RNS Number : 2425C
  Phosphagenics Limited
  29 August 2008
   

    Phosphagenics Limited

    Half Year Report
    Period Ended 30 June 2008
    (Previous Corresponding Period: Half year ended 30 June 2007)

    Results for announcement to the market

    
                                                         $A*000                $A*000
                                           6 months30 June 2008  6 months30 June 2007
 Revenues from ordinary          (Up 11%)                 2,220                 2,000
 activities 
 (Loss) from ordinary            (Up 19%)               (4,121)               (3,474)
 activities after tax
 attributable to members 
 Net (Loss) for the period       (Up 19%)               (4,121)               (3,474)
 attributable to members
 
    
 Dividends (distributions)       Amountper security  Franked amount per security
 6 months ended 30 June 2008N/A                   -                        N/A �
 6 months ended 30 June 2007N/A                   -                        N/A �
 Record date for determining                    N/A                          N/A
 entitlements to the dividend



    Brief explanation necessary to enable the figures above to be understood:

    For the 6 months ended 30 June 2008 the Company returned an after tax loss of $4.121 million (2007: $3.474 million).

    During the period, the Company continued to advance its research and development program with the following results:

    
 1.  A pre-clinical study combining the Companies APA-01 product candidate and
         statin atorvastatin (LiptorTM) demonstrated a statistical significant
           reduction in serum lipids and inflammatory proteins involved in the
                                              development of atheroscierosis. 
 2.    The joint phase 2 human clinical trial with NestlNutrition to establish
       the efficacy of Phosphagenics* Phospha E�in the management of metabolic
                            syndrome is advancing at five sites in Australia. 
 3.  The completion, with favourable results, of a safety and irritation human
               clinical trial in the U.S. for its lead dermatological product,
                    TPM/tretinoin (tretinoin is also known as retinoic acid). 
 4.     An independent panel of food safety experts unanimously concluded that
     Phosphagenics* patented Phospha E�is Generally Recognised As Safe (GRAS).
 5.    Ethics approval to commence treating patients with Type 1 diabetes in a
        phase 2 clinical trial using its patented transdermal insulin delivery
                                                         system, TPM/insulin. 
 6.          Positive results of a pre-clinical study using TPM, the Company*s
        patented drug delivery system, for the targeted delivery of lidocaine,
         demonstrating increased efficacy while restricting systemic exposure.

    To ensure the Company has the ability to fund its research and development program, it raised equity capital of $8.773 million during
the period and as at 30 June 2008 funds in hand totalled $15.630 million (2007: $10.715 million); refer to the Cash Flow Statement. At 30
June 2008 Shareholders Equity totalled $138.421 million (2007: $133.761 million); refer to the Statement of Changes in Equity.

    To examine in detail the information referred to above please visit the Company's website at: www.phosphagenics.com or contact the
Company by telephone +613 9605 5900 or by facsimile +613 9605 5999.

    Net Tangible Assets Per Security

    Net tangible assets per security (with the comparative figure for the previous corresponding period):

                                   30 June 2008  30 June 2007

 Net tangible assets per security  2.69 Cents    3.19 Cents

    Directors' Report

    The Directors of Phosphagenics Limited submit their report for the half-year ended 30 June 2008. 

    Directors

    The names and particulars of the Directors of Phosphagenics Limited in office at any time during or since the end of the period:

    Currently in Office

    Associate Professor Andrew Lancelot Vizard (Aged 50 years) BVSc (Hons) MVPM 
    non executive Independent Director since July 1999 and Chairman since October 2000
    Last re-elected May 2007

    With a background in research and agricultural consultancy, Professor Vizard is the Senior Consultant with and former Director of the
Mackinnon Project at the University of Melbourne. This enterprise is recognized as a leader in delivering practical advice to farmer and
agribusiness on a wide range of agricultural and economic issues. Professor Vizard is the author of over 50 scientific papers. 

    Professor Vizard is currently a Non-Executive Director of Ridley Corporation Ltd and Animal Health Australia Ltd and is a Trustee of the
Australian Wool Education Trust. In addition, Professor Vizard has been a board member of a number of statutory scientific and commercial
organisations.

    Professor Vizard is a member of the Company's Audit, Compliance and Corporate Governance Committee.

    Harry Rosen (Aged 61 years) BA , LLB
    Executive Director appointed to the Board in June 1999
    appointed managing director december 2005
    Last re-elected May 2004 (* As Managing Director Mr Rosen is not required to retire by rotation)

    Mr Rosen is one of the founders of Betatene Limited and Denehurst Limited, two formerly ASX listed companies which commercialised
significant research and development. Betatene is the world's largest producer of natural beta carotene. After the purchase of Betatene
Limited by Henkel Corporation, Mr Rosen served as Vice President, Corporate Development. As a Vice President of Henkel Corporation, he
worked for a number of years in the U.S. in the nutrition and health care industries. 

    Mr Rosen has consulted to many technology companies assisting them with the commercialisation of new technologies. He has had
significant experience in the areas of seed capital raising, stock exchange listings, taxation and corporate law. Mr Rosen graduated from
the Australian National University (BA-Psychology) and Melbourne University (LLB).

    Jonathan Lancelot Addison (Aged 55 years) BEc (Tas), ASIC, CFTP (Snr) 
    non executive Director since November 2002 
    Last re-elected May 2008

    Mr Addison has over 30 years in the investment management industry, including wide experience in superannuation. Currently he is the
Investment Manager (formerly Fund Manager) of the Meat Industry Employee Superannuation Fund ("MIESF") whom he joined in June 1999 and where
he is responsible for the investment management of MIESF.

    MIESF, a self-administered industry superannuation fund established in 1981 which operates nationally, currently holds 21,800,000 shares
in Phosphagenics Limited.

    Prior to his appointment to MIESF, Mr Addison was a Director and Asset Consultant within the Corporate Finance section of
PricewaterhouseCoopers and in this role was responsible for establishing an investment consulting practice with clients ranging from
superannuation funds to insurance funds and funds managers. Prior to that, he was Manager Investment Consultant at Sedgwick Noble Lowndes.

    Mr Addison also holds Non-Executive Directorships with Austcorp Capital Funds Management Limited, African Enterprise Limited, African
Enterprises New Zealand Limited, Hawksbridge Limited and Global Masters Fund Limited.

    Mr Addison is the Chairman of the Company's Audit, Compliance and Corporate Governance Committee.

    Professor John Mills (Aged 68 years) BS (HONS), MD, FACP, FRACP
    Non-Executive Independent Director since March 2004
    Last re-elected May 2007

    Professor Mills has a long and distinguished career in medical research, clinical medicine and biomedical business. In addition to his
position as a Non-Executive Director of Phosphagenics, he is Executive Chairman of Cavidi AB, Executive Director of TissuePath Pty Ltd, a
Non-Executive Director of GBS Venture Partners Pty Ltd and, previously, a Non-Executive Director and Chairman of Amrad Corporation and
Managing Director of Narhex Life Sciences Limited. He holds professional appointments at Monash University and RMIT, and is a consulting
physician at the Alfred and Austin Hospitals in Melbourne.

    Professor Mills has published over 200 scientific articles and has served as a consultant to the pharmaceutical industry and
governments, the World Health Organization and the United Nations.

    Professor Mills is a member of the Company's Audit, Compliance and Corporate Governance Committee and is also a member of Phosphagenics
Limited's Scientific Advisory Board.

    Dr Esra Ogru (aged 33 years) BSc (Hons) PhD
    Executive Director Research & Development Since October 2005
    Last re-elected May 2006

    Dr Ogru is responsible for the co-ordination and management of pre-clinical, clinical and development research in Australia and
internationally. She achieves this through leadership of a team of experienced pharmaceutical scientists and chemists and strategic
collaborations.

    In this role, Dr Ogru has developed commercial opportunities for both the Company's nutraceutical division and pharmaceutical
technologies, such as transdermal drug delivery and drug enhancement platforms for cancer, heart disease and chronic pain management.

    Dr Ogru has many years experience in both the academic and commercial aspects of the industry and has publications in peer-reviewed
journals. Prior to joining Phosphagenics in 2001, Dr Ogru carried out significant research on obesity and diabetes. Additionally she has
considerable experience in the management and coordination of pre-clinical and clinical development of pharmaceutical products.

    Michael Richard Dwyer Ashton (Aged 62 years) BPharm, MBA
    Non-Executive Director Appointed to the board on 8 july 2008

    Mr Ashton has more than 30 years' experience in the international pharmaceutical industry having held senior management positions with
Merck Inc. and Pfizer Inc., and executive board positions with Fauldings Inc. and SkyePharma Plc.  

    Mr Ashton was CEO and Director of SkyePharma Plc., initially he was responsible for the re-organisation of SkyePharma AG as a public
enterprise (1996 - 1998). In 1998 he took over responsibility of the operations of the SkyePharma Plc. group and re-organised the
international structure in Europe and the U.S. and the world wide Business Development Group.

    Earlier Mr Ashton was Chairman, President and CEO of Faulding Inc., the U.S. subsidiary he opened for FH Faulding, Australia's largest
pharmaceutical company, and CEO of Purepac Inc. During that time, he supervised the start-up of David Bull in the U.S. and Canada and
oversaw restructuring of Purepac Inc., into a leader of the U.S. generic pharmaceutical industry.

    In addition, Mr Ashton served with Pfizer International for 13 years in various roles, which included Director of Pharmaceutical
Business Development for Europe/Canada, Vice President of Pharmaceutical Development for Africa/Middle East, Pharmaceutical Business
Director of Nigeria and Group Product Manager for the International Division in New York.

    Mr Ashton previously applied his pharmacist background to various management positions during six years at Merck Sharp and Dohme in
Sydney and the U.S.

    Mr Ashton is a member of the Boards of Hikma Pharmaceuticals Plc, Proximagen Neuroscience Plc and Transition Therapeutics Inc.

    Mr Ashton holds a Bachelor of Pharmacy degree from Sydney University and a Masters in Business Administration from Rutger University,
New Jersey, USA.

    Former Directors:

    Michael David Preston (Aged 62 years) MA, FCA
    Non-Executive Director for the period November 2004 to 23 may 2008
    Last re-elected May 2005

    Mr Preston is a principal partner and founder of Alberdale & Co., an FSA-regulated corporate finance and business advisory firm based in
London with offices in the U.S. Alberdale specialises in media, technology and life sciences and manages a high technology venture capital
fund concentrating in life sciences. Mr Preston was previously a founder of Sterling Publishing Group Plc, a business publishing company
that was publicly listed in London in 1985. He was also a founder of the Broad Street Group Plc, a marketing services company that was
publicly listed in London in 1986 and eventually acquired by the French group BDDP. Mr Preston has extensive experience as a financial and
strategic adviser to many growing companies in the UK and U.S. He is a Fellow of the Institute of Chartered Accountants in England and Wales
and shares his time between New York and London.

    As announced at the Annual General Meeting ("AGM") of shareholders in May 2008 Mr Preston, in view of the growing demands on his time
from his UK & U.S. business activities, did not seek re-election at the AGM held on 23 May 2008 and, as a consequence, automatically ceased
to be a director of the Company at the conclusion of that meeting.

    Principal Activities
    The principal activities of the Company are the production, sale and licensing of products for the nutraceutical and pharmaceutical
industries. 
    
Results
    For the 6 months ended 30 June 2008, the Company returned an after tax loss of $4.121 million (2007: $3.474 million). The principal
activity of Phosphagenics and its controlled entities for the half year period was the continued development of the Company's intellectual
property on which $3.705 million (2007: $2.817 million) was expended. 
    To ensure the Company has the ability to fund its research and development program, it raised equity capital of $8.773 million during
the period and as at 30 June 2008 funds in hand totalled $15.630 million (2007: $10.715 million); refer to the Cash Flow Statement. As at 30
June 2008 Shareholders Equity totalled $138.421 million (2007: $133.761 million); refer to the Statement of Changes in Equity. 
    Dividends
    The Directors have not recommended the payment of any dividends and no dividends were declared, paid or reinvested in the period to 30
June 2008.
    Review and results of operations
    During the period, the Company continued to advance its research and development program with the following important results:
 1.  A pre-clinical study combining the Companies APA-01 product candidate and
         statin atorvastatin (Lipitor*) demonstrated a statistical significant
           reduction in serum lipids and inflammatory proteins involved in the
                                             development of atherosclerosis.  

 2.    The joint phase 2 human clinical trial with NestlNutrition to establish
      the efficacy of Phosphagenics' Phospha E� in the management of metabolic
                            syndrome is advancing at five sites in Australia. 

 3.  The completion, with favourable results, of a safety and irritation human
               clinical trial in the U.S. for its lead dermatological product,
                     TPM/tretinoin (tretinoin is also known as retinoic acid).

 4.     An independent panel of food safety experts unanimously concluded that
            Phosphagenics' patented Phospha E� is Generally Recognised As Safe
                                                                      (GRAS). 

 5.         Received ethics approval to commence treating patients with Type 1
           diabetes in a phase 2 clinical trial using its patented transdermal
                                        insulin delivery system, TPM/insulin. 

 6.  Positive results of a pre-clinical study using TPM, the Company's
     patented drug delivery system, for the targeted delivery of lidocaine,
     demonstrating increased efficacy while restricting systemic exposure.  

    SIGNIFICANT CHANGES IN STATE OF AFFAIRS

    During the period to 30 June 2008 there was no significant change in the state of affairs of the consolidated entity other than that
referred to in the half-year report or notes thereto.
    SIGNIFICANT EVENTS AFTER BALANCE DATE
    There has not been any matter or circumstance, other than that referred to in the half-year report and notes thereto, that has arisen
since the end of the financial year, that has significantly affected, or may 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. 
    Likely Developments and Future Results
    Disclosure of information regarding likely developments in the operations of the consolidated entity in future financial years and the
expected results of those operations is likely to result in unreasonable prejudice to the consolidated entity. Accordingly this information
has not been disclosed in this report. 

    ROUNDING
    The amounts contained in this report and in the financial report have been rounded to the nearest $1,000 (unless stated otherwise) under
the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies.
    REGISTERED OFFICE
    Level 2, 90 William Street, Melbourne, Victoria 3000
    Signed in accordance with a resolution of the Board of Directors:
    Associate Professor Andrew Lancelot Vizard
    Chairman and Independent Director

    Dated this 28th day of August 2008

    Auditor's Independence Declaration

    Auditor's Independence Declaration to the Directors of Phosphagenics Limited

    In relation to our review of the financial report of Phosphagenics Limited for the half-year ended 30 June 2008, to the best of my
knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any
applicable code of professional conduct.


    Ernst & Young



    Don Brumley
    Partner
    28 August 2008

    Income Statement
    for the half-year ended 30 June 2008

                                                                  Consolidated

                                                    30 June 2008  30 June 2007
                                             Notes     $'000         $'000
 Revenue
 Sale of Goods                                3a             446            92
 Income from Government Grants                3a             457           335
 Royalties                                    3a             539           860
 Finance Revenue                              3a             406           550
 Total Revenue                                             1,848         1,837
 Cost of Sales                                             (160)           (3)
 Gross Profit                                              1,688         1,834

 Rental Revenue                               3a              49            43
 Other income                                 3a             323           120
 Employee and Directors benefits expenses     3b         (1,078)         (839)
 Occupancy and communications expenses                     (298)         (266)
 Consulting and professional expenses                      (470)         (734)
 Administration expenses                                   (223)         (264)
 Research expenses                                       (3,705)       (2,817)
 Other expenses                               3c           (407)         (551)
 Loss before income tax                                  (4,121)       (3,474)
 Income tax (expense)/credit                   4               -             -
 Loss attributable to members of the parent              (4,121)       (3,474)
 entity

 Earnings per share for profit from
 continuing operations attributable to the
 ordinary equity holders of the parent
   - basic earnings per share
                                                    (0.70 cents)  (0.58 cents)
   - diluted earnings per share
                                                    (0.70 cents)  (0.58 cents)


    Balance Sheet
    as at 30 June 2008

                                                Consolidated

                                        As at       As at
                                       30 June   31 December
                                         2008       2007
                                Notes   $'000       $'000
 ASSETS
 Current Assets
 Cash and cash equivalents        6      15,630       10,715
 Trade and other receivables              1,000        1,577
 Inventories                                  9           15
 Prepayments                                189           64
 Total Current Assets                    16,828       12,371
 Non-current Assets
 Intangible Assets                      123,251      122,987
 Goodwill                                34,261       34,261
 Property, plant and equipment            1,869        1,902
 Total Non-current Assets               159,381      159,150
 TOTAL ASSETS                           176,209      171,521

 LIABILITIES
 Current Liabilities
 Trade and other payables                   615          818
 Provisions                                 255           23
 Total Current Liabilities                  870          841
 Non-Current Liabilities
 Deferred tax liabilities                36,918       36,918
 Total Non-current Liabilities           36,918       36,918
 TOTAL LIABILITIES                       37,788       37,759
 NET ASSETS                             138,421      133,762

 EQUITY
 Contributed Equity              11     170,316      161,544
 Retained earnings                     (60,163)     (50,042)
 Reserves                                28,268       28,260
 Total Equity                           138,421      133,762

    Cash Flow Statement
    for the half-year ended 30 June 2008

                                                                  Consolidated

                                                    30 June 2008  30 June 2007
                                             Notes     $'000         $'000

 Cash flows from operating activities 
 Receipts from customers and related                       1,628           499
 parties
 Receipts of Government grants                               457            42
 Payments to suppliers and employees                     (6,099)       (6,058)
 Net cash flows from used in operating                   (4,014)       (5,517)
 activities

 Cash flows from investing activities
 Interest received                                           286           567
 Purchase of property, plant and equipment                 (130)         (108)
 Net cash flows from investing activities                    156           459

 Cash flows from financing activities
 Proceeds from share issues                                8,773         6,935
 Net cash flows from financing activities                  8,773         6,935


 Net increase in cash and cash equivalents                 4,915         1,877
 Cash and cash equivalents at beginning of                10,715        14,425
 the period
 Cash and cash equivalents at end of the       6          15,630        16,302
 period


    Statement of Changes in Equity
    for the half-year ended 30 June 2008

                                                                                                 Consolidated

                                 Ordinary Shares   Employee Benefits    Revaluation  Retained Losses   Total
                                                        Reserve           Reserve
                                                         $'000
                                      $'000                                               $'000
                                                                           $'000
                                                                                                       $'000
 Balance at
 1 January 2008                          161,543                   448       27,812         (56,042)  133,761
 Loss for the period *                         -                     -            -          (4,121)  (4,121)
 Employee equity settled                       -                     8            -                -        8
 benefits
 Issue of shares                           8,773                     -            -                -    8,773

 Balance at
 30 June 2008                            170,316                   456       27,812         (60,163)  138,421


 Balance at
 1 January 2007                          154,608                   208       27,812         (47,154)  135,474
 Loss for the period *                         -                     -            -          (3,474)  (3,474)
 Employee equity settled                       -                   156            -                -      156
 benefits
 Issue of shares                           6,935                     -            -                -    6,935

 Balance at
 30 June 2007                            161,543                   364       27,812         (50,628)  139,091

    * Balances represent the total recognised income and expense for the period
    Condensed Notes to the Financial Statements
    for the half-year ended 30 June 2008

 1.                               BASIS OF PREPARATION AND ACCOUNTING POLICIES

     Basis of preparation
       This general purpose condensed financial report for the half year ended
            30 June 2008 has been prepared in accordance with AASB 134 Interim
                          Financial Reporting and the Corporations Act, 2001. 
         The half-year financial report does not include all notes of the type
     normally included within the annual financial report and therefore cannot
              be expected to provide as full an understanding of the financial
     performance, financial position and financing and investing activities of
                                     the entity as the full financial report. 


              It is recommended that the half-year financial report be read in
        conjunction with the annual report for the year ended 31 December 2007
              and be considered together with any public announcements made by
              Phosphagenics Limited during the half-year ended 30 June 2008 in
      accordance with the continuous disclosure obligations of the ASX Listing
                                                                        rules.

     Changes in Accounting Policy
     Since 1 January 2008 The Group has adopted the following Standards and
     Interpretations mandatory for annual periods beginning on or after 1
     January 2008. Adoption of these Standards and Interpretations did not
     have any effect on the financial position or performance of the Group.

 -            AASB 2005-10 Amendments to Australian Accounting Standards (AASB
                                    132,101,114,117,133,139,1,4,1023 and 1038)


                         Interpretation 8 Scope of AASB 2 Share-based payments
 -

                         Interpretation 9 Reassessment of Embedded Derivatives
 -

                                 Interpretation 10 Interim Financial Reporting
 -
 2.                                                          SEGMENT REPORTING

                          The Group comprises the following business segments:

     Nutraceuticals - licensing of dietary supplements, production and sale of
                                      products for the personal care industry.


                Pharmaceuticals - licensing of pharmaceuticals and transdermal
                                                                technologies. 


    Business Segments

    The following table presents revenue and profit information regarding business segments for the half-year periods ended 30 June 2008 and
30 June 2007. 

                                         Continuing Operations               Total Operations

                               Nutraceuticals  Pharmaceuticals  Unallocated    Consolidated
                                   $'000            $'000          $'000          $'000
 Half-year ended 30 June 2008

 Segment revenue                        1,308              457          455             2,220
 Segment result                           553          (3,262)      (1,412)           (4,121)


 Half-year ended 30 June 2007

 Segment revenue                        1,069              335          596             2,000
 Segment result                           970          (2,682)      (1,762)           (3,474)

    3. REVENUES AND EXPENSES
                                                                                Consolidated

                                                          30 June 2008          30 June 2007
                                                             $'000                 $'000

 a)    Revenue & Income

 Sales revenue                                                             446            92
 Income from Commercial Ready grant                                        457           335
 Royalties                                                                 539           860
                                                                         1,442         1,287

 Interest revenue                                                          406           550
 Total finance revenue                                                     406           550

 Rental Revenue                                                             49            43

 Other income                                                              323           120

 Total revenue and income                                                2,220         2,000

 b)    Salaries and employee benefits expense

 Salaries and wages                                                      (966)         (589)
 Superannuation                                                          (104)          (94)
 Employee equity settled benefits                                          (8)         (156)

 Total salaries and employee benefits expense                          (1,078)         (839)

 c)    Other expenses
 Other operating expenses                                                (407)         (551)

 Total other expenses                                                    (407)         (551)

 d)    Seasonality of Operations
 Phosphagenics Limited operations are not affected by seasonality

    *       INCOME TAX
    The major components of income tax expense for the half-year ended 30 June 2008 and 30 June 2007 are:
                                                                  Consolidated

                                                    30 June 2008  30 June 2007
                                                       $'000         $'000

 Consolidated Income Statement
 Current income tax
 Current income tax credit/(expense)                           -             -
 Adjustments in respect of current income tax of               -             -
 previous years
 Deferred income tax
 Relating to origination and reversal of temporary             -             -
 differences

 Income tax reported in the consolidated income                -             -
 statement


    5. DIVIDENDS PAID AND PROPOSED
    There were no dividends declared or paid during the half year ended 30 June 2008. (2007: NIL)

    6.  CASH AND CASH EQUIVALENTS
                                                                  Consolidated
                                              
                                                30 June 2008  31 December 2007
                                                   $'000           $'000
                                              
 For the purposes of the half-year condensed  
 cash flow statement, cash and cash           
 equivalents are comprised of the following:  
                                              
 Cash at bank and in hand                                582             1,715
 Short-term deposits                                  15,048             9,000
                                                      15,630            10,715
                                              
 Total Cash and Cash Equivalents                      15,630            10,715
                                              

    7. SHARE BASED PAYMENTS
    During the six months ended 30 June 2008, no share options were granted under the Employee Share Option Plan (2007: 900,000). The
following table lists the inputs to the model used for the half-year ended 30 June 2008.

                                                    Consolidated
                                          
                                            30 June 2008    30 June 2007
                                          
 Dividend yield (%)                                    -               -
 Expected volatility (%)                               -           43.00
 Risk-free interest rate (%)                           -            6.08
 Early exercise multiple / expected life               -            5.00
 Contractual life (years)                              -            5.00


    8. INVENTORIES
    There were no inventory write-downs recognised as an expense during the half-year ended 30 June 2008 (2007: NIL). 

    9. PROPERTY, PLANT & EQUIPMENT

    Acquisitions and disposals

    During the half-year ended 30 June 2008, the Group acquired assets with a cost of $142,625 (2007: $568,063).  


    10. COMMITMENTS AND CONTINGENCIES

    Lease Commitments

    At 30 June 2008 the Group has commitments of $154,920 (2007: $221,539) relating to non-cancellable operating leases over the office and
production facilities, which expire in 2008 and 2009.

    11. CONTRIBUTED EQUITY
                                                                               Consolidated

                                                         30 June 2008      31 December 2007
                                                            $'000               $'000

 Issued and paid up capital

 Ordinary shares fully paid (i)                                   170,316           161,544


 (i) Ordinary shares
         Fully paid ordinary shares carry one vote per share and carry the right to receive
                                                                                  dividends

 Movement in ordinary shares on                           (No. '000's)         ($'000's)
 issue
 At 1 January 2008                                                603,440           161,544
 Issue of shares                                                   60,102             9,015
 Transaction costs on share                                             -             (243)
 issue
 At 30 June 2008                                                  663,542           170,316

 At 1 January 2007                                                580,105           154,608
 Issue of shares                                                   23,333             7,001
 Exercise of options                                                    2                 -
 Transaction costs on share                                             -              (65)
 issue
 At 31 December 2007                                              603,440           161,544

 (ii) Share options
 There were no options                                                  -                 -
 exercised during the period.


    12. EVENTS AFTER THE BALANCE SHEET DATE

    No events occurred between the balance sheet date and the date when these financial statements were authorised for issue. 

    Directors' Declaration

    In accordance with a resolution of the directors of Phosphagenics Limited, we state that:

    In the opinion of the directors:

 (a)   the financial statements and notes of the consolidated entity are in accordance
       with the Corporations Act 2001, including:
 (i)       giving a true and fair view of the consolidated entity's
       financial position as at 30 June 2008 and of its performance
                               for the year ended on that date; and

 (ii)  complying with Accounting Standards AASB 134: Interim
       Financial Reporting and Corporations Regulations 2001.
 (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.

    On behalf of the Board


    Melbourne, 28th August 2008


    Audit Review 
    To the members of Phosphagenics Limited

    Report on the Half-Year Financial Report

    We have reviewed the accompanying half year financial report of Phosphagenics Limited, which comprises the balance sheet as at 30 June
2008, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, other selected
explanatory notes and the directors' declaration of the consolidated entity comprising the company and the entities it controlled at the
half-year end.

    Directors' Responsibility for the Half-Year Financial Report

    The directors of the Company are responsible for the preparation and fair presentation of the half-year financial report in accordance
with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This
responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the half-year
financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances.

    Auditor's Responsibility

    Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in
accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor
of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe
that the financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the consolidated
entity's financial position as at 30 June 2008 and its performance for the half year ended on that date; and complying with Accounting
Standards AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Phosphagenics Limited and the
entities it controlled during the half-year, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the
annual financial report.

    A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance
with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

    Independence

    In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We have given to the
directors of the company a written Auditor's Independence Declaration, a copy of which is included in the Directors' Report.

    Conclusion

    Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial
report of Phosphagenics Limited is not in accordance with the Corporation Act 2001, including:

 (i)        giving a true and fair view of the consolidated entity's financial
          position as at 30 June 2008 and of its performance for the half-year
                                                       ended on that date; and

 (ii)  complying with Accounting Standard AASB 134 Interim Financial Reporting
       and the Corporations Regulations 2001.


    Ernst & Young



    Don Brumley 
    Partner
    Melbourne
    28 August 2008


    Section 4: Audit Alert

    As at 30 June 2008 and as the date of this Report there are no matters of dispute or qualification or likely dispute or qualification.


    - Ends -


 Collins Stewart Europe Limited (Nomad)  Hugh Field  Tel: +44 (0)20 7523 8325




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