it's all just cut and paste integrity

I Have a Questioned Integrity for everyone

From the announcement dated 4 June 2009
On or about 8 April 2009……………..
At or about the same time the Company’s Executive Chairman, Mr Andrew Sigalla, who was in Sydney to arrange a capital raising for the Company, advised a major shareholder Mr Klaas Pool, (subsequently found to be a member of the Chew Group), that the Board was well advanced with the proposal to make a placement of the Company’s shares at an issue price of between AUD 1.50 to AUD1.75 per share and invited Mr Pool to participate.


On the 28 April 2009 Tz Limited released in a statement to the ASX

On Friday, 24 April 2009 a Notice of Substantial Shareholder ("Notice") was lodged……………….
Neither Klaas Pool, who initiated the Notice, or any of the other parties detailed in
the Notice currently appear as shareholders on the share register of the Company.

SO SOMWHERE BETWEEN THE 8th OF APRIL AND THE 24th OF APRIL KLASS POOL BECAME A NON SHAREHOLDER?

On the 28 April 2009
We have since approached Mr Bouris and he has neither confirmed nor denied to our Chairman that he will be a candidate for the new board. He has also advised us that he wishes to act in a professional capacity on a fee for service basis.

4 June 2009
(NOW IT GETS TRICKY KLASS POOL WAS STILL A RECOGNISED SHAREHOLDER)
On 20 April 2009 Mr Pool advised Mr Sigalla that the interested party was Mr Mark Bouris who had also agreed to join the Board as Chairman, and that he would arrange for Mr Bouris to contact Mr Sigalla and discuss the matters.

SO WHICH STATEMENT IS THE TRUTH?

4 June 2009
any attempt to requisition a general meeting for the removal of the Board could cause serious commercial consequences to the Company, especially in relation to its convertible note holder QVT under the terms of the convertible note

SO WHAT ARE THE SPECIFIC TERMS THAT RELATE TO THIS STATEMENT?


28 April 2009
Since the Heads of Agreement were signed with Mr Chew and Instacom they have not issued a purchase order against our USD12, 440 proposal sent to them in December 2008 despite numerous phone calls, text messages and emails. This initial proposal to install a TZ system in an Instacom demonstration cabin to be built by Instacom was scoped out and agreed between our staff and Instacom.

4 June 2009
The Board advised the ASX of the Pool Group’s request to remove the Board on 28 April 2009. In that announcement the Board also felt it prudent to fully disclose relationships between the Company and Mr Patrick Chew in relation to the development of the Company’s technology throughout Malaysia.

SO FROM DECEMBER 2008 TILL 28 April 2009 IS HOW LONG IT TAKES FOR A BOARD OF PROFESSIONALS TO ADVISE THAT MALAYSIAN LICENSING AGREEMENT HAD GONE SOUR AND THE MALAYSIAN LICENSING AGREEMENT WAS A PRICE SENSITIVE ANNOUNCEMENT!!!!!!)

4 June 2009
As a result of the acquisition of the licence from Acument, the Board approved the new budget and business plan presented to it by Chris Kelliher as President and David Feber as Chief Executive Officer of Telezygology Inc (‘TZI”). In that business plan, the planned revenue for the financial year ended 2008 was USD9.4 million with a gross margin of 55%. The actual revenue delivered by management was USD542,000 for that year with excessive costs resulting an operating loss for the financial year ended June 2008 of AUD12.3 million.

SO DOES THIS MEAN THAT THE BOARD WAS NOT MONITORING THE COMPANY VERY CLOSELY?

4 June 2009
That trend continued in the first quarter of the financial year ending 30 June 2009

ANOTHER THREE MONTHS LATER!!!

4 June 2009
until the Board decided to relocate Andrew Sigalla to Chicago

BUT ANDREW TOLD ME IN AN EMAIL (WHICH I HAVE WITH THE ORIGINAL TIME STAMP FOR VERIFICATION FROM HIS PRIVATE EMAIL ADRESS From: Andrew Sigalla
Date: 3/11/2009 11:22:03 PM )

It’s because of the massive exposure that I have to TZ ,that I have had to move to the USA with my family at a huge personal expense, to monitor my investment on a daily basis

4 June 2009
Company anticipates that it will be cash flow positive in the last quarter of the 2009
calendar year.

THIS IS AT ODDS WITH THE FIRST EMAIL THAT I RECEIVED (WHICH I ALSO HAVE WITH THE ORIGINAL TIME STAMP FOR VERIFICATION Andrew Sigalla Monday, 23 February, 2009 7:17:36 AM)

We expect to be cash flow positive by the third quarter of 09 ( this was presented to all shareholders at the AGM )

IS THE MOVING BACK OF THIS TARGET NOT PRICE SENSITIVE INFORMATION?

4 June 2009
Before Mr Sigalla’s move to Chicago, his directors fees were AUD120,000 and a consultancy remuneration to a related entity of AUD300,000.

Since September 2008 when Mr Sigalla entered into an Executive Services Agreement for a term of 3 years terminable on 12 months notice or payment in lieu of notice his directors fees have remained at AUD120,000 and his executive remuneration USD400,000 with a potential bonus payment in the event that the Company achieved a successful NASDAQ listing.


From the 2008 ANNUAL REPORT

FROM THE DIRECTORS REPORT
Andrew Sigalla — Executive Chairman
(25 January 2007 — 1 August 2008)
• Fixed Term: 3 Years
• Agreement commencement date: 25 January 2007
• Remuneration package of: $120,000
Andrew Sigalla — Executive Chairman
(after balance date, reviewed by independent remuneration
specialist and lawyers for the Board)
• Fixed Term: 3 Years
• Agreement commencement date: 1 August 2008
• Remuneration package of: US$400,000
• Entitlements:
−− Overseas living allowance US$10,000 per month
−− NASDAQ listing bonuses


notes to the financial statements (continued)
(b) Transactions with Related Parties

Mr A Sigalla, a Director of ZMS Investment Pty Limited has provided management services to the Company and charged for these services at normal commercial rates which amounted to $300,000 (2007: $241,667). The Company has signed a consultancy agreement with ZMS Investment Pty Limited with a commencement date 25 January 2007 for a fixed three year, with a base salary of $25,000 monthly retainer.

THAT IS CORRECT
Overseas living allowance US$10,000 per month
WHICH EQUALS PER YEAR.....USD120,000
directors fees AUD120,000
executive remuneration USD400,000
ZMS Investment Pty Limited with a commencement date 25 January 2007 for a fixed three year, with a base salary of $25,000 monthly retainer.
WHICH EQUALS 300,000

LET’S JUST ADD THAT ALL UP
directors fees AUD120,000
monthly retainer 300,000
Overseas living allowanceUSD120,000
executive remuneration USD400,000


NOW EXACTLY WHAT DOES ZMS Investment Pty Limited DO FOR IT’S RETAINER?

AND FURTHER IS THIS COMPANY STILL BEING PAID AFTER ANDREWS RESIGNATION?



AS FOR ANDREWS ROOM IN CHICAGO
A JUNIOR SUITE AT “The Whitehall Hotel” Chicago COSTS USD277.95 PER NIGHT
ANDREWS SUITE MAY OR MAY NOT BE LARGER AND I’M SURE A DISCOUNTED RATE IS AVAILABLE FOR LONG TERM RESIDENCY.

AND THIS IS WHERE ANDREW GAVE HIS ADDRESS AS ON THE STATEMENT OF JOHN FALCONER ON THE 4 JUNE NOW I’M NOT SURE IF THIS IS A COMPANY PAID FOR ROOM (IF SO WHY IS ANDREW STILL USING IT) OR IF HE HAS A NEW PLACE TO STAY THAT HE IS PAYING FOR.
REGARDLESS HE IS OBVIOUSLY STILL WORKING WITH MANAGEMENT AFTER HE HAS RETIRED

4 June 2009
In April 2009 Mr Sigalla, along with each of the other Board members and senior management, have taken a 20% reduction of executive remuneration and salaries. He has also taken, along with all Board members, a 20% reduction of his directors fees.

IT SEEMS THAT SOMEONE FORGOT TO MENTION THE REMUNERATION IN SHARES THAT ACCOMPANIED THIS SUPPOSED REDUCTION.

AND THE LIST GOES ON