Audited results for the year ended 31 October 2011

Year Ended 31 October 2011

Year Ended 31 October 2010

Notes

£ 000's

£ 000's

Revenue

54

62

Amortisation & depreciation

10,11

(221)

-

Administrative expenses

(1,492)

(976)

Share options expensed

5, 17

(226)

(33)

Group operating loss

3

(1,885)

(947)

Finance revenue

6

6

6

Loss before taxation

2

(1,879)

(941)

Income tax expense

7

-

-

Retained loss for the period

(1,879)

(941)

Other comprehensive income

Currency translation differences

11

51

Other comprehensive income for the year net of taxation

11

51

Total comprehensive income for the year

(1,868)

(890)

Retained loss for the year attributable to:

Equity holders of the parent

(1,841)

(941)

Non-controlling interests

(38)

-

(1,879)

(941)

Total comprehensive income for the year attributable to:

Equity holders of the parent

(1,868)

(890)

Non-controlling interests

-

-

(1,868)

(890)

Loss per share (pence)

Basic

9

(0.53)

(0.33)

Diluted

9

(0.53)

(0.33)

All of the operations are considered to be continuing.

Year ended 31 October 2011

Year ended 31 October 2010

Notes

£ 000's

£ 000's

Revenue

12

22

Administrative expenses

(573)

(325)

Share options expensed

5, 17

(226)

(33)

Operating loss

3

(787)

(336)

Finance revenue

6

6

6

Loss before taxation

(781)

(330)

Income tax expense

7

-

-

Retained loss after taxation

(781)

(330)

Other comprehensive income

Currency translation differences

1

49

Other comprehensive income for the year net of taxation

1

49

Total comprehensive income for the year

(780)

(281)

All of the operations are considered to be continuing.

31 October 2011

31 October 2010

Note

£ 000's

£ 000's

£ 000's

£ 000's

ASSETS

Non-current assets

Intangible assets

10

1,449

1,605

Tangible assets

11

32

31

Available for sale investments

13

259

385

Total non-current assets

1,740

2,021

Current assets

Cash and cash equivalents

7,074

3,600

Trade and other receivables

14

126

94

Total current assets

7,200

3,694

TOTAL ASSETS

8,940

5,715

LIABILITIES

Current liabilities

Trade and other payables

15

(1,163)

(1,192)

TOTAL LIABILITIES

(1,163)

(1,192)

NET ASSETS

7,777

4,523

EQUITY

Called-up share capital

16

-

-

Share premium

12,520

7,653

Share based payments reserve

17

765

548

Foreign exchange reserve

96

85

Retained earnings

(5,604)

(3,763)

7,777

4,523

Non-controlling interests

-

-

TOTAL EQUITY

7,777

4,523

These financial statements were approved by the Board of Directors on 9 February 2012 and signed on its behalf by:

Frederick Krueger

Antony Van Couvering

Director

Director

31 October 2011

 31 October 2010

Notes

£ 000's

£ 000's

£ 000's

£ 000's

ASSETS

Non-current assets

Intangible assets

10

45

45

Investment in subsidiaries

12

2,070

1,941

Available for sale investments

13

259

385

Trade and other receivables

14

3,296

2,240

Total non-current assets

5,670

4,611

Current assets

Cash and cash equivalents

6,672

3,462

Trade and other receivables

14

39

37

Total Current Assets

6,711

3,499

TOTAL ASSETS

12,381

8,110

LIABILITIES

Current Liabilities

Trade and other payables

15

(1,146)

(1,179)

TOTAL LIABILITIES

(1,146)

(1,179)

NET ASSETS

11,235

6,931

EQUITY

Called-up share capital

16

-

-

Share premium

12,520

7,653

Share based payments reserve

17

765

548

Foreign exchange reserve

50

49

Retained earnings

(2,100)

(1,319)

TOTAL EQUITY

11,235

6,931

These financial statements were approved by the Board of Directors 9 February 2012 and signed on its behalf by:

Frederick Krueger

Antony Van Couvering

Director

Director

For the year ended 31 October 2011

For the year ended 31 October 2010

Notes

£ 000's

£ 000's

Cash flows from operating activities

Operating (loss)

(1,885)

(947)

(Increase)/decrease in trade and other receivables

(35)

9

(Decrease)/increase in trade and other payables

(29)

5

Amortisation charge

213

-

Depreciation

8

7

Other capitalised costs written off

109

-

Share options expensed

226

33

Net cash outflow from operating activities

(1,393)

(893)

Cash flows from investing activities

Interest Received

6

6

Payments to acquire intangible assets

-

-

Receipts from sale of intangible assets

150

Payments to acquire property, plant & equipment

(9)

(27)

Payments to acquire available for sale investments

-

-

Net cash outflow from in investing activities

(3)

129

Cash flows from financing activities

Issue of ordinary share capital

5,116

48

Share issue costs

(257)

-

Net cash inflow from financing activities

4,859

48

Net increase/(decrease) in cash and cash equivalents

3,463

(716)

Cash and cash equivalents at beginning of period

3,600

4,265

Exchange gain on cash and cash equivalents

11

51

Cash and cash equivalents at end of period

18

7,074

3,600

For the year ended 31 October 2011

For the year ended 31 October 2010

Notes

£ 000's

£ 000's

Cash flows from operating activities

Operating (loss)

(787)

(336)

(Increase) in trade and other receivables

(2)

-

(Decrease)/increase in trade and other payables

(33)

58

Share options expensed

226

33

Foreign exchange loss

-

-

Net cash outflow from operating activities

(596)

(245)

Cash flows from investing activities

Interest Received

6

6

Payments to acquire intangible assets

-

-

Payments to acquire available for sale investments

-

-

Loans to subsidiaries

(1,056)

(529)

Net cash outflow from investing activities

(1,050)

(523)

Acquisitions and disposals

Payments to acquire subsidiaries

(2)

(23)

Net cash outflow from acquisitions and disposals

(2)

(23)

Cash flows from financing activities

Issue of ordinary share capital

5,116

48

Share issue costs

(257)

-

Net cash inflow from financing activities

4,859

48

Net increase/(decrease) in cash and cash equivalents

3,211

(743)

Cash and cash equivalents at beginning of period

3,462

4,156

Exchange (loss)/gain on cash and cash equivalents

(1)

49

Cash and cash equivalents at end of period

18

6,672

3,462

Called up share capital

Share premium reserve

Foreign currency translation reserve

Share based payment reserve

Retained earnings

Total

Non-controlling interest

Total equity

Group

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at 1 November 2009

-

7,601

34

519

(2,822)

5,332

-

5,332

Loss for the period

-

-

-

-

(941)

(941)

-

(941)

Currency translation differences

-

-

51

-

-

51

-

51

Total comprehensive income

-

-

51

-

(941)

(890)

-

(890)

Share capital issued

-

48

-

-

-

48

-

48

Cost of share issue

-

-

-

-

-

-

-

-

Share based payments

-

4

-

29

-

33

-

33

As at 31 October 2010

-

7,653

85

548

(3,763)

4,523

-

4,523

Loss for the period

-

-

-

-

(1,841)

(1,841)

(38)

(1,879)

Currency translation differences

-

-

11

-

-

11

-

11

Total comprehensive income

-

-

11

-

(1,841)

(1,830)

(38)

(1,868)

Share capital issued

-

4,970

-

-

-

4,970

-

4,970

Share options & warrants exercised

-

154

-

(9)

-

145

-

145

Cost of share issue

-

(257)

-

-

-

(257)

-

(257)

Share based payments

-

-

-

226

-

226

-

226

Total contributions by and distributions to owners of the Company

-

4,867

-

217

-

5,084

-

5,084

Non-controlling interest arising on business combination

-

-

-

-

-

-

38

38

As at 31 October 2011

-

12,520

96

765

(5,604)

7,777

-

7,777

Called up share capital

Share premium reserve

Share based payment reserve

Foreign exchange reserve

Retained earnings

Total equity

Company

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

£ 000's

As at 1 November 2009

-

7,601

519

-

(989)

7,131

Loss for the period

-

-

-

-

(330)

(330)

Currency translation differences

-

-

-

49

-

49

Total comprehensive income

-

-

-

49

(330)

(281)

Share capital issued

-

48

-

-

-

48

Cost of share issue

-

-

-

-

-

-

Share based payments

-

4

29

-

-

33

As at 31 October 2010

-

7,653

548

49

(1,319)

6,931

Loss for the period

-

-

-

-

(781)

(781)

Currency translation differences

-

-

-

1

-

1

Total comprehensive income

-

-

-

(781)

(780)

Share capital issued

-

4,970

-

-

-

4,970

Share options & warrants exercised

-

154

(9)

-

-

145

Cost of share issue

-

(257)

-

-

-

(257)

Share based payments

-

-

226

-

-

226

As at 31 October 2011

-

12,520

765

50

(2,100)

11,235

Notes to the Financial Statementsfor the year ended 31 October 2011

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 2011 were authorised for issue by the Board on 9 February 2012 and the balance sheets signed on the Board's behalf by Peter Dengate Thrush and David de Jongh Weill. The Company is registered in the British Virgin Islands 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 financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). The Company's financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB).

Future changes in accounting policies

IASB (International Accounting Standards Board) and IFRIC (International Financial Reporting Interpretations Committee) have issued the following standards and interpretations with an effective date after the date of these financial statements:

New/Revised International Financial Reporting Standards (IAS/IFRS)

Effective date

(accounting periods

commencing on or after)

IAS 1 Presentation of Financial Statements*

1 January 2011

IAS 12 Income Taxes - Limited scope amendment (recovery of underlying assets) (December 2010)

1 January 2012

IAS 24 Related Party Disclosures - Revised definition of related parties

1 January 2011

IAS 27 Consolidated and Separate Financial Statements - Reissued as IAS 27 Separate Financial Statements (as amended in May 2011)

1 January 2013

IAS 28 Investments in Associates - Reissued as IAS 28 Investments in Associates and Joint Ventures (as amended in May 2011)

1 January 2013

IAS 34 Interim Financial Reporting*

1 January 2011

IFRS 7 Financial Instruments: Disclosures*

1 January 2011

IFRS 7 Financial Instruments: Disclosures - Amendments enhancing disclosures about transfers of financial assets (October 2010)

1 July 2011

IFRS 9 Financial Instruments - Classification and Measurement

1 January 2013

IFRS 10 Consolidated Financial Statements**

1 January 2013

IFRS 11 Joint Arrangements**

1 January 2013

IFRS 12 Disclosure of Interests in Other Entities**

1 January 2013

IFRS 13 Fair Value Measurement**

1 January 2013

*Amendments resulting from May 2010 Annual Improvements to IFRSs

** Original issue May 2011

(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 acquisition 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

Subsidiaries are all entities (including special purpose entities) over which the group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. The group also assesses existence of control where it does not have more than 50% of the voting power but is able to govern the financial and operating policies by virtue of de-facto control. De-facto control may arise in circumstances where the size of the group's voting rights relative to the size and dispersion of holdings of other shareholders give the group the power to govern the financial and operating policies, etc.

Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition- by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.

Inter-company transactions, balances, income and expenses on transactions between group companies are eliminated. Profits and losses resulting from inter-company transactions that are recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group

(f)

Revenue recognition

Website-based revenues are recognised on notification of payment by the relevant website and advertiser. Consultancy revenues are recognised as they fall due 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 in most cases written off over 10 years, and negative goodwill is immediately written-off to the income statement when it arises.

Externally acquired intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. The amortisation expense is included within the administrative expenses line in the consolidated income statement.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques.

The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:

Intangible asset

Useful economic life

Valuation method

Websites

10 years Estimated

discounted cash flow

(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, Europe, and USA whose expenses are denominated in Euro's and 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:

·; 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.

(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

Segment information is presented in respect of the Group's management and internal reporting structure. As currently the Group only operates in 1 business division that of internet operations that is the main business segment, which also combines the corporate administrative entity.

Segment results, assets and liabilities include items directly attributable to a geographical segment as well as those that can be allocated on a reasonable basis.

By geographical area

2011

BVI/Parent

Europe

USA

Total

£ 000's

£ 000's

£ 000's

£ 000's

Revenue

External sales

12

-

42

54

Result

Operating (loss)

(787)

(91)

(1,007)

(1,885)

Investment revenue

6

-

-

6

Loss before & after tax

(781)

(91)

(1,007)

(1,879)

Other information

Depreciation, amortisation and impairment

-

-

221

221

Capital additions

-

-

9

9

Assets

Segment assets

304

-

1,436

1,740

Financial assets

39

6

81

126

Cash

6,672

267

135

7,074

Consolidated total assets

8,940

Liabilities

Segment liabilities

(1,078)

-

-

(1,078)

Financial liabilities

(68)

-

(17)

(85)

Consolidated total liabilities

(1,163)

Revenue

External sales

22

-

40

62

Result

Operating (loss)

(336)

(64)

(547)

(947)

Investment revenue

6

-

-

6

Loss before & after tax

(330)

(64)

(547)

(941)

Other information

Depreciation, amortisation and impairment

-

-

7

7

Capital additions

-

-

27

27

Assets

Segment assets

430

-

1,591

2,021

Financial assets

37

1

56

94

Cash

3,462

46

92

3,600

Consolidated total assets

5,715

Liabilities

Segment liabilities

(1,078)

-

-

(1,078)

Financial liabilities

(101)

-

(13)

(114)

Consolidated total liabilities

(1,192)

3

Operating loss

2011

2011

2010

2010

Group

Company

Group

Company

Operating loss is arrived at after charging:

£ 000's

£ 000's

£ 000's

£ 000's

Auditors' remuneration - audit

20

20

20

20

Auditors' remuneration - non audit services

-

-

-

-

Directors' emoluments - fees and salaries

446

262

151

151

Directors' emoluments - share based payments

226

226

33

33

Amortisation

213

-

-

-

Depreciation

8

-

7

-

Foreign exchange loss

71

71

1

-

4

Employee information - Group

2011

2010

Staff Costs comprised:

£ 000's

£ 000's

Wages and salaries

121

263

Average Number of employees

Number

Number

Administration

5

6

5

6

5

Directors' emoluments

Group

2011

2010

£ 000's

£ 000's

Directors' remuneration

672

184

2011

Directors Fees

Consultancy Fees

Shares &

Options

Total

£ 000's

£ 000's

£ 000's

£ 000's

Executive Directors

Peter Dengate Thrush (#)

36

115

23

174

Frederick Krueger

92

-

-

92

David de Jongh Weill

60

-

10

70

Antony Van Couvering

103

-

193

296

Guy Elliott

28

-

-

28

Non-Executive Directors

Clark Landry

-

-

-

-

Michael Mendelson

12

-

-

12

331

115

226

672

2010

Directors Fees

Consultancy Fees

Shares &

Options

Total

£ 000's

£ 000's

£ 000's

£ 000's

Executive Directors

Frederick Krueger

-

-

-

-

David de Jongh Weill

60

-

16

76

Antony Van Couvering

67

-

17

84

Non-Executive Directors

Clark Landry

-

-

-

-

Guy Elliott

12

-

-

12

Michael Mendelson

12

-

-

12

151

-

33

184

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

No pension benefits are provided for any Director.

6

Finance revenue

2011

Group

2011

Company

2010

Group

2010

Company

£ 000's

£ 000's

£ 000's

£ 000's

Bank interest receivable

6

6

6

6

7

Taxation

2011

2010

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. (2010 £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:

2011

2010

Net loss after taxation (£000's)

(1,879)

(941)

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

354.35

283.55

Basic loss per share (expressed in pence)

(0.53)

(0.33)

Diluted loss per share (expressed in pence)

(0.53)

(0.33)

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 2010

1,605

45

Additions

57

-

As at 31 October 2011

1,662

45

Amortisation and Impairment

At 1 November 2010

-

-

Amortisation charge

213

-

At 31 October 2011

213

-

Net book value

At 31 October 2011

1,449

45

At 31 October 2010

1,605

45

The cost is analysed as follows;

£ 000's

£ 000's

Goodwill

1,404

-