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					RIMCapital Limited



  ABN 72 064 874 620




Annual Report 2004
RIMCapital Limited


Year ended 30 June 2004


                                              Corporate Directory



Directors:                        Robert Moyse Willcocks (Chairman)
                                  Chris Seow Ngee Lim (Executive Director)
                                  Chong Sok Un (Executive Director)

Secretary:                        Stuart Cameron

Principal & Registered            Suite 505 Kindersley House
Office :                          Level 5, 33 Bligh Street
                                  Sydney NSW 2000
                                  Tel: (02) 9232 0211
                                  Fax: (02) 9232 0233
                                  e-mail: info@rimcapital.com.au

Share Registrar:                  ASX Perpetual Registrars Limited
                                  Level 8
                                  580 George Street
                                  Sydney NSW 2000

                                  Postal Address
                                  Locked Bag A14
                                  Sydney South NSW 1235

Auditors:                         PricewaterhouseCoopers
                                  Chartered Accountants
                                  Darling Park Tower 2
                                  201 Sussex Street
                                  Sydney NSW 1171

Bankers:                          Westpac Banking Corporation
                                  60 Martin Place
                                  Sydney NSW 2000

Solicitors:                       Mallesons Stephen Jaques
                                  Level 60
                                  Governor Phillip Tower
                                  1 Farrer Place
                                  Sydney NSW 2000

                                  Kemp Strang
                                  Level 14, 55 Hunter Street,
                                  Sydney NSW 2000

Stock Exchange                    RIMCapital Limited shares are listed on the
Listing:                          Australian Stock Exchange Limited (Code “RMC”)

Company Number:                   ACN: 064 874 620
                                  ABN: 72 064 874 620


The Company’s listed subsidiary eStar Online Trading Limited changed its name to Infracorp Limited on 17 October 2003.
                                                           RIMCapital Limited




                                                CONTENTS




Corporate directory                                           inside front cover

Contents                                                                      1

Chairman and Managing Director's report                                       2

Directors’ report                                                           4-8

Corporate governance statement                                             9-10

Consolidated financial statements                                         11-13

Notes to the financial statements                                         14-31

Directors’ declaration                                                       32

Independent audit report to the members                                   33-34

Information for the Australian Stock Exchange                             35-39




                                                   1
RIMCapital Limited

Year ended 30 June 2004

CHAIRMAN’S REPORT FOR THE YEAR ENDED 30 JUNE 2004


Dear Shareholder

The consolidated entity has seen a major restructuring and reorganization for the last 12 months. It has managed a small
profit of $70,031 for the year, compared to about $1.5M of losses last year.

On 29 September 2003, the Company announced that it would offer for sale up to 5 million of the ordinary shares that it held
in Infracorp Limited (formerly eStar Online Trading Limited). The IFC shares were offered for sale to the general public in
parcels of up to 35,000 shares in the ordinary course of trading on the ASX. The purpose of the offer was to facilitate IFC
meeting the ASX shareholder spread requirements in connection with its acquisition of Development Support Services Pty
Ltd. The offer was made over a period of approximately two weeks commencing on 29 September 2003. RMC sold 1,200,400
IFC shares for total proceeds of AUD$87,651.

On 27 April 2004, the Company announced that it is offering its entire holdings of 11,733,777 shares in Infracorp Limited
(49.40%) to its existing shareholders at consideration sufficient to cover the costs and tax liabilities of this exercise. The
Company made this offer to permit shareholders of RIMCapital Limited to hold Infracorp Limited shares in their own
name. The Offer closed successfully on 23 August 2004. All shares offered being taken up. As disclosed in the
Prospectus, this will result in a major change to your Company’s balance sheet. Following the distribution, Infracorp
Limited’s accounts will no longer be consolidated. The effect of this will be that the net assets of RIM Capital Limited will be
reduced by approximately AUD 9.8 million as per page 8 of Prospectus. This Annual Report and accounts should be read in
the light of this.

Infracorp Limited now has its own premises and management team. In consequence, the service agreement between
Infracorp Limited and the Company has also been terminated effective 20 June 2004 with a payment of
AUD135,000.00 from Infracorp Limited.

The Company has also formed a Joint Venture Company, CRMSC (Australia) Pty Limited with Union Park Company
Ltd in June 2004. Union Park is a subsidiary of China Railway Materials and Supplies Corporation from China. Your
Company has invested AUD1 million (50%) into this Joint Venture, which is capitalized at AUD2 million. This Joint
Venture is in the business of trading, import and export of resources, railway materials, non ferrous products, steel and
steel products.

The Company completed its on-market buy back of RIMCapital Limited’s share as at 19 June 2004. The Company has
bought back a total of 3,042,989 shares with a consideration of AUD135,865.

The Company will focus on business opportunities and investment opportunities in the region, the first being the Joint
Venture with CRMSC. The Company is hopeful that the Joint Venture with CRMSC from China will take off smoothly
and provide a major link between the Company, China and Australia.

The Company’s administrative role is currently undertaken by the Singapore subsidiary, RIMCapital Advisors
Singapore Pte Limited to reduce costs of operation.

The position of Chief Executive Officer was eliminated on 31 May 2004. The board believes that this flat structure will
enable the Company to capitalize on the strength of each director more efficiently.




                                                               2
RIMCapital Limited

Year ended 30 June 2004


Mr Albert Wong, the former Managing Director/Director of the Company, resigned as a Director from the RIMCapital
group on 7 April 2004. The Board thanks him for his past contribution.


Yours sincerely
RIMCapital Limite d




Robert M Willcocks
Chairman




                                                       3
RIMCapital Limited

Directors’ report – year ended 30 June 2004


DIRECTORS’ REPORT

Your directors present their report on the RIMCapital Group, consisting of RIMCapital Limited (“the Company”) and the
entities it controlled at the end of, or during, the year ended 30 June 2004.

Directors

The following persons were directors of the Company during the whole of the financial year and up to the date of this
report:

Robert Moyse Willcocks (Chairman)
Chong Sok Un (Executive Director)
Chris Seow Ngee Lim was appointed Chief Executive Officer on 1 July 2003. The position of Chief Executive Officer was
eliminated on 31 May 2004 and he remains as an Executive Director at the date of this report.
Ong Tee Jin stepped down as Chief Executive Officer on 1 July 2003 and remained as a director until his resignation on 31
May 2004.
Albert Yue Ling Wong was a director from the beginning of the financial year until his resignation on 7 April 2004.

Principal Activities

The principal activities of the RIMCapital Group during the year end 30 June 2004 consisted of:

•     Investment of cash on term deposit
•     Investment in shares
•     Investment in a Joint Venture with activities primarily in trading, import and export of railways related resources and
      materials.
•     Funds management, financial and management consulting and acting as an Exempt Investment Advisor through
      RIMCapital Advisors Singapore Pte Ltd.

Review of Operations
A summary of consolidated revenues and results by significant industry segments is set out below:



                                                                         Segment Revenues               Segment Results
                                                                            2004           2003           2004             2003
                                                                                $              $              $                 $
    Stockbroking                                                                 -        63,659              -        (648,289)
    Online broking                                                               -        52,624              -        (759,739)
    Corporate advisory services                                           865,108         30,838       (83,806)           (4,573)
    Investments holding                                                  1,637,590       975,200         51,456           72,914

    Total Revenue                                                        2,502,698     1,122,321

    Loss from ordinary activities before income tax                                                    (32,350)       (1,339,687)




                                                              4
RIMCapital Limited

Directors’ report – year ended 30 June 2004



                                                                                                         Segment Results (cont)

                                                                                                               2004           2003

                                                                                                                   $              $

 Income tax expense                                                                                                 -          9,775

 Loss from ordinary activities after income tax                                                             (32,350)     (1,349,462)
 Add back : Profit/(loss) attributable to outside equity interests                                           102,381        (87,628)
 Profit/(loss) attributable to members of RIMCapital Limited                                                  70,031     (1,437,090)


Refer to the Chairman and Managing Director’s report on pages 2 for further detail.

Earnings per Share
                                                                                                              2004           2003
                                                                                                               $               $
     Basic earnings per share (refer to Note 29)                                                               $0.0008       ($0.0159)

Dividends

The directors do not recommend the payment of a dividend at this time and no dividend has been paid or declared during
the financial year.

Events Subsequent to Balance Date

On 9 August 2004, the prospectus for the offer of shares in Infracorp Limited was dispatched to shareholders of the
Company. The effect of this is explained in the Chairman’s report. Apart from this, there have been no other transaction or
event of a material and unusual nature likely, in the opinion of the directors of the company to significantly affect the
operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in
future financial years.

Developments and announcements

a)         On 29 September 2003, the Company announced that it would offer for sale up to 5 million of the ordinary shares
           that it held in Infracorp Limited (formerly eStar Online Trading Limited). The IFC shares were offered for sale to the
           general public in parcels of up to 35,000 shares in the ordinary course of trading on the ASX. The purpose of the
           offer was to facilitate IFC meeting the ASX shareholder spread requirements in connection with its acquisition of
           Development Support Services Pty Ltd. The offer was made over a period of approximately two weeks commencing
           on 29 September 2003. RMC sold 1,200,400 IFC shares for total proceeds of $87,651.

b)         During the year ended 30 June 2004 the company purchased 3,042,989 ordinary shares on-market. The buy-back
           was approved by shareholders at last year’s annual general meeting. The shares were acquired at an average price
           of 0.045 cents per share, with prices ranging from 0.033 cents to 0.063 cents. The total cost of $135,865, was
           deducted from shareholder equity. The total reduction in paid up capital was $135,865. There is no current on-
           market buy-back.

c)         Mr Albert Wong, former Managing Director and Director, resigned on 7 April 2004.

d)         On 27 April 2004, the Company announced that it is offering its entire holdings of 11,733,777 shares in Infracorp
           Limited (49.40%) to its existing shareholders at consideration sufficient to cover the costs and tax liabilities of this
           exercise. The Company made this offer to permit shareholders of RIMCapital Limited to hold Infracorp Limited
           shares in their own name.


                                                                 5
RIMCapital Limited

Directors’ report – year ended 30 June 2004


e)       The Offer closed successfully on 23 August 2004. All shares offered being taken up. As disclosed in the
         Prospectus, this will result in a major change to your Company’s balance sheet. Following the distribution,
         Infracorp Limited’s accounts will no longer be consolidated. The effect of this will be that the net assets of RIM
         Capital Limited will be reduced by approximately AUD 9.8 million as per page 8 of Prospectus. This Annual Report
         and accounts should be read in the light of this.

f)       Infracorp Limited now has its own premises and management team. In consequence, the service agreement
         between Infracorp Limited and the Company has also been terminated effective 20 June 2004 with a payment of
         AUD135,000.00 from Infracorp Limited.

g)       On 19 April 2004, the Company announced that it has entered into a Heads of Agreement with Union Park
         Company Limited to form a Joint Venture company. Union Park is a subsidiary of China Railway Materials and
         Supplies Corporation from China. This Joint Venture is capitalized at AUD2 million and each partner has invested
         AUD1 Million into this company. The Joint Venture’s business is primarily in trading, import and export of
         resources, railway materials, non ferrous products, steel and steel products.

h)       On 31 May 2004, the Company announced the elimination of the position of Chief Executive Officer. The Board
         believes that this flat structure will enable the Company to capitalize on the strength of each director more
         efficiently.



Significant Changes in the State of Affairs
Other than for the matters dealt with above and elsewhere in this report, there were no other significant changes in the state
of affairs.

Directors’ Interests
Information on Directors
                                                                                                       Particulars of directors’
                                                                                                      interests at the date of this
                                                                                                                 report
                                                                                          Special
 Director         Experience                                                             responsi-     Ordinary        Purchased
                                                                                          bilities      shares          Options


 Robert           A business lawyer, he is a former partner of Mallesons Stephen        Non-              1,575,000      1,000,000
 Moyse            Jaques. He is also a director of other listed public companies. He    executive
 Willcocks        was elected a director on 14 June 1996 and subsequently               Chairman
 BA, LLB, LLM
                  appointed Chairman.

 Chong Sok        Director and CEO for 8 years of Shenyin Wanguo (HK) Ltd a             Executive        16,420,000               -
 Un               company involved in financial services. Currently Chairman of         Director
 CA, MBA          Dongguan Long Island Golf and Country Club, Chairman of China
                  On-line (Bermuda) Limited, Director of Fujian Double Rhomb Co
                  Ltd. Appointed director 24 June 2002.


 Chris Seow       Formerly in the Investment Banking Department of Nikko                Executive           230,000               -
 Ngee Lim         Merchant Bank (Singapore) from 1990 – 1996. He was appointed a        Director
                  director on 1 December 2002.




                                                              6
RIMCapital Limited

Directors’ report – year ended 30 June 2004

Information on Directors
                                                                                                           Particulars of directors’
                                                                                                          interests at the date of this
                                                                                                                     report
                                                                                           Special
 Director         Experience                                                              responsi-        Ordinary        Purchased
                                                                                           bilities         shares          Options
 Ong T J          Formerly an investment banker with Nikko Merchant Bank
                  (Singapore) until 1995. He was appointed a director on 26
                  September 2002 and resigned on 31 May 2004.


 AYL Wong         He is a member of the Australian Stock Exchange Limited (ASX)
                  and was formerly the principal shareholder of Intersuisse Limited,
                  a corporate member of the ASX. He was appointed a director of
                  the company on 25 January 1996 and resigned on 7 April 2004.

Meetings of Directors
There were 11 (2003: 13) directors’ meetings held during the year ended 30 June 2004. The number of directors’ meetings
held during the year and the number of meetings attended by each director whilst in office is:

                                                                             No. held                 No. attended
          RM Willcocks                                                          11                             11
          AYL Wong                                                               7                              7
          Chong SU                                                              11                              4
          Ong T J                                                                9                              7
          C S N Lim                                                             11                             11



Directors’ and Executives’ Emoluments

The Board determines the remuneration of non-executive directors from time to time.
Executive remuneration and other terms of employment are reviewed annually having regard to performance, relevant
comparative information and independent expert advice. Remuneration packages are set at levels that are intended to attract
and retain executives capable of managing the RIMCapital Group’s operations.
Details of the nature and amount of each element of the emoluments of each director of the Company and each of the five
highest paid officers of the Company and the consolidated entity are set out in the following tables:



Directors of RIMCapital Limited
                                     Directors’                    Super-         Consult-
 Name
                                     Base Fee        Salary       annuation       ing Fees       Options               Total
                                         $             $             $                $            $                    $
 RM Willcocks (Chairman)                      -               -          -           39,167           -               39,167
 AYL Wong                               210,050               -      2,077           40,000           -              252,127
 Chong SU                                     -               -          -                -           -                     -
 Ong TJ                                       -               -          -               1            -                    1




                                                              7
RIMCapital Limited

Directors’ report – year ended 30 June 2004




 CSN Lim                                 54,167            63,371            -        600          -              118,138


 Executives
 I Bangs                                110,416                 -            -      9,937          -              120,353


Shares Under Option

Unissued ordinary shares of RIMCapital Limited under option at the date of this report are as follows:

                                                                    Number       Issue Price       Expiry Date


   General options                                                   3,250,000         25c             6/1/2007


The above options are exercisable at any time on or before the expiry date. No option holder has any right under these
options to participate in any other share issue of the Company.

Indemnification and Insurance of Officers and Auditors

Indemnification
Since the end of the previous financial year, the company has not indemnified or made a relevant agreement for
indemnifying against a liability any person who is or has been an officer or auditor of the company.

Insurance Premiums
The Company has entered into Deeds of Access and Indemnity with Messers Willcocks and Wong. Insurance cover for
Directors and Officers liability has not been available since 30 April 2003

Corporate Governance
Refer to pages 8 and 9 for the Corporate Governance Statement.

Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.

Environmental Regulation

                                                                                               een
The directors are of the opinion that sufficient procedures and reporting processes have b established to
enable the consolidated entity to meet any environmental responsibilities and that the consolidated entity’s other
business segment operations are not subject to any significant environmental regulations under Australian Law.

Signed in accordance with a resolution of the directors.

Dated at Singapore this 31st day of August 2004.




Robert M Willcocks                                    Chris S N Lim
Chairman                                              Director


                                                                8
RIMCapital Limited

Corporate Governance Statement
for the year ended 30 June 2004

The directors are responsible to the shareholders for the performance of the Company. Their focus is to enhance the interests of
shareholders and other key stakeholders and to ensure the Company and its controlled entities are properly managed. The Board
draws on relevant corporate governance best practice principles to assist it to contribute to the performance of the Company.

The functions of the Board include:
•     review and approval of corporate strategies and financial plans
•     overseeing and monitoring organisational performance and the achievement of the Company’s strategic goals and objectives
•     monitoring financial performance including approval of the annual and half-year financial reports and liaison with the
      Company’s auditors
•     appointment and assessment of the performance of the senior management team
•     ensuring there are effective management processes in place and approving major corporate initiatives
•     enhancing and protecting the reputation of the organisation
•     ensuring the significant risks facing the Com pany and its controlled entities have been identified, and that appropriate and
      adequate control, monitoring and reporting mechanisms are in place
•     reporting to shareholders.

A description of the Company’s main corporate governance practices are set out below. All these practices, unless otherwise
stated, were in place for the entire year.

The Board of directors

The Board operates in accordance with the broad principles set out in its charter including that:

•     the Board should be comprised of both executive and non-executive management.

•     in recognition of the importance of independent views and the Board’s role in supervising the activities of management, the
      Chairman should be a non-executive director

The Company’s Constitution specifies that all directors (with the exception of the Managing Director) must retire from office no
later than the third annual general meeting (AGM) following their last election. Where eligible, a director may stand for re-
election subject to the following limitations:
•      no director (other than the Managing Director) may serve more than four terms (twelve years), and
•      on attaining the age of 70 years, a director will retire, by agreement, at the next AGM and may seek re-election.

In addition, the Board seeks to ensure that the memb ership at any point in time represents an appropriate balance between
directors with experience and knowledge of the Company and directors with an external or fresh perspective.

Commitment

The Board meets for monthly Board meetings during the year, or mo re or less frequently as required.

Non-executive directors are expected to spend appropriate time preparing for, and attending, Board meetings and associated
activities.

Conflict of interests

In accordance with the Board Charter, directors declared their interests to the Company in any dealings where they considered
there to be a conflict of interest and took no part in decisions or the preceding discussions.

Independent professional advice

The directors have the right, in connection with their duties and responsibilities, to seek independent professional advice at the
Company’s expense. Prior written approval of the Chairman is required, but this will not be unreasonably withheld.




                                                                  9
RIMCapital Limited

Corporate Governance Statement
for the year ended 30 June 2004

Audit Committee

It was determine that in line with Best Practice Guidelines and due to the composition of the Board of Directors and the current
activities of the Company, the Board of Directors perform the function of the audit committee.


Risk assessment and management

The Company’s focus on risk management recognises that risk management is, prima facie, an issue for line management. The
Board acknowledges that it is responsible for the overall internal control framework, but recognises that no cost effective internal
control system will preclude all errors and irregularities. In addition, the Board requires that each major proposal submitted to the
Board for decision be accompanied by a comprehensive risk assessment and, where required, management’s proposed mitigation
strategies.

The environment, health and safety management system

The Company aims to ensure that the highest standard of environmental care is achieved. The Board has responsibility to ensure
that environmental policies are adhered to, and to ensure that the company is aware of and is in compliance with all relevant
environmental legislation.

Ethical standards

The Company requires that at all times all Company personnel act with the utmost integrity, objectivity and in compliance with
the letter and the spirit of both the law and Company policies.

Continuous disclosure

The Company Secretary has been appointed as the person responsible for communications with the Australian Stock Exchange
(ASX). This person is also responsible for ensuring compliance with the continuous disclosure requirements of the ASX listing
rules and overseeing and co-ordinating information disclosure to the ASX, analysts, brokers, shareholders, the media and the
public.




                                                                 10
RIMCapital Limited
formerly Barton Capital Holdings Limited)


                                       Statements of financial performance
                                         for the year ended 30 June 2004
                                                                          Consolidated                   Parent entity
                                                                  2004                2003           2004             2003
                                                       Note
                                                                   $                   $              $                $
Revenue from ordinary activities                         2        2,502,698          1,122,321       1,637,839        604,349

Service delivery                                                   (34,773)          (148,200)         (7,779)         (2,500)
Administration                                                    (949,563)         (1,225,883)      (334,701)       (706,848)
Carrying amount of investments sold                             (1,290,642)           (10,000)       (977,661)
Marketing                                                          (46,702)           (10,296)               -               -
Occupancy                                                          (44,012)          (254,042)        (20,396)       (165,627)

Salaries and emp loyee costs                                      (674,759)          (971,646)       (245,374)       (554,250)

Depreciation and amortisation expenses                   3         (18,307)           (19,345)         (2,138)        (18,136)

Provision for diminution in investments and loans                     611,354           46,701        125,620        (706,142)

Realised/unrealised foreign exc hange loss                         (28,148)            277,912               -               -

Assets written off                                       3                  -        (117,930)               -       (117,930)

Discount on acquisition of asset                                       55,121                 -              -               -

Other expenses from ordinary activities                           (114,617)           (29,279)               -        (10,070)
(Loss)/profit from ordinary activities before
                                                         3         (32,350)         (1,339,687)       175,410      (1,677,154)
income tax expense
Income tax expense                                       4                  -            9,775               -               -
(Loss)/profit from ordinary activities after
                                                                   (32,350)         (1,349,462)       175,410      (1,677,154)
income tax expense
Net (loss)/profit                                                  (32,350)         (1,349,462)       175,410      (1,677,154)
Net (loss)/profit attributable to outside equity
                                                        18        (102,381)             87,628               -               -
interest
Net profit/(loss) attributable to members of
                                                                       70,031       (1,437,090)       175,410      (1,677,154)
RIMCapital Limited
Total changes in equity other than those
resulting from transactions with owners as             16(b)          70,031       (1,437,090)       175,410      (1,677,154)
owners


Basic earnings per share                                29        $0.0008           ($0.0159)                -               -




                                   The accompanying notes form part of these financial statements.




                                                                 11
RIMCapital Limited
formerly Barton Capital Holdings Limited)


                                           Statements of financial position
                                                 as at 30 June 2004
                                                                  Consolidated                             Parent entity
                                                 Note      2004                  2003               2004                   2003
                                                            $                     $                  $                      $
Current assets
Cash                                              5       13,219,963          14,906,020             1,230,822              2,902,865
Loans and receivables                             6           71,317               68,114               39,033                 11,293
Investments                                       7          916,457              305,666              675,470                159,040
Other assets                                      8                 -               4,786                     -                 2,312
Total current assets                                      14,207,737          15,284,586             1,945,325              3,075,510


Non-current assets
Loans and receivables                             6            9,516                      -                   -                82,596
Investments                                       7        1,000,000                      -          3,805,101              2,618,624
Property, plant & equipment                       10          35,264               47,447               11,200                 12,137
Intangible assets                                 11                -                     -                   -                      -
Other assets                                      9           72,631               44,031               24,031                 24,031
Total non-current assets                                   1,117,411               91,478            3,840,332              2,737,388


TOTAL ASSETS                                             15,325,148         15,376,064              5,785,657              5,812,898
Current liabilities
Accounts payable                                  12         162,789              230,639               85,652                143,304
Interest bearing liabilities                      13          14,329               35,081                     -                      -
Current tax liabilities                                             -               9,775                     -                      -
Provisions                                        14           7,113                8,653                     -                 8,653
Total current liabilities                                    184,231              284,148               85,652                151,957


Non-current liabilities
Accounts payable                                  12                -                     -                   -                      -
Interest bearing liabilities                      13         375,125                      -                   -                      -
Provisions                                        14                -                   481                   -                   481
Total non-current liabilities                                375,125                    481                   -                   481


TOTAL LIABILITIES                                           559,356               284,629              85,652                152,438


NET ASSETS                                               14,765,792         15,091,435              5,700,005              5,660,460
Equity
Parent entity interest
Contributed equity                                15      14,461,788          14,597,653            14,461,788             14,597,653
Reserves                                          16       8,535,204             8,559,873                    -                      -
Accumulated losses                                16     (13,127,709)       (13,197,740)            (8,761,783)            (8,937,193)
Total parent entity interest                              9,869,283          9,959,786              5,700,005              5,660,460
Outside equity interest in controlled entities    18       4,896,509             5,131,649                                           -
TOTAL EQUITY                                             14,765,792         15,091,435              5,700,005              5,660,460


                                  The accompanying notes form part of these financial statements.
                                                              12
RIMCapital Limited
formerly Barton Capital Holdings Limited)



                                             Statements of cash flows
                                         for the year ended 30 June 2004
                                                                    Consolidated                          Parent entity
                                                    Note   2004                    2003            2004                   2003
                                                             $                      $               $                      $
Cash flows from operating activities

Receipts from customers                                       373,748               3,627,452         290,423              360,565
Payments to suppliers, employees and creditors
(inclusive of GST)                                         (1,920,642)             (8,255,816)      (818,348)         (3,121,365)
Prepayments made                                                     -                128,636               -              131,109
Interest received                                             595,741                 717,936         115,870              206,398
Dividends received                                              11,187                      -          10,000                    -
Income taxes paid                                              (9,775)               (75,965)               -                    -
Net cash (outflows) from operating activities         26    (949,741)              (3,857,757)      (402,055)         (2,423,293)


Cash flows from investing activities
Payments for property, plant & equipment                        (6,124)              (37,199)           (1,201)              (680)
Payments for investments                                   (2,422,837)              (163,840)      (2,554,948)                   -
Proceeds from sale of investments                            1,508,913                  4,651        1,211,830                   -
Proceeds from sale of fixed assets                                    -                70,636                 -             67,195
Proceeds from sale of controlled entity, net cash
disposed                                                             -                      -               -               617,969
Security deposits (lodged)/repaid                             (28,600)                968,640               -                     -
Loans (to)/from associated companies                           (9,516)                  1,408               -                     -
Loans to controlled entities                                         -                      -         210,196             (252,022)
Loans to third parties                                               -                 27,563               -                27,563
Net cash (outflows)/inflows from investing
activities                                                  (958,164)                 871,859      (1,134,123)             460,025


Cash flows from financing activities
Bank loans                                                    375,125                       -                 -                  -
Proceeds from issue of shares                                       -                 250,000                 -            250,000
Share issue costs                                                   -                       -                 -                  -
Share buy back                                              (135,865)                        -      (135,865)                     -
Net cash inflows from financing activities                    239,260                 250,000       (135,865)              250,000


Net (decrease)/increase in cash held                       (1,668,645)             (2,735,898)     (1,672,043)        (2,003,668)


Cash at the beginning of the financial year                14,906,020              17,641,918       2,902,865             4,906,533
Effect of exchange rates changes on cash                      (17,412)                       -                -                   -

Cash at the end of the financial year                 5    13,219,963              14,906,020       1,230,822             2,902,865



                                 The accompanying notes form part of these financial statements.




                                                               13
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This general purpose financial report has been prepared in accordance with Accounting Standards, other authoritative
pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Act
2001.

It is prepared in accordance with the historical cost convention, except for certain assets which, as noted, are at valuation. Unless
otherwise stated, the accounting policies adopted are consistent with those of the previous year.

(a)      Principles of consolidation

The consolidated accounts incorporate the assets and liabilities of all entities controlled by RIMCapital Limited (parent entity) as
at 30 June 2004 and the results of all controlled entities for the year then ended. RIM Capital Limited and its controlled entities
together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities in the
consolidated entity are eliminated in full. Outside equity interests in the results and equity of controlled entities are shown
separately in the consolidated statement of financial performance and statement of financial position respectively.

(b)      Income tax

Tax effect accounting procedures are followed whereby the income tax expense in the statement of financial performance is
matched with the accounting profit after allowing for permanent differences. The deferred tax assets relating to tax losses is not
carried forward as an asset unless the benefit is virtually certain of realisation. Income tax on cumulative timing differences is set
aside to the deferred income tax accounts at the rates which are expected to apply when those timing differences reverse.

(c)      Investments

Investments in securities listed on prescribed stock exchanges acquired solely for trading purposes are brought to account at
market value. Realised gains and losses on disposal and unrealised market value adjustments are reflected in the statement of
financial performance.

(d)      Foreign currency translation

Foreign currency transactions are translated to Australian currency at the rates of exchange ruling at the dates of the transactions.
Amounts receivable and payable in foreign currencies at balance date are translated at the rates of exchange ruling on that date.

Exchange differences relating to amounts payable and receivable in foreign currencies are brought to account as exchange gains or
losses in the statement of financial performance in the financial year in which the exchange rates change.

(e)      Leasehold improvements

The cost of improvements to leasehold properties is amortised over the unexpired period of the lease, or the estimated useful life
of the improvement, whichever is the shorter.

(f)      Depreciation and amortisation

Depreciation is calculated on a basis to write off the net cost or revalued amount of each item of property, plant and equipment
over its expected useful life. The expected useful lives are as follows:

         Plant and equipment                           2 – 10 years

Leased equipment is amortised at a rate, which will write off the capitalised amount over the period of the lease.




                                                                 14
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


(g)       Goodwill
Where an entity or operation is acquired, the identifiable net assets acquired are measured at fair value. The excess of the fair
value of the cost of the acquisition over the fair value of the identifiable net assets acquired, including any liability for
restructuring costs, is brought to account as goodwill and amortised on a straight line basis over five years, being the period during
which the benefits are expected to arise. The cost of acquisition is d       iscounted where settlement of any part of the cash
consideration is deferred.

As a result of the cessation of the stockbroking and on-line trading services effective from 30 August 2002, the Company has
written down all Goodwill to nil.

(h)       Receivables and revenue recognition

Trade debtors are recognised for the major business activities as follows:

•     all trade debtors are recognised at the amounts receivable, as they are due for settlement no more than 30 days from the date
      of recognition

•     income receivable on f   inancing and investment activities is accrued in accordance with the terms and conditions of the
      underlying financial instrument

•     collectibility of trade debtors is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A
      provision for doubtful debts is raised where there is some doubt over collection.

(i)       Recoverable amount of non-current assets

The recoverable amount of an asset is the net amount expected to be recovered through the net cash inflows arising from its
continued use and subsequent disposal. Where the carrying amount of a non-current asset is greater than its recoverable amount,
the asset is revalued to its recoverable amount. Cash flows are currently not discounted in determining recoverable amount. To
the extent that a revaluation decrement reverses a revaluation increment previously in the balance of the asset revaluation reserve,
the decrement is debited directly to that reserve. Otherwise, the decrement is recognised as an expense in the statement of
financia l performance.

(j)       Trade and other creditors

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year
and which are unpaid. The amounts are unsecured and are usually paid within 30 days of the end of the month in which they are
invoiced.

(k)       Earnings per share

i         Basic earnings per share
Basic earnings per share is determined by dividing the net result attributable to members of RIMCapital Limited by the weighted
average number of ordinary shares outstanding during the financial year.
ii        Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account amounts
unpaid on ordinary shares and any reduction in earnings per share that will probably arise from the exercise of options outstanding
during the financial year. Diluted earnings per share is not calculated when potential ordinary shares are not dilutive.

(l)       Web site costs

Costs in relation to the Company’s web sites are charged as expenses in the period in which they are incurred unless they relate to
the acquisition of an asset, in which case they are capitalised and amortised over the period of expected benefit.

As a result of the cessation of the stockbroking and on-line trading services effective from 30 August 2002, the Company has
written down all web site costs to nil.
                                                                 15
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


(m)      Employee entitlements

i        Wages and salaries and annual leave
Liabilities for wages and salaries and annual leave are recognised, and are measured as the amount unpaid at the reporting date at
current pay rates in respect of employees’ service up to that date, including related on-costs.
ii       Superannuation
Superannuation contributions are made to externally managed funds in respect of employees and are charged as an expense as
incurred.

iii      Bonuses

Bonuses are paid out of current profits according to criteria laid out in employees’ contracts.

No bonuses were paid for the financial year ended 30 June 2004.

(n)      Australian Equivalents to International Financial Reporting Standards

The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1
January 2005. The AASB has issued Australian equivalents to IFRS, and the Urgent Issues Group has issued interpretations
corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former
Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated
entity’s financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006.

This financial report has been prepared in accordance with Australian accounting standards and other financial reporting requirements
(Australian GAAP). The differences between Australian GAAP and IFRS identified to date as potentially having a significant effect
on the consolidated entity’s financial performance and financial position are summarised below. The summary should not be taken as
an exhaustive list of all the differences between Australian GAAP and IFRS. No attempt has been made to identify all disclosure,
presentation or classification differences that would affect the manner in which transactions or events are presented.

The consolidated entity has not quantified the effects of the differences discussed below. Accordingly, there can be no assurances that
the consolidated financial performance and financial position as disclosed in this financial report would not be significantly different
if determined in accordance with IFRS.

Regulatory bodies that promulgate Australian GAAP and IFRS have significant ongoing projects that could affect the differences
between Australian GAAP and IFRS described below and the impact of these differences relative to the consolidated entity’s
financial reports in the future. The potential impacts on the consolidated entity’s financial performance and financial position of the
adoption of IFRS, including system upgrades and other implementation costs which may be incurred, have not been quantified due to
the short timeframe between finalisation of the IFRS standards and the date of preparing this report. The impact on future years will
depend on the particular circumstances prevailing in those years.

In order to facilitate the transition process, the group in conjunction with its external advisers has undertaken an overview evaluation
of the key impacts of the conversion to international accounting standards. The evaluation has considered the impact on accounting
and reporting policies, systems and processes as required and staff.

The key differences in the group’s accounting policies expected to arise from the conversion to international accounting standards
have been noted in the following areas:

Non-Current Investments (Shares in listed entities and unlisted subsidiaries)


Currently the group measures Non-Current Investments in listed entities at market value. Under Australian equivalents to IFRS
the investments will be carried at cost. This will result in a derecognition of all unrealised gains and losses brought to account in
prior years. It is expected these adjustments will take place next financial year. All Non-Current Investments in subsidiaries are
carried at cost.



                                                                  16
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


(q)     Australian Equivalents to International Financial Reporting Standards (Continued)

ii.     Taxation

A “balance sheet” approach will be adopted under Australian equivalents to IFRSs, replacing the “statement of financial
performance” approach currently used Australian companies. The “balance sheet” method recognises deferred tax balances when
there is a difference between the carrying value of an asset or liability, and its tax base. Any initial adjustments to calculate deferred
tax assets and liability balances on transition using the new basis will be made through opening balances of retained earnings at 1 July
2004. Deferred tax asset and liability balances at 1 July 2004 can only be calculated once all other opening balance sheet amounts at
have been finalised at that date.

Under the current income statement approach to accounting for income taxes the company and the consolidated entity have not
accounted for any future income tax benefits as it is not virtually certain these assets will be realised. These assets are only
realised where it is certain that sufficient income will be derived in future reporting periods to absorb the tax benefits.

Further on adoption of the Australian Equivalents to IFRS, the company and the consolidated entity will need to pass the probable
test in accounting for deferred tax assets. This test is less stringent then the virtual certainty test and should the test be passed
adjustments will be made to the following accounts:

§        Opening Retained Earnings and Non – Distributable Profits Reserve.
§        The Non-Distributable Profits Reserve relates to the unrealised gains recognised on floating subsidiary companies.

iii.    Equity based compensation benefits

Under the new AASB 2 Share-based Payment, equity-based compensation to employees will be recognised as an expense in
respect of the services received.

This will result in a change to the current accounting policy, under which no expense is recognised for equity-based compensation.

iv.     Changes to accounting policies

 The above should not be regarded as a complete list of changes in accounting policies that will result from the transition to
Australian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where
choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to
Australian equivalents to IFRS on the consolidated entity’s financial position and reported results.


(o)     Cash

For the purposes of the statement of cash flows, cash includes cash on hand and deposits held at call with banks.

(p)     Comparative Figures

Where necessary, comparative figures have been deposited to conform with changes in presentation in the current financial year.




                                                                   17
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


 2.       REVENUE FROM ORDINARY
                                                         Consolidated                       Parent entity
          ACTIVITIES
                                                  2004                  2003        2004                    2003
                                                   $                      $           $                       $
 Revenue from operating activities
 Brokerage and commissions                                 -              237,403           -                       -
 Corporate advisory and retainers                    278,620               30,838           -                       -
 Management fees and expense reimb ursements               -                    -     124,420                 343,745
 Sale of investments                               1,508,913                4,651   1,211,830                       -
 Sale of property, plant and equipment                     -               70,636           -                  67,195
 Interest                                            650,145              689,426     103,512                 189,399
 Dividend                                             11,187                4,000      10,000                   4,000
 Investment income                                         -               45,234           -                       -
 Termination fee                                           -                    -     135,000                       -
                                                   2,448,865            1,082,188   1,584,762                 604,339
 Revenue from outside           the   operating
 activities
 Rents and sub-lease rentals                              -                7,110           -                        -
 Other                                               53,833               33,023      53,077                       10
                                                     53,833               40,133      53,077                       10
 Total revenue from ordinary activities            2,502,698            1,122,321   1,637,839                 604,349



 3.       LOSS FROM ORDINARY ACTIVITIES
                                                         Consolidated                       Parent entity
                                                  2004                  2003         2004                   2003
                                                   $                     $            $                      $
 (a) Loss from ordinary activities before
 income tax includes the following specific
 net gains/(losses) and expenses:

 Net gains/(losses)
 Net gain/(loss) on disposal of investments         222,689               (5,349)      234,169                      -
 Unrealised gains on shares                         611,354                     -      125,620                      -

 Expenses
 Depreciation
  Plant and equipment – owned                        18,307               19,345           2,138              18,136
 Total depreciation                                  18,307               19,345           2,138              18,136

 Charges against assets
   Write-off of computers & equipment                          -           3,726                -               3,726
   Write-off of furniture & fixtures                           -         114,204                -             114,204
 Total assets written off                                      -         117,930                -             117,930
   Bad debts written off                                                   9,355                                    -
   Doubtful debts provision                               -               79,421                               10,330
 Employee provisions                                  4,036               13,837        (2,897)                12,150
 Superannuation expenses                             62,022               46,804        19,099                 29,844
 Rental expense relating to operating leases
      Minimum lease payments                         59,105              191,056        15,431                119,090


                                                          18
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


                                                                 Consolidated                                Parent entity
                                                          2004                   2003                 2004                    2003
  (a) Individually significant items                       $                      $                    $                       $
  Gains
  Management      agreements    with    Infracorp
   Limited
   Management fees and termination fee                               -                   -             259,421                  303,225
  Net gain/(loss) on disposal of investments
    includes the following:
  Cash consideration                                       1,508,913                 4,651            1,211,830                        -
  Carrying amount of investments sold                    (1,290,642)              (10,000)            (977,661)                        -
  Net gain/(loss) on sale                                    218,271               (5,349)              234,169                        -

4.       INCOME TAX

The amount of income tax attributable to the financial year differs from the amount calculated prima facie on the loss. The
differences are reconciled as follows:

  Loss from ordinary activities before income tax
  expense                                                   (32,350)          (1,339,687)              175,410               (1,677,154)
  Income tax calculated at 30% (2003 – 30%)                  (9,705)             (401,906)              52,623                (503,146)
  Tax effect of permanent differences:
  Other non-deductible expenses/(non-assessable
  income)                                                    (5,433)                 6,032             (26,741)                   5,184
  Income tax adjusted for permanent differences             (15,138)             (395,874)                                    (497,962)
                                                              15,138              409,202                       -               497,962
  Future income tax benefit not brought to
  account                                                                                                                             -
  Effect of lower rate tax on overseas tax                           -             (3,553)                      -
  Tax gains/(losses) utilised not previously
   brought to account                                                -                   -             (25,882)                        -
  Income tax expense                                                 -               9,775                      -                      -

No future income tax benefit has been brought to account as a result of the virtual certainty test.

The potential future income tax benefit will only be obtained if:
(i)      the Company and controlled entities derive future assessable income of a nature and of an amount sufficient to enable the
         benefit to be realised;
(ii)     the Company and controlled entities continue to comply with the conditions for deductibility imposed by tax legislation;
         and
(iii)    no changes in tax legislation adversely affect the Company or the controlled entities in realising the benefit.

                                                                 Consolidated                                Parent entity
                                                          2004                   2003                 2004                    2003
                                                           $                      $                    $                       $
  5.      CASH
  Cash at bank and on hand                                1,859,264              1,009,137            1,207,852                 550,013
  Deposits at call                                       11,247,916             13,872,725                    -               2,328,694
  Stockbroking trust funds                                   89,813                      -                    -                       -
  Rights issue trust account                                 22,970                 24,158               22,970                  24,158
                                                         13,219,963             14,906,020            1,230,822               2,902,865


                                                                    19
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


                                                        Consolidated                       Parent entity
                                                 2004                  2003         2004                    2003
                                                  $                     $            $                       $
 6.      LOANS AND RECEIVABLES
 Current
 Trade debtors                                     30,274                 32,556       38,209                  10,330
 Less provision for doubtful debts                      -               (32,556)            -                (10,330)
                                                   30,274                      -       38,209                       -
 Interest receivable                               16,606                  4,664            -                   4,664
 Other debtors                                     24,437                 63,450          824                   6,629
                                                   71,317                68,114        39,033                  11,293
 Non-current
 Loans to controlled entities                            -                     -     4,276,247               4,484,835
 Less provision for diminution in value                  -                     -   (4,276,247)             (4,403,647)
                                                         -                     -             -                  81,188
 Loan to associate                                 473,669               473,669             -                   1,408
 Less provision for diminution in value          (473,669)             (473,669)             -                       -
                                                         -                     -             -                   1,408
 Loans to third party                                9,516                     -             -                       -
                                                    9,516                      -              -                82,596
 7.       INVESTMENTS
 Current
 Investments traded on organised markets
 Shares in companies listed on a prescribed
 stock exchange – at cost                         888,958               889,520       604,650                 213,840
 Less provision for increase/(diminution) in
 value                                             27,499              (583,854)       70,820                (54,800)
                                                  916,457                305,666      675,470                 159,040
 Other investments
 Shares in other corporations – at cost            632,463               632,463       35,000                  35,000
 Less provision for diminution in value          (632,463)             (632,463)     (35,000)                (35,000)
                                                         -                     -            -                       -
                                                  916,457               305,666       675,470                 159,040
 Non-current
 Investment in companies                           105,961               105,961             -                       -
 Less provision for diminution in value          (105,961)             (105,961)             -                       -
                                                         -                     -             -                       -
 Shares in controlled entities (Note 17)                 -                     -     3,956,021               3,769,544
 Less provision for diminution in value                  -                     -   (1,150,920)             (1,150,920)
                                                              -                -    2,805,101               2,618,624
 Joint Venture entity*                           1,000,000                     -    1,000,000                       -
                                                 1,000,000                     -    3,805,101               2,618,624

 *The interests in the joint venture entity is
 accounted by applying the equity method. No
 accounts have been prepared for the joint
 venture entity as it was formed in June 2004.


                                                         20
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


                                                            Consolidated                               Parent entity
                                                     2004                     2003              2004                   2003
                                                      $                        $                 $                      $
 8.     CURRENT ASSETS – OTHER
 Prepayments                                                   -                 4,786                    -                2,312
                                                               -                 4,786                    -                2,312

 9.       OTHER ASSETS
 Non-current assets
 Security deposits – guarantees                           32,631                 4,031             4,031                   4,031
 Security deposits – ASIC                                 40,000                40,000            20,000                  20,000
                                                          72,631                44,031            24,031                  24,031

 10.     PROPERTY, PLANT &
         EQUIPMENT
 Leasehold improvements – at cost                              -                216,141                                           -
 Less accumulated amortisation                                 -              (216,141)                                           -
                                                               -                      -                                           -
 Plant and equipment under finance leases – at
 cost                                                          -                607,851                                           -
 Less accumulated amortisation                                 -              (607,851)                                           -
                                                               -                      -                                           -
 Plant and equipment & furniture – at cost              719,074                 712,950           303,267                 302,067
 Less accumulated depreciation                        (683,810)               (665,503)         (292,067)               (289,930)
                                                         35,264                  47,447            11,200                  12,137
 Software development – at cost                               -                 249,229                                         -
 Less accumulated depreciation                                -               (249,229)                                         -
                                                              -                       -                                         -
                                                         35,264                  47,447           11,200                   12,137

                                                               Plant and         Leased plant
                                               Leasehold     equipment &             and           Software
                                             improvements      furniture          equipment      development            Total
                                                  $               $                   $               $                  $
 Consolidated
 Carrying value at 1 July 2003                        -              47,447                -                  -          47,447
 Additions                                            -               6,124                -                  -           6,124
 Depreciation                                         -            (18,307)                -                  -        (18,307)
 Carrying value at 30 June 2004                       -             35,264                 -                  -         35,264

 Parent
 Carrying value at 1 July 2003                        -             12,137                 -                  -         12,137
 Additions                                            -               1,201                -                  -           1,201
 Depreciation                                         -             (2,138)                -                  -         (2,138)
 Carrying value at 30 June 2004                       -             11,200                 -                  -         11,200




                                                             21
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


                                                                    Consolidated                                Parent entity
                                                             2004                  2003                  2004                   2003
                                                              $                     $                     $                      $
 11.     INTANGIBLE ASSETS
 Goodwill                                                                 -          624,125                        -                  -
 Less accumulated amortisation                                            -        (624,125)                        -                  -
                                                                          -                  -                      -                  -

 Formation expenses, at cost                                              -           47,302                        -                  -
 Less accumulated amortisation                                            -         (47,302)                        -                  -
                                                                          -                  -                      -                  -

 Membership of Australian Stock Exchange
 Limited                                                                  -          250,000                        -                  -
 Less accumulated amortisation                                            -        (250,000)                        -                  -
                                                                          -                  -                      -                  -
                                                                          -                  -                      -                  -


 12.      ACCOUNTS PAYABLE
 Current
 Trade creditors                                                40,758                80,584                 15,891               35,370
 Other creditors                                               122,031               150,055                 62,067              107,934
 Loan to wholly owned company                                        -                     -                  7,694                    -
                                                               162,789               230,639                 85,652              143,304


 13.      INTEREST BEARING
          LIABILITIES
 Current (secured)
 Lease liabilities                                              14,329                35,081                        -                  -
                                                                14,329                35,081                        -                  -

 Non-Current
 Bank Loans                                                    375,125                     -                        -                  -
                                                               375,125                35,081                        -                  -

 Lease liabilities are effectively secured, as the rights to the leased asset revert to the lessor in the event of default.

 14.     PROVISIONS
 Current
 Employee entitlements                                            6,933                 8,653                       -              8,653
 Occupancy and utilities                                            180                     -                       -                  -
 Closing                                                          7,113                 8,653                       -              8,653




                                                                     22
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


                                                                 Consolidated                            Parent entity
                                                          2004                  2003              2004                     2003
                                                           $                     $                 $                        $
 Non-current
 Long service leave                                                 -                   481                  -                     481
                                                                    -                   481                  -                     481


 Number of employees                                              10                     9                   2                      8


                                                        2004                 2003                 2004                     2003
                                                       Number               Number                 $                        $
 15.      CONTRIBUTED EQUITY
 Share Capital
 Ordinary shares, fully paid                             87,967,815           91,010,804          14,461,788               14,597,653

Movements in issued fully paid shares were as follows:
                                                              Parent entity                             Parent entity
                                                                  2004                                      2003
                                                    No. of Shares                $            No. of Shares                  $

 Shares, fully paid, on issue at the beginning of
  the year                                               91,010,804           14,597,653          86,010,804               14,347,653
 Issue of new shares 02/08/2002                                    -                   -           5,000,000                  250,000
 Buy-back of shares                                      (3,042,989)           (135,865)                   -                        -
 Shares, fully paid, on issue at end of the year         87,967,815           14,461,788          91,010,804               14,597,653

Options
At balance date, there were 7,350,000 options over unissued shares on issue. 4,100,000 expired on 30 June 2004. A balance of
3,250,000 remains.

Details of the options issued are set out in the Directors’ Report and the Information for the Australian Stock Exchange section of
this Annual Report.

                                                                  Consolidated                             Parent entity
                                                          2004                   2003               2004                    2003
                                                            $                      $                 $                        $
 16.    RESERVES AND ACCUMULATED
        LOSSES

 (a)      Reserves
 Non – distributable profits reserve                      8,850,273              8,850,273                       -                  -
 Foreign Currency Reserve                                 (315,069)              (290,400)                       -                  -
                                                          8,535,204              8,559,873                       -                  -




                                                                  23
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


                                                                  Consolidated                                  Parent entity
                                                           2004                     2003                 2004                   2003
                                                             $                        $                   $                       $

 (b)      Accumulated losses
 Accumulated losses at the beginning of the year       (13,197,740)           (11,760,650)             (8,937,193)            (7,260,039)
 Net profit/(loss) attributable to members of
  RIM Capital Limited                                        70,031            (1,437,090)                175,410             (1,677,154)


 Accumulated losses at the end of the year             (13,127,709)           (13,197,740)             (8,761,783)            (8,937,193)

 (c)      Nature and purpose of reserves
          Non – distributable profits reserve
 The non – distributable profits reserve is used to record increments and decrements in the value of unrealised gains on the float of
 subsidiary companies. The benefit of this reserve will be realised when the relevant assets are sold, at which time a capital gains
 tax liability may arise on any gains realised.
         Foreign Currency Reserve
 Exchange differences arising on the translation of the foreign controlled entity are taken to the foreign currency reserve.

17.      INVESTMENTS IN CONTROLLED
         ENTITIES
                                                    Country of          Class of                                Cost of parent entity’s
         Name of Controlled Entity                incorporation         shares             Equity holding             investment
                                                                                           2004      2003         2004          2003
                                                                                            %         %           $’000        $’000
 RIMCapital Advisors Singapore Pte Ltd              Singapore          Ordinary               100       100      1,990,357    1,990,357
 RIMCapital Advisors Limited                        Australia          Ordinary               100       100         50,000       50,000
 ESX Pty Ltd (formerly Barton Capital
  Resources Pty Ltd)                                Australia           Ordinary             100       100               1               1
 Barton Capital Securities Pty Ltd                  Australia           Ordinary             100       100       1,200,920       1,200,920
                                                                          and
                                                                       Preference
 Barton Capital Technologies Pty Ltd                Australia           Ordinary             100       100               1                  1
 Barton Capital (HK) Pty Ltd                        Australia           Ordinary             100       100               1                  1
 Infracorp Limited (formerly eStar Online
  Trading Pty Limited)                              Australia          Ordinary             49.40     48.05         714,741         528,264
 Provision for diminution of investment                                                                         (1,150,920)     (1,150,920)
                                                                                                                  2,805,101       2,618,624


 18.     OUTSIDE EQUITY INTERESTS IN CONTROLLED ENTITIES
 Interest in share capital                                                                              9,124,360               9,366,338
 Interest in losses                                                                                   (4,227,851)             (4,234,689)
                                                                                                        4,896,509               5,131,649




                                                                  24
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


19.      REMUNERATION OF SPECIFIED DIRECTORS BY THE CONSOLIDATED ENTITY

         Remuneration levels are set and determined by the board of directors. Independent advice on the
         appropriateness of remuneration packages is obtained should the board of directors consider it necessary.
         Remuneration packages are based on fixed remuneration and currently there is no performance based
         remuneration or equity based remuneration.

         The following table provides the details of all directors of the company (“specified directors”) and all the
         executives of the consolidated entity (“specified executives”) and the nature and amount of the elements of
         their remuneration for the year ended 30 June 2004.

                                                      Primary                  Post Employment

                                          Salary &                              Superannuation
                                            Fees                Bonus              Benefits                 Total
                                              $                   $                   $                      $


        Specified directors
        Ong Tee Jin                                1                  -                       -                    1
        Chris Lim                            117,538                  -                     600              118,138
        Albert Wong                          250,000                  -                   2,077              252,127
        Ian Bangs *                           44,461                  -                   3,776               48,237
        Chong Chin Siong                      61,865             14,676                  10,073               86,614
        Robert Willcocks                      39,167                  -                       -               39,167

                                             513,032             14,676                  16,526              544,234

        Mr Albert Wong was paid $145,000 in connection with his resignation.

20.     REMUNERATION OF SPECIFIED EXECUTIVES BY THE CONSOLIDATED ENTITY

                                                      Primary                  Post Employment

                                           Salary &                             Superannuation
                                             Fees               Bonus              Benefits                Total
                                               $                 $(B)                 $                      $


        Specified executives
        Paul Watson                           161,677                  -                 14,541              176,218
        Ian Bangs *                           110,416                  -                  9,937              120,353
        John M Langley                         30,000                  -                  2,700               32,700
        David Hobart                           34,580                  -                  3,112               37,692
        Peggy Yeoh                              8,468                  -                    762                9,230
        Graham Binet                                -              5,202                      -                5,202

                                              345,141              5,202                 31,052              381,395

        * Ian Bangs was a company secretary of RIM Capital Limited until his resignation on 17 April 2004. He is now a
        director of Infracorp Limited.




                                                          25
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004

                                                                Consolidated                                 Parent
                                                         2004               2003                    2004                 2003
                                                          $                  $                       $                    $
 21.  REMUNERATION OF AUDITORS
 Amounts received, or due and receivable by:

 The auditor of the parent entity
 (PricewaterhouseCoopers – Australian Firm)
 - for auditing and reviewing the financial
  reports of the entity or any entity in the
  consolidated entity                                        46,915                72,900              45,000              45,000
 - for tax services                                          34,392                51,000                   -              33,000
                                                             81,307               123,900              45,000              78,000
 Auditors of controlled entities (other than the
 auditor of the parent entity)
 - for auditing or reviewing the financial reports
 of any entity in the consolidated entity                     2,854                 9,715                   -                   -
 - for tax services                                             815                21,862                   -                   -
                                                              3,669                31,577                   -                   -
                                                             84,976               155,477              45,000              78,000


22.    CONTINGENT LIABILITIES
a) The Company has lodged a $32,631 deposit (2003 – $4,031) as security for performance guarantees in relation to a lease of
    premises.

b)    A claim has been made against Barton Capital Securities Pty Ltd by Mr. T Hale & Balthorne Pty Ltd. The claim relates to
      brokerage services provided by the Barton Capital Securities Pty Ltd to the plaintiff. The amount claimed by the plaintiff is
      $119,000. The Directors believe that the claim is without merit and intend to vigorously defend the proceedings. The
      Directors do not consider a provision is required in the financial statements. To date there has been no claim made and this
      contingency was reflected last year.

23.      COMMITMENTS FOR EXPENDITURE
                                                              Consolidated                               Parent entity
                                                          2004             2003                   2004                   2003
                                                           $                $                                              $
 OPERATING LEASE COMMITMENTS
 Future operating lease commitments contracted
 for at balance date but not provided for in the
 financial statements
 -     Payable within one year                               15,239               1,344                     -               1,344
 -     Payable later than one year but not
       later than 2 years                                            -                 -                    -                   -

 Total operating lease liability                             15,239               1,344                     -               1,344
 Representing non-cancellable operating leases               15,239               1,344                     -               1,344




                                                                26
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


24.        RELATED PARTY INFORMATION
A)         DIRECTORS
The names of persons who were directors of RIMCapital Limited at any time during the year ended 30 June 2004 are:
•          AYL Wong – appointed 25 January 1996 and resigned on 7 April 2004.
•          RM Willcocks – appointed 14 June 1996 and continuing
•          Chong SU – appointed 24 June 2002 and continuing
•          Ong TJ – appointed 26 September 2002 and resigned on 31 May 2004
•          CSN Lim – appointed 01 December 2002 and continuing


R EMUNERATION AND RETIREMENT B ENEFITS
Details of directors’ remuneration are set out in the Directors’ Report and Note 19 – Remuneration of Directors.


DIRECTORS ’ HOLDINGS OF SHARES AND OPTIONS
The aggregate number of shares and convertible notes held by directors of the Company or the consolidated entity or their director
related entities at balance date were:
                                                                                                      2004                2003
                                                                                                    Number              Number
    Shares held by directors at balance date                                                         18,067,500         46,582,805
    Options held by directors at balance date                                                         1,000,000          3,500,000
    Shares owned by directors who resigned during the
    year:                                                                                            37,307,805                    -



B)         OTHER DIRECTOR TRANSACTIONS WITH THE COMPANY OR ITS CONTROLLED ENTITIES

A number of specified directors and specified executives, or their personally-related entities, hold positions in other entities that
result in them having control or significant influence over the financial or operating policies of those entities.

These entities may transact with the company or its controlled entities in the reporting period. The terms and conditions of those
transactions were no more favourable than those available, or which might reasonably be expected to be available, on similar
transactions to unrelated entities on an arm’s length basis.

The aggregate amounts recognised during the year relating to specified directors, specified executives and their personally-related
entities, were total expense of $39,167. Details of the transactions are as follows:

    Specified director         Transaction                                                                                  2004
                                                                                                                             $
    Robert Willcocks           Consulting Fees paid to Dunraven Holdings Pty Ltd                                            $39,167
                               (Formerly Elaland Pty Ltd)




                                                                  27
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


    Equity instruments
    The movement during the reporting period in the number of ordinary shares of RIM Capital Limited held,directly, indirectly or
    beneficially, by each specified director and specified executive, including their personally-related entities is as follows : -

                                                                                                     Infracorp
                                                           Held at                                 Consolidation +      Held at
                                                         1 July 2003             Purchases              1:4            June 2004
    Robert M Willcocks                                      1,275,000               300,000                            1,575,000
    Chong Sok Un                                            8,000,000             8,420,000                           16,420,000
    John M Langley *                                           50,000                                     (37,500)        12,500
    Chris S. Lim *                                            200,000                                     (150,000)       50,000
    Ian Bangs *                                                      -              10,000                                10,000

    * Denotes shareholding in Infracorp Limited

    + Denotes consolidation of Infracorp shares during the year.


C)         TRANSACTIONS WITH CONTROLLED ENTITIES
Details of controlled entities are set out in Note 17.
•          the Company had loan transactions with and provided accounting and administrative assistance to controlled entities in
           the consolidated entity during the year ended 30 June 2004
•          transactions by the Company with controlled entities consist of the transfer of funds amongst the entities for day-to-day
           operations, financing, loan advances and repayments. All dealings with controlled entities are on commercial terms and
           conditions, except loans, which are made to those entities free of interest
Transactions by the Comp any with controlled entities were:
                                                                                                      2004                2003
                                                                                                        $                   $
    Net movement in amount due to/from controlled entities                                              (6,472)             33,912
    Management fees received by the Company                                                            259,421             603,225
    Management fees paid by the Company                                                                  65,000                  -


25.        SEGMENT INFORMATION – CONSOLIDATED
           (a)       Year ended 30 June 2004
                                               Stock                Online          Corporate
                                              Broking              Broking          Advisory         Investments          Total
                                                 $                    $                 $                 $                $
    Segment revenue                                       -                  -          865,108           1,637,590        2,502,698
    Segment result (pre tax)                              -                  -          (83,806)            51,456          (32,350)
    Segment total assets                                  -                  -       12,407,773           2,917,375      15,325,148
    Segment liabilities                                   -                  -          532,532             26,824          559,356




                                                                    28
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


         (b)      Year ended 30 June 2003
                                              Stock               Online            Corporate
                                             Broking             Broking            Advisory         Investments              Total
                                                $                   $                   $                 $                    $
 Segment revenue                                    63,659               52,624           30,838            975,200            1,122,321
 Segment result (pre tax)                        (648,289)          (757,739)             (4,573)             72,914          (1,339,687)
 Segment total assets                                  650               20,000                 -        15,355,414           15,376,064
 Segment liabilities                                28,911            117,937             44,818              92,963             284,629

26.      RECONCILIATION OF LOSS FROM ORDINARY ACTIVITIES AFTER INCOME TAX
         TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

                                                                    Consolidated                              Parent entity
                                                             2004                  2003                2004                    2003
                                                              $                     $                   $                       $
 Loss from ordinary entities after income tax                 (32,350)            (1,349,462)             175,410             (1,677,154)
 Depreciation and amortisation                                  18,307                 19,345               2,138                  18,136
 Net (profit)/loss on sale of investments                    (218,271)                  5,350           (234,169)                       -
 Net (profit)/loss on sale of property, plant and
  equipment                                                          -              (70,636)                    -                (67,195)
 Provision for doubtful debts                                 (32,556)                14,796             (10,330)                  10,330
 Provisions for diminution in value of
  investments and loans                                      (611,353)                 8,099            (253,220)                  89,800
 Assets written off                                                  -               117,930                    -                 117,930
 Provision for employee benefits                               (2,021)             (133,816)              (9,134)               (114,778)
 Movement in foreign currency translation
 reserve                                                       (7,258)                      -                    -                      -

 CHANGES IN ASSETS AND LIABILITIES
 Decrease/(increase) in receivables                           (13,109)              3,298,353             (9,716)                  29,809
 (Increase)/decrease in other assets                             4,786                128,636               2,312                 131,109
 (Decrease)/increase in trade and other creditors             (46,141)            (5,539,762)            (65,346)               (961,280)
 (Decrease)/increase in provision for tax                      (9,775)               (66,190)                   -                       -

 N ET CASH OUTFLOW FROM OPERATING
                                                             (949,741)            (3,857,757)           (402,055)             (2,423,293)
 ACTIVITIES


27.      EVENTS SUBSEQUENT TO BALANCE DATE
The directors announced on 30 July 2004 that a newly formed wholly owned subsidiary of Infracorp Limited, IFC Cranebrook
Limited exchanged contracts to purchase 181 hectares of land located at The Northern Road Cranebrook NSW from Airservices
Australia. The purchase price of $15,000,000 plus GST will be funded by Infracorp Limited from a combination of cash and debt.

Infracorp Limited intends to further develop the land and to this end will be seeking planning approvals from appropriate
authorities.

On 9 August 2004, the prospectus for the offer of shares in Infracorp Limited was dispatched to shareholders of the Company.
The offer closed successfully on 23 August 2004. All shares offered being taken up. As disclosed in the Prospectus, this will result
in a major change to the Company’s balance sheet. Following the distribution, Infracorp Limited’s accounts will no longer be
consolidated. The effect of this will be that the net assets of RIMCapital Limited will be reduced by approximately AUD 9.8 million as
per page 8 of Prospectus. This Annual Report and accounts should be read in the light of this. Apart from this, there have been no
other transaction or event of a material and unusual nature likely, in the opinion of the directors of the company to significantly affect
the operations of the consolidated entity, the results of those operations, or the state of affairs of- the consolidated entity in future
financial years.
                                                                    29
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004




28.      FINANCIAL INSTRUMENTS

(a)      Interest rate risk exposures
                                                                         Fixed interest maturing in:
                                         Weighted
                                          average        Floating                                                Non-
                                          effective      interest       Within 1       1 to 5       Over 5      interest
                                        interest rate      rate          year          years        years       bearing       Total
                                             %              $              $             $            $            $           $
 Consolidated

 2004
 Financial assets
 Cash                                      4.61%        13,219,963                 -            -           -           -   13,219,963
 Investments                                                     -                                              1,916,457    1,916,457
 Security and other deposits               4.06%                 -        72,631                -           -           -       72,631
 Receivables                                                     -             -                -           -      80,833       80,833
 Total financial assets                                 13,219,963        72,631                -           -   1,997,290   15,289,884

 2004
 Financial liabilities
 Trade and sundry creditors                                      -             -                -           -     162,789      162,789
 Interest bearing liabilities              1.30%           375,125             -                -           -           -      375,125
 Lease liabilities                                                        14,329                -           -           -       14,329
 Total financial liabilities                               375,125        14,329                -           -     162,789      552,243

 Net financial assets/(liabilities)                     12,844,838        58,302                -           -   1,834,501   14,737,641


 Consolidated

 2003
 Financial assets
 Cash                                      4.70%        14,906,020             -                -       -              -    14,906,020
 Investments                                                     -             -                -       -        305,666       305,666
 Security and other deposits               4.64%                 -        44,031                -       -              -        44,031
 Receivables                                                     -             -                -       -         68,114        68,114
 Total financial assets                                 14,906,020        44,031                -       -        373,780    15,323,831


 Financial liabilities
 Trade and sundry creditors                                         -          -                -       -        230,639      230,639
 Lease liabilities                                                  -     35,081                -       -              -       35,081
 Total financial liabilities                                        -     35,081                -       -        230,639      265,720

 Net financial assets/(liabilities)                     14,906,020          8,950               -       -        143,141    15,058,111




                                                                30
RIMCapital Limited
Notes to the financial statements
for the year ended 30 June 2004


    (b) Net fair value of financial assets and liabilities

    On-balance sheet
    The net fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of
    the consolidated entity approximates their carrying amounts.

    (c) Credit risk exposure

   The credit risk on financial assets of the consolidated entity which have been recognised on the statement of financial position,
   other than investments in shares, is generally the carrying amount, net of any provisions for doubtful debts.

 29. EARNINGS PER SHARE
                                                                                                     Consolidated
                                                                                                 2004           2003
                                                                                                 Cents          Cents

      Basic earnings per share                                                                     $0.0008          ($0.0159)

                                                                                                   Consolidated
                                                                                                2004          2003
                                                                                               Number        Number
      Weighted average number of shares used as the denominator
      Weighted average number of ordinary shares used as the denominator in
      calculating basic earnings per share.                                                    88,400,963        90,572,448




                                                                31
RIMCapital Limited
Year ended 30 June 2004


                                                    Directors’ Declaration

The directors declare that the financial statements and notes set out on pages 11 to 31:
(a)      comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
         requirements; and

(b)      give a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2004 and of their
         performance, as represented by the results of their operations and their cash flows, for the financial year ended on that
         date.

In the directors’ opinion:

(a)      the financial statements and notes are in accordance with the Corporations Act 2001; and

(b)      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.

Dated at Singapore this 31st day of August 2004




Robert M Willcocks                                     Chris S N Lim
Director                                               Director




                                                                 32
RIMCapital Limited
Information for Australian Stock Exchange
as at 30 August 2004

1.      AUDIT COMMITTEE
        For details concerning the Audit Committee refer to the Corporate Governance Statement on pages 9 to 10.

2.      CORPORATE GOVERNANCE
        Refer to statements on pages 9 to 10.

3.      SUBSTANTIAL SHAREHOLDERS

        The following substantial shareholders have been noted from relevant disclosures lodged with the
        Company.
                                                                                                               Percentage
                                                                                      Number of                 of issued
          Name of Shareholder                                                        shares held                 shares
          Citicorp Nominees Pty Ltd                                                    29,207,805                33.20%
          Bilistyle Investments Ltd                                                     8,420,000                 9.57%
          Shenyin Wanguo Securities (HK) Limited                                        8,000,000                 9.09%
          Sun Hung Kai Investment Services Limited <client account>                     6,098,670                 6.93%
                                                                                       51,726,475                58.79%


4.      NUMBER OF SHAREHOLDERS AND OPTION HOLDERS

        Shares:
        There were 922 shareholders holding a total of 87,967,815 fully paid ordinary shares.


        Options:
                                                                                       Number of
                                                                                         option                 Number of
                                                                                        holders                options held
          Expiring 6 January 2007, exercisable at 25¢                                          3                  3,250,000
          Expiring 30 June 2004, exercisable at 50¢                                            7                  4,100,000
                                                                                                10                7,350,000


5.      VOTING RIGHTS

        The relevant conditions about voting rights attaching to each share are set out in Article 9.22 of the
        Constitution as follows:

        “Subject to any rights or restrictions for the time being attached to any class or classes of shares
        and to this constitution:

        a)       on a show of hands, each Member present in person and each other person present as a
        proxy, attorney or Representative of a Member has one vote; and
        b)        on a poll, each Member present in person has one vote for each fully paid share held by
        the Member and each person present as proxy, attorney or Representative of a Member has one
        vote for each fully paid share held by the Member that the person represents,
        but a Member is not entitled to vote at a general meeting in respect of shares which are the
        subject of a current Restriction Agreement for so long as any breach of that agreement subsists”.




                                                         35
RIMCapital Limited
Information for Australian Stock Exchange
as at 30 August 2004


6.        DISTRIBUTION OF EQUITY SECURITIES

     a)   Analysis of number of shareholders by size of holding:
           Fully paid shares                                                            Number of               Number of
           Range                                                                         holders                 shares
           1          -   1,000                                                                 24                   20,122
           1,001      -   5,000                                                                205                  774,087
           5,001      -   10,000                                                               356                3,144,196
           10,001     -   100,000                                                              294                9,093,992
           100,001         and over                                                             43               74,935,418
                                                                                               922               87,967,815


     b) Analysis of number of option holders by size of holding:


           Options exp iring 6 January 2007 exercisable @ 25¢                           Number of               Number of
           Range                                                                         holders                 options
           1          -   1,000                                                                  -                  -
           1,001      -   5,000                                                                  -                  -
           5,001      -   10,000                                                                 -                  -
           10,001     -   100,000                                                                -                  -
           100,001         and over                                                              3              3,250,000
                                                                                                 3              3,250,000



           Options expired 30 June 2004 exercisable @ 50¢                               Number of               Number of
           Range                                                                         holders                 options
           1         -    1,000                                                                  -                       -
           1,001     -    5,000                                                                  -                       -
           5,001     -    10,000                                                                 -                       -
           10,001    -    100,000                                                               1                  100,000
           100,001        and over                                                              6                4,000,000
                                                                                                 7                4,100,000


7.        NON-MARKETABLE PARCELS
          There were 382 holders (each holding less than 9,616 shares) of less than a marketable parcel of ordinary
          shares.




                                                          36
RIMCapital Limited
Information for Australian Stock Exchange
as at 30 August 2004

8.      TWENTY LARGEST SHAREHOLDERS
        The names of the twenty largest holders of ordinary fully paid shares are set out below:
                                                                                 Number of              Percentage
        Name                                                                   ordinary shares           of issued
                                                                                     held                 shares
        Citicorp Nominees Pty Ltd                                                 29,207,805               33.20
        Bilistyle Investments Ltd                                                  8,420,000                 9.57
        Shenyin Wanguo Securities (HK) Limited                                     8,000,000                 9.09
        Sun Hung Kai Investment Services Ltd                                       6,098,670                 6.93
        Sun Hung Kai Investment Services Ltd                                       5,358,272                 6.09
        Sun Hung Kai Securities (Overseas) Limited                                 4,000,000                 4.55
        Mr Patrick Ma                                                              1,509,999                 1.72
        Tonda Pty Ltd                                                              1,275,000                 1.45
        Mr Terushi Fujiki & Mrs Tetsuko Fujiki                                     1,150,000                 1.31
        Newmek Investments Pty Limited                                             1,000,000                 1.14
        Mrs Violet Dempsey                                                           970,000                 1.10
        Mr Albert Wong                                                               800,000                 0.91
        Mr Kum Chuen Raymond NG & Ms Kwai Foon Keung                                 483,000                 0.55
        Mr Leng Kuan Ng                                                              459,682                 0.52
        Catimarlou Pty Ltd                                                           375,000                 0.43
        Ms Yoke Yin Chan                                                             370,000                 0.42
        Bulluna Pty Ltd                                                              300,000                 0.34
        Congregation Lubavitch                                                       300,000                 0.34
        Minton Ltd                                                                   300,000                 0.34
        Tonda Pty Ltd                                                                300,000                 0.34
                                                                                  70,677,428                80.34

       The top 20 shareholders held 77.16% of the issued fully paid ordinary shares.

9.      TWENTY LARGEST OPTIONHOLDERS
        The names of the 20 largest option holders, or all holders where the total number of holders is less than 20,
        of each class of the Company’s options are set out below:
a)      Options expiring 6 January 2007, exercisable @ 25¢

        BCL Limited (beneficial for AYL Wong)                                                               1,500,000
        Jemaross Pty Limited (beneficial for RM Willcocks)                                                  1,000,000
        Catimarlou Pty Limited (beneficial for RGK Binet)                                                     750,000
                                                                                                            3,250,000

b)      Options expired 30 June 2004, exercisable @ 50¢

        Barton Place Pty Limited (beneficial for AYL Wong)                                                  1,500,000
        Roscious Pty Limited                                                                                  750,000
        Geoffrey Hill & Associates Pty Limited                                                                500,000
        Mr Alan Shapiro                                                                                       500,000
        Tonda Pty Limited (beneficial for RM Willcocks)                                                       500,000
        Ms Leanne Davis                                                                                       100,000
        Catimarlou Pty Limited (beneficial for RGK Binet)                                                     250,000
                                                                                                            4,100,000




                                                         37
RIMCapital Limited
Information for Australian Stock Exchange
as at 30 August 2004



        Options
        The Company, pursuant to approvals given by shareholders on 27 November 2001, issued the options over
        unissued shares in the Company referred to at (a) above. To the date of this report none of the options have
        been exercised.

        The Company, pursuant to approvals given by shareholders on 28 July 1999, issued the options over
        unissued shares in the Company referred to at (b) above. Of the original 13,100,000 options, 4,100,000 remain
        to be exercised. These options have all expired.

        The options are not quoted on the ASX. There is no intention to apply for quotation.

        The options referred to at (a) are subject to certain restrictions as set out in the relevant option agreements.


10.     RESTRICTED SECURITIES
        The Company has no restricted securities on issue.




                                                          38
RIMCapital Limited
Information for Australian Stock Exchange
as at 30 August 2004

    11.    COMPANY SECRETARY
            Stuart Hamilton Cameron

    12.    REGISTERED OFFICE
            Suite 505 Kindersley House
            Level 5, 33 Bligh Street
            Sydney NSW 2000
            Telephone:      (02) 9232 0211


    13.    ADMINISTRATION OFFICE
            Suite 505 Kindersley House
            Level 5, 33 Bligh Street
            Sydney NSW 2000

            Telephone:               (02) 9232 0211
            Facsimile:               (02) 9232 0233
            E-mail:                  info@rimcapital.com.au
            Website :                www.rimcapital.com.au

    14.    SHARE REGISTRAR
            ASX Perpetual Registrars Limited
            Level 8
            580 George Street
            Sydney NSW 2000

            Postal Address
            Locked Bag A14
            Sydney South NSW 1235

            Telephone:               (02) 8280 7111
            Facsimile:               (02) 9287 0303
            DX:                      1120 Sydney
            Website:                 www.asxperpetual.com.au
            email address:           registrars@asxperpetual.com.au

    15.    STOCK EXCHANGE QUOTATION

            The Company’s shares are quoted only on the Australian Stock Exchange (code “RMC”). The home
            exchange is Sydney.




                                                      39

				
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