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England and Wales		7389		98-0200628
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

Maximum

Proposed Maximum

Amount to be

Offering Price

Aggregate Offering

Amount of

Title of Each Class of Securities to be Registered

Registered(1)

Per Share(2)

Price

Registration Fee

Ordinary Shares, par value £0.01 per share(3)

30,238,996

$7.12

$215,301,652

$25,341

Ordinary Shares, par value £0.01 per share(3)(4)

3,025,000

$7.12

$21,538,000

$2,535

Total Registration Fee

$27,876(5)

(1)	In accordance with Rule 416(a), the Registrant is also registering hereunder an indeterminate number of additional shares of common stock that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)	Estimated pursuant to Rule 457(c) of the Securities Act of 1933, as amended, solely for the purpose of computing the amount of the registration fee based on the average of the high and low sales prices of the ordinary shares traded in the form of Global Depositary Receipts, or GDRs, as reported by the Frankfurt Stock Exchange in Germany on September 15, 2005. For purposes of this calculation the sales price of the GDRs is converted into U.S. dollars at an exchange rate of € 0.81413 per $1.00, which is based on the average bid and ask currency exchange price as reported by OANDA on September 15, 2005.
(3)	Consists of ordinary shares that are to be offered and sold in the form of American Depositary Shares, or ADSs, by the selling shareholders identified in this prospectus and any prospectus supplement. The ADSs, each representing one ordinary share, evidenced by American Depositary Receipts, or ADRs, upon deposit of the ordinary shares registered hereby, are being registered under a separate registration statement on Form F-6.
(4)	Represents shares of the Registrant’s ordinary shares being registered for resale that have been or may be acquired upon the exercise of warrants or options issued to the selling shareholders named in this prospectus and any prospectus supplement.
(5)	Previously paid. Pursuant to Rule 457(p), the registration fee was partially offset by a previously paid filing fee of $12,670 paid in connection with the filing on August 4, 2004 by MatchNet, Inc. of a registration statement on Form S-1 (file number 333-117940). In addition, $15,210 was also previously paid.

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The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

•		The selling shareholders identified in this prospectus and any prospectus supplement are offering 33,263,996 ordinary shares in the form of American Depositary Shares, or ADSs. Each ADS represents the right to receive one ordinary share. We will not receive any proceeds from the sale of our shares by the selling shareholders, except for funds received from the exercise of warrants and options held by selling shareholders, if and when exercised.
•		No established public market for our ordinary shares or ADSs currently exists in the United States of America.
•		Our ordinary shares in the form of Global Depositary Shares, or GDSs, currently trade on the Frankfurt Stock Exchange under the symbol “MHJG.” The last reported sales price of the GDSs on the Frankfurt Stock Exchange on April 5, 2006 was € 5.12 per GDS, or $6.24 per GDS.
•		Our ordinary shares in the form of ADSs currently trade on the American Stock Exchange under the symbol “LOV.” The last reported sales price of the ADSs on the American Stock Exchange on April 5, 2006 was $7.10 per ADS.
•		The current offering price as of the date of this prospectus is between approximately $4.68 and $6.24, which is approximately 75% and 100% of the last reported sales price of the GDSs on the Frankfurt Stock Exchange as of April 5, 2006. Selling shareholders will sell the ADSs at this price until our ADSs are listed on the American Stock Exchange and there is an established market for these shares, the selling shareholders may sell the ADSs from time to time at market price prevailing on the American Stock Exchange at the time of offer and sale, or at prices related to such prevailing market prices or in negotiated transactions or a combination of such methods of sale directly or through brokers.

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Prospectus Summary			1
Risk Factors			7
Cautionary Statement Regarding Forward-Looking Statements			32
Use Of Proceeds			34
Rescission Offer			34
Price Range Of Global Depositary Share			37
Dividend Policy			37
Capitalization			38
Dilution			39
Selected Consolidated Financial Data			40
Pro Forma Combined Financial Data			42
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations			44
Business			68
Management			78
Certain Relationships And Related Transactions			88
Principal And Selling Shareholders			91
Description Of Share Capital			98
Shares Eligible For Future Sale			113
Plan Of Distribution			115
Taxation			117
Legal Matters			124
Experts			124
Where You Can Find More Information			125
Index To Consolidated Financial Statements			F-1
Information Not Required In This Prospectus			II-1
Exhibit 10.13(a)
Exhibit 23.1
Exhibit 23.2

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	•	Increasing our base of members in the United States and internationally through consistent and targeted marketing efforts. We define a member as an individual who has posted a personal profile during the immediately preceding 12 months or an individual who has previously posted a personal profile and has subsequently logged on to one of our Web sites at least once in the preceding 12 months. Members may or may not be paying subscribers which we define as individuals who have paid a monthly fee for access to communication and Web site features beyond those provided to our members. Accordingly, the number of members we have at any given time may not directly affect our revenue.
	•	Increasing the number of our members who become paying subscribers by offering improved technology and communications features and by utilizing our strong customer service focus.
	•	Extending into new vertical affinity markets that we believe will be receptive to paid online personals and are large enough to enable us to attain enough paying subscribers sufficient to support an online community. We view vertical affinity markets as identifiable groups of people who share common interests, backgrounds and traits and the desire to meet companions or dates with similar interests, backgrounds or traits.

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ADSs offered by selling shareholders		33,263,996 ADSs(1)
Total ordinary shares outstanding after the offering, including ordinary shares underlying ADSs and GDSs		30,247,996 Ordinary Shares(2)
Use of Proceeds		We will not receive any of the net proceeds from the sale of shares by the selling shareholders. See “Use of Proceeds.”
American Stock Exchange symbol		LOV

(1)	Consists of 30,238,996 ordinary shares, 2,595,000 ordinary shares underlying options and 430,000 ordinary shares underlying warrants. The ordinary shares are to be offered and sold in the form of American Depositary Shares, or ADSs. The ADSs, each representing one ordinary share, evidenced by American Depositary Receipts, or ADRs, upon deposit of the ordinary shares registered hereby, have been registered under a separate registration statement on Form F-6.
(2)	The total number of ordinary shares to be outstanding immediately after this offering is based on 30,247,996 ordinary shares outstanding as of February 1, 2006. This information excludes:

	•	4,655,201 ordinary shares issuable upon the exercise of outstanding options as of February 1, 2006, with exercise prices ranging from $0.89 to $9.56 per share and a weighted average exercise price of $5.70 per share;
	•	430,000 ordinary shares issuable upon the exercise of warrants outstanding as of February 1, 2006, with an exercise price an exercise price of $2.52 per share; and
	•	14,424,049 ordinary shares available for issuance under our share option schemes.

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			Years ended December 31,(1)
			2005				2004(6)				2003(6)				2002				2001
			(in thousands, except per share amounts)
Consolidated Statements of Operations Data:
Net revenues			$	65,511			$	65,052			$	36,941			$	16,352			$	10,434
Direct marketing expenses				24,411				31,240				18,395				5,396				2,044
Contribution margin				41,100				33,812				18,546				10,956				8,390
Operating expenses:*
	Indirect marketing			1,208				2,607				986				403				540
	Customer service			2,827				3,379				2,536				1,207				641
	Technical operations			7,546				7,184				4,481				1,587				1,772
	Product development			4,118				2,013				959				603				359
	General and administrative			25,074				29,253	(2)			18,537	(2)			7,996				5,496
	Amortization of intangible assets other than goodwill			1,085				860				555				524				2,137
	Impairment of long-lived assets			105				208				1,532				—				3,997
Total operating expenses				41,963				45,504				29,586				12,320				14,942
Operating (loss)				(863	)			(11,692	)			(11,040	)			(1,364	)			(6,552	)
Interest (income) and other expenses, net				711				(66	)			(188	)			(840	)			1,627
(Loss) before income taxes				(1,574	)			(11,626	)			(10,852	)			(524	)			(8,179	)
Provision for income taxes				(136	)			1				—				—				—
Net (loss)				(1,438	)			(11,627	)			(10,852	)			(524	)			(8,179	)
Net (loss) per share — basic and diluted(3)				(0.06	)			(0.51	)			(0.57	)			(0.03	)			(0.47	)
Weighted average shares outstanding-basic and diluted(3)				26,105				22,667				18,970				18,460				17,460
Other Financial Data:
Depreciation				3,624				3,065				1,441				874				544
Additional Information:
Average paying subscribers(4)				220,000				226,100				125,800				58,700				—

		2005				2004(6)				2003(6)				2002				2001
* Operating expenses include share-based compensation as follows:
Indirect marketing			24				156				79				—				—
Customer service			44				—				—				—				—
Technical operations			338				22				140				—				—
Product development			248				—				—				—				—
General and administrative			2,063				1,526				1,652				—				—

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		December 31,
		2005				2004				2003				2002				2001
Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities			17,292				7,423				5,815				7,755				7,569
Total assets			48,620				27,359				16,969				17,461				16,352
Deferred revenue			4,991				3,933				3,232				1,535				993
Capital lease obligations and notes payable			10,830				1,873				487				—				—
Total liabilities			23,437				16,872				11,659				3,998				3,238
Shares subject to rescission(5)			6,089				3,819				—				—				—
Accumulated deficit			(45,073	)			(43,635	)			(32,008	)			(21,156	)			(20,632	)
Total shareholders’ equity			19,094				6,668				5,310				13,463				13,114

(1)	Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of certain asset and business acquisitions.
(2)	In 2004, general and administrative expenses included an expense of approximately $2.4 million related to an employee severance, $2.1 million related to the United States initial public offering of MatchNet, Inc. that was planned for mid-2004, but which was withdrawn shortly after the related registration statement was filed in the third quarter of 2004, as well as one legal settlement resulting in the recognition of $900,000 in expenses in the third quarter and two legal settlements resulting in the recognition of $2.1 million in expenses in the fourth quarter of 2004. In 2003, general and administrative expenses included a charge of $1.7 million primarily related to a settlement with Comdisco.
(3)	For information regarding the computation of per share amounts, refer to note 1 of our consolidated financial statements.
(4)	Average paying subscribers for each month are calculated as the sum of the paying subscribers at the beginning and the end of the month, divided by two. Average paying subscribers for periods longer than one month are calculated as the sum of the average paying subscribers for each month, divided by the number of months in such period. Additionally, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of business metrics we use to evaluate our business. We did not track data for the year ended December 31, 2001 sufficient to accurately set forth the number of average paying subscribers for the respective periods.
(5)	Under our 2000 Executive Share Option Scheme (“2000 Option Scheme”), we granted options to purchase ordinary shares to certain of our employees, directors and consultants. The issuances of securities upon exercise of options granted under our 2000 Option Scheme may not have been exempt from registration and qualification under federal and California state securities laws, and as a result, we may have potential liability to those employees, directors and consultants to whom we issued securities upon the exercise of these options. In order to address that issue, we may elect to make a rescission offer to those persons who exercised all, or a portion, of those options and continue to hold the shares issued upon exercise, to give them the opportunity to rescind the issuance of those shares. However, it is the Securities and Exchange Commission’s position that a rescission offer will not bar or extinguish any liability under the Securities Act of 1933 with respect to these options and shares, nor will a rescission offer extinguish a holder’s right to rescind the issuance of securities that were not registered or exempt from the registration requirements under the Securities Act of 1933. As of December 31, 2005, assuming every eligible person that continues to hold the securities issued upon exercise of options granted under the 2000 Option Scheme were to accept a rescission offer, we estimate the total cost to us to complete the rescission would be approximately $6.1 million including statutory interest at 7% per annum, accrued since the date of exercise of the options. The rescission acquisition price is calculated as equal to the original exercise price paid by the optionee to our company upon exercise of their option.
(6)	For the purposes of this and all future filings, prior period classification of share-based compensation was reclassified to conform to current period classification.

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	•	the size and diversity of our member and paying subscriber bases;
	•	the timing and market acceptance of our products and services, including the developments and enhancements to those products and services relative to those offered by our competitors;
	•	customer service and support efforts;
	•	selling and marketing efforts; and
	•	our brand strength in the marketplace relative to our competitors.

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	•	competition from pre-existing competitors with significantly stronger brand recognition in the markets we enter;
	•	our improper evaluations of the potential of such markets;
	•	diversion of capital and other valuable resources away from our core business and other opportunities that are potentially more profitable; and
	•	weakening our current brands by over expansion into too many new markets.

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	•	the need to implement or remediate controls, procedures and policies of acquired companies that lacked appropriate controls, procedures and policies prior to the acquisition;
	•	diversion of management time and focus from operating our business to acquisition integration challenges;
	•	cultural challenges associated with integrating employees from an acquired company into our organization;

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	•	retaining employees from the businesses we acquire; and
	•	the need to integrate each company’s accounting, management information, human resource and other administrative systems to permit effective management.

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	•	the demand for, and acceptance of, our online personals services and enhancements to these services;
	•	the timing and amount of our subscription revenues;
	•	the introduction, development, timing, competitive pricing and market acceptance of our Web sites and services and those of our competitors;

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	•	the magnitude and timing of marketing initiatives and capital expenditures relating to expansion of our operations;
	•	the cost and timing of online and offline advertising and other marketing efforts;
	•	the maintenance and development of relationships with portals, search engines, ISPs and other Web properties and other entities capable of attracting potential members and paying subscribers to our Web sites;
	•	technical difficulties, system failures, system security breaches, or downtime of the Internet, in general, or of our products and services, in particular;
	•	costs related to any acquisitions or dispositions of technologies or businesses; and
	•	general economic conditions, as well as those specific to the Internet, online personals and related industries.

	•	challenges caused by distance, language and cultural differences;
	•	local competitors with substantially greater brand recognition, more users and more traffic than we have;
	•	our need to create and increase our brand recognition and improve our marketing efforts internationally and build strong relationships with local affiliates;
	•	longer payment cycles in some countries;

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	•	credit risk and higher levels of payment fraud in some countries;
	•	different legal and regulatory restrictions among jurisdictions;
	•	political, social and economic instability;
	•	potentially adverse tax consequences; and
	•	higher costs associated with doing business internationally.

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	•	if at any time Great Hill notifies a Selling Shareholder of its desire and intention to designate a single director (“Great Hill Director”) in advance of any meeting of the shareholders for the election of directors or when any other approval is sought with respect to the election of directors, such Selling Shareholder agreed to vote all of its voting shares that are owned or held of record by such Selling Shareholder or to which it has voting power or can direct, restrict or control any such voting power (the “Remaining Shares”) to elect such Great Hill Director; and
	•	if at any time Great Hill notifies a Selling Shareholder of its desire and intention to remove or replace a Great Hill Director or to fill a vacancy caused by the resignation of a Great Hill Director, such Selling Shareholder agreed to cooperate in causing the requested removal and/or replacement by voting in the appropriate manner.

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	•	acquire or seek to acquire, directly or indirectly, ownership of any of our voting securities (or rights to acquire any of our class of securities or any subsidiary thereof) such that Great Hill Equity Partners II and its affiliates (the “Great Hill Group”) would beneficially own more than 29.9% of our total voting power (the “Total Voting Power”), which is defined as the aggregate number of votes which may be cast by holders of outstanding voting securities on a poll at a general meeting of ours taking into account any voting restrictions imposed by our Articles of Association, or take any action that would require us to make a public announcement regarding the foregoing under applicable law;
	•	participate in any of the following with respect to us or our subsidiaries: (i) any tender, takeover or exchange offer or other business combination, (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction, or (iii) any solicitation of proxies or consents to vote any voting securities;
	•	form, join or participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing;
	•	seek to control our Board of Directors; and
	•	enter into any arrangements with any third party with respect to any of the above.

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	•	you may not be able to participate in rights offers or dividend alternatives if, in the discretion of the depositary, after consultation with us, it is unlawful or not practicable to do so;
	•	you may not receive certain copies of reports and information sent by us to the depositary and may have to go to the office of the depositary to inspect any reports issued;
	•	the deposit agreement may be amended by us and the depositary, or may be terminated by us or the depositary, each with thirty (30) days notice to you and without your consent in a manner that could prejudice your rights, and the deposit agreement limits our obligations and liabilities and those of the depositary.

	•	that it did not have jurisdiction; and/or
	•	that it was not the appropriate forum for such proceedings; and/or
	•	that, applying English conflict of laws rules, U.S. law (including U.S. securities laws) did not apply to the relationship between you and us or our directors and officers; and/or
	•	that the U.S. securities laws were of a public or penal nature and should not be enforced by the English court.

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	•	effect service of process within the United States upon such director; or
	•	enforce in U.S. courts judgments obtained against such director in the U.S. courts in any action, including actions under the civil liability provisions of U.S. securities laws; or
	•	enforce in U.S. courts judgments obtained against such director in courts of jurisdictions outside the United States in any action, including actions under the civil liability provisions of U.S. securities laws.

	•	that the judgment is final and conclusive;
	•	that the U.S. court had jurisdiction (as a matter of English law);
	•	that the U.S. judgment is not impeachable for fraud and is not contrary to English rules of natural justice;
	•	that the enforcement of the judgment will not be contrary to public policy or statute in England;
	•	that the judgment is for a liquidated sum;
	•	that the English proceedings were commenced within the relevant limitation period;
	•	that the judgment is not directly or indirectly for the payment of taxes or other charges of a like nature or a fine or penalty;

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	•	that the judgment remains valid and enforceable in the court in which it was obtained unless and until it is stayed or set aside; and
	•	that, before the date on which the U.S. court gave judgment, the issues in question had not been the subject of a final judgment of an English court or of a court of another jurisdiction whose judgment is enforceable in England.

	•	our significant operating losses and uncertainties relating to our ability to generate positive cash flow and operating profits in the future;
	•	difficulty in evaluating our future prospects based on our limited operating history and relatively new business model;
	•	our ability to attract members, convert members into paying subscribers and retain our paying subscribers, in addition to maintain paying subscribers;
	•	the highly competitive nature of our business;
	•	our ability to keep pace with rapid technological change;
	•	the strength of our existing brands and our ability to maintain and enhance those brands;

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	•	our ability to effectively manage our growth;
	•	our dependence upon the telecommunications infrastructure and our networking hardware and software infrastructure;
	•	risks related to our recent accounting restatements;
	•	uncertainties relating to potential acquisitions of companies;
	•	the volatility of the price of our ADSs after this offering;
	•	the strain on our resources and management team of being a public company in the United States;
	•	the ability of our principal shareholders to exercise significant influence over our company; and
	•	other factors referenced in this prospectus and other reports.

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			High								Low
Year ended December 31, 2004
	First Quarter		€	11.85			$	14.68			€	4.20			$	5.39
	Second Quarter		€	9.85			$	11.79			€	6.30			$	7.63
	Third Quarter		€	8.00			$	9.62			€	2.85			$	3.49
	Fourth Quarter		€	7.33			$	9.68			€	4.75			$	6.06
Year ended December 31, 2005
	First Quarter		€	8.25			$	10.66			€	6.16			$	8.02
	Second Quarter		€	8.00			$	10.37			€	5.26			$	6.47
	Third Quarter		€	7.50			$	9.28			€	5.25			$	6.85
	Fourth Quarter		€	6.29			$	7.50			€	4.45			$	5.22

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					December 31, 2005
					(in thousands
					except per share
					data)
Notes payable, including current portion					$	10,830
Shares subject to rescission						6,089
Shareholders’ equity:
	Ordinary shares, £0.01 par value, 80,000,000 shares authorized; 30,241,496 shares issued and outstanding					487
	Additional paid-in-capital					64,064
	Deferred share-based compensation					—
	Accumulated other comprehensive loss					(302	)
	Notes receivable from employees					(82	)
	Accumulated deficit					(45,073	)
		Total shareholders’ equity				19,094
			Total capitalization		$	36,013

	•	4,703,250 ordinary shares issuable upon the exercise of outstanding options as of December 31, 2005, with exercise prices ranging from $0.86 to $9.34 per share and a weighted average exercise price of $5.57 per share;
	•	430,000 ordinary shares issuable upon the exercise of warrants outstanding as of December 31, 2005, with an exercise price of $2.46 per share; and
	•	14,386,500 ordinary shares available for issuance under our share option schemes.

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			Years ended December 31,(1)
			2005				2004(6)				2003(6)				2002				2001
			(in thousands, except per share amounts)
Consolidated Statements of Operations Data:
Net revenues			$	65,511			$	65,052			$	36,941			$	16,352			$	10,434
Direct marketing expenses				24,411				31,240				18,395				5,396				2,044
Contribution margin				41,100				33,812				18,546				10,956				8,390
Operating expenses:*
	Indirect marketing			1,208				2,607				986				403				540
	Customer service			2,827				3,379				2,536				1,207				641
	Technical operations			7,546				7,184				4,481				1,587				1,772
	Product development			4,118				2,013				959				603				359
	General and administrative			25,074				29,253	(2)			18,537	(2)			7,996				5,496
	Amortization of intangible assets other than goodwill			1,085				860				555				524				2,137
	Impairment of long-lived assets			105				208				1,532				—				3,997
Total operating expenses				41,963				45,504				29,586				12,320				14,942
Operating (loss)				(863	)			(11,692	)			(11,040	)			(1,364	)			(6,552	)
Interest (income) and other expenses, net				711				(66	)			(188	)			(840	)			1,627
(Loss) before income taxes				(1,574	)			(11,626	)			(10,852	)			(524	)			(8,179	)
Provision for income taxes				(136	)			1				—				—				—
Net (loss)			$	(1,438	)		$	(11,627	)		$	(10,852	)		$	(524	)		$	(8,179	)
Net (loss) per share — basic and diluted(3)			$	(0.06	)		$	(0.51	)		$	(0.57	)		$	(0.03	)		$	(0.47	)
Weighted average shares outstanding-basic and diluted(3)				26,105				22,667				18,970				18,460				17,460
Other Financial Data:
Depreciation				3,624				3,065				1,441				874				544
Additional Information:
Average paying subscribers(4)				220,000				226,100				125,800				58,700				—

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			2005				2004(6)				2003(6)				2002				2001
* Operating expenses include share-based compensation as follows:
	Indirect marketing			24				156				79				—				—
	Customer service			44				—				—				—				—
	Technical operations			338				22				140				—				—
	Product development			248				—				—				—				—
	General and administrative			2,063				1,526				1,652				—				—

		December 31,
		2005				2004				2003				2002				2001
Consolidated Balance Sheet Data:
Cash, cash equivalents and marketable securities			17,292				7,423				5,815				7,755				7,569
Total assets			48,620				27,359				16,969				17,461				16,352
Deferred revenue			4,991				3,933				3,232				1,535				993
Capital lease obligations and notes payable			10,830				1,873				487				—				—
Total liabilities			23,437				16,872				11,659				3,998				3,238
Shares subject to rescission(5)			6,089				3,819				—				—				—
Accumulated deficit			(45,073	)			(43,635	)			(32,008	)			(21,156	)			(20,632	)
Total shareholders’ equity			19,094				6,668				5,310				13,463				13,114

(1)	Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of certain asset and business acquisitions.
(2)	In 2004, general and administrative expenses included an expense of approximately $2.4 million related to an employee severance, $2.1 million related to the United States initial public offering of MatchNet, Inc. that was planned for mid-2004, but which was withdrawn shortly after the related registration statement was filed in the third quarter of 2004, as well as one legal settlement resulting in the recognition of $900,000 in expenses in the third quarter and two legal settlements resulting in the recognition of $2.1 million in expenses in the fourth quarter of 2004. In 2003, general and administrative expenses included a charge of $1.7 million primarily related to a settlement with Comdisco.
(3)	For information regarding the computation of per share amounts, refer to note 1 of our consolidated financial statements.
(4)	Average paying subscribers for each month are calculated as the sum of the paying subscribers at the beginning and the end of the month, divided by two. Average paying subscribers for periods longer than one month are calculated as the sum of the average paying subscribers for each month, divided by the number of months in such period. Additionally, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of business metrics we use to evaluate our business. We did not track data for the year ended December 31, 2001 sufficient to accurately set forth the number of average paying subscribers for the respective periods.
(5)	Under our 2000 Executive Share Option Scheme (“2000 Option Scheme”), we granted options to purchase ordinary shares to certain of our employees, directors and consultants. The issuances of securities upon exercise of options granted under our 2000 Option Scheme may not have been exempt from registration and qualification under federal and California state securities laws, and as a result, we may have potential liability to those employees, directors and consultants to whom we issued securities upon the exercise of these options. In order to address that issue, we may elect to make a rescission offer to those persons who exercised all, or a portion, of those options and continue to hold the shares issued upon exercise, to give them the opportunity to rescind the issuance of those shares. However, it is the Securities and Exchange Commission’s position that a rescission offer will not bar or extinguish any liability under the Securities Act of 1933 with respect to these options and shares, nor will a rescission offer extinguish a holder’s right to rescind the issuance of securities that were not registered or exempt from the registration requirements under the Securities Act of 1933. As of December 31, 2005, assuming every eligible person that continues to hold the securities issued upon exercise of options granted under the 2000 Option Scheme were to accept a rescission offer, we estimate the total cost to us to complete the rescission would be approximately $6.1 million including statutory interest at 7% per annum, accrued since the date of exercise of the options. The rescission acquisition price is calculated as equal to the original exercise price paid by the optionee to our company upon exercise of their option.
(6)	For the purposes of this and all future filings, prior period classification of share-based compensation was reclassified to conform to current period classification.

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				Year ended December 31, 2005
				Spark				Mingle				Pro Forma				Pro Forma
				Networks				Match				Adjustments				Consolidated
				(in thousands, except per share amounts)
Net revenues				$	65,511			$	1,453			$	—			$	66,964
Direct marketing expenses					24,411				741				—				25,152
	Contribution margin				41,100				712				—				41,812
Operating expenses:
	Indirect marketing				1,208				79				—				1,287
	Customer service				2,827				147				—				2,974
	Technical operations				7,546				350				—				7,896
	Product development				4,118				113				—				4,231
	General and administrative (excluding share-based compensation)				25,074				986				—				26,060
	Amortization of intangible assets other than goodwill				1,085				2				313(1	)			1,400
	Impairment of long lived assets				105				—				—				105
		Total operating expenses			41,963				1,677				313				43,953
Operating (loss) income					(863	)			(965	)			(313	)			(2,141	)
Interest (income) and other expenses, net					711				(209	)			—				502
Pre-tax (loss)					(1,574	)			(756	)			(313	)			(2,643	)
Income taxes					(136	)			—				—				(136	)
Net (loss)				$	(1,438	)		$	(756	)		$	(313	)		$	(2,507	)
Net (loss) income per ordinary share — basic and diluted					(0.06	)											(0.10	)
Weighted average ordinary shares outstanding — basic and diluted					26,105												26,105

(1)	Represents amortization of intangible assets that would have occurred if the purchase had happened on January 1, 2005.

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		Stub Period Ended
		May 18, 2005
Domain Names		$	297
Subscriber Discounts			—
Developed Software			16
Total Amortization			313

			At May
			19, 2005
(In thousands)
Current assets (including cash acquired of $221)			$	295
Property and equipment, net				162
Goodwill				9,742
Domain names and databases				4,655
	Total assets acquired			14,854
Current liabilities				41
Deferred tax liability				1,823
	Net assets acquired		$	12,990

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	•	In May 2005, we acquired MingleMatch, Inc., a company that operates religious, ethnic, special interest and geographically targeted online singles communities. The acquisition of

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		MingleMatch fits with our strategy of creating affinity-focused online personals that provide quality experiences for our members. We expect that our purchase of MingleMatch will allow for numerous cost savings and revenue synergies. Expected cost savings include savings from cost reductions in customer service and marketing, where we plan to be able to market to existing members of our other Web sites, particularly AmericanSingles. Expected revenue synergies include cross-promotion and bundled subscription opportunities with members of our other Web sites, particularly AmericanSingles.
	•	In September 2004, we purchased a 20% equity interest, with an option to acquire the remaining interest, in Duplo AB, an online provider of social networking products and services in Sweden, with the intent of expanding into new markets and strengthening our existing brands.
	•	In January 2004, we purchased Point Match Ltd., a competitor of JDate.co.il in Israel.

	•	continued acceptance of online personals services;
	•	our ability to attract a large number of new members and paying subscribers, and retain those members and paying subscribers;
	•	our ability to increase brand awareness, both domestically and internationally;
	•	our ability to sustain and, when possible, increase subscription fees for our services; and
	•	our ability to introduce new targeted Web sites, affiliate programs, fee-based services and advertising as additional sources of revenues.

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	•	Cost per subscription (CPS) where we pay an online advertising provider a fee based upon the number of new paying subscribers that it generates;
	•	Cost per acquisition (CPA) where we pay an online advertising provider a fee based on the number of new member registrations it generates;
	•	Cost per click (CPC) where we pay an online advertising provider a fee based on the number of clicks to our Web sites it generates; and
	•	Cost per thousand for banner advertising (CPM) where we pay an online advertising provider a fee based on the number of times it displays our advertisements.

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	•	a significant decline in actual projected revenue;
	•	a significant decline in the market value of our depositary shares;
	•	a significant decline in performance of certain acquired companies relative to our original projections;
	•	an excess of our net book value over our market value;
	•	a significant decline in our operating results relative to our operating forecasts;
	•	a significant change in the manner of our use of acquired assets or the strategy for our overall business;
	•	a significant decrease in the market value of an asset;
	•	a shift in technology demands and development; and
	•	a significant turnover in key management or other personnel.

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		Year Ended December
		2005				2004				2003
		(in thousands)
Net loss as reported		$	(1,438	)		$	(11,627	)		$	(10,852	)
Add: SFAS 123(R) share based employee compensation expense included in reported net income, net of related tax effects			2,717				—				—
Add: share based employee compensation expense recorded in the accompanying consolidated statements of operations Pre-SFAS 123(R)			(30	)			367				75
Deduct: Total share based employee compensation expense determined under fair value based method for all awards, of related tax effects			(5,460	)			(3,452	)			(3,645	)
Pro forma net loss		$	(4,211	)		$	(14,712	)		$	(14,422	)
Loss Per Share
As reported — basic & diluted		$	(0.06	)		$	(0.51	)		$	(0.57	)
Pro forma — basic & diluted		$	(0.16	)		$	(0.65	)		$	(0.76	)

		Six Months				Year Ended
		Ended June 30,				December 31,
		2005				2004
Expected life in years			4				4
Dividend per share			—				—
Volatility			76.2	%			70.0	%
Risk-free interest rate			3.5	%			3.5	%

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				Year Ended December 31,
												2005												2004
				2005								Consolidated				2004								Consolidated
				Spark				2005				Before				Spark				2004				Before
				Networks				Share-Based				Share-Based				Networks				Share-Based				Share-Based
				Consolidated(1)				Compensation(2)				Compensation				Consolidated(1)(4)				Compensation(2)(4)				Compensation
				(in thousands)
Net revenues				$	65,511			$	—			$	65,511			$	65,052			$	—			$	65,052
Direct marketing expenses					24,411				—				24,411				31,240				—				31,240
	Contribution margin				41,100				—				41,100				33,812				—				33,812
Operating expenses:
	Indirect marketing				1,208				24				1,184				2,607				156				2,451
	Customer service				2,827				44				2,783				3,379				—				3,379
	Technical operations				7,546				338				7,208				7,184				22				7,162
	Product development				4,118				248				3,870				2,013				—				2,013
	General and administrative				25,074				2,063				23,011				29,253				1,526				27,727
	Amortization of intangible assets other than goodwill				1,085				—				1,085				860				—				860
	Impairment of long lived assets				105				—				105				208				—				208
		Total operating expenses			41,963				2,717				39,246				45,504				1,704				43,800
Operating (loss) income					(863	)			(2,717	)			1,854				(11,692	)			(1,704	)			(9,988	)
Interest (income) and other expenses, net					711				—				711				(66	)			—				(66	)
Pre-tax (loss) income					(1,574	)			(2,717	)			1,143				(11,626	)			(1,704	)			(9,922	)
Income taxes					(136	)			—				(136	)			1				—				1
Net (loss) income				$	(1,438	)		$	(2,717	)		$	1,279			$	(11,627	)		$	(1,704	)		$	(9,923	)
Interest expense					193				—				193				(32	)			—				(32	)
Income taxes					(136	)			—				(136	)			1				—				1
Depreciation					3,624				—				3,624				3,065				—				3,065
Amortization of intangible assets					1,085				—				1,085				860				—				860
EBITDA(3)				$	3,328			$	(2,717	)		$	6,045			$	(7,733	)		$	(1,704	)		$	(6,029	)

(1)	Reported in accordance with generally accepted accounting principles (“GAAP”).
(2)	We believe it is useful in measuring our operations to exclude share-based compensation expense, which is a non-cash charge recorded in our income statements for the first time in the second half of 2005 as a result of the implementation of SFAS 123(R). Using the non-GAAP measure limits the users’ ability to judge true expenses of our company in the current period. However, traditionally investors and analysts using financial information discount GAAP operating results to provide a better picture of the cash generating potential of a company. To avoid the limitation, management provides the GAAP measure in all of its financial information other than the information listed in the chart above. We believe that the non-GAAP measure provides useful information to management and investors regarding how the expenses associated with the application of SFAS 123(R) are reflected on the statements of operations and facilitates comparisons to our historical operating results. Our management uses this information internally for reviewing the financial results, forecasting and budgeting.
(3)	EBITDA is defined as earnings before interest, taxes, depreciation and amortization. EBITDA should not be construed as a substitute for net income (loss) or net cash provided by (used in) operating activities (all as determined in accordance with GAAP) for the purpose of analyzing our operating performance, financial position and cash flows, as EBITDA is not defined by GAAP. We utilize EBITDA as a financial measure because management believes that investors find it to be a useful tool to perform more meaningful comparisons of past, present and future operating results and as a means to evaluate the results of core on-going operations. We believe it is a complement to net income and other GAAP financial performance measures.
(4)	For the purposes of this and all future filings, prior period classification of share-based compensation was reclassified to conform to current period classification.

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				Year Ended December 31,
				2005				2004				2003
				(in thousands)
Revenues
	AmericanSingles			$	29,217			$	35,224			$	19,253
	JDate				25,961				23,820				16,091
	Other Businesses				10,333				6,008				1,597
		Total		$	65,511			$	65,052			$	36,941
Direct Marketing
	AmericanSingles			$	15,167			$	24,954			$	15,887
	JDate				2,885				1,740				739
	Other Businesses				6,359				4,546				1,769
		Total		$	24,411			$	31,240			$	18,395
Contribution
	AmericanSingles			$	14,050			$	10,270			$	3,366
	JDate				23,076				22,080				15,352
	Other Businesses				3,974				1,462				(172	)
		Total		$	41,100			$	33,812			$	18,546
Unallocated operating expenses					41,963				45,504				29,586
Operating (loss)				$	(863	)		$	(11,692	)		$	(11,040	)

	•	Average Paying Subscribers: Paying subscribers are defined as individuals who have paid a monthly fee for access to communication and Web site features beyond those provided to our members. Average paying subscribers for each month are calculated as the sum of the paying subscribers at the beginning and end of the month, divided by two. Average paying subscribers for periods longer than one month are calculated as the sum of the average paying subscribers for each month, divided by the number of months in such period.
	•	Average Monthly Net Revenue per Paying Subscriber: Average monthly net revenue per paying subscriber represents the total net subscriber revenue for the period divided by the number of average paying subscribers for the period, divided by the number of months in the period.
	•	Direct Subscriber Acquisition Costs: Direct subscriber acquisition cost is defined as total direct marketing costs divided by the number of new paying subscribers during the period. This represents the average cost of acquiring a new paying subscriber during the period.
	•	Monthly Subscriber Churn: Monthly subscriber churn represents the ratio expressed as a percentage of (a) the number of paying subscriber cancellations during the period divided by the number of average paying subscribers during the period and (b) the number of months in the period.

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			Year Ended December 31,
			2005				2004				2003
Average Paying Subscribers (in thousands):
	AmericanSingles			105.3				132.5				71.5
	JDate			70.5				69.8				50.7
	Other Businesses			44.2				23.8				3.6
	Total			220.0				226.1				125.8
Average Monthly Net Revenue per Paying Subscriber:
	AmericanSingles		$	23.12			$	22.16			$	22.43
	JDate			30.70				28.42				26.44
	Other Businesses			17.58				16.75				23.72
	Total			24.44				23.53				24.09
Direct Subscriber Acquisition Cost:
	AmericanSingles		$	35.16			$	43.29			$	45.70
	JDate			12.70				8.09				4.39
	Other Businesses			32.05				34.74				80.32
	Total			28.36				33.85				33.84
Monthly Subscriber Churn:
	AmericanSingles			36.3	%			35.6	%			32.1	%
	JDate			25.9	%			25.8	%			22.4	%
	Other Businesses			25.6	%			26.8	%			33.4	%
	Total			30.8	%			31.7	%			28.2	%

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				Year Ended December 31,
				2005				2004				2003
Net revenues					100.0	%			100.0	%			100.0	%
Direct marketing					37.3				47.7				49.8
	Contribution margin				62.7				51.6				50.2
Operating expenses:
	Indirect marketing				1.8				4.0				2.7
	Customer service				4.3				5.2				6.9
	Technical operations				11.5				11.0				12.1
	Product development				6.3				3.1				2.6
	General and administrative (excluding share-based compensation)				38.3				44.7				50.2
	Amortization of intangible assets other than goodwill				1.7				1.3				1.5
	Impairment of long lived assets				0.2				0.3				4.1
		Total operating expenses			64.1				69.6				80.1
Operating (loss) income					(1.3	)			(17.8	)			(29.9	)
Interest and other expenses, net					1.1				(0.1	)			(0.5	)
Loss income before income taxes					(2.4	)			(17.7	)			(29.4	)
Provision for income taxes					(0.2	)			—				—
Net (loss) income					(2.2	)%			(17.7	)%			(29.4	)%

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					Three months ended(1)
					Dec 31,				Sep 30,				June 30,				Mar 31,				Dec 31,				Sep 30,				June 30,				Mar 31,
					2005				2005				2005				2005				2004				2004				2004				2004
(In thousands except per share amounts)
Consolidated Statements of Operations Data:
Net revenues					$	16,586			$	16,935			$	15,464			$	16,526			$	17,052			$	17,138			$	15,812			$	15,050
Direct marketing expenses						6,059				7,073				6,051				5,228				6,628				8,748				9,325				6,539
		Contribution margin				10,527				9,862				9,413				11,298				10,424				8,390				6,487				8,511
Operating expenses:*
	Indirect marketing					450				255				238				265				547				912				568				580
	Customer service					1,040				650				560				577				778				723				903				975
	Technical operations					2,698				1,898				1,548				1,402				1,983				1,482				2,085				1,634
	Product development					1,169				1,059				1,060				830				637				505				531				340
	General and administrative					5,061				7,529				6,405				6,079				7,694				7,578				6,227				7,754
	Amortization of intangible assets other than goodwill					237				437				301				110				190				188				238				244
	Impairment of long-lived assets					105				—				—				—				208				—				—				—
			Total operating expenses			10,760				11,828				10,112				9,263				12,037				11,388				10,552				11,527
Income (loss) from operations						(233	)			(1,966	)			(699	)			2,035				(1,613	)			(2,998	)			(4,065	)			(3,016	)
Interest (income) and other expenses, net						426				141				168				(24	)			(52	)			(46	)			28				4
Income (loss) before income taxes						(659	)			(2,107	)			(867	)			2,059				(1,561	)			(2,952	)			(4,093	)			(3,020	)
Income taxes						(256	)			56				(8	)			72				—				—				—				1
Net income (loss)					$	(403	)		$	(2,163	)		$	(859	)		$	1,987			$	(1,561	)		$	(2,952	)		$	(4,093	)		$	(3,021	)
Net income (loss) per share — basic(2)					$	(0.01	)		$	(0.08	)		$	(0.03	)		$	0.08			$	(0.06	)		$	(0.13	)		$	(0.18	)		$	(0.14	)
Net income (loss) per share — diluted(2)						—				—				—			$	0.07				—				—				—				—
Weighted average shares outstanding — basic(2)						27,530				26,080				25,661				25,117				24,234				23,356				22,264				21,286
Weighted average shares outstanding — diluted(2)						—				—				—				29,236				—				—				—				—
Other Financial Data:
Depreciation					$	913			$	942			$	919			$	848			$	857			$	839			$	790			$	579
Additional Information:
Average Paying Subscribers(3)						224,200				220,800				215,600				222,600				229,000				239,600				228,400				207,400
Average monthly net revenue per paying subscriber(4)					$	24.66			$	24.57			$	23.12			$	24.32			$	24.06			$	23.50			$	22.74			$	23.83
Subscriber churn(5)						29.7	%			31.4	%			30.8	%			31.7	%			32.4	%			31.6	%			30.6	%			32.1	%
Average direct subscriber acquisition cost(6)					$	27.78			$	30.23			$	31.11			$	23.84			$	29.37			$	37.41			$	40.53			$	27.82

			Three Months Ended
			Dec 31,				Sep 30,				June 30,				Mar 31,				Dec 31,				Sep 30,				June 30,				Mar 31,
			2005				2005				2005				2005				2004				2004				2004				2004
* Operating expenses include share-based compensation as follows:
	Indirect marketing		$	14			$	10			$	—			$	—			$	28			$	31			$	46			$	51
	Customer service			22				22				—				—				—				—				—				—
	Technical operations			170				168				—				—				—				(379	)			111				290
	Product development			124				124				—				—				—				—				—
	General and administrative			1,063				1,028				(115	)			87				514				(891	)			532				1,371

(1)	Certain financial information for prior periods has been reclassified to conform to the 2005 periods’ presentation.
(2)	For information regarding the computation of per share amounts, refer to Note 1 of our consolidated financial statements.
(3)	Represents average paying subscribers calculated as the sum of the average paying subscribers for each month, divided by the number of months. Average paying subscribers for each month are calculated as the sum of the paying subscribers at the beginning and end of the month, divided by two.

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(4)	Represents the total net subscriber revenue for the period divided by the number of average paying subscribers for the period, divided by the number of months in the period.
(5)	Represents the ratio expressed as a percentage of (i) the number of paying subscriber cancellations during the period divided by the number of average paying subscribers during the period and (ii) the number of months in the period. On a monthly basis, the average number of paying subscribers is calculated as the sum of the paying subscribers at the beginning and end of the period divided by two.
(6)	Represents direct marketing expense divided by the gross number of subscribers added during the period. The historic direct subscriber acquisition cost we reported included indirect marketing costs.

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		Less than												More than
		1 Year				1-3 Years				4-5 Years				5 Years				Total
Operating leases		$	414			$	202			$	—			$	—			$	616
Other commitments and obligations			10,411				1,077				—				—				11,488
Total contractual obligations		$	10,825			$	1,279			$	—			$	—			$	12,104

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	•	Strength of JDate Brand. We believe that JDate’s strong brand recognition in the Jewish community is a valuable asset. An analysis of comScore Media Metrix data, for the twelve

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		months ended December 31, 2005, reveals that JDate.com experienced more average daily visitors and more page views than any other religious online personals service, and that JDate.com is the most popular religion-focused online personals service in the United States. We believe the strength of the JDate brand will continue to allow us to market to the Jewish community profitably while maintaining a high penetration rate. Because of the strength of the JDate brand, we are not required to spend as much on marketing to drive a member to JDate as we are our other Web sites, and as is typical of other Web sites in the industry.
	•	Web Site Functionality. We continually evaluate the functionality of our Web sites to improve our members’ online personals experience. Many of the features that we offer, such as onsite email, real-time chat rooms and instant messaging, increase the probability of communication between our members, which we believe increases the number and percentage of members who become paying subscribers. We believe those types of functionality drives return visits to our Web sites and help us retain paying subscribers who might otherwise consider switching to our competitors’ Web sites.
	•	Customer Service Focus. We believe that our customer service focus offers us a competitive advantage and differentiates us from our major competitors. Our multi-lingual call center is staffed 24 hours a day, 7 days a week with customer service representatives. These representatives help members with a range of assistance, such as matters relating to completing personal profiles and choosing photos for their profiles, and answering questions about billing and technical issues. We believe that the quality of our customer service increases member satisfaction which, in turn, also increases the number and percentage of members that become and remain paying subscribers.

	•	JDate.com. JDate was our first Web site and is dedicated to the Jewish community and culture, and those who are seeking to be part of it. An analysis of comScore Media Metrix data for the twelve months ended December 31, 2005, revealed that JDate.com experienced more average daily visitors and more page views than any other religious online personals service, and that JDate.com is the most popular religion-focused online personals service in the United States. JDate members are primarily concentrated in the New York, Los Angeles, Miami and Chicago metropolitan areas. The current fee for a one-month subscription on JDate is $34.95.

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	•	AmericanSingles.com. AmericanSingles is our mainstream U.S. online personals community, targeted at an audience of singles between the ages of 25 and 49. The Web site caters to singles of all races, ethnicities and interests. AmericanSingles members are primarily concentrated in major metropolitan areas across the United States. The current fee for a one-month subscription on AmericanSingles is $29.99.
	•	Other Web sites.

Web site		Target Markets
AdventistSinglesConnection.com*		Adventist singles
AsianSinglesConnection.com*		Asian singles
BBWPersonalsPlus.com*		Big beautiful women, big handsome men and their admirers
BlackSinglesConnection.com*		African American singles
CanadianPersonals.net*		Canadian singles
CatholicMingle.com*		Catholic singles
ChristianMingle.com*		Christian singles
CollegeLuv.com		College singles
Cupid.co.il		Jewish singles (Israel only)
Date.ca		Canadian singles
Date.co.uk		UK singles
DeafSinglesConnection.com*		Deaf singles
GreekSinglesConnection.com*		Greek singles
IndianMatrimonialNetwork.com*		Indian singles
InterracialSingles.net*		Interracial singles
ItalianSinglesConnection.com*		Italian singles
JDate.co.il		Jewish singles (Israel only)
JewishMingle.com*		Jewish singles
LatinSinglesConnection.com*		Hispanic/Latin singles
LDSMingle.com*		Mormon singles
MilitarySinglesConnection.com*		Military singles
PrimeSingles.net*		Mature singles
SingleParentsMingle.com*		Single parents
UKSinglesConnection.com*		UK singles

*	Acquired through our acquisition of MingleMatch, Inc.

	•	On-site Email. We provide all paying subscribers with private message centers, dedicated to communications with other paying subscribers. These personal on-site email boxes offer features such as customizable folders for storing correspondence, the ability to know when sent messages were read, as well as block and ignore functions, which afford paying subscribers the ability to control future messages from specific paying subscribers.
	•	Hot Lists and Favorites. Among the most popular features on our Web sites, “Hot Lists” enable paying subscribers to see who’s interested in them and to save those favorite members that they are interested in. Lists include (1) who has viewed your profile, (2) your favorites and (3) who has emailed you. Paying subscribers can group their

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		favorites into customized folders and add their own notes, including details included in a member’s profile.
	•	Real-time Chat Rooms. Paying subscribers can utilize our exclusive chat rooms to mix and mingle in real-time, building a sense of community through group discussions. Additional features enable users to add customized graphics such as emoticons to their conversations.
	•	Ice Breakers. Members can send pre-packaged opening remarks, referred to on the Web sites as “flirts,” to other members or paying subscribers.
	•	Click! Our patented Click! feature connects members who think they would be compatible with each other. A member simply clicks “yes,” “no” or “maybe” in another member’s profile. When two members click “yes” in each other’s profiles, our patented feature sends an email to both of them alerting them of a possible connection.

	•	Integrated and targeted marketing. We believe that targeting potential members with consistent and compelling marketing messages, delivered through a broad mix of marketing channels, will be effective in driving more traffic and a higher percentage of relationship-oriented singles to our Web sites. We intend to use a variety of channels to build our brand and increase our base of subscribers including online and offline advertising customer relationship management tools, public relations, promotional alliances and special events.
	•	Cross-Promote Into Vertical Affinity Markets. Our large base of members provides us with a significant amount of consumer data to evaluate cross-promotion opportunities for growth into vertical affinity markets such as those acquired in the MingleMatch acquisition. We are able to analyze different groups of members by key metrics such as total potential subscribers and average revenue per paying subscriber and identify those targeted groups that may prefer a service dedicated to their particular affinity groups. We intend to target and cross-promote into vertical affinity markets that we believe are receptive to paid online personals and are large enough to attain a critical mass of members and paying subscribers.
	•	Increase Subscription Rates. We had approximately 220,000 average paying subscribers for the year ended December 31, 2005. We believe that a significant growth opportunity lies in our ability to increase the number of visitors to our Web sites who become paying subscribers.

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	•	Improved technology. We believe that the more successful members are in finding matches in our database, the more likely they are to want to communicate with those members. To initiate email and instant message communication, members must become paying subscribers. We intend to continue to enhance our technology and the quality and relevance of our search results to provide fast, relevant suggestions.
	•	Leveraging strong customer service. Each time a member or potential member contacts our customer service center by email or phone, he or she represents a potential new paying subscriber to our services. By training our customer service representatives on upselling opportunities, we believe they will continue to be successful in selling and building loyalty to our subscription-based services.
	•	Improved member communications. We believe that enhanced member communication is a key component to growing our business. We continue to focus on improving and enhancing our Web site functionality and features to encourage communications between members. Most of these communications require that members become paying subscribers. We will also continue to inform members of new features and functions with the goal of increasing the number of visitors to our Web sites who become paying subscribers.

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Name		Age				Position
David E. Siminoff			41			President, Chief Executive Officer and Director
Gregory R. Liberman			33			Chief Operating Officer, General Counsel and Company Secretary
Mark G. Thompson			44			Chief Financial Officer
Joe Y. Shapira			52			Chairman of the Board
Michael A. Brown			41			Director
Martial Chaillet			58			Director
Benjamin Derhy			51			Director
Laura Lauder			45			Director
Scott L. Shleifer			27			Director

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	•	The appointment, replacement, compensation, and oversight of work of the independent auditor, including resolution of disagreements between management and the independent auditor regarding financial reporting, for the purpose of preparing or issuing an audit report or performing other audit, review or attest services.
	•	Reviewing and discussing with management and the independent auditor various topics and events that may have significant financial impact on our company or that are the subject of discussions between management and the independent auditors.

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																			Long-Term
																			Compensation
							Annual Compensation
																			Securities
															Other Annual				Underlying				All Other
Name and Principal Position			Year				Salary				Bonus				Compensation(3)				Options				Compensation(4)
David E. Siminoff(1)				2005			$	480,000			$	—			$	—				—			$	14,000
	President and Chief			2004				164,701				—				—				1,275,000				800
	Executive Officer
Joe Y. Shapira(2)				2005				365,833				—				—				250,000				14,000
	Chairman of			2004				370,207				—				20,000				—				12,645
	the Board			2003				528,000				1,372,000				20,000				—				14,000
Gregory R. Liberman(5)				2005				186,742				25,000				—				150,000				7,500
	Chief Operating			2004				33,409				—				—				100,000				—
	Officer and General Counsel
Philip C. Nelson(6)				2005				250,000				—				—				—				10,000
	Chief Technology Officer			2004				61,553				—				—				250,000				10,000
Mark G. Thompson(7)				2005				200,000				25,000				—				—				8,000
	Chief Financial Officer			2004				49,242				—				—				250,000				1,083

(1)	Mr. Siminoff became our President and Chief Executive Officer in August 2004 and has served on the Board of Directors since March 2004.
(2)	Mr. Shapira served as our Chief Executive Officer in 2004 and 2003 and until he became Executive Co-Chairman in February 2004. Mr. Shapira became sole Executive Chairman in February 2005. Mr. Shapira resigned from an executive operating role with our company effective December 31, 2005, but remains Chairman of the Board. Compensation amounts for 2005 exclude a severance payment of $125,000 from us to Mr. Shapira pursuant to a Separation Agreement entered into on January 27, 2006 with effect from January 1, 2006.
(3)	Represents an annual automobile allowance.
(4)	Represents the amount of our annual matching contribution to each individual’s 401(k) account.
(5)	Mr. Liberman has served as our General Counsel since October 2004 and Chief Operating Officer since September 2005.
(6)	Mr. Nelson became our Chief Technology Officer in October 2004. Mr. Nelson’s employment with our company ended on April 4, 2006.
(7)	Mr. Thompson became our Chief Financial Officer in October 2004.

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		Individual Grants
																		Potential Realizable Value
		Number of																at Assumed Annual Rates
		Securities				Percent of												of Stock Price Appreciation
		Underlying				Total Options				Exercise or								for Option Term(3)
		Options				Granted to				Base Price				Expiration
Name		Granted				Employees(1)				Per Share(2)				Date				5%				10%
David E. Siminoff			—				—	%		$	—				—			$	—			$	—
Joe Y. Shapira			250,000				18.1				9.12				03/01/12				928,189				2,163,075
Gregory R. Liberman			35,000				2.5				7.72				02/03/12				109,999				256,343
Gregory R. Liberman			115,000				8.3				8.47				08/31/12				396,536				924,098
Mark G. Thompson			—				—				—				—				—				—
Philip C. Nelson			—				—				—				—				—				—

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(1)	The total number of options granted to our employees, excluding 160,000 shares underlying options granted to non-employee directors, during 2005 was 1,384,000.
(2)	The exercise price per share of options granted represents the fair market value of the underlying shares on the date the options were granted and are converted from Euros to U.S. dollars using the exchange rate as of December 31, 2005.
(3)	In order to comply with the rules of the SEC, we are including the gains or “option spreads” that would exist for the respective options we granted to the Named Executive Officers. We calculated these gains by assuming an annual compound stock price appreciation of 5% and 10% from the date of the option grant until the termination date of the option, which is the seventh anniversary of the grant date. These gains do not represent our estimate or projection of the future price of the ordinary shares.

										Number of Securities								Value of Unexercised
										Underlying Unexercised								In-the-Money Options
										Options at Fiscal Year-End								at Fiscal Year-End(3)
		Shares
		Acquired on				Value
Name		Exercise(1)				Realized(2)				Exercisable				Un-exercisable				Exercisable				Un-exercisable
David E. Siminoff			—			$	—				337,500				937,500			$	1,162,193			$	3,486,578
Joe Y. Shapira			2,500,000				10,689,588				93,750				156,250				—				—
Gregory R. Liberman			—				—				38,751				211,249				37,013				111,038
Mark G. Thompson			—				—				50,000				200,000				79,947				319,788
Philip C. Nelson			—				—				62,500				187,500				99,934				299,801

(1)	Shares acquired on exercise includes all shares underlying the share option or portion of the option exercised, without deducting shares held to satisfy tax obligations, if any, sold to pay the exercise price or otherwise disposed of.
(2)	The value realized of exercised options is the product of (a) the excess of the per share fair market value of the ordinary share on the date of exercise over the per share option exercise price and (b) the number of shares acquired upon exercise.
(3)	The value of unexercised “in-the-money” options is based on a price per share of $7.42, which was the price of a share as quoted on the Frankfurt Stock Exchange at the close of business on December 31, 2005, minus the exercise price, multiplied by the number of shares underlying the option.

	2004 Share Option Scheme

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(a)	Indemnification of directors in respect of proceedings brought by third parties (covering both legal costs and the financial costs of any adverse judgment, except for the legal costs of unsuccessful defenses of criminal proceedings, fines imposed in criminal proceedings and penalties imposed by certain regulatory bodies);
(b)	Payment of directors’ defense costs as they are incurred, including if the action is brought by the company itself. A director in this situation would still be liable to pay any damages awarded to our company and to repay his defense costs to the company if his defense were unsuccessful, other than where the company chooses to indemnify him in respect of legal costs incurred in certain types of civil third party proceedings; and

(c)	Indemnification of our officers who are not directors without many of the restrictions that apply to indemnification of directors.

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	•	acquire or seek to acquire, directly or indirectly, by purchase or otherwise, ownership of any of our voting securities (or rights to acquire any of our class of securities or any subsidiary thereof) such that Great Hill and its affiliates (the “Great Hill Group”) would

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		beneficially own more than 29.9% of our total voting power (the “Total Voting Power”), which is defined as the aggregate number of votes which may be cast by holders of outstanding voting securities on a poll at a general meeting of ours taking into account any voting restrictions imposed by our Articles of Association, or take any action that would require us to make a public announcement regarding the foregoing under applicable law;
	•	participate in any of the following with respect to us or our subsidiaries: (i) any tender, takeover or exchange offer or other business combination, (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction, or (iii) any solicitation of proxies or consents to vote any voting securities;
	•	form, join or participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing;
	•	seek to control our Board of Directors; and
	•	enter into any arrangements with any third party with respect to any of the above.

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	•	each selling shareholder;
	•	each person or entity who we know beneficially owns more than 5% of our ordinary shares;
	•	each of our Named Executive Officers and each of our directors; and
	•	all of our executive officers and directors as a group.

														Ordinary Shares
		Ordinary Shares												Beneficially Owned
		Beneficially Owned Prior												After Completion of
		to the Offering								Number of				the Offering(1)
										Ordinary Shares
		Number of				Percentage				Registered for				Number of				Percentage
Name of Beneficial Owner		Shares				of Shares				Sale Hereby				Shares				of Shares
5% stockholders:
Great Hill Investors, LLC(2)			6,000,000				19.8	%			6,000,000				—				—	%
Tiger Global Management, L.L.C.(3)			4,631,085				15.3				4,631,085				—				—
Capital Research and Management Company (4)			3,159,680				10.4				3,159,680				—				—
Alon Carmel(5)			2,753,848				9.1				2,753,848				—				—
FM Fund Management Limited(6)			2,201,890				7.3				2,201,890				—				—
Named Executive Officers and Directors:
David E. Siminoff(7)			2,124,500				6.7				2,124,500				—				—
Joe Y. Shapira(8)			3,012,639				9.9				3,012,639				—				—

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														Ordinary Shares
		Ordinary Shares												Beneficially Owned
		Beneficially Owned Prior												After Completion of
		to the Offering								Number of				the Offering(1)
										Ordinary Shares
		Number of				Percentage				Registered for				Number of				Percentage
Name of Beneficial Owner		Shares				of Shares				Sale Hereby				Shares				of Shares
Gregory R. Liberman(9)			262,500				*				262,500				—				—
Mark Thompson(10)			250,000				*				250,000				—				—
Philip Nelson(11)			250,000				*				250,000				—				—
Scott Shleifer(12)			—				*				—				—				—
Michael Brown(13)			80,000				*				80,000				—				—
Benjamin Derhy(14)			80,000				*				80,000				—				—
Laura Lauder(15)			180,000				*				180,000				—				—
Martial Chaillet(16)			200,000				*				200,000				—				—
All directors and executives as a group (10 persons)(17)			6,439,639				19.6	%			6,439,639				—				—	%
Other Selling Shareholders:
Criterion Capital Management LLC(18)			1,126,337				3.7				1,126,337				—				—
European Catalyst Fund(19)			823,966				2.7				823,966				—				—
Absolute Return Europe Fund(20)			800,501				2.6				800,501				—				—
Europlay Capital Advisors, LLC(21)			447,711				1.5				447,711				—				—
Absolute Octane Fund(22)			380,978				1.3				380,978				—				—
Absolute German Fund(23)			304,263				1.0				304,263				—				—
Elmar Bob			150,000				*				150,000				—				—
Alex Sandel			122,781				*				122,781				—				—
Jason Yair Barzilay			100,710				*				100,710				—				—
The Levy Family Trust of 1997 Dtd 7/10/98 Charles M. Levy & Lydia Levy TTEEs			96,776				*				96,776				—				—
Michael McCullough & Ana Rowen McCullough Comm. Prop			82,350				*				82,350				—				—
John B. Peterson(24)			75,000				*				75,000				—				—
Natalie N. Peterson(25)			75,000				*				75,000				—				—
Absolute LargeCap Fund(26)			50,000				*				50,000				—				—
Ursula Siekmann			40,000				*				40,000				—				—
Karen Coster			27,500				*				27,500				—				—
Yoav Cohen			25,000				*				25,000				—				—
Brigitte Kandel			20,000				*				20,000				—				—
Peter Kandel			20,000				*				20,000				—				—
Yaacov Metzler & Nancy Metzler JTWROS			20,000				*				20,000				—				—
Patrick J. Ferrell			18,039				*				18,039				—				—
Dan Rhodes			15,000				*				15,000				—				—
John Benjamin Peterson and Natalie Nicole Peterson(27)			13,188				*				13,188				—				—
David Martin			12,300				*				12,300				—				—
Debbie Rosten			12,000				*				12,000				—				—
Christopher Kandel			10,000				*				10,000				—				—

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														Ordinary Shares
		Ordinary Shares												Beneficially Owned
		Beneficially Owned Prior												After Completion of
		to the Offering								Number of				the Offering(1)
										Ordinary Shares
		Number of				Percentage				Registered for				Number of				Percentage
Name of Beneficial Owner		Shares				of Shares				Sale Hereby				Shares				of Shares
Norman Agran			10,000				*				10,000				—				—
Steven G. Small			10,000				*				10,000				—				—
John J. Lucena Sole TTEE John J. Lucena Living Trust			10,000				*				10,000				—				—
Reid Hoffman			9,478				*				9,478				—				—
Stefanie Giesen Anderle			9,000				*				9,000				—				—
Stephen Andrew Nichols			8,000				*				8,000				—				—
Barry J. Uphoff and Linda A. Uphoff JTWROS			7,000				*				7,000				—				—
Ron Kenan			6,500				*				6,500				—				—
Roger Filer			6,250				*				6,250				—				—
David Pomije			5,918				*				5,918				—				—
Henry C. McCullough & Dana McCullough JTWROS			5,500				*				5,500				—				—
Dr. Eithan Ephrati			5,500				*				5,500				—				—
Brent E. Wood and Teresa D. Wood, Jt. Ten.			4,250				*				4,250				—				—
Greg Lahann			4,143				*				4,143				—				—
Barry J. Uphoff			4,100				*				4,100				—				—
Bruce Cunningham			4,034				*				4,034				—				—
Allen Blue			4,000				*				4,000				—				—
Chris Saccheri			4,000				*				4,000				—				—
David Cullinan			4,000				*				4,000				—				—
Lauren Jacobsen			4,000				*				4,000				—				—
Leslie Grant			4,000				*				4,000				—				—
Sharon Shapira			4,000				*				4,000				—				—
Seymour Gussack			3,000				*				3,000				—				—
Isaac Zaharoni			3,000				*				3,000				—				—
Terra Terwilliger			2,959				*				2,959				—				—
Andres Martinez			2,600				*				2,600				—				—
Sung J. Chyun			2,500				*				2,500				—				—
Steve Kaufman			2,061				*				2,061				—				—
David Breskin			2,000				*				2,000				—				—
David Rowland			2,000				*				2,000				—				—
Michael Gerard			2,000				*				2,000				—				—
Michael Grant			2,000				*				2,000				—				—
Niel Bennet Brandon			2,000				*				2,000				—				—
Sanjay Zaveri			2,000				*				2,000				—				—
Vincent Eric Johnson			2,000				*				2,000				—				—
Richard L. Turnure Ex			2,000				*				2,000				—				—
Roger Mcomber			2,000				*				2,000				—				—

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														Ordinary Shares
		Ordinary Shares												Beneficially Owned
		Beneficially Owned Prior												After Completion of
		to the Offering								Number of				the Offering(1)
										Ordinary Shares
		Number of				Percentage				Registered for				Number of				Percentage
Name of Beneficial Owner		Shares				of Shares				Sale Hereby				Shares				of Shares
Sheila C. Ruby TTEE Sheila C. Ruby Trust			2,000				*				2,000				—				—
Stanley Lee Marshall			2,000				*				2,000				—				—
Galli Francesco			1,350				*				1,350				—				—
Robert E. Enslein Jr.			1,170				*				1,170				—				—
Nuri Halperin			1,150				*				1,150				—				—
Amit Korda			1,000				*				1,000				—				—
Amit Korda Avk Acct			1,000				*				1,000				—				—
Christopher Lee			1,000				*				1,000				—				—
Eli Amir			1,000				*				1,000				—				—
Gidon Hilb			1,000				*				1,000				—				—
Naama Korda			1,000				*				1,000				—				—
Jonathan Mazer			1,000				*				1,000				—				—
Ohad Safran			1,000				*				1,000				—				—
US Clearing Corp.			1,000				*				1,000				—				—
Tamara L. Thompson			887				*				887				—				—
Jedediah Rosenzweig			875				*				875				—				—
Alisande M. Rozynko			591				*				591				—				—
Ronald F. Mcgraw			500				*				500				—				—
Tim C. Chen			500				*				500				—				—
Don MacKenzie			357				*				357				—				—
Niquette Hunt			346				*				346				—				—
Ryan Koonce			312				*				312				—				—
Marc De Luise			300				*				300				—				—
Scott Gerstein			300				*				300				—				—
Robert Marinelli & Monserrate Marinelli Jt. Ten			273				*				273				—				—
Michal Freeman-Shor			268				*				268				—				—
Mike Torgersen			260				*				260				—				—
Virginia W. Wei			236				*				236				—				—
Allan Rosenthal TTEE Rosenthal Bypass Trust U/ A			200				*				200				—				—
Avi Baratz			200				*				200				—				—
Shawn J. Fried			200				*				200				—				—
Yehuda Riess & Candi L. Riess			200				*				200				—				—
Greg Oberfield			180				*				180				—				—
Edward Kessler			173				*				173				—				—
Mark Castillo			146				*				146				—				—
Brian O. Lucena			135				*				135				—				—
Diana Cruz			99				*				99				—				—
Yan Pujante			84				*				84				—				—

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															Ordinary Shares
			Ordinary Shares												Beneficially Owned
			Beneficially Owned Prior												After Completion of
			to the Offering								Number of				the Offering(1)
											Ordinary Shares
			Number of				Percentage				Registered for				Number of				Percentage
Name of Beneficial Owner			Shares				of Shares				Sale Hereby				Shares				of Shares
Paul Soltoff				83				*				83				—				—
Scott Zakalik				75				*				75				—				—
Karl Fluis				69				*				69				—				—
Karl Maurer				54				*				54				—				—
Scott J. Boland				50				*				50				—				—
Linda E. Burgdorf				41				*				41				—				—
Rima Vogensen				29				*				29				—				—
Naomi Bloom				26				*				26				—				—
Donald Oberfield				13				*				13				—				—
Debra Vernon				10				*				10				—				—
Scott D. Bretschneider				3				*				3				—				—
Nigel Coster				1				*				1				—				—
All Other Selling Shareholders(28)				3,543,915				11.7	%			3,543,915				—				—
	Total			33,263,996

*	Less than 1%.

	(1)	Represents the amount of shares that will be held by the selling shareholder after completion of this offering based on the assumption that all shares registered for sale hereby will be sold. However, the selling shareholders may offer all, some or none of the shares pursuant to this prospectus and any prospectus supplement.
	(2)	Consists of 68,862 shares held by Great Hill Investors, LLC (“GHI”); 5,713,465 shares held by Great Hill Equity Partners II, Limited Partnership (“GHEP II”); and 217,673 shares held by Great Hill Affiliate Partners II, L.P. (“GHAP II,” and together GHI and GHEP II, the “Funds”). Each Fund is an investment fund, principally engaged in the business of making private equity and other investments. Great Hill Partners GP II, LLC (“GPII,” and together with the Funds, the “Great Hill Entities”) is the sole general partner of GHEP II and GHAP II. Stephen F. Gormley, Christopher S. Gaffney and John G. Hayes (collectively, the “Controlling Persons”) are the managers of GPII and GHI. The principal business office of the Funds, GPII and the Controlling Persons is c/o Great Hill Partners, LLC, One Liberty Square, Boston, Massachusetts 02109.
	(3)	Consists of 3,649,746 shares held by Tiger Global, L.P.; 892,576 shares held by Tiger Global, Ltd.; and 88,763 shares held by Tiger Global II, L.P. Each entity has sole voting power over the shares it holds; Tiger Global Management, L.L.C. is the investment manager of Tiger Global, L.P., Tiger Global, Ltd. and Tiger Global II, L.P. and it has shared investment power over the 4,631,085 shares; Charles P. Coleman III is the sole managing member of the Tiger Global Management, L.L.C. Tiger Global Performance, L.L.C. is the sole general partner of Tiger Global, L.P.; Charles P. Coleman III is the sole managing member of the general partner of Tiger Global, L.P.; Tiger Global Performance, L.L.C. is the sole general partner of Tiger Global II, L.P.; Charles P. Coleman III is the sole managing member of Tiger Global II, L.P. The address for Tiger Global Management, L.L.C., Tiger Global, L.P. and Tiger Global II, L.P. is 101 Park Avenue, 48th Floor, New York, New York 10178. The address for Tiger Global, Ltd. is c/o Ironshore Corporate Services Limited, Queensgate House, South Church Street, P.O. Box 1234, George Town, Grand Cayman, Cayman Islands.
	(4)	Capital Research and Management Company (“CRMC”), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 3,159,680 shares as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. CRMC has sole dispositive power over these shares. Included in the holdings of CRMC is the holding of SMALLCAP World Fund, Inc., an investment company registered under the Investment Company Act of 1940, which is advised by CRMC. SMALLCAP World Fund, Inc. is the beneficial owner of 2,328,503 shares, of which it has sole voting power. Based on information provided to us by CRMC, CRMC is an affiliate of a broker-dealer and it acquired these securities in the ordinary course of business and that at the time of the acquisition of these securities, it had no agreements or understandings, directly or indirectly, with any person to distribute these securities. The persons controlling the investment decisions with respect to the shares held by CRMC and SMALLCAP World Fund are Gordon Crawford, J. Blair Frank, J. Dale Harvey, Claudia Huntington, Jonathan Knowles and Mark Denning. The address for both entities is 333 South Hope Street, Los Angeles, California 90071.
	(5)	Includes (i) 8,000 shares held by his spouse and (ii) 550,000 shares held by the Shapira Children’s Trust of which Mr. Carmel is the trustee. Mr. Carmel is a co-founder of our company, served as our President in 2003, 2002 and 2001 and became Executive Co-Chairman in February 2004. Mr. Carmel resigned as Executive Co-Chairman in February 2005.
	(6)	The registered office of FM Fund Management Limited is Queensgate House, South Church Street, George Town, Grand Cayman, Cayman Islands. Florian Homm has voting and investment powers for the shares held by FM Fund Management Limited.

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	(7)	Includes 1,275,000 shares issuable upon exercise of share options, 337,500 shares of which underlie options exercisable within 60 days of March 15, 2006.
	(8)	Includes (i) 250,000 shares issuable upon exercise of share options, 93,750 shares of which underlie options exercisable within 60 days of March 15, 2006, (ii) 1,062,415 shares held by the Joe Shapira Family Trust of which Mr. Shapira is trustee, (iii) 550,000 shares held by the Shapira Children’s Trust of which Alon Carmel is trustee and Mr. Shapira has the right to substitute the corpus, and (iv) 12,000 shares held by a third-party custodian for Mr. Shapira’s children. Mr. Shapira disclaims beneficial ownership of the shares held by the Shapira Children’s Trust and by third-party custodian for his children, except to the extent of his pecuniary interest.
	(9)	Consists of 250,000 ordinary shares issuable upon the exercise of options, which includes 62,814 shares issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of March 15, 2006 and 50,000 shares issuable upon the exercise of options that vested upon the listing of our securities on the American Stock Exchange. Mr. Liberman is our Chief Operating Officer, General Counsel and Corporate Secretary.

(10)	Consists of 250,000 ordinary shares issuable upon the exercise of options, which includes 75,000 shares issuable upon exercise of options that are currently exercisable or exercisable within 60 days of March 15, 2006 and 50,000 shares issuable upon exercise of options that vested upon the listing of our securities on the American Stock Exchange. Mr. Thompson is our Chief Financial Officer.
(11)	Consists of 250,000 ordinary shares issuable upon the exercise of options, which includes 93,750 shares issuable upon the exercise of options that are currently exercisable or exercisable within 60 days of March 15, 2006 and 50,000 shares issuable upon the exercise of options that vested upon the listing of our securities on the American Stock Exchange. Mr. Nelson is our former Chief Technology Officer. In 2004, we invested $250,000 in Yobon, Inc., a provider of web toolbar technology. In exchange for our investment in Yobon, we received a secured convertible promissory note. The note will automatically convert into equity of Yobon upon its completion of an equity financing of at least $1,000,000, if such equity financing is completed within certain timeframes. Mr. Nelson is the Chairman of Yobon.
(12)	Excludes 3,649,746 shares held by Tiger Global, L.P. and 88,763 shares held by Tiger Global II, L.P., of which Scott Shleifer is a limited partner. Mr. Shleifer holds the position of Managing Director at Tiger Global Management, L.L.C.
(13)	Represents shares issuable upon exercise of share options, 20,000 shares of which underlie options exercisable within 60 days of March 15, 2006.
(14)	Represents shares issuable upon exercise of share options, 25,000 shares of which underlie options exercisable within 60 days of March 15, 2006.
(15)	Represents 100,000 shares held by Mrs. Lauder’s husband and 80,000 shares issuable to Mrs. Lauder upon exercise of share options, 25,000 shares of which underlie options exercisable within 60 days of March 15, 2006.
(16)	Includes 80,000 shares issuable upon exercise of share options, 25,000 shares of which underlie options exercisable within 60 days of March 15, 2006.
(17)	Shares beneficially owned by all executive officers and directors as a group include options to purchase 2,595,000 shares, 949,064 shares of which are currently exercisable or exercisable within 60 days of March 15, 2006.
(18)	Consists of 70,231 shares held by Criterion Capital Partners, L.P. (“CCP”), 232,090 shares held by Criterion Institutional Partners L.P. (“CIP”), and 824,016 shares held by Criterion Capital Partners, Ltd. (“CCPL”)(together, the “Funds”). Each Fund is a private investment fund. Criterion Capital Management, LLC is the general partner of CCP and CIP and the investment adviser to CCPL. Christopher H. Lord is the manager of Criterion Capital Management, LLC. The address of Criterion Capital Management, LLC CCP and CIP is 435 Pacific Avenue, 5th Floor, San Francisco, CA 94144. The address of CCPL is Walkers SPV Limited, P.O. Box 908 GT, Walker House, George Town, Grand Cayman, Cayman Islands, BWI.
(19)	Guillermo Hernandez, investment manager of European Catalyst Fund, has voting and investment powers for the shares held by European Catalyst Fund.
(20)	Florian Homm, director of Absolute Return Europe Fund, has voting and investment powers for the shares held by Absolute Return Europe Fund.
(21)	Includes 430,000 ordinary shares issuable upon the exercise of warrants that are currently exercisable. In August 2003, we issued warrants to Europlay Capital Advisors, LLC (“ECA”) for the purchase of up to 1,000,000 ordinary shares at an exercise price of $2.49 per share in exchange for financial consulting services provided to us by ECA. In December 2004, ECA and our company agreed to accelerate vesting of 250,000 of the remaining 500,000 unvested warrants, and cancel the remaining 250,000 unvested warrants. Accordingly, we issued a warrant certificate for 750,000 shares. Pamela Colburn is the Managing Director of ECA and has investment and voting powers over the shares held by ECA. Based on information provided to us by ECA, ECA is an affiliate of a broker-dealer and it acquired these securities in the ordinary course of business and that at the time of the acquisition of these securities, it had no agreements or understandings, directly or indirectly, with any person to distribute these securities.
(22)	Peter Irblad, investment manager of Absolute Octane Fund, has voting and investment powers for the shares held by Absolute Octane Fund.
(23)	Frank Siebrecht, investment manager of Absolute German Fund, has voting and investment powers for the shares held by Absolute German Fund.
(24)	In June 2005, we issued 150,000 ordinary shares to two shareholders of MingleMatch, Inc., one of which was Mr. Peterson, in connection with our acquisition of MingleMatch.
(25)	In June 2005, we issued 150,000 ordinary shares to two shareholders of MingleMatch, Inc., one of which was Ms. Peterson, in connection with our acquisition of MingleMatch.
(26)	Antonio Porsia, investment manager of Absolute LargeCap Fund, has voting and investment powers for the shares held by Absolute LargeCap Fund.
(27)	In June 2005, each of Mr. and Mrs. Peterson received 75,000 ordinary shares in connection with our acquisition of MingleMatch, Inc.

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(28)

Represents shares for which we are unable to obtain information regarding the beneficial owners. Our ordinary shares are traded on the Frankfurt Stock Exchange in the form of GDSs. The ordinary shares that are traded in the form of GDSs constitute approximately 65% of our outstanding shares, all of which are on deposit with The Bank of New York, our depositary bank for the GDSs. We have been unable to obtain information for beneficial owners who hold their securities through non-U.S. brokers and certain beneficial owners who have chosen not to provide information. We will provide information regarding such beneficial holders through the filing of post-effective amendments. We will file post-effective amendments to include additional selling shareholders at such times that we file post-effective amendments to update this registration statement with information from our Form 10-Q and Form 10-K filings with the Securities and Exchange Commission. In order to be included as a selling shareholder in any post- effective amendment to this registration statement, the holder must provide us with information regarding the beneficial owner, including, but not limited to, the name, total amount of shareholdings (including options and warrants), whether the beneficial owner is a broker-dealer or an affiliate of a broker-dealer, the name of the natural person with disposition power if the shares are held by an entity, and whether the holder has had a material relationship with us within the past three years. Such information will be used to prepare post-effective amendments that we file with the Securities and Exchange Commission to update the selling shareholders table. No ADSs may be delivered until such time as any information regarding such selling shareholder is included in a post-effective amendment, if not already included, and the post-effective amendment is filed with and declared effective by the Securities and Exchange Commission. We will (i) identify as underwriters all sellers who are broker-dealers that did not receive their shares as underwriting compensation or who are broker-dealer affiliates that acquired their shares with a view toward distribution; and (ii) with regard to the resale of shares by broker-dealer affiliates who did not purchase with a view toward distribution, disclose that (A) the seller purchased in the ordinary course of business and (B) at the time of the purchase of the securities to be resold the seller had no agreements or understandings, directly or indirectly, with any person to distribute the securities.

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	•	the chairman of the meeting;
	•	not less than three shareholders present at the meeting in person, by proxy or represented by an authorized representative and entitled to vote;
	•	any shareholder or shareholders present at the meeting in person, by proxy or represented by an authorized representative and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at such meeting; or
	•	any shareholder or shareholders present in person, by proxy or represented by an authorized representative and holding a number of ordinary shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all of the shares conferring that right.

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	•	in which a spouse, or child or stepchild under the age of 18, is interested;
	•	in which a company is interested, which includes interests held by other companies over which that company has effective voting power, and either (a) that company or its directors generally act in accordance with that person’s directions or instructions or (b) that person controls one-third or more of the voting power of that company at general meetings; or
	•	in which another party is “interested” and the person and that other party are parties to an agreement under section 204 of the Companies Act 1985. Such an agreement is one which provides for two or more parties to acquire interests in shares of a particular public company and imposes obligations or restrictions on any of the parties as to the use, retention or disposal of such interests acquired pursuant to such agreement, if any interest in the company’s shares is in fact acquired by any of the parties pursuant to the agreement.

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	•	increase the share capital by the creation of new shares of such amount as the resolution shall prescribe with such preferred, deferred or other special rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise as may be determined and which may be redeemable;
	•	consolidate and divide all or any of the share capital into shares of larger amount than our existing shares;
	•	cancel shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of our share capital by the amount of shares so cancelled; and
	•	subdivide all or any of the shares into shares of a smaller amount than is fixed by the Memorandum and Articles and may by resolution determine that as between the holders of the shares resulting from such subdivision one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights or be subject to any restrictions, as we have the power to attach to unissued or new shares.

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	•	We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or
	•	We fail to deliver satisfactory documentation to the depositary bank; or
	•	The depositary bank determines that it is not reasonably practicable to distribute the rights, such as where the value of the rights to be distributed is too small to justify the expense of making the distribution.

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	•	We do not deliver satisfactory documentation to the depositary bank; or
	•	The depositary bank determines that all or a portion of the distribution to you is not reasonably practicable.

	•	The ordinary shares are duly authorized, validly issued, fully paid, and non-assessable;
	•	All preemptive, and similar, rights, if any, with respect to such ordinary shares have been validly waived or exercised;
	•	You are duly authorized to deposit the ordinary shares; and
	•	The ordinary shares presented for deposit are not, and the ADSs issuable upon such deposit will not be, “restricted securities,” as defined in the deposit agreement.

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	•	Ensure that the surrendered ADR certificate is properly endorsed or otherwise in proper form for transfer;
	•	Provide such proof of identity and genuineness of signatures as the depositary bank deems appropriate;
	•	Provide any transfer stamps required by the State of New York or the United States; and
	•	Pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to the terms of the deposit agreement, upon the transfer of ADRs.

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	•	Temporary delays that may arise because (1) the transfer books for the ordinary shares or ADSs are closed, or (2) ordinary shares are immobilized on account of a shareholders’ meeting or a payment of dividends;
	•	Obligations to pay fees, taxes and similar charges; and
	•	Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

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	•	Fee of $5.00 or less per 100 ADSs or portion thereof for the execution and delivery of ADRs and the surrender of ADRs;
	•	Fee of $0.02 or less per ADS for any cash distribution made pursuant to the deposit agreement;
	•	Fee for the distribution of shares, such fee being in an amount equal to the fee for the execution and delivery of ADSs referred to above which would have been charged as a result of the deposit of such shares but which shares are instead distributed by the depositary to holders; and
	•	Fee not in excess of $1.50 per certificate for an ADR or ADRs for transfers made pursuant to the terms of the Deposit Agreement.

	•	Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the United Kingdom, e.g., upon deposit and withdrawal of ordinary shares;
	•	Expenses incurred for converting foreign currency into U.S. dollars;
	•	Fees and expenses incurred by the depositary in compliance with exchange controls or other regulatory requirements;
	•	Expenses for cable, telex and fax transmissions and for delivery of securities;
	•	Taxes and duties upon the transfer of securities, e.g., when ordinary shares are deposited or withdrawn from deposit; and
	•	Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

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	•	are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
	•	are not liable if either of us is prevented or delayed by law or circumstances beyond our control from performing our obligations under the deposit agreement;
	•	are not liable if either of us exercises discretion permitted under the deposit agreement;
	•	have no obligation to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreement on your behalf or on behalf of any other person;
	•	may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party.

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	•	Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whom the conversion and distribution is lawful and practical.
	•	Distribute the foreign currency to holders for whom the distribution is lawful and practical.
	•	Hold the foreign currency without liability for interest for the applicable holders.

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	•	1% of the number of ordinary shares then outstanding, which as of February 1, 2006 will equal approximately 302,248 ordinary shares; or
	•	the average weekly trading volume of our ordinary shares in the form of ADSs on the American Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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	•	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	•	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	•	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	•	an exchange distribution in accordance with the rules of the applicable exchange;
	•	privately negotiated transactions;
	•	settlement of short sales entered into after the date of this prospectus;
	•	broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
	•	a combination of any such methods of sale; or
	•	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise.

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	•	tax-exempt organizations;
	•	regulated investment companies and real estate investment trusts;
	•	insurance companies;
	•	broker-dealers and traders in securities;
	•	banks or other financial institutions;
	•	investors whose functional currency is not the United States dollar;
	•	investors that hold our equity shares or ADSs as part of a hedge, straddle or conversion transaction;
	•	investors that own, directly, indirectly, or by attribution 10% or more of our total combined voting stock;
	•	investors subject to the United States alternative minimum tax;
	•	United States expatriates and those investors who are U.S. Holders (as defined below) and who are also tax residents of any other country; or
	•	persons holding ADSs or ordinary shares through partnerships or other pass through entities.

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	•	a citizen or resident of the United States;
	•	a corporation, or any other entity taxable as a corporation, created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;
	•	an estate the income of which is subject to United States federal income tax regardless of its source; or
	•	a trust if a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all substantial decisions of the trust, or if the trust has made a valid election under U.S. Treasury regulations to be treated as a United States person.

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	•	such gain is considered effectively connected with the Non-U.S. Holder’s conduct of a United States trade or business (and, if required by an applicable income tax treaty, the income is attributable to a permanent establishment maintained in the United States); or
	•	if such Non-U.S. Holder is an individual that is present in the United States for 183 days or more during the taxable year of the disposition and certain other conditions are met.

	•	is a corporation or other exempt recipient; or
	•	provides an accurate taxpayer identification number and makes any other required certification.

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			Page
Spark Networks plc (formerly known as MatchNet plc)
	Report of Ernst & Young LLP, Independent Registered Public Accounting Firm		F-2
	Consolidated Balance Sheets at December 31, 2005 and December 31, 2004		F-3
	Consolidated Statements of Operations for the years ended December 31, 2005, 2004, and 2003		F-4
	Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2005, 2004 and 2003		F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003		F-6
	Notes to Consolidated Financial Statements		F-7
MingleMatch, Inc.
	Report of Tanner LC, Independent Registered Public Accounting Firm		F-33
	Consolidated Balance Sheets as of December 31, 2004 and 2003		F-34
	Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 (unaudited) and the years ended December 31, 2004 and 2003		F-35
	Consolidated Statements of Stockholders’ Deficit for the three months ended March 31, 2005 (unaudited) and the years ended December 31, 2004 and 2003		F-36
	Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited) and the years ended December 31, 2004 and 2003		F-37
	Notes to Consolidated Financial Statements		F-38

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	/s/ Ernst & Young LLP

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				December 31,
				2005				2004
Assets
Current assets:
	Cash and cash equivalents			$	17,096			$	4,265
	Marketable securities				196				3,158
	Restricted cash				1,085				1,330
	Accounts receivable, net of allowance of $13				932				641
	Advances to employees				1				20
	Prepaid expenses and other				1,492				879
		Total current assets			20,802				10,293
Property and equipment, net					4,453				6,467
Goodwill, net					17,344				7,955
Intangible assets, net					4,627				1,069
Investment in noncontrolled affiliate					1,099				1,167
Deposits and other assets					295				408
		Total assets		$	48,620			$	27,359
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable			$	2,267			$	3,014
	Accrued liabilities				3,632				8,052
	Deferred revenue				4,991				3,933
	Notes payable — current portion				9,930				400
	Current portion of obligations under capital leases				—				173
		Total current liabilities			20,820				15,572
	Deferred tax liability				1,717				—
	Notes payable — long term				900				1,300
		Total liabilities			23,437				16,872
Shares subject to rescission					6,089				3,819
Commitments and contingencies (note 13)					—				—
Shareholders’ equity:
	Authorized capital £800,000 divided into 80,000,000 ordinary shares of 1p each; issued and outstanding 30,241,496 shares as of December 31, 2005, 24,587,351 shares as of December 31, 2004 at a stated value of:				487				401
	Additional paid-in-capital				64,064				50,423
	Deferred share-based compensation				—				(305	)
	Accumulated other comprehensive income (loss)				(302	)			(13	)
	Notes receivable from employees				(82	)			(203	)
	Accumulated deficit				(45,073	)			(43,635	)
		Total shareholders’ equity			19,094				6,668
		Total liabilities and shareholders’ equity		$	48,620			$	27,359

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				Years Ended December 31,
				2005				2004				2003
Net revenues				$	65,511			$	65,052			$	36,941
Direct marketing expenses					24,411				31,240				18,395
		Contribution margin			41,100				33,812				18,546
Operating expenses1:
	Indirect marketing				1,208				2,607				986
	Customer service				2,827				3,379				2,536
	Technical operations				7,546				7,184				4,481
	Product development				4,118				2,013				959
	General and administrative				25,074				29,253				18,537
	Amortization of intangible assets other than goodwill				1,085				860				555
	Impairment of long-lived assets				105				208				1,532
		Total operating expenses			41,963				45,504				29,586
Operating loss					(863	)			(11,692	)			(11,040	)
Interest (income) and other expenses, net					711				(66	)			(188	)
Loss before income taxes					(1,574	)			(11,626	)			(10,852	)
Provision (benefit) for income taxes					(136	)			1				—
Net loss				$	(1,438	)		$	(11,627	)		$	(10,852	)
Net loss per share — basic and diluted				$	(0.06	)		$	(0.51	)		$	(0.57	)
Weighted average shares outstanding — basic and diluted					26,105				22,667				18,970

(1)	Operating expenses include share-based compensation as follows:

Indirect marketing		$	24			$	156			$	79
Customer service			44				—				—
Technical operations			338				22				140
Product development			248				—				—
General and administrative			2,063				1,526				1,652

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																			Accumulated				Notes
			Ordinary shares								Additional				Deferred				other				receivable								Total
											paid-in				share				comprehensive				from				Accumulated				shareholders’
			Shares				Amount				capital				compensation				income (loss)				employees				deficit				equity
BALANCE, December 31, 2002				18,707			$	299			$	34,237			$	—			$	83			$	—			$	(21,156	)		$	13,463
	Issuance of ordinary shares upon exercise of share options and warrants			850				14				1,057				—				—				—				—				1,071
	Unrealized loss on marketable securities			—				—				—				—				(123	)			—				—				(123	)
	Share-based compensation			—				—				4,443				(2,572	)			—				—				—				1,871
	Issuance of loans to employees			—				—				—				—				—				(120	)			—				(120	)
	Net loss			—				—				—				—				—				—				(10,852	)			(10,852	)
BALANCE, December 31, 2003				19,557				313				39,737				(2,572	)			(40	)			(120	)			(32,008	)			5,310
	Issuance of ordinary shares upon exercise of share options and warrants			4,430				77				7,603				—				—				—				—				7,680
	Private placement of ordinary shares			600				11				3,646				—				—				—				—				3,657
	Unrealized loss on marketable securities			—				—				—				—				(73	)			—				—				(73	)
	Foreign currency translation adjustment			—				—				—				—				100				—				—				100
	Share-based compensation			—				—				(563	)			2,267				—				—				—				1,704
	Issuance of loans to employees			—				—				—				—				—				(83	)			—				(83	)
	Net loss			—				—				—				—				—				—				(11,627	)			(11,627	)
BALANCE, December 31, 2004				24,587				401				50,423				(305	)			(13	)			(203	)			(43,635	)			6,668
	Issuance of ordinary shares upon exercise of share options and warrants			5,304				79				8,356				—				—				—				—				8,435
	Issuance of ordinary shares for acquisition			150				3				1,076				—				—				—				—				1,079
	Issuance of ordinary shares for settlement			200				4				1,797				—				—				—				—				1,801
	Unrealized gain on marketable securities			—				—				—				—				114				—				—				114
	Foreign currency translation adjustment			—				—				—				—				(403	)			—				—				(403	)
	Share-based compensation			—				—				2,412				305				—				—				—				2,717
	Loans to employees			—				—				—				—				—				121				—				121
	Net loss			—				—				—				—				—				—				(1,438	)			(1,438	)
BALANCE, December 31, 2005				30,241			$	487			$	64,064			$	—			$	(302	)		$	(82	)		$	(45,073	)		$	19,094

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				Years Ended December 31,
				2005				2004				2003
Cash flows from operating activities:
	Net loss			$	(1,438	)		$	(11,627	)		$	(10,852	)
	Adjustments to reconcile net loss to cash provided by (used in) operating activities:
		Depreciation and amortization			4,709				3,925				1,996
		Impairment of notes receivable and long-lived assets			226				208				1,532
		Share-based compensation			2,717				1,704				1,871
		Shares issued for legal settlement			97				—				—
		Deferred tax liability			(106	)			—				—
		Imputed interest on notes payable			181				—				—
		(Gain) loss from sale of marketable securities			107				(3	)			—
		Loss from investment in noncontrolled affiliate			68				—				—
		Notes payable issued for legal settlement			—				1,700				—
	Changes in operating assets and liabilities:
		Accounts receivable			(291	)			(231	)			(318	)
		Advances to employees			19				45				1,497
		Restricted cash			245				(1,330	)			—
		Prepaid expenses and other assets			22				146				(297	)
		Accounts payable and accrued liabilities			(3,668	)			3,126				5,477
		Deferred revenue			1,058				701				1,697
	Net cash provided by (used in) operating activities				3,946				(1,636	)			2,603
Cash flows from investing activities:
	Sale of marketable securities				2,967				3,553				5,422
	Purchases of marketable securities				—				(3,000	)			(2,033	)
	Purchases of property and equipment				(1,448	)			(5,467	)			(2,733	)
	Purchases of businesses and intangible assets				—				(5,077	)			(151	)
	Purchase of noncontrolled affiliate				—				(1,167	)			—
	Cash paid in acquisition of business, net of cash acquired				(1,778	)			—				—
	Deposit for acquisition of business				—				—				(2,046	)
	Net cash used in investing activities				(259	)			(11,158	)			(1,541	)
Cash flows from financing activities:
	Proceeds from issuance of ordinary shares				10,705				15,156				1,071
	Principal payments of capital lease obligations				(173	)			(314	)			(176	)
	Notes payable				(388	)			—				—
	Loans and advances to employees				—				182				(385	)
	Payment on notes payable for acquisition				(1,000	)			—				—
	Net cash provided by financing activities				9,144				15,024				510
Net increase (decrease) in cash					12,831				2,230				1,572
Cash and cash equivalents at beginning of year					4,265				2,035				463
Cash and cash equivalents at end of year				$	17,096			$	4,265			$	2,035
Supplemental disclosure of cash flow information:
	Cash (received) paid for interest			$	42			$	41			$	75
	Cash paid for income taxes			$	—			$	1			$	—
Supplemental information of non-cash investing and financing activities:
	Equipment capital lease financing				—				—			$	662
MingleMatch, Inc. acquisition Short-term notes payable issued				$	10,000				—				—
	Fair value of ordinary shares issued			$	1,079				—				—
	Accrued transaction costs			$	165				—				—
	Shares issued for legal settlement expensed in prior year			$	1,793				—				—

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1.	The Company and Summary of Significant Accounting Policies

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		2005				2004				2003
Capitalized		$	350			$	658			$	825
Expensed		$	595			$	693			$	602
Unamortized Balance		$	800			$	1,045			$	1,080

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		Year Ended December 31,
		2005				2004				2003
		(in thousands except per share amounts)
Net loss as reported		$	(1,438	)		$	(11,627	)		$	(10,852	)
Add: SFAS 123(R) share based employee compensation expense included in reported net income, net of related tax effects			2,717				—				—
Add: share based employee compensation expense (benefit) recorded in the accompanying consolidated statements of operations Pre-SFAS 123(R)			(30	)			367				75
Deduct: Total share based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(5,460	)			(3,452	)			(3,645	)
Pro forma net loss		$	(4,211	)		$	(14,712	)		$	(14,422	)
Loss Per Share As reported — basic & diluted		$	(0.06	)		$	(0.51	)		$	(0.57	)
Pro forma — basic & diluted		$	(0.16	)		$	(0.65	)		$	(0.76	)

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		Six Months				Year Ended
		Ended June 30,				December 31,
		2005				2004
Expected life in years			4				4
Dividend per share			—				—
Volatility			76.2	%			70.0	%
Risk-free interest rate			3.5	%			3.5	%

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		Years Ended December 31,
		2005				2004
		(in thousands)
Net (loss)		$	(1,438	)		$	(11,627	)
Changes in unrealized gains/losses in available for sale securities			114				(73	)
Foreign currency translation adjustment			(403	)			100
Total comprehensive (loss)		$	(1,727	)		$	(11,600	)

		Years Ended
		December 31,
		2005				2004
		(In thousands)
Loss (gain) on marketable securities			1				(113	)
Foreign currency translation adjustment			(303	)			100
Total comprehensive (loss)		$	(302	)		$	(13	)

		Years Ended December 31,
		2005				2004
		(In thousands, except
		per share amounts)
(Loss) Per Common Share-Basic
Net (loss) applicable to common shares		$	(1,438	)		$	(11,627	)
Weighted average shares outstanding-basic			26,105				22,667
Basic Earning Per Share			(0.06	)			(0.51	)

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2.	Income Taxes

		Year ended December 31, 2004
Income before income taxes:		2005				2004				2003
		(amounts in thousands)
U.S.		$	(2,162	)		$	(11,626	)		$	(10,852	)
Foreign			588				—				—
		$	(1,574	)		$	(11,626	)		$	(10,852	)

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			Year Ended December 31,
Income tax expense/(benefit):			2005				2004				2003
			(amounts in thousands)
Current
	Federal		$	61			$	—			$	—
	State			11				1				—
	Foreign			—				—				—
				72				1				—
Deferred
	Federal			(416	)			(3,660	)			(3,170	)
	State			(82	)			(1,323	)			(658	)
	Foreign			167				—				—
				(331	)			(4,983	)			(3,828	)
Valuation Allowance				123				4,983				3,828
			$	(136	)		$	—			$	—

		Year Ended December 31,
Reconciliation of Effective Income Tax Rate:		2005				2004				2003
Provision on earnings at federal statutory rate			(35.0	)			(35.0	)			(35.0	)
State tax provision, net of federal benefit			(2.9	)			(7.6	)			(6.0	)
Nondeductible IPO and other expenses			24.0				—				—
Foreign tax rate differential			(2.5	)			—				—
Valuation allowance			7.8				43.9				41.0
Other			—				(1.3	)			—
Total provision (benefit) for income taxes			(8.6	)			—				—

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		Year ended December 31,
		2005				2004				2003
		(amounts in thousands)
Deferred income tax assets
Net operating loss carry-forward		$	18,850			$	18,131			$	7,810
Depreciation and amortization			2,348				2,274				1,388
Compensation accruals			1,476				1,574				994
Accruals and reserves			1,491				878				750
State taxes			(1,600	)			(1,555	)			(613	)
Gain/(Loss) on disposal of assets			(73	)			(129	)			(607	)
Excess capital loss over capital gain			605				605				605
Credits			204				204				—
Other			171				93				501
Total before valuation allowance			23,472				22,075				10,828
Less: Valuation allowance			(23,369	)			(22,075	)			(10,828	)
Total deferred income tax asset			103				—				—
Deferred income tax liabilities
Other			(215	)			—				—
Amortization			(1,502	)			—				—
Total deferred income tax liability			(1,717	)			—				—
Total net deferred income tax		$	(1,614	)		$	—			$	—

3.	Acquisitions of Businesses

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		Year Ended
		December 31,
		2005				2004
		(Amounts in thousands,
		except per share data)
Net revenues		$	66,964			$	67,556
Net (loss)		$	(2,507	)		$	(13,267	)
Net (loss) per share-basic and diluted		$	(0.10	)		$	(0.58	)

			At May 19, 2005
			(In thousands)
Current assets (including cash acquired of $221)			$	295
Property and equipment, net				162
Goodwill				9,742
Domain names and databases				4,655
	Total assets acquired			14,854
Current liabilities				41
Deferred tax liability				1,823
	Net assets acquired		$	12,990

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4.	Employee and Officer Advances

5.	Property and Equipment

		As of December 31,
		2005				2004
Computer equipment		$	4,836			$	4,228
Computer software			8,372				7,475
Furniture, fixtures, and equipment			628				593
Leasehold improvements			449				390
			14,285				12,686
Less: Accumulated depreciation			(9,832	)			(6,219	)
		$	4,453			$	6,467

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6.	Goodwill and Other Intangible Assets

		As of December 31, 2005								As of December 31, 2004
		Gross				Accumulated				Gross				Accumulated
		Amount				Amortization				Amount				Amortization
Member databases		$	4,610			$	2,593			$	2,277			$	1,913
Subscriber databases			370				370				—				—
Purchased technologies			962				782				757				757
Domain names			2,429				—				705				—
		$	8,371			$	3,745			$	3,739			$	2,670

7.	Accrued Liabilities

		December 31,
		2005				2004
		(Amounts in
		thousands)
Advertising		$	1,592			$	3,356
Loss contingencies			601				2,280
Software & service agreement			—				920
Other accrued liabilities			1,439				1,496
Total		$	3,632			$	8,052

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8.	Obligations Under Capital Leases

9.	Notes Payable

Paid on October 31, 2005		$	1,000,000
Paid on January 10, 2006		$	2,000,000
Due on March 31, 2006		$	3,000,000
Due on May 31, 2006		$	2,650,000
Due on May 31, 2006		$	1,350,000
		$	10,000,000

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		Years Ended
		December 31,
		2005				2004
Granted, weighted average fair value per share		$	3.07			$	1.34
Exercised, weighted average intrinsic value per share		$	3.13			$	4.61

							Weighted
			Number of				Average Price
			Shares				Per Share
Outstanding at December 31, 2003				10,309			$	2.35
	Granted			5,302				6.42
	Exercised			(4,308	)			2.64
	Cancelled			(2,306	)			6.54
Outstanding at December 31, 2004				8,997			$	3.81
	Granted			1,544				8.35
	Exercised			(5,070	)			2.12
	Cancelled			(768	)			7.00
Outstanding at December 31, 2005				4,703			$	5.58

		Options Outstanding												Options Exercisable
						Weighted				Weighted								Weighted
						Average				Average								Average				Aggregate
		Number of				Remaining				Exercise				Number of				Exercise				Intrinsic
Range of Exercise Prices		Shares				Life				Price				Shares				Price				Value
$7.46 - $9.34			1,171				5			$	8.45				252			$	8.53
$5.8 - $7.15			1,684				4			$	6.16				303			$	6.05
$0.86 - $5.15			1,848				3			$	3.21				708			$	2.72
			4,703				4			$	5.58				1,263			$	4.68			$	3,498

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		Options Outstanding																Options Exercisable
						Weighted				Weighted								Weighted
						Average				Average								Average				Aggregate
		Number of				Remaining				Exercise				Number of				Exercise				Intrinsic
Range of Exercise Prices		Shares				Life				Price				Shares				Price				Value
$2.31 - $12.01			4,218				4			$	5.68				561			$	4.66
$2.28 - $2.28			4,060				1			$	2.28				4,060			$	2.28
$0.96 - $2.11			719				0			$	1.46				679			$	1.42
			8,997				3			$	3.81				5,300			$	2.42			$	22,294

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11.	Employee Benefit Plan

12.	Segment Information

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				Year Ended December 31,
				2005				2004				2003
Revenues
		AmericanSingles		$	29,217			$	35,224			$	19,253
		JDate			25,961				23,820				16,091
		Other Businesses			10,333				6,008				1,597
	Total			$	65,511			$	65,052			$	36,941
Direct Marketing
		AmericanSingles		$	15,167			$	24,954			$	15,887
		JDate			2,885				1,740				739
		Other Businesses			6,359				4,546				1,769
	Total			$	24,411			$	31,240			$	18,395
Contribution
		AmericanSingles		$	14,050			$	10,270			$	3,366
		JDate			23,076				22,080				15,352
		Other Businesses			3,974				1,462				(172	)
	Total			$	41,100			$	33,812			$	18,546

			Year Ended December 31,
			2005				2004
			(in thousands)
Net Revenues
	United States		$	61,973			$	62,604
	Israel			3,538				2,448
Total			$	65,511			$	65,052
Identifiable Assets
	United States		$	22,426			$	11,209
	Israel			5,392				5,857
Total			$	27,818			$	17,066

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13.	Commitments and Contingencies

Year Ending
	2007		$	202
	2006			414
Total			$	616

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14.	Related Party Transactions

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	•	acquire or seek to acquire, directly or indirectly, by purchase or otherwise, ownership of any voting securities of the Company (or rights to acquire any class of securities of the Company or any subsidiary thereof) such that the Shareholder and its affiliates (the “Shareholder Group”) would beneficially own more than 29.9% of the total voting power (the “Total Voting Power”) of the Company, which is defined as the aggregate number of votes which may be cast by holders of outstanding voting securities on a poll at a general meeting of the Company taking into account any voting restrictions imposed by the Company’s Articles of Association, or take any action that would require the Company to make a public announcement regarding the foregoing under applicable law;
	•	participate in any of the following with respect to the Company or its subsidiaries: (i) any tender, takeover or exchange offer or other business combination, (ii) any recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction, or (iii) any solicitation of proxies or consents to vote any voting securities;
	•	form, join or participate in a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, in connection with any of the foregoing;
	•	seek to control the Board of Directors of the Company; and
	•	enter into any arrangements with any third party with respect to any of the above.

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15.	Quarterly Results of Operations (unaudited)

		Three months ended(1)
		Dec 31,				Sep 30,				June 30,				Mar 31,				Dec 31,				Sep 30,				June 30,				Mar 31,
		2005				2005				2005				2005				2004				2004				2004				2004
		(in thousands except per share amounts)
Selected Consolidated Statements of Operations Data:
Net revenues		$	16,586			$	16,935			$	15,464			$	16,526			$	17,052			$	17,138			$	15,812			$	15,050
Contribution margin			10,527				9,862				9,413				11298				10,424				8,390				6,487				8,511
Income (loss) from operations			(233	)			(1,966	)			(699	)			2,035				(1,613	)			(2,998	)			(4,065	)			(3,016	)
Income taxes			(256	)			56				(8	)			72				—				—				—				1
Net income (loss)		$	(403	)		$	(2,163	)		$	(859	)		$	1,987			$	(1561	)		$	(2,952	)		$	(4,093	)		$	(3,021	)
Net income (loss) per share — basic		$	(0.01	)		$	(0.08	)		$	(0.03	)		$	0.08			$	(0.06	)		$	(0.13	)		$	(0.18	)		$	(0.14	)
Net income (loss) per share — diluted			—				—				—			$	0.07				—				—				—				—

(1)	Certain financial information for prior periods has been reclassified to conform to the 2005 periods’ presentation.

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				December 31,
				2004				2003
Assets
Current assets:
	Cash			$	295,471			$	226,022
	Marketable securities				180,635				—
	Notes receivable				200,000				—
	Prepaid advertising				618,111				152,217
	Other current assets				26,359				1,650
		Total current assets			1,320,576				379,889
Property and equipment, net					164,509				59,077
Web site development costs, net					6,480				10,800
		Total assets		$	1,491,565			$	449,766
Liabilities and Stockholders’ Deficit
Current liabilities:
	Accounts payable			$	8,467			$	11,366
	Accrued liabilities				62,714				8,593
	Deferred revenue				263,126				94,080
		Total current liabilities			334,307				114,039
Deferred revenue, net of current portion					2,877,809				1,191,185
		Total liabilities			3,212,116				1,305,224
Commitments and contingencies
Stockholders’ deficit:
	Common stock, no par value: 50,000,000 shares authorized; 10,000,000 shares issued and outstanding				30,422				30,422
	Accumulated deficit				(1,834,178	)			(885,880	)
	Accumulated other comprehensive income				83,205				—
	Total stockholders’ deficit				(1,720,551	)			(855,458	)
		Total liabilities and stockholders’ deficit		$	1,491,565			$	449,766

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												Three Months Ended
				Years Ended December 31,								March 31,
				2004				2003				2005				2004
												(unaudited)				(unaudited)
Sales				$	2,503,702			$	734,230			$	975,894			$	510,081
Selling, general and administrative expenses					2,967,384				1,256,873				1,128,463				615,953
		Loss from operations			(463,682	)			(522,643	)			(152,569	)			(105,872	)
Other income (expense):
	Realized gain (loss) on sale of marketable securities				(2,580	)			—				194,235				—
	Interest income				22,939				8,606				12,019				334
		Net other income			20,359				8,606				206,254				334
		Net income (loss)		$	(443,323	)		$	(514,037	)		$	53,685			$	(105,538	)

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																			Accumulated
			Common Stock																Other
											Accumulated				Comprehensive				Comprehensive
			Shares				Amount				Deficit				Income (Loss)				Income				Total
Balance, January 1, 2003				10,000,000			$	30,422			$	(149,156	)		$	—			$	—			$	(118,734	)
	Distributions to stockholders			—				—				(222,687	)			—				—				(222,687	)
	Net loss			—				—				(514,037	)			(514,037	)			—				(514,037	)
	Comprehensive loss														$	(514,037	)
Balance, December 31, 2003				10,000,000				30,422				(885,880	)		$	—				—				(855,458	)
	Distributions to stockholders			—				—				(504,975	)			—				—				(504,975	)
	Unrealized gains on marketable securities			—				—				—				83,205				83,205				83,205
	Net loss			—				—				(443,323	)			(443,323	)			—				(443,323	)
	Comprehensive loss														$	(360,118	)
Balance, December 31, 2004				10,000,000				30,422				(1,834,178	)		$	—				83,205				(1,720,551	)
	Distributions to stockholders (unaudited)			—				—				(599,505	)			—				—				(599,505	)
	Realized gains on marketable securities (unaudited)			—				—				—				—				(83,205	)			(83,205	)
	Net income (unaudited)			—				—				53,685				53,685				—
	Comprehensive income (unaudited)			—				—							$	53,685				—				53,685
Balance, March 31, 2005				10,000,000			$	30,422			$	(2,379,998	)						$	—			$	(2,349,576	)

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													Three Months ended
					Years Ended December 31,								March 31,
					2004				2003				2005				2004
													(unaudited)				(unaudited)
Cash flows from operating activities:
	Net income (loss)				$	(443,323	)		$	(514,037	)		$	53,685			$	(105,538	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation and amortization					39,375				9,859				15,227				5,829
	Realized gain on sale of marketable securities					—				—				(83,205	)			—
	Decrease (increase) in operating assets:
		Prepaid advertising				(465,894	)			(152,217	)			454,730				135,840
		Other current assets				(24,709	)			(1,085	)			(7,447	)			(334	)
	Increase (decrease) in operating liabilities:
		Accounts payable				(2,899	)			11,331				214,437				(11,366	)
		Accrued liabilities				54,121				7,474				(7,208	)			18,602
		Deferred revenue				1,855,670				1,051,559				484,111				402,013
			Net cash provided by operating activities			1,012,341				412,884				1,124,330				445,046
Cash flows from investing activities:
	Purchase of property and equipment					(140,487	)			(64,616	)			(17,497	)			(53,702	)
	Purchase of marketable securities					(404,845	)			—
	Proceeds from sale of marketable securities					307,415				—				180,635				(100,000	)
	Issuance of notes receivable					(500,000	)			—				(52,000	)			(200,000	)
	Repayments of notes receivable					300,000				—				—				—
			Net cash provided by investing activities			(437,917	)			(64,616	)			111,138				(353,702	)
Cash flows from financing activities-
		Distributions to stockholders				(504,975	)			(222,687	)			(599,505	)			(35,036	)
Net change in cash						69,449				125,581				635,963				56,308
Cash at beginning of period						226,022				100,441				295,471				226,022
Cash at end of period					$	295,471			$	226,022			$	931,434			$	282,330

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1.	Description of Organization and Summary of Significant Accounting Policies

F-38

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Asset Class		Useful Life
Computers and equipment			3 - 5 years

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2.	Marketable Securities

3.	Notes Receivable

4.	Property and Equipment

		2004				2003
Computers and equipment		$	219,770			$	79,283
Less accumulated depreciation			(55,261	)			(20,206	)
		$	164,509			$	59,077

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5.	Accrued Liabilities

		2004				2003
Payroll taxes		$	58,645			$	8,593
Vacation			4,069				—
		$	62,714			$	8,593

6.	Web Site Development Costs

		2004				2003
Web site development costs		$	21,600			$	21,600
Less accumulated amortization			(15,120	)			(10,800	)
		$	6,480			$	10,800

7.	Supplemental Cash Flow Information

8.	Commitments and Contingencies

2005		$	38,823
2006			26,400
		$	65,223

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9.	Profit Sharing Plan

10.	Subsequent Event (unaudited)

F-42

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Item 13.	Other Expenses of Issuance and Distribution

SEC registration fee			$	27,876
American Stock Exchange listing fee			$	55,000
Printing and engraving costs			$	93,500
Legal fees and expenses			$	350,000
Accounting fees and expenses			$	700,000
Transfer agent and registrar fees			$	—
Miscellaneous expenses			$	23,624
	Total		$	1,250,000

Item 14.	Indemnification of Directors and Officers

	(a)     Indemnification of directors in respect of proceedings brought by third parties (covering both legal costs and the financial costs of any adverse judgment, except for the legal costs of unsuccessful defenses of criminal proceedings, fines imposed in criminal proceedings and penalties imposed by certain regulatory bodies);
	(b)     Payment of directors’ defense costs as they are incurred, including if the action is brought by the company itself. A director in this situation would still be liable to pay any damages awarded to our company and to repay his defense costs to the company if his defense were unsuccessful, other than where the company chooses to indemnify him in respect of legal costs incurred in certain types of civil third party proceedings; and
	(c)     Indemnification of our officers who are not directors without many of the restrictions that apply to indemnification of directors.

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Item 15.	Recent Sales of Unregistered Securities

	1. In January 2004, we issued 600,000 ordinary shares to two institutional investors, Jacob Internet Fund and Mellon Nominees UK, which were accredited investors as defined in Rule 501(a), at €  4.80 per share in a private placement for aggregate cash consideration of $3,700,000. The private placement was exempt from registration under Rule 506 of Regulation D.
	2. In August 2003, we issued warrants to Europlay Capital Advisors, LLC (“ECA”), an accredited investor as defined in Rule 501(a) under Regulation D, for the purchase of up to 1,000,000 ordinary shares at an exercise price of $2.44 per share in exchange for financial consulting services provided to us by ECA. In December 2004, ECA and our company agreed to accelerate vesting of 250,000 of the remaining 500,000 unvested warrants, and cancel the remaining 250,000 unvested warrants. Accordingly, we issued a warrant certificate for 750,000 shares. Pursuant to the terms of the warrant agreement, ECA has effected cashless exercises of warrants accounting for a total of 320,000 ordinary shares at a per share exercise price of $2.44 and we, after accounting for ECA’s cashless exercises, have issued a total of 226,536 ordinary shares pursuant to the exercises.
	3.     From March 1, 2003 to February 28, 2006, we have issued an aggregate of 166,000 ordinary shares for cash consideration of $222,440 upon the exercise of warrants issued in connection with a 1998 private placement pursuant to Regulation S of the Securities Act. Of the 166,000 ordinary shares issued, 103,000 ordinary shares were issued to two executive officers at the time, Joe Y. Shapira and Alon Carmel, in November 2004 upon exercise of warrants for cash consideration of $138,020.
	4.     In June 2005, we issued 150,000 ordinary shares to two shareholders of MingleMatch, Inc., each of which were accredited investors, in connection with our acquisition of MingleMatch. The issuance of the shares was exempt from registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.
	5.     In July 2005, we issued 200,000 ordinary shares to Sharman Networks Ltd., a Vanuatu corporation, in exchange for services. The issuance of securities was exempt from registration requirements of the Securities Act of 1933 by virtue of Regulation S.

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Item 16.	Exhibits and Financial Statement Schedule

Exhibit
Number						Description of Exhibit
	3	.1**				Memorandum of Association of Registrant dated September 3, 1998
	3	.2**				Certificate Confirming Incorporation and Change of Name dated January 31, 2005
	3	.3**				Articles of Association of Registrant, as amended April 11, 2000, December 10, 2004, September 2, 2005 and November 14, 2005 (incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2005).
	4	.1**				Form of Deposit Agreement
	4	.2**				Form of ADR (included in Exhibit 4.1 herein)
	4	.3**				Specimen ordinary share certificate
	5	.1**				Opinion of Steptoe & Johnson
	10	.1**				Lease dated September 1, 2000 between Arden Realty Limited Partnership and the Registrant regarding 8383 Wilshire Boulevard (incorporated by reference to exhibit 10.1 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(a)**				First Amendment to Lease, dated September 5, 2000 (incorporated by reference to exhibit 10.1(a) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(b)**				Second Amendment to Lease, dated January 16, 2003 (incorporated by reference to exhibit 10.1(b) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(c)**				Third Amendment to Lease, dated October 30, 2003 (incorporated by reference to exhibit 10.1(c) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(d)**				Fourth Amendment to Lease, dated May 14, 2004 (incorporated by reference to exhibit 10.1(d) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(e)**				Fifth Amendment to Lease, dated February 22, 2006 (incorporated by reference to Exhibit 10.1(e) of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2006).
	10	.2**				2004 Share Option Scheme
	10	.2(a)**				Form of Option Agreement for 2004 Share Option Scheme
	10	.3**				2000 Executive Share Option Scheme
	10	.3(a)**				Form of Option Agreement for 2000 Executive Share Option Scheme
	10	.4**				Asset Purchase Agreement, dated November 27, 2003, between the Registrant and Point Match USA, Inc. (incorporated by reference to exhibit 10.4 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.4(a)**				First Amendment to Asset Purchase Agreement, January 7, 2004, between the Registrant and Point Match USA, Inc.
	10	.5**				Asset Purchase Agreement, dated November 27, 2003, between MatchNet (Israel) Ltd., a subsidiary of the Registrant, and Point Match Ltd. (incorporated by reference to exhibit 10.5 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)

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Exhibit
Number						Description of Exhibit
	10	.5(a)**				First Amendment to Asset Purchase Agreement, dated January 7, 2004, between MatchNet (Israel) Ltd., a subsidiary of the Registrant, and Point Match Ltd. (incorporated by reference to exhibit 10.5(a) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.6**				Executive Employment Agreement, dated August 12, 2004, between the Registrant and David Siminoff
	10	.7**				Executive Employment Agreement, dated October 4, 2004, between the Registrant and Mark Thompson
	10	.8**				Executive Employment Agreement, dated October 4, 2004, between the Registrant and Phillip Nelson
	10	.9**				Executive Employment Agreement, dated March 1, 2005, between the Registrant and Joe Y. Shapira
	10	.9(a)**				Separation Agreement entered into by and between the Registrant and Joe Y. Shapira effective as of January 1, 2006 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2006).
	10	.10**				Form of Indemnification Agreement for Officers and Directors
	10	.10(a)**				List of Parties executing Form of Indemnification Agreement for Officers and Directors
	10	.11**				Deal Documents and Purchase Agreement for investment in Yobon, Inc. dated October 19, 2004
	10	.12**				Warrant Agreement, dated December 30, 2004, between the Registrant and Europlay Capital Advisors LLC
	10	.13**				Executive Employment Agreement, dated August 31, 2005, between the Registrant and Gregory R. Liberman
	10	.13(a)				Amendment No. 1, dated March 15, 2006, to the Executive Employment Agreement between the Registrant and Gregory R. Liberman.
	10	.14**				Stock Purchase Agreement dated May 19, 2005 by and among the Registrant, MingleMatch, Inc., The Corporation of the President of the Church of Jesus Christ of Latter-day Saints, and shareholders of MingleMatch, Inc.
	10	.15**				Standstill Agreement entered into by the Registrant and Great Hill Equity Partners II on December 1, 2005 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2005).
	10	.16**				Tax Indemnification Agreement entered into by the Registrant and Joe Y. Shapira on December 1, 2005 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2005).
	10	.17**				Tax Indemnification Agreement entered into by the Registrant and Alon Carmel on December 1, 2005 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2005).
	10	.18**				Deposit Agreement for Global Depositary Shares (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10 (File No. 000-51195) filed with the Securities and Exchange Commission on November 7, 2005).
	10	.19**				Form of GDR (included in Exhibit 10.18 herein).
	16	.1**				Letter re: Change in Certifying Accountant (incorporated by reference to exhibit 16.1 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	21	.1**				List of subsidiaries
	23	.1				Consent of Ernst & Young

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Exhibit
Number						Description of Exhibit
	23	.2				Consent of Tanner LC
	23	.3**				Consent of Steptoe & Johnson (contained in exhibit 5.1)
	24	.1**				Power of attorney

	**	Previously filed.

	Schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the consolidated financial statements or the related notes.

Item 17.	Undertakings

	i.     To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	ii.     To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	iii.     To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(i)     Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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	(ii)     Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	(iii)     The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	(iv)     Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

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	Spark Networks plc
	/s/ David E. Siminoff
	David E. Siminoff
	Chief Executive Officer and President

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Name				Position		Date
/s/ David E. Siminoff David E. Siminoff				Chief Executive Officer and President (Principal Executive Officer)		April 7, 2006
/s/ Mark Thompson Mark Thompson				Chief Financial Officer (Principal Financial and Accounting Officer)		April 7, 2006
* Joe Shapira				Chairman of the Board		April 7, 2006
* Michael Brown				Director		April 7, 2006
* Martial Chaillet				Director		April 7, 2006
* Benjamin Derhy				Director		April 7, 2006
* Laura Lauder				Director		April 7, 2006
* Scott Shleifer				Director		April 7, 2006
*By		/s/ David E. Siminoff Attorney-in-fact

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Exhibit
Number						Description of Exhibit
	3	.1**				Memorandum of Association of Registrant dated September 3, 1998
	3	.2**				Certificate Confirming Incorporation and Change of Name dated January 31, 2005
	3	.3**				Articles of Association of Registrant, as amended April 11, 2000, December 10, 2004, September 2, 2005 and November 14, 2005 (incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2005).
	4	.1**				Form of Deposit Agreement
	4	.2**				Form of ADR (included in Exhibit 4.1 herein)
	4	.3**				Specimen ordinary share certificate
	5	.1**				Opinion of Steptoe & Johnson
	10	.1**				Lease dated September 1, 2000 between Arden Realty Limited Partnership and the Registrant regarding 8383 Wilshire Boulevard (incorporated by reference to exhibit 10.1 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(a)**				First Amendment to Lease, dated September 5, 2000 (incorporated by reference to exhibit 10.1(a) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(b)**				Second Amendment to Lease, dated January 16, 2003 (incorporated by reference to exhibit 10.1(b) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(c)**				Third Amendment to Lease, dated October 30, 2003 (incorporated by reference to exhibit 10.1(c) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(d)**				Fourth Amendment to Lease, dated May 14, 2004 (incorporated by reference to exhibit 10.1(d) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.1(e)**				Fifth Amendment to Lease, dated February 22, 2006 (incorporated by reference to Exhibit 10.1(e) of the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2006).
	10	.2**				2004 Share Option Scheme
	10	.2(a)**				Form of Option Agreement for 2004 Share Option Scheme
	10	.3**				2000 Executive Share Option Scheme
	10	.3(a)**				Form of Option Agreement for 2000 Executive Share Option Scheme
	10	.4**				Asset Purchase Agreement, dated November 27, 2003, between the Registrant and Point Match USA, Inc. (incorporated by reference to exhibit 10.4 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.4(a)**				First Amendment to Asset Purchase Agreement, January 7, 2004, between the Registrant and Point Match USA, Inc
	10	.5**				Asset Purchase Agreement, dated November 27, 2003, between MatchNet (Israel) Ltd., a subsidiary of the Registrant, and Point Match Ltd. (incorporated by reference to exhibit 10.5 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.5(a)**				First Amendment to Asset Purchase Agreement, dated January 7, 2004, between MatchNet (Israel) Ltd., a subsidiary of the Registrant, and Point Match Ltd. (incorporated by reference to exhibit 10.5(a) of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	10	.6**				Executive Employment Agreement, dated August 12, 2004, between the Registrant and David Siminoff

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Exhibit
Number						Description of Exhibit
	10	.7**				Executive Employment Agreement, dated October 4, 2004, between the Registrant and Mark Thompson
	10	.8**				Executive Employment Agreement, dated October 4, 2004, between the Registrant and Phillip Nelson
	10	.9**				Executive Employment Agreement, dated March 1, 2005, between the Registrant and Joe Y. Shapira
	10	.9(a)**				Separation Agreement entered into by and between the Registrant and Joe Y. Shapira effective as of January 1, 2006 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 1, 2006).
	10	.10**				Form of Indemnification Agreement for Officers and Directors
	10	.10(a)**				List of Parties executing Form of Indemnification Agreement for Officers and Directors
	10	.11**				Deal Documents and Purchase Agreement for investment in Yobon, Inc. dated October 19, 2004
	10	.12**				Warrant Agreement, dated December 30, 2004, between the Registrant and Europlay Capital Advisors LLC
	10	.13**				Executive Employment Agreement, dated August 31, 2005, between the Registrant and Gregory R. Liberman
	10	.13(a)				Amendment No. 1, dated March 15, 2006, to the Executive Employment Agreement between the Registrant and Gregory R. Liberman.
	10	.14**				Stock Purchase Agreement dated May 19, 2005 by and among the Registrant, MingleMatch, Inc., The Corporation of the President of the Church of Jesus Christ of Latter-day Saints, and shareholders of MingleMatch, Inc.
	10	.15**				Standstill Agreement entered into by the Registrant and Great Hill Equity Partners II on December 1, 2005 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2005).
	10	.16**				Tax Indemnification Agreement entered into by the Registrant and Joe Y. Shapira on December 1, 2005 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2005).
	10	.17**				Tax Indemnification Agreement entered into by the Registrant and Alon Carmel on December 1, 2005 (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2005).
	10	.18**				Deposit Agreement for Global Depositary Shares (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10 (File No. 000-51195) filed with the Securities and Exchange Commission on November 7, 2005).
	10	.19**				Form of GDR (included in Exhibit 10.18 herein).
	16	.1**				Letter re: Change in Certifying Accountant (incorporated by reference to exhibit 16.1 of MatchNet, Inc.’s registration statement on Form S-1 (file no. 333-117940) filed with the Securities and Exchange Commission on August 4, 2004)
	21	.1**				List of subsidiaries
	23	.1				Consent of Ernst & Young
	23	.2**				Consent of Tanner LC
	23	.3**				Consent of Steptoe & Johnson (contained in exhibit 5.1)
	24	.1**				Power of attorney

	**	Previously filed.