five years

   13,245     —  
          

Total payments

   17,541     —  

Less future finance charges

   (3,049 )   —  
          

Total hire purchase liabilities

   14,492     —  
          

Operating Lease Commitments

    

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

    

Payable not later than one year

   160,138     154,450

Payable later than one year but not later than five years

   250,995     386,433
          

Total operating lease commitments

   411,133     540,883
          

 

23


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

14. KEY MANAGEMENT PERSONNEL

 

  (a) Key management personnel

The directors of the Company during the year were -

Mr Ron Deane (Chairman)

Dr Paul D’Sylva

Dr Wayne Best

Other key management, personnel of the Company -

Mr Wayne Sampson

Mr Nick Ede

Mr Jim Eadie

 

  (b) Key management personnel remuneration

2006

 

     Salary   

Super-

annuation

   Bonus    Non-cash
Benefits
   Other    Total

Total

   275,392    36,388    —      —      1,400    313,180
                             

2005 (Unaudited)

 

      Salary   

Super-

annuation

   Bonus    Non-cash
Benefits
   Other    Total
Total    263,427    23,708    —      —      —      287,135
                             

 

  (c) Other transactions with key management personnel

There were no other transactions with key management personnel of the Company.

 

24


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

    

2006

$

  

2005
Unaudited

$

       

15.    RELATED PARTY TRANSACTIONS

     

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

     

The ultimate parent entity is PharmAust Limited.

     

Intercompany receivables:

     

-        PharmAust Limited

   23,760    —  

-        Epichem Pty Ltd

   36,960    —  
         
   60,720    —  
         

Intercompany payables:

     

-        PharmAust Limited

   714,579    263,995

-        Epichem Pty Ltd

   36,509    —  

-        PharmAust Chemistry

   16,500    —  
         
   767,588    263,995
         

Transactions with related parties:

     

Other related parties

     

Sales - Fisher

   —      772,082

Sales - Epichem Pty Ltd

   33,600    —  

Purchases - Epichem Pty Ltd

   88,484    105,085
         
   122,084    877,167
         

 

25


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

16. FINANCIAL INSTRUMENTS

 

  (a) Interest rate risk

 

 

    2006

 

     Rates     Variable    Fixed     Non-interest     Total  
                1 year     1 to 5 years              

Financial Assets

             

Cash and cash equivalents

   0.03 %   57,178    —       —       94,573     151,751  

Trade and other receivables

   —       —      —       —       631,731     631,731  
                               
     57,178    —       —       726,304     783,482  
                               

Financial Liabilities

             

Trade and other payables

   —       —      —       —       1,271,117     1,271,117  

Hire purchase creditors

   9,50 %   —      3,050     11,442     —       14,492  

Provisions

   —       —      —       —       116,016     116,016  
                               
     —      3,050     11,442     1,387,133     1,401,625  
                               

Net Financial Assets/(Liabilities)

     57,178    (3,050 )   (11,442 )   (660,829 )   (618,143 )
                               

    2005 (Unaudited)

 

     Rates     Variable    Fixed     Non-interest     Total  
                1 year     1 to 5 years              

Financial Assets

             

Cash and cash equivalents

   —       —      —       —       619,873     619,873  

Trade and other receivables

   —       —      —       —       567,647     567,647  
                               
     —      —       —       1,187,520     1,187,520  
                               

Financial Liabilities

             

Trade and other payables

   —       —      —       —       1,046,828     1,046,828  

Provisions

     —      —       —       33,916     33,916  
                               
   —       —      —       —       1,080,744     1,080,744  
                               

Net Financial Assets/(Liabilities)

   —       —      —       —       106,776     106,776  
                               

 

26


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

16. FINANCIAL INSTRUMENTS (CONT.)

 

  (b) Credit risk

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount net of any provisions for doubtful debts, as disclosed in the balance sheet and notes to the financial statements.

 

  (c) Net fair values

The net fair value of financial assets and liabilities of the Company approximates their carrying amount.

The Company has no financial assets and liabilities where the carrying amount exceeds the net fair value at balance date.

No financial assets and financial liabilities are readily traded on organised markets in standardised form.

The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the balance sheet and in the notes to the financial statements.

 

17. SEGMENT REPORTING

Primary Reporting – Business Segments

The Company only operates in one business segment, being the processing and sale of research grade peptide products.

 

27


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

17. SEGMENT REPORTING (Cont.)

 

Secondary Reporting – Geographical Segments

The Company generates revenue primarily in Australia, Asia, Europe and USA. Sales to other countries are immaterial.

 

2006   

Australia

$

   

Asia

$

  

USA

$

  

Europe

$

  

Total

$

 
             

REVENUE

             

Segment Revenue from operating activities

   1,047,011     254,082    1,870,110    837,112    4,008,315  
                           

ASSETS

             

Segment assets

   3,787,365     —      —      —      3,787,365  
                           

OTHER

             

Segment assets revalued

   3,085,965     —      —      —      3,085,965  

Segment assets acquired

   50,720     —      —      —      50,720  

Segment depreciation and amortisation

   (164,518 )   —      —      —      (164,518 )
                           
2005 (Unaudited)   

Australia

$

   

Asia

$

  

USA

$

  

Europe

$

  

Total

$

 
             

REVENUE

             

Segment Revenue from operating activities

   1,056,542     463,083    3,208,295    653,397    5,381,317  
                           

ASSETS

             

Segment assets

   1,241,450     —      —      —      1,241,450  
                           

OTHER

             

Segment assets acquired

   28,310     —      —      —      28,310  

Segment depreciation and amortisation

   (469,279 )   —      —      —      (469,279 )
                           

 

28


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

18. EVENTS SUBSEQUENT TO THE REPORTING DATE

On 25 July 2006, Nick Hagan was appointed to the role of Chief Executive Officer of the Company.

On 6 October 2006, the Chief Operating Officer Wayne Sampson was made redundant.

 

19. CONTINGENT LIABILITIES

There were no contingent liabilities at the reporting date.

 

20. RECONCILIATION WITH US GAAP

 

  (a) Reconciliation of Income Statement under AIFRS and US GAAP

INCOME STATEMENT

For the year ended 30 June 2006

 

     2006
Audited
IFRS
    Reconciliation
Adjustments
    2006
US GAAP
 
     $A     $A     $A  

Revenue

   4,008,315     —       4,008,315  

Other income

   9,185     —       9,185  

Raw materials and consumables used

   (539,296 )   —       (539,296 )

Employee benefits expense

   (2,201,696 )   —       (2,201,696 )

Depreciation expense

   (164,518 )   144,213 (i)   (20,305 )

Other expenses

   (1,972,921 )   -—       (1,972,921 )
                  

Loss before income tax expense

   (860,931 )   144,213     (716,718 )

Income tax expense

   —       —       —    

Loss after income tax expense

   (860,931 )   144,213     (716,718 )

 

29


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

20. RECONCILIATION WITH US GAAP (Cont.)

 

  (b) Reconciliation of Balance Sheet under AIFRS and US GAAP

BALANCE SHEET

As at 30 June 2006

 

     2006
Audited
IFRS
    Reconciliation
Adjustments
    2006
US GAAP
 
     $A     $A     $A  

CURRENT ASSETS

      

Cash and cash equivalents

   151,751     —       151,751  

Trade and other receivables

   631,731     —       631,731  

Other current assets

   3,406     —       3,406  
                  

TOTAL CURRENT ASSETS

   786,888     —       786,888  
                  

NON CURRENT ASSETS

      

Property, plant and equipment

   3,000,477     (2,941,752 )(i)   58,725  
                  

TOTAL NON CURRENT ASSETS

   3,000,477     (2,941,752 )   58,725  
                  

TOTAL ASSETS

   3,787,365     (2,941,752 )   845,613  
                  

CURRENT LIABILITIES

      

Trade and other payables

   602,816     —       602,816  

Short-term provisions

   109,938     —       109,938  

Short-term borrowings

   3,050     —       3,050  
                  

TOTAL CURRENT LIABILITIES

   715,804     —       715,804  
                  

NON CURRENT LIABILITIES

      

Trade and other payables

   668,301     —       668,301  

Long-term provisions

   6,078     —       6,078  

Long-term borrowings

   11,442     —       11,442  
                  

TOTAL NON CURRENT LIABILITIES

   685,821     —       685,821  
                  

TOTAL LIABILITIES

   1,401,625     —       1,401,625  
                  

NET ASSETS/(LIABILITIES)

   2,385,740     (2,941,752 )   (556,012 )
                  

CONTRIBUTED EQUITY

      

Contributed equity

   1     —       1  

Reserves

   2,941,752     (2,941,752 )(i)   —    

Retained earnings

   (556,013 )   —       (556,013 )
                  

TOTAL EQUITY/(DEFICIENCY)

   2,385,740     (2,941,752 )   (556,012 )
                  

 

30


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

20. RECONCILIATION WITH US GAAP (Cont.)

 

  (b) Reconciliation of Balance Sheet under AIFRS and US GAAP (Cont.)

 

Explanation of reconciliation adjustments

 

  (i) Property, plant and equipment

The Company previously revalued certain of its buildings and plant and equipment. Any revaluation increments and decrements are included in the Company’s reserves that form part of total equity. Revalued buildings and plant and equipment are depreciated over their estimated useful lives to the Company (land is not depreciated). Under US GAAP, revaluations of buildings and plant and equipment are not permitted. Accordingly, the revaluation increment on buildings and plant and equipment and the depreciation charges on revalued buildings and plant and equipment are adjusted back to their historical cost for US GAAP purposes.

 

21. FIRST TIME ADOPTION OF AUSTRALIAN EQUIVALENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS

For periods up to and including the year ended 30 June 2005, the Company prepared its financial statements in accordance with Australian generally accepted accounting practice (AGAAP). These financial statements for the year ended 30 June 2006 are the first the Company is required to prepare in accordance with Australian equivalents to International Financial Reporting Standards (AIFRS).

Accordingly, the Company has prepared financial statements that comply with AIFRS applicable for periods beginning on or after 1 January 2005. In preparing these financial statements, the Company has started from an opening balance sheet as at 1 July 2004, the Company’s date of transition to AIFRS, and made those changes in accounting policies and other restatements required by AASB 1 First-time adoption of AIFRS.

This note explains the principal adjustments made by the Company in restating its AGAAP balance sheet as at 1 July 2004 and its previously published AGAAP financial statements for the year ended 30 June 2005.

Effect of AIFRS on the balance sheet as at 1 July 2004 and 30 June 2005

No impact. There are no material differences between the balance sheet presented under AIFRS and the balance sheet presented under previous AGAAP as at 1 July 2004 and 30 June 2005.

Effect of AIFRS on the income statement for the financial year ended 30 June 2005

No impact. There are no material differences between the income statement presented under AIFRS and the income statement presented under previous AGAAP for the financial year ended 30 June 2005.

 

31


MIMOTOPES PTY LTD

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 30 June 2006

 

21. FIRST TIME ADOPTION OF AUSTRALIAN EQUIVALENTS TO INTERNATIONAL FINANCIAL REPORTING STANDARDS (Cont.)

 

Effect of AIFRS on cash flow statement for the financial year ended 30 June 2005

No impact. There are no material differences between the cash flow statement presented under AIFRS and the cash flow statement presented under previous AGAAP for the financial year ended 30 June 2005.

 

22. COMPANY DETAILS

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

11 Duerdin Street

Clayton Victoria, 3168

 

32