USCOM LIMITED

Uscom Limited ABN 35 091 028 090

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

Uscom Limited and its controlled entity ABN 35 091 028 090

ASX Appendix 4D Half yearly report – 31 December 2010

Results for announcement to the market 1 Dividends per share 1 Net Tangible Assets per ordinary share 1 Status of review 1 Commentary 1 Financial highlights 1 Half yearly report 5-15

Uscom 2010 Half yearly report

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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Reporting period ended 31 December 2010 Previous corresponding reporting period: 31 December 2009

Results for announcement to the market

Revenues from ordinary activities	down	24.28%	to	$481,089
Lossfrom ordinary activities after tax attributable to members	up	26.67%	to	$1,052,510
Net Lossfor the period attributable to members	up	26.67%	to	$1,052,510

Dividends per Share

It is not proposed to pay a dividend.

Net Tangible Asset per Ordinary Share

	31 December 2010	31 December 2009
NTA backing	6.0c	6.8c
Status of review

The accounts have been reviewed.

Commentary
Refer Executive Chairman review of operations in page 2-3.
Financial highlights
Revenues from ordinary activities	$481,089
Loss from ordinary activities	($1,052,510)
Sales Revenue	$475,930
Net operating cash consumption	($686,487)
Net increase in cash held	$1,234,358
Cash held at end of the year	$2,610,402

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Uscom 2010 Half yearly report

Appendix 4D Half yearly report

Interim Financial Report

DIRECTORS’ REPORT

Your directors present the financial report of Uscom Ltd for the half-year ended 31 December 2010.

Directors

The names of directors who held office during or since the end of the half-year:

Mr Rob Phillips Mr Roman Zwolenski (Resigned on 22 December 2010) Mr Bruce Rathie Mr Philip Milton Kiely (Appointed on 22 December 2010) Mr Jochen Bonitz (Appointed on 4 January 2011)

Shareholdings of directors as at 31 December 2010

Name of directors	Balance 31 December 2010
Mr Rob Phillips	16,996,7331
Mr Bruce Rathie	68,809
Mr Philip Milton Kiely	-
Total	17,065,542

1 382,924 of these ordinary shares are held by NCS Pty Ltd as Trustee for Phillips Family Superannuation.

Review of operations

The six months to 31 December 2010 saw some disappointing sales performance for the company. Particularly in the US as sales slowed into the “in-hospital” market due to the uncertainty from the Obama heathcare reforms and the poor US economic performance. This affected the performance of Uscom’s distribution partner, Spacelabs.

Indeed it has been a difficult two years for emerging medical device markets with the global financial crisis and US Healthcare reforms having changed the sales environment for capital asset purchases in US hospitals, and global medical sales generally.

Revenue from the sale of goods was down 24% compared to the corresponding period last year (from $635k in 2009 to $481k in 2010, refer Note 2 in page 9).

The exclusive worldwide distributorship (excluding Asia) with Spacelabs expired on the 12[th] of December 2010 and the sales volumes were not achieved as expected. This expiry was anticipated by the Board and early efforts were made to find replacement distributors including engagements of consultants in the US to assist in this process. Once the agreement with Spacelabs expired the company immediately entered into a regional distribution agreement with Medical Dynamics, Inc. contractually in the US.

In addition to replacing Spacelabs the Board pursued a number of options to raise capital and in December 2010 successfully completed a private placement raising $3m at a share price of $0.30c.

The private placement of up to 10 million shares at 30 cents and the aggregate placement amount of $3m dollars was split into two tranches with the first tranche (Tranche 1) issuing shares at the end of December 2010 of 5,225,000 which raised $1,567,500. The balance of Tranche 1 was issued in January 2011. Tranche 2 representing the balance of the total issue will be completed after 24 February 2011 when shareholder approval is given for that Tranche as is required by ASX Listing Rules.

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Interim Financial Report

The proceeds of the placement will be used for working capital to expand and support the company’s new direction to build a global distribution channel, provide superior levels of clinical training and support to these distributors and to establish a stronger sales and marketing platform to drive regional distributor sales particularly in USA, Europe and Asia.

Additionally the proceeds will allow the company to initiate growth strategies through strategic partnerships and to fully exploit commercialisation opportunities for new clinical applications in heart failure, hypertension and electrophysiology.

The Board appointed Mr Phil Kiely as Executive Chairman on the 22[nd] of December 2010. Mr Kiely is a former Managing Director of Oracle Corporation for Australia and New Zealand. Based on his 25 years experience in the information technology arena, Mr Kiely sees a great opportunity to boost the sales of Uscom through revamping its distribution network and injecting a new sales culture into the business.

In addition to his Board role, Mr Kiely is now contracted with Uscom to drive the new sales and marketing programmes.

Other Board changes included the retirement of Roman Zwolenski who had been with the company for over 7 years and provided great guidance throughout his tenure as Chairman of the Audit and Risk Committee. The Board wishes him well in his retirement and thanks Mr. Zwolenski for his dedication and services to the company.

Mr. Jochen Bonitz joined the board as a replacement Non Executive Director on the 4[th] of January 2011. Mr. Bonitz is a former Director at KPMG Corporate Finance with over 20 years experience in the technology sector spanning a career in programming, consulting and Mergers & Acquisitions advisory.

The objectives for the rest of financial year 2011 are to focus on developing a global distribution network and revised marketing approach to optimise sales and sales opportunities.

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Phil Kiely Executive Chairman

Sydney 24 February 2011

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Interim Financial Report

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AUDITOR'S INDEPENDENCE DECLARATION – HALF YEAR REVIEW FINANCIAL REPORT

Auditor's Independence Declaration

As lead auditor for the review of Uscom Limited for the half year ended 31 December 2010, I declare that to the best of my knowledge and belief there have been:

(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
(b) no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect Uscom Limited and the entities it controlled during the period.

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PKF

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John Bresolin Partner

Sydney, 24 February 2011

The PKF East Coast Practice is a member of the PKF International Limited network of legally independent member firms. The PKF East Coast Practice is also a member of the PKF Australia Limited national network of legally independent firms each trading as PKF. PKF East Coast Practice has offices in NSW, Victoria and Brisbane. PKF East Coast Practice does not accept responsibility or liability for the actions or inactions on the part of any other individual member firm or firms.

Liability limited by a scheme approved under Professional Standards Legislation.

Appendix 4D Page

Uscom 2010 Half yearly report

Appendix 4D Half yearly report

Interim Financial Report

Uscom Limited and its controlled entities

Consolidated income statement

for the half year ended 31 December 2010

Continuing operations Note	31 Dec 2010 31 Dec 2009 $ $
Revenues from ordinary activities 2 Raw materials and consumables used Expenses from ordinaryactivities,excludingfinance costs 3	481,089 635,337 (96,052) (151,485) (1,587,547) (1,464,746)
Loss before income tax credit Income tax credit	(1,202,510) (980,894) 150,000 150,000
Loss after income tax credit	(1,052,510) (830,894)
Earning per share (EPS) Basic earnings per share (cents per share) Diluted earnings per share (cents per share) Consolidated statement of comprehensive income for the half year ended 31 December 2010	(2.5) (2.0) (2.5) (2.0) 31 Dec 2010 31 Dec 2009 $ $
Loss for the period Other comprehensive income Foreign currencytranslation differences for foreign operations	(1,052,510) (830,894) 341 (6,692)
Other comprehensive income for the period	341 (6,692)
Total comprehensive income for the period	(1,052,169) (837,586)
Attributable to: Owners of the Company Minorityinterest	(1,052,169) (837,586) - -
Total comprehensive income for the period	(1,052,169) (837,586)

This Income statement and Statement of comprehensive income are to be read in conjunction with the annual financial report for the year ended 30 June 2010 and the attached notes.

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Appendix 4D Half yearly report

Interim Financial Report

Uscom Limited

Consolidated statement of financial position as at 31 December 2010

Note	31 Dec 2010 30 Jun 2010 $ $
Current assets Cash and cash equivalents Trade and other receivables Inventories Tax assets Other assets	2,610,402 1,376,044 47,492 55,313 271,938 329,456 150,000 370,529 80,072 79,026
Total current assets	3,159,904 2,210,368
Non-current assets Plant and equipment Intangible assets	82,588 95,564 511,783 525,486
Total non-current assets	594,371 621,050
Total assets	3,754,275 2,831,418
Current liabilities Trade and other payables Short termprovisions	188,766 170,971 119,500 122,809
Total current liabilities	308,266 293,780
Non-current liabilities Longtermprovisions	90,959 87,603
Total non-current liabilities	90,959 87,603
Total liabilities	399,225 381,383
Net assets	3,355,050 2,450,035
Equity Issued capital 4 Unissued share capital 5 Options reserve 6 Accumulated losses Foreign currencytranslation reserve	19,891,252 18,345,462 407,373 - 1,045,634 1,041,613 (18,052,804) (17,000,294) 63,595 63,254
Total equity	3,355,050 2,450,035

This Statement of financial position is to be read in conjunction with the annual financial report for the year ended 30 June 2010 and the attached notes.

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Interim Financial Report

Uscom Limited

Consolidated statement of changes in equity for the half year ended 31 December 2010

Note	31 Dec 2010 31 Dec 2009 $ $
Total equity at the beginning of the period Loss from continuing operations Other comprehensive income Foreign currency translation differences Total comprehensive income for the period Transactions with owners, recorded directly in equity Shares issued 4 Cost of raising capital Unissued share capital 5 Other equity movement Share-based payments Total transactions with owners Total equity at the end of the period	2,450,035 3,056,217
	(1,052,510) (830,894) 341 (6,692)
	(1,052,169) (837,586)
	1,567,500 1,134,342 (21,710) (13,262) 407,373 - 4,021 18,644
	1,957,184 1,139,724
	3,355,050 3,358,355

This Statement of Changes in Equity is to be read in conjunction with the annual financial report for the year ended 30 June 2010 and the attached notes.

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Interim Financial Report

Uscom Limited

Consolidated statement of cash flows for the half year ended 31 December 2010

	31 Dec 2010	31 Dec 2009
	$	$
Cash flows from operating activities
Receipts from customers	483,751	734,344
Grants and others received	581	785
Payments to suppliers and employees	(1,545,925)	(1,656,257)
Interest received	4,577	13,094
Income tax receipt	370,529	-
Net cash used in operatingactivities	(686,487)	(908,034)
Cash flows from investing activities
Purchase of plant and equipment	(5,289)	(814)
Purchase ofpatents and trademarks	(27,029)	(57,541)
Net cash used in investingactivities	(32,318)	(58,355)
Cash flows from financing activities
Proceeds from issue of shares and options	1,567,500	1,134,342
Share issue costs	(21,710)	(13,262)
Privateplacementproceeds received in advance	407,373	-
Net cashprovided byfinancingactivities	1,953,163	1,121,080
Net increase in cash and cash equivalents	1,234,358	154,691
Net cash and cash equivalents at the beginning of the period	1,373,541	1,903,804
Exchange rate adjustments to cash and cash equivalents at the beginning ofthe period	2,503	4,917
Net cash and cash equivalents at the end of the period	2,610,402	2,063,412

This Statement of Cash Flows is to be read in conjunction with the annual financial report for the year ended 30 June 2010 and the attached notes.

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Appendix 4D Half yearly report

Notes to the Interim Financial Report

Uscom Limited

Selected Explanatory Notes to the Financial Statements for the half year ended 31 December 2010

Note 1 – Statement of significant accounting policies

The half-year consolidated financial report was approved by the Board of Directors on 24 February 2011. This half-year consolidated financial report has been prepared in accordance with Accounting Standard AASB 134 and is to be read in conjunction with the annual financial report for the financial year ended 30 June 2010. This is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations and the Corporations Act 2001.

The half-year report does not include full disclosures of the type normally included in an annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report.

Accordingly, it is recommended that this financial report be read in conjunction with the annual financial report for the year ended 30 June 2010 and any public announcements made by Uscom Limited during the half-year in accordance with continuous disclosure requirements arising under the Corporations Act 2001.

The same accounting policies have been followed as those applied and discussed in the financial report for the financial year ended 30 June 2010.

Note 2 – Revenue Sale of goods Other income Interest received Grants received Miscellaneous income Total other income Total revenue Note 3 – Expenses from ordinary activities Depreciation and amortisation expenses Employee expenses Research and development expenses Advertising and marketing expenses Occupancy expenses Regulatory expenses Administrative expenses Exchange losses Total expenses from ordinary activities	31 Dec 2010 31 Dec 2009 $ $ 475,930 621,458 4,577 13,094 127 785 455 -
	5,159 13,879
	481,089 635,337
	56,498 49,699 462,975 564,977 255,223 267,730 307,964 149,947 74,741 68,678 41,770 41,562 248,050 188,092 140,326 134,061
	1,587,547 1,464,746

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Uscom 2010 Half yearly report

Appendix 4D Half yearly report

Notes to the Interim Financial Report

Note 4 – Issued capital Ordinary shares Fully paid ordinary shares Total contributed equity Movement in issued capital Shares on issue at the beginning of the period Share Purchase Plan in September 2009 Share issue cost Exercise of Option in February 2010 Private Placement in December 2010 Share issue cost Ordinary shares at the end of the period Ordinary shares at the beginning of the period Ordinary shares issued during Share Purchase plan Ordinary shares issued by exercise of option Ordinary shares issued during Private Placement Total fully paid ordinary shares at the end of the period Note 5 – Unissued share capital Unissued capital Application monies received in advance for share allotment Total unissued share capital Movement in unissued capital Balance at the beginning of the period Application monies received in advance for share allotment Balance at the end of the period Note 6 – Options reserve Options reserve balance at the beginning of the period Expenses arising from share-based payment Options reserve balance at the end of the period Movement in option number Options at the beginning of the period Lapsed during the period Exercised during the period Options at the end of the period	31 Dec 2010 30 June 2010 $ $ 19,891,252 18,345,462
	19,891,252 18,345,462
	18,345,462 17,223,367 - 1,134,342 - (13,262) - 1,015 1,567,500 - (21,710) -
	19,891,252 18,345,462
	Number Number 41,804,047 40,000,000 - 1,800,547 - 3,500 5,225,000 -
	47,029,047 41,804,047
	31 Dec 2010 30 June 2010 $ $ 407,373 -
	407,373 -
	- - 407,373 -
	407,373 -
	31 Dec 2010 30 June 2010 $ $ 1,041,613 1,007,169 4,021 34,444
	1,045,634 1,041,613
	Number Number 3,780,000 3,835,000 (75,000) (51,500) - (3,500)
	3,705,000 3,780,000

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Appendix 4D Half yearly report

Notes to the Interim Financial Report

Note 7 – Operating segments

Segment information

The Consolidated Entity operates in the global health and medical products industry. Globally the company has 4 geographic sales and distribution segments as shown below. For each segment, the CEO and CFO review internal management reports on at least a monthly basis.

The largest customer group which operates in USA and Europe accounts for 72 % of the total sales revenue. The 2[nd] largest customer accounts for 25% of the total sales revenues and operates exclusively in Asia.

	Australia Asia USA Europe Unallocated Total $ $ $ $ $ $
31 Dec 2010 Sales to external customers Other revenues Total segment revenue Segment expenses Segment result before income tax 31 Dec 2009 Sales to external customers Other revenues Total segment revenue Segment expense Segment result before income tax	715 117,559 340,793 16,863 - 475,930 5,032 - - 127 - 5,159
	5,747 117,559 340,793 16,990 - 481,089 326 30,271 359,861 109,016 1,184,125 1,683,599
	5,421 87,288 (19,068) (92,026) (1,184,125) (1,202,510)
	22,710 171,250 399,457 28,041 - 621,458 13,094 - - 785 - 13,879
	35,804 171,250 399,457 28,826 - 635,337 4,633 48,093 228,438 120,748 1,214,319 1,616,231
	31,171 123,157 171,019 (91,922) (1,214,319) (980,894)

Note 8 – Contingent assets

There were no contingent assets as at 31 December 2010.

Note 9 – Contingent liabilities

There were no contingencies as at 31 December 2010.

Note 10 – Significant events

The exclusive distributor agreement with Spacelabs expired on the 12th of December 2010.

The company completed a private placement raising commitments in total of $3m at an issue price of $0.30c per share which equals 10 million new shares in the company. During the year 5,225,000 shares were issued which raised a total of $1,567,500 in new capital with the balance to be completed in February after shareholder approval is obtained.

The company has signed a new regional distributor agreement in the US with Medical Dynamics, Inc. covering about 23% of the US medical devices market.

During the year the following changes to the Board of Directors occurred:

Retirement of Roman Zwolenski
Appointment of Phil Kiely as Executive Chairman
Appointment of Jochen Bonitz as a non executive director.

Note 11 – Events after Balance Sheet date

1. New Distributors appointed

Provider Enterprises, LLC based in Nashville Tennessee was signed as a distributor. Provider Enterprises, LLC services approximately 33% of all hospital beds in the US. This more than doubles the coverage of US hospital beds through Uscom’s new distribution channels from 23% to 56%.

Uscom also appointed its first distributor in Eastern Europe with the appointment of Vok-Medical Ltd to service the Russian Federation.

Uscom appointed Medtel Pty Limited to cover the Australian market and is actively working with its partner in Asia, Pacific Medical Systems to establish greater penetration across the rapidly growing Asian markets.

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Appendix 4D Half yearly report

Notes to the Interim Financial Report

2. Private placement - Tranche 1 second issue

On 13 January 2011, a further 522,500 shares were issued at 30 cents each as part of the Tranche 1 of the private placement. The issue raised an additional $156,750 in new capital and does not require shareholder approval as it is below the limit of 15% of issued capital which a company can issue within a 12 month period without shareholder approval per Listing Rule 7.1.

3. 2011 Share Purchase Plan offer

Uscom Limited (Uscom) completed a share purchase plan to eligible shareholders. The SPP closed on the 14[th] of February 2011 and raised $264,781.80. 882,606 shares were issued.

4. EGM and Tranche 2

On the 24[th] of February 2011 the company held an extraordinary general meeting. The following resolutions were passed:

Resolution 1: Ratification of previous issue of shares – Tranche 1 of Private Placement. The issue of 5,747,500 shares at an issue price of $0.30c per share

Resolution 2: Further placement of shares to investors. Approval to issue up to 3,585,834 Shares at an issue price of $0.30c per share
Resolution 3: Placement of shares to a Director. Approval to issue up to 333,333 shares at an issue price of $0.30c per share to Philip Kiely (or an entity associated with Philip Kiely), a Director of the company.
Resolution 5: Grant of options to a Director - Approval to grant 4,000,000 options to Philip Kiely (or an entity associated with him).
Resolution 6: Grant of options to a Director - Approval to grant of 400,000 options to Jochen Bonitz (or an entity associated with him).

The following resolution was withdrawn and not voted on:

Resolution 4: The resolution of the placement of shares to a Director - Approval to issue up to 333,333 shares at an issue price of $0.30c per share to Jochen Bonitz (or an entity associated with Jochen Bonitz), a Director of the company was withdrawn due to a change in personal circumstances for Mr. Botitz and he was unable to participate in the private placement. This reduced the amount of the private placement by $100k

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Interim Financial Report

DIRECTORS’ DECLARATION

The directors of Uscom Ltd declare that:

1 the half-year financial statements and notes of Uscom Ltd are in accordance with the Corporations Act 2001, including:
(a) giving a true and fair view of the company’s financial position as at 31 December 2010 and of its performance as represented by the results of its operations, changes in equity and cash flows for the half year ended on that date; and
(b) complying with Accounting Standard AASB 134 “Interim Financial Reporting” and the Corporations Regulations 2001 and other mandatory professional reporting requirements.
2 In the directors’ opinion there are reasonable grounds to believe that the company will be able to pay it debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the board of directors.

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Rob Phillips

Director & CEO

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Phil Kiely

Executive Chairman

Sydney, 24 February 2011

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Interim Financial Report

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Uscom Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying consolidated half-year financial report of Uscom Limited and its controlled entities which comprises the statements of financial position as at 31 December 2010, the income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity. The consolidated entity comprises Uscom Limited (the company) and the entities it controlled at 31 December 2010 or from time to time during the halfyear ended on that date.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity's financial position as at 31 December 2010 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Uscom Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

Liability limited by a scheme approved under Professional Standards Legislation.

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Interim Financial Report

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Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the consolidated entity is not in accordance with the Corporations Act 2001 including:

a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2010 and of its performance for the half-year ended on that date; and
b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001

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PKF

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John Bresolin Partner

Sydney, 24 February 2011

Liability limited by a scheme approved under Professional Standards Legislation.

Appendix 4D Page 15

Uscom 2010 Half yearly report

AI assistant

USCOM LIMITED — Interim / Quarterly Report 2011

65979_rns_2011-02-23_8f38a3c6-ff97-486f-9000-c58290e75c3d.pdf

ASX Appendix 4D Half yearly report – 31 December 2010

Contents

Uscom Limited

Results for announcement to the market

Dividends per Share

Net Tangible Asset per Ordinary Share

DIRECTORS’ REPORT

Directors

Shareholdings of directors as at 31 December 2010

Review of operations

Phil Kiely Executive Chairman

AUDITOR'S INDEPENDENCE DECLARATION – HALF YEAR REVIEW FINANCIAL REPORT

Auditor's Independence Declaration

PKF

John Bresolin Partner

Uscom Limited and its controlled entities

Consolidated income statement

for the half year ended 31 December 2010

Uscom Limited

Uscom Limited

Uscom Limited

Consolidated statement of cash flows for the half year ended 31 December 2010

Uscom Limited

Note 1 – Statement of significant accounting policies

Note 7 – Operating segments

Segment information

Note 8 – Contingent assets

Note 9 – Contingent liabilities

Note 10 – Significant events

1. New Distributors appointed

2. Private placement - Tranche 1 second issue

3. 2011 Share Purchase Plan offer

4. EGM and Tranche 2

DIRECTORS’ DECLARATION

Executive Chairman

INDEPENDENT AUDITOR’S REVIEW REPORT

Report on the Half-Year Financial Report

Directors’ Responsibility for the Half-Year Financial Report

Auditor’s Responsibility

Independence

Conclusion

PKF

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