MMX.L Regulatory News (MMX)

Year Ended 31 October 2009

Period 22 June 2007 to 31 October 2008

Notes

£ 000's

£ 000's

Revenue

315

232

Impairment charge

10

(154)

(1,019)

Administrative expenses

(1,367)

(516)

Share options expensed

5, 17

(226)

(249)

Group operating loss

3

(1,432)

(1,552)

Finance revenue

6

24

138

Loss before taxation

2

(1,408)

(1,414)

Income tax expense

7

-

-

Retained loss for the period attributable to members of the parent Company

(1,408)

(1,414)

Loss per share (pence)

Basic

9

(0.73)

(1.18)

Diluted

9

(0.73)

(1.18)

All of the operations are considered to be continuing.

Year ended 31 October 2009

Period 22 June 2007 to 31 October 2008

Notes

£ 000's

£ 000's

Revenue

13

10

Administrative expenses

(288)

(409)

Share options expensed

5, 17

(226)

(249)

Operating loss

3

(501)

(648)

Finance revenue

6

23

137

Loss before taxation

(478)

(511)

Income tax expense

7

-

-

Retained loss after taxation

(478)

(511)

All of the operations are considered to be continuing.

31 October 2009

31 October 2008

Notes

£ 000's

£ 000's

£ 000's

£ 000's

ASSETS

Non-current assets

Intangible assets

10

1,755

349

Tangible assets

11

11

-

Available for sale investments

13

385

-

Total non-current assets

2,151

349

Current assets

Cash and cash equivalents

4,265

2,888

Trade and other receivables

14

103

78

Total current assets

4,368

2,966

TOTAL ASSETS

6,519

3,315

LIABILITIES

Current liabilities

Trade and other payables

15

(1,187)

(61)

TOTAL LIABILITIES

(1,187)

(61)

NET ASSETS

5,332

3,254

EQUITY

Called-up share capital

16

-

-

Share premium

7,601

4,380

Retained earnings

(2,822)

(1,414)

Foreign exchange reserve

34

3

Share based payments reserve

17

519

285

TOTAL EQUITY

5,332

3,254

These financial statements were approved by the Board of Directors on 13 April 2010 and signed on its behalf by:

Frederick Krueger

David de Jongh Weill

Director

Director

31 October 2009

 31 October 2008

Notes

£ 000's

£ 000's

£ 000's

£ 000's

ASSETS

Non-current assets

Intangible assets

10

45

45

Investment in subsidiaries

12

1,918

2

Available for sale investments

13

385

-

Trade and other receivables

14

1,711

1,618

Total non-current assets

4,059

1,665

Current assets

Cash and cash equivalents

4,156

2,541

Trade and other receivables

14

37

-

Total Current Assets

4,193

2,541

TOTAL ASSETS

8,252

4,206

LIABILITIES

Current Liabilities

Trade and other payables

15

(1,121)

(52)

TOTAL LIABILITIES

(1,121)

(52)

NET ASSETS

7,131

4,154

EQUITY

Called-up share capital

16

-

-

Share premium

7,601

4,380

Share based payments reserve

17

519

285

Retained earnings

(989)

(511)

TOTAL EQUITY

7,131

4,154

These financial statements were approved by the Board of Directors on 13 April 2010 and signed on its behalf by:

Frederick Krueger

David de Jongh Weill

Director

Director

For the year ended 31 October 2009

For the period ended 31 October 2008

Notes

£ 000's

£ 000's

Cash flows from operating activities

Operating Loss

(1,432)

(1,552)

(Increase) in trade and other receivables

(25)

(78)

Increase in trade and other payables

48

61

Impairment charge

154

1,019

Foreign exchange (gain)

(14)

(18)

Share options expensed

226

249

Net cash outflow from operating activities

(1,043)

(319)

Cash flows from investing activities

Interest Received

24

138

Payments to acquire intangible assets

-

(1,353)

Payments to acquire property, plant & equipment

(11)

-

Payments to acquire available for sale investments

(385)

-

Net cash outflow from in investing activities

(372)

(1,215)

Cash flows from financing activities

Issue of ordinary share capital

2,855

4,548

Share issue costs

(89)

(133)

Net cash inflow from financing activities

2,766

4,415

Net increase in cash and cash equivalents

1,351

2,881

Cash and cash equivalents at beginning of period

2,888

-

Exchange gain on cash and cash equivalents

26

7

Cash and cash equivalents at end of period

18

4,265

2,888

For the year ended 31 October 2009

For the period ended 31 October 2008

Notes

£ 000's

£ 000's

Cash flows from operating activities

Operating Loss

(501)

(648)

(Increase) in trade and other receivables

(37)

-

(Decrease)/increase in trade and other payables

(9)

52

Share options expensed

226

249

Foreign exchange loss

4

1

Net cash outflow from operating activities

(317)

(346)

Cash flows from investing activities

Interest Received

23

137

Payments to acquire intangible assets

-

(30)

Payments to acquire available for sale investments

(385)

-

Loans to subsidiaries

(93)

(1,618)

Net cash outflow from iinvesting activities

(455)

(1,511)

Acquisitions and disposals

Payments to acquire subsidiaries

(375)

(1)

Net cash outflow from acquisitions and disposals

(375)

(1)

Cash flows from financing activities

Issue of ordinary share capital

2,855

4,548

Share issue costs

(89)

(133)

Net cash inflow from financing activities

2,766

4,415

Net increase in cash and cash equivalents

1,619

2,557

Cash and cash equivalents at beginning of period

2,541

-

Exchange gain on cash and cash equivalents

(4)

(16)

Cash and cash equivalents at end of period

18

4,156

2,541

Called up share capital

Share premium reserve

Foreign currency translation reserve

Share based payment reserve

Retained earnings

Total equity

Group

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at 22 June 2007

-

-

-

-

-

-

Loss for the period

-

-

-

-

(1,414)

(1,414)

Currency translation differences

-

-

3

-

-

3

Total recognised income and expense

-

-

3

-

(1,414)

(1,411)

Share capital issued

-

4,563

-

-

-

4,563

Cost of share issue

-

(183)

-

-

-

(183)

Share based payments

-

-

-

285

-

285

As at 31 October 2008

-

4,380

3

285

(1,414)

3,254

Loss for the period

-

-

-

-

(1,408)

(1,408)

Currency translation differences

-

-

31

-

-

31

Total recognised income and expense

-

-

31

-

(1,408)

(1,377)

Share capital issued

-

3,318

-

-

-

3,318

Cost of share issue

-

(97)

-

-

-

(97)

Share based payments

-

-

-

234

-

234

As at 31 October 2009

-

7,601

34

519

(2,822)

5,332

Called up share capital

Share premium reserve

Share based payment reserve

Retained earnings

Total equity

Company

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at 22 June 2007

-

-

-

-

-

Loss for the period

-

-

-

(511)

(511)

Total recognised income and expense

-

-

-

(511)

(511)

Share capital issued

-

4,563

-

-

4,563

Cost of share issue

-

(183)

-

-

(183)

Share based payments

-

-

285

-

285

As at 31 October 2008

-

4,380

285

(511)

4,154

Loss for the period

-

-

-

(478)

(478)

Total recognised income and expense

-

-

-

(478)

(478)

Share capital issued

-

3,318

-

-

3,318

Cost of share issue

-

(97)

-

-

(97)

Share based payments

-

-

234

-

234

As at 31 October 2009

-

7,601

519

(989)

7,131

Notes to the Financial Statements for the period ended 31 October 2009

1

Summary of Significant Accounting Policies

(a)

Authorisation of financial statements

The Group financial statements of Top Level Domain Holdings Ltd for the year ended 31 October 2009 were authorised for issue by the Board on 13 April 2010 and the balance sheets signed on the Board's behalf by Frederick Krueger and David de Jongh Weill. The Company changed its name from Hecta Media Inc. to Top Level Domain Holdings Limited on 16th April 2009 under the BVI Business Companies Act 2004 with registered number 1412814. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange.

(b)

Statement of compliance with IFRS

The Group's and Company's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The principal accounting policies adopted by the Group and Company are set out below.

New standards and interpretations not applied

IASB and IFRIC have issued the following standards and interpretations with an effective date after the date of these financial statements:

International Accounting Standards (IAS / IFRSs) and (Effective date)

IFRS 1 First time Adoption of International Financial Reporting Standards and Consolidated and Separate Financial Statements (1 January 2009)

IFRS 2 Amendment to IFRS 2 - Vesting Conditions and Cancellations (1 January 2009)

IFRS 3 Business Combinations - revised January 2008 (1 July 2009)

IFRS 8 Operating Segments (1 January 2009)

IAS 1 Presentation of Financial Statements - revised September 2007 (1 January 2009)

IAS 23 Borrowing Costs - revised March 2007 (1 January 2009)

IAS 27 Consolidated and Separate Financial Statements - revised January 2008 (1 July 2009)

IAS 32 Financial Instruments: Disclosure and Presentation and IAS 1 Presentation of Financial Statements (1 January 2009)

Improvements to IFRSs - May 2008 (1 January 2009)

IAS 39 Financial Instruments: Recognition and Measurement (1 January 2009)

The amendment to IFRS 2 restricts the definition of vesting conditions to include only service conditions (requiring a specified period of service to be completed) and performance conditions (requiring the other party to achieve a personal goal or contribute to achieving a corporate target). All other features are not vesting conditions, and whereas a failure to achieve such a condition was previously regarded as a forfeiture (giving rise to a reversal of amounts previously charged to profit) it must be reflected in the grant date fair value of the award and treated as a cancellation, which results in either an acceleration of the expected charge, or a continuation over the remaining vesting period, depending on whether the condition is under the control of the entity or counterparty. The amendment is mandatory for periods beginning on or after 1 January 2009 and the Group is currently assessing its impact on the financial statements, although it is not expected to be material.

(c)

Basis of preparation

The consolidated financial statements have been prepared on the historical cost basis, except for the measurement to fair value of assets and financial instruments as described in the accounting policies below, and on a going concern basis.

The financial report is presented in Sterling and all values are rounded to the nearest thousand pounds (£'000) unless otherwise stated.

(d)

Basis of consolidation

The consolidated financial information incorporates the results of the Company and its subsidiaries (the "Group") using the purchase method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained. Inter-company transactions and balances between Group companies are eliminated in full.

(e)

Business combinations

The acquisition of subsidiaries in a business combination is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 'Non Current Assets Held for Sale and Discontinued Operations', which are recognised and measured at fair value less costs to sell.

Where there is a difference between the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities and the cost of the business combination, any excess cost is recognised in the balance sheet as goodwill and any excess net fair value is recognised immediately in the income statement as negative goodwill on acquisition of subsidiary.

(f)

Revenue recognition

Revenue derived from the parking revenues' are recognised on notification of payment by the relevant website and advertiser. Revenue derived from the sale of domains is recognised when the sale is agreed as per contract terms.

(g)

Foreign currencies

The Company's functional currency is Sterling (£). Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. As at the reporting date the assets and liabilities of these subsidiaries are translated into the presentation currency of Top Level Domain Holdings Ltd, which is Sterling (£), at the rate of exchange ruling at the balance sheet date and their income statements are translated at the average exchange rate for the year. The exchange differences arising on the translation are taken directly to a separate component of equity.

All other differences are taken to the income statement with the exception of differences on foreign currency borrowings, which, to the extent that they are used to finance or provide a hedge against foreign equity investments, are taken directly to reserves to the extent of the exchange difference arising on the net investment in these enterprises. Tax charges or credits that are directly and solely attributable to such exchange differences are also taken to reserves.

(h)

Goodwill and intangible assets

Intangible assets are recorded at cost less eventual amortisation and provision for impairment in value. Goodwill on consolidation is capitalised and shown within fixed assets. Positive goodwill is subject to an annual impairment review, and negative goodwill is immediately written-off to the income statement when it arises.

(i)

Significant accounting judgements, estimates and assumptions

(i) Significant accounting estimates and assumptions

The carrying amounts of certain assets and liabilities are often determined based on estimates and assumptions of future events. The key estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of certain assets and liabilities within the next annual reporting period are:

(ii) Impairment of intangibles with indefinite useful lives

The Group determines whether intangibles with indefinite useful lives are impaired at least on an annual basis. This requires an estimation of the recoverable amount of the cash-generating units to which the intangibles with indefinite useful lives are allocated.

(iii) Share-based payment transactions

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black-Scholes model.

(j)

Finance costs/revenue

Borrowing costs are recognised as an expense when incurred.

Finance revenue is recognised as interest accrues using the effective interest method.

(k)

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(l)

Trade and other receivables

Trade receivables, which generally have 30 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts.

An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

(m)

Financial instruments

The Group's financial instruments, other than its investments, comprise cash and items arising directly from its operation such as trade debtors and trade creditors. The Group has overseas subsidiaries in BVI, and USA whose expenses are denominated in US Dollars. Market price risk is inherent in the Group's activities and is accepted as such.

There is no material difference between the book value and fair value of the Group's cash.

(n)

Deferred taxation

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the tax computations, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case it is also dealt with in equity.

(o)

Property, plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Land is measured at fair value less any impairment losses recognised after the date of revaluation.

Depreciation is provided on all tangible assets to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight-line basis at the following annual rates:

·; Land (including option costs) - Nil

·; Plant and Equipment - between 5% and 25%

All assets are subject to annual impairment reviews.

(p)

Available for sale Investments

Equity investments intended to be held for an indefinite period of time are classified as available-for-sale investments. They are carried at fair value, where this can be reliably measured, with movements in fair value recognised directly in the available-for-sale reserve. Where the fair value cannot be reliably measured, the investment is carried at cost.

Any impairment losses in equity investments classified as available-for-sale investments are recognised in the income statement and are not reversible through the income statement, and are determined with reference to the closing market share price at the balance sheet date. Any subsequent increase in the fair value of the available-for-sale investment above the impaired value will be recognised within the available-for-sale reserve.

Available-for-sale investments are included within non-current assets unless the carrying value is expected to be recovered principally through sale rather than continuing use, in which case they are included within current assets. On disposal, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had previously been recognised directly in reserves is recognised in the income statement.

Income from available for sale investments is accounted for in the income statement on a accruals basis.

(q)

Available for sale investment reserve

This reserve is used to record the post-tax fair value movements in available for sale investments.

(r)

Share based payments reserve

This reserve is used to record the value of equity benefits provided to employees and directors as part of their remuneration and provided to consultants and advisors hired by the Group from time to time as part of the consideration paid.

(s)

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

(t)

Impairment of assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Income Statement unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(u)

Trade and other payables

Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services.

(v)

Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

(w)

Share-based payment transactions

(i) Equity settled transactions:

The Group provides benefits to employees (including senior executives) of the Group in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using a Black-Scholes model.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Top Level Domain Holdings Ltd. (market conditions) if applicable.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting period).

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group's best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share (see Note 9).

 (x)

Earnings per share

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:

• costs of servicing equity (other than dividends) and preference share dividends;

• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

• other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

2

Segmental analysis - Group

For management purposes the Group only operates in 1 business division, that of internet operations. Revenue is received on the basis of parking revenue and domain sales. Therefore the primary segment is that of Geographical location.

The analysis of the operating loss before taxation and the net assets employed by geographical segment of operations is shown below;

By geographical area

2009

BVI/Parent

BVI/USA

Total

£ 000's

£ 000's

£ 000's

Revenue

External sales

13

302

315

Result

Operating (loss)

(501)

(931)

(1,432)

Investment revenue

23

1

24

Loss before & after tax

(1,408)

Other information

Depreciation, amortisation and impairment

-

154

154

Capital additions

-

1,571

1,571

Assets

Segment assets

430

1,721

2,151

Financial assets

37

74

103

Cash

4,265

Consolidated total assets

6,519

Liabilities

Segment liabilities

(1,078)

-

(1,078)

Financial liabilities

(43)

(66)

(109)

Consolidated total liabilities

(1,187)

By geographical area

2008

BVI/Parent

BVI/USA

Total

£ 000's

£ 000's

£ 000's

Revenue

External sales

10

222

232

Result

Operating (loss)

(648)

(904)

(1,552)

Investment revenue

137

1

138

Loss before & after tax

(1,414)

Other information

Depreciation, amortisation and impairment

-

1,019

1,019

Capital additions

45

1,323

1,368

Assets

Segment assets

45

304

349

Financial assets

-

78

78

Cash

2,888

Consolidated total assets

3,315

Liabilities

Segment liabilities

-

-

-

Financial liabilities

(52)

(9)

(61)

Consolidated total liabilities

(61)

3

Operating loss

2009

2009

2008

2008

Group

Company

Group

Company

Operating loss is arrived at after charging:

£ 000's

£ 000's

£ 000's

£ 000's

Auditors' remuneration - audit

20

20

15

15

Auditors' remuneration - non audit services

4

4

3

3

Directors' emoluments - fees and salaries

68

68

94

94

Directors' emoluments - share based payments

226

226

212

212

Foreign exchange (gain)/loss

(14)

4

(18)

1

4

Employee information - Group

2009

2008

Staff Costs comprised:

£ 000's

£ 000's

Wages and salaries

379

37

Average Number of employees

Number

Number

Administration

6

2

6

2

5

Directors' emoluments

Group

2009

2008

£ 000's

£ 000's

Directors' remuneration

294

306

2009

Directors Fees

Consultancy Fees

Shares &

Options

Total

£ 000's

£ 000's

£ 000's

£ 000's

Executive Directors

Frederick Krueger

-

-

56

56

David de Jongh Weill

44

-

51

95

Antony Van Covering (#)

-

-

7

7

Non-Executive Directors

Clark Landry

-

-

56

56

Guy Elliott

12

-

34

46

Michael Mendelson

12

-

22

34

68

-

226

294

2008

Directors Fees

Consultancy Fees

Shares &

Options

Total

£ 000's

£ 000's

£ 000's

£ 000's

Executive Directors

Frederick Krueger (#)

12

-

56

68

Clark Landry (#)

48

-

56

104

David de Jongh Weill (#)

12

-

45

57

Non-Executive Directors

Guy Elliott

11

-

33

44

Michael Mendelson (#)

11

-

22

33

94

-

212

306

(#): These Directors were not employed during the full financial period.

No pension benefits are provided for any Director.

6

Finance revenue

2009

Group

2009

Company

2008

Group

2008

Company

£ 000's

£ 000's

£ 000's

£ 000's

Bank interest receivable

24

23

138

137

7

Taxation

2009

2008

Analysis of charge in period

£ 000's

£ 000's

Tax on ordinary activities

-

-

No taxation has been provided due to losses in the year.

The British Virgin Islands under the IBC imposes no corporate taxes or capital gains. However, the Company as a group may be liable for taxes in the jurisdictions where it is operating and developing websites/domains.

In USA, the Company provides for income taxes on the basis of its income for financial reporting purposes, adjusted for items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the tax authorities. There is under California tax legislation an $800 minimum tax payable, and further tax due on income over $250,000.

No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered. No deferred tax liability has been recognised as a result of the losses in the period.

8

Dividends

No dividends were paid or proposed by the Directors. (2008 £Nil)

9

Loss per share

The calculation of loss per share is based on the loss after taxation divided by the weighted average number of share in issue during the period:

2009

2008

Net loss after taxation (£000's)

(1,408)

(1,414)

Weighted average number of ordinary shares used in calculating basic loss per share (millions)

193.16

120.28

Basic loss per share (expressed in pence)

(0.73)

(1.18)

Diluted loss per share (expressed in pence)

(0.73)

(1.18)

As inclusion of the potential ordinary shares would result in a decrease in the loss per share they are considered to be anti-dilutive, as such, a diluted earnings per share is not included.

10

Intangible assets

Group

Company

£ 000's

£ 000's

Cost

At 1 November 2008

1,368

45

Additions

1,560

As at 31 October 2009

2,928

45

Amortisation and Impairment

At 1 November 2008

1,019

-

Impairment charge for the period

154

-

At 31 October 2009

1,173

-

Net book value

At 31 October 2009

1,755

45

At 31 October 2008

349

45

The cost is analysed as follows;

£ 000's

£ 000's

Goodwill

1,560

-

Domain names

150

-

Websites

45

45

1,755

45

Impairment Review

At 31 October 2009, the Directors have carried out an impairment review and have consequently written down the value of the group's domain portfolio. The Directors are of the opinion the carrying value of the domains is now stated at a fair value, which will be subject to an ongoing review as the Group's strategy develops in the future.

The directors have based the review and the revised carrying value of the domain portfolio on current market conditions, and through an assessment of future potential disposal values.

11

Tangible assets - Property, plant & equipment

Group

£ 000's

Cost

At 1 November 2008

-

Additions

11

As at 31 October 2009

11

Depreciation and Impairment

At 1 November 2008

-

Impairment charge for the period

-

At 31 October 2009

-

Net book value

At 31 October 2009

11

At 31 October 2008

-

Impairment Review

At 31 October 2009, the Directors have carried out an impairment review and concluded no impairment provision is currently required.

12

Investment in subsidiaries

2009

2008