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:

Mr. Dyson F. Hore-Lacy QC

Mrs. Elaine P. Findlay

FITZROY FOOTBALL CLUB LTD

ACN 005 881 201

DIRECTORS' REPORT

The Directors present their report together with the Financial Report for the 117th financial year ended 31st October, 2001

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 sponsors the Fitzroy Reds Amateur Football Club and the Fitzroy Junior Football Club, both of whom are based at our original home ground at Brunswick Street Nth.Fitzroy. The Club also endeavours to represent the interests of Fitzroy members and supporters who support the Brisbane Lions in the AFL. 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 $8,012. No income tax is payable because the Club is exempt from paying income tax pursuant to the provisions of the Income Tax Assessment Act. (1997.)

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

Please refer to a detailed review of the Club's operations during 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 and endeavour to provide various social activities for its members.

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
Mr. Dean McVeigh

Meetings Attended

2
3
1
3
1
-
2
-
3
1

Meetings Held

3
3
3
3
3
1
3
3
3
2

Qualifications:

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

Signed at Melbourne this 26th day of February, 2002 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 of the directors of the Fitzroy Football Club Limited,

1. The financial statements and accompanying notes for the financial period ending on the 31st October 2001,
a) comply with the Accounting Standards and the Corporations Act and,
b) give a true and fair view of the Company's financial position as at 31st October 2001 and it's performance for the year ending on that date.

2. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

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

Dated 25th February 2002
……………………………. William L.Atherton
Director

Fitzroy Members,

The 2001 football season was a very successful one for the Club as it develops its new role in its post AFL state.

Our members and supporters responded very positively to the new sponsorship arrangement with the Fitzroy Reds Amateur Football Club, who are based at our original home ground at Brunswick Street North Fitzroy. It was very pleasing to see that our $5,000 sponsorship was raised entirely from the sale of our traditional season tickets. The Reds rewarded us with a magnificent season, going through to be undefeated Champions and Premiers of Section D3 in the VAFA. For season 2002 they are promoted to Section D2. Training started last October and we have received numerous calls from Fitzroy members and supporters who want to play for them. The Reds received untold publicity for an amateur team culminating in them being presented by the Brisbane Lions to the crowd at the premiership celebrations at the Brunswick Street ground on the Sunday morning after the AFL Grand Final. Congratulations to Mark Frisby, the 2001 President of the Fitzroy Reds and to all his committee, coaching staff and players on a magnificent effort. The Fitzroy Reds provide our members and supporters with a local football following throughout the season and it provides us with a wonderful opportunity to support grass roots football in our own backyard from which so many Fitzroy champions rose. The challenge is before us to support the Fitzroy Reds as they rise to the higher grades of amateur football.

The Club also sponsored the Fitzroy Junior Football Club over the year. They also had a successful and hectic season, fielding twelve teams in the Yarra Junior Football League. Unfortunately luck did not go their way at the end of the season, as although three teams got through to preliminary finals, no team made it to a grand final. The teams to just miss out were the U.12s, the U.13s, and the U.17 Colts team. The Colts are starting to provide the Reds with players, as a nucleus of players helped start a combined U.19 team with Ivanhoe this year. That team was ably managed by Richard Grummet and Tom Healy from Ivanhoe.

In May the Fitzroy-Brisbane Lions Past Players & Officials Association together with the Lions Historical committee organised the Fitzroy Team of the Century dinner at the Grand Hyatt which was a highly successful event and gave a great deal of publicity to all things Fitzroy. Following the success of this event, a meeting was held between representatives of the Brisbane Lions Board and our Board. The outcome of these talks was an agreement to wear the initials BBFFC on the back of the Brisbane Lions jumper, for the scoreboard to show the team as LIONS for their Melbourne games and the lifting of the debenture. As we enter the 2002 football season, all of these arrangements have been completed, which is in the interests of all Fitzroy people who support the Brisbane Lions in the AFL. Congratulations to Graeme Downie, Chairman of the Brisbane Lions on winning the 2001 AFL Premiership.

One of the major innovations for the Club this year was the establishment of our website, www.fitzroyfc.com.au . Whilst the site was quickly developed in late August to get some publicity up for the Fitzroy Reds finals campaign, it is now starting to take shape to cover our history, merchandise and a site for the Reds and the Juniors. Further enhancements will be added this season. Our thanks go to Raelene Margetts and James Sagert of Elekcom for their work in setting the site up for us. Another important publicity milestone was the establishment of our telephone listing in the white pages with Telstra. This has proved a real boon to people wanting to contact the Club whether it is for memberships, merchandise, the Reds and Juniors or to contact the Brisbane Lions.

As a new season dawns, we have much to look forward to. One of our major projects is to have a statue erected at the Brunswick Street ground to the games greatest player, HAYDN BUNTON.

Bill Atherton
Hon.Secretary

Frank Nolan RCA

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

Scope

I have audited the financial report of the Fitzroy Football Club Ltd for the year ended 31st October 2001, consisting of the Statement of Financial Performance, Statement of Financial Position, Statement of Cash Flows, accompanying notes one to fourteen and the Directors Declaration set out on page four. 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 Act 2001, including:
(i) giving a true and fair view of the company's financial position as at the 31st October, 2001 and of its performance for the year ended on that date; and
(ii) complying with Accounting Standards and the Corporations Regulations 2001; and

(b) other mandatory professional reporting requirements.

Frank Nolan
Registered Company Auditor
Date: 28th February, 2002.

FITZROY FOOTBALL CLUB LTD

STATEMENT OF FINANCIAL PERFORMANCE

FOR THE YEAR ENDED 31ST OCTOBER, 2001

Other Revenue from Ordinary Activites

Less: Football Club Sponsorship Payments

Less: Administration Expenses

4

4

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 2001

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 pursuant to the provisions of Section 50 - 45 of the Income Tax Assessment Act.(1997)

6. Membership

The membership of the Club for the year ending the 31st October 2001 were as follows:

8. Related Parties

Directors

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, D.McVeigh 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 $121.00. (At cost)

9. Financing Arrangements

An interest free unsecured loan from W.L.Atherton & Co was received on the 27th April 2001. This loan was fully repaid on the 30th April 2001.

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 established the Fitzroy Football Club Social Club Ltd. 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. That company did not trade during the year.

a) Reconciliation of Cash.

For the purpose of the Statement of Cash Flows, Cash includes cash on hand and at bank. Cash at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Balance Sheet as follows: -

Net Cash Provided by(Used in) Operating Activities

$274.00

$5,387.00

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. Accumulated Losses

14. 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.