Joined VFA: 1884

VFA Premiers: 1895

Founding Member VFL: 1897

VFL Premiers: 1898, 1899, 1904, 1905, 1913, 1916, 1922, 1944.

Brownlow Medallists:

Bunton, Haydn 1931
Ryan, Denis 1936
Bunton, Haydn 1932
Ruthven, Alan 1950
Smallhorn, Wilfred 1933
Murray, Kevin 1969
Bunton, Haydn 1935
Quinlan, Bernie 1981

Board of Directors:

Chairman: Mr. Dyson F. Hore-Lacy QC
Vice Chairperson: Mrs. Elaine P. Findlay
Directors: Mr. David A. McMahon Mr. Kevin J. Ryan Mr. John Pettinella Mr. John C. Stewart Mr. Colin R. Hobbs Mr. Robert A. Eales Mr. William L. Atherton
Secretary: Mr. William L. Atherton

FITZROY FOOTBALL CLUB LTD

ACN 005 881 201

DIRECTORS' REPORT

The Directors present their report together with the Financial Report for the 116th financial year ended 31st October, 2000.

Directors in office during the year and at the date of this report are:

Mr. Dyson Hore-Lacy, Chairman. Director since 22nd January 1991.
Mrs. Elaine Patricia Findlay, Vice Chairperson. Director since 5th November 1985.
Mr. David Anthony McMahon Director since 25th May 1988.
Mr. Kevin John Ryan Director since 18th December 1991
Mr. John Pettinella Director since 26th January 1993
Mr. John Charles Stewart Director since 28th April 1993
Mr. Robert Albert Eales Director since 17th March 1994
Mr. Colin Ralph Hobbs Director since 29th March 1994
Mr. William Lawrence Atherton Director since 11th June 1998

Principal Activities

The Club continues to operate as a member based football club. The Club secured a joint-venture arrangement with the Coburg Football Club Ltd. in the Victorian Football League, known as the Coburg-Fitzroy Lions, for the 2000 football season. The Club is also active in the promotion of Australian Rules Football in the northern suburbs of Melbourne.

Operating Result

The Net Profit for the year was $142. No income tax is payable.

Dividends Paid or Recommended

No dividends were paid, declared or recommended during the year. The Club's Constitution prohibits the payment of dividends.

Review of Operations

As at the end of the financial year, the Club had 1,034 members. As stated in the "Principal Activities" Statement, the Club entered into a joint-venture relationship with the Coburg Football Club Ltd. in 1999 so as to give our members an active interest in VFL football. This joint-venture has now come to an end due to the financial problems encountered by the Coburg Football Club Ltd and its appointment of an Administrator last July. Please refer to a more detailed review of the year in the Secretary's Report.

State of Affairs

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

After Balance Date Events

No matter or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Company, or the results of those operations or the state of affairs of the Company in future financial years.

Likely Developments

The Company will continue to support Australian Rules football in Victoria as outlined in this Report. The joint venture with the Coburg Football Club has now come to an end, and the Board has decided to support the Fitzroy Juniors and the Fitzroy Reds. Both football Clubs are based at our Club's traditional home ground at Brunswick Street North Fitzroy. The Fitzroy Reds play in the VAFA competition and the Club has secured a major sponsorship with the Reds.

Directors' Meetings

The number of Directors Meetings and the number of meetings attended by each of the directors of the Company during the financial year are as follows: -

Director

Mr. Dyson Hore-Lacy
Mrs. Elaine P. Findlay
Mr. David A. McMahon
Mr. Kevin J. Ryan
Mr. John Pettinella
Mr. John Stewart
Mr. Colin R. Hobbs
Mr. Robert A. Eales
Mr. William L. Atherton

Meetings Attended

2
2
-
1
1
-
2
-
2

Meetings Held

2
2
2
2
2
2
2
2
2

Qualifications:

Law Degree.(LLB) Barrister at Law. Queens Counsel

Signed at Melbourne this 26th day of February, 2001 in accordance with a Resolution of the Directors.

..............................…………………... William Lawrence Atherton Director

FITZROY FOOTBALL CLUB LTD
ACN 005 881 201

DIRECTORS' DECLARATION

In the opinion the directors of the Company,

a) The financial statements and accompanying notes for the financial period ending on the 31st October 2000, have been prepared in accordance with accounting standards applicable under the Corporations Law.

b) The financial statements and accompanying notes, give a true and fair view of the financial position as at 31st October 2000 and the performance of the Company for the financial period ending on that date.

c) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. This declaration is made on the basis that the holder of the Registered Charge, Brisbane Bears - Fitzroy Football Club Ltd does not enforce the Charge, as the Company would not then be able to pay its debts as and when they fall due and payable.

This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by William Lawrence Atherton, Director.

Dated 26th February 2000

……………………………. William L.Atherton

Fitzroy Members,

As we look back on the past season, it is with much regret that after the excitement of finally getting the COBURG -FITZROY LIONS approved by the VFL, we had to witness the tragic fight for survival by our friends at Coburg, which ultimately led to their new alliance with Richmond for the 2001 season.

The season started off magnificently with Channel 7 covering the reappearance of our Club in VFL football and Anthony Alessio appearing on the front cover of the VFL Record in the Fitzroy jumper. The team finished the season off in fifteenth place with four wins and fifteen losses. There were many close finishes and with a little bit of luck there should have been two or three more wins.

I would like to thank my fellow directors for their support in getting this venture off the ground, particularly Kevin Ryan who served with me on the Coburg-Fitzroy committee. I would also like to acknowledge the support given by Sharon Torney and the Vic.Lions Supporter Group, John Kotsopoulos and the Fitzroy Supporters Group and to Kathy Doyle for her help in producing the newsletter. A special thanks to Shane Doran of Doran Printing for their wonderful help in producing the membership package, the Roy Boy and general printing needs over the year. The Club also wishes to acknowledge the professional services provided by Dean McVeigh and Vince Savage of McVeigh Corporate Advisory for their magnificent efforts in saving the Coburg Football Club last year. And lastly a special thanks to all the Club members who supported the Club and our efforts last year.

While the Coburg-Fitzroy Lions will no longer be a part of VFL football, this in no way affects the continuation of our Club in football. For season 2001 it's back to Brunswick Street where we will be a major sponsor of the VAFA club FITZROY REDS.

Bill Atherton
Hon.Secretary

Frank Nolan RCA

6 The Corso
Parkdale VIC 3194
Telephone: (03) 9580-3487

Scope

I have audited the financial reports of the Fitzroy Football Club Ltd for the year ended 31st October 2000, comprising the "Directors Declaration", "Profit and Loss Statement", "Balance Sheet", "Statement of Cash Flows" and notes to and forming part of the financial statements for the year ended 31st October 2000. The company's directors are responsible for the financial report. I have conducted an independent audit of this financial report in order to express an opinion on it to the members of the company.

This audit has been conducted in accordance with Australian Auditing Standards to provide reasonable assurance whether the financial report is free of any material misstatement. The procedures undertaken included examination, on a test basis of evidence supporting the amounts and other disclosures in the financial report, and the evaluation of accounting policies and significant accounting estimates. These procedures have been undertaken to form an opinion whether, in all material respects, the financial report is presented fairly in accordance with Accounting Standards and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with my understanding of the company's financial position, and performance as represented by the results of its operations and its cash flows.

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

Audit Opinion

In my opinion, the financial report of the Fitzroy Football Club Ltd is in accordance with:

(a) The Corporations Law, including:
(i) giving a true and fair view of the company's financial position as at the 31st October, 2000 and of its performance for the year ended on that date; and
(ii) complying with Accounting Standards and the Corporations Regulations; and

(b) other mandatory professional reporting requirements.

Inherent Uncertainty Regarding Registered Charge and Going Concern.

Without qualification to the opinion expressed above, attention is drawn to the following matter. As stated in the Directors' Declaration and further described at Note 7, should the registered charge of $1,250,000 be enforced, the company would be unable to continue as a going concern, realise its assets and extinguish its liabilities in the normal course of business, at the amounts stated in the financial report.

Frank Nolan
Registered Company Auditor
Date: 28th February, 2001.

FITZROY FOOTBALL CLUB LTD

PROFIT AND LOSS STATEMENT

FOR THE YEAR ENDED 31ST OCTOBER, 2000

FITZROY FOOTBALL CLUB LTD

BALANCE SHEET

AS AT 31ST OCTOBER, 2000

FITZROY FOOTBALL CLUB LTD

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED 31ST OCTOBER, 2000

FITZROY FOOTBALL CLUB LTD

NOTES TO AND FORMING PART OF THE ACCOUNTS

FOR THE YEAR ENDED 31ST OCTOBER 2000

1. Fitzroy Football Club Ltd

The Fitzroy Football Club Ltd is a Company limited by shares and guarantee, incorporated under the Victorian Companies Act, 1961. The Company was under Administration and subject to a Deed of Company Arrangement for the period 4th August 1996 to the 19th December 1997.

2. Significant Accounting Policies

Underlying Principles

The financial statements of the Company are a general purpose financial report, which have been drawn up in accordance with applicable Accounting Standards, Urgent Issues Group Consensus Views, and the Corporations Law. The financial statements have been prepared on the basis of historical costs and do not take into account changing money values or, except where stated current valuations of non-current assets. The accounting policies have been consistently applied, unless otherwise stated.

5. Income Tax

The Company is exempt from Income Tax under the provisions of the Income Tax Assessment Act.

6. Membership

The membership of the Club for the year ending the 31st October 2000 were as follows:

7. Contingent Liabilities

Registered Charge

On the 25th October, 1994, a registered charge in favour of the Nauru Insurance Corporation (Vic) Pty. Ltd. for $1,250,000 was taken out against the Company to secure a loan from that Corporation. On the 25th July, 1996, an assignment of that charge was notified to the Australian Securities Commission by the Brisbane Bears Football Club Ltd. The debt to the Nauru Insurance Corporation (Vic) Pty. Ltd. had been discharged and the assignment in favour of the Brisbane Bears Football Club Ltd. had been made pursuant to clause 4.7 of the Deed of Company Arrangement, dated 4th August, 1996. No demand for payment has been received from the holder of the charge, now known as the Brisbane Bears-Fitzroy Football Club Ltd. (ACN 054 263 473).

8. Related Parties

Directors

The names of each person holding the position of Director of Fitzroy Football Club Ltd during the financial year were Mr.D. Hore-Lacy, Mrs. E. Findlay, R. Eales, C. Hobbs, D. McMahon, J. Pettinella, K. Ryan, J. Stewart, and W. L. Atherton. Directors' Shareholdings The following directors or their director related entities hold shares in the Company:

Since the end of the previous financial year, no Director of the Company has been entitled to receive any benefit and no income or fees have been paid to any director.

Director Related Entities

Mrs Elaine Findlay is a director of Ironcore Transformers Pty.Ltd. who process credit card payments to the Club. Merchant fees paid to that Company in the normal course of business were $194.40. (At cost)

Mr.Colin Hobbs is a director of Pack & Deliver who did some of the Club's mail outs over the year. Payments made for these services were at cost and amounted to $203.40.

9. Financing Arrangements

The Club secured a temporary overdraft with the National Australia Bank in December 1999 to enable it to make an urgently needed sponsorship advance to the Coburg Football Club. The overdraft was discharged by an interest free unsecured loan from W.L.Atherton & Co. on the 24th January 2000. This loan was in turn fully repaid on the 20th October 2000. A further interest free bridging loan was secured from W.L.Atherton & Co. on the 22nd Feb.2000 and fully repaid on the 9th March 2000. This was to assist the Coburg Football Club purchase of the Fitzroy jumpers for use in the 2000 VFL football season.

10. Controlled Entities

The Company has no controlled entities. In the decision by the Supreme Court of Victoria in Fitzroy Football Club Ltd. vs. Bondborough P/L, Bondborough Pty. Ltd., which acts as Trustee of the Fitzroy Club Hotel Trust, was held to be a separate entity from the Fitzroy Football Club Ltd. and not under its control. The directors of the Club have established the Fitzroy Football Club Social Club Ltd. The new Company was incorporated on the 11th November 1998 as a company limited by guarantee. Mr. Dyson Hore-Lacy, Mrs. Elaine Findlay, Mr. Colin Hobbs, Mr. David McMahon and Mr. William Atherton are directors of the Social Club.

Operating Profit (Loss)
Add back Financing Activity: Interest paid

Net Cash Provided (Used) by Operating Activities

$ 142
132

$ 274

( 972)
-

( 972)

12. Share Capital

The issued Capital is 583,000 ordinary one dollar shares, each fully paid. No shares were issued during the financial year.

13. Members Liability

The Memorandum of Association of the Company provides that the liability of members is limited, but in the event of the Company being wound up, every member is liable to contribute to the payment of debts up to an amount of fifty dollars.

14. Events Subsequent to Balance Date.

Nil.