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Appendix 4D
1. Company Details
Name of Entity
ON Q Group Limited
ABN Half year ended (“current period”) Half year ended (“previous period”)
009 104 330 31 December 2014 31 December 2013
2. Results for announcement to the market
Change $’000
-
Change
%
2014 $’000
2013 $’000
2.1 Revenues from continuing operations N/A N/A
- N/A
2.2 Profit / (loss) from continuing operations after tax attributable to members
N/A N/A - N/A
2.3 Net profit / (loss) for the period attributable to members
N/A N/A 75,514 N/A
2.4 Dividends Amount per security Franked amount per security
Interim dividend declared N/A N/A
2.5 Record date for determining entitlements to the dividend N/A
2.6 Brief explanation of any of the figures in 2.1 to 2.4 above necessary to enable figures to be understood The company was placed into voluntary administration on 28 July 2008 and subsequently placed into liquidation on 23 December 2008. A Deed of Company Arrangement (DOCA) was entered into on 12 March 2014. The Company was released from the DOCA on 27 November 2014. The Net profit for the period of $75,513,880 was mainly due to “Write-back of payables on settlement of DOCA” amounting to $76,272,483.
3. Net tangible assets per security 31 December 2014 31 December 2013
Net tangible asset backing per ordinary security 0.095 cents N/A
4. Details of entities over which control has been gained or lost
4.1. Control gained over entities
N/A
4.2. Control lost over entities
N/A
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5. Dividends
Individual dividends per security
Date dividend
is payable Amount per
security
Franked amount per security at 30% tax
Amount per security of
foreign source
dividend
Interim dividend: Current year Previous year
N/A N/A
N/A N/A
N/A N/A
N/A N/A
6. Dividend reinvestment plans
The dividend or distribution plans shown below are in operation.
N/A
The last date(s) for receipt of election notices for the dividend or distribution plans.
N/A
7. Details of associates and joint entities
N/A
8. Foreign entities
For foreign entities, details of origin of accounting standards used in compiling the report.
N/A
9. If the accounts are subject to audit dispute or qualification, details are described
below.
The Auditors express a qualified conclusion that except for the possible effect on the financial statements of the matter referred to in the Basis for Qualified Conclusion paragraph in the Auditor’s Review Report, they have not become aware of any matter that makes them believe that the half-year financial report of On Q Group Limited is not in accordance with the Corporations Act 2001.
Sign here: Date: 24 April 2015 Director
Print Name: Khoo Ghee Choo (Jamie)
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ON Q Group Limited ACN 009 104 330
2014 INTERIM REPORT
For half year ended 31 December 2014
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ REPORT
Your directors submit the financial report of the company for the half-year ended 31 December 2014.
Directors
The names of directors who held office during or since the end of the half-year are as follows. The directors
have been in office since the start of the financial period to the date of this report unless otherwise stated.
Current Directors
Khoo Ghee Choo (Jamie), Non-executive director, appointed 3 September 2014
Ko Chun Way (Wayne), Non-executive director, appointed 3 September 2014
Chow Yee Koh, Non-executive director, appointed 3 September 2014
Previous Directors
Ian Christiansen, Non-executive director, 21 March 2003 – 3 September 2014 (removed)
Julian Little, Executive director, 28 February 2001 – 3 September 2014 (removed)
Review of Operations
The company was placed into voluntary administration on 28 July 2008 and subsequently placed into
liquidation on 23 December 2008. A Deed of Company Arrangement (DOCA) was entered into on 12 March
2014. The Company was released from the DOCA on 27 November 2014.
The Company’s shares were suspended from trading on the ASX since 5 May 2008.
The profit of the company for half year period ended 31 December 2014 is $75,513,880 (2013: N/A).
On 3 September 2014, an Extraordinary General Meeting (“EGM”) of shareholders on recapitalisation of the
Company was called. All resolutions of the EGM were passed by the requisite majority. A new board of
directors was appointed to replace the old board.
On 17 October 2014, Supreme Court Judgement on termination of winding up procedure of the Company was
obtained, and on 27 November 2014, the Deed of Company Arrangement was effectuated.
On 22 December 2014, ONQ Group Limited entered into a conditional Sale and Purchase agreement to acquire
a Singapore biotechnology company which focuses on using stem cell technology to grow and extract plant
essence. Completion of the Sale and Purchase agreement is dependent on the Company resuming re-
quotation on the ASX.
ON Q Group Limited is planning to resume quotation on Australian Securities Exchanges in 2015.
Significant Events after Reporting Date
Refer to Note 2 of the financial report for details of significant events after the reporting date.
Auditor’s Declaration
The lead auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on
page 2 of the financial report for the half-year ended 31 December 2014.
Signed in accordance with a resolution of the directors:
Khoo Ghee Choo (Jamie)
Director
24 April 2015
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the financial report of On Q Group Limited for the half-year ended 31 December 2014 I declare that, to the best of my knowledge and belief, there have been no contraventions of: (a) the auditor independence requirements of the Corporations Act 2001 in relation to the review;
and
(b) any applicable code of professional conduct in relation to the review. HLB Mann Judd Assurance (NSW) Pty Ltd M D Muller Chartered Accountants Director Sydney, NSW 24 April 2015
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
Half year
31 Dec 2014
A$
Half year
31 Dec 2013
A$
Revenue - N/A
Interest income 154 N/A
Director fees (28,470) N/A
Settlement of Deed of Company Arrangement (“DOCA”) (168,000) N/A
Write-back of payables on settlement of DOCA 76,272,483 N/A
Share based payments (226,630) N/A
Administrative expenses (335,657) N/A
Profit before income tax expense 75,513,880 N/A
Income tax expense - N/A
Profit for the half-year 75,513,880 N/A
Other comprehensive income for the period - N/A
Total comprehensive income for the period 75,513,880 N/A
Earnings Per Share
Basic earnings per share (cents per share) 153.95 N/A
Diluted earnings per share (cents per share) 114.35 N/A
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes to the financial statements.
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2014
Note
As at
31 Dec 2014
A$
As at
30 Jun 2014
A$
ASSETS
CURRENT ASSETS
Cash and cash equivalents 501,211 -
Other receivables 3 24,904 21,105
TOTAL CURRENT ASSETS 526,115 21,105
TOTAL ASSETS 526,115 21,105
LIABILITIES
CURRENT LIABILITIES
Trade and other payables 4 208,983 76,272,483
TOTAL CURRENT LIABILITIES 208,983 76,272,483
TOTAL LIABILTIES 208,983 76,272,483
NET ASSETS 317,132 (76,251,378)
EQUITY
Issued capital 5 25,009,130 24,147,000
Reserve 6 192,500 -
Accumulated losses 7 (24,884,498) (100,398,378)
TOTAL EQUITY 317,132 (76,251,378)
The above statement of financial position should be read in conjunction with the accompanying notes to the
financial statements.
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
STATEMENT OF CHANGES IN EQUITY
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
Issued Capital
Option
Reserve
Retained
Earnings Total
A$ A$ A$ A$
Balance at 1 July 2013 24,147,000 N/A N/A N/A
Total comprehensive income for the period - N/A N/A N/A
Balance at 31 December 2013 24,147,000 N/A N/A N/A
Balance at 1 July 2014 24,147,000 - (100,398,378) (76,251,378)
Shares issued 940,130 - - 940,130
Capital raising costs (78,000) - - (78,000)
Issue of performance option - 192,500 - 192,500
Total comprehensive income for the period - - 75,513,880 75,513,880
Balance at 31 December 2014 25,009,130 192,500 (24,884,498) 317,132
The above statement of changes in equity should be read in conjunction with the accompanying notes to the
financial statements.
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
STATEMENT OF CASH FLOWS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
Half year
31 Dec 2014
A$
Half year
31 Dec 2013
A$
CASH FLOWS RELATING TO OPERATING ACTIVITIES - N/A
Payments to suppliers and employees (159,000) N/A
Interest paid (43) N/A
Interest income received 154 N/A
Net cash from operating activities (158,889) N/A
CASH FLOWS RELATING TO INVESTING ACTIVITIES - N/A
CASH FLOWS RELATING TO FINANCING ACTIVITIES
Proceeds from issue of shares 905,000 N/A
Payment of share issue cost (78,000) N/A
Issue of performance options 1,000 N/A
Settlement of Deed of Company Arrangement (168,000) N/A
Loan from director 100 N/A
Net cash from financing activities 660,100 N/A
Net increase in cash and cash equivalents 501,211 N/A
Cash and cash equivalents at beginning of half year - N/A
Cash and cash equivalents at end of half year 501,211 N/A
The above statement of cash flows should be read in conjunction with the accompanying notes to the financial
statements.
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
NOTE 1: BASIS OF PREPARATION
On Q Group Limited (the “Company”) is a company domiciled in Australia. The interim financial report is a
general purpose financial report which has been prepared in accordance with Australian Accounting Standards
including AASB 134 Interim Financial Reports and the Corporations Act 2001.
The half-year financial report is intended to provide users with an update on the consolidated company’s latest
financial statement. As such, the half-year report does not include full disclosures of the type normally
included in an annual financial report.
It is recommended that this financial report be read in conjunction with the annual financial report for the year
ended 30 June 2014 and with any public announcements issued during the half-year in accordance with the
continuous disclosure obligations arising under the Corporations Act 2001 and Australian Securities Exchange.
MAINTENANCE OF ACCOUNTING RECORDS
The company was placed into voluntary administration on 28 July 2008 and subsequently placed into
liquidation on 23 December 2008. A Deed of Company Arrangement (DOCA) was entered into on 12 March
2014. The Company was released from DOCA on 27 November 2014.
The current directors were all appointed on 3 September 2014 and have since arranged the statutory financial
statements to be prepared and brought up to date for the purposes of satisfying the company’s’ reporting
requirements. The current directors have prepared the financial report based on available information
provided to them following their appointment.
Given the circumstances and the Company's current position, the statutory accounts have been prepared on
limited available information. Where insufficient information is available for disclosure in prior periods, this is
noted in the financial statements and notes as “N/A” (not available).
NOTE 2: SUBSEQUENT EVENTS
26 February 2015 - Issued 5,000,000 shares through exercising of options by option holder.
17 March 2015 - Issued 95,000,000 shares through exercising of options by option holders.
31 March 2015 – Company issued 49,101,374 Convertible Notes to raise $3,437,096.
No other matters or circumstances have arisen since the end of the financial year which significantly affected
or may significantly affect the operations of the Company, the results of those operations, or the state of
affairs of the Company
NOTE 3: OTHER RECEIVABLES
31 Dec 2014 30 Jun 2014
A$ A$
CURRENT
Other receivables 21,105 21,105
GST receivable 3,799 -
24,904 21,105
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
NOTE 4: TRADE AND OTHER PAYABLES
31 Dec 2014 30 Jun 2014
A$ A$
CURRENT
Other payables 136,763 -
Accruals 72,220 -
Creditors recomputed and recognised on execution of
Deed of Company Arrangement - 76,272,483
208,983 76,272,483
NOTE 5: ISSUED CAPITAL
31 Dec 2014 30 Jun 2014
A$ A$
Issued and fully paid ordinary shares 25,009,130 24,147,000
Movements in ordinary shares Number of shares A$
At the beginning of reporting period 73,950,146 24,147,000
Reconstruction of issued shares (22 shares to 1 share) (70,587,521) -
Issuance of shares to Creditors Trust and Benelong
Capital Partners Pty Ltd*
12,330,820
35,130
Placement of shares at 0.28 cent per share 317,661,704 905,000
Placement cost - (78,000)
At reporting date 333,355,149 25,009,130
* Benelong Capital Partners Pty Ltd (“Benelong”) is a firm specialising in recapitalising of ASX listed and
suspended companies. Benelong co-ordinated the completion of the recapitalisation proposal, the
shareholders meeting, the DOCA effectuation and the termination of the liquidation.
The directors have determined the fair value of the shares issued to Creditors Trust and Benelong Capital
Partners Pty Ltd to be A$35,130.
NOTE 6: RESERVES
31 Dec 2014 30 Jun 2014
A$ A$
Option Reserve 192,500 -
Movements in Option Reserve Number of options A$
Balance at the beginning of the financial Year - -
Issued during the period (0.001 cent per option) 100,000,000 192,500
Balance at the reporting date 100,000,000 192,500
On 30 October 2014, 100,000,000 options were issued to an investment group for introducing a project to the
Company. The options are exercisable at a price of 0.002 cents on or before 31 December 2015 provided the
Company signs a Heads of Agreement to adopt the project introduced by the investment group.
The directors have determined the fair value of the options issued to the investment group to be A$192,500.
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
NOTE 7: RETAINED EARNINGS
31 Dec 2014 30 Jun 2014
A$ A$
Retained profits at the beginning of the financial period (100,398,378) N/A
Retained profits recomputed and recognised upon execution of
Deed of Company Arrangement
-
(100,398,378)
Total comprehensive income 75,513,880 -
Retained profits at reporting date (24,884,498) (100,398,378)
NOTE 8: RELATED PARTY BALANCES AND TRANSACTIONS
31 Dec 2014 30 Jun 2014
A$ A$
BALANCES
Amount due to directors 61,230 N/A
Amount due to a shareholder 63,083 N/A
TRANSACTIONS
Director fees 28,470 N/A
Corporate services rendered by directors 15,575 N/A
NOTE 9: SEGMENT INFORMATION
The directors have considered the requirements of AASB 8 Operating Segments and the internal reports that
are received by the Board in allocating resources and have concluded at this time that there are no separately
identifiable segments. This decision has been made specifically in light of the reduced size and scope of the
Company’s operations given the restructure of the Company, as disclosed throughout the report.
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ON Q GROUP LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS’ DECLARATION
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
In the directors’ opinion:
1. The financial statements and notes set out on pages 3 to 9 are in accordance with the Corporations Act
2001, including:
i. complying with Accounting Standard 134: Interim Financial Reporting, and
ii. giving a true and fair view of the company’s financial position as at 31 December 2014 and of its
performance for the half-year ended on that date.
2. 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 directors.
Khoo Ghee Choo (Jamie)
Director
Sydney
24 April 2015
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Direrector
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ON Q GROUP LIMITED
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
INDEPENDENT AUDITOR’S REVIEW REPORT To the members of On Q Group Ltd Report on the half-year financial report We have reviewed the accompanying half-year financial report of On Q Group Ltd (“the company”) which comprises the statement of financial position as at 31 December 2014, the statement of profit or loss and other comprehensive income, the statement of changes in equity, the statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies, other selected explanatory notes and the directors’ declaration of the company. Directors’ Responsibility for the Half-Year Financial Report The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the company’s financial position as at 31 December 2014 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of the company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls. Our review did not involve an analysis of the prudence of business decisions made by directors or management. F
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ON Q GROUP LIMITED
FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
INDEPENDENT AUDITOR’S REVIEW REPORT (CONTINUED)
Independence In conducting our review, we have complied with independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2011, which has been given to the directors of On Q Group Ltd, would be in the same terms if given to the directors as at the time of this independent auditor’s review report. Basis for Qualified Conclusion Because of incomplete accounting and statutory records of the Company during half-year ended 31 December 2013 and full year ended 30 June 2014, we were unable to obtain all the information and explanations we require in order to form a conclusion on the half-year financial report for 31 December 2013 and an opinion on the full year ended 30 June 2014. Since information was not available, we were unable to determine whether adjustments to the results of operations and opening retained earnings might be necessary for the half-year ended 31 December 2014. Our review conclusion on the financial report for the period ended 31 December 2013 and the audit opinion on the financial report for the year ended 30 June 2014 were modified as a result of the issue above. Our conclusion on the current period's financial report is also modified because of the possible effect of this matter on the comparability of the current period's figures and the corresponding figures. Qualified Conclusion Based on our review, which is not an audit, except for the possible effect on the financial statements of the matter referred to in the preceding paragraph, we have not become aware of any matter that makes us believe that the half-year financial report of On Q Group Limited is not in accordance with the Corporations Act 2001 including: (a) giving a true and fair view of the company’s financial position as at 31 December 2014 and of
its performance for the half-year ended on that date; and
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and The Corporations Regulations 2001.
HLB Mann Judd Assurance (NSW) Pty Ltd M D Muller Chartered Accountants Director Sydney, NSW 24 April 2015
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