Interim Results and Nomad & B

RNS Number : 6167W

Socialgo plc

23 November 2010

 

RNS Release

23 November 2010

SocialGO plc (the 'Company')

Interim Results and Nomad & Broker Appointment

The Board of Directors of SocialGO plc ('SocialGO' or the 'Company'), the developer and provider of software which allows groups to build their own on-line social networks, is pleased to report today its consolidated financial results for the six months ended 30 September 2010.

Highlights:

·    Revenues have increased by 480% over the comparable period in the prior year;

·    Gross Profit of £183,000 was reported for the period against a gross loss of £71,000 for the prior year;

·    SocialGO version 2 to be launched as a beta release in Quarter 1, 2011;

·    Fund raising of £500,000 for the period in the form of the issuance of Ordinary Shares in the Company;

·    Dominic Wheatley appointed Executive Chairman of the Board of Directors;

·    Alex Halliday appointed Chief Executive Officer and Steve Hardman appointed Chief Operating Officer;

·    Canaccord Genuity Limited appointed as Company NOMAD and Broker.

Commenting, Dominic Wheatley, Executive Chairman, said: "The first six months of the year has seen the Company continue to focus on the roll-out of the SocialGO™ 'Software as a Service' platform.  This has been achieved through the further development of the product software, increased customer support services and additional back office resources as well as developing its sales and marketing initiatives to enhance distribution channels to market.

"The SocialGO™ platform has moved on from its initial audience of 'early adopters' and is now firmly in the sphere of the 'early majority' as the market matures and opportunities to leverage social networking in digital media become more apparent.  Our initial expectations, that the platform would expand from its early market of niche special interest groups to achieve acceptance as part of the media presence of large established organisations, have been met as the number of customers who represent the latter market has increased as a percentage of the overall customer base. Whilst we remain cautious in our approach to the market, these trends all point to a transformation in the nature of our customers and their demands, and we are looking to capitalise on this trend with the development of SocialGO Version 2, which is due for beta release in the first quarter of 2011."

Enquiries

SocialGO Plc:                                        Dominic Wheatley, 0845 299 7289

Yellow Jersey PR Limited:                     Dominic Barretto, 020 8980 3545

Canaccord Genuity Limited:                   Mark Williams, 020 7050 6500

SocialGO plc

Chairman's Statement

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Introduction

The first six months of the year has seen the Company continue to focus on the roll-out of the SocialGO™ 'Software as a Service' platform.  This has been achieved through the further development of the product software, increased customer support services and additional back office resources as well as the continued roll-out of sales and marketing initiatives to enhance distribution channels to market.

This focus has seen revenues increase significantly in comparison to the same period for the prior year as the customer base expanded and average revenue per user increased as new value added services were introduced.

There has been an increase in costs related to development of the software, and salaries related to support services. However, I am pleased to be able to report that the Company has maintained a firm control over costs.

Financial Review

Revenue for the period was £418,000 (2009 H1: £87,000) and relates entirely to SocialGO™. 

The Company reported a gross profit of £183,000 for the period (2009 H1 gross loss: £71,000) with a loss from operations of £661,000 (2009 H1 loss: £716,000), with research & development costs at £82,000 (2009 H1:  £133,000) and other administrative expenses at £762,000 (2009 H1: £512,000).

Amortisation of capitalised development and the share based payment charge account for a large portion of the increase reflected in the above overheads. All overhead expenditure continues to be closely monitored in order to ensure that cash resources are effectively and efficiently managed to maximise the benefit delivered to the business.

The Company had cash deposits of £28,000 (2009 H1: £830,000) at the Balance Sheet date.

Financing

As reported in the Annual Report, the Company raised £500,000 on 16 June 2010 by the issuing of 40,000,000 new Ordinary 1p Shares at 1.25p per share with one warrant, exercisable at 1.5p per share, for every four shares subscribed.

Post the period end 16,000,000 new Ordinary 1p Shares were issued at 1.25p per share on 3 November 2010 as a draw down against the £500,000 Underwriting Facility provided to the Company by Bentworth Holdings Limited, trading as Veddis Ventures, raising £200,000.

SocialGO™

The software and its hosting platform are proving to be robust with stability at industry best practice levels.  I am pleased with the quality of the service being offered and with the additional value added features that have been introduced to make the social networking experience more interactive and rewarding for the network owner and network members.

The SocialGO™ platform has penetrated into many different communities and businesses stretching from large media organisations, political campaigners and branded apparel companies to small special interest groups as the benefits of social media in the digital market place become apparent. This diversity of application of the platform goes to demonstrate the flexibility of the product and the extent of uses to which it can be put.

SocialGO plc

Chairman's Statement (Continued)

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Prospects and Strategy

The SocialGO™ platform has moved on from its initial audience of 'early adopters' and is now firmly in the sphere of the 'early majority' as the market matures and opportunities to leverage social networking in digital media become more apparent.  Our initial expectations, that the platform would expand from its early market of niche special interest groups to achieve acceptance as part of the media presence of large established organisations, have been met with the number of customers who represent the latter market increasing as a percentage of the overall customer base. Whilst we remain cautious in our approach to the market, these trends all point to a transformation in the nature of our customers and their demands and we are looking to capitalise on this trend with the development of SocialGO Version 2, which is due for beta release in the first quarter of 2011.

The Directors continually monitor the Company's financial position and have prepared the financial statements on a going concern basis having given consideration to forecast sales and the marketability of SocialGO™ for the period to 31 December 2011, as highlighted in note 1.

Management Team and Board of Directors

As the SocialGO™ platform grows and matures so does the need for the management team to align their roles with the priorities that exist within the business in order to ensure the effective and efficient management of the business and its resources.  On this basis various changes have been made within the Management Team with Dominic Wheatley being appointed the Executive Chairman of the Board of Directors and Ian Livingstone taking a Non-Executive Director role.  Alex Halliday has been appointed Chief Executive Officer and Steve Hardman takes on the role of Chief Operating Officer. 

Post Balance Sheet Events

On 3 November 2010 the Company announced the issue of 16,000,000 new Ordinary Shares at the subscription price of 1.25 pence per share and on 19 November issued 4,000,000 new Ordinary Shares at a price of 1.25p to Canaccord Genuity Limited in settlement of annual broker fees.  Application has been made for the 4,000,000 Ordinary Shares to be admitted to trading on AIM and dealings are expected to commence on 25 November 2010. Following the issue of these shares, the Company will have 382,582,995 Ordinary Shares in issue.

The Company has appointed Canaccord Genuity Limited as NOMAD and Broker with effect from 23 November 2010 as part of the evolution of the business

Summary

SocialGO has delivered a consistent growth in revenues and customer numbers over the past 6 months, nonetheless our efforts to grow and develop the market for social networking products and tools continue as we strive to deliver profitable results for the business along with cash positive operations.

Finally, I would like to thank all employees for their continuing hard work and dedication during the period.

Dominic Wheatley

Chairman   

23 November 2010

SocialGO plc

Operational and financial review

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Unaudited interim results for the 6 months ended 30 September 2010 and future product portfolio

SocialGO plc launched the following products in the six month period to 30 September 2010:

·     SocialGO™ - Social Network Maker UK boxed version

·     SocialGO™ - Social Network Maker US boxed version

The following product is scheduled for release in 2011:

·     SocialGO™ - version 2

Development model

During the period to 30 September 2010 we continued to retain the core management and technical skills in house. Having acquired CommonWorld Ltd in December 2007 and Get On With It Limited in January 2010 the Company acquired the core IP for SocialGO™ and brought previously sub-contracted development teams in house.

Strategy for the future

As described in the Chairman's statement the Company is at present focusing its resources on the further development of the SocialGO™ service and expanding the customer base through additional marketing and sales initiatives.

Results for operations

The Company made loss from operations of £661,000 (2009 H1: £716,000).

Research and development and other administrative expenses were the main components of the loss on ordinary activities during the six months to 30 September 2010.

Revenue, £418,000 (2009 H1: £87,000) and cost of sales, £235,000 (2009 H1: £158,000)

Revenue for the year consists of sales from SocialGO™ and ancillary products, such as widgets and themes. 

Cost of sales includes £112,000 of SocialGO™ server costs, £94,000 SocialGO™ sales and support staff, £20,000 transaction costs and £9,000 third party and affiliate commission costs.

Gross profit, £183,000 (2009 H1 loss: £71,000)

The overall gross loss for the period of £183,000 relates entirely to SocialGO™.

SocialGO plc

Operational and financial review (Continued)

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Administrative expenses

Administrative expenses for the six months ended 30 September 2010 are the main component of the loss on ordinary activities during the period.  Administrative expenses are in line with expectation and are analysed into two categories:

Research & Development, £82,000 (2009 H1: £133,000)

All research and development expenditure was charged to the statement of comprehensive income as incurred until the required criteria for capitalisation were met in February 2009 in accordance with the accounting policy in note 1 to the financial statements.  From this point, development costs relating to the enhancement of SocialGO™, under discretely identifiable projects, have been capitalised. Capitalised development costs for the six months ended 30 September 2010 total £216,000 (2009 H1: £164,000) and are not included in the above figure.

Other administrative expenditure, £762,000 (2009 H1: £512,000)

Other administrative costs comprise all the costs of running the Company's operating and corporate functions.  This includes the staff, contractors and agencies together with associated costs employed in sales, marketing, PR, design, project management, production, IT, quality assurance, finance and legal. There was no impairment of IP or of goodwill in the period (2009 H1: Nil).

The main component of general and administrative expenditure relates to human resources, with costs for the period totalling £319,000 (2009 H1: £134,000). This includes a share based payment charge of £120,000 (2009 H1: £20,000). £51,000 (2009 H1: £5,000) of this related to director share options, £42,000 (2009 H1: £2,000) related to employee share options, and £27,000 (2009 H1: £13,000) related to contractor share options.

Marketing costs were £188,000 (2009 H1: £231,000) in the period.  These costs primarily relate to PPC spend for SocialGO™. External agencies and contractors have been used to assist in marketing and PR roles.  

Also included in other administrative expenses is depreciation and amortisation of £96,000 (2009 H1: £55,000), of this £41,000 (2009 H1: £41,000) related to the amortisation of IP and £53,000 (2009 H1: £12,000) related to the amortisation of capitalised development costs.

Taxation

No tax charge arises on the loss for the financial period (2009 H1: Nil). At 30 September 2010 the Company has approximately £16 million (2009 H1: £14.5 million) of losses available to carry forward to set against future taxable profits, subject to agreement with the UK and USA tax authorities.

Loss per share

Basic and diluted loss per share of 0.2p (2009 H1 loss: 0.3p) has decreased principally due to the reduced loss from operations along with the issuing of new shares during H2 of 2009/20 and H1 of the current year.

Acquired intangible assets and amortisation

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 statement of comprehensive income. The significant intangibles recognised by the Company, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are discussed in note 1.

SocialGO plc

Operational and financial review (Continued)

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Risks and uncertainties

The principal risks to the business are:

·     The Company's ability to market and sell SocialGO™;

·     Ensuring that products keep abreast of technological developments and that SocialGO™ remains a brand of choice in its market place;

·     Ensuring the Company has adequate cash resources to enable it to build the SocialGO™ product and brand and hence capitalise on the opportunities within its market place;

·     The retention of key staff members who are considered critical to the continued development of SocialGO™;

·     That all the intellectual property owned by the Company is properly and thoroughly protected.

These risks are addressed by:

·     The Company has retained sales marketing and PR consultants to maximise opportunities for SocialGO™;

·     The Company monitors comparable products and attend conferences and workshops applicable to the sector to keep abreast of technological developments;

·     The Company's Board of Directors closely monitors cash flow forecasts over the medium term.  In the short term, management pay due consideration to the raising of additional funds at appropriate times with a view to maintaining growth and progressing the business to a position of cash generation;

·     The Company offers share options to ensure that staff members are suitably incentivised;

·     The Company uses a TM attorney to protect the SocialGO™ brand.

During the period, the Company's financial instruments, comprised cash and various items such as trade debtors and creditors that arise directly from operations.  The main purpose of these financial instruments is to finance the Company's operations.  The Company's policy is, and was throughout the period under review, not to trade in financial instruments.  The main risk arising from the Company's financial instruments are liquidity risk and foreign currency risk.  The Board reviews and agrees policies for managing each of these risks on a regular basis.

With reference to detailed cash flow forecasts the Company continually monitors the operational working capital requirements of the business.  The Company continues to assess appropriate financing opportunities based on future business plans and working capital requirements.

SocialGO plc

Operational and financial review (Continued)

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Working Capital

The Company's operational cash position has been reduced by the continued investment in research and development during the period together with operational overheads. At 30 September 2010, the Company had cash of £28,000 (2009 H1; £830,000). Net assets have decreased from £1,433,000 at 31 March 2010 to £1,384,000 as at 30 September 2010 (2009 H1; £979,000). This is in line with Company forecasts.

During the period, 40,000,000 shares at 1.25p and 10,000,000 associated warrants were issued on June 16 2010, raising £500,000 before expenses.

Post the period-end, the Company issued 16,000,000 shares at 1.25p, raising £200,000 before expenses and on 19 November 2010 issued 4,000,000 new Ordinary Shares at a price of 1.25p to Canaccord Genuity Limited in settlement of annual broker fees.

The board continues to monitor the organisation's general overheads to make savings where appropriate and constantly seeks cost efficiencies as appropriate given the current level of cash resources.

Brett Morris

Finance Director

23 November 2010

SocialGO plc

Consolidated condensed statement of comprehensive income for the six month period ended 30 September 2010

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Note	6 months ended 30 September 2010 (unaudited) £'000	6 months ended 30 September 2009 (unaudited) £'000	12 months ended 31 March 2010 (audited) £'000
Revenue                                                    2	418	87	369
Cost of sales	(235)	(158)	(393)
	_______	_______	_______
Gross profit/(loss)	183	(71)	(24)
Research and development costs	(82)	(133)	(260)
Administrative expenses - other	(762)	(512)	(1,241)
Total administrative expenses	(844)	(645)	(1,501)
	_______	_______	_______
Loss from operations	(661)	(716)	(1,525)
Finance income	-	-	1
	_______	_______	_______
Loss before and after tax and total comprehensive income for the financial period	(661)	(716)	(1,524)
	_______	_______	_______
Loss per share
Basic and diluted                                         3	(0.2)p	(0.3)p	(0.6)p
	_______	_______	_______

The notes on pages 13 to 20 form part of these financial statements.

SocialGO plc

Consolidated condensed statement of changes in equity for the period ended 30 September 2010

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Unaudited	Share capital	Share premium	Merger reserve	Retained deficit	Shares to be issued	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
31 March 2009	4,098	10,137	(136)	(14,051)	-	48
Share based payment charge	-	-	-	20	-	20
Issue of shares and warrants - private placings	1,352	338	-	-	-	1,690
Share issue costs	-	(63)	-	-	-	(63)
Loss before and after tax and total comprehensive income	-	-	-	(716)	-	(716)
30 September 2009	5,450	10,412	(136)	(14,747)	-	979

Unaudited	Share capital	Share premium	Merger reserve	Retained deficit	Shares to be issued	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
30 September 2009	5,450	10,412	(136)	(14,747)	-	979
Share based payment charge	-	-	-	65	-	65
Issue of shares- private placing	400	78	-	22	-	500
Share issue costs	-	(20)	-	-	-	(20)
Issue of shares and warrants - acquisition of Get On With It Ltd	117	-	18	314	268	717
Loss before and after tax and total comprehensive income	-	-	-	(808)	-	(808)
31 March 2010	5,967	10,470	(118)	(15,154)	268	1,433

The notes on pages 13 to 20 form part of these financial statements.

SocialGO plc

Consolidated condensed statement of changes in equity for the period ended 30 September 2010

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Unaudited	Share capital	Share premium	Merger reserve	Retained deficit	Shares to be issued	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
31 March 2010	5,967	10,470	(118)	(15,154)	268	1,433
Share based payment charge	-	-	-	120	-	120
Issue of shares and warrants - private placings	400	23	-	77	-	500
Share issue costs	-	(8)	-	-	-	(8)
Loss before and after tax and total comprehensive income	-	-	-	(661)	-	(661)
30 September 2010	6,367	10,485	(118)	(15,618)	268	1,384

The notes on pages 13 to 20 form part of these financial statements.

SocialGO plc

Consolidated condensed statement of financial position as at 30 September 2010

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Note	Group 30 September 2010 (unaudited) £'000	Group 30 September 2009 (unaudited) £'000	Group 31 March 2010 (audited) £'000
Assets
Non-current assets
Property, plant and equipment	19	2	24
Intangible assets                                       4	1,497	535	1,375
	_______	_______	_______
Total non-current assets	1,516	537	1,399
	_______	_______	_______
Current assets
Trade and other receivables	112	24	95
Tax asset	21	48	82
Cash and cash equivalents	28	830	204
	_______	_______	_______
Total current assets	161	902	381
	_______	_______	_______
Total assets	1,677	1,437	1,780
Liabilities
Current liabilities
Trade and other payables	(157)	(246)	(197)
Tax liabilities	(47)	(35)	(38)
Accruals and deferred income	(89)	(179)	(112)
	_______	_______	_______
Total liabilities	(293)	(460)	(347)
	_______	_______	_______
Total net assets	1,384	979	1,433
	_______	_______	_______
Capital and reserves attributable to equity shareholders
Share capital                                           5	6,367	5,450	5,967
Share premium	10,485	10,412	10,470
Merger reserve	(118)	(136)	(118)
Retained deficit	(15,618)	(14,747)	(15,154)
Shares to be issued	268	-	268
	_______	_______	_______
Total equity	1,384	979	1,433
	_______	_______	_______

The interim unaudited balance sheet was approved by the Board and authorised for issue on 23 November 2010.

Brett Morris

Director

The notes on pages 13 to 20 form part of these financial statements.

SocialGO plc

Consolidated condensed statement of cash flows for the six month period ended 30 September 2010

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	6 months ended 30 September 2010 (unaudited) £'000	6 months ended 30 September 2009 (unaudited) £'000	12 months ended 31 March 2010 (audited) £'000
Cash flows from operating activities
Loss before tax	(661)	(716)	(1,524)
Share based payments	120	20	85
Depreciation on property plant and equipment	2	2	3
Amortisation of intangible assets	94	53	128
Finance income	-	-	(1)
	_______	_______	_______
Cash used in operating activities before	(445)	(641)	(1,309)
changes in working capital and provisions
(Increase)/Decrease in trade and other receivables	45	(11)	(133)
(Decrease)/Increase in trade and other payables	(52)	(65)	(161)
	_______	_______	_______
Cash used in operations	(452)	(717)	(1,603)
Investing activities
Purchase of property, plant and equipment	-	-	(6)
Capitalised development costs	(216)	(164)	(382)
Cash acquired on business acquisition	-	-	3
Finance income	-	-	1
	_______	_______	_______
Net cash (used in)/from investing activities	(216)	(164)	(384)
Financing activities
Proceeds from issue of new share capital	500	1,690	2,190
Costs of issue of new share capital	(8)	(63)	(83)
	_______	_______	_______
Net cash from financing activities	492	1,627	2,107
Net (decrease)/increase in cash and cash equivalents	(176)	746	120
Cash and cash equivalents at start of period	204	84	84
	_______	_______	_______
Cash and cash equivalents at end of period	28	830	204
	_______	_______	_______

SocialGO plc

Notes forming part of the interim financial information for the period ended 30 September 2010

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1        Accounting Policies                                                                                                 

The Company is a public company incorporated and domiciled in the United Kingdom.

Basis of preparation

The financial information in these interim results has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively Adopted IFRSs). The financial information for the six months ended 30 September 2010 and the six months ended 30 September 2009 is unaudited and unreviewed. The comparative financial information for the full year ended 31 March 2010 does not constitute the Company's statutory financial statements for that period although it has been derived from the statutory financial statement for the year then ended. A copy of those statutory financial statements has been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The principal accounting policies used in preparing the interim results are those the Company expects to apply in its financial statement for the year ending 31 March 2011 and are unchanged from those disclosed in the Company's Report and Financial Statements for the year ended 31 March 2010. 

Going concern

The Board continually monitors the financial position of the Company, taking into account the latest cash flow forecasts and the ability of the Company to generate cash.

Subsequent to the period end, the Company has raised additional funds through a private placing of £200,000. 

The Board has prepared the interim results and financial information on a going concern basis having given consideration to forecast sales and the marketability of SocialGO™ for the period to 31 December 2011.  

Having reviewed the level of paid subscription taken up since commercial launch, the Board believe its most recent sales forecasts, which incorporate continued growth in paid subscriptions to SocialGO™, to be achievable.  However, given that SocialGO™ represents a new product in a relatively new market, there remains an inherent uncertainty in the level of growth that will actually be achieved.  The Board are confident that any shortfall in forecast growth in revenues, were this to happen, could be sufficiently mitigated by a reduction in the Company's cost base to ensure that the Company will have sufficient working capital to operate as a going concern for the foreseeable future.

The Board therefore believe that it is appropriate to draw up the interim results and financial information on a going concern basis.

SocialGO plc

Notes forming part of the financial statements for the period ended 30 September 2010 (Continued)

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1        Accounting Policies (Continued)                                                                             

Internally generated intangible assets (research and development costs)

Expenditure on internally developed products is capitalised if it is demonstrated that:

· it is technically feasible to develop the product for it to be sold;

· adequate resources are available to complete the development;

· there is an intention to complete and sell the product;

· the Company is able to sell the product;

· sale of the product will generate future economic benefits; and

· expenditure on the project can be measured reliably.

Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the consolidated statement of comprehensive income as incurred.

Capitalised development costs are amortised on a straight-line basis. The amortisation expense is included within administrative expenses in the consolidated statement of comprehensive income.

Impairment of Intangible Assets

Impairment tests on goodwill and assets in the course of construction are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.  Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.  Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset's cash-generating unit (i.e. the lowest group of assets in which the asset belongs for which there are separately identifiable cash flows).

Impairment charges are included in the administrative expenses line item in the consolidated statement of comprehensive income.  

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 statement of comprehensive income.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. In accordance with IAS 38 "Intangible assets", only elements whose cost can be determined reliably and for which it is probable that future benefits exist are recorded as non current assets.

Where assets are acquired in transactions that do not meet the IFRS 3 definition of a 'business combination', the assets are treated as acquired at cost, being the fair value of consideration.

SocialGO plc

Notes forming part of the financial statements for the period ended 30 September 2010 (Continued)

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1        Accounting Policies (Continued)                                                                             

Externally acquired intangible assets (Continued)

The significant intangibles recognised by the Company, 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             

ASIC Intellectual property rights             3 years                                               

SocialGO™ Intellectual property rights    5 years                                               

Goodwill                                                Annual impairment reviews      

2        Segmental information                                                                                             

The Company's operations are structured to focus on the development and sale of SocialGO^TM networks. The Company's activities are operated through a common infrastructure and support functions and therefore, in the opinion of the Directors, its activities constitute one operating segment through which it provides services.

The Company operates in four main geographic areas:

Revenue

	6 months ended 30 September 2010 (unaudited)	6 months ended 30 September 2009 (unaudited)	12 months to  31 March 2010  (audited)
United Kingdom	77	15	58
United States of America	243	45	207
EU	27	10	32
Other	71	17	72
	_______	_______	_______
Revenue	418	87	369
	_______	_______	_______

All the Company's assets are UK based.

SocialGO plc

Notes forming part of the financial statements for the period ended 30 September 2010 (Continued)

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3        Loss per share

        Loss per share has been calculated using the following:

	6 months ended 30 September 2010 (unaudited)	6 months ended 30 September 2009 (unaudited)	12 months to  31 March 2010  (audited)
Loss after taxation for the period (£'000)	661	716	1,524
Weighted average number of shares ('000s)	345,971	205,337	249,219
	_______	_______	_______
Basic and diluted loss per share	(0.2)p	(0.3)p	(0.6)p
	_______	_______	_______

Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods.  The weighted average number of equity shares in issue, is 345,970,973 (2009 H1: 205,336,656) and the earnings, being loss after tax is £661,000 (2009 H1: £716,000 loss). There are no potentially dilutive shares in issue. Share options totalling 60,997,383 (2010: 54,284,103, 2009 H1: 9,193,105) have not been included in the calculation of diluted loss per share because they are anti-dilutive for the periods presented.

During the period ended 30 September 2010, the Company raised £500,000 from the issue of 40,000,000 new Ordinary 1p shares at 1.25p per share. The 16,000,000 shares issued since the balance sheet date would not significantly alter the basic and diluted EPS calculations had the transaction occurred before the period end.

The company has outstanding issued warrants to subscribe for 540,541 10p ordinary shares at £1.50 per share, 250,000 10p ordinary shares at £2.50 per share, 35,380,000 1p ordinary shares at 5p per share, 44,515,873 1p ordinary shares at 1.25p per share and 10,000,000 1p ordinary shares at 1.5p per share (2009 H1: 540,541 10p ordinary shares at £1.50 per share, 250,000 10p ordinary shares at £2.50 per share and 35,380,000 1p ordinary shares at 5p per share). These outstanding warrants are considered to be anti-dilutive.

SocialGO plc

Notes forming part of the financial statements for the period ended 30 September 2010 (Continued)

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4        Intangible assets

	Goodwill on consolidation	Capitalised development	Intellectual property	Total
	£'000	£'000	£'000	£'000

        Cost

Balance at 1 April 2009	832	23	635	1,490
Additions	-	164	-	164
	-----------------------------	----------------------------------	-----------------------------	----------------------------------
Balance at 30 September 2009	832	187	635	1,654
Additions	697	218	-	915
	-----------------------------	----------------------------------	-----------------------------	----------------------------------
Balance at 31 March 2010	1,529	405	635	2,569
Additions	-	216	-	216
	-----------------------------	----------------------------------	-----------------------------	----------------------------------
Balance at 30 September 2010	1,529	621	635	2,785
	=============================	=============================	========================	==================================

        Amortisation and impairment

Balance at 1st April 2009	832	-	234	1,066
Provision for period	-	12	41	53
	-----------------------------	-----------------------------	-----------------------------	----------------------------------
Balance at 30 September 2009	832	12	275	1,119
Provision for period	-	33	42	75
	-----------------------------	-----------------------------	-----------------------------	----------------------------------
Balance at 31 March 2010	832	45	317	1,194
Provision for period	-	53	41	94
	-----------------------------	-----------------------------	-----------------------------	----------------------------------
Balance at 30 September 2010	832	98	358	1,288
	=============================	=============================	========================	==================================

        Net book value

At 30 September 2009	-	175	360	535
	=============================	=============================	========================	==================================
At 31 March 2010	697	360	318	1,375
	=============================	=============================	========================	==================================
At 30 September 2010	697	523	277	1,497
	=============================	=============================	========================	==================================

The carrying value of goodwill has been supported by reference to the Company's detailed 3 year cash flow forecasts that suggest that the carrying value of these assets is not impaired. The Company's forecasts are based on revenue growth rates and a reasonably predictable cost base that management believe are reasonably achievable and have been achieved in the period subsequent to the balance sheet date.

SocialGO plc

Notes forming part of the financial statements for the period ended 30 September 2010 (Continued)

__________________________________________________________________________________________

5        Share capital

On 16 June 2010, the Company raised £500,000 from the issue of 40,000,000 new Ordinary 1p shares at 1.25p per share with one warrant, exercisable at 1.5p per share, for every four shares subscribed.

As announced on 3 November 2010, the Company raised £200,000 after the balance sheet date from the issue of 16,000,000 new Ordinary 1p shares at 1.25p per share.

On 19 November 2010, the Company issued 4,000,000 new Ordinary Shares at a price of 1.25p to Canaccord Genuity Limited in settlement of annual broker fees.

	Authorised
	30 September 2010	30 September 2009	31 March 2010	30 September 2010	30 September 2009	31 March 2010
	Number	Number	Number	£'000	£'000	£'000
Ordinary shares of 1p each	500,000,000	500,000,000	500,000,000	5,000	5,000	5,000
Deferred shares of 9p each	30,450,078	30,450,078	30,450,078	2,741	2,741	2,741
				7,741	7,741	7,741
	Allotted, called up and fully paid
	30 September 2010	30 September 2009	31 March 2010	30 September 2010	30 September 2009	31 March 2010
	Number	Number	Number	£'000	£'000	£'000
Ordinary shares of 1p each	362,582,995	270,916,328	322,582,995	3,626	2,709	3,226
Deferred shares of 9p each	30,450,078	30,450,078	30,450,078	2,741	2,741	2,741
				6,367	5,450	5,967

SocialGO plc

Notes forming part of the financial statements for the period ended 30 September 2010 (Continued)

__________________________________________________________________________________________

5        Share capital (Continued)

The movement in share capital was as follows:                                                             

                                                                                                                           Ordinary shares of 1p each

                                                                                                                              Number               £'000

          In issue at 30 September 2009                                                                     270,916,328                2,709

          1p Ordinary Shares issued for 1.25p each - 12 January 2010                          40,000,000                  400

          1p Ordinary Shares issued as consideration - 12 January 2010                        11,666,667                  117

                                                                                                                        __________    __________

          In issue at 31 March 2010                                                                           322,582,995                3,226

          1p Ordinary Shares issued for 1.25p each - 16 June 2010                               40,000,000                  400

                                                                                                                        __________    __________

          In issue at 30 September 2010                                                                     362,582,995                3,626

                                                                                                                        __________    __________

At 30 September 2010, options were outstanding over 60,997,383 shares, (2009 H1: 9,193,105), including options held by directors. The 51,804,278 increase refers to; 34,804,278 share options exercisable at 1.25p per Ordinary Share, granted 12 January 2010; 10,000,000 share options exercisable at 1.5p per Ordinary Share, granted 18 March 2010; 7,000,000 share options exercisable at 1.3p per Ordinary Share, granted 29 April 2010. 23,309,211 of these options were granted to directors, 15,000,000 to Veddis Ventures and the remaining 13,495,067 to employees.

6        Related party transactions

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Company and other related parties are described below.

Alex Halliday and Steve Hardman are directors of SocialGO™ and were among the vendors of Get On With It Limited. Prior to the acquisition in January 2010, Get On With It Ltd had the contract to complete the development of SocialGO™ and provide ongoing development support. £nil (2009 H1: £251,225) was due under this agreement in the period.  At 30 September 2010 and 31 March 2010, £nil (2009: £126,674) was outstanding. Alex Halliday received 5,526,316 warrants and 14,190,789 deferred warrants and Steve Hardman received 4,912,281 warrants and 12,614,035 deferred warrants in the year as part of the consideration for GOWIT. 

During the year to 31 March 2010 the Company entered into a consultancy agreement with Bentworth Holdings Ltd, the consideration for which is 15,000,000 share options, exercisable between 1 and 5 years. The share based payment charge relating to these options in the period to 30 September 2010 was £26,676 (2009 H1: Nil). In a separate agreement, so long as it holds not less than 4 per cent of the issued share capital of the Company, Bentworth Holdings Ltd is entitles to appoint a non-executive director to the Board of SocialGO™, subject to approval by the Board and the Company's nominated adviser. The non-executive director appointed was Vikrant Bhargava. Vikrant Bhargava is the founder of and holds an indirect beneficial interest in Veddis Ventures, which is the trading name of Bentworth Holdings Ltd. At 30 September 2010, Veddis Ventures held 8,252,873 warrants (2009 H1: Nil).

Warrants, including those that are deferred, held by Directors at 30 September 2010, totalled 54,112,368 (2009 H1: 15,368,947), with Alex Halliday holding 22,659,841 (2009 H1: 2,842,736); Dominic Wheatley 8,700,000 (2009: 8,000,000); Ian Livingstone 2,500,000 (2009: 2,000,000); and Steve Hardman 20,252,527 (2009: 2,526,211).

SocialGO plc

Notes forming part of the financial statements for the period ended 30 September 2010 (Continued)

__________________________________________________________________________________________

6        Related party transactions (Continued)

Some costs including US server fees are paid for by Directors, when this occurs Directors are reimbursed via expenses. At 30 September 2010, £7,541 (2009 H1: Nil) was outstanding to Dominic Wheatley and £1,451 (2009 H1: Nil) to Brett Morris.

7        Events after the balance sheet date

After the balance sheet date, on 3 November 2010 the Company announced it had raised £200,000 from the issue of 16,000,000 new Ordinary 1p shares at 1.25p per share and on 19 November 2010 issued 4,000,000 new Ordinary Shares at a price of 1.25p to Canaccord Genuity Limited.

 

END

 

 

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