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ASSEMBLEBAY LIMITED(Formerly Sirocco Energy Limited)

ABN 83 061 375 442

Annual Financial Report

For the Year Ended 30 June 2016

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Assemblebay LimitedABN 83 061 375 442

Annual Financial Report - 30 June 2016

CONTENTS

Page

Corporate Directory 1

Directors’ Report 2

Auditors’ Independence Declaration 22

Financial Report 23

Directors’ Declaration 47

Independent Auditor’s Report to the Members 48

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Assemblebay LimitedCorporate Directory

30 June 2016

1

CORPORATE DIRECTORY

Directors Simon RobertsonChairman

John GilfillanNon-Executive Director

Davide DefendiNon-Executive Director

Company Secretary Simon Robertson

Registered Office 68 Aberdeen StreetNorthbridge, Western Australia 6003Telephone: +61 (0)8 6555 2955Fax: +61 (0)8 6210 1153

Share Register Computershare Investor Services Pty LimitedLevel 11, 172 St Georges TerracePerth Western Australia 6000Telephone: 1300 850 505Overseas: +61 3 9415 4000Facsimile: +61 (0)8 9323 2033

Auditor William Buck Audit (WA) Pty LtdLevel 3, 15 Labouchere RoadSouth Perth Western Australia 6151

Securities Exchange Listing Assemblebay Limited shares are listed on theAustralian Securities Exchange, home branch, PerthCode: ASY

Website www.assemblebay.com.au

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Assemblebay LimitedDirectors’ Report

30 June 2016

2

DIRECTORS’ REPORT

Your directors present their consolidated financial report on the consolidated entityconsisting of Assemblebay Limited (formerly Sirocco Energy Limited) (“Assemblebay” or the“Company”) and the entities it controlled at the end of, or during the year ended 30 June2016 (the “Group”).

DIRECTORS

The names of each person who has been a director during the year and continues in office atthe date of this report are:

Simon Robertson appointed 19 November 2015John Gilfillan appointed 19 November 2015Davide Defendi appointed 4 March 2016

The names of each person who were directors during the year and resigned prior to the dateof this report are:

Dougal Ferguson appointed 19 November 2015, resigned 4 March 2016Michael Billing appointed 23 December 2013; resigned 19 November 2015Nerida Schmidt appointed 25 May 2015; resigned 19 November 2015 andMichelle Afflick appointed 25 May 2015, resigned 19 November 2015.

COMPANY SECRETARY

The current company secretary, Mr Simon Robertson, was appointed on 19 November 2015.

Ms Nerida Schmidt resigned on 19 November 2015 with the appointment of Mr Robertson.

PRINCIPAL ACTIVITIES

The principal activities of the Company are as an emerging business at the forefront of thegrowing online Home Services Industry focussing on the assembly of furniture andequipment.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS AND REVIEW OF OPERATIONS

The shares of the Company were suspended on 30 November 2012.

On 20 November 2015 the Company announced that it had entered into an agreement toacquire 100% of Assemble Holdings Pty Ltd, an emerging business at the forefront of thegrowing Home Services industry focusing on the assembly of furniture and equipmentthrough its web-based platform “AssembleBay”.

AssembleBay is a web platform focused on matching people who want items assembled withpeople who provide assembly services in a convenient online competitive bid environment.

The agreement was subject to a number of conditions including a capital raising and theCompany re-listing on ASX.F

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On 14 December 2015 the Company lodged a prospectus for the offer of 162,500,000 Sharesto the public at an issue price of $0.02 each to raise $3,250,000 (before costs of the Offer).The purposes of the Offer were to meet the requirement that the Company re-complies withthe ASX’s admission requirements in accordance with Chapters 1 and 2 of the Listing Rulesand to provide funding for the continued development commercialisation of AssembleBay inaccordance with the Assemble Holdings Pty Ltd business model and strategy as set out in theprospectus.

Approval was given by shareholders at a meeting to change the Company name from SiroccoEnergy Limited to Assemblebay Limited. This was affected on 2 February 2016.

The Company completed the capital raising and re-compliance requirements resulting in theCompany being re-instated to quotation on ASX with effect from 10 March 2016.

Following re-listing the Company concentrated on activities associated with implementing thebusiness model of Assemble Holdings Pty Ltd. The go-to market strategy is to focus on marketassembly services, initially utilising a “freemium” business model until critical mass isachieved, being a pricing strategy by which a good or service is provided free but a premiumis charged for proprietary features, functionality, or virtual goods.

On 7 April 2016 the Company announced the launch of its national marketing campaign,driven to increase awareness and dramatically escalate use of its website. Initial marketingstrategies included using traditional marketing initiatives to connect with shoppers and handout flyers in Perth, WA, supported by digital media initiatives including online GoogleAdwords and social media campaigns and posting strategically on popular community servicewebsites to re-direct traffic and encourage use of AssembleBay on both the assembler andclient sides.

Following the initial campaigns the Company has continued its marketing activities toincrease awareness and use of its web based platform focused on matching people who wantitems assembled with people who provide assembly services in a convenient onlinecompetitive bid environment and have concentrated on digital marketing campaigns.

Digital marketing strategies, which are proving more effective than traditional advertisingapproaches, are currently targeting assemblers and clients looking to have items assembledvia digital Adwords and social media advertising. The Digital Adwords Campaign is provingsuccessful in increasing traffic flow to the platform and has been expanded to Sydney,Melbourne, Adelaide and Brisbane.

A Facebook Ad Campaign has been launched in Sydney, Melbourne, Adelaide, Brisbane andPerth. Data from this campaign will be analysed later this year to determine its value as amarketing tool.

The digital marketing campaigns are also providing valuable data and statistics which arebeing analysed continually with the campaigns being adjusted to ensure that the marketingefforts are focused and delivering cost effect results.

The Company has also made substantial improvements to the AssembleBay platformdesigned to increase usage and enhance user experience.F

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OPERATING RESULT

The consolidated loss for the financial year was $607,831 (2015: Loss $45,239). Additionalinformation on the operations and financial position of the Group and its business strategiesand prospects are set out in this directors’ report and the consolidated financial report.

DIVIDENDS

No dividends were paid or are proposed to be paid to members during the financial year.

FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES

Other than as stated in this report, the Group’s business strategies and prospects for growthin future financial years have not been included in this report, as the inclusion of thisinformation is likely to result in an unreasonable prejudice to the Group.

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INFORMATION ON CURRENT DIRECTORS

Simon Robertson (Chairman)

Experience and Expertise

Mr Simon Robertson gained a Bachelor of Business from Curtin University in WesternAustralia and Master of Applied Finance from Macquarie University in New South Wales. Heis a member of the Institute of Chartered Accountants and the Governance Institute ofAustralia.

Mr Robertson currently holds the position of Company Secretary for a number of publiclylisted companies and has experience in corporate finance, accounting and administration,capital raisings and ASX compliance and regulatory requirements.

Other Current DirectorshipsNil

Former Directorships in the Last Three YearsNil

Interests in Shares and Options at the date of signing of this report1,200,000 ordinary shares1,000,000 options exercisable at $0.02 expiring 13 July 20181,000,000 options exercisable at $0.02 expiring 4 March 2019

John Gilfillan (Non-executive Director)


Mr John Gilfillan is an accredited Financial Advisor with 23 years’ experience in the FinancialServices Industry, including owning and operating his own practice for the last 15 years. Hehas also consulted to various corporate advisors and been involved in numerous ASX initialpublic offerings (IPOs), reverse takeover transactions (RTOs) and seed investments as aprivate investor.



Interests in Shares and Options at the date of signing of this report7,500,000 ordinary shares6,500,000 options exercisable at $0.02 expiring 13 July 20181,000,000 options exercisable at $0.02 expiring 4 March 2019

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Davide Defendi (Non-executive Director)


Mr Davide Defendi is an entrepreneur with 17 years tech start-up experience in Australia andEurope. During this time Davide created, managed and transacted out of a web developmentagency servicing an international client list, and an Australian based IT services business with Tier1 clients, including Chevron, DELL, RAC, Macquarie Group, Suncorp and many others.

He has worked at a senior operational level for a venture capital funded social networkingplatform similar to WhatsApp that had explosive growth. He was part of the core team thatdelivered a technical solution that grew and serviced a subscriber base from nothing to morethan 15 million users.

He is an experienced technical manager and strategist drawing on his start up experience andindustry knowledge to achieve maximum ROI while delivering the best in class IT solutions.Davide is an APMG certified PRINCE2 practitioner and holds a Bachelor of Computer andMathematical Sciences from the University of Western Australia.

He has a proven ability to manage all aspects of business, including negotiating multi-milliondollar customer contracts, leading dynamic multi-functional teams and organisations thatemploy up to 35 personnel, and executing innovative strategies to create and delivershareholder value.



Interests in Shares and Options at the date of signing of this report5,000,000 ordinary shares2,000,000 options exercisable at $0.02 expiring 4 March 2019

Information on Former Directors

Dougal Ferguson (Non-executive Director)


Mr Dougal Ferguson is currently the Managing Director of Elixir Petroleum Limited (ASX: EXR)and was a Director of Sirocco Energy Limited from 19 November 2015 and resigned on 4March 2016, he was previously a director of the Company from October 2011 through toDecember 2013. Dougal has significant corporate experience and has initiated a number oftransactions in recent years, principally in the oil and gas sector.

Other Current DirectorshipsElixir Petroleum Limited (ASX”: EXR)

Former Directorships in the Last Three YearsSirocco Energy Limited

Interests in Shares and Options at the date of resignation6,543,914 ordinary shares5,970,000 options exercisable at $0.02 expiring 13 July 2018

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Michael Billing


Mr Billing has over 35 years of mining and agri-business experience and a background infinance, specialising in recent years in assisting in the establishment and management ofjunior companies to the position where they can be sustainable businesses. His careerincludes experience in company secretarial, senior commercial, and CFO roles includinglengthy periods with Bougainville Copper Ltd and WMC Resources Ltd. He has workedextensively with junior resource companies over the past 15 years.

Other Current DirectorshipsSouthern Gold LimitedThor Mining PLC (ASX & AIM listed)

Former Directorships in the Last Three YearsBlack Fire Minerals LimitedEmperor Range Group Limited

Interests in Shares and Options at the date of resignation106,896 ordinary shares1,000,000 options exercisable at $0.02 expiring 13 July 2018

Nerida Schmidt

Experience and ExpertiseMs. Schmidt holds a Bachelor of Commerce from the University of Western Australia, and is aCertified Practising Accountant and a Fellow of Finsia. She is also a Chartered Secretary andholds a Graduate Diploma in Company Secretarial Practice. Ms Schmidt has 25 yearsprofessional experience as a company secretary with a number of ASX and AIM listedcompanies.




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Michelle Afflick

Experience and ExpertiseMrs Afflick holds a Bachelor of Commerce from the University of Western Australia and is amember of the Chartered Accountants Australia and New Zealand. Mrs Afflick has over 25years professional experience as a financial reporting accountant with both ASX and duallisted companies (AIM and TSX).




MEETINGS OF DIRECTORSThe numbers of meetings of the Company’s Board of Directors held during the year ended 30June 2016, and the numbers of meetings attended by each director were:

Name of Director No. eligible to attend No. attended

Simon Robertson 7 7John Gilfillan 7 7Davide Defendi 3 3Dougal Ferguson 4 4Michael Billing 4 4Nerida Schmidt 4 4Michelle Afflick 4 4

The business of the Board was conducted throughout the year by the use of various circularresolutions signed by all directors.

OPTIONS

At the date of this report the Company has the following options on issue.

2016Number Exercise Price Grant Expiry

27,000,000 $0.02 13 July 2015 13 July 201825,000,000 $0.02 4 March 2016 4 March 201952,000,000

In the financial year ended 30 June 2016, nil (30 June 2015: nil) shares were issued throughthe exercise of options.

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REMUNERATION REPORT - AUDITED

This remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration

B Details of remuneration

C Service agreements

D Share-based compensation

E Use of remuneration consultants

This remuneration report outlines the Director and Executive remuneration arrangements ofthe Company and Group in accordance with the requirements of the Corporations Act 2001and its Regulations. For the purpose of this report, key management personnel (KMP) of theGroup are defined as those persons having authority and responsibility for planning, directingand controlling the major activities of the Company and Group, directly or indirectly, includingany director (whether executive or otherwise) of the Parent Company, and includes thehighest paid executives of the Company and Group.

The information provided in this remuneration report has been audited as required by section308(3c) of the Corporations Act 2001.

Details of Key Management Personnel

Current DirectorsSimon Robertson - ChairmanJohn Gilfillan - Non-executive DirectorDavide Defendi - Non-executive DirectorFormer DirectorsDougal FergusonMichael BillingNerida SchmidtMichelle Afflick

No remuneration was paid to Directors of the Group by Group companies other thanAssemblebay Limited accordingly remuneration paid to key management personnel of theGroup is the same as that paid to key management personnel of the Company.

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PRINCIPLES USED TO DETERMINE THE NATURE AND AMOUNT OF REMUNERATION

A. The Company’s objective is to ensure that pay and rewards are competitive andappropriate for the results delivered. The Board makes recommendations which aims toalign rewards with achievement of strategic objectives and the creation of value forshareholders. The remuneration framework applied provides a mix of fixed and variableremuneration and a blend of base pay and long term incentives as appropriate. Issues ofremuneration are considered annually or otherwise as required.

Non-Executive directorsThe maximum aggregate amount of fees that can be paid to non-executive Directors issubject to approval by shareholders at General Meetings and is currently set at $400,000.The Company’s policy is to remunerate Non-Executive Directors at market rates (forcomparable companies) for time, commitment and responsibilities. Fees for Non-Executive Directors are not linked to the performance of the Company, however to alignDirectors’ interests with shareholders’ interests, Directors are encouraged to hold sharesin the Company.

In addition to Directors’ fees, non-executive Directors are entitled to additionalremuneration as compensation for work outside the scope of Non-Executive Directorsduties (whether performed in a consulting or part-time employee capacity). Non-Executive Directors’ fees and payments are reviewed annually by the board.

Retirement benefits and allowancesNo retirement benefits or allowances are paid or payable to Non-Executive Directors ofthe Company other than Superannuation benefits.

Other benefitsNo motor vehicle, health insurance or other similar allowances are made available toNon-Executive Directors.

Executives

Base payThe Company has no Executives employed at present. The following summary will applyto Executives. Executives will be offered a competitive level of base pay which maycomprises the fixed (non-risk) component of their pay and rewards. Base pay for seniorexecutives will be reviewed annually to ensure market competitiveness. There will be noguaranteed base pay increases included in any senior executives’ contracts.

Short term incentivesThe Company does not have in place any short term incentive schemes.

For the year ended 30 June 2016 no short term incentives were paid or payable toDirectors or Key Management Personnel of the Company or Group (2015: nil).F

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REMUNERATION REPORT (AUDITED) (CONTINUED)

Long term incentives (Directors and Executives)

Long-term performance incentives comprise of options granted at the recommendationof the Board in order to align the objectives of directors with shareholders and theCompany (refer section D for further information). The issue of options to Directorsrequires shareholder approval.

The grant of share options has not been directly linked to previously determinedperformance milestones or hurdles as the current stage of the Group’s activities makes itdifficult to determine effective and appropriate key performance indicators andmilestones.

For the year ended 30 June 2016 the following options where granted to Directors of theCompany or Group (2015: Nil):

3,000,000 unlisted options exercisable at $0.02 exercisable on or before 13 July 2018

4,000,000 unlisted options exercisable at $0.02 exercisable on or before 4 March2019

2015 Annual General Meeting

At the 2015 Annual General Meeting (“AGM”) held on 20 August 2015, the Company’sshareholders did not record a vote of more than 25% against the Remuneration Reportand no questions were raised at the meeting relating to the Remuneration Report.

Company PerformanceThe table below shows the performance of the Group as measured by the Group’s shareprice and EPS over the last five years. Remuneration of Key Management Personnel isnot dependent on the performance of the Company.

2012 2013 2014 2015 2016Share price 30June $0.04 0.01 Suspended Suspended $0.02

EPS (cents pershare) (0.184) (5.59) (0.00) (0.00) (0.45)

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B. DETAILS OF REMUNERATIONAmounts of remunerationDetails of the remuneration of the directors and Key Management Personnel and Executives of Assemblebay Limited and the Group are set out in thefollowing tables.

Short-term benefitsPost-employment

benefits

Share-based

payment

2016

Cash salary andfees

Cashbonus Other

Non-monetary

benefitsSuper-

annuation

AccruedAnnual

Leave Options Total$ $ $ $ $ $ $ $

Non-Executive DirectorsSimon Robertson 1 15,281 - - - 1,452 - 10,842 27,575John Gilfillan 1 14,733 - - - - - 10,842 25,575Davide Defendi 2 7,742 - - - - - 21,683 29,425Dougal Ferguson 3 7,000 - - - - - - 7,000Michael Billing 4 5,793 - - - - - 1,734 7,527Nerida Schmidt 4 5,794 - - - - - 1,734 7,528Michelle Afflick 4 5,794 - - - - - 1,734 7,528Total 62,137 - - - 1,452 - 48,569 112,158

1 Simon Robertson and John Gilfillan were appointed 19 November 20152 Davide Defendi was appointed 4 March 20163 Dougal Ferguson was appointed 19 November 2015 and resigned 4 March 20164 Michael Billing, Nerida Schmidt and Michelle Afflick resigned 19 November 2015

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Short-term benefitsPost-employment

benefits

Share-based

payment

2015

Cash salaryand fees

Cashbonus Other

Non-monetary

benefitsSuper-

annuation

AccruedAnnual

Leave Options Total$ $ $ $ $ $ $ $

Non-Executive DirectorsMichael Billing - - - - - - - -Nerida Schmidt 1 - - - - - - - -Michelle Afflick 1 - - - - - - - -Ray Ridge 2 - - - - - - - -Greg Channon 3 - - - - - - - -

Total - - - - - - - -1 Nerida Schmidt and Michelle Afflick were appointed 25 May 20152 Ray Ridge was appointed 19 September 2014 and resigned 25 May 20153 Greg Channon resigned 25 May 2015

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B. DETAILS OF REMUNERATION (CONTINUED)

During the year to 30 June 2016 no at-risk short-term or long-term incentives were paid orpayable to Directors or Key Management Personnel of the Company / Group.

No cash bonuses were forfeited during the period by Directors or Key ManagementPersonnel or remained unvested at year end.

a. Loans to key management personnel

There were no loans made to Directors of Assemblebay Limited or other KMP of the Group(or their personally related entities) during the current financial period.

b. Other transactions with KMP2016 2015

$ $

Payments to director-related parties:

SLR Consulting Pty Ltd (i) 25,161 -Tactical CTO (ii) 34,740 -Edge Corporate Services (iii) 23,453 20,000Shenton James (iv) 12,500 -

(i) SLR Consulting Pty Ltd is a company of which Simon Robertson is a director andbeneficial shareholder. The payments were for corporate advisory and financialservices on an arm’s length basis. At the year-end an invoice for $7,946 is payable anddue on 31 July 2016.

(ii) Tactical CTO is a company of which Davide Defendi is a director and beneficialshareholder. The payments were for marketing and promotional services on an arm’slength basis. At the year-end invoices for $10,011 were payable and due on 31 July2016.

(iii) Edge Corporate Services is a company of which Nerida Schmidt and Michelle Afflick aredirectors and beneficial shareholders. The payments were for corporate advisory andfinancial services on an arm’s length basis. At the year-end an invoice for $296 ispayable and due on 31 July 2016.

(iv) Shenton James Pty Ltd is a company of which Dougal Ferguson is a director andbeneficial shareholder. The payments were for corporate advisory services on an arm’slength basis. At the year-end no amounts were outstanding.

C. SERVICE AGREEMENTS

Remuneration and other terms of agreement for the Company's non-executive directors areformalised in letters of appointment. The letter summarises the terms of the appointment,including compensation, relevant to the office of director. Non-executive directors' fees areset at $24,000 exclusive of superannuation but excluding any additional fees which may bepayable as compensation for special exertions outside the normal scope of non-executiveduties. No termination benefits are payable to non-executive directors under the terms oftheir letters of appointment.

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D. SHARE-BASED COMPENSATION

Shares and option holdings

The numbers of shares and options over ordinary shares in the Group held during the financial period by each director of Assemblebay Limited and otherKMP of the Group, including their personally related parties, are set out below.

Share holdings

2016

Balance atstart of

yearPurchased

ExercisedOptions

Granted asremuneration

Consolidated Disposed

Balance atresignation

dateBalance

at end of yearDirectors of Assemblebay Ltd

Simon Robertson 1

John Gilfillan1

Davide Defendi 2

Dougal Ferguson 3

Michael Billing 4

Nerida Schmidt4

Michelle Afflick 4

----

543,4791,044,7831,040,000

1,200,0007,500,0005,000,0006,143,914

---

-------

---

400,000---

---

(436,583)(436,583)(835,826)(832,000)

-------

---

6,543,914106,896208,957208,000

1,200,0007,500,0005,000,000

----


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Option holdings

2016Balance at start

of year

Granted during theyear as

remuneration

Granted from RightsIssue Exercised / expired

year

Balance atresignation

dateBalance at end

of yearDirectors of Assemblebay Ltd

Simon Robertson 1

John Gilfillan1

Davide Defendi 2

Dougal Ferguson 3

Michael Billing 4

Nerida Schmidt4

Michelle Afflick 4

------

1,000,0001,000,0002,000,000

-1,000,0001,000,0001,000,000

1,000,0006,500,000

-5,970,000

---

-------

---

5,970,0001,000,0001,000,0001,000,000

2,000,0007,500,0002,000,000

----

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Option holdings (continued)

2016Grant date Amount paid

$Amount unpaid

$

Value of options atthe grant date

$

Value of optionsexercised at the

exercise date$

Number lapsedduring the year

Directors of Assemblebay LtdSimon Robertson 1

John Gilfillan1

Davide Defendi 2

Dougal Ferguson 3

Michael Billing 4

Nerida Schmidt4

Michelle Afflick 4

4 Mar 20164 Mar 20164 Mar 2016

-13 Jul 201513 Jul 201513 Jul 2015

-------

-------

10,84210,84221,683

-1,7341,7341,734

-------

-------

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Option holdings (continued)

2016Number of options vested

and exercisableNumber of options vested

and un-exercisableVesting and first exercise

date Last exercise dateDirectors of Assemblebay Ltd

Simon Robertson 1

John Gilfillan1

Davide Defendi 2

Dougal Ferguson 3

Michael Billing 4

Nerida Schmidt4

Michelle Afflick 4

1,000,0001,000,0002,000,000

-1,000,0001,000,0001,000,000

-------

4 Mar 20194 Mar 20194 Mar 2019

-13 Jul 201813 Jul 201813 Jul 2018

4 Mar 20194 Mar 20194 Mar 2019

-13 Jul 201813 Jul 201813 Jul 2018


During the period no options were exercised by Directors.

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The options granted to Simon Robertson, John Gilfillan and Davide Defendi in the year 30June 2016 were for nil consideration as remuneration, exercisable at $0.02 options with anexpiry date of on or before 4 March 2019. They vested immediately. The value per optionwas $0.011.

They were valued using Black Scholes with the below assumptions:

Unlisted optionsNumber of options in series 4,000,000Underlying share price $0.02Exercise price $0.02Expected volatility 82%Option life 3 yearsDividend yield 0.00%Interest rate 2.75%

The options granted to Michael Billing, Nerida Schmidt and Michelle Billing in the year 30June 2016 were for nil consideration as remuneration, exercisable at $0.02 options with anexpiry date of on or before 13 July 2018. They vested immediately. The value per option was$0.001734.

They were valued using Black Scholes with the below assumptions:

Unlisted optionsNumber of options in series 3,000,000Underlying date share price $0.005Exercise price $0.02Expected volatility 100%Option life 3 yearsDividend yield 0.00%Interest rate 2.00%

During the period no options have been exercised by Directors.

E. USE OF REMUNERATION CONSULTANTS

In the year ended 30 June 2016, the Group did not use the services of a remunerationconsultant.

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EVENTS AFTER THE REPORTING PERIOD

Other than as mentioned above or elsewhere in this report, financial statements or notesthereto, at the date of this report there are no other matters or circumstances which havearisen since 30 June 2016 that have significantly affected or may significantly affect:

the Entity’s operations in future years, or

the results of those operations in future financial years, or

the Entity’s state of affairs in future financial years.

ENVIRONMENTAL ISSUES

The Group’s operations are subject to the environmental regulation under the laws of theCommonwealth of Australia and the states in which it operates. The Board is of the viewthat all requirements have been met.

INSURANCE AND INDEMNITY OF OFFICERS AND AUDITORS

During the year the Company has paid a premium in respect of a contract insuring thedirectors of the Company (as named above) and the Company Secretary against liabilitiesincurred as such a director, secretary or executive officer to the extent permitted by theCorporations Act 2001. The contract of insurance prohibits disclosure of the nature of theliability and the amount of the premium. The Company has not otherwise, during or sincethe financial year, indemnified or agreed to indemnify an officer or auditor of the Companyor of any related body corporate against a liability incurred as such an officer or auditor.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied to the court under section 237 of the Corporations Act 2001 for leaveto bring proceedings on behalf of the Company, or to intervene in any proceedings to whichthe Company is a party, for the purpose of taking responsibility on behalf of the Companyfor all or part of those proceedings. No proceedings have been brought or intervened in onbehalf of the Company with leave of the court under section 237 of the Corporations Act2001.

AUDITOR

On 21 December 2015 by a special resolution at a general meeting of shareholders approvedthe removal of Stielow & Associates as auditor of the Company and the appointment ofWilliam Buck Audit (WA) Pty Ltd, in accordance with section 329 of the Corporations Act2001.A non-audit service was provided by William Buck Consulting (WA) Pty Ltd, a related entity ofWilliam Buck Audit (WA) Pty Ltd, of $5,522 for the provision of Independent Accounting Report.No non-audit services were provided during the year by Stielow & Associates.F

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AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditors’ independence declaration as required under section 307C of theCorporations Act 2001 is set out on page 22 of the annual report.

Signed in accordance with a resolution of the Board of Directors.

Simon RobertsonChairmanPerth8 September 2016

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Assemblebay LimitedConsolidated Statement of Profit and Loss and other Comprehensive Income

For the year ended 30 June 2016

23

Note2016

$2015

$

Revenue 6 - -

Administrative expenses 7 231,881 45,217

Employment benefits 7 93,587 -

Platform acquisition costs 7 255,000 -

Depreciation 7 232 234

Share based payments 7 48,569 -

Profit/(Loss) for the year (629,269) (45,451)

Finance income – Interest 6 21,438 212

Loss before tax for the year (607,831) (45,239)

Income tax expense 8 - -

Loss after tax for the year (607,831) (45,239)

Loss and total comprehensive loss attributable tothe members of Assemblebay Limited (607,831) (45,239)

Loss per share: Cents Cents

Basic loss per share 20 (0.45) 0.000

Diluted loss per share 20 (0.45) 0.000

The above consolidated statement of profit and loss and other comprehensive incomeshould be read in conjunction with the accompanying notes.

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Assemblebay LimitedConsolidated Statement of Financial Position

As at 30 June 2016

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ASSETS Note2016

$2015

$

Current assets

Cash and cash equivalents 9 3,038,145 10,029

Trade and other receivables 10 46,208 7,659

Total current assets 3,084,353 17,688

Non-Current assets

Plant and equipment - 232

Total non-current assets - 232

Total assets 3,084,353 17,920

LIABILITIES

Current liabilities

Trade and other payables 11 51,960 324,276

Total current liabilities 51,960 324,276

Total liabilities 51,960 324,276

NET ASSETS 3,032,393 (306,356)

EQUITY

Contributed equity 12(a) 7,757,302 4,086,973

Share-based payment reserve 13 458,222 181,971

Accumulated losses 13 (5,183,131) (4,575,300)

TOTAL EQUITY 3,032,393 (306,356)

The above consolidated statement of financial position should be read in conjunction withthe accompanying notes.

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Assemblebay LimitedConsolidated Statement of Changes in Equity


25

2016 ContributedEquity

$

Share BasedPaymentReserve

$

AccumulatedLosses

$

Total

$Balance 1 July 2015 4,086,973 181,971 (4,575,300) (306,356)

Net loss for the year - - (607,831) (607,831)Other comprehensiveincome for the year - - - -Total comprehensive lossfor the year - - (607,831) (607,831)Transactions with ownersrecorded directly inequity:Contributions of equity 4,097,223 - - 4,097,223Transaction costs (426,894) - - (426,894)Issue of options - 276,251 - 276,251

Balance 30 June 2016 7,757,302 458,222 (5,183,131) 3,032,393

2015 ContributedEquity

$

Share BasedPaymentReserve

$

AccumulatedLosses

$

Total

$Balance 1 July 2014 4,086,973 181,971 (4,530,061) (261,117)

Net loss for the year - - (45,239) (45,239)Other comprehensiveincome for the year - - - -Total comprehensive lossfor the year - - (45,239) (45,239)Transactions with ownersrecorded directly inequity: - - - -

Balance 30 June 2015 4,086,973 181,971 (4,575,300) (306,356)

The above consolidated statement of changes in equity should be read in conjunction withthe accompanying notes.

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Assemblebay LimitedConsolidated Statement of Cash Flows


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Note2016

$2015

$

Cash flows from operating activities

Interest received 1,138 212

Payments to suppliers and fees paid (345,810) (35,780)

Net cash outflow from operating activities 17 (344,672) (35,568)

Cash flows from financing activities

Proceeds from the issue of shares and options 3,374,100 -

Proceeds from borrowings – convertible note 200,000 -

Costs associated with capital raising (201,312) -

Net cash inflow from financing activities 3,372,788 -

Net (decrease)/increase in cash and cash equivalents 3,028,116 (35,568)

Cash and cash equivalents at 1 July 10,029 45,597

Cash and cash equivalents at 30 June 3,038,145 10,029

The above consolidated statement of cash flows should be read in conjunction with theaccompanying notes.

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Assemblebay LimitedNotes to the Consolidated Financial Statements


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1 Reporting entity

Assemblebay Limited (the “Company”) is a company limited by shares, incorporated and domiciledin Australia publicly traded on the Australian Securities Exchange. The address of the Company’sregistered office is 68 Aberdeen Street, Northbridge, WA 6003. The consolidated financialstatements of the Company as at and for the year ended 30 June 2016 comprise the Company andits subsidiaries (together referred to as the “Group” and individually as “Group’s entities”). TheGroup is a for-profit entity involved in the online Home Services Industry focussing on theassembly of furniture and equipment.

2 Basis of preparation

(a) Statement of complianceThe consolidated financial report is a general purpose consolidated financial report that has beenprepared in accordance with the Corporations Act 2001 and the Australian Accounting Standardsand Interpretations and complies with other requirements of the law.The consolidated financial statements and notes also comply with International FinancialReporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB).Material accounting policies adopted in the preparation of this financial report are presentedbelow. They have been consistently applied unless otherwise stated.

(b) Basis of measurementThe consolidated financial report has been prepared on an accruals basis and the historical costconcept, modified, where applicable, by the measurement at fair value of selected non – currentassets, financial assets and financial liabilities. These consolidated financial statements arepresented in Australian dollars, which is the Company’s functional currency.

3 Significant accounting policies

(a) Basis of consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entitiescontrolled by Assemblebay Limited at the end of the reporting period. A controlled entity is anyentity over which Assemblebay Limited has the ability and right to govern the financial andoperating policies so as to obtain benefits from the entity’s activities.

Where controlled entities have entered or left the Group during the year, the financialperformance of those entities is included only for the period of the year that they were controlled.A list of controlled entities is contained in Note 19 to the financial statements.

In preparing the consolidated financial statements, all intragroup balances and transactionsbetween entities in the consolidated group have been eliminated in full on consolidation.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, toa parent, are reported separately within the equity section of the consolidated statement offinancial position and statement of profit or loss and other comprehensive income. The non-controlling interests in the net assets comprise their interests at the date of the original businesscombination and their share of changes in equity since that date.F

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3 Significant accounting policies (continued)

(b) Financial Instruments(i) Non-derivative financial assetsThe Group initially recognises loans and receivables and deposits on the date that they areoriginated. All other financial assets (including assets designated at fair value through profit orloss) are recognised initially on the trade date at which the Group becomes a party to thecontractual provisions of the instrument.The Group derecognises a financial asset when the contractual rights to the cash flows from theasset expire, or it transfers the rights to receive the contractual cash flows on the financial asset ina transaction in which substantially all the risks and rewards of ownership of the financial asset aretransferred. Any interest in transferred financial assets that is created or retained by the Group isrecognised as a separate asset or liability.Financial assets and liabilities are offset and the net amount presented in the statement offinancial position when, and only when, the Group has a legal right to offset the amounts andintends either to settle on a net basis or to realise the asset and settle the liability simultaneously.The Group has the following non-derivative financial assets: cash and cash equivalents andreceivables.

ReceivablesReceivables are recognised initially at fair value and subsequently measured at amortised cost,less any impairment losses. Receivables are due for settlement no more than 30 days from thedate of recognition. Collectability of receivables is reviewed on an ongoing basis. Debts which areknown to be uncollectible are written off.A provision for impairment is established when there is objective evidence that the Group will notbe able to collect all amounts due according to the original terms of receivables. The amount ofthe impairment is the difference between the asset’s carrying amount and the present value ofestimated future cash flows, discounted at the original effective interest rate. Cash flows relatingto short-term receivables are not discounted if the effect of discounting is immaterial. The amountof the impairment is recognised in the income statement.

Cash and cash equivalentsCash and cash equivalents comprise cash on hand, deposits held at call with financial institutions,other short-term, highly liquid investments with original maturities of three months or less thatare readily convertible to known amounts of cash and which are subject to an insignificant risk ofchanges in value.

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(b) Financial Instruments (continued)(ii) Non-derivative financial liabilitiesOther financial liabilities comprise other payablesOther financial liabilities are recognised initially on the trade date. These amounts representliabilities for goods and services provided to the Group prior to the end of financial year which areunpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Otherfinancial liabilities are recognised at fair value less any directly attributable transaction costs.Subsequent to initial recognition, these financial liabilities are measured at amortised cost usingeffective interest method.

(c) Segment Reporting

The Group determines and presents operating segments based on the information provided bythe Board of directors who collectively are the Group’s Chief Operating Decision Maker. Anoperating segment is a component of the Group that engages in business activities from which itmay earn revenues and incur expenses that relate to transactions with any of the Group’s othercomponents.

(d) Income TaxIncome tax expense comprises current and deferred tax. Income tax expense is recognised inprofit or loss except to the extent that it relates to items recognised directly in equity, in whichcase it is recognised in equity.Current tax is the expected tax payable on the taxable income for the year, using tax rates enactedor substantively enacted at the reporting date, and any adjustment to tax payable in respect ofprevious years.Deferred tax is recognised using the balance sheet method, providing for temporary differencesbetween the carrying amounts of assets and liabilities for financial reporting purposes and theamounts used for taxation purposes. Deferred tax is not recognised for the temporary differenceon the initial recognition of assets or liabilities in a transaction that is not a business combinationand that affects neither accounting, nor taxable profit or loss. Deferred tax is measured at the taxrates that are expected to be applied to the temporary differences when they reverse, based onthe laws that have been enacted or substantively enacted by the reporting date. Deferred taxassets and liabilities are offset if there is a legally enforceable right to offset current tax liabilitiesand assets.A deferred tax asset is recognised to the extent that it is probable that future taxable profits willbe available against which the temporary difference can be utilised. Deferred tax assets arereviewed at each reporting date and are reduced to the extent that it is no longer probable thatthe related tax benefit will be realised.

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(e) Impairment of AssetsNon-derivative financial assetsA financial asset not carried at fair value through profit or loss is assessed at each reporting date todetermine whether there is objective evidence that it is impaired. A financial asset is impaired ifobjective evidence indicates that a loss event has occurred after the initial recognition of theasset, and that the loss event had a negative effect on the estimated future cash flows of thatasset that can be estimated reliably.Objective evidence that financial assets (including equity securities) are impaired can includedefault or delinquency by a debtor, restructuring of an amount, due to the Group, on terms thatthe Group would not consider otherwise, indications that a debtor or issuer will enter bankruptcyand the disappearance of an active market for a security. In addition, for an investment in anequity security, a significant or prolonged decline in its fair value below its cost is objectiveevidence of impairment.ReceivablesReceivables are recognised initially at fair value and subsequently measured at amortised cost,less any impairment losses. Receivables are due for settlement no more than 30 days from thedate of recognition. Collectability of receivables is reviewed on an ongoing basis. Debts which areknown to be uncollectible are written off.A provision for impairment is established when there is objective evidence that the Group will notbe able to collect all amounts due according to the original terms of receivables. The amount ofthe impairment is the difference between the asset’s carrying amount and the present value ofestimated future cash flows, discounted at the original effective interest rate. Cash flows relatingto short-term receivables are not discounted if the effect of discounting is immaterial. The amountof the impairment is recognised in the income statement. When an event occurring after theimpairment was recognised causes the amount of impairment loss to decrease, the decrease inimpairment loss is reversed through the profit or loss.(f) Issued Capital

Ordinary shares are classified as equity. Directly attributable costs associated with the issue ofnew shares or options are shown in equity as a deduction from the proceeds net of any tax effects.

(g) Earnings per Share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of theGroup, excluding any costs of servicing equity other than ordinary shares, by the weighted averagenumber of ordinary shares outstanding during the financial period, adjusted for bonus elements inordinary shares issued during the period.

Diluted earnings per share adjusts the figures used in the determination of basic earnings pershare to take into account the after tax effect of interest and other financing costs associated withdilutive potential ordinary shares and the weighted average number of additional ordinary sharesthat would have been outstanding assuming the conversion of all dilutive potential ordinaryshares.F

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(h) Goods and Services Tax (“GST”)Expenses and assets are recognised net of the amount of associated GST, unless the GST incurredis not recoverable from the taxation authority. In this case it is recognised as part of the cost ofacquisition of the asset or as part of the expense.Receivables and payables are stated inclusive of the amount of GST receivable or payable. The netamount of GST recoverable from, or payable to, the taxation authority is included with otherreceivables or payables in the statement of financial position.Cash flows are presented on a gross basis. The GST components of cash flows arising frominvesting or financing activities which are recoverable from, or payable to the taxation authority,are presented as operating cash flow.

(i) Employee BenefitsProvision is made for the Group’s liability for employee benefits arising from services rendered byemployees to reporting date. Employee benefits expected to be settled within one year togetherwith entitlements arising from wages and salaries, annual leave and sick leave which will be settledafter one year, have been measured at the amounts expected to be paid when the liability issettled, plus related on-costs.

(j) Share Based Payments

The Company may provide benefits to employees (including directors) of the Company in the formof share-based payment transactions, whereby employees render services in exchange for sharesor rights over shares (‘equity-settled transactions’).

The cost of these equity-settled transactions with employees is measured by reference to the fairvalue at the date at which they are granted. The fair value of these payments is determined usinga Black-Scholes option pricing model.

Rights over shares (options) using a Black-Scholes option pricing model takes into account theexercise price, the term of the option, the share price at grant date and expected price volatility ofthe underlying share, the expected dividend yield and the risk free interest rate for the term of theoption. The fair value of the options granted is adjusted to, excludes the impact of any non-marketand service vesting conditions. Non-market vesting and service conditions, if any, are included inassumptions about the number of options likely to be exercisable.

Shares issued under the employee share acquisition plan have been valued using a modified Black-Scholes option pricing model. The model takes into account the price at which the shares areissued, the price at which the shares traded on ASX on the date of issue, the term of theagreement, the impact of any discount given, and expected price volatility of the underlying share,the expected dividend yield and the risk free interest rate for the term of the agreement.

Share based payments to non-employees are measured at the fair value of goods or servicesreceived or the fair value of the equity instrument issued, if it is determined the fair value of thegood or services cannot be reliably measured, and are recorded at the date the goods or servicesare received. The corresponding amount is recorded to the share based payment reserve.F

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3. Significant accounting policies (continued)

(j) Share Based Payments (continued)

The grant date fair value of employee share acquisition plan shares granted under the plan isrecognised as an expense in the statement of profit or loss and other comprehensive income witha corresponding increase in equity, share based payments reserve over the vesting period that theemployees unconditionally become entitled to the awards.

The Company has issued shares to directors of the Company as part of their executive serviceagreements entered into by the relevant directors and the Company.

(k) Financial income and expenseFinance income comprises interest income on funds invested. Interest income is recognised as itaccrues in profit or loss, using the effective interest method.Finance expenses comprise interest expense on borrowings, changes in the fair value of financialassets at fair value through profit or loss and impairment losses recognised on financial assets. Allborrowing costs are recognised in profit or loss using the effective interest method.

(l) Critical Accounting Estimates, Judgements and AssumptionsEstimates and judgements are continually evaluated and are based on historical experience andother factors, including expectations of future events that may have a financial impact on theentity and that are believed to be reasonable under the circumstances.

(i) Share-based payment transactionsThe Group measures the cost of equity-settled transactions with employees and consultantsby reference to the fair value of the equity instruments at the date at which they aregranted. The fair value is determined using a Black-Scholes valuation model, using theassumptions detailed in Note 15.

(ii) ImpairmentThe Group assesses impairment at each reporting date by evaluation conditions specific tothe Group that may lead to the impairment of assets. When an impairment trigger exists,the recoverable amount of the asset is determined.

No further critical accounting estimates and/or assumptions have been made during thepreparation of the financial report other than as disclosed elsewhere in this financial report.

(m) Adoption of new and revised accounting standardsThe Group has adopted all new, revised and amending Accounting Standards and Interpretationsissued by the Australian Accounting Standards Board that are mandatory for the current reportingperiod. The adoption of these Accounting Standards and Interpretations did not have a significantimpact on the financial performance or position of the Group. Any new, revised or amendingAccounting Standards or Interpretations that are not yet mandatory have not been early adopted.

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(n) Standards and Interpretations Issued not yet Adopted

Certain new accounting standards and interpretations have been published that are not yetmandatory for 30 June 2016 reporting periods and have not been early adopted by the Group. TheGroup’s assessment of the impact of these new standards and interpretations, most relevant tothe consolidated entity, are set out below.

Title of standard Nature of change Impact Mandatory applicationdate/ Date adopted byCompany

AASB 9 FinancialInstruments

AASB 9 addresses theclassification,measurement and de-recognition of financialassets and financialliabilities, impairment offinancial assets and hedgeaccounting.

Given the nature of theCompany’s financial assets andfinancial liabilities, the Companydoes not expect the impact to besignificant.

Must be applied forreporting periodscommencing on or after 1January 2018. Thereforethe application date forthe company will be forthe reporting periodcommencing on 1 July2018.

AASB 15Revenue fromcontracts withcustomers

An entity will recogniserevenue to depict thetransfer of promised goodsor services to customers inan amount that reflects theconsideration to which theentity expects to beentitled in exchange forthose goods or services.This means that revenuewill be recognised whencontrol of goods or servicesis transferred, rather thanon transfer of risks andrewards as is currently thecase under AASB 118Revenue.

Based on the Company’sassessment, the impact is notconsidered to be significant.

Must be applied forannual reporting periodsbeginning on or after 1January 2018. Thereforethe application date forthe Company will be forthe reporting periodcommencing on 1 July2018.

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4 Financial Risk Management and Employee LoansThe Group’s financial instruments consist of cash and cash equivalents, trade receivables, andtrade payables.The main risks the Group is exposed to through its financial instruments are interest rate risk,liquidity risk and credit risk.OverviewThe Group has exposure to the following risks arising from the use of financial instruments:

Credit risk Liquidity risk Interest rate risk Market risk Other price risk

The Group’s overall risk management program focuses on the unpredictability of financial marketsand seeks to minimise potential adverse effects on the financial performance of the Group. Riskmanagement is carried out by the board of directors under policies approved by the Board. Theboard identifies and evaluates financial risks and provides written principles for overall riskmanagement.

(i) Credit RiskCredit risk is the risk of financial loss to the Group if a customer or counterparty to a financialinstrument fails to meet its contractual obligations, and arises principally from the Group’sreceivables from customers and cash and cash equivalents. The Group has no material exposure tocredit risk at 30 June 2016. There are no significant concentrations of credit risk. The Group limitsits exposure to credit risk by investing in counterparties that have an acceptable credit rating.

(ii) Liquidity riskLiquidity risk is the risk that the Group will not be able to meet its financial obligations as they falldue. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will havesufficient cash resources to meet its liabilities when due, under both normal and stressedconditions, without incurring unacceptable losses or risking damage to the Group’s reputation.The contractual maturities of financial liabilities is as disclosed in the statement of financialposition as all liabilities are current and are essentially settled in 30-60 days.

(iii) Interest rate riskThe Group’s financial instruments that are exposed to interest rate risk at 30 June are as follows:

Carrying amount 2016 2015$ $

Variable rate instrumentsCash and cash equivalents 3,038,145 10,029

Sensitivity analysis:A change of 100 basis points in interest rates at the reporting date would have increased(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that allother variables remain constant.

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4 Financial Risk Management and Employee Loans (continued)

30 June 2016 Profit or Loss Equity100bp increase 100bp decrease 100bp increase 100bp decrease

Variable rateinstruments

$30,382

$(30,382)

$-

$-

30 June 2015 Profit or Loss Equity100bp increase 100bp decrease 100bp increase 100bp decrease

Variable rateinstruments

$15

$(15)

$-

$-

(iv) Other price riskFair ValuesThe fair value of financial assets and financial liabilities approximate their carrying amounts.

5 Segment Reporting

The Group currently operates in one operating segment being the online Home Services Industry.The Group continues to consider new projects in this sector and others by way of acquisition orinvestment. The Group currently operates in one geographic segment that being Australia.

6 Income 2016$

2015$

IncomeInterest received 21,438 212

21,438 212

7 ExpensesCorporate compliance costs 86,973 37,272Employment costs 93,587Depreciation 232 234Platform acquisition costs 255,000 -Share based payments 48,569 -Administration costs 144,908 7,945

629,269 45,451

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8 Income Tax Expense 2016$

2015$

a. The components of tax expense comprise:Current tax - -Deferred tax - -

- -b. The prima facie tax payable/(benefit) on profit/(loss)

from ordinary activities before income tax isreconciled to the income tax as follows:Prima facie tax benefit on loss from activities beforeincome tax at 30% (2015: 30%) (182,349) (13,572)

(182,349) (13,572)Add tax effect of:- Revenue losses not recognised 119,721 22,070- Non-allowable items 93,794 330- Other deferred tax assets not recognised (31,166) (8,828)

Income tax expense -

c. Deferred tax recognised:Deferred tax liabilities:Interest receivable (6,090) -

Deferred tax assets:Carry forward revenue losses 6,090 -

Net deferred tax - -

d. Unrecognised deferred tax assets:Carry forward revenue losses 718,127 640,968Carry forward capital losses 450,607 450,607Capital raising costs 110,041 3,974Provisions and accruals 3,404 12,000Other 815 -

1,282,994 1,107,549

The tax benefits of the above deferred tax assets will only be obtained if:(a) the Group derives future assessable income of a nature and of an amount sufficient to

enable the benefits to be utilised;(b) the Group continues to comply with the conditions for deductibility imposed by law; and(c) no changes in income tax legislation adversely affect the Group in utilising the benefits.

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9 Cash and cash equivalentsCurrent

2016$

2015$

At bank and in hand 3,038,145 10,0293,038,145 10,029

a) Interest rate risk exposure

Information about the Group’s exposure to interest rate risk in relation to cash and cashequivalents is provided in note 4.

10 Trade and other receivablesCurrentAccrued interest 20,300 -GST 14,227 7,659Prepayments 11,681 -

46,208 7,659

11 Trade and other payablesCurrentTrade payables 34,032 -Other payables and accrued expenses 17,928 324,276

51,960 324,276

The average credit period on purchases is 45 days from the date of invoice. Group policy is to payall undisputed invoices within 30 days from the month of receipt. All amounts are expected to besettled within 12 months.

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12 Contributed Equity

(a) Share Capital 2016Shares

2016$

2015Shares

2015$

Ordinary shares fully paid 237,982,218 7,757,302 37,542,602 4,086,973

(b) Movement in Ordinary Share Capital

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up ofthe Group in proportion to the number of shares held. On a show of hands every holder ofordinary shares present at a meeting or by proxy, is entitled to one vote. Upon a poll every holderis entitled to one vote per share held.

Description Date Number of shares Issue Price $

2016Opening balance 37,542,602 4,086,973Share consolidation 5for 1 (i) 6 Jul 2015 (30,033,761) - -Placement(ii) 13 Jul 2015 24,000,000 $0.0050 120,000Shares issued insettlement of debt(i) 13 Jul 2015 23,377 $0.5000 11,688Shares issued insettlement of debt(i) 13 Jul 2015 800,000 $0.2083 166,667Shares issued insettlement of debt(i) 13 Jul 2015 400,000 $0.2297 91,868Conversion ofConverting note 4 Mar 2016 20,000,000 $0.0100 200,000Shares issued on re-compliance(iii) 4 Mar 2016 162,500,000 $0.0200 3,250,000Shares for acquisition(iv) 4 Mar 2016 12,750,000 $0.0200 255,000Share issued on re-compliance (v) 4 Mar 2016 10,000,000 $0.0002 2,000Less: transaction costs - (426,894)

Closing balance 30 June 2016 237,982,218 7,757,302

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12 Contributed Equity (continued)

Description DateNumber of

shares Issue Price $

i. Share consolidation and issue of shares in settlement of debtOn 6 July 2015 shareholders approved at a General Meeting to consolidate share capital ona 5 for 1 basis. Approval was also given to issue 1,223,377 fully paid shares to various partiesto extinguish debt of $270,223.

ii. 2015 Share PlacementOn 13 July 2015, Assemblebay completed a Share Placement. The Placement was24,000,000 fully paid shares at $0.005 per share with a free attaching option per shareissued. The options have an exercise price of $0.02 expiring on 13 July 2018. The issue costsof $3,316 are in relation to the Placement.

iii. Shares issued on re-complianceOn 4 March 2016 as per the terms and conditions of the Prospectus lodged with the ASX on14 December 2016, 162,500,000 shares were issued at $0.02 raising $3,250,000 on re-compliance.

iv. Shares for acquisition of SubsidiaryOn 4 March 2016 the Company issued 12,750,000 shares with a notional value of $0.02 asconsideration for the acquisition of 100% of the issued capital of Assemble Holdings Pty Ltd.

v. Issued at re-listingOn 4 March 2016, 10,000,000 fully paid shares issued for $0.0002 to parties who assisted inthe acquisition (iv) and capital raising.

(c) Capital Risk Management

Management controls the capital of the Group in order to maintain a sustainable debt to equityratio, generate long-term shareholder value and ensure that the Group can fund its operationsand continue as a going concern.

The Group is not subject to any externally imposed capital requirements.

Management effectively manages the Group’s capital by assessing the Group’s financial risks andadjusting its capital structure in response to changes in these risks and in market. These responsesinclude the management of debt levels, distributions to shareholders and share issues.

2015Closing balance 30 June 2015 37,542,602 4,086,973

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13 Reserves and Accumulated Losses

With respect to the payment of dividends (if any) by Assemblebay in subsequent financialyears, no franking credits are currently available, or are likely to become available in thenext 12 months.

2016 2015$ $

a) Share based payment reserve

Opening balance 181,971 181,971

Option expense in the year 274,251 -

Options issued at cost (i) 2,000 -

Balance at 30 June 458,222 181,971

b) Accumulated losses

Opening balance 4,575,300 4,530,061

Net loss for the year 607,831 45,239

Balance at 30 June 5,183,131 4,575,300

a) Nature and purpose of reserves

The share-based payments reserve is used to recognise the grant date fair value of options issuedto current and past Directors but not exercised.

i. Options issued at re-listingOn 4 March 2016 21,000,000 options, exercisable at $0.02 expiring on 4 March 2019, wereissued for $0.0001 to parties who assisted in the acquisition of Assemble Holding Pty Ltd and thecapital raising.

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14 Options

As at reporting date, the Group has the following options on issue:

2016Number Exercise Price Grant Expiry

27,000,000 $0.02 13 July 2015 13 July 201825,000,000 $0.02 4 March 2016 4 March 201952,000,000

Options carry no dividend or voting rights. Upon exercise, each option is convertible intoone ordinary share to rank pari passu in all respects with the Group’s existing fully paidordinary shares.

Movements in the number of options on issue during the year are as follows:

Description2016

Number

WeightedAverageExercise

Price2015

Number

WeightedAverageExercise

Price

OptionsOpening balance - - - -Issued during the period share placement 24,000,000 0.0092 - -Issued during the period remuneration (i) 3,000,000 0.0012 - -Issued during the period remuneration(ii) 4,000,000 0.0096 - -Issued at re-listing(iii) 21,000,000 0.0096 - -Exercised during the period - - - -Expired during the period - - - -Balance at 30 June 52,000,000 0.0200 - -

2016

(i) Options (valued at $0.002) were issued to the Directors were valued using BlackScholes with the below assumptions:

Unlisted optionsNumber of options in series 3,000,000Underlying share price $0.005Exercise price $0.020Expected volatility 100%Option life 3 yearsDividend yield 0.00%Interest rate 2.00%For

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14 Options (continued)

(ii) Options (valued at $0.011) issued to Employees of the Company and were valuedusing Black Scholes with the below assumptions:


(iii) Options (valued at $0.011) issued to parties that assisted in the acquisition and re-listing of the Company and were valued using Black Scholes with the belowassumptions:


Expected volatility has been based on an evaluation of the historical volatility of the share price ofsimilar companies operating in the Home Services Industry, particularly over the historical periodcommensurate with the expected term.

15 DividendsThere were no dividends recommended or paid during the financial year.

16 Remuneration of AuditorsAuditor fees of incurred during the financial year are as follows:

2016$

2015$

Audit and review services – William Buck Audit (WA) Pty Ltd 16,000 -Preparation of Independent Accountant Report for prospectus –William Buck Consulting (WA) Pty Ltd 5,522 -Audit and review services – Stielow and Associates - 20,000

21,522 20,000

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17 Reconciliation of Loss After Income Tax to Net Cash Outflow from Operating Activities2016

$2015

$Loss for the year (607,831) (45,239)Depreciation 232 234Platform acquisition costs 255,000 -Share Based payments 48,569Changes in operating assets and liabilities:(Increase)/decrease in receivables (38,549) (3,379)Increase/(decrease) in payables (2,093) 12,818Net cash outflow from operating activities (344,672) (35,568)

17 (b) Non cash investing and financing activitiesDuring the year 12,750,000 shares at $0.02 were issued as consideration for the acquisition ofAssemble Holdings Pty Ltd.

18 Group entities

Subsidiaries Country ofincorporation

Ownership interest

2015 2015

Assemble Holdings Pty Ltd Australia 100%(1) -

(1) Assemble Holdings Pty Ltd was acquired on 4 March 2016 by issue of 12,750,000 shares at$0.02 as consideration for the acquisition of 100% of the issued capital. Assets acquiredand liabilities assumed through the acquisition of Assemble Holdings Pty Ltd do notconstitute a business. Therefore, the transaction is not accounted for as a businesscombination under AASB 3 Business Combinations. The platform costs that AssembleHoldings Pty Ltd had previously incurred were not considered to meet the definition of anintangible asset in accordance with the relevant accounting standards and therefore wereexpensed in the profit or loss on acquisition.

19 Events After the Reporting Period

Other than as mentioned above or elsewhere in this report, financial statements or notes thereto,at the date of this report there are no other matters or circumstances which have arisen since 30June 2016 that have significantly affected or may significantly affect:

the Entity’s operations in future years, or

the results of those operations in future financial years, or

the Entity’s state of affairs in future financial years.

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20 Earnings Per Share 2016$

2015$

Net loss used in calculating basic earnings per share (607,831) (45,239)Net loss used in calculating diluted earnings per share (607,831) (45,239)

2016Number

2015Number

Weighted average number of ordinary sharesoutstanding during the year in calculating basic EPS 135,697,492 37,542,602Weighted average number of ordinary sharesoutstanding during the year in calculating diluted EPS 135,697,492 37,542,602

2016$

2015$

Total basic loss per share attributable to the ordinaryequity holders of the Company ($0.45) ($0.00)Total diluted loss per share attributable to the ordinaryequity holders of the Company ($0.45) ($0.00)

OptionsOptions are considered to be potential ordinary shares. When the Company is in a loss makingposition options are not included in the determination of diluted loss per share as they are notconsidered to be dilutive. There are 52,000,000 options in issue as at the date of this report.

21 Contingent Liabilities

There are no contingent liabilities as at the date of signing of this report.

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22 Related Party Transactions2016 2015

$ $Short term employee benefits 62,137 -Post-employment benefits 1,452 -Non-monetary benefits - -Share based payment 48,569 -

112,158 -There have been the following transactions with related parties during the year ended 30June 2016 and the prior period.

2016 2015$ $

Payments to director-related parties:

SLR Consulting Pty Ltd (i) 25,161 -Tactical CTO (ii) 34,740 -Edge Corporate Services (iii) 23,453 20,000Shenton James (iv) 12,500 -

(i) SLR Consulting Pty Ltd is a company of which Simon Robertson is a director and beneficialshareholder. The payments were for corporate advisory and financial services on an arm’slength basis. At the year-end an invoice for $7,946 is payable and due on 31 July 2016.

(ii) Tactical CTO is a company of which Davide Defendi is a director and beneficial shareholder.The payments were for marketing and promotional services on an arm’s length basis. At theyear-end invoices for $10,011 were payable and due on 31 July 2016.

(iii) Edge Corporate Services is a company of which Nerida Schmidt and Michelle Afflick aredirectors and beneficial shareholders. The payments were for corporate advisory andfinancial services on an arm’s length basis. At the year-end an invoice for $296 is payable anddue on 31 July 2016.

(iv) Shenton James Pty Ltd is a company of which Dougal Ferguson is a director and beneficialshareholder. The payments were for corporate advisory services on an arm’s length basis. Atthe year-end no amounts were outstanding.

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23 Parent entity disclosures

As at the financial year ending 30 June 2016 the parent entity of the Group was AssemblebayLimited.

2016$

2015$

Result of parent entityTotal comprehensive loss for the period (607,831) (45,239)

Financial position of parent entity at year endCurrent assets 3,084,353 10,029Total assets 3,084,353 17,920

Current liabilities 51,960 324,276Total liabilities 51,960 324,276

Total equity of the parent entity comprising of:Share capital 7,757,302 4,086,973Share-based payment reserve 458,222 181,971Accumulated losses (5,183,131) (4,475,300)Total equity (3,032,393) (306,356)

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Assemblebay LimitedDirectors’ Declaration


The Directors declare that:

(a) in the Directors’ opinion, there are reasonable grounds to believe that the Group willbe able to pay its debts as and when they become due and payable;

(b) the financial statements and accompanying notes are prepared in compliance withInternational Financial Reporting Standards and interpretations adopted by theInternational Accounting Standards Board;

(c) in the Directors’ opinion, the attached financial statements and notes thereto are inaccordance with the Corporations Act 2001, including compliance with accountingstandards and giving a true and fair view of the financial position and performanceof the Group; and

(d) the Directors have been given the declarations required by s.295A of theCorporations Act 2001.

Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of theCorporations Act 2001.

Simon RobertsonChairman8 September 2016

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