One Media iP Group plc

One Media Publishing Group PLC

Annual Report & Accounts

For the year ended 31 October 2011

Company No. 05799897

One Media Publishing Group PLC

Company Information

Directors

Michael Anthony Infante JP

Nigel Smethers

Scott Cohen

Roman Poplawski (appointed 1 November 2010)

Secretary

Nigel Smethers

Registered Office

West Props Building

Goldfinger Avenue

Pinewood Studios

Pinewood Road

Iver Heath

Buckinghamshire

SL0 0NH

Corporate Advisors Hybridan LLP

Solicitors

Warnford Court

29 Throgmorton Street

London

EC2N 2AT

Hamlins LLP

Roxburgha House

273-287 Regent Street

London W1B 2AD

Bankers

Barclays Bank Plc

Soho Square

Leicester

Leceistershire

LE87 2BB

Registrars

Share Registrars Ltd

9 Lion and Lamb Yard

Auditors

Farnham

Surrey

GU9 7LL

James Cowper LLP

3 Wesley Gate

Queen's Road

Reading, Berkshire

RG1 4AP

Marriott Harrison

Staple Court

11 Staple Inn Buildings

London WC1V 7QH

One Media Publishing Group PLC

Contents

Executive Chairman's statement

Report of the Directors

Corporate Governance

Independent Auditors' Report

Consolidated Statement of Comprehensive Income

Consolidated Statement of Changes in Equity

Consolidated Statement of Financial Position 

Company Statement of Financial Position 

Consolidated and Company Cash Flow Statement

Principal Accounting Policies

Notes to the Consolidated Financial Statements 

Page

1 - 3

4 - 7

8 - 9

10

11

12

13

14

15

16 - 20

21- 29

 
One Media Publishing Group PLC
Executive Chairman's Statement
For the year ended 31 October 2011

Financial Overview

We have been busy, in what can only be described as an evolutionary time for the music industry. We are pleased to announce a very 
positive list of achievements core to our business activities. We continue to be profitable and debt free.  During the year we acquired 
over fifteen new music catalogues, with more than 20,000 tracks of music contained within, and our first movie catalogue of some 
3000 hours of audio-visual content.

On the 17th November 2010, we reported that the Share buy-back at 0.458 pence of 52.43% (47,909,291 shares) of the Group's 
ordinary shares had been finally completed and cancelled. The Group instigated this after an audit of its shareholder base after the 
collapse of the distressed broker Square Mile Securities.  

On the 1st February 2011, the Group announced that it had appointed Hybridan LLP as its new Plus Corporate Adviser. 

On the 24th June 2011, we announced a maiden interim dividend which will now be the Group's future intention, at appropriate times,  
to enhance and reward shareholders. 

We have achieved all of this whilst increasing turnover to £1,662,516.  This is a year on year increase of 14.3% on the equivalent 
figure of £1,454,320 for 2010. Pre-tax profits are reported at £330,810; up by 32.5% on the £249,731 reported for 2010.

Review of Activities

During the past year the Group acquired a significant number of catalogues. These acquisitions demonstrate the Group's ability to 
work within the cash resources it has to hand and to monetise often-redundant content catalogues. None of the acquisitions 
mentioned below come with “income” and generally the benefits to the Group will be felt in the following 12 to 15 months after 
acquisition as we market all the recordings. 

On the 3rd November 2010, the Group acquired over 120 recordings performed by various artists such as Englebert Humperdinck, 
Dionne Warwick, The Righteous Brothers, Roger Whittaker, Andy Williams, and Barry White.

On the 26th November 2010, we acquired a further 3000 tracks of Film, TV and Karaoke Music themes of which some were due to be 
recorded during the financial year to ensure the group had the latest in Karaoke tunes. The nature of this deal is to provide the Group 
with a new library of music covering popular themes, which perform well within the `digital' and `music synchronisation' markets. 

On the 30th November 2010, the Group revisited a deal it had entered on a royalty sharing basis in January 2010 with Legend World 
Music and bought out their (LGM) share of royalty bearing monies for total consideration of USD$44,000. The digital exploitation deal 
includes the rights to some very early Marvin Gaye, Doobie Brothers, Saxon, Donnie & Marie Osmond, Billy Preston and early 
sessions of Bee Gees which are amongst the 3,500 tracks included in this deal and has already produced enhanced profit for the 
Group.

On the 22nd February 2011, we announced that a deal had been completed with British singing diva Anita Harris. Over 90 songs 
performed by her, from over the last 40 years, were acquired together with an agreement to record a series of children’s (pre-school) 
pantomime stories for digital use. The initial series of children’s stories were recorded and released in December 2011. 

On the 7th March 2011, the board announced that it had approved a share option scheme to its senior management and long serving 
employees. This further demonstrates how committed the Group is to its small dedicated team and to offer them a chance to 
participate in the rewards of the Groups future growth. 

On the 1th April 2011, and not because it was April Fools Day, the Group announced a recording contract with the comedy club chain, 
Jongleurs. Jongleurs are to record performances from its ‘live stand up’ for digital distribution making many hundreds of hours of 
`stand up' comedy available via digital stores.

page 1

One Media Publishing Group PLC
Executive Chairman's Statement (continued)
For the year ended 31 October 2011

Review of Activities continued 

On the 6th April 2011, the Group entered into a licensing arrangement with the owners of GUT, Gusto, Jet Star and Collins Classic’s 
music catalogues. With over 8000 recordings from various artists performing within the catalogue including; Jimmy Somerville, Rick 
Wakeman, Space (featuring eight chart hits including `Female of the Species'), Tears for Fears, Tony Christie, including the hit `Is this 
the way to Amarillo', Booker T & the MGs, The Egg (Walking Away), Thelma Houston, Gregory Isaacs, Prince Buster (Al Capone) Fat 
Boy Slim, Groove Armada Wyclef Jean, Barry Biggs, Wildhearts, Shaun The Sheep, The Flaming Lips, and David Morales (Grammy 
winning house music DJ and producer). There are classical performances from The London Philharmonic Orchestra, conducted by Sir 
Alexander Gibson, Yuri Simonovand Carl Davis conducting the Munich Symphony Orchestra, and Andrey Zaboronok conducting The 
Bolshoi Theatre Children's Choir.

On the 11th  April 2011, we announced the acquisition of a classical catalogue containing many recordings by the Royal Philharmonic 
Orchestra. The performances, many of which are conducted by André Previn, Yehudi Menuhin, Charles Groves, Carl Davis and other 
great conductors, feature classical music composed by Tchaikovsky, Marler, Berlioz and Elgar. Performances of Tchaikovsky's 
Symphony No 5 in E Minor, Mahler's 5th Symphony, Tippett's A Child of Our Time and Berlioz Symphonie Fantastique, Pomp and 
Circumstance and Jerusalem are just a few of the performances acquired.

On the 20th April 2011, the Group launched The Dave Cash Collection featuring over 1000 digital albums compiled from the One 
Media music library. The Group exclusively retained the services of Dave Cash, the 60's `Pirate Radio London' D.J. and pioneer of 
BBC’s Radio 1. `The Dave Cash Collection' features hits and rarities from the Groups catalogue from over the last six decades, 
coinciding with Dave’s career as a legendary broadcaster.

On the 13th May 2011, I was awarded the PLUS-SX Chairman/CEO of the year award. I was delighted to accept the award of this 
coveted accolade. This award recognises the fantastic achievements made by the One Media team over the last year, which I have 
the honour of leading and I am grateful to all those who have worked so hard in driving One Media forwards.

On the 1st of June 2011, we acquired a spoken word version of the Bible. Over 300 hours of both the New and Old Testaments have 
been made available through all digital stores that list spoken word products. At the time I said that I didn't expect One Media to `be 
spreading the word' but the Bible remains in written form a world best seller.

On the 2nd of June 2011, we announced our participation with the `Amazon Create a Disc' system. Initially, over 4500 albums from the 
One Media catalogue have been made available to this service, which allows customers to both download a digital file of an album 
and to request a physical compact disc version to be sent to them in the post. The service, which was pioneered in the USA, will first 
be offered in Germany and may well be extended to other territories as Amazon expands this service. One Media has not historically 
supplied physical versions of its music content to date and welcomed this initiative by Amazon to supply compact discs of its digital 
albums via its new service. Notably, no stock is held as albums are burned on demand. 

On the 15th July 2011, we concluded an exclusive distribution deal for the music of British heavy metal legends ‘Samson’. Over 200 
recordings have been made available, some of them never previously released. Many of the recordings we assumed lost in time or in 
archives. Liberating ‘niche’ music collections remains a group criteria. 

On the 12th September 2011, the big news sweeping Europe was about Music Term Extension. We welcomed the EU Committee’s 
recommendation to extend copyright terms from fifty to seventy years. The recommendation will extend all of One Media's copyrights 
by up to 40 per cent, and follows a campaign by record companies and artists to change terms so that they are ‘on par’ with those in 
the USA. The change is one that will benefit us tremendously, together with the performing artists who have long strived for an 
extension to copyright terms. It's a significant milestone in the music industry and an encouraging sign that a level playing field is being 
created.

On the 13th September 2011, the Group renewed its first music contract that was signed originally in 2006. Initially for five years the 
deal between the Group and Rainbow Media was re-signed for a further ten years. On historic and current trading values the 
catalogue is expected to generate in excess of USD$200,000 in digital revenues throughout the extended term.

On the 28th September 2011, we announced that we had acquired over 990 films and music documentaries. With over 3000 hours of 
film footage featuring documentaries with Elvis, The Beatles, Bob Marley, and David Bowie to Frank Sinatra, The Osmonds and 
James Brown. The specialist interest library features rare footage from the Titanic, Marilyn Monroe and behind the scenes from 
vintage Dr. Who episodes. When One Media started in 2006 we had just 2,500 music tracks - we now have in excess of 120,000 
generating income. We are now committed to Movie titles to meet the requirements of the expanding number of digital stores and 
distributors, such as You-Tube, Satellite Broadcast and Internet Ready TV stations.

page 2

One Media Publishing Group PLC
Executive Chairman's Statement (continued)
For the year ended 31 October 2011

Review of Activities continued 

On the 30th September 2011, we acquired the music content from the Arrow Rock catalogue, which contains 120 tracks by nostalgic 
bands such as, Flock of Seagulls, The Gap Band, Steve Gibbons, Atomic Rooster, Mott the Hoople, Gary US Bonds, Michael Zager 
Band, Commander Cody, Stevie Ray Vaughan, The Guess Who and Gary Pucket and Union Gap. In addition and on the same day we 
acquired the Recollections Catalogue, which contains 200 New Age (Ambient Moods) music tracks of a contemporary `Chill Style' and 
'Anti Stress' collection which have become popular for home use or for professional therapeutic purposes. 

Outlook

We continue to be a purely B2B music supplier to over 200 digital music stores throughout the world with iTunes, Amazon and Spotify 
being the leading retailers in this sectors. The digital download market for music remains a growth sector despite piracy and other 
challenges facing the industry. The Group reiterates its "founder principles" of not having its own digital store in favour of supplying its 
copyrights to the many hundreds of established international download stores. Over the last 6 years the Group has licensed, from time 
to time, its copyrights to various record labels for the purpose of allowing them to manufacture and sell compact discs. This activity, as 
predicted at the time the Group was established, has slowed and the Group now considers itself  to be a purely digital content 
company. Our staff head count remains small at nine personnel (excluding directors). 

The Group noted with interest, on 12th September 2011,  the big news sweeping Europe  about Music Term Extension. We welcomed 
the EU Committee’s recommendation to extend copyright terms from fifty to seventy years. The recommendation, will extend all of 
One Media's copyrights by up to 40 per cent, and follows a campaign by record companies and artists to change terms so that they 
are ‘on par’ with those in the USA. The change is one that will benefit the Group tremendously, together with the performing artists 
who have long strived for an extension to copyright terms. It's a significant milestone in the music industry and an encouraging sign 
that a level playing field is being created.

The directors continue to be satisfied with the performance of the Group's business to date. We are confident that as we acquire more 
music catalogues there will be continued growth in our downloading business. Our intention is to continue our successful policy of 
acquiring further digital rights within the mainstream of easy listening and/or nostalgia music, which has been your Group's main 
source of revenue. We continue to be a corporate member of the BPI ("British Phonographic Industry"). We both followed through on 
our intentions of last year by introducing an "Employee Share Option Scheme" and announcing our maiden dividend. 

I would like to thank the One Media team for all their hard work and that of our professional advisers. And lastly my thanks to my co-
directors for all of their valuable contributions and dedication. We look forward to 2012. 

Michael A Infante

Executive Chairman

1st March 2012 

page 3

One Media Publishing Group PLC
Report of the Directors
For the year ended 31 October 2011

The director's present their annual report together with the audited consolidated statements of the Group for the year ended 

31 October 2011.

Principal activities 
The principal activities of the Group throughout the year were the acquisition and licensing of audio-visual intellectual copyrights and 
publishing for distribution through the new emerging digital downloading medium and through traditional media outlets. The Group is a 
B2B content supplier to the major downloading music retailers, a traditional music licensor to the record industry and a supplier of 
music to  the film and TV industries. The Group continues to believe that the creation of its own dedicated consumer website is not yet 
of interest as that is the primary activity of its major customers. The Group outsources the supply of its digital content to the 
downloading market through The Orchard, its strategic partner for downloading services.

Business review and future developments
A detailed review of the business in the year and future developments is given in the Executive Chairman's statement on pages 1 to 3.

Whilst the Group focus is primarily on downloading traditional routes to market are not being ignored. Changes in the retail sector are 
accelerating and there remains both national and global economic problems. The directors consider there is still substantial potential 
whilst recognising that risks exist. 

The Group has continued to enter into representative deals with independent record labels and content owners to market their rights in 
the digital arena and to invest in copyrights and intellectual property that are considered to attract a suitable and sustainable rate of 
return. 

The results of the Group are shown within the financial statements. The directors feel it is inappropriate to recommend the payment of 
a final dividend.

The key performance indicators the directors use to monitor the performance of the Group is as  follows:

Aims and objectives

Cost of catalogue acquisition and number of tracks "ingested".
Management are continually searching to acquire new music catalogues to exploit through the digital downloading medium and other 
traditional routes to market. The cost of catalogue acquisition "ingestion" are constantly monitored to ensure that a safe and adequate 
return on investment is made. 

Rate of commercialisation of licenses and intellectual property
Measured by the growth in value and volume of digital downloads, sales contracts and license deals signed. Progress assessment 
includes regular updates on key partners and market segments.

Overhead growth
Management closely monitors the growth in overheads, carefully balancing the need to reward people properly based on both 
performance and external market factors. Where a step change in overheads is predicted this must be justified in both financial and 
strategic terms.

Share price movements and changes in shareholders are constantly monitored as a major contributor to long term planning.
The board constantly reviews share price movements both for the impact of Regulated News Service announcements and trading in 
shares on the PLUS market. This indicator is a major contributor to medium and long term decisions.

Management of capital
The Group has no external financing and is not therefore currently subject to any external constraints on its management of working 
capital. Dividend policy is determined by the availability of profit and reserves from which to pay dividends, the Groups policy and cost 
of acquiring additional music catalogues and the desire to reward shareholders for their investment in the Group.

Financial reporting
Financial reporting is monitored on a monthly basis against budgets and forecasts by both the main board and the board of the 
principal operating subsidiary. Profit and Loss and Cash Flow projections are updated as significant changes to performance and 
operating conditions occur.

page 4

One Media Publishing Group PLC
Report of the Directors
For the year ended 31 October 2011

Business risks

Piracy

The risk of piracy and abuse to copyright are ever present in the music industry. Piracy of music is more prevalent in the pop/chart 
sectors but  with the Group's music aimed primarily at a different buying market the risks are less. 

Valuations of catalogue acquisitions

With significant changes in the market for trading music catalogues valuations have become difficult and increasingly more subjective. 

Bad Debts

The traditional risk associated with customer insolvency, and inability or unwillingness to pay debts continues to be a threat which the 
Group constantly monitors. This has not however prevented the results for the year being adversely affected by bad debts as reported 
elsewhere.

Digital route to market

The digital market place has its own challenges with a reliance on consumers becoming internet literate and all homes achieving a 
decent broadband connection. One Media is a Business to Business supplier. We have no downloading site of our own but supply all 
of the 450 plus legitimate digital stores worldwide through our key business partner.  We are not dependent on any one store’s 
marketing strengths as we supply our content to all.

Reliance on one route to market for downloading services

The Group outsources the supply of its  digital content to the downloading market  through The Orchard its strategic partner for 
downloading services. 

Protection of licenses and intellectual property

The Group seeks to protect its licenses by a well structured and controlled process of drafting, reviewing and approving. where the 
acquisition of a license is considered to be significant independant legal advice and guidance is sought. However, the Group faces the 
risk that others may seek to infringe certain aspects of our intellectual property. Defence of claims may prove unsuccessful and 
expensive. In addition, the Group might face challenges to the use of intellectual property that others might claim belongs to them. The 
consequences of this would be either a complete withdrawal, a "take down", of the offending property and/or serious and costly delays 
in proving rights to exploit the disputed intellectual property.

Dependence on a small team of senior employees and staff

As a small technology driven company we are dependent on the skills and loyalty of a small number of highly skilled employees. To 
protect this position we constantly monitor the competitive nature of our salary and rewards package, look to share warrant packages 
and regularly involve them through management meetings to add "buy in" to our corporate objectives.

Financial risk management objectives and policies
The Group's principal financial instruments comprise cash and cash equivalents. The Group has various other financial instruments 
such as trade receivables and trade payables, which arise from its operations.

The Group is exposed to a variety of financial risks which result from its operating activities. The directors are responsible for co-
ordinating the Group's risk management and focus on actively securing the Group's short and medium term cash flows. Long term 
financial investments are managed to generate lasting returns.

The Group does not actively engage in the trading of financial assets and has no financial derivatives. The most significant risks to 
which the Group is exposed are described below:

Credit risk

The Group's credit risk is primarily attributable to its trade receivables and other debtors. The amounts presented in the Consolidated 
Statement of Financial Position are net of any allowances for doubtful receivables. The Group has a significant concentration of credit 
risk associated with its distributor of "digital downloads".

Liquidity risk

The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash and assets 
safely and profitably. Short term flexibility is achieved by the use of money markets to deposit excess cash which is not required in the 
short term. The directors prepare cash flow forecasts on a regular basis to identify at an early stage any short term funding difficulties.

Currency risk

The Group is exposed to foreign exchange risk in connection with its digital downloading business where the revenue is transacted 
largely in USD $ and the settlement of royalty and other liabilities arising from this revenue is largely denominated in USD $.

page 5

One Media Publishing Group PLC
Report of the Directors
For the year ended 31 October 2011

Directors
The following directors held office during the year :
Michael Anthony Infante JP
Scott Cohen
Nigel Smethers 
R Poplawski  (appointed 1 November 2010)

Directors and their interests
The directors' interests (including family interests) in the shares of the Company were as follows :

Michael Anthony Infante JP
Nigel Smethers 
Scott Cohen
R Poplawski 

Michael Anthony Infante JP
Nigel Smethers 
Scott Cohen
R Poplawski 

Michael Anthony Infante JP

    Ordinary share of 0.5p each

At 31 October 2011
Nos

At 31 October 2010
Nos

18,044,737
785,000
-
2,276,727

18,044,737
385,000
-
276,727

Warrants in Ordinary shares of 0.5p each

At 31 October 2011
at 2p each
Nos

At 31 October 2010
at 2p each
Nos

4,000,000
500,000
500,000
500,000

at 1p each
Nos

8,000,000

4,000,000
500,000
500,000
-

at 1p each
Nos

8,000,000

The warrants expire on 18 September 2012 except that for R Poplawski which expire on 6 March 2014.

Share Options in Ordinary shares of 0.5p each

Michael Anthony Infante JP
Nigel Smethers 
Scott Cohen
R Poplawski 

The options are exerciseable at 0.275p per share.

at 2.75p each
Nos

500,000
500,000
500,000
500,000

-
-
-
-

Employee involvement
The Group has continued its practice of keeping employees informed of matters affecting them as employees and the financial and 
economic factors affecting the performance of the Group. This is achieved through regular formal and informal updates and open 
access between all employees of the Group.

Disabled employees
Applications for employment by disabled persons are given full and fair consideration for all vacancies in accordance with their 
aptitudes and abilities. In the event of an employee becoming disabled, every effort will be made to retain them in order that their 
employment within the Group may continue. It is the policy of the Group that training, career development and promotion opportunities 
are available to all employees.

page 6

             
             
             
             
One Media Publishing Group PLC
Report of the Directors
For the year ended 31 October 2011

Technology
The Group takes a progressive view on the impact of technological developments. Changes to technology and related systems are 
openly embraced with the aim of giving the Group the most up to date platforms to work on and exploit its assets.

Payment to suppliers
The Group's policy is to agree the terms of payment with each supplier when agreeing purchasing terms and to settle each transaction 
in accordance with those terms. Group trade payables at the year end represents 53 days purchases of the relevant expenses (2010: 
47 days). 

Directors' responsibilities
The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law
and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected
to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted for use in
the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and the Group and of the Profit or Loss of the Group for that period. In
preparing these financial statements, the directors are required to:

  - select suitable accounting policies and then apply them consistently ;

  - make judgements and estimates that are reasonable and prudent ;

  - state whether IFRS as adopted by the European Union and applicable UK Accounting Standards have been followed,                                           

    subject to any material departures disclosed and explained in the financial statements ;
  - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 

    will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s and the
Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and
enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.

Statement of disclosure to auditor

Each director of the Company has confirmed that, in fulfilling their duties as a director, they have:
- taken all necessary steps in order to make themselves aware of any information relevant to the audit and to establish

  that the auditors are aware of that information: and

- so far as they are aware there is no relevant audit information of which the auditors have not been made aware.

Auditors
James Cowper LLP have expressed their willingness to continue in office. A resolution to re-appoint James Cowper LLP in accordance 
with section 489 of the Companies Act 2006 will be proposed at the Annual General Meeting.

On behalf of the board

Michael A Infante

Director

1st March 2012 

page 7

One Media Publishing Group PLC
Report of the Directors
For the year ended 31 October 2011

Corporate Governance

Directors
The Group supports the concept of an effective board leading and controlling the Group, supported by a Management Team 
responsible for the operating subsidiaries. The board is responsible for approving Group policy and strategy. It meets formally, at least 
quarterly, with regular face to face  weekly contact  maintained between most members as well as the dissemination of information 
using the most up to date electronic communication methods. All directors have access to independent professional advice at the 
Group's expense.

Relation with shareholders
The Group values the views of its shareholders and recognises their interest in the Group's performance and strategy.  Regular 
updates on performance and significant events are provided through the PLUS market platform using the medium of the Regulated 
News Service.

The Annual General Meeting is used to communicate with private investors and they are encouraged to participate. The directors are 
available to answer questions. Separate resolutions will be proposed on each issue so that they can be given proper consideration 
and there will be a resolution to approve the annual report and accounts.

Internal control
The board is responsible for maintaining a strong system of internal control of safeguarding shareholders' investment and the Group's 
assets and for reviewing effectiveness. The system of internal financial control is designed to provide reasonable but not absolute 
statement against material misstatement or loss.

In addition to the traditional financial internal controls the Group seeks to protect our licenses by a well structured and controlled 
process of drafting, reviewing and approving. This process applies to both the purchase of our music rights and the distribution of our 
products to all our customers.

Due to the relatively small size of the Group no independent Audit Committee has been appointed. At least one non-exceutive director 
meets with the auditors at both the audit planning stage and for the final audit meeting. This situation is constantly monitored by the 
independent directors who will advice when they consider the Group has reached a size when an Audit Committee is necessary.

page 8

One Media Publishing Group PLC
Report of the  Directors
For the year ended 31 October 2011

Report on Remuneration

Directors' remuneration
The board recognises that Directors' remuneration is of legitimate concern to shareholders. The Group operates within a competitive 
environment where performance depends on the individual contributions of the directors and employees and the Group believes in 
rewarding vision and innovation.

Policy on Executive Directors' remuneration
A separate remuneration committee has been established comprising the Finance Director, N Smethers, and the Non-Executive 
Directors S Cohen and R Poplawski. There are no specific performance conditions with any bonus or additional payments made at the 
discretion of the board following the recommendation of the remuneration committee.

Remuneration of the directors for the year ended 31 October 2011 is as follows :

Michael Anthony Infante JP

Nigel Smethers 

Scott Cohen

R Poplawski 

Fees and 
Emoluments

Year ended

Fees and 
Emoluments

Year ended

31 October 2011

 31 October 2010

£

98,055

30,665

5,665

20,665

155,050

£

68,391

18,000

3,467

-

89,858

Bonuses and Performance Conditions
Included in the Fees and Emoluments for Michael Anthony Infante JP is a £15,000 bonus (2010: £10,000), Health Insurance of £2,390 
(2010: £3,391) and attributable share option cost of £665 (2010: £nil). Fees and Emoluments for Nigel Smethers includes a £5,000 
bonus (2010: £nil) and attributable share option cost of £665 (2010: £nil). In addition to his role as non-executive director R Poplawski 
also acts as Business Affairs Advisor providing advise on legal and contractual matters. R Poplawski's Fees and Emoulments includes 
£15,000 (2010 : £nil) in relation to this role and £665 attributable to share option costs. S Cohen receives £5,000 (2010: £3,467) for his 
role as non-executive director and £665 (2010: £nil) attributable to share option costs. 

Directors contracts include no specific performance criteria but implicit within their terms of their engagements is that at all times they 
will seek to enhance shareholder value. 

Notice periods
The directors have contracts which are terminable on twelve months notice on either side for Michael Infante and three months on 
either side for all the other directors.

page 9

Independent Auditors' Report
to the Shareholders of One Media Publishing Group PLC

We have audited the Group and parent Company financial statements (the "financial statements")  of One Media Publishing Group 
plc for the year ended 31 October 2011,  which comprise the Statement of Comprehensive Income, the Statement of Changes in 
Equity, the statement of Financial Position, the statement of Cash Flows and the related notes set out on pages 11 to 29. The financial 
reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards 
(IFRSs) as adopted for use in the European Union.

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. 
Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them 
in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to 
anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have 
formed.

Respective responsibilities of the directors and auditors

As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial 
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in 
accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with 
the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Auditing Practices Board's website 
at www.frc.org.uk/apb/scope/UKP.cfm

Unqualified opinion on financial statements

In our opinion the financial statements:
-  give a true and fair view of the state of the Group's and parent Company's affairs as at 31 October 2011 and of the 

   Group's profit for the year then ended;
 - have been properly prepared in accordance with IFRS adopted for use in the European Union ; and

 - have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the Executive Chairman's Statement and Directors' Report for the financial year for which the 
financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our
opinion :
 - adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have 
   not been received from branches not visited by us; or

 - the parent Company financial statements are not in agreement with the accounting records and returns; or
 - certain disclosures of directors' remuneration specified by law are not made; or
 - we have not received all the information and explanations we require for our audit.

Mr Alexander Peal (Senior Statutory Auditor)

1st March 2012

for and on behalf of 
James Cowper LLP

Chartered Accountants and Statutory Auditor
3 Wesley Gate
Queen's Road
Reading, Berkshire
RG1 4AP

page 10

One Media Publishing Group PLC
Registered Number : 05799897 
Consolidated Statement of Comprehensive Income
For the year ended 31 October 2011

Note

Year ended

31 October 2011

Restated

Year ended

 31 October 2010

Revenue

Cost of sales

Gross profit

Administration expenses

Operating profit 

Finance cost

Finance income

Profit on ordinary activities before 
taxation

Taxation

1

2

3

3

4

Profit for period attributable to equity shareholders

Basic profit per share
Diluted profit per share

7

£

1,662,516

(747,862)

914,654

(583,809)

330,845

(198)

163

330,810

(79,995)

250,815

0.49p
0.35p

The profit and loss account has been prepared on the basis that all operations are continuing activities.

The accompanying principal accounting policies and notes form part of these financial statements.

£

1,454,320

(693,616)

760,704

(514,908)

245,796

(596)

4,532

249,732

(66,653)

183,079

0.20p
0.17p

page 11

One Media Publishing Group PLC
Registered Number : 05799897 
Consolidated Statement of Changes in Equity
For the year ended 31 October 2011

Share capital

Share 
redemption 
reserve

Share 
premium

Share option 
reserve

Retained 
earnings

Total equity

£

At 1 November 2009

456,857

Transactions with owners

Profit for the year

-

-

At 1 November 2010

456,857

£

-

-

-

-

£

663,000

-

-

663,000

Share buy back

(239,546)

239,546

(23,897)

Proceeds from the issue of 
new shares

Share Option Charge

Profit for the year

Dividends

832

-

-

-

-

-

-

-

4,168

-

-

-

£

-

-

-

-

-

4,791

-

-

£

£

(79,863)

1,039,994

-

-

183,079

183,079

103,216

1,223,073

(219,500)

(243,397)

-

-

5,000

4,791

250,815

250,815

(14,994)

(14,994)

At 31 October 2011

218,143

239,546

643,271

4,791

119,537

1,225,288

Transactions with owners

Pursuant to a General Meeting held on 17 December 2010 the Company bought back 47,909,291 Ordinary Shares of 0.5p each, 
amounting to 52.43% of the total issued share capital of the company for £219,500. The nominal value of  Ordinary Shares bought 
back of £239,546, has been recorded in the Share redemption reserve. The costs associated with this transaction, amounting to 
£23,897, have been set off against the Share premium account and the amount paid to buy back the shares amountint to £215,000, 
set against Retained earnings.

In addition to the above on 19 September 2011, 166,650 Ordinary Shares of 0.5p each were issued at 3p per share in part settlement 
of a Music Video catalogue with a total value of £15,000.

page 12

One Media Publishing Group PLC
Registered Number : 05799897 
Consolidated Statement of Financial Position at 31 October 2011

Notes

Assets

Non-current assets

Intangible assets
8
Property, plant and equipment         9

Current assets

Trade and other receivables
Cash and cash equivalents

11
12

Total current assets

Total assets 

Liabilities
Current liabilities

Trade and other payables

13

Total current and non current liabilities

Equity

Called up share capital
Share redemption reserve
Share premium account
Share option reserve
Retained earnings

14
15
15
15
15

Total equity

Total equity and liabilities

2011

£

897,005
31,699
928,704

303,533
409,770

713,303

1,642,007

416,719

416,719

218,143
239,546
643,271
4,791
119,537

1,225,288

1,642,007

2010

£

786,604
25,903
812,507

459,337
629,382

1,088,719

1,901,226

678,153

678,153

456,857
-
663,000
-
103,216

1,223,073

1,901,226

The notes on pages 16 to 29 form part of these financial statements.

The consolidated  financial statements were approved by the directors on 1st March 2012 and signed on their behalf by :

M A  Infante
Director

The accompanying principal accounting policies and notes form part of these financial statements.

page 13

One Media Publishing Group PLC
Registered Number : 05799897 
Company Statement of Financial Position at 31 October 2011

Notes

10

11

12

Assets

Non-current assets

Investments

Current assets

Trade and other receivables

Cash and cash equivalents

Total current assets

Total assets 

Liabilities

Current liabilities

Trade and other payables

13

Total current and non current liabilities

Equity

Called up share capital

Share redemption reserve

Share premium account

Share option reserve

Retained earnings

14

15

15

15

15

Total equity

Total equity and liabilities

2011

£

2010

£

493,817

493,817

758,346

139,562

897,908

267,220

610,853

878,073

1,391,725

1,371,890

26,642

26,642

218,143

239,546

643,271

4,791

259,332

1,365,083

1,391,725

19,583

19,583

456,857

-

663,000

-

232,450

1,352,307

1,371,890

The notes on pages 13 to 29 form part of these financial statements.

These financial statements were approved by the directors on 1st March 2012 and signed on their behalf by :

M A Infante

Director

The accompanying principal accounting policies and notes form part of these financial statements.

page 14

One Media Publishing Group PLC
Registered Number : 05799897 
Consolidated and Company Cash Flow Statement
For the year ended 31 October 2011

Cash flows from operating activities

Operating Profit before tax

Amortisation

Depreciation

Share based payments

Finance cost

Finance income

Decrease/(increase) in debtors

(Decrease)/increase in creditors

Year ended

Year ended

31 October 
2011

31 October 
2010

  31 October 
2011

  31 October 
2010

         Group                     Group                Company     

    Company     

£

£

£

£

330,810

75,436

19,075

4,791

198

(163)

155,804

(276,781)

249,732

79,749

18,166

-

596

(4,532)

(147,450)

373,389

261,376

423,754

-

-

4,791

-

-

-

-

-

-

-

(491,126)

7,059

(7,810)

5,706

Net cash inflow from operating activities

309,170

569,650

(217,900)

421,650

Cash flows from investing activities

Investments in copyrights

Investment in fixed assets

Finance cost

Finance income

Corporation tax paid

(185,837)

(24,871)

(198)

163

(64,648)

(138,589)

(14,116)

(596)

4,532

(1,676)

Net cash used in investing activities

(275,391)

(150,445)

-

-

-

-

-

-

Cash flow from financing activities

Cost of shares bought back

Share redemption costs

Proceeds from the issue of new shares

Dividend paid

(219,500)

(23,897)

5,000

(14,994)

Net cash outflow from financing activities

(253,391)

-

-

-

-

-

(219,500)

(23,897)

5,000

(14,994)

(253,391)

-

-

-

-

-

-

-

-

-

-

-

Net change in cash and cash equivalents

(219,612)

419,205

(471,291)

421,650

Cash at the beginning of the year

629,382

210,177

610,853

189,203

Cash at the end of the year

409,770

629,382

139,562

610,853

page 15

One Media Publishing Group PLC
Principal Accounting Policies
For the year ended 31 October 2011

Basis of preparation
The Company is a limited company incorporated and domiciled in England under the Companies Act 2006. The board has adopted 
and complied with International Financial Reporting Standards (IFRS's) as adopted by the European Union. The Company's shares 
are listed on the PLUS market.

There was no restatement of Profit and Loss required following the adoption of International Financial Reporting Standards. 

On the adoption of International Financial Reporting Standards (IFRS's)  the Directors considered the constituent elements of  
Goodwill previously shown under Intangible assets.  In their view, had the acquisition of the related subsidiaries, been transacted 
under IFRS  the amount arising would have been attributed to Licenses and other Intangible assets. This change has been reflected 
as a reclassification following the adoption of International Financial Reporting Standards.

Basis of consolidation
The Group financial statements consolidate those of the Company and all its subsidiary undertakings drawn up to the balance sheet 
date. Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain 
benefits from their activities. The Group obtains and exercises control through voting rights.

Unrealised gains or losses on transactions between the Group and its subsidiaries are eliminated. Amounts reported in the financial 
statements of subsidiaries are adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Acquisitions of subsidiaries are dealt with by the purchase method. The purchase method involves the recognition of fair value of all 
identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless of whether or not 
they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the assets and liabilities of 
the subsidiary are included in the consolidated balance sheet at fair values, which are also used as the basis for subsequent 
measurement in accordance with the Group accounting policies. Goodwill is stated after separating out identifiable intangible assets. 
Goodwill represents the excess of acquisition cost over fair value of the Group's share of the identifiable net assets of the acquired 
subsidiary at the date of acquisition.

Revenue
The Group follows the principles of IAS18 "Revenue" in determining the appropriate revenue recognition policies. In principle 
therefore, revenue is recognised to the extent that the Group has obtained the right to consideration through its performance.

Revenue, excluding VAT, represents the value of digital income, licenses and goods delivered or title passed. In the case of digital 
income revenue is recognised when reported to the company and where reasonable estimates can be made of down load stores 
income still to be reported at any point of time.

During the year the directors have considered the treatment of commission costs and in line with normal accounting practice have 
decided to present revenue gross received and receivable rather than net. The comparative figures have been restated to reflect this. 
There is no change to profit before tax or total assets or basic and diluted earnings per share as a result of this change.

Goodwill
Goodwill representing the excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets 
acquired, is capitalised and reviewed annually for impairment. Goodwill is carried at cost less accumulated impairment losses. Any 
excess in the net fair value of an acquiree's identifiable net assets over the cost of acquisition is recognised immediately after 
acquisition in the income statement.

page 16

One Media Publishing Group PLC
Principal Accounting Policies
For the year ended 31 October 2011

Taxation
Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or 
prior reporting period, that are unpaid at the balance sheet date. They are calculated according to the tax rates and tax laws applicable 
to the fiscal periods to which they relate, based on the taxable result for the year. All changes to current tax assets or liabilities are 
recognised as a component of tax expense in the income statement.

Deferred income taxes are calculated using the liability method of temporary differences. This involves the comparison of the carrying 
amounts of assets and liabilities in they consolidated financial statements with their respective tax bases. However deferred tax is not 
provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a 
business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries 
is not provided if reversal of these temporary differences can be controlled by the Group and it is probable the reversal will not 
occurring the foreseeable future. In addition, tax losses available to be carried forward as well as other income tax credits to the Group 
are assessed for recognition as deferred tax assets.

Deferred tax liabilities are always provided in full. Deferred tax assets are recognised to the extent that it is probable that they will be 
able to be offset against taxable income. Deferred tax assets and liabilities are calculated without discounting at tax rates that are 
expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet 
date.

Intangible assets

Licenses and other intangible assets
Licenses and other intangible assets, including labour capitalised under IAS38 Intangible Assets, are valued at cost less accumulated 
amortisation. Capitalised labour represents costs incurred in "ingesting" product and the compilation of existing content into new and 
revised albums. Amortisation is calculated to write off the cost in equal amounts over the life of the licenses and other intangible assets 
(between 26 months and 25 years).

Assets acquired as part of a business combination
In accordance with IFRS 3 "Business Combinations", an intangible asset acquired in a business combination is deemed to have a cost 
to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects market expectations about the 
probability that the future economic benefits embodied in the asset will flow to the Group. The fair value is then amortised over the 
economic life of the assets. Where an intangible asset might be separable, but only together with a related tangible or intangible asset, 
the Group of assets is recognised as a single asset separable from goodwill where the individual fair values of the assets in the Group 
are not reliably measurable. Where the individual fair value of the complimentary assets are reliably measurable, the Group 
recognises them as a single asset provided the individual assets have similar useful lives. 

Impairment, testing of goodwill, other intangible assets, property, plant and equipment
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash 
flows (cash generating units). As a result, some assets are tested individually for impairment and some are tested at cash-generating 
level. Goodwill is allocated to those cash-generating units that are expected to benefit from synergies of the related business 
combination and represent the lowest level within the Group at which management monitors the related cash flows.

Goodwill, other individual assets or cash-generating units that include goodwill, other intangible assets with an identifiable useful life, 
and those intangible assets not yet available for use are tested for impairment at least annually. All other individual assets or cash-
generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be 
recovered.

An impairment loss is recognised in the income statement for the amount by which the asset's or cash-generating unit's carrying 
amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to 
sell, and value in use based on an internal discounted cash flow evaluation. Impairment losses recognised for cash-generating units, 
to which goodwill has been allocated are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged 
pro rata to the other assets in the cash generating unit.  With the exception of goodwill, all assets are subsequently reassessed for 
indications that an impairment loss previously recognised may no longer exist. An impairment loss is reversed if there has been a 
favourable change in the estimates used to determine the assets recoverable amount and only to the extent that the asset's carrying 
amount does not exceed the carrying amount that would have been determined net of amortisation, if no impairment had been 
recognised.

page 17

One Media Publishing Group PLC
Principal Accounting Policies
For the year ended 31 October 2011

Financial assets

The Group's financial assets include cash, shares and other receivables.

All financial assets are recognised when the Group becomes party to the contractual provisions of the investment. All financial assets 
are initially recognised at fair value, plus transaction costs.

Non-compounding interest and other cash flows resulting from holding financial assets are recognised in the income statement when 
received, regardless of how the related carrying amount of financial assets is measured.

Available for sale financial assets include non-derivative financial assets that are either designated as such or do not qualify for 
inclusion in other categories of financial assets. Available for sale assets are measured subsequently at fair value with changes in 
value recognised in equity through the statement of changes inequity. Where fair value cannot be measured reliably such financial 
assets are held at cost. Gain or losses arising from investments classified as available for sale are recognised in the income statement 
when they are sold or when the investment is impaired.

Trade and other receivables are subsequently measured at amortised cost. Trade and other receivables are provided against when 
objective evidence is received that the Group will not be able to collect all amounts due to it in accordance with the original terms of 
the receivables. The amount of the write-down is determined as the difference between the asset's carrying amount and the present 
value of estimated cash flows.

Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank deposits, together with short-term highly liquid investments that are readily 
convertible into known amounts of cash and which are subject to an insignificant risk of change in value with original maturities of 
three months or less from the date of acquisition.

Equity
The share capital is determined using the nominal value of shares that have been issued.

The share premium account represents premiums received on the initial issuing of share capital. Any transaction costs associated with 
the issuing of shares are deducted from share premium, net of any related income tax benefits.

Retained earnings include all current and prior period results as disclosed in the income statement.

Financial liabilities
The Group's financial liabilities include trade and other payables. Financial liabilities are obligations to pay cash or other financial 
assets and are recognised when the Group becomes party to the contractual provisions of the instrument.

All financial liabilities are recognised initially at fair value, net of direct issue costs, and are subsequently recorded at amortised cost 
using the effective interest method with interest charges recognised as an expense in the income statement.

Dividend distributions to shareholders are included in "other short term financial liabilities" when dividends are approved by the 
shareholders' before the year end.

Provisions, contingent liabilities and contingent assets
Provisions are recognised when present obligations will probably lead to an outflow of economic resources from the Group and they 
can be estimated reasonably. Timing or the amount of the outflow may still be uncertain. A present obligation arises from the presence 
of a legal or constructive commitment that has resulted from past events. For example, legal disputes or onerous contracts.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence 
available at the balance sheet date, including the risks and uncertainties associated with the present obligation. Any reimbursement 
expected to be received in the course of the settlement of the present obligation is recognised, if virtually certain as a separate asset, 
not exceeding the amount of the related provision. Where there a number of similar obligation, the likelihood that an outflow will be 
required in settlement is determined by considering the class of obligations as a whole. In addition, long term provisions are 
discounted to present values, where the time value of money is material. All provisions are reviewed at each balance sheet date and 
adjusted to reflect the current best estimate.

page 18

One Media Publishing Group PLC
Principal Accounting Policies
For the year ended 31 October 2011

Provisions, contingent liabilities and contingent assets - continued
In those cases where the possible outflow of economic resource as a result of the present obligation is considered improbable or 
remote, or the amount to be provided cannot be measured reliably, no liability is recognised in the balance sheet. Probable inflows of 
economic benefits to the Group that do not yet meet the recognition criteria are considered contingent assets.

Property, plant and equipment

Measurement basis
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The cost of an asset 
comprises its purchase price and any directly attributable costs of bringing the asset to the working condition and location for its 
intended use. In the case of new internally generated software creation and improvements this includes capitalised labour. 
Subsequent expenditure relating to property, plant and equipment is added to the carrying amount of the assets only when it is 
probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured 
reliably. All other costs, such as repairs and maintenance are charged to the income statement during the period in which they are 
incurred.

When assets are sold any gain or loss resulting from their disposal, being the difference between the net disposal proceeds and the 
carrying amount of the assets, is included in the income statement

Depreciation

Depreciation is calculated so as to write off the cost of property, plant and equipment, less its estimated residual value, which is 
revised annually, over its useful economic life as follows :

Furniture and fixtures

33.33% straight line

Office equipment

33.33% straight line

Leased assets
In accordance with IAS17 Leases, the economic ownership of a leased asset is transferred to the lessee if the lessee bears 
substantially all the risks and rewards related to the ownership of the asset. The related asset is then recognised at the inception of the 
lease at the fair value of the leased asset or, if lower, the present value of the lease payments plus incidental payments, if any.  A 
corresponding amount is recognised as a finance leasing liability, irrespective  of whether some of these lease payments are payable 
up-front at the inception of the lease. 

Depreciation methods and useful lives for assets held under finance lease agreements correspond to those applied to comparable 
assets which are legally owned by the Group. The corresponding finance leasing liability is reduced by lease payments less finance 
charges, which are expensed as part of finance costs.

The interest element of leasing payments represents a constant proportion of the capital balance outstanding and is charged to profit 
and loss over the period of the lease. All other leases are treated as operating leases. Payments on operating lease agreements are 
recognised as an expense on a  straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are 
expensed as incurred.

Investment in subsidiary
Investment in subsidiary undertakings is shown at cost, less any provision for impairment.

Foreign currency
The consolidated  financial statements are presented in UK Sterling which is also the functional currency of the parent company. 
Monetary assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet 
date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. 
Exchange differences are taken into account in arriving at the profit and loss account. 

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not 
retranslated). Non-monetary items measured at fair value are translated using the exchange rates at the date when the fair value was 
determined.

page 19

One Media Publishing Group PLC
Principal Accounting Policies
For the year ended 31 October 2011

Segmental reporting
A segment is a distinguishable component of the Group that is engaged either in a particular business (business segment) or 
conducting business in a particular geographic area (geographic segment), which is subject to risks and rewards that are different from 
other segments.

The Group reporting structure does not distinguish any separate business or geographic business sections. As a consequence no 
additional segmental reporting is considered necessary to that shown on the Statement of Comprehensive Income and notes to these 
financial statements.

Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations 
of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions about the 
future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions 
that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next accounting year are 
discussed below.

Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of financial position 
at their fair values. In measuring fair value management use estimates about future cash flows and discount rates, however, the 
results may vary. Any measurement changes upon initial recognition would affect the measurement of goodwill.

Impairment of assets
The Group conducts impairment reviews of assets when events or changes in circumstances indicate that the carrying amounts may 
not be recoverable annually, or in accordance with the relevant accounting standards. An impairment loss is recognised when the 
carrying amount of an asset is higher than the greater of its net selling price or the value in use. In determining the value in use, 
management assesses the present value of the estimated future cash flows expected to arise from the continuing use of the asset and 
from its disposal at the end of its useful life. Estimates and judgements are made in respect of the potential impairment of goodwill, 
intellectual property, licenses and other intangible assets.

Internally generated intangible assets and software systems

The Group capitalises labour in respect of intangible assets and internally generated software . Significant judgement is required in 
estimating the time and cost involved in these activities and distinguishing the research from the development phase. Development 
costs are recognised as an asset whereas research costs are expensed as incurred.

Adoption of new or amended IFRS's
(a) The Company has adopted the following revisions and amendments to IFRS issued by the International Accounting Standards 
Board, which are relevant to and effective for the Company’s financial statements for the year beginning 1 November 2010.

- IAS 24 –  Related Party Disclosures (Amendment)   
- Improvements to IFRSs (May 2010)

The directors have assessed that the adoption of these revisions and amendments did not have an impact on the financial position or 
performance of the Company.

Adoption of new or amended IFRS's - continued
(b) At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not been applied 
were in issue but not yet effective:-

- IFRS 9 Financial Instruments    1 January 2013
- IFRS 11 Joint Arrangements      1 January 2013
- IFRS 10 Consolidated Financial Statements       1 January 2013
- IFRS 12 Disclosure of Interests in Other Entities       1 January 2013
- IFRS 13 Fair Value Measurement  1 January 2013
- IAS 19 Employee Benefits (Amendment)    1 January 2013
- IAS 27 Separate Financial Statements    1 January 2013
- IAS 28 Investments in Associate and Joint Ventures       1 January 2013

The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the 
financial statements of the Company.   

page 20

One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

1.  Revenue

Revenue is the amount attributable to the Group's principal activity undertaken in the United Kingdom. The geographic split of Group 
revenue is as follows :

United Kingdom

North America and Canada

Europe

Other 

2.  Profit before taxation

Operating profit is stated after charging :

Directors' remuneration

Amortisation of copyrights

Depreciation of fixed assets

Operating lease - office rent

Auditors' remuneration - audit fees

Auditors' remuneration - taxation

Auditors' remuneration - other

Bad debts

Difference on foreign exchange

Year ended

31 October 2011

£

Year ended

 31 October 2010

£

63,302

1,562,527

36,687

-

1,662,516

101,640

1,294,110

49,814

8,756

1,454,320

Year ended

31 October 2011

£

Year ended

 31 October 2010

£

155,050

75,436

19,075

30,143

10,000

2,000

1,600

674

(41,385)

89,858

79,749

18,166

24,075

7,850

1,900

3,525

12,553

10,792

Included with the amounts above for auditors remuneration is £4,000 (2010: £3,250) in relation to the audit of the Parent Company 
and £500 (2010; £500) for taxation.

3.  Interest receivable and payable

Year ended

31 October 2011

Year ended

 31 October 2010

Finance cost

Finance income

£

198

163

£

596

4,532

page 21

                
                
                
                
                  
                  
                  
                
                
                    
                     
                    
                  
One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

4.  Taxation

Analysis of charge for the year
Prior year adjustment
Current tax
UK corporation tax

Year ended
31 October 2011
£

(2,005)
82,000
79,995

Year ended
 31 October 2010
£

-
66,653
66,653

The standard rate of tax for the year, based on the UK standard rate of corporation tax is 26% (2008: 28%). The actual tax charge for 
the current year is less than the standard rate for the reasons set out in the following reconciliation :

Reconciliation of current tax charge

Year ended
31 October 2011
£

Year ended
 31 October 2010
£

Profit on ordinary activities before tax

Tax on Profit on ordinary activities at 26.83% (2010: 29.75%)
Effects of :
Non deductable expenses
Marginal relief
Adjustments to tax charge in respect of previous periods
Capital allowances in excess of depreciation
Utilisation of tax losses
Other

Current tax charge

330,810

88,748

6,365 
(6,690)
(2,005)
(1,507)
(4,336)
(580)

79,995

249,732

74,295

5,676
-
-
906
(14,225)
-

66,653

The group has estimated losses of £16.317 (2010; £43,400) available for carry forward against future trading profits.

No deferred taxation asset has been provided in respect of the losses carried forward as their future recoverability is not certain. Were 
deferred taxation on losses to be recognised the amount would be £4,242 (2010: £12,900.)

5.  Employee information

Staff costs, including directors' remuneration, were as follows :

Directors' emoluments - excluding applicable share option charge
Fees paid to directors
Share option charge
Wages and salaries
Social security costs

Year ended
31 October 2011
£

Year ended
 31 October 2010
£

127,390
25,000
4,791
257,583
37,365

452,129

86,391
3,467
-
234,179
31,593

355,630

Included within Fees paid to directors is £20,000 (2010: £nil ) in respect of legal services provided by Mr R Poplawski in his role as 
Business Affairs Advisor to One Media Publishing Ltd.

The average monthly number of Group employees (including executive and non-executive directors) during the year was as follows :

Year ended
31 October 2011

Year ended
 31 October 2010

Office and management

11

9

page 22

                
One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

6. Parent company profit and loss account

The profit for the year to 31 October 2011 dealt within in the financial statements of the parent company was £261,376 (2010: 
£423,754). As permitted by section 408 of the Companies Act 2006, no separate profit and loss account is prepared for the parent 
company.

7.  Profit per share

The calculation of the profit per share is based on the profit for the financial period of £250,815 (2010 : £183,079) divided by the 
weighted average number of shares in issue 51,474,705 (2010 : 91,371,339). The diluted profit per share after the exercise of 
warrants and share options is a weighted average number of shares of 72,208,038 (2010 : 109,371,339).

8.  Intangible assets - Group

Cost

At 1 November 2009

Additions

At 31 October 2010

Additions

At 31 October 2011

Amortisation

At 1 November 2009

Charge for the year

At 31 October 2010

Charge for the year

At 31 October 2011

Net book value

At 31 October 2011

At 31 October 2010

Licenses and 
other intangible 
assets

Total

£

£

889,245

138,589

889,245

138,589

1,027,834

185,837

1,027,834

185,837

1,213,671

1,213,671

161,481

79,749

161,481

79,749

241,230

75,436

241,230

75,436

316,666

316,666

897,005

897,005

786,604

786,604

In the year ended 31 October 2010, upon the adoption of International Financial Reporting Standards (IFRS),  the Directors 
considered the constituent elements of  Goodwill previously shown under Intangible assets.  In their view, had the acquisition of the 
related subsidiaries,  been transacted under IFRS  the amount arising would have been attributed to Licenses and other Intangible 
assets. This change has been reflected as a reclassification following the adoption of IFRS.

page 23

One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

9.  Property, plant and equipment - Group

Cost
At 1 November 2009
Additions

At 31 October 2010
Additions

At 31 October 2011

Depreciation
At 1 November 2009
Charge for the year

At 31 October 2010
Charge for the year

At 31 October 2011

Net book value

At 31 October 2011

At 31 October 2010

Office 
equipment
£

Furniture and 
fittings
£

49,727
4,877

54,604
23,276

77,880

20,355
16,557

36,912
15,736

52,648

25,232

17,692

5,234
9,239

14,473
1,595

16,068

4,653
1,609

6,262
3,339

9,601

6,467

8,211

Total

£

54,961
14,116

69,077
24,871

93,948

25,008
18,166

43,174
19,075

62,249

31,699

25,903

All depreciation is included in administrative expenses in the Consolidated Statement of Comprehensive Income.

Leased assets
Included within the net book value of £31,699 is £nil (2010: £1,936) relating to assets held under hire purchase agreements. The 
depreciation charged in the year in respect of assets held under hire purchase agreements amounted to £nil (2010: £3,320).

10.  Investment in subsidiary

Cost

At 1 November 2010 and 31 October 2011

Total

£

493,817

Company

Country of registration or incorporation

One Media Publishing Limited England and Wales

Collecting Records LLP

England and Wales

Nature of 
business
Audio-visual 
content 
management
Audio-visual 
content 
management

Class

Shares held %

Ordinary

100%

99%

The Company's investment at the balance sheet date is 100% of the share capital of the unlisted Company One Media Publishing 
Limited and 99% of the Limited Liability Partnership Collecting Records LLP. The other 1% of  the Limited Liability Partnership 
Collecting Records LLP is held by One Media Publishing Limited.

All the above activities are included in the consolidated financial statements.

page 24

One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

11. Debtors

Amounts owed by group undertakings
Trade receivables
Other debtors
Prepayments

-
39,258
253,242
11,033

-
187,585
260,763
10,989

         Group            
2011
£

         Group            
2010
£

    Company       

       Company       

2011
£

754,696
-
3,650
-

2010
£

238,185
-
29,035
-

Trade and other receivables are usually due within 30 to 60 days and do not bear any effective interest. A provision of £59,853 was 
made for doubtful debts at 31 October 2011 (2010 : £67,398). The movement in the provision for impairment during the year is as 
follows :

303,533

459,337

758,346

267,220

At 1 November 2009
Increase in the provision for impairment

At 31 October 2010
Increase in the provision for impairment
At 31 October 2011

12.  Cash and cash equivalents

GBP £
USD $
Euro

13. Trade and other payables

Current
Trade payables
Social security and other taxes
Corporation tax
Accruals & deferred Income
Other creditors
Lease and hire purchase

£
55,363
12,035

67,398
(7,545)
59,853

       Company       

         Group            
2011
£
295,353
110,100
4,317

         Group            
2010
£
616,288
5,016
8,078

    Company       

2011
£
139,562
-
-

2010
£
610,853
-
-

409,770

629,382

139,562

610,853

         Group            
2011
£

         Group            
2010
£

    Company       

21,634
9,941
81,942
53,060
250,142
-

41,889
8,717
66,653
379,880
178,769
2,245

416,719

678,153

2011
£

992
-
-
25,650
-
-

26,642

       Company       

2010
£

4,583
-
-
15,000
-
-

19,583

The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying 
amounts recognised in the balance sheet to be a  reasonable approximation of their fair value.

page 25

                
                
         
             
              
              
         
                 
             
                 
         
             
              
              
One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

13. Trade and other payables - continued

Lease and hire purchase agreements

Future commitments under hire purchase agreements are as follows :

Amounts payable within 1 year

-

14.  Share capital
Group and Company

Authorised :

-

2,245

2,245

2011
£

         Group            
2011
£

         Group            
2010
£

    Company       

2011
£

-

-

       Company       

2010
£

-

-

2010
£

200,000,000 ordinary shares of 0.5p each

1,000,000

1,000,000

Issued :

43,628,698 (2010 : 91,371,339) ordinary shares of 0.5p each

218,143

456,857

Pursuant to a General Meeting held on 17 December 2010 the Company bought back 47,909,291 Ordinary Shares of 0.5p each, 
amounting to 52.43% of the total issued share capital of the company for £219,500. The nominal value of  Ordinary Shares bought 
back of £239,546, has been recorded in the Share redemption reserve. The costs associated with this transaction, amounting to 
£23,897, have been set off against the Share premium account and the amount paid to buy back the shares amountint to £215,000, 
set against Retained earnings.

In addition to the above on 19 September 2011 166,650 Ordinary Shares of 0.5p each were issued at 3p per share  in part settlement 
of a Music Video  catalogue with a total value of £15,000.

At 31 October 2011 the following warrants were outstanding :

Year of grant

2009
2009
2009

Nos of 
shares

10,000,000
2,000,000
6,000,000
18,000,000

Period of subscription

Price per share

3 years
3 years
3 years

1p
1.5p
2p

No warrants were exercised during the period.

At 31 October 2011, 3,600,000 share options of 2.75p were outstanding. The options were granted on 7 March 2011 when the share 
price was 2.75p per share. The Fair Value of these options, based on the Black Scholes model, was 4.15p per share based on a risk 
free interest rate of 5% and a volatility of 40%. The options are exercisable on or before 6th March 2018. A share option charge of 
£4,791 has been made for the year ended 31 October 2011 (2010 £nil ).

page 26

                 
                 
                 
One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

15.  Company reserves

Balance at 1 November 2009

Retained profit for the year 
ended 31 October 2010

Balance at 31 October 2010

Share 
redemption 
reserve
£

-

-

Share 
premium 
account

£

663,000

-

663,000

Share option 
reserve

Retained 
earnings

Total

£

-

-

-

£

£

(191,304)

471,696

423,754

423,754

232,450

895,450

Share buy back

239,546

(23,897)

(219,500)

(3,851)

Issue of new shares

4,168

4,168

Retained profit for the year 
ended 31 October 2011

Dividend paid

-

-

4,791

261,376

266,167

(14,994)

(14,994)

Balance at 31 October 2011

239,546

643,271

4,791

259,332

1,146,940

Details of movements in the Groups reserves are shown on page 12, Consolidated Statement of Changes in Equity,  and are not 
repeated here.

16.  Dividend per share

A dividend of 0.000345p (2010: nil) per share was declared and paid during the year.

17.  Contingent liabilities

There were no contingent liabilities at 31 October 2011 or 31 October 2010.

18.  Capital commitments

There were no capital commitments at 31 October 2011 or 31 October 2010.

19.  Operating lease commitments

Group

Rent
Vehicles

Within  one 
year
£

2011

1 to 5 years

Total

£

£

Within  one 
year
£

34,548
4,831

-
3,221

34,548
8,052

23,119
-

39,379

3,221

42,600

23,119

23,119

The lease for rent is due to expire on 9 July 2012 and for vehicles at the end of June 2013.

2010

1 to 5 years

Total

£

23,119-
-

£

46,238
-

46,238

page 27

           
                
             
                     
            
             
           
               
                
                
One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

20.  Financial instruments

The Group uses financial instruments comprising cash and cash equivalents, other loans and various other short-term instruments 
such as trade receivables and trade payables which arise from its operations. The main purpose of these financial instruments is to 
fund the Group's business strategy and the short-term working capital requirements of the business.

Financial assets by category

The IAS 39 categories of financial asset included in the Consolidated Statement of Financial Position are as follows :

Loans and 
receivables

Non financial 
assets

2011
Total

Loans and 
receivables

Non financial 
assets

2010
Total

Licenses and other 
intangible assets
Property, plant and equipment
Trade receivables
Other debtors
Prepayments
Cash and cash equivalents

£

-

-
39,258
253,242
11,033
409,770

£

£

£

£

£

897,005

897,005 -

31,699
-
-
-
-

31,699 -
39,258
253,242
11,033
409,770

187,585 -
260,763 -
10,989 -
629,382 -

786,604

25,903

786,604

25,903
187,585
260,763
10,989
629,382

Total

713,303

928,704

1,642,007

1,088,719

812,507

1,901,226

Financial liabilities by category

The IAS 39 categories of financial asset included in the Consolidated Statement of Financial Position are as follows :

Other 
financial 
liabilities at 
amortised 
cost
£

Liabilities not 
within the 
scope of IAS 
39

2011

Other financial 
liabilities at 
amortised cost

Liabilities not 
within the scope 
of IAS 39

2010
Total

£

£

£

£

£

Trade payables
Social security and other taxes
Corporation tax
Accruals & deferred Income
Other creditors
Lease and hire purchase

21,634
9,941
81,942
-
250,142
-

-
-
-
53,060
-
-

21,634
9,941
81,942
53,060
250,142
-

41,889 -
8,717 -
66,653 -

-

178,769 -

-

-
-
-
379,880
-
2,245

41,889
8,717
66,653
379,880
178,769
2,245

363,659

53,060

416,719

296,028

382,125

678,153

The Group is exposed to a variety of financial risks which result from its operating activities. The board is responsible for co-ordinating 
the Group's risk management and focuses on actively securing the Group's short to medium term cash flows. Long term investments 
are managed to generate lasting returns.

page 28

One Media Publishing Group PLC
Notes to the Consolidated Financial Statements 
For the year ended 31 October 2011

21.  Financial instruments - continued

The Group does not actively engage in the trading of financial assets and has no financial derivatives. The most significant risks to 
which the Group is exposed are described below :

Credit risk
The Group's credit risk is primarily attributable to its trade receivables, other debtors and cash and cash equivalents. The amounts 
presented in the Consolidated Statement of Financial Position are net of any allowances for doubtful receivables. The Group has a 
significant concentration of credit risk associated with its distributor of "digital downloads", The Orchard. The maximum credit to which 
the Group is exposed is £713,303 (2010: £1,088,719). Cash at bank is all held with highly rated banks or deposit takers, the suitability 
of which is constantly reviewed.

Liquidity risk
The Group seeks to manage risks to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash and assets 
safely and profitably. Short term flexibility is achieved by the use of money markets to deposit excess cash which is not required in the 
short term. The directors prepare cash flow forecasts on a regular basis to identify at an early stage any short term funding difficulties.

All the financial liabilities noted above are expected to result in cash outflow within six months of the year end. At 31 October 2011, 
£281,717 (2010 : £229,375 ) of the financial liabilities were expected to result in cash outflow within six months of the year end.

Currency risk
The Group is exposed to foreign exchange risk in connection with its digital downloading business where the revenue is largely 
transacted largely in USD $ and the settlement of royalty and other liabilities arising from this revenue is largely denominated 
in USD $.

22.  Related party transactions

There were no related party transactions in the year under review or in the year ended 31 October 2010, other than transactions with 
the directors as disclosed in the Directors' Report and note 5 to the financial statements.

page 29