TZ LIMITED — Interim / Quarterly Report 2010

Jan 30, 2011

TZ Limited ABN 26 073 979 272

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• 31 January 2011

Lodged by ASX Online

The Manager Company Announcement Office ASX Ltd Level 4, 20 Bridge Street Sydney, NSW 2000

Dear Sir/Madam

APPENDIX 4C – DECEMBER QUARTER 2010

Please find attached the unaudited ASX Appendix 4C – Quarterly Report for entities admitted on the basis of commitments for TZ Limited for the quarter ended 31 December 2010.

Yours faithfully, TZ LIMITED

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Kenneth Ting Director

TZ Limited Level 11, 1 Chifley Square, Sydney, NSW 2000 Australia Phone: +612 9222 8890 Fax: +612 8208 9937

Appendix 4C Quarterly report for entities admitted on the basis of commitments

Appendix 4C

Quarterly report for entities admitted on the basis of commitments

Introduced 31/3/2000. Amended 30/9/2001, 24/10/2005

Name of entity
TZ Limited
ABN 26 073 979 272	Quarter ended(“currentquarter”)
26 073 979 272	31 December 2010

Consolidated statement of cash flows

Receipts from customers Payments for (a) staff costs (b) advertising and marketing (c) research and development (d) leased assets (e) other working capital 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes refund/(paid) 1.7 Other (provide details if material) Net operating cash flows Cash flows related to operating activities 1.2 1.1	Current quarter $A’000	Year to date (6 months) $A’000
	4,644 (2,409) (113) (58) (202) (3,460) - 18 (40) (4) -	9,661 (5,140) (173) (362) (424) (7,243) - 18 (47) (7) -
	(1,624)	(3,717)

• See chapter 19 for defined terms.

Appendix 4C Page 1

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

	Current quarter $A’000	Year to date (6 months) $A’000
1.8 Net operating cash flows (carried forward)	(1,624)	(3,717)
Payment for acquisition of: (a) businesses (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets 1.10 Proceeds from disposal of: (a) businesses (item 5) (b) equity investments (c) intellectual property (d) physical non-current assets (e) other non-current assets 1.11 Loans to other entities 1.12 Loans repaid by other entities 1.13 Other (provide details if material) Net investing cash flows 1.14 1.9 Cash flows related to investing activities Total operating and investing cash flows	- - (101) (137) (376) - - - - - - - -	- (200) (141) (258) (393) - - - 1 - - - -
	(614)	(991)
	(2,238)	(4,708)
1.15 1.16 1.17 Proceeds from borrowings 1.18 Repayment of borrowings 1.19 Dividends paid 1.20 Other - Share issue Cost Net financing cash flows Cash flows related to financing activities Proceeds from issues of shares, notes, etc. Proceeds from sale of forfeited shares	11,722 - 365 (697) - -	11,872 - 4,802 (705) - -
	11,390	15,969
1.21 Cash at beginning of quarter/year to date 1.22 Exchange rate adjustments to item 1.21 1.23 Cash at end of quarter/year to date Net increase (decrease) in cash held	9,152 2,155 122	11,261 232 (64)
	11,429	11,429

• See chapter 19 for defined terms.

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Payments to directors of the entity and associates of the directors

Payments to related entities and associates of the related entities

1.24 1.25 Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to theparties included in item 1.11	Current quarter $A'000
	(423) -

• 1.26 Explanation necessary for an understanding of the transactions

Being directors' fees & allowances, expense reimbursments, accounting fees, marketing, insurance and rent paid to the directors and their related entities during the period.

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

The Company issued 1,198,196 fully paid ordinary shares to QVT Fund LP and Quintessence Fund LP (together, the "QVT Funds") at $1 per share on 11 October 2010 to satisfy the Company’s liability to the QVT Funds in respect of moneys paid by the QVT Funds on behalf of the Company since July 2009.

The Company issued 2,048,431 fully paid ordinary shares at $0.3913 per share on 25 November 2010 to Sydcomp Pty Limited for the conversion of 732,500 Convertible Notes (Series II) with a total face value of $732,500 plus accrued interest.

• 2.2 Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest

N/A

Financing facilities available

Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).

3.1 Loan facilities 3.2 Credit standbyarrangements	Amount available $A’000	Amount used $A’000
	1,150	783
	-	-

• See chapter 19 for defined terms.

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
4.1 Cash on hand and at bank 4.2 Deposits at call 4.3 Bank overdraft 4.4 Other – Foregin currencies held overseas	5,831 5,500 - 98	2,039 - - 116
Total: cash at end of quarter(item 1.23)	11,429	2,155

Acquisitions and disposals of business entities

5.1 Name of entity/business 5.2 Place of incorporation or registration 5.3 Consideration for acquisition or disposal 5.4 Total net assets 5.5 Nature of business	Acquisitions	Disposals
	(Item 1.9(a))	(Item 1.10(a))
	N/A	N/A
	N/A	N/A
	N/A	N/A
	N/A	N/A
	N/A	N/A

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.

• 2 This statement does / ~~does not*~~ (delete one) give a true and fair view of the matters disclosed.

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Sign here: ................................................................ (Director/Company secretary)

Date: 31 January 2011

Print name: Kenneth Ting

• See chapter 19 for defined terms.

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Appendix 4C Quarterly report for entities admitted on the basis of commitments

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this report except for the paragraphs of the Standard set out below.

• 6.2 - reconciliation of cash flows arising from operating activities to operating profit or loss

• 9.2 - itemised disclosure relating to acquisitions

• 9.4 - itemised disclosure relating to disposals

• 12.1(a) - policy for classification of cash items 12.3 - disclosure of restrictions on use of cash 13.1 - comparative information

• 3 Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

• See chapter 19 for defined terms.

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