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USCOM LIMITED Annual Report 2011

Aug 30, 2011

65979_rns_2011-08-30_866523a2-b279-4611-b5ae-090bbb8c42d6.pdf

Annual Report

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Uscom Limited ABN 35 091 028 090

Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

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Uscom Limited and its controlled entity ABN 35 091 028 090

ASX Preliminary final report – 30 June 2011

Contents

Results for announcement to the market 2
Dividends per share 2
Net Tangible Assets per ordinary share 2
Status of audit 2
Commentary 2
Financial highlights 2
Annual Report Attached

The measure of life .

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Uscom Limited ABN 35 091 028 090 Level 7, 10 Loftus Street Sydney NSW 2000 Australia T +612 9247 4144 F +612 9247 8157 www.uscom.com.au

Reporting period: Previous corresponding reporting period:

Financial year ended 30 June 2011 Financial year ended 30 June 2010

Results for announcement to the market

Revenues from ordinary activities down 13.56% to $880,873
Lossfrom ordinary activities after tax
attributable to members
up 52.81% to $2,685,913
Net Lossfor the period attributable to
members
up 52.81% to $2,685,913

Dividends per Share

It is not proposed to pay a dividend.

Net Tangible Asset per Ordinary Share

30 June 2011 30 June 2010
NTA backing c0.06 c0.05

Status of audit

The accounts have been audited. The annual report, including the unqualified audit report modified for an emphasis of matter on going concern is attached.

Commentary

Refer to review of operations in 2011 Annual Report.

Financial highlights

Revenues from ordinary activities $880,873
Loss from ordinary activities $2,685,913
Sales Revenue $834,813
Net operating cash consumption $2,194,324
Net increase in cash held $749,112
Cash held at end of the year $2,125,156

2

The measure of life .

ANNUAL REPORT / 2011

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Chairmans Letter 2 Review of Operations 3 Corporate Governance 4

Directors’ Report and Financial Statements

8

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CHAIRMANS LETTER
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To fellow shareholders

In an environment of volatile market conditions, healthcare reforms and significant challenges which the company faced with the termination of its major distributor during fiscal 2011, Uscom has emerged a stronger and more focused organisation. We are now executing a totally revamped business model to build on our underwhelming sales results to date. 2011 has been a year of regrouping after the collapse of our relationship with Spacelabs, the exclusive distributor for all markets except Asia Pacific. Our poor financial results can largely be explained by this factor.

2012 is therefore the year of generating sound sales results after regrouping from this significant impact to the business. The board has been reconfigured & reinvigorated with my appointment in January 2011 and the addition of a new independent director, Jochen Bonitz. Our appointments are designed to lead the way for the development of a new global distribution focus which mitigates the risk of a single distributor and turns around the company’s performance by a more professional and commercial focus to achieve growth and sustainability. The primary goal is to achieve a surge in sales activity which will produce a corresponding improvement in shareholder value. These things do not happen overnight as multiple new distributors need to be appointed and trained, and Uscom needs to improve its sales support and develop marketing programs to adequately assist them in the rollout of a new business model. The 3rd and 4th quarters of 2011 have been a time when most of these activities have been undertaken.

Importantly, the Company has spearheaded this new distribution approach with the appointment already of 6 new distributors in the North American market, 4 in Europe, 1 in South Africa, 1 in the Middle East and 2 in Latin America as well as enhancing its Asia Pacific distribution strategy with the appointment of a business development executive to drive sales results across this important high growth market.

In addition to laying these important distribution foundations we continue to leverage important technical, regulatory, reimbursement and related medical & scientific foundations which are being aligned to the implementation of the commercial distribution strategy. This scientific work is the main focus of the founder of the company and Chief Scientist, Mr Rob Phillips.

The Company is introducing what many in the medical profession would regard as a new concept in haemodynamics in the monitoring and management of the cardiac physiology of critical care patients. The Key Opinion Leaders (KOLs) who have supported us to date and new recruits we are adding to this esteemed group are located in many important geographies and their publications in world renowned medical journals continue to be seen as critical to securing broad acceptance by practitioners and end users.

A more commercially focused strategy in distribution must also take into account the environment in which the health care sector is operating and the austerity budgets that often compliment health care reform. It is therefore important to herald the significant cost advantages of what Uscom offers in helping hospital administrators and practitioners improve patient care at a lower cost to alternative procedures. We are therefore developing a sound medical economics analysis backed up by case studies to demonstrate the economic value that Uscom brings to the healthcare sector.

We continue to actively engage the market at tradeshows and symposiums and we are working up strategic relationships with buyer groups and hospital networks, leveraging our outstanding reference sites around the world. At the annual Med Assets Innovation & Technology Awards held in November 2010, a prestigious international event in the medical world, our USCOM 1A monitor was singled out as one of the top three devices “most likely to improve patient care and add efficiency to the recognised healthcare delivery process.”

In revamping the overall direction of the company to achieve sales results we undertook a private placement in December along with an SPP and raised over $3 million. This will provide us with runway to execute these strategies described above over the course of the coming fiscal year to begin to generate sales revenue that will move us closer to break even position.

I’d like to take this opportunity to thank all our shareholders for the belief you have had in the company to date and the board and management of Uscom look forward to communicating to you the fruits of our labour over the year ahead as we turn this business into a world leader in the medical devices industry.

Thank you. Phil Kiely Executive Chairman Uscom Ltd

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Uscom Limited / Annual Report 2011 / 2
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REVIEW OF OPERATIONS
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  • Capital: The Company completed a successful capital raise in January 2011 with $3.096m raised through a private placement and SPP. The funds will contribute to working capital and be used primarily to execute the global distribution plans to improve unit sales. Share trading was extremely thin with 1,099,690 shares transacted for $331,257 at an average price of 31 cents and a range of 20 to 42 cents.

  • Global distribution model: The exclusive distribution agreement with Spacelabs terminated in December 2010. Pacific Medical Systems (PMS) continued to operate as a master distributor in Asia (excluding Japan and India). The US market continues to be targeted as the most important and dominant market and we have completely revamped the manner in which we are proposing to go to market. Predominantly it will be distributor led who have exclusive territories in defined regions. As well we are embarking on a tandem strategy to work with the Independent Integrated Networks (IDNs) which make up some of the largest hospital groups in the US. New distributors were appointed in North America during the first six months of the calendar year including Medical Dynamics, Provider Enterprises, Inspired Medical Systems, Bell Medical, Castor & Braemed (Canada). Also appointed were Genesys (UK), Prohisa (Spain), Vok Medical (Russia), Dutchmed ( Eastern Europe), Respiratory Health Care (South Africa). These distributors were selected after a review of their key contacts within hospitals and ability to drive revenues for the sale of U which would form a not insignificant component of their total revenues.

  • Financials: Revenues for the year were $834,813 which is similar to the previous year. Cost of goods sold was also aligned with the previous year. The major reason the reported loss was 42% increase over the previous year is that the company expensed options granted to the incoming board members of $330,000 and there was an increase of $476,880 for sales and marketing costs over the previous year was booked to kick start our new global distribution model.

  • Development: Research and Development continues to improve the monitor and its IP with progress made in transducer developments, general maintenance and database improvements, improved intuitive user interfaces, interfaces to EMR developments, portability. Partnership opportunities are also being explored for joint developments. The company continues to receive a R&D grant for work undertaken which in the financial year amounted to $344,896

  • Personnel: Total staff at commencement of year: 12; at end of year: 12 Personnel hired were mainly in the sales and distribution area with the appointment of a North American sales manager, a clinical staff member to support training and new installations, a business development manager for Asia Pacific. These staff replaced outgoing staff in UK, US and Australia.

  • Science: Much progress has been made to reduce the volumes of published papers and medical evidence to support the sales and marketing strategies. This has involved extracting key highlights of documented studies and distilling it into supportive representations by Uscom to address clinical needs. The company also released OXYCOM in the US during the year and also co-ordinated an emerging global study on the utility of Uscom in Paediatrics following the global Paediatric Critical Care conference in Sydney.

  • Regulatory: Uscom has successfully completed the regulatory requirements for the major markets we intend selling into. With the exploration of new channel partners in Japan we are investigating renewing our permits there.

  • Reimbursement: The Company is reviewing reimbursement codes in different territories to ensure these do not provide hurdles to successful sales campaigns.

  • Prospects & Risks: Over 200 opportunities are logged into the Sales force system at the close of the year. This represents the strongest sales pipeline the company has had for some time. Securing such sales of Uscom monitors however in an increasingly difficult healthcare environment is made all the more difficult with pressure on capital budgets which can extend lead times. Whilst the clinical adoption is paramount and often reliant upon successful clinical evaluations and outcome studies, a successful closure rate can be impacted by these budgetary constraints. The company is focusing on health economics as well as innovative” lease to buy “arrangements as a means to counter such challenges.

  • An additional risk is the strength of the Australian dollar. The company is being vigilant to adopt a soft hedging approach by only converting minimal funds from weak currency markets to Australia to pay for Australian expenses if and when required.

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Uscom Limited / Annual Report 2011 / 3
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CORPORATE GOVERNANCE STATEMENT
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As from previous annual reports, Uscom is committed to continuing its high standards of corporate governance. Effective Corporate Governances aids the company to set and achieve its objectives. Once again, our reviewed Governance Statement for 2010/2011 outlines our policies and practices by reference to the principles of good corporate governance and Best Practice Recommendations published by the ASX Corporate Governance Council.

Principle 1: Lay solid foundations for management and oversight

Recommendation 1.1: Establish the functions reserved to the board and those delegated to senior executives and disclose those functions.

The Board has adopted a charter that sets out the responsibilities reserved by the Board, those delegated to the Chief Executive Officer and those specific to the chairman.

Recommendation 1.2: Disclose the process for evaluating the performance of senior executives. The Chief Executive Officer, Chief Financial Officer and General Manager attend the scheduled board meetings and present progress against Company goals and objectives. The board assesses performance against the goals and objectives on a regular basis at these meetings. The Company conducts annual performance appraisals of all employees.

Recommendation 1.3: Provide the information indicated in the Guide to reporting on Principle 1. Performance evaluation for Senior Executives has taken place in the reporting period and it was in accordance with the process disclosed.

Principle 2: Structure the board to add value

Uscom Ltd has the services of a Board with a wide range of professional experience in fields such as science, medicine, marketing and international business. Refer to Directors Report page 8.

Recommendation 2.1: A majority of the board should be independent directors.

The Board consists of four members, two of whom are Non-Executive Directors. The Company takes the view that the two Non-Executive Directors are also Independent Directors. In the interests of transparency, the Company discloses relationships or business associations which may impact a person’s own interpretation of the definition of independent. The Company’s non-compliance with this recommendation is due to the small size and nature of the business.

Recommendation 2.2: The chairperson should be an independent director.

The Chairman of Uscom Ltd, Mr Phil Kiely provides executive consulting in the area of sales and marketing. The Company’s non-compliance with this recommendation is based on small size and nature of the business and limiting expenditure is in the interests of stakeholders.

Recommendation 2.3: The roles of chairperson and chief executive officer should not be exercised by the same individual.

The chairperson is Mr Phil Kiely and Mr. Rob Phillips is acting Chief Executive Officer.

Recommendation 2.4: Establish a nomination committee.

The Company believes that a nomination committee is not necessary at this stage of the Company’s development. Issues relating to board membership will continue to be overseen by the full board. The Company believes this to be justified given the relatively small size of the board (four members) and that significant growth in the number of Directors is not envisaged in the medium term.

Recommendation 2.5: Disclose the process for evaluating the performance of the board, its committees and individual directors.

Directors performance is evaluated through their contribution and attendance at all Board meetings. Being a small Board (four members) all Directors are actively involved in the strategic planning and goal setting of the Company.

Recommendation 2.6: Provide the information indicated in the Guide to reporting on principle 2.

  • The skills, experience and expertise relevant to the position of Director held by each director in office (Refer to Directors’ Report)

  • The names of the Directors considered by the Board to constitute Independent Directors and the Company’s materiality threshold can be found in the Directors’ Report.

  • All Company Non-Executive Directors are considered independent, notwithstanding the existence of relationships stated in the Guide.

  • Refer to the Directors’ Report for the term of office held by each Director in office.

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Uscom Limited / Annual Report 2011 / 4
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CORPORATE GOVERNANCE STATEMENT continued
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  • The Company believes that a nomination committee is not necessary at this stage of the Company’s development therefore does not hold nomination meetings.

  • A statement detailing the procedure agreed by the Board for Directors to take independent professional advice at the expense of the Company can be found in the Remuneration Report.

  • A formal performance evaluation for the Board, its committees and Directors has not taken place in the reporting period however performance is measured as described in 2.5.

Principle 3: Promoting ethical and responsible decision-making

Recommendation 3.1: Establish a code of conduct to guide the Directors, the Chief Executive Officer and other key Executives as to:

  • The practices necessary to maintain confidence in the Company’s integrity.

  • The practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders.

  • The responsibility and accountability of individuals for reporting and investigating reports of unethical practice.

The Company has developed a Code of Conduct for Directors, management and staff, underlining the Company’s commitment to high ethical standards in the conduct of the Company’s business. The board of Directors is responsible for ensuring the Company’s compliance with the Code and the good and fair management of reports of any breaches.

For detailed Code of Conduct refer to Uscom Corporate Governance Documentation on the Company website.

Recommendation 3.2: Establish a policy concerning trading in Company securities by Directors, Senior Executives and employees, and disclose the policy or a summary of that policy.

The Company has adopted a policy in relation to share trading, which applies to all staff, management and Directors, members of their families and any trust or family companies in which they may have an interest.

The policy is included in the Company’s Code of Conduct. Refer to Uscom Corporate Governance documentation on the Company website.

Recommendation 3.3: Provide the information indicated in the Guide to reporting on Principle 3. Refer to Uscom Corporate Governance Documentation on the Company website.

Principle 4: Safeguard integrity in financial reporting

Recommendation 4.1: Establish an audit committee.

The Board has established an audit and risk committee.

Recommendation 4.2: Structure the audit committee so that it consists of only non-executive directors; a majority of independent directors; an independent chairperson, who is not chairperson of the board; at least three members.

The Company has appointed an audit and risk committee, responsible for reporting to the full board on issues relating to the Company’s financial information and a regular review of the Company’s risk environment.

The committee is made up of two members with both of them being independent Directors and has an independent director as chairman. It was considered appropriate for the size of the Company. The audit and risk committee will meet at least three times per year.

Recommendation 4.3: The audit committee should have a formal charter. The audit and risk committee operates according to a formal charter.

Recommendation 4.4: Provide the information indicated in the Guide to reporting on Principle 4. The audit and risk committee charter is included in the Uscom Corporate Governance Documentation on the Company website.

Principle 5: Make timely and balanced disclosure

Recommendation 5.1: Establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.

The Company has produced and adopted a disclosure policy, which has been communicated to all Directors, managers and employees.

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Uscom Limited / Annual Report 2011 / 5
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CORPORATE GOVERNANCE STATEMENT continued
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Recommendation 5.2: Provide information indicated in the Guide to reporting on Principle 5. Refer to the Uscom Corporate Governance documentation on the Company website.

Principle 6: Respect the rights of shareholders

Recommendation 6.1: Design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.

Uscom Ltd is committed to keeping shareholders fully informed of significant developments and activities at the Company.

The Company’s primary communications tool is its website, and all announcements are posted on the site, immediately after they are released to the ASX through the appropriate electronic publication procedure.

Where information may be provided to market analysts or the media which is materially incremental to the announcements already published, this information would be treated as an announcement and published accordingly.

All announcements, dating back to May 2001, remain available on the website.

In addition, the website provides an “Investors” section, where more detailed information is available, including access to all of the Company’s financial statements and the delayed share trading data produced by ASX.

Shareholders are encouraged to actively communicate with the Company through contact details provided on the website.

The Company also encourages shareholders to participate in the annual general meeting.

Ample notice of this meeting will be provided. All documents and presentations delivered to the annual meeting will be posted immediately on the Company website.

Recommendation 6.2: Provide the information indicated in the Guide to reporting on Principle 6. Refer to the Uscom Corporate Governance documentation on the Company website.

Principle 7: Recognise and manage risk

Recommendation 7.1: Establish policies for the oversight and management of material business risks and disclose a summary of those policies.

The Company has appointed an audit and risk committee, which is charged with oversight of the Company’s risk profile. The committee assesses the adequacy of the Company’s control and risk environment, including accounting, financial and operating controls and the appropriateness of its accounting policies and practices. The committee manages a dynamic checklist of potential risk components and reviews each component during the course of a year.

Recommendation 7.2: Require management to design and implement the risk management and internal control system to manage the Company’s material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the Company’s management of its material business risks.

Management has reported to the board as to the effectiveness of the Company’s management of its material business risk.

Recommendation 7.3: Disclose whether it has received assurance from the Chief Executive Officer (or equivalent) and Chief Financial Officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

The Chief Executive Officer and the Chief Financial Officer, who supervise financial and accounting matters, are required to sign off on the Company’s accounts, as recommended.

Recommendation 7.4: Provide the information indicated in the Guide to reporting on Principle 7. Refer to audit and risk committee charter included in Uscom Corporate Governance on the Company website.

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Uscom Limited / Annual Report 2011 / 6
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CORPORATE GOVERNANCE STATEMENT continued
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Principle 8: Remunerate fairly and responsibly

Recommendation 8.1: Establish a Remuneration Committee. Given the relatively small size of the Uscom board, the Company does not currently see the need for a separate remuneration committee.

Uscom Ltd has adopted a remuneration policy based on performance and contribution.

Recommendation 8.2: Clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives. For further information see Remuneration Report from pages 10 to 15.

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Uscom Limited / Annual Report 2011 / 7
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DIRE
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C TORS
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The Dire c tors present t heir report o n Uscom Ltd a nd its Controlled Entity for the financial y ear ended 3 0 June 2011.

Direct o rs

The follo w ing persons were Directo r s of Uscom L t d during the w hole of the f i nancial year a nd up to the date of this repo r t.

Mr P Kiel y Executive Chairman (Ap p ointed on 22[n] [d] December 2010) Mr R A P h illips Executive Director Mr B Rat h ie Non-Exec u tive Director Mr J Bonitz Non-Exec u tive Director (Appointed on 4[th] January 20 1 1) Mr R Zw o lenski Non-Exec u tive Director (Resigned on 2 2[nd] December 2 010)

Direct o rs’ qualifi c ations and experien c e

Mr Phil K iely Mr Kiely is the Executi v e Chairman f o r Uscom Ltd since 10th of J anuary 2011. Mr Kiely hol d s a Bachelor o f Commer c e/Law degre e from the University of NS W . Phil Kiely has over 25 y e ars in the IC T sector working in leading global comp a nies most re c ently establishing an investme n t company, M atrix Capital Corporation, which has de v eloped and c ommercialis e d innovative p roduct & services o rganisations. Prior to Matrix Phil spent s e ven years at O racle Corporation, the w o rld’s largest d atabase compan y . His last role at Oracle was as Vice Presi d ent Oracle O nline, Asia Pacific. Prior to j oining Oracl e , Phil was one of th e pioneers of IT outsourcin g in Australia. He held posi t ions as General Manager, C ontinuum A u stralia later acq u ired by CSC a nd General M anager, Co m putations.

Mr Rob P hillips

Rob Phill i ps is the founder of Uscom Ltd, the Chi e f Executive Officer, Executi v e Director a n d Chief Scie n tist of the Compan y . Rob has 8 y e ars experien c e as Executi v e Chairman o f the Compa n y, having tak e n the Comp a ny to IPO in 2003, a nd has over 2 0 years in executive corpor a te manage m ent. The Co m pany receive d the Frost and Sullivan Global E n tropolis Awa r d for the Em e rging Medic a l Device Co m pany of the Y ear in 2007. H e has a Mast e r of Philosop h y in Medicin e from The University of Qu e ensland and is currently c o mpleting his PhD. He is an Australia n Post Gradu a te Award recipient and wa s a finalist in t h e Time-CNN World Healt h and Medicine Technol o gy Awards in 2004. Rob ha s pioneered n o vel clinical a p proaches to cardiovascular assessment having authored over 30 pate n ts and paten t applications and is an int e rnationally re c ognised tea c her and exa m iner in the field o f echocardiography.

Mr Bruc e Rathie

Mr Rathi e is a Non-Ex e cutive Direct o r of Uscom L t d. He holds d egrees in law, commerce a nd business a nd has consider a ble experien c e as a lawyer having practiced as a solic i tor and partner in a major B risbane based legal firm and t hen as Senio r in-house Co u nsel to Bell R esources Limited from 198 0 to 1985 in a g gregate. He studied for his M B A in Geneva and then we n t into invest m ent banking in 1986 which subsequently took him to N ew York for over 2 years returni n g to Sydney in 1990. He s p ent the 90's in investment b anking in Sy d ney, the last 5 years as a Director of Investme n t Banking at S alomon Brothers/ Salomo n Smith Barn e y where he w a s responsibl e for the firm's activities/ roles i n the industri a l sector and t h e Federal G o vernment's privatisation o f Qantas, Commo n wealth Bank (CBA3) and T e lstra (T1). Mr R athie curren t ly holds boar d positions wi t h a number o f Australia n companies.

During t h e past three y ears Mr Rathie held senior positions of t h e following listed compan i es: • Com p umedics Lim i ted Non-Exec u tive Director October 2004 – Dece m ber 2006 • Data D ot Technolo g y Limited Non-Exec u tive & Chair m an & OctobDecemb ee r 2006 – Janr 2009 - pres u ent ary 2009 • Ante o Diagnostics Limited Chairman a nd Non-Exe c utive Director July 200 6 – August 20 0 9 • Calza d a Limited Non- Executive Directo r April 2010 - present • Mun g ana Goldmin e s Limited Non- Executive Directo r October 2010 - prese n t Mr Rathi e is a member of the Audit a nd Risk Com m ittee.

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U
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scom Limited
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Annual Repo
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t 2011 / 8
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Mr Joch e n Bonitz Mr Bonit z is a Non-Ex e cutive Direct o r of Uscom L t d and holds a Bachelor of S cience degr e e from the U n iversity of NSW a nd a MBA fr o m the Australian Graduate School of Management. Mr Bonit z is a former D irector at KP M G Corporat e Finance wit h over 20 year s experience i n the technology sector spanning a career in programming, consul t ing and Mergers & Acquisi t ions advisory . Having f o cused initiall y in the technical field and c onsulting at L ogica and IB M , Mr Bonitz s tarted and d e veloped a communication com p any which h e merged into Pacnet wher e he was then the CEO for t h e Australian subsidiar y . He later worked with the Commonwealth Bank and a t KPMG as a corporate M & A adviser with a specific f o cus on the I C T and teleco m s sectors. M o st recently h e has been o n the directio n panel for th e Federal Government’s National Broadband N etwork (NB N ). Mr Bonit z is a member of the Audit a nd Risk Com m ittee.

Mr Rom a n Zwolenski ( Resigned on 22 Decemb e r 2010) Mr Zwol e nski was a N o n-Executive D irector of Us c om Ltd until 2 2 December 2010. He has more than 12 years experien c e as a non-e x ecutive Director of a num b er of ASX list e d biotech companies and w as Chairma n of Anadis Limited. After g raduating fr o m the Univer s ity of New S o uth Wales wi t h a BSc in bi o sciences, Mr Zwolenski worked f o r 16 years in s enior executive positions w ith internati o nal biomedic a l and pharm a ceutical com p anies including Roche in Au s tralia, the UK and Switzerla n d. This was f o llowed by 8 y ears as the C hief Executiv e Officer of two A S X listed biot e ch companie s .

During t h e past three y ears Mr Zwol e nski held se n ior positions o f the followi n g listed com p anies: • Ambri Ltd Non-Executive Director Septe m ber 2003 – O c tober 2004 M anaging Director / Chief E x ecutive Offic e r Octob e r 2004 – May 2 007 • Anad i s Ltd Non-Executive Director Septe m ber 2002 – J u ne 2008 Mr Zwol e nski was a m e mber of the A udit and Ris k Committee u ntil 22 Dece m ber 2010.

Company Secretary’s qualifications an d experience

Mr Dani e l Fah

Mr Fah is the Compan y Secretary and Chief Finan c ial Officer of Uscom Ltd. M r Fah has ext e nsive experi e nce develop e d in a variety of industries in Australia, U n ited Kingdo m and North A merica and b rings a wealt h of commer c ial and intern a tional expertise to the Co m pany’s man a gement tea m . He has a B a chelor of Business Studies D egree, and is a member of the Institute o f Chartered A ccountants o f Australia.

Meetings of Dire c tors

Directors Boa
rd of
Directo rs Audit and Ri
sk Committee
Audit and Ri
sk Committee
Me
etings held w
hile
No.
of meetings
Meetings
held while a

No. ofm
eetings
a Director a
ttended
D
irector
atten
ded
R A Phillip
s
16 16 - -
P Kiely * 6 6 - -
B Rathie 16 16 3 3
J Bontiz*
*
6 6 2 2
R Zwolen
ski ***
10 10 2 2
  • Appoint e d on 22[nd] Dec e mber 2010

** Appoin t ed on 4[th] Janu a ry 2011 *** Resigned on 22[nd] Dec e mber 2010

Princip a l activitie s

Uscom L t d is engaged in the development, desig n , manufacture and marketing of non-in va sive cardiac monitori n g devices. U s com Ltd ow n s a portfolio o f intellectual property rela t ing to the te c hnology and techniqu e s associated with these devices and ma n ages a worldwide network of distributio n partners for the sale of its equipment to ho s pitals and ot h er medical c a re locations. Uscom Ltd o w ns 100% of Uscom, Inc. a company engaged in the sale a n d promotion o f USCOM d e vices primarily in the Unite d States.

Operating result

The loss o f the Consolidated Entity a fter providin g for income tax amounted to $2,685,913 (2010: $1,757,677)

Divide n ds No divid e nds were de c lared or reco m mended fo r the financial y ear ended 3 0 June 2011.

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Signifi c ant chang e s in state of affairs

In Dece m ber 2010, the exclusive dis t ribution agre e ment for the in hospital s e ctor with US b ased Spacel a bs expired. S ince then th e Company h a s taken a ne w distribution a pproach with the appoint m ent of 6 new distribut o rs in the Nor t h American m arket, 4 in Europe, 1 in So u th Africa, 1 in the Middle E a st and 2 in L a tin America a s well as enhancing its Asi a Pacific distri b ution strate g y with the ap p ointment of a business develop m ent executiv e to drive sales results acro s s this import a nt high grow t h market.

Operating and fi n ancial review

The operating and fin a ncial review i s stated on page 3 of this r e port.

Post b a lance dat e events

No matt e r or circumst a nce has arise n since the e n d of the financial year to the date of this report, that has significa n tly affected or may signific a ntly affect th e activities of t he Consolidated Entity, th e results of th o se activities or the state o f affairs of the Consolidate d Entity in the ensuing or a n y subsequen t financial yea r .

Future developm e nts

Other th a n the busine s s activities d e scribed in th e annual repo r t and, in particular, those m atters discus s ed in the Review o f Operations, the Board is n ot aware of a n y likely developments in t h e foreseeabl e future whic h may materiall y impact on t h e financial outlook of the C onsolidated E ntity.

Enviro n mental issues

The Con s olidated Enti t y’s operations are not subj e ct to signific a nt environm e ntal regulati o n under the l a w of the Commo n wealth and S t ate.

Indem n ifying offi c ers

The Con s olidated Enti t y has paid pr e miums to in s ure all Direct o rs and Executives against liabilities for c o sts and expense s incurred by them in defen d ing any lega l proceedings arising out o f their conduc t while acting in the capacity o f Director of the Compan y , other than c o nduct involving a wilful br e ach of duty i n relation to t h e Compan y .

Procee d ings on behalf of th e Consoli d ated Entit y No pers o n has applie d to the Court under sectio n 237 of the C o rporations A c t 2001 for le a ve to bring proceedi n gs on behal f of the Consolidated Entity , or to interve n e in any pro c eedings to w h ich the Consolidated Entity is a party, for th e purpose of t a king respon s ibility on beh a lf of the Con s olidated Entity for all or p a rt of those pr o ceedings.

No proc e edings have b een brought or intervene d in on behalf of the Consolidated Entity w ith leave of t he Court under se c tion 237 of t h e Corporatio n s Act 2001.

Non-a u dit servic e s

The Con s olidated Enti t y may decid e to employ the auditor on a ssignments additional to t h eir audit duties where the audit o r’s expertise and experience with the C o nsolidated Entity are imp o rtant. During t h e year, $2,00 0 was paid to P KF Chartere d Accountant s & Business A dvisers for n o n-audit servi c es and $2,409 w a s paid to PK F California fo r tax consulting services pr o vided to the C onsolidated Entity.

Refer to n ote 25 of the financial stat e ments on pa g e 40 for det a ils of auditors’ remuneration. The audi t or’s indepen d ence declaration under se c tion 307C of the Corporation Act is set o ut on page 16 and forms pa r t of the Direc t ors’ Report.

Remun e ration re p ort

This rem u neration rep o rt has been p repared by t h e Directors of Uscom Ltd t o comply wit h the Corpora t ions Act 2001 and the key man a gement pers o nnel (KMP) d isclosures re q uired under A ustralian Acc o unting Stan d ards AASB 12 4 – Related P a rty Disclosur e s.

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Key m a nagement personne l

The follo w ing were ke y management personnel o f the Entity at the start of the financial ye a r to the date of this report unless otherwis e stated: Non-Executive Directors Bruce Ra t hie, Non-Executive Direct o r Jochen Bonitz, Non-E x ecutive Direc t or (appointe d on 4[th] January 2011) Roman Z w olenski, No n -Executive Director (resign e d on 22[nd] D e cember 2010)

Executiv e Directors Phill Kiel y , Executive C h airman (app o inted on 22[n] [d] December 2 0 10) Rob Phill i ps, Executive Director

Senior E x ecutives

Daniel F a h, Chief Fina n cial Officer, C ompany Sec r etary Nick Schicht, General M anager Ali Hugh e s-Jones, Ma r keting Execu t ive, Europe (resigned on 1 0 th December 2010) Deb Joh n son, VP Mar k eting and Gl o bal Distributi o n

In the Di r ectors’ opini o n, there are no other Exec u tives of the Entity.

Remun e ration po l icies

The Boar d is responsi b le for reviewi n g the remun e ration polici e s and practic e s of the Con s olidated Entity, including the compen s ation arrangements of Exe c utive Directors, Non-Exec u tive Director s and Senior E xecutives.

The Con s olidated Enti t y has adopted remunerati o n policies ba s ed on perfor m ance and c o ntribution fo r determining the natur e and amount of emolume n ts of Board M ember and S e nior Executi v es. The obje c tive of these policies is to:

  • Make Uscom Ltd a n d its Consoli d ated Entity an employer o f choice

  • Attra c t and retain t h e highest calibre personn e l

  • Enco u rage a cultur e of reward for effort and c o ntribution

  • Set incentives that r eward short a nd medium term perform a nce for the C o nsolidated E ntity

  • • Enco u rage profess i onal and per s onal development

In the ca s e of Senior E x ecutives, a r e commendati o n for compe n sation revie w will be mad e by the Chair m an to the Boar d , which will c o nduct a perf o rmance revi e w.

Non-E x ecutive Directors

The Boar d determines the Non-Exe c utive Directo r remuneration by indepen d ent market d ata for comp a rative Companies.

As at the date of this r e port the maximum aggregate remuneration payable o ut of the fun d s of the Enti t y to NonExecutiv e Directors of t he Consolid a ted Entity for their services as Directors including thei r service on a committ e e of Director s is $165,000 p er annum.

Non-Exe c utive Directors’ base fees a re presently $ 35,000 per a n num. Non-E x ecutive Dire ct ors do not r e ceive any performance related r e muneration, t herefore the y do not recei v e bonuses or non-cash be n efits.

Non-Exe c utive Directors’ retirement payments ar e limited to c o mpulsory em p loyer superannuation. Execut i ve Direct o rs and Senior Execut i ves remuneration

The Con s olidated Enti t y’s remunera t ion policy directs that the r emuneration package app r opriately refl e cts the Executiv e s’ duties and responsibiliti e s and that re m uneration l e vels attract a n d retain high calibre Executives with the skills necessary to s uccessfully manage the C o nsolidated E n tity’s operati o ns and achie v e its strategi c and financial o bjectives.

The total remuneratio n packages of Executive Dir e ctors and Senior Executiv e s are on a salary basis. In addition to base salary, the Comp a ny has a poli c y of rewardi n g extraordin a ry contribution to the gro wt h of the Co m pany with the grant of an annual discretionary c ash bonus a n d options un d er the Cons o lidated Entit y ’s Employee S hare Option Plan.

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Executiv e s are also en t itled to be paid for their re a sonable trav e l, accommo d ation and ot h er expenses incurred in consequ e nce in the execution of du t ies.

Other th a n the Uscom Ltd Employe e Share Optio n Plan, the C o nsolidated E n tity does not provide any o ther noncash ben e fits in lieu of base salary t o Executives.

  • Remuner a tion packag e s for Executi v e Directors a n d Senior Executives gener a lly consist of three components: • Fixed remuneratio n which is ma d e up of cash s alary, salary s acrifice components and s u perannuatio n • Short term incentiv e s • Long term incentiv e s which include issuing op t ions pursuan t to the Usco m Ltd Employ e e Share Option Plan.

Fixed re m uneration

Senior E x ecutives who possess a high level of skill and experie n ce are offere d a competiti v e base salary . The performance of each Executive will b e reviewed a n nually. Follo w ing the review, the Conso l idated Entity may in its sole disc r etion increas e the salary b a sed on that E xecutive’s performance, pr o ductivity an d such other m atters as the Boar d considers relevant. Super a nnuation co n tribution by the Consolida t ed Entity is li m ited to the statutory level at 9 % of wages a n d salaries.

Short-te r m incentives

The rem u neration of Uscom Ltd Senior Executive s does not inc l ude any shor t -term incenti v e bonuses a s part of their em p loyment con d itions. The B o ard may ho w ever approve discretionary bonuses to E xecutives in r e lation to certain milestones bei n g achieved.

Long-term incentives The Con s olidated Enti t y has adopted a Share Op t ion Plan for t h e benefit of E xecutive Dir e ctors, full-time and part-tim e staff membe r s employed b y the Consol i dated Entity.

In accordance with the employee o p tion plan, op t ions issued u n der the employee option p lan, have an exercise price based on 85% of the average A SX closing p r ice for the 5 d ays prior to o ffer/accepta n ce of the options. Each option is issued for a period of 4 ye a rs, which vest 25% in tranc h es througho u t the period.

An Exec u tive Share O p tion Plan has been develo p ed for appro v ed participa n ts.

Options w ere issued a n d vested to M r Philip Kiel y and Mr Joch e n Bonitz at a n EGM held o n the 10th of February 2011 wit h the followin g fixed exercise prices:

  • 1,100,00 0 at an exercis e price of $0. 7 5 per option

  • 1,100,00 0 at an exercis e price of $1. 0 0 per option

  • 1,100,00 0 at an exercis e price of $2. 0 0 per option 1,100,00 0 at an exercis e price of $3. 0 0 per option

The Boar d , at its discr e tion, may ap p rove the issu e of options under the Employee Share O ption Plan a n d the Executiv e Share Optio n Plan to Senior Executives . The vesting o f options iss u ed may be c o nditional up o n the achieve m ent of perfor m ance hurdle s determined by the Board from time to t ime. The Bo a rd may prop o se the issue of o ptions to Dir e ctors, howev e r this will be s ubject to sh a reholder app r oval at the A n nual Genera l Meeting.

Indepen d ent data fro m applicable s o urces may b e requested b y the Board t o assess whet h er the perfo r mance hurdles have been me t .

Servic e agreeme n ts

  • The Con s olidated Enti t y has entere d into service a greement wi t h the Chairman that • Outli n es the comp o nents of remuneration pa y able; and • Speci f ies term and termination c o nditions.

Details o f the service agreement are as follows:

Term

The Executive Employ m ent Agreements are for a term of 3 yea r s. The term of employmen t may be extended by the Cons o lidated Entit y after the ex p iration of th e initial 3 year t erm.

Each Executive may n o t, during the t erm of the e m ployment a g reement, per f orm work for any other pe r son, corporation or busines s without the prior written c onsent of th e Consolidate d Entity.

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Due to t h e small num b er of Executi v es the remun e ration com m ittee comprises the Board o f Directors w hich is made up of two non E x ecutive Dire c tors. Referen c e is made to external mar k et informatio n in order to r e tain the most suitable Executiv e s for meetin g the entity’s g oals. Executi v e Directors are excluded f r om discussions on their remuneration. Th e remunerati o n of key Exe c utives are no t linked with t h e Consolidat e d Entity’s performance as the fo c us is on rete n tion of key E x ecutives to e n sure growth a nd traction i n what is a ne w market. Th e Board of Directors will consider linking execu t ive remunera t ion to Cons o lidated Entity’s performan c e once the Consolid a ted Entity has sufficient m a rket traction.

Termina t ion

Despite a nything to th e contrary in the agreemen t , the Consoli d ated Entity o r the Executi v e may terminate the employ m ent at any ti m e by giving t h e other party 3 months no t ice in writing.

If either t h e Consolida t ed Entity or t h e Executive g ives notice of termination, the Consolid a ted Entity m a y, at its discretio n , choose to t e rminate the E xecutive’s e m ployment immediately or a t any time d u ring the noti c e period and pay t he Executive an amount e q ual to the sal a ry due to th e m for the residual period o f notice at th e time of terminati o n.

Where the Executive gives less than 3 months wri t ten notice, the Consolidat e d Entity may w ithhold fro m the Executiv e ’s final paym e nt an amoun t equal to the shortfall in th e notice period.

The emp l oyment of each Executive m ay be termi n ated immediately without n otice or pay m ent in lieu in the event of any se r ious or persi s tent breach of the agreem e nt, any serio u s misconduc t or wilful neg l ect of duties, in the event of b ankruptcy or any arrange m ent or comp e nsation bein g made with c reditors, on c o nviction of a criminal offence, p ermanent in c apacity of th e Executive o r a consistent f ailure to carr y out duties in a manner satisfactory to the C o nsolidated E n tity.

Directo
rs and Exe
cutives
Directo
rs and Exe
cutives
rem
uneration
rem
uneration
Remunera
tion includes
salaries,
bene
fits and supe
rannuation co
ntributions in
respect of th
e financialyea
r
2011.
Short termb
enefits
Post emplo
benefi
yment
ts
Equity Total
remuneratio
n
Dir
Ba
ectors’
se Fee
Base sa
lary
Oth
paymen
er
ts
Superann
uation
Share-b
pay
based
yment
% of tot
al
$ $ $ $ $ $
Non-Exe
cutive Direct
or
R Zwolen
ski(to 22 Dec 2010
)
17
,500
- - 1,575 - -
19,07
5
B Rathie 35
,000
- - 3,150 - -
38,15
0
J Bonitz(f
rom 4 Jan 2011)
- - - - 29
,440
100.0% 29,44
0
Executive
Director
R Phillips - 155,0
00
- 1
3,950
- -
168,95
0
P Kiely (fro
m 22 Dec 2010)
- - 108,000
(1)
- 294
,400
73.2% 402,40
0
Senior Ex
ecutive
D Fah - - 65,994
(2)
- 1
,297
1.9% 67,29
1
N Schicht - 157,9
00
- 1
4,211
2
,594
1.5% 174,70
5
A Hughes
-Jones(to 10
De
c 2010)
- 43,0
80
- 2
3,101
- -
66,18
1
D Johnso
n
- 143,1
74
13,41
2
- - -
156,58
6
Total 52
,500
499,1
54
187,40
6
5
5,987
327
,731
-
1,122,77
8

(1) Paym e nts were made to E c rucis Pty Ltd for the services provided b y Mr Kiely. (2) Paym e nts were made to C F O Strategic Charte r ed Accountants for t he services provide d by Mr Fah.

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Us
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2011 / 13
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DIRE
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C TORS
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Direct o rs and Ex e cutives re m uneratio n

Remuner a tion include s salaries, ben e fits and sup e rannuation c o ntributions i n respect of the financial ye a r 2010.

Short termb
enefits
Short termb
enefits
Post emplo
benefi
yment
ts
Equity Total
remuneratio
n
Dir
Ba
ectors’
se Fee
Base sa
lary
Oth
paymen
er
ts
Superann
uation
Share-b
pay
based
yment
% of tot
al
$ $ $ $ $ $
Non-Exe
cutive Direct
or
R Zwolen
ski
20
,417
- - 17
,733(1)
1
,133
2.9
%
39,28
3
B Rathie 35
,000
- - 3,150 1
,133
2.9
%
39,28
3
Executive
Director
R Phillips - 155,0
00
- 1
3,950
1
,133
0.7
%
170,08
3
P Butler(t
o 31 Dec 2009)
- 119,7
60
- 7,650 680 0.5
%
128,09
0
Senior Ex
ecutive
D Fah - - 51,367
(2)
- 3
,463
6.3
%
54,83
0
N Schicht - 158,4
00
- 1
4,211
7
,605
4.2
%
180,21
6
A Hughes
-Jones
- 99,3
95
- 1
3,338
566 0.5
%
113,29
9
D Johnso
n(from 1 Feb 2010)
- 63,7
61
5,80
4
- - - 69,58
5
Total 55
,417
596,3
16
57,17
1
7
0,032
15
,713
- 794,64
9

(1) $14,583 of Directors’ fees was sacrificed to post em p loyment benefit during FY2010.

(2) Payments w ere made to CFO S trategic Chartered A ccountants for the services provided by Mr Fah.

Emplo y ee Share O ption Pla n

The Con s olidated Enti t y has adopted an Employ e e Share Opti o n Plan for th e benefit of E x ecutive and N onExecutiv e Directors an d full-time or p art-time staf f members e m ployed by th e Consolidat e d Entity. At t h e date of this Rep o rt the followi n g options ha d been issue d pursuant to t he Employee Share Optio n Plan. Each o p tion was issued fo r a period of 4 years and vest in tranches of 25% after 9 months, 12 m onths, 24 m o nths and 36 m onths.

Exercise p rice is based on 85% of th e average AS X closing pric e for the 5 da y s prior to off e r/acceptance of the options, in accordance with the Em p loyee Share O ption Plan.

An Exec u tive Share O p tion Plan has also been de v eloped to provide approv e d participan t s further ince n tive in their per f ormance for the Consolida t ed Entity an d an opportunity to acquire an ownership interest in th e Consolid a ted Entity.

Numbe
r of option
s over
Numbe
r of option
s over
Numbe
r of option
s over
ord
inary
share
s held
byD
irectors a
nd Senior
byD
irectors a
nd Senior

Executives
Lapsed /
Ba
lance
Gra
nted
Exe
rcised
Tra
nsferred
Balance Total veste
d
out
1 Ju
ly 2010
D
F
uring
Y2011
During
FY2011
Dur
ing FY2011
30 June 2011 & exercisab
30 June 20
le
11
No. No. No. No. No. N
o.
Non-Exe
cutive Direct
or
R Zwolen
ski(to 22 Dec 2010
) 5
0,000
- - (50,000) - -
B Rathie 5
0,000
- - (50,000) - -
J Bonitz - 400
,000
- - 400,000 400,00
0
Executive
Director
R Phillips 5
0,000
- - (50,000) - -
P Kiely - 4,000
,000
- - 4,000,000 4,000,00
0
Senior Ex
ecutive
D Fah 5
0,000
- - - 50,000 37,50
0
N Schicht 13
0,000
- - (30,000) 100,000 75,00
0
A Hughes
-Jones(To 10 D
ec 2010)
2
5,000
- - (25,000) - -
D Johnso
n
- - - - - -
Total 35
5,000
4,400
,000
- (205,000) 4,550,000 4,512,50
0

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2011 / 14
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Details of option s outstandi n g as at e n d of year

HoldersN
o.
Grantd
ate
Exerc
at 30
isable
June
2011
Exerc
at 30
isable
June
2011
Expiry date 30 June2
Outstand
Op
011
ing
tion
Exerc
Pr
ise
ice
Issue
date fa
valu
d
ir
e
% No. $ $
7 (Employ
ees)
20
November2
008
75% 20
November 20
12
310
,000
0
.29
0.1
9
1 (Adviso
committe
ry
e)
22
November2
008
100% 12
November 20
11
1,000
,000
0
.20
0.0
7
1 (Investo
r)
17
December2
008
100% 17
December 20
13
2,000
,000
0.3
75
0.1
2
2 (Directo
rs)
25 February2
011
100% 26
February 20
16
1,100
,000
0
.75
0.1
1
2 (Directo
rs)
25 February2
011
100% 26
February 20
16
1,100
,000
1
.00
0.0
9
2 (Directo
rs)
25 February2
011
100% 26
February 20
16
1,100
,000
2
.00
0.0
6
2(Directo
rs)
25 February 2
011
100% 26
February20
16
1,100
,000
3
.00
0.0
4
Total 7,710
,000

Further details of the options are dis c losed in note 18 of th e financial statements.

Numb e r of share s held by Directors a n d Senior Executives ( including i ndirect interest)

Balance Received as Op
tions
N
et change
Balanc
e
1J
uly 2010
R
emuneration
Exer
cised
Other* 30 June 20
11
No. No. No. No. N
o.
Non-Exe
cutive Direct
or
R Zwolen
ski
248,809 - - (248,809) -(1)
B Rathie 68,809 - - 25,000 93,809
(2)
J Bonitz - - - - -
Executive
Director
R Phillips 16
,979,968
- - 16,765 16,996,733
(3)
P Kiely - - - 333,333 333,333
(4)
Senior Ex
ecutive
D Fah 5,000 - - - 5,000
(5)
N Schicht 18,200 - - - 18,200
(6)
A Hughes
-Jones
- - - - -
D Johnso
n
- - - 5,100 5,10
0
Total 17
,320,786
- - 131,389 17,452,17
5

Net change o t her refers to share pu r chased or sold during the financial year, or c essation of categoris a tion as a Director or S e nior Executive. (1) Roman Zwo l enski ceased to be ke y management perso n nel on 22 December 2* 010.

(2) All these or d inary shares are held b y Katrat Investments Pty Ltd as trustee for t h e Rathie Family Trust .

(3) 382,924 of t h ese ordinary shares a r e held by Northern C a rdiac Sonography Pt y Ltd as trustee for the Phillips Family Supera n nuation. (4) All these or d inary shares are held b y Philip and Cathryn K iely as trustee for the Kiely Family Super fu n d.

(5) All these or d inary shares are held b y Big Adventure Pty L td as trustee for West e nd Investment Trust.

(6)10,000 of th e se ordinary shares are held by family associate.

This Dire c tor’s report i s signed in ac c ordance wit h a resolution o f the Board o f Directors.

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Rob Phill i ps Director Sydney, 3 0 August 2011

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Phil Kiel y Director

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AUD
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Auditor s independence decla r ation to th e directors o f Uscom Li m ited

In accor d ance with section 307C of the Corp o rations Act 2001, as lea d auditor fo r the audit o f Uscom Limited f or the finan c ial year en d ed 30 June 2 011, to the best of my knowledge a n d belief, th e re have been:

  • no contrave n tions of the auditor ind e pendence requirement s of the Cor p orations Ac t 2001 in relation to t h e audit; an d

  • no contrave n tions of an y applicable c ode of pro f essional conduct in relat i on to the a u dit.

  • This de c laration is in regard to U s com limite d and the en t ity it contro l led during t h e year.

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PKF

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John Br e solin Partner

Sydney Dated th i s 30th day of A ugust 2011

Tel: 61 2 9 251 4100 | F ax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret S t reet | Sydne y | New Sou t h Wales 2000 | Australia DX 1017 3 | Sydney St o ck Exchange | New Sout h Wales

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The PKF East Coast Practice is a m ember of the PKF International Limited n etwork of legally in d ependent member f irms. The PKF East CCoast Practice is als o a member of the PKF Austr a lia Limited national network of legally independent firms ea c h trading as PKF. P K F East Coast Practice has offices in NSWW, Victoria and Brisbane. PKF East Coast Practic e does not accept re s ponsibility or liability for the actions or i n actions on the part of any other individual member firm or firrms. Liability limite d by a scheme appr o ved under Professi o nal Standards Legi s lation.

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2011 / 16
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INC
For the fi
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ME ST
n ancial year e
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T

Consolida
ted
Continuin
g operations
Note
2011
$ 2010
$
Revenue
Raw mate
Expenses
Financec
rials and cons
from continu
osts
umables used
ing activities,
excluding fina
nce costs
3
4
(3
880,873
(251,541)
,660,141)
-
1,019,005
(207,994)
(2,939,217)
-
Loss befo
Income ta
re income ta
x credit
x credit
(3
5
,030,809)
344,896
(2,128,206)
370,529
Loss afte
r income tax
credit
6
(2
,685,913)
(1,757,677)
Earnings
Basic earn
Diluted e
per share (EPS
ings per shar
arningsper sh
)
e (cents pers
are(centspe
hare)
r share)
7
7
(5.8)
(5.8)
(4.3)
(4.3)

This Inco m e Statemen t is to be read in conjunction with the att a ched notes.

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Us
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Annual Report
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2011 / 17
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E

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STAT
For the fi
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----- Start of picture text -----

EMEN T
n ancial year e
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OF C O
nded 30 June
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MPRE
2011
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ENSIV
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INCO
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Consolida
ted
2011
$ 2010
$
Loss fort
Other co
Foreignc
he year
mprehensive
urrencytransl
income
ation differen
ce for foreign
operations
(2
,685,913)
8,143
(1,757,677)
(5,044)
Other com
prehensivel
oss for theye
ar
8,143
(5,044)
Total com
prehensive
loss for they
ear
(2
,677,770)
(1,762,721)
Attributa
Ownerso
ble to:
f the Compan
y
(2
,677,770)
(1,762,721)
Total com
prehensive
loss for they
ear
(2
,677,770)
(1,762,721)

This Stat e ment of Co m prehensive I n come is to b e read in conj u nction with t h e attached n o tes.

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Us
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c om Limited /
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Annual Report
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2011 / 18
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STAT
As at 30
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EMEN T
une 2011
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OF FI
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ANCIA
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L POSI
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ION

Consolida
ted
Note
2011
$ 2010
$
Currenta
Cash and
Trade and
Inventorie
Tax asset
Other ass
ssets
cash equivale
other receiv
s
ets
nts
ables
8
2
9
10
11
14
,125,156
163,991
213,882
344,896
72,589
1,376,044
55,313
329,456
370,529
79,026
Total curr
ent assets
2
,920,514
2,210,368
Non-curr
Plant and
Intangible
ent assets
equipment
assets
12
13
93,289
510,487
95,564
525,486
Total non
-current asset
s
603,776
621,050
Total ass
ets
3
,524,290
2,831,418
Current l
Trade and
Short term
iabilities
other payab
provisions
les
15
16
148,273
142,269
170,971
122,809
Total curr
ent liabilities
290,542
293,780
Non-curr
Longterm
ent liabilities
provisions
16
98,143
87,603
Total non
-current liabil
ities
98,143
87,603
Total liab
ilities
388,685
381,383
Net asse
ts
3
,135,605
2,450,035
Equity
Issued ca
Optionsr
Accumula
Translatio
pital
eserve
ted losses
n reserve
17
2
18
6
(19
19
1,376,920
1,373,495
,686,207)
71,397
18,345,462
1,041,613
(17,000,294)
63,254
Total equ
ity
3
,135,605
2,450,035

This Stat e ment of Fina n cial Position is to be read i n conjunctio n with the attached notes.

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Us
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c om Limited /
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Annual Report
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2011 / 19
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STAT
For the fi
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EMEN T
n ancial year e
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OF CH
nded 30 June
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ANGE S
2011
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IN EQ
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ITY

Foreign
Issued
Capital
Options
Reserve
Accumulat
Loss
ed
es
Tr Currency
anslation
Total
Reserve
Consolid
ated
$ $ $ $ $
Balancea
t 1 July2009
17
,223,367
1,007,169 (15,242,6
17)
68,298 3,056,217
Loss for t
he year
- - (1,757,67
7)
- (1,757,677)
Other Co
Income
mprehensive
- - - (5,044) (5,044)
Total Com
Income fo
prehensive
r the year
- - (1,757,67
7)
(5,044) (1,762,721)
Transactio
ns with Own
ers in
their capa
city as owner
s
Shares Iss
ued
1
,135,357
- - - 1,135,357
Transactio
Issued
n costs on Sh
ares
(13,262) - - - (13,262)
Share-bas
edpayments
- 34,444 - - 34,444
Balancea
t 30 June 20
10
18
,345,462
1,041,613 (17,000,29
4)
63,254 2,450,035
Loss for t
he year
- - (2,685,9
13)
- (2,685,913)
Other Co
Income
mprehensive
- - - 8,143 8,143
Total Com
Income fo
prehensive
r the year
- - (2,685,9
13)
8,143 (2,677,770)
Transactio
ns with Own
ers in
their capa
city as owner
s
Shares Iss
ued
3
,096,132
- - - 3,096,132
Transactio
Issued
n costs on Sh
ares
(64,674) - - - (64,674)
Share-bas
edpayments
- 331,882 - - 331,882
Balancea
t 30 June 20
11
21
,376,920
1,373,495 (19,686,20
7)
71,397 3,135,605

This Stat e ment of Cha n ges in Equit y is to be read in conjunction with the att a ched notes.

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Us
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c om Limited /
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Annual Report
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2011 / 20
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STAT
For the fi
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EMEN T
n ancial year e
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OF CA
nded 30 June
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SH FL O
2011
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WS

Consolida
ted
Note
2011
$ 2010
$
Cash flow
Receiptsf
Interest re
Payments
Grant and
Income ta
s from opera
rom custome
ceived
to suppliers
others receiv
x receipt
ting activitie
rs
and employee
ed
s
s
(3
726,135
41,323
,337,048)
4,737
370,529
1,046,467
19,950
(3,113,653)
162,142
387,217
Net cash
used in opera
tingactivities
20(b)
(2
,194,324)
(1,497,877)
Cash flow
Purchase
Purchase
Purchase
s from inves
of patents an
of investment
ofplant ande
ting activities
d trademarks
s
quipment
(65,941)
-
(22,082)
(117,091)
-
(39,804)
Net cash
used in invest
ingactivities
(88,023)
(156,895)
Cash flow
Issue of s
s from finan
hares
cing activitie
s
17
3
,031,459
1,122,095
Net cash
provided by f
inancingactiv
ities
3
,031,459
1,122,095
Net incre
Cash and
Exchange
ase / (decrea
cash equivale
rate adjustm
se) in cash h
nts at the beg
ent for openin
eld
inning of the
gbalance
year
749,112
1,372,843
3,201
(532,677)
1,906,246
2,475
Cash and
cash equiva
lents at thee
nd of theyea
r
20 (a)
2
,125,156
1,376,044

This Stat e ment of Cas h Flows is to be read in con j unction with t he attached n otes.

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Us
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c om Limited /
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Annual Report
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2011 / 21
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NOT
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E S TO
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INAN C
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IAL ST
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TEME
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Note 1: A doption of n ew and revi s ed accounti n g standards

As at the date of this r e port there ar e a number o f new accounting standards and interpre t ations that h a ve been issued b u t are not yet e ffective as d e tailed below:

Australian Accountin g Standards

AASB No
.
Title
Issue Da
te
Ope
(Annu
period
on
rative Date
al reporting
s beginning
or after)
9
Financial
Instruments
Dec 20
10
1J
an 2013
10
Consolid
ation
Jun 20
11
1J
an 2013
11
Joint Arra
ngements
Jun 20
11
1J
an 2013
12
Disclosur
e of Interests
in Other Entit
ies
Jun 20
11
1J
an 2013
13
Fair Value
Measureme
nt
Jun 20
11
1J
an 2013
1053
Applicati
on of Tiers of
Australian Ac
counting Stan
dards
Jun 20
10
1
Jul 2013
2009 – 12
Amendm
[AASBs5
Interpret
ents to Austra
, 8, 108, 110,1
ations 2,4,16
lian Accounti
12, 119, 133,
,1039 & 1052]
ng Standards
137, 139, 1023
& 1031 and
Dec 20
09
1J
an 2011
2010 – 2
Amendm
Reduced
ents to Austra
Disclosure Re
lian Accounti
quirements
ng Standards
arising from
Jun 20
10
1
Jul 2013
2010 – 4
FurtherA
from the
101 & AA
mendmentst
Annual Impro
SB 134 and In
o AustralianA
vements Proje
terpretation1
ccounting St
ct [AASB 1,A
3]
andards arisin
ASB 7, AASB
g
Jun 20
10
1
Jul 2011
2010 – 5
Amendm
5, 101, 10
& 1038 an
ents to Austra
7, 112, 118, 1
d Interpretat
lian Accounti
19, 121, 132,1
ions 112,115,
ng Standards
33, 134, 137,
127,132 & 10
[AASB 1, 3, 4
139, 140, 1023
42]
,
Oct 20
10
1J
an 2011
2010 – 6
Amendm
on Transf
ents to Austra
ers of Financi
lian Accounti
al Assets [AAS
ng Standards
B 1 & AASB7
– Disclosures
]
Nov 20
10
1
Jul 2011
2010 – 7
Amendm
AASB 9 (
[AASB 1,
131, 132,
12,19 &
ents to Austra
December 20
3, 4, 5, 7, 101,
136, 137, 139
127]
lian Accounti
10)
102, 108, 112
, 1023 & 1038
ng Standards
, 118, 120, 12
and Interpret
arising from
1, 127, 128,
ations 2, 5, 10
,
Dec 20
10
1J
an 2013
2010 – 8
Amendm
Tax: Reco
ents to Austra
very of Unde
lian Accounti
rlying Assets[
ng Standards
AASB 112]
– Deferred
Dec 20
10
1J
an 2012
2010 – 9
Amendm
Hyperinfl
Adopters
ents to Austra
ation and Rem
[AASB 1]
lian Accounti
oval of Fixed
ng Standards
Dates for Fir
– Severe
st-time
Dec 20
10
1
Jul 2011
2010 – 10
FurtherA
Removal
[AASB 20
mendmentst
of Fixed Date
09-11 & AASB
o AustralianA
s for First-tim
2010-7]
ccounting St
e Adopters
andards –
Dec 20
10
1J
an 2013
2011 – 1
Amendm
the Trans
101, AAS
AASB 134
ents to Austra
-Tasman Con
B 107, AASB1
and Interpre
lian Accounti
vergence Proj
08, AASB 121
tations 2,112
ng Standards
ect [AASB 1,
, AASB 128,A
& 113]
arising from
AASB 5, AASB
ASB 132 &
May 20
11
1
Jul 2011
2011 – 2
Amendm
the Trans
Requirem
ents to Austra
-Tasman Con
ents[AASB 1
lian Accounti
vergence Proj
01 & AASB 10
ng Standards
ect – Reduce
54]
arising from
d Disclosure
May 20
11
1
Jul 2013

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U
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com Limited /
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Annual Repor
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t 2011 / 22
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NOT
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E S TO
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INAN C
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IAL ST
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TEME
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TS con
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inued

Note 1: A doption of n ew and revi s ed accounti n g standards (continued)

The Dire c tors anticipa t e that the ad o ption of thes e Standards and Interpreta t ions in future periods will h ave no material f inancial impact on the fina n cial stateme n ts of the con s olidated enti t y.

These St a ndards and I n terpretation s will be first a p plied in the f inancial statements of the c onsolidated e ntity that relates t o the annual r e porting period beginning a fter the effective date of e a ch pronounc e ment.

New Sta n dards Adop t ed During t h e Year

The cons o lidated entit y has adopte d all of the ne w , revised or a mending Ac c ounting Stan d ards issued b y the Australia n Accounting Standards Board ('AASB') t h at are mand a tory for the current reporti n g period. The adoption of these Acc o unting Standards and Inte r pretations di d not have an y impact on t h e financial performance or positi o n of the cons o lidated entit y .

Any new, revised or a m ending Accounting Stand a rds and Inter p retations that are not yet m andatory ha v e not been ear l y adopted.

Note 2: S tatement of significant a c counting policies

(a) Int r oduction

The financial report co v ers the Consolidated Enti ty of Uscom L t d and its Controlled Entity. Uscom Ltd i s a listed public company, incor p orated and d omiciled in A ustralia.

Operati o ns and principal activities Uscom L t d is engaged in the development, desig n , manufacture and marketing of non-in va sive cardiac monitori n g devices. U s com Ltd ow n s a portfolio o f intellectual property rela t ing to the te c hnology and techniqu e s associated with these devices and ma n ages a worldwide network of distributio n partners for the sale of its equipment to ho s pitals and ot h er medical c a re locations.

Scope o f financial sta t ements The financial report is a general pur p ose financial report that h a s been prepared in accord a nce with Au s tralian Accounti n g Standards, Australian A c counting Int e rpretations, t h e Corporations Act 2001 a n d complies w ith other requirements of the la w .

Accounti n g Standards include Austr a lian Equival e nts to Interna t ional Financi a l Reporting S tandards (AI F RS). Complia n ce with AIFR S ensures that the consolid a ted Entity fin a ncial report c onforms with International Financial Reportin g Standards (IFRS).

Going C o ncern The cons o lidated entit y incurred a t o tal compreh e nsive loss of $ 2,677,770 during the year e nded 30 June 2011 (2010: $1 , 762,721) and incurred operating cash ou t flows of $2,1 9 4,324 (2010: $ 1,497,877).

These conditions indic a te the existe n ce of a material uncertain t y which may c ast significan t doubt abou t the consolid a ted entity’s a b ility to conti n ue as a goin g concern.

The cons o lidated entit y 's forecasts a nd projectio n s for the next twelve mont h s take accou n t of possible changes in tradin g performanc e and indicate that in the di r ectors' opini o n the consolidated entity w ill be able to operate as a goin g concern.

As noted in the review of operations in the direct o rs' report the consolidated entity termin a ted its agre e ment with Spacelabs its major di s tributor who h ad exclusive distributor ri g hts for all ma r kets with the exception of A sia Pacific. T h e consolidat e d entity was t herefore req u ired to identify and appoi n t new distrib u tors in the s e cond half of the fin a ncial year.

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Note 2: S tatement of significant a c counting policies (contin u ed)

The cons o lidated entit y now has the following nu m ber of distri b utors in the f o llowing regi o ns

  • 6 ne w distributors in North Am e rica

  • - 4 ne w distributors in Europe

  • 2 ne w distributors in Latin Ame r ica

  • - 1 ne w distributor in Southern A f rica - 1 ne w distributor in the Middle E ast - 1 in A sia Pacific

In additi o n to the succ e ssful signing of new distri b utors the consolidated ent i ty has enhan c ed its Asia P a cific distributi o n strategy w i th the appointment of a b u siness development execu t ive to drive s a les results across this importan t high growth potential ma r ket.

By appoi n ting a wide v ariety of distr i butors the di r ectors have attempted to reduce the ris k of non performance and relia n ce on one p a rty.

As with all new distrib u tion agreem e nts there is a t ime delay b e tween signin g on and deli v ering new sal e s as the consolid a ted entity ne e ds to provid e training and sales suppor t . The consoli d ated entity i s also assistin g the distribut o rs in designi n g and imple m enting vario u s sales targeting strategies to specific re g ional marke t s.

The timi n g and sales v o lumes associated with the s e regional st r ategies and targets may v a ry from those forecast by mana g ement. As s u ch the direct o rs believe th a t this may gi v e rise to mat e rial uncertain t y and significant doubt in the ti m ing of operat i ng cash flow s . Should the t iming of ope r ating cash flows be signific a ntly differen t to those forecast t he consolida t ed entity ma y need to see k alternative fi n ancing options to enable i t to settle its liabilities as they f a ll due.

The Dire c tors are satis f ied that ade q uate plans and strategies h ave been for m ulated and w ill be adopted as required t o allow the company to have sufficient c ash to meet i t s obligations through to 3 1 st of August 2 012 (12 months f r om date on a udit report). O n this basis t he financial r e port has been prepared o n the going c o ncern basis.

Should t h e company be unable to c o ntinue as a g oing concern it may be required to reali s e its assets a n d discharg e its liabilities other than in t he normal c o urse of busin e ss and at am o unts differe n t to those sta t ed in the financial s tatements. T he financial s t atements do not include a n y adjustmen t s relating to t he recoverab i lity and classifica t ion of asset carrying amou n ts or the am o unt of liabilities that might result should the company be unable t o continue as a going conc e rn and meet its debts as a n d when they f all due.

Currenc y The financial report is p resented in A ustralian dollars, which is t h e Parent Co m pany’s funct i onal and presenta t ional currenc y .

Historical Cost Conv e ntion This fina n cial report has been prepa r ed under the Historical Cost Conventio n .

Reporting period The financial report is p resented for the year end e d 30 June 20 1 1. The comp a rative report i ng period w a s for the year end e d 30 June 2010.

Compar a tives Where required by Ac c ounting Stan d ards compa r ative figures h ave been adjusted to conf o rm with cha n ges in presenta t ion for the current financial year.

Register e d office Level 7, 10 Loftus Stre e t, Sydney NS W 2000.

Authoris a tion of financial report The financial report was authorised f or issue on 3 0 August 2011 by the Directors.

(b) Ov e rall policy The prin c ipal accounti n g policies adopted by the Consolidated Entity are stated in order t o assist in the general understa n ding of the f i nancial repor t .

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Note 2: S tatement of significant a c counting policies (contin u ed)

(c) Significant judg m ent and ke y assumption s The Dire c tors evaluate estimates an d judgements incorporated into the fina n cial report b a sed on histor i cal knowled g e and best a v ailable curre n t information. Estimates assume a reaso n able expect a tion of future events and are b ased on curr e nt trends an d economic d a ta, obtained b oth externally and within the Entity.

The Con s olidated Enti t y assesses impairment at each reporting date by eval u ating conditi o ns specific t o the group th a t may lead t o impairment o f assets. Wh e re an impair m ent trigger e x ists, the rec o verable amo u nt of the asset is determined.

(d) Fin a ncial assets and financial liabilities Financial assets and fi n ancial liabiliti e s are recogn i sed on the S t atement of Financial Positi o n when the Consolid a ted Entity b e comes party t o the contra c tual provisio n s of the finan c ial instrumen t .

A financi a l asset is der e cognised wh e n the contra c tual rights to the cash flows from the fin a ncial assets e xpire or are trans f erred and no longer contr o lled by the E n tity. A financial liability is r e moved from t he Statement of Financial Position whe n the obligati o n specified i n the contract is discharged or cancelled o r expires.

Upon initial recognitio n a financial a s set or financial liability is designated as a t fair value t h rough Profit o r Loss except f o r investments in equity instruments that d o not have a quoted mark e t price in an a ctive market and whose fa i r value cannot be reliably m easured.

A gain or loss arising f r om a change in the fair val u e of a financial asset or fin a ncial liability classified as a t fair value thr o ugh Profit or Loss is recog n ised in the I n come State m ent.

Financial assets not m e asured at fair value comprise receivable s and investm e nt in subsidi a ry. These ar e nonderivativ e financial ass e ts with fixed or determina b le payments that are not quoted in an a c tive market a nd are measure d at amortise d cost using t h e effective in t erest metho d .

Available-for-sale fina n cial assets in c lude other financial assets, comprising i n vestments in s ubsidiaries, n ot included in the above c ategories. A v ailable-for-s a le financial a s sets are refle c ted at fair va l ue. Unrealis e d gains and loss e s arising fro m changes in f a ir value are t a ken directly to equity.

Financial liabilities co m prise of trad e and other p a yables, and b orrowings an d are measur e d at amortised cost using the effective interest method.

Trade ac c ounts payable represent t h e principal a m ounts outstanding at balance date plus , where appli c able, any accrued interest.

The amo r tised cost of a financial asset or a financial liability is t h e amount ini t ially recognis e d minus principal repayme n ts, plus or minus cumulati v e amortisatio n of any diffe r ence betwee n the initial a m ount and maturity amount a nd minus any write-down f o r impairmen t or uncollecti b ility.

Financial assets, other t han those at fair value thr o ugh profit or loss, are reas s essed for ind i cators of impairment at each rep o rting date. F i nancial asset s are impaire d where there is objective e v idence that a s a result of one or more ev e nts that occu r red after the initial recogni t ion of the financial asset t h e estimated f uture cash flows of the investme n t have been impacted. Fo r financial ass e ts carried at a mortised cost, the amoun t of the impai r ment is the difference betwee n the asset’s carrying amou n t and the pr e sent value of estimated fut u re cash flow s , discount e d at the original effective i n terest rate.

The carrying amount o f the financial asset is redu c ed by the im p airment loss directly for all financial ass e ts with the exce p tion of trade receivables w here the carr y ing amount i s reduced thr o ugh the use o f an allowan c e account. W hen a trade receivable is uncollectible, it is written o f f against the allowance ac c ount. Subse q uent recoveries of amounts previously written off are c r edited again s t the allowan c e account. C h anges in the carrying amount o f the allowan c e account ar e recognised i n profit and l o ss.

With the exception of a vailable-for-sale equity ins t ruments, if, i n a subseque n t period, the a mount of th e impairm e nt loss decre a ses and the d ecrease can b e related ob j ectively to an event occurring after the impairm e nt was recog n ised, the pre v iously recog n ised impair m ent loss is revered through profit and lo s s to the extent th e carrying am o unt of the in v estment at t h e date the i m pairment is r e versed does n ot exceed what the amortise d cost would h ave been ha d the impairment not been recognised.

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Note 2: S tatement of significant a c counting policies (contin u ed)

(e) Pri n ciples of co n solidation A Controlled Entity is a ny entity Usc o m Ltd has th e power to control the fina n cial and ope r ating policies of so as to obtain benefits fro m its activities.

A list of C ontrolled En t ities is contai n ed in note 2 2 to the finan c ial statement s . All Controll e d Entities ha v e a June financial y ear-end.

All inter- c ompany balances and tran s actions bet w een Entities i n the Consoli d ated Group, i ncluding any unrealise d profits or lo s ses, have be e n eliminated on consolida t ion. Accounting policies o f Subsidiaries have been changed where n ecessary to ensure consist e ncies with th o se polices a p plied by the P arent Entity.

On cons o lidation, the a ssets and lia b ilities of the C onsolidated Entity’s overs e as operations are translat e d at exchang e rates prevailing at the rep o rting dates. I ncome and e x pense items are translate d at the avera g e exchang e rates for the period unles s exchange ra t es fluctuate significantly. E x change differences arisin g , if any, are reco g nised in the f o reign curren c y translation reserve, and a re recognise d in income s t atement on d isposal of the forei g n operation.

(f) Foreign currenc y transaction s and balanc e s All foreign currency transactions during the finan c ial year are b r ought to acc o unt using th e exchange ra t e in effect at the da t e of the tran s action. Forei g n currency m o netary items at reporting d ate are translated at the e x change rate existing at reporti n g date. Non-monetary ass e ts and liabili t ies carried at fair value tha t are denominated in foreign c u rrencies are t ranslated at the rates prev a iling at the d a te when the f air value was determined. Nonmonetar y items that are measured i n terms of his t orical cost in a foreign curr e ncy are not r e translated.

The gain s and losses f r om conversion of assets and liabilities, w hether realised or unrealis e d, are includ e d in profit or loss from con t inuous opera t ions as they a rise.

(g) Re v enue recognition

• Sale o f goods Revenue from the sale of goods is r e cognised wh e n all signific a nt risks and r e wards of ow n ership have b een transferr e d to the buy e r and when t h e other cont r actual obliga t ions of the E n tity are perfo r med. • Reve n ue from rendering of servi c es Renderin g of services c onsists of training, repair and product maintenance s u pplied to cus t omers. Reve n ue is recognis e d when cont r actual obliga t ions are expi r ed and servi c es are provid e d. • Inter e st revenue Interest r e venue is rec o gnised on a p roportional b asis taking in t o account th e interest rate s applicable to the financial a ssets. • Gove r nment grant s Government grants re v enue is reco g nised at fair v alue when th e re is reasonable assurance that the grant will be received and the grant conditions w i ll be met.

(h) Inv e ntories Inventori e s are measured at the low e r of cost or net realisable v alue. Costs a r e assigned o n the basis of w eighted average c osts. Cost comprises all costs of purcha s e and conver s ion and an a p propriate pr o portion of fi x ed and variable o verheads, ne t of settleme n t discounts. O verheads are applied on t h e basis of no r mal operativ e capacity. The cost s are recognis e d when mat e rials are deli v ered to the Consolidated E ntity.

(i) Property, plant a nd equipment Property, plant and eq u ipment are i n cluded at co s t. Assets in plant and equi p ment are de p reciated on diminishi n g value basi s over their es t imated useful lives covering a period of two to seven y ears.

On disp o sal of an item of property, p lant and equipment, the difference bet w een the sale s proceeds and the carrying a mount of the asset is reco g nised as a g a in or loss in t h e Income Statement.

The depreciation rates used for eac h class of dep r eciable asset s are: Class Of Fixe d Asset Dep r eciation Rat e - Plant & Equipment 10 % - 40% - Office Furni t ure & Equip m ent 15 % - Computer S o ftware 40 % - Low Value P o ol 37. 5 %

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Note 2: S tatement of significant a c counting policies (contin u ed)

(j) Int a ngibles Patents and Trademar k s are valued in the financial statements a t cost of acq u isition less a c cumulated amortisa t ion and are a m ortised on d iminishing value basis at 1 2 .5% per annum.

(k) Im p airment of a s sets At each r e porting dat e , the Consoli d ated Entity r e views the carrying values of its tangible a nd intangibl e assets to determine whether th e re is any indi c ation that th o se assets hav e been impai r ed. If such a n indication e x ists, the recovera b le amount o f the asset, being the highe r of the asset’ s fair value less costs to sell and value in u se, is compare d to the asset s carrying val u e. Any exce s s of the asse t ’s carrying value over its re c overable am o unt is expense d to the inco m e statement. In assessing v alue in use, t h e estimated future cash flo w s discounte d to their present v alue using a p re-tax discount rate.

(l) Le a ses

Lease of a ssets where s ubstantially a ll the risks an d benefits inc i dental to the ownership of the asset, bu t not the legal ow n ership, are tr a nsferred to t h e Consolida t ed Entity wer e classified as finance lease s . Finance leases are capitalis e d, recording a n asset and a liability equ a l to the present value of th e minimum le a se payments, including any guarant e ed residual v a lues.

Leased a s sets are amortised on dim i nishing value basis over th e ir estimated u seful lives w h ere it is likely that the Consolid a ted Entity will obtain own e rship of the asset or over t h e term of th e lease. Lease payments ar e allocated between the reduction of the lease liability and the lease interest expense for the period.

Lease pa y ments for operating lease s , where subs t antially all th e risks and be n efits remain w ith the lesso r , are recognis e d as an expense on a strai g ht line basis o ver the leas e term unless a nother syste m atic basis is m ore represen t ative of the time pattern in which benefi t s are diminis h ed.

Lease in c entives unde r operating le a ses are reco g nised as liabilities. The incentives are re c ognised as a reductio n of expenses on a straight l ine basis unl e ss another sy s tematic basi s is more repr e sentative of t he time pattern i n which benef i ts are diminished.

(m) Ca s h and cash e quivalents Cash an d cash equival e nts comprise cash on han d and at call deposits with b anks or finan c ial institution s .

(n) Inv e stments Investments in Controlled Entities are carried at t h e lower of cost and recoverable amount .

(o) Re s earch & dev e lopment ex p enditure Research & developm e nt costs are c harged to th e Income Stat e ment as incurred, or defer r ed where it i s probable that suffi c ient future b e nefits will be derived so as to recover th o se deferred c osts.

(p) Foreign currenc y transaction s and balanc e s Foreign c urrency trans a ctions durin g the year are converted to A ustralian dollars at the rat e s of exchan g e applicable at the date s of the transactions. Amou n ts receivable and payable in foreign cur r encies at bal a nce sheet da t e are convert e d at the rate s of exchang e ruling at tha t date.

The gain s and losses f r om conversion of assets and liabilities, w hether realised or unrealis e d, are includ e d in profit or loss from con t inuous opera t ions as they a rise.

(q) Inc o me tax Income t a

  • xes are acco u nted for using the Balanc e Sheet liabilit y method wh e reby:

  • The t a x consequences of recove r ing (settling) a ll assets (lia b ilities) are reflected in the f i nancial state m ents;

  • • Current and deferr e d tax is reco g nised as inc o me or expen s es except to t he extent th a t the tax relates to equit y items or to a business co m bination;

  • • A def e rred tax ass e t is recognised to the exte n t that it is pr o bable that fu t ure taxable p rofit will be a v ailable to realis e the asset;

  • • Deferred tax asset s and liabilitie s are measure d at the tax r a tes that are e x pected to a p ply to the pe r iod when the a s set is realise d or the liability settled.

The char g e for current income tax e x pense/credit is based on the profit or loss for the yea r adjusted for any non assessab l e or disallow e d items. It is c redited usin g tax rates tha t have been enacted or are substantively enacted by the re p orting date.

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inued

Note 2: S tatement of significant a c counting policies (contin u ed)

Deferred tax is accoun t ed for using t he Balance S h eet liability m ethod in res p ect of temp o rary differences arising between the tax bases of assets and liabilities an d their carryin g amounts in the financial s t atements.

Deferred tax is calcula t ed at the tax rates that are expected to a pply to the period when t h e asset is realised or liability is settle. Defer r ed tax is credited in the in c ome statement except wh e re it relates t o items that m ay be credited d irectly to eq u ity, in which c ase the defe r red tax is adj u sted directly against equit y .

Deferred income tax a s sets are reco g nised to the extent that it is probable t h at future tax p rofits will be available against w hich deducti b le temporary differences c a n be utilised .

The amo u nt of benefit s brought to a ccount or wh i ch may be re a lised in the f u ture is base d on the assu m ption that no a d verse chang e will occur in income taxat i on legislatio n and the anti c ipation that t h e Consolida t ed Entity will deriv e sufficient fu t ure assessable income to e nable the be n efit to be realised and co m ply with the c onditions of deduc t ibility impos e d by the law.

(r) Sh o rt term emp l oyee benefits Short ter m employee b enefits are e m ployee ben e fits (other than termination benefits and equity comp e nsation benefits) which fall du e wholly withi n 12 months a f ter the end o f the period i n which empl o yee services a re rendered. They compr i se wages, sal a ries, social s e curity obliga t ions, short-term compensa t ion absence s , profit sharing and bonuses payables withi n 12 months a n d non-mandatory benefits such as med i cal care, hou s ing, car and servi c e goods.

The prov i sion for employee entitlements to wage s , salaries and annual leave represents th e amount tha t the Consolid a ted Entity has a present o b ligation to p a y resulting fr o m employee services pro v ided up to re p orting date. Th e provision ha s been calcul a ted after taki n g into consi d eration estimated future in c reases in wa g es and salaries and past expe r ience regarding staff depa r tures and includes related on-costs.

The undi s counted am o unt of short-term benefits e xpected to b e paid is recognised as an e xpense.

(s) Lo n g term employee benefit s Long ter m employee b enefits include long-servic e leave, long- t erm disability benefits, def e rred compe n sation and profi t sharing and bonuses pay a ble 12 months or more aft e r the end of the period in w hich employ e e services a re rendered.

Uscom L t d has adopted an Employ e e Share Opti o n Plan for th e benefit of E x ecutive and N on-Executiv e Directors and full-t i me or part-ti m e staff mem b ers employe d by the Con s olidated Enti t y. Refer note 18 to the fina n cial statements for details.

An Exec u tive Share O p tion Plan has also been de v eloped to provide approv e d participan t s further ince n tive in their per f ormance for the Consolida t ed Entity an d an opportunity to acquire an ownership interest in th e Consolid a ted Entity.

(t) Sh a re-based pa y ment arrangement Goods o r services rec e ived or acqui r ed in a share - based paym e nt transactio n are recognised as an incr e ase in equity if t he goods or s ervices were received in a n equity-settled share base d payment tra n saction or as a liability if the go o ds and services were acquired in a cash s ettled share based payment transaction.

For equit y -settled share based trans a ctions, goods or services r eceived are m easured dire c tly at the fair value of the goods or services r eceived provided this can b e estimated r eliably. If a reliable estima t e cannot be m ade the value of the goods or s ervices is det e rmined indir e ctly by refer e nce to the fair value of the equity instru m ent granted.

Transacti o ns with emp l oyees and ot h ers providin g similar servi c es are measured by refere n ce to the fair value at grant date of the equity instrument g ranted.

(u) Go o ds and serv i ces tax (GST ) Revenue s , expenses a n d assets are r ecognised n e t of the amo u nt of GST, ex c ept where the amount of G ST incurred i s not recover a ble from the Australian Ta x Office. In th e se circumsta n ces the GST is recognised as part of the cost o f acquisition of the asset or as part of a n item of the expense. Receivables and p a yables in the Stateme n t of Financial Position are s hown inclusiv e of GST.

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inued

Note 2: S tatement of significant a c counting policies (contin u ed)

(v) Re c eivables Trade re c eivables and other receiva b les represen t the principal amounts du e at reporting d ate plus acc r ued interest and less, wher e applicable, a ny unearned income and p rovision for doubtful acco u nts. An estimated doubtful debt is made when collecti o n of the full a mount is no l onger proba b le.

(w) Co n tingent liabilities A contin g ent loss is re c ognised as a n expense an d a liability if i t is probable that future ev e nts will confirm that, after taki n g into accou n t any related probable recovery, an ass e t has been i m paired or a li a bility incurre d and, a reasonable estimate o f the amount o f the resultin g loss can be made.

(x) Warranties

Provision is made in re s pect of the C onsolidated E ntity's estim a ted liability o n all products and services under warranty at reporting d ate. The provision is meas u red at the pr e sent value of future cash fl o ws estimate d to be required t o settle the w arranty obligation. The fut u re cash flow s have been e s timated by r e ference to the Consolid a ted Entity's h istory of warranty claims.

(y) Ev e nts after the reporting date Assets a n d liabilities a r e adjusted fo r events incur r ing after the r eporting dat e that provide evidence of c onditions existing a t the reporting date. Important after re p orting date events which do not meet t h ese criteria a r e disclose d in note 28 to the financial s tatements.

Consolida
ted
2011
$ 2010
$
Note 3:R
Operatin
Sale of go
Non-ope
Interest re
Grants re
Grants re
Miscellan
evenue
g revenue
ods
rating revenu
ceived
ceived - expo
ceived - VAT
eous income
e
rt market dev
return
elopment gra
nt
834,813
41,323
-
1,555
3,182
836,913
19,950
160,907
1,235
-
Total othe
r income
46,060
182,092
Total rev
enues fromc
ontinuing op
erations
880,873
1,019,005
Note 4:E
Depreciat
Impairme
Employee
Research
Advertisin
Occupan
Auditors
Auditors
Regulato
Bad debt
Administr
Exchange
xpenses from
ion and amor
nt of patents
benefits exp
and developm
g and market
cy expenses
remuneration
remuneration
ry expenses
expenses
ative expense
losses
continuing
tisation expe
ense
ent expense
ing expenses
(audit)
(audit review)
s
activities, ex
nses
s
cluding finan
ce costs
103,412
11,731
1,254,616
502,037
913,149
153,683
39,000
17,000
70,424
-
444,602
150,487
105,147
55,678
1,075,413
531,423
436,269
143,307
39,000
17,000
76,739
29,474
341,800
87,967
Total exp
enses fromc
ontinuingac
tivities,exclu
dingfinance
costs
3
,660,141
2,939,217
Operating
occupanc
lease expen
y expenses ab
ses of $131,84
ove
9 in 2011 (201
0: $133,429)a
re included in

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inued

Consolida
ted
2011
$ 2010
$
Note 5: I
Major co
Current in
ncome tax cr
mponents of
come tax cre
edit
income taxc
dit
redit
344,896
370,529
Income t
ax credit
344,896
370,529
Reconcili
loss
Accountin
Tax bene
Tax effect
Tempora
Deferred
Research
ation betwee
g loss before
fit at 30% inA
on non dedu
ry differences
tax asset not
and developm
n income tax
income tax
ustralia, 15%
ctible expens
brought to ac
ent tax offse
credit andp
in USA (2010:
es
count
t - currentyea
rima facie ta
30% in Austra
r
x on account
lia)
ing
3
,030,809
902,660
(372,527)
(19,611)
(510,522)
344,896
2,128,206
665,574
(402,620)
(15,517)
(247,437)
370,529
Income t
ax credit
344,896
370,529

As at 30 J une 2011, th e Consolidate d Entity had e stimated unr e couped operating income tax losses of $ 13,832,400 (2010: $1 2 ,357,295). Th e benefit of t h ese losses of $3,957,157 (2 0 10: $3,474,4 6 7) has not be e n brought t o account as realisation is not prob a ble. The ben e fit will only b e obtained if: • The C onsolidated E ntity derives f uture assess a ble income of a nature an d an amount s u fficient to enable the bene f its from the deductions for the losses to be realised;

• The C onsolidated E ntity continu e s to comply w ith the cond i tions for ded u ctibility imp o sed by the la w ; • No c h anges in tax legislation ad v ersely affect t he Consolidated Entity in realising the b e nefit from the deduction for th e losses.

Note 6:A
Accumula
Net lossa
ccumulated
ted losses at
ttributable to
losses
the beginning
members of
of the financ
the Entity
ial year
(17
(2
,000,294)
,685,913)
(15,242,617)
(1,757,677)
Accumul
ated losses a
t the end oft
he financialy
ear
(19
,686,207
(17,000,294)
Note 7:E
Loss after
Weighted
of basicE
Weighted
Weighted
calculatio
Basic earn
Diluted e
arnings pers
tax used in c
average num
PS
average num
average num
n of dilutedE
ings per shar
arningsper sh
hare
alculation ofb
ber of ordina
ber of option
ber of ordina
PS
e (cents pers
are(centspe
asic and dilut
ry shares duri
s outstanding
ry shares outs
hare)
r share)
ed EPS
ng the year us
tanding durin
ed in calculat
g the year us
ion
ed in
(2
46
4
,685,913)
Number
,103,168
,708,356
(1,757,677)
Number
41,347,880
3,780,000
50
,811,524
(5.8)
(5.8)
45,127,880
(4.3)
(4.3)
The optio
per share
the repor
n in existence
and dilutede
ting date and
have an anti
arnings per s
the date of th
-dilutive effect
hare as shown
is report.
on EPS, ther
above. There
efore there is
have beenn
no difference
o issues of or
between bas
dinary shares
ic earnings
between
Note 8:C
Cash onh
Bank: Che
Bank: Cas
Bank: Ter
Bank: Dep
ash and cash
and
que account
h manageme
m deposits
osit at call
equivalents
s
nt
185
747,600
34,745
1,235,230
107,396
250
537,187
152,278
497,486
188,843
Total cas
h and cash e
quivalents
2
,125,156
1,376,044

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Consolida
ted
Consolida
ted
2011
$ 2010
$
Note 9:T
Current
Trade rec
rade and oth
eivables
er receivable
s
163,991
55,313
Total cur
rent receivab
les
163,991
55,313
Trade rec
not impai
eivables aren
red are disclo
on-interest b
sed in note 2
earing and on
1.
an average
o
f 45 day term
s. Details of tr
ade receivabl
es due but
Note 10:
Current i
Raw mate
Finishedp
Inventories
nventories at
rials
roducts
cost
148,903
64,979
156,370
173,086
Total inv
entories
213,882
329,456
Note 11:
Income ta
Tax assets
x credit
344,896
370,529
Total tax
asset
344,896
370,529
Note 12:
Plant and
Accumula
Office fur
Accumula
Compute
Accumula
Low value
Accumula
Plant and eq
equipment a
ted deprecia
niture and eq
ted deprecia
r software atc
ted deprecia
asset pool at
ted deprecia
uipment
t cost
tion
uipment at co
tion
ost
tion
cost
tion
st
546,714
(459,480)
516,147
(427,942)
87,234
59,166
(55,825)
88,205
59,166
(55,235)
3,341
22,120
(20,981)
3,931
22,120
(20,221)
1,139
31,726
(30,151)
1,899
30,798
(29,269)
1,575
1,529
Total pla
nt and equip
ment
93,289
95,564
Moveme
Useful life
nts in carryin
g amounts
Planta
equipm
2-7 ye
nd
ent
fur
ars
2-7
$ Office
niture
years
$
C
omputer
software
3 years
$ Low value
asset pool
3 years
$
Consolid
Carrying
Additions
Disposals
Depreciat
Effects of
ated Entity
amount at 1 J
ion expense
foreign curre
uly 2010
ncyexchange
differences
88,2
31,0
(31,9
(
05
71
-
71)
71)
3,931
-
-
(590)
-
1,899
-
-
(760)
-
1,529
928
-
(882)
-
Carrying
amount at 30
June 2011
87,2
34
3,341
1,139
1,575

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2011 / 31
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Consolida
ted
Consolida
ted
2011
$ 2010
$
Note 13:
Non-curr
Patents a
Additions
Impairme
Accumula
Intangible as
ent
t cost
nt
ted amortisat
sets
ion
785,795
65,941
(12,232)
(329,017)
752,213
117,091
(83,509)
(260,309)
Carrying
amount at 30
June 2011
510,487
525,486
Moveme
Carrying
Additions
Amortisat
Impairme
nts in carryin
amount at 1 J
ion
nt
g amounts
uly 2010
525,486
65,941
(69,209)
(11,731)
539,178
117,091
(75,105)
(55,678)
Carrying
amount at 30
June 2011
510,487
525,486
Intangible
current am
Income S
relation to
Assets comp
ortisation ch
tatement. An
overseas Pa
rise Intellectu
arge in respe
impairment c
tents and is re
al Property in
ct of Patentsi
harge of $11,7
corded unde
the form ofP
s included un
31 has been
r Expenses fro
atents. The P
der Expenses
recognised in
m Continuing
atents have fin
from Continu
the current ye
Activities.
ite useful live
ing Activities
ar (2010: $55
s. The
in the
,678) in
Note 14:
Current
GST rece
Prepayme
Other curren
ivable
nts
t assets
19,811
52,778
24,701
54,325
Total oth
er current as
sets
72,589
79,026
Note 15:
Current
Trade pay
Sundry pa
Employee
Trade and ot
ables
yables and a
relatedpaya
her payables
ccrued expen
bles
ses
54,387
62,051
31,835
92,241
45,115
33,615
Total pay
ables
148,273
170,971
Note 16:
Short term
Provision
Long term
Provision
Provision
Provisions
for annual lea
for long servi
for warranties
ve
ce leave
142,269
122,809
142,269
91,248
6,895
122,809
82,323
5,280
98,143
87,603
(a) Aggre
gate employ
ee benefits
233,517
205,132
(b) Move
Balancea
Additiona
Amounts
ment in emp
t beginningo
l provision
used
loyee benefit
f the year
s
205,132
98,264
(69,879)
239,075
117,603
(151,546)
Balancea
t end of the
year
233,517
205,132
(c) Numb
er of employ
ees at year-e
nd
Number
14
Number
15

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2011 / 32
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inued

Consolida
ted
2011
$ 2010
$
Note 17:
Issued ca
Fully paid
Issued capita
pital
ordinarysha
l
res
2
1,376,920
18,345,462
Total con
tributed equ
ity
2
1,376,920
18,345,462
Moveme
Shares on
1,800,547
Share issu
3,500 ord
9,437,835
882,606o
Share issu
nt in issuedc
issue at theb
ordinary shar
e costs
inary shares is
ordinary shar
rdinary shares
e costs
apital
eginning oft
es issued at6
sued at 29 ce
es issued at3
issued at 30
he year
3 cents
nts
0 cents
cents
18
2
,345,462
-
-
-
,831,350
264,782
(64,674)
17,223,367
1,134,342
(13,262)
1,015
-
-
-
Ordinary
shares at the
end of they
ear
2
1,376,920
18,345,462
Fully paid
Ordinary
1,800,547
3,500 ord
9,437,835
882,606o
ordinary sh
shares at the
ordinary shar
inary shares is
ordinary shar
rdinaryshares
ares
beginning oft
es issued byS
sued by exerc
es issued byp
issued bySP
he year
PP
ise of option
rivate placem
P
ent
4
9
Number
1,804,047
-
-
,437,835
882,606
Number
40,000,000
1,800,547
3,500
-
-
Total ord
inary shares
at the end of
the year
52
,124,488
41,804,047

1,800,54 7 ordinary sha r es were issued by share purchase plan on 1 October 2 009. 3,500 o r dinary shares were issued by exerci s e of option o n 1 March 20 1 0. 9,437,835 ordinary shar e s were issue d by private p l acement during Decemb e r 2010 to Ap r il 2011. 882,606 ordinary s h ares were iss u ed by share p urchase pla n on 18 Febru a ry 2011. The Company’s autho r ised share ca p ital amounted to 52,124,4 8 8 ordinary shares of no pa r value.

Fully pai d ordinary shares participat e in dividends and the proc e eds on winding up of the C ompany in p roportion to the num b er of shares h eld. At share h olders meeti n gs, each ordinary share is entitled to one vote when a poll is called, o r via a show o f hands.

Note 18: Share optio n s The Con s olidated Enti t y has adopted an Employ e e Share Opti o n Plan for th e benefit of E x ecutive and N onExecutiv e Directors an d full-time or p art-time staf f members e m ployed by th e Consolidat e d Entity. At t h e date of this Rep o rt the followi n g options ha d been issue d pursuant to t he Employee Share Optio n Plan. Each o p tion was issued fo r a period of 4 years and vest in tranches of 25% after 9 months, 12 m onths, 24 m o nths and 36 m onths. Exercise p rice is based on 85% of th e average AS X closing pric e for the 5 da y s prior to off e r/acceptance of the options, in accordance with the Em p loyee Share O ption Plan.

An Execu
performa
4,400,000
tive Share Op
nce for the Co
options were
tion Plan has
mpany anda
granted to tw
also been dev
n opportunity
o directorsd
eloped to pr
to acquire an
uringthe fina
ovide approve
ownership in
ncialyear.
d participant
terest in theC
s further incen
ompany.
tive in their
An Execu
performa
4,400,000
tive Share Op
nce for the Co
options were
tion Plan has
mpany anda
granted to tw
also been dev
n opportunity
o directorsd
eloped to pr
to acquire an
uringthe fina
ovide approve
ownership in
ncialyear.
d participant
terest in theC
s further incen
ompany.
tive in their
Consolida
ted
2011
$ 2010
$
Effect of
Share Op
Optionsr
Expenses
Optionsr
OSI Syste
Right top
share-based
tion Plan
eserve balanc
arising froms
eserve balanc
ms
articipate ino
payment tran
e at the begin
hare-basedp
e for ShareO
ptions
sactions
ning of they
ayment trans
ption Plan at
ear
actions
the end of the
year
1,041,612
331,882
1,007,168
34,444
1,373,494
1
1,041,612
1
Option re
serve at the
end of the ye
ar
1,373,495
1,041,613

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2011 / 33
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inued

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Note 18:
Moveme
Opening
Grantedd
OptionD
Lapsed d
Exercised
Share option
nt during the
number of op
uring the fina
eed
uring the fina
duringthe fin
s (continued
financial yea
tions
ncial year –D
ncial year
ancialyear
)
r
irectors
Numbe
Options 20
r of
11
Wei
av
exercise
ghted
erage
price
N
opti
umber of
ons 2010
ex
Weighted
average
erciseprice
Numbe
Options 20
r of
11
Wei
av
exercise
ghted
erage
price
N
opti
umber of
ons 2010
ex
Weighted
average
erciseprice
3,780,0
4,400,0
(470,0
00
00
00)
-
0.36
3
1.69
0.65
-
,835,000
-
(51,500)
(3,500)
0.36
-
0.41
0.29
Closingn
umber of op
tions
7,710,0
00
1.10
3
,780,000
0.36
Detailso
f options out
standingasa
t end of the
year
HoldersN
o.
Grant da
te
Exercisa
at 30 J
2
ble
une
011
%
Expiry date
30 June 201
Outstandin
Optio
N
1
g
n
Exercise
Price
No.
$ Issued
date fair
value
$
7 (Employ
1 (Adviso
committe
1 (Investo
2 (Directo
2 (Directo
2 (Directo
2(Directo
ees)
20
ry
e)
22
r)
17
rs)
2
rs)
2
rs)
2
rs)
2
November 20
November 20
December 20
5 February 20
5 February 20
5 February 20
5 February20
08
7
08
10
08
10
11
10
11
10
11
10
11
10
5%
20 Nov
0%
12 Nov
0%
17 Dec
0%
26 Fe
0%
26 Fe
0%
26 Fe
0%
26 Fe
ember 2012
ember 2011
ember 2013
bruary 2016
bruary 2016
bruary 2016
bruary2016
310,00
1,000,00
2,000,00
1,100,00
1,100,00
1,100,00
1,100,00
0
0.29
0
0.20
0
0.375
0
0.75
0
1.00
0
2.00
0
3.00
0.19
0.07
0.12
0.11
0.09
0.06
0.04
Total
7,710,00
0
Fair value
Fair value
was measure
d using Black
scholes and th
e inputs to it
were as follow
s:
Weighted
average sha
re price
Ran
ge from $0.36
to $1.69
Exercisep
rice
310
1,10
,000 at $0.29;
0,000 at $1.00
1,000,000 at$
; 1,100,000 at
0.20; 2,000,00
$2.00; 1,100,
0 at $0.375;
000 at $3.00
1
,100,000 at $0
.75;
Option lif
e
3-5
years
Risk-free
interest rate
4.6%
Expected
dividends
0
Expected
volatility*
Ran
ge from 65%
to 72%
Historical vol
atility has been the ba
sis for determining th
e
expected share pric
e
volatility as it is assu
m*
ed that it is indicative

of the future trade,
wh
hich may not eventuate
.
Consolida
ted
2011
2010
$
$
Note 19:
Translation
r
eserve
Opening
balance
63,254
68,298
Translatio
n of financial
statements of
foreign Cont
rolled Entity
8,143
(5,044)
Closingb
alance
71,397
63,254
Note 20:
Cash flow inf
ormation
(a) Recon
ciliation of cas
h
Cash atb
ank and on ha
nd
2
,125,156

1,376,044
Total cas
h at end of
y
ear
2
,125,156

1,376,044

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inued

Consolida
ted
2011
$ 2010
$
Note 20:
(b) Recon
after inco
Loss from
Non cash
Depr
Amo
Impa
Bad
Opti
Translatio
(Increase)
Trade
Inven
Prep
Incom
GST
Increase/
Trade
Sund
Emp
Emp
Othe
Cash flow inf
ciliation of ca
me tax
continuingo
flows in lossf
eciation
rtisation
irment of pat
debts write of
ons reserve
n reserve
/Decrease in
debtors
tories
ayments
e tax
assets
(Decrease) in
payables
ry payables a
loyee related
loyee provisio
rprovisions
ormation (co
sh flow fromo
perations afte
rom continuin
ents
f
assets
liabilities
nd accrued ex
payables
ns
ntinued)
perations tol
r income tax
g operations
penses
oss from cont
inuing operat
ions
(2
,685,913)
34,203
69,209
11,731
-
331,882
8,213
(108,678)
105,657
1,547
25,633
4,890
(37,854)
16,936
(1,780)
28,385
1,615
(1,757,677)
30,042
75,105
55,678
29,474
34,444
(5,002)
212,125
(108,924)
(1,182)
16,688
9,276
(50,576)
1,576
(4,227)
(33,943)
(754)
Net cash
used in oper
ating activiti
es
(2
,194,324)
(1,497,877)

Note 21: Financial instruments

(a) Significant acco u nting polici e s Details o f the significa n t accounting policies and m ethods ado p ted, includin g the criteria o f recognition, the basis of measurement and t h e basis on w h ich income a n d expenses a re recognise d , in respect o f each class o f financial asset, fin a ncial liability and equity in s trument are d isclosed in n o te 2 to the fi n ancial state m ents.

(b) Ca p ital risk management The Con s olidated Enti t y manages it s capital to ensure that co m panies in the Consolidate d Entity are able to continue as a going concern. The capital structur e of the Entity consists of cash and cash e q uivalents (n o te 8 on page 30) and equity at t ributable to e quity holder s of the Paren t , comprising issued capital (note 17 on page 33), and accu m ulated loss e s (note 6 on p age 30).

(c) Fin a ncial instru m ents At 30 Ju n e 2011, there were no outs t anding contr a cts.

(d) Fin a ncial risk m a nagement o b jectives The Con s olidated Enti t y’s principal f inancial instr u ments are ca s h and term deposit accou n ts. Its financi a l instrume n ts risk is with interest rate r isk on its cas h and term deposits and liq u idity risk for i ts term depo s its.

The Con s olidated Enti t y does not e n ter into or tr a de financial i n struments, including deriv a tive financial instrume n ts, for speculative purpos e s. The Board is updated m o nthly by management as t o the amount s of funds available to the Conso l idated Entity from either c a sh in the bank or term deposits, and co n tinually moni t ors interest r a te movements.

(e) Foreign currenc y risk manag e ment The Con s olidated Enti t y undertakes certain trans a ctions deno m inated in for e ign currencie s , hence exp o sures to exchang e rate fluctuat i ons arise. Th e Consolidate d Entity does not have any f orward forei g n exchange c ontracts as at 30 June 2011 and is exposed t o foreign curr e ncy risk on s a les and purchases domina t ed in a curre n cy other than Aus t ralian dollars . The curr e ncies given ri s e to this risk is primarily th e US Dollar, Euro and British Pound. The Consolidate d Entity incurs co s ts in US Doll a rs for its ope r ations which p rovide a nat u ral hedge for a portion of income deno m inated in US Dolla r s.

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c om Limited /
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inued

Note 21: Financial instruments (co n tinued)

The carrying amount o f the Consoli d ated Entity’s f oreign curre n cy denominated monetar y assets and monetary liabilities at the reporting date is as f ollows:

The carry
liabilities
ing amount of
at the reporti
the Consolid
ngdate is asf
ated Entity’sf
ollows:
oreign curre
n
cy denomina
ted mo
netary
assets and m
onetary
Consolida
ted
2011
US$ 2010
US$
Cash
Current tr
Current tr
Cash
Current tr
Current tr
Current tr
ade debtors
ade creditors
ade debtors
ade creditors
ade debtors
90,224
146,410
10,434
793,924
47,100
24,042

45,555
9,150
5,891
48,559
-
-
£
£
10,200
-

(f) Foreign currenc y sensitivity The Con s olidated Enti t y is mainly e x posed to exc h ange rate risks arising fro m movements in the US Dollar, Euro and Briti s h Pound against the Austr a lian Dollar, a n d the US Dollar from the translation of t h e operations of its Controll e d Entity.

The anal y sis below de m onstrates th e impact of a 1 0% moveme n t of US Dollar and a 5% m o vement of E u ro and British P o und rates ag a inst the Aust r alian Dollar w ith all other v a riables held c onstant. 10% and 5% are t h e sensitivit y rates used w hen reportin g foreign curr e ncy risk inter n ally to key m a nagement p e rsonnel and r epresents manage m ent’s assess m ent of the p o ssible chang e in foreign e x change rates.

Consolida
ted
2011
$ 2010
$
Profit/Los
s - increase 10
- decrease1
% (US$) and
0%(US$)and
5% (€) & (£)
5%(€)&(£)
(74,279)
74,279
(73,219)
73,219

(g) Int e rest rate ris k manageme n t The Con s olidated Enti t y does not h a ve any exter n al loans or b o rrowings as at 30 June 201 1 and is not e x posed to interest r a te risks relat e d to debt. The Con s olidated Enti t y is exposed t o interest rate risk as com p anies in the C onsolidated E ntity hold cash and term deposits at both f ixed and floa t ing interest r a tes. The risk is managed b y the Consoli d ated Entity maintaining an appro p riate mix bet w een both rat e s.

Manage m ent continually monitor its cash require m ents throug h forecasts an d cash flow p r ojections and move funds be t ween fixed a n d variable in t erest instrum e nts to hold t h e maximum a mount possi b le in instrum e nts which pa y the greater r ate of interest. This limits t h e amount of risk associate d with setting a policy on t h e mix of funds to b e held in fix e d or variable interest rate i n struments.

(h) Int e rest rate sensitivity A 100 ba s is point increase or decrease is used wh e n reporting interest rate ri s k internally t o key management personn e l and represents management’s assess m ent of the po s sible change in interest ra t es.

personne
l and represe
nts managem
ent’s assessm
ent of thepos
sible change
in inter
est rat
es.
Consolida
ted
2011 2010
$ $
Profit/Los
s - increase 10
0 basis point
s
4,132 1,995
- decrease1
00 basispoin
ts
(4,132) (1,995)

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Us
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inued

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NOT
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Note 21: Financial instruments (co n tinued)

(i) Cr e dit risk man a gement Credit risk represents the loss that w ould be reco g nised if counterparties defaulted on its c ontractual o b ligations. The Con s olidated Enti t y’s exposure and the credi t ratings of its counterparti e s are continu o usly monito r ed and the aggr e gate value o f transactions c oncluded is s pread amon g approved c o unterparties. Credit expos u re is controlle d by counter p arty limits that are reviewe d and approv e d by the ma n agement annually. Ongoing credit evaluation is also perf o rmed on the f inancial con d ition of acco u nts receivabl e .

The Con s olidated Enti t y does not h a ve significan t credit risk ex p osure to any single count e rparty or any group of counterp a rties having s imilar charac t eristics; because the curre n t major coun t erparties are alliance distributors and publ i c hospitals with approved f unds availabl e prior to pur c hases under m ost circums t ances.

The cred i t risk on financial assets of t he Consolid a ted Entity ha v e been reco g nised on the S tatement of Financial Position, is the carryin g amount, net of any allowa n ce for doubtful debts. Credit risk in res p ect of cash a n d deposit i s minimised a s counterparties are recog n ised financial intermediaries with accept a ble credit ra t ings determined by a reco g nised rating a gency.

Consolida
ted
Past due
but not impa
ired
2011
$ 2010
$
0 - 45 day
46 – 90 da
Over 90d
s
ys
ays
10,662
-
-
-
-
51
Total 10,662
51
No badd
2011 (201
ebt was writte
0: Nil).
n off duringt
he year (2010
: $29,474). Th
ere was no do
ubtful debtp
rovision as at
30 June

Manage m ent consider s the above debts to be re c overable bas e d on the continuing work w ith the parti e s involved a nd the prog r ess they have made in the m arket, and t h e recognise d long lead ti m e associated with selling capital item, he n ce no impairment allowan c e is required.

(j) Liq u idity risk m a nagement The obje c tive for man a ging liquidity risk is to ens u re the busin e ss has sufficient working capital or acces s to working c apital as and when require d .

The Con s olidated Enti t y limits its ex p osure to liquidity risk by h o lding the majority of its as s ets in cash o r term deposits which can be quickly converted to cash i f required.

The carrying amounts o f financial as s ets and finan c ial liabilities r ecorded at c o st approxim a te their fair v a lues.

The follo w ing table de t ails the Consolidated Enti ty ’s remaining contractual m aturity for its non-derivativ e financial assets and liabilities. T h e table has b een drawn u p based on th e undiscount e d cash flows e xpected to be received / paid by the C onsolidated E ntity.

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Us
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c om Limited /
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inued

Note 21: Financial instruments (co n tinued)

Consolid
ated
W
eighted
Average
effective
interest
Rate%
F
Floating
interest
$ ixed interest
Within 1
year
$ rate maturing
1 to 5
years
$ Non-
interest
bearing
$ Total
$
F
Floating
interest
$ ixed interest
Within 1
year
$ rate maturing
1 to 5
years
$ Non-
interest
bearing
$ Total
$
2011
Financial
Cash
Trade rec
Other rec
Total fina
Financial
Trade cre
Payables
Total fina
assets
eivables
eivables
ncial assets
liabilities
ditors
ncial liabilities
4.9
-
889,926
-
-
1,235,230
-
-
-
-
-
-
163,991
19,811
2,125,156
163,991
19,811
889,926 1,235,230
-
183,802
2,308,958
-
-
-
-
-
-
54,387
93,886
54,387
93,886
- -
-
148,273
148,273
Net finan
cial assets
889,926 1,235,230
-
35,529
2,160,685
2010
Financial
Cash
Trade rec
Other rec
Total fina
Financial
Trade cre
Payables
Total fina
assets
eivables
eivables
ncial assets
liabilities
ditors
ncial liabilities
3.7
-
878,558
-
-
469,319
-
-
28,167
-
-
-
55,313
24,701
1,376,044
55,313
24,701
878,558 469,319
28,167
80,014
1,456,058
-
-
-
-
-
-
92,241
78,730
92,241
78,730
- -
-
170,971
170,971
Net finan
cial assets
878,558 469,319
28,167
(90,957)
1,285,087
Reconcili
ation of netf
inancial asse
ts to net as
se
ts
2011
$ 2010
$
Net finan
Non finan
Current ta
Inventorie
Prepayme
Plant and
Intangible
Provisions
cial assets as
cial assets an
x receivable
s
nts
equipment
assets
above
d liabilities
2,160,685
344,896
213,882
52,778
93,289
510,487
(240,412)
1,285,087
370,529
329,456
54,325
95,564
525,486
(210,412)
Net asse
ts per Statem
ent of Financ
ial Position
3,135,605
2,450,035

Note 22: Related par t y disclosures

Transacti o ns between r elated partie s are on normal commercial terms and c o nditions, no m ore favoura b le than those av a ilable to oth e r parties unle s s otherwise stated.

Parent a n d Controlle d Entity Parent E n tity Significa n t investment s in subsidiari e s: Usc o m, Inc. Country o f subsidiary i n corporation: U.S. A Proporti o n of ownersh i p interest: 100 % Consoli d ated The Pare n t and Ultima t e Parent Enti t y is Uscom L t d.

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Us
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c om Limited /
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2011 / 38
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inued

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Consolida
ted
2011
$ 2010
$
Note 22:
Transacti
Other rel
CFO Stra
As a Com
provides
Servicesr
Ecrucis Pt
As a Dire
throughE
Servicesr
3 Pools Pt
Rent rece
who is ad
Related part
ons between
ated parties
tegic Chartere
pany Secreta
services to the
endered
y Limited
ctor of Uscom
crucis Pty Lim
endered
y Limited
ived from 3 P
irector of Usc
y disclosures
related part
d Accountan
ry and ChiefF
Company th
Ltd, Mr PhilK
ited.
ools Pty Limite
om Limited.
(continued)
ies
ts
inancial Offic
rough CFO S
iely provides
d, a compan
er of UscomL
trategic Chart
services to th
y owned byM
td, Mr Fah
ered Account
e Company
r Jochen Bon
ants.
itz
65,994
108,000
3,182
51,367
-
-

Key man a gement personnel The follo w ing were ke y management personnel o f the Consoli d ated Entity a t any time dur i ng the repor t ing period and unle s s otherwise i n dicated were key manage m ent personnel for the enti r e period:

Non-Executive Directors Roman Z w olenski, No n -Executive Director (ceased to be a Dir e ctor on 22[nd] D ecember 2010) Bruce Ra t hie, Non-Executive Direct o r Jochen Bonitz, Non-E x ecutive Direc t or (commen c ed on 4[th] Ja n uary 2011) Executiv e Directors Rob Phill i ps, Executive Director, Chi e f Executive O fficer Phil Kiely , Executive C h airman (commenced on 2 2 nd Decembe r 2010) Senior E x ecutives Daniel F a h, Chief Fina n cial Officer, C ompany Sec r etary Nick Schicht, General M anager Ali Hugh e s-Jones, Ma r keting Execu t ive, Europe ( c eased on 10[t] h December 2 010) Deb Joh n son, VP Mar k eting and Gl o bal Distributi o n

For furth e r remunerati o n informatio n of key mana g ement pers o nnel refer to t he remunera t ion report in the Directors’ report on p a ges 10 to 15.

The aggregate compe n sation made to Directors a nd other me m bers of key m anagement p ersonnel of t he Compan y and the Consolidated Entity is set out b elow:

Consolida
ted
2011 2010
$ $
Short-term
employeeb
enefits
551,654 651,733
Post-emp
loyment bene
fits
55,987 70,032
Other pay
ments
187,406 57,171
Share-bas
edpayment
327,731 15,713
Total key
managemen
t personnel

remuneration
1,122,778 794,649

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Us
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c om Limited /
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Annual Report
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2011 / 39
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NOT
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E S TO
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INAN C
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inued

Parent
2011
$ 2010
$
Note 23:
Set out b
Statemen
Loss after
Parent entity
elow is the su
t of compreh
income taxc
information
pplementaryi
ensive incom
redit
nformation ab
e
out the pare
nt entity.
(2
,702,672)
(1,708,012)
Total com
prehensive lo
ss
(2
,702,672)
(1,708,012)
Statemen
Total curr
t of financia
ent assets
l position
2
,870,703
2,188,604
Total asse
ts
3
,445,954
2,810,256
Total curr
ent liabilities
269,424
304,934
Total liab
ilities
367,567
392,537
Equity
Contribut
Optionsr
Accumula
ed equity
eserve
ted losses
2
(19
1,376,920
1,373,495
,672,028)
18,345,462
1,041,613
(16,969,356)
Total equ
ity
3
,078,387
2,417,719

Conting e nt liabilities The pare n t entity had n o contingent liabilities as a t 30 June 2011 and 30 Jun e 2010. Capital c ommitments – Property, p lant and eq u ipment The pare n t entity had n o capital co m mitments for property, plant and equip m ent as at 30 J une 2011 an d 30 June 2010. Significa n t accountin g policies The accounting polici e s of the pare n t entity are c o nsistent with those of the c onsolidated e ntity, as disclosed in note 2.

Consolida
ted
Consolida
ted
2011
2010
$
$
Note 24:
Commitmen
ts
Operatin
g lease comm
itments
Operating
commitmen
ts represent
p
ayments due

for office rent
als and have

an
averaget
erm from 18t
o 30 months.
Less than
1 year
123,337
118,594
Between
1 and 5years
64,136
187,473
Total ope
ratingcomm
itments
187,473
306,067
Note 25:
Auditors’ rem
uneration
Remuner
ation of PKF
East Coast
P ractice for
Audit off
inancial repor
t
39,000
39,000
Review of
financial repo
rt
17,000
17,000
Non-audi
t services
2,000
2,000
Remuner
ation of PKF
California for
Tax consu
ltingservices
2,409
6,981
Total aud
itors’ remun
eration
60,409
64,981

Note 26: Operating s e gments

Segmen t information The Con s olidated Enti t y operates in the global h e alth and medical products industry. The Con s olidated Enti t y sells a single product, th e A1 monitor. Geographic a l segment re p orting is therefore the appropri a te method o f reporting operating segm e nts. Globally t he Company has five geo g raphic sales a nd distributi o n segments as shown belo w . For each s e gment, the CEO and CFO review internal mana g ement repo r ts on at least a monthly ba s is.

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c om Limited /
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inued

Note 26: Operating s e gments (co n tinued)

The larg e st customer g roup which operates in th e USA, Europ e , and Australi a accounts fo r 42% of the t o tal sales revenue. The busines s es 2[nd] largest customer ac c ounts for ove r 35% of the t o tal sales rev e nues and op e rates exclusively in Asia.

Basis of a ccounting f o r purposes o f reporting b y operating s egments Accounti n g policies

Segment information i s prepared in conformity wi t h the accounting policies o f the entity a s disclosed in note 2 and accounti n g standard A ASB 8 Opera t ing Segment s which requires a ‘Management approa c h’ under whi c h segment informati o n is present e d on the same basis as tha t used for int e rnal reportin g purposes. T his has resulted in no change t o the reporta b le segments as operating s egments continue to be reported in a m anner consistent with the internal r e porting provided to the c h ief operating decision ma k er, which is the Board of Directors.

Segment revenues, ex p enses, asset s and liabilitie s are those th a t are directly attributable t o a segment. Segment assets in c lude all asset s used by a s e gment and c o nsist primarily of inventori e s, property, p lant and equ i pment and intangibl e assets. Whi l e most of these assets can be directly at t ributable to individual seg m ents, the ca r rying amounts of certain ass e ts used jointly by segmen t s are not allo c ated. Segm e nt liabilities c onsist primarily of trade and othe r creditors, e m ployee bene f its and provi s ions for warr a nties. Segment assets and liabilities do n ot include deferred income taxes.

A
ustralia
A
ustralia
A
sia
A
sia
US
A
US
A
Europ
e
Other
region
Unallocated Eliminated Consolidated
$ $ $ $ $ $ $
2011
Sales toe
xternal
customer
s
715 291,9
63
444,8 75 87,02
6
10,234 - - 834,813
Other rev
enues
4
4,505
- - 1,55
5
- - - 46,060
Total seg
ment
revenues 4
5,220
291,9
63
444,8 75 88,58
1
10,234 - - 880,873
Segment
expenses 326 87,
133
1,012,1 80 282,81
5
6,870 3,220,747 (698,389) 3,911,682
Segment
result
4
4,894
204,8
30
(567,30
5)
(194,234
)
3,364 (3,220,747) 698,389 (3,030,809)
Income ta
x credit
34
4,896
- - - - - - 344,896
Consolida
ted loss
from ordi
nary
activities
after
income ta
x credit
(2,685,913)
Segment
assets
38
1,660
- 254,7 44 206,44
5
- 2,710,777 (29,336) 3,524,290
Segment
liabilities 39
6,903
- 21,1 18 - - - (29,336) 388,685
Acquisitio
n of
property,
plant
and equip
ment
and intan
gibles
3
6,595
12,2
31
8,9 61 40,15
3
- - - 97,940
Impairme
nt of
patents - 11,7
31
- - - - - 11,731
Depreciat
ion and
amortisat
ion
4
4,804
5
00
25,3 86 25,22
3
- 7,499 - 103,412

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inued

Note 26: Operating s e gments (co n tinued)

Australia
$ Asia
$ USA
$
Europe
U
$ nallocated
$ Eliminated
$ Consolidated
$
2010
Sales toe
customer
Other rev
Total seg
revenues
Segment
Segment
Income ta
xternal
s
enues
ment
expenses
result
x credit
22,710
19,950
42,660
5,817
36,843
370,529
307,721
-
307,721
94,259
213,462
-
477,048
-
477,048
557,862
(80,814)
(
-
29,434
1,235
30,669
259,172
228,503)
(2
-
-
160,907
160,907
2,460,513
,299,606)
-
-
-
-
(230,412)
230,412
-
836,913
182,092
1,019,005
3,147,211
(2,128,206)
370,529
Consolida
from ordi
activities
tax credit
ted loss
nary
after income
(1,757,677)
Segment
Segment
assets
liabilities
505,256
392,534
-
-
243,760
18,748
191,515
-
1,920,786
-
(29,899)
(29,899)
2,831,418
381,383
Acquisitio
property,
equipmen
intangible
Impairme
Depreciat
amortisat
n of
plant and
t and
s
nt of patents
ion and
ion
44,123
-
42,042
23,318
55,678
10,860
38,361
-
25,072
49,599
-
22,968
-
-
4,205
-
-
-
155,401
55,678
105,147

Note 27: Contingencies There were no contingencies as at 3 0 June 2011.

Note 28: Subsequent events No matt e r or circumst a nce has arise n since the e n d of the financial year to the date of this report, that has significa n tly affected or may signific a ntly affect th e activities of t he Consolidated Entity, th e results of th o se activities or the state o f affairs of the Consolidate d Entity in the ensuing or a n y subsequen t financial yea r .

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ited and its
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ontrolled En
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In the dir e ctors' opinion:

  • t he attached f inancial statements and notes thereto c o mply with th e Corporation s Act 2001, th e A ccounting S t andards, the Corporations Regulations 2 001 and other mandatory p rofessional r e porting requirements ;

  • t he attached f inancial statements and notes thereto c o mply with Int e rnational Financial Report i ng S tandards as i ssued by the International A ccounting S t andards Boa r d as describ e d in note 2 to the f inancial statements;

  • t he attached f inancial statements and notes thereto give a true and fair view of the consolidated entity's f inancial posi t ion as at 30 J u ne 2011 and of its perfor m ance for the financial year e nded on tha t date;

  • • having regar d to the disclo s ures made r e garding going concern in n ote 2 to the f inancial state m ents t here are rea s onable grounds to believe that the com p any will be a b le to pay its d ebts as and w hen they b ecome due a nd payable.

The dire c tors have be e n given the declarations re q uired by sec t ion 295A of the Corporati o ns Act 2001. Signed i n accordance w ith a resolution of directo r s made pursuant to section 295(5) of the Corporations Act 2001.

On behalf of the direc t ors

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Rob Phill i ps Director

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Phil Kiel y Director

Sydney, 3 0 August 2011

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ORT

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To the m e mbers of Us c om Limited

Report on the Financial Report

We have audited the accompanying financial rep o rt of Uscom L imited, which comprises the statement o f financial position a s at 30 June 2 011, the stat e ment of comprehensive income, the sta t ement of ch a nges in equit y and the statement of cash flow s for the year t hen ended, n otes comprising a summar y of significan t accounting p olicies, other ex p lanatory info r mation, and the directors’ d eclaration o f USCOM Limited (the com p any) and the consolid a ted entity. T h e consolidat e d entity com p rises the co m pany and the entities it co n trolled at the year’s end or fr o m time to ti m e during the financial year .

Directors’ Responsibili t y for the Financial Report

The dire c tors of the company are re s ponsible for t he preparati o n of the financial report th a t gives a tru e and fair view in a c cordance wit h Australian A ccounting St a ndards and t h e Corporati o ns Act 2001 a n d for such internal control a s the director s determine is necessary to enable the preparation of the financial r e port that is free from material m isstatement, whether due to fraud or e r ror. In Note 2 , the director s also state, i n accordance w ith Accounti n g Standard A ASB 101 Pre s entation of F i nancial State m ents , that the financial sta t ements com p ly with Internati o nal Financial Reporting St a ndards .

Auditor’s Responsibilit y

Our resp o nsibility is to express an o p inion on the f inancial report based on our audit. We c onducted o u r audit in accordance with Austr a lian Auditing Standards. T hose standar d s require tha t we comply w ith relevant e thical requirements relating t o audit enga g ements and p lan and perf o rm the audit to obtain rea s onable assur a nce about whether the financial report is free from material misstat e ment.

An audit involves perf o rming proce d ures to obtai n audit evide n ce about the amounts and disclosures i n the financial r eport. The p r ocedures sel e cted depend on the audit o r’s judgement, including t h e assessmen t of the risks of m aterial missta t ement of the financial rep o rt, whether due to fraud or error. In ma k ing those ris k assessm e nts, the auditor considers i n ternal contr o l relevant to t he entity’s pr e paration and fair presenta t ion of the financial r eport in order to design a u dit procedur e s that are ap p ropriate in t h e circumstan c es, but not f o r the purpose o f expressing an opinion o n the effectiv e ness of the e n tity’s internal control. An a udit also incl u des evaluatin g the approp r iateness of a c counting pol i cies used an d the reasona b leness of acc o unting esti m ates made by the directors, as well as ev a luating the o v erall present a tion of the fi n ancial report .

We belie v e that the audit evidence w e have obtai n ed is sufficient and appro p riate to prov i de a basis for our audit opinion.

Indepen d ence

In condu c ting our audit, we have co m plied with t h e independe n ce requirem e nts of the C o rporations A c t 2001 .

Tel: 61 2 9 251 4100 | F ax: 61 2 9240 9821 | www.pkf.com.au PKF | ABN 83 236 985 726 Level 10, 1 Margaret S t reet | Sydne y | New Sou t h Wales 2000 | Australia DX 1017 3 | Sydney St o ck Exchange | New Sout h Wales

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The PKF East Coast Practice is a m ember of the PKF International Limited n etwork of legally in d ependent member f irms. The PKF East CCoast Practice is als o a member of the PKF Austr a lia Limited national network of legally independent firms ea c h trading as PKF. P K F East Coast Practice has offices in NSWW, Victoria and Brisbane. PKF East Coast Practic e does not accept re s ponsibility or liability for the actions or i n actions on the part of any other individual member firm or firrms. Liability limited by a scheme appr o ved under Professi o nal Standards Legis l ation

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ntinued

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Opinion

In our opinion:

  • (a) the financial re p ort of Usco m Ltd and the consolidated entity is in a c cordance wi t h the Corpo r ations Act 2 0 01 , including:

  • (i) giving a true and fair view of the c ompany’s a n d consolidat e d entity’s fin a ncial position as at 30 June 20 1 1 and of thei r performanc e for the year e nded on that date; and

  • (ii ) complyi n g with Austr a lian Accounti n g Standards and the Corporations Reg u lations 2001 ; and

  • (b) the financial re p ort also com p lies with Inte r national Financial Reporting Standards a s disclosed i n Note 2.

Emphasi s of Matter

Without q ualifying ou r opinion, we draw attention to Note 2 in the financial report, w hich indicates that the consolid a ted entity in c urred a total c omprehensi v e loss of $2,6 7 7,770 during the year end e d 30 June 2 0 11 and, as of that d ate, the con s olidated ent i ty incurred n et operating cash outflo w s of $2,194, 3 24 for the y e ar. These conditio n s, along with other matter s as set forth in Note 2, in d icate the existence of a m aterial uncertainty that may cast significant d o ubt about the consolidat e d entity’s ability to contin u e as a going concern and therefore, the cons o lidated entit y may be un a ble to realis e its assets a n d discharge its liabilities in the normal course of business

Report on the Remuneration Report

We have audited the R emuneration Report included in pages 10 to 15 of the directors’ re p ort for the ye a r ended 30 June 2 011. The directors of the c o mpany are r e sponsible for the preparation and prese n tation of the Remuner a tion Report in accordance with section 3 00A of the C o rporations Act 2001 . Our r esponsibility is to express a n opinion on the Remuner a tion Report, b ased on our audit conduc t ed in accord a nce with Aus t ralian Auditing Standards.

Opinion

In our o p inion, the R e muneration R eport of Us c om Limited for the year ended 30 Ju n e 2011, co m plies with section 3 0 0A of the C o rporations A c t 2001.

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PKF

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John Br e solin Partner

Sydney 30 Augu s t 2011

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c om Limited /
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Annual Report
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2011 / 45
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ION

Addition a l information required by A ustralian Sto c k Exchange L isting Rules i s as follows. T h is information is current a s at 31 July 2 0 11.

(a)
Dist
ribution Sch
edules of Sha
reholder
Holdings
Ranges
Ho
Nu
lders
mber
Ordinar
N
y shares
umber
%
1 – 1,000
1,001 – 5,
5,001 – 10
10,001 –1
100,001
000
,000
00,000
99,999,999,99
9
113
222
78
133
46
4,
46,
81,208
660,218
625,339
745,180
012,543
0.156
1.267
1.200
9.103
88.274
Total
592
52,
124,488
100

There were 198 holder s of less than a marketable parcel of 232,021 ordinary s hares.

(b) Class of shares a nd voting ri g hts All share s are ordinary shares. Each o rdinary shar e is entitled to one vote wh e n a poll is called, otherwis e each member present at a m eeting or by proxy has on e vote on a sh o w of hands.

(c) Su b stantial shar e holders The nam e s of the subs t antial shareh o lders listed i n the holding company’s register as at 3 1 July 2011 ar e :

Robert Al
lan Phillips
16
,996,733
Gary Des
mond Davey
6
,219,000
Bell Potte
r NomineesL
td
2
,124,836
JP Morga
n NomineesA
ustralia
2
,004,000
Invia Cust
odian Pty Lim
ited
1
,688,118
(d)
Twe
ntylargest r
egistered ho
lders – ordina
ryshares
(d)
Twe
ntylargest r
egistered ho
lders – ordina
ryshares
Balancea
s at 31 July 20
11
Ordinary
shares
Number %
Robert Al
lan Phillips
16,996,733 32.61%
Gary Des
mond Davey
6,219,000 11.93%
Bell Potte
r NomineesL
td nees A/C>
2,124,836 4.08%
JP Morga
n NomineesA
ustralia h Income A/**C**\
>
2,004,000 3.84%
Invia Cust
odian Pty Lim
ited <Riverbe
l Family No
3
A/C>
1,688,118 3.24%
DRP Cart
ons (NSW) Pty
Ltd artons (NSW)\
PL S/F A/C>
1,453,801 2.79%
Hinona Pt
y Ltd lace Consult**a**\
nt S/F A/C>
1,222,159 2.34%
Arinya Inv
estments Pty
Ltd
1,050,000 2.01%
Belfort Inv
estment Adv
isors Ltd
1,000,000 1.92%
Liddel Gr
oup Ltd
1,000,000 1.92%
StreamG
roup Aust Pty
Ltd
954,111 1.83%
Mr Alister
John Forsyth
768,809 1.47%
Mr Ruthe
rford JamesB
rowne & Mrs
Sheba Elizabe
th MarjorieB
rowne
691,792 1.33%
Bannaby
InvestmentsP
ty Ltd
666,667 1.28%
Gailforce
Marketing &
PR Pty Ltd <H
ale Agency S/
F A/C>
553,809 1.06%
ApollanP
ty Ltd
547,700 1.05%
DRP Cart
ons (NSW) Pty
Ltd
507,876 0.97%
ABN AMR
O ClearingS
ydney dian A/C>
500,030 0.96%
Jules Flac
h
500,000 0.96%
Ross Plan
ningPtyLtd<
S Alston Sup
erannuation
A
/C>
451,269 0.87%
Total 40,900,710 78.46%

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ntinue d

Register e d office and principal pl a ce of office Level 7, 10 Loftus Stre e t Sydney N SW 2000 Aus t ralia Tel: 0 2 9247 4144 Fax: 0 2 9247 8157

Compan y Secretary Daniel F a h

Register s of securitie s Boardro o m Pty Limite d

Level 7, 2 07 Kent Street Sydney N SW 2000 Aus t ralia

GPO Bo x 3993 Sydney N SW 2001 Aus t ralia

Tel: 1300 737 760 Fax: 1300 653 459 www.boardroomlimite d .com.au

Stock ex c hange listin g Quotation has been g r anted for 52,124,488 ordin a ry shares of t h e Company o n all Membe r Exchanges o f the Australia n Stock Exchange Limited.

Unquoted securities Options o ver unissued shares

A total o f 7,710,000 op t ions over or d inary shares a re on issue. 2,000,000 opti o ns are on iss u e to OSI System. 4,400,00 0 options are o n issue to tw o Directors, 1,000,000 opti o ns are on issue to a memb e r of advisory board and 310, 0 00 options a r e on issue to s even emplo y ees under th e Uscom Ltd E mployee Sha r e Option Pla n .

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