CARBONDESK GROUP PLC: Half-yearly Report

Company              CarbonDesk Group plc                                      
Symbol                CO2P                                                      
Headline              Interim results for the six months ended 31 October 2012  
Released              31 January 2013                                           

                             CARBONDESK GROUP PLC                              
                        ("CarbonDesk" or the "Company")                        
           Interim results for the six months ended 31 October 2012            

Carbondesk today announces its unaudited interim results for the six month
period ended 31 October 2012.

Although the results of the Company are better than last year, they remain very
disappointing. We are, however, pleased to announce that the Company has a
pipeline of prospective projects for the coming year, which the Directors
believe could impact positively on the Company's future performance.

Firstly, the Company has recently signed a number of corporate finance mandates
which we are confident of closing during the current year and the fees from
which will make a substantial difference to the Company's future revenue.

The Company has also created a subsidiary, CarbonDesk Black Ltd, which has
exclusive rights in the UK, to market the carbon credits created through a new
project aimed at reducing soot emissions from local taxis (also known as Black
Carbon) in Manila in the Philippines. Revenues from this project, although
modest at present, have the potential to increase as the project gathers

As announced on 23 January 2013, the Company has received a claim from HM
Revenues & Customs relating to input tax on carbon trading transactions. While
the outcome of this claim is uncertain the Directors are confident, and have
been assured by our legal and taxation advisors, that the claim by HMRC is very
unlikely to be enforced. The Directors are very mindful of the effect that the
HMRC claim could have on shareholder value and will do their best to protect
this regardless of the outcome of the Independent Tribunal.

The Company continues to monitor and keep ongoing costs to a minimum.

Consolidated Statement of Comprehensive Income
For the Six Months Ended 31 October 2012
                                  Notes   Six Months   Six Months      Year    
                                            Ended        Ended        Ended    
                                          31 October   31 October    30 April  
                                             2012         2011         2012    
                                         (Unaudited)  (Unaudited)   (Audited)  
                                             £            £            £     

Revenue - continuing operations           51,300          -         14,142       
Cost of sales                            (1,997)          -        (4,217)      
Gross profit                              49,303          -         9,925        
Administrative expenses                  (412,612)    (12,713)     (295,437)    
Operating loss                           (363,309)        -        (285,512)    
Finance charges                          (8,238)          -        (17,548)     
Loss before taxation                     (371,547)        -        (303,060)    
Income tax                                   -            -            -         
Loss for the period from                 (371,547)    (12,713)     (303,060)   
continuing operations                                                           
Discontinued operations                                                         
Loss for the period from                     -        (682,669)    (321,429)   
discontinued operations                                                         
Loss for the period                                                             

                                         (371,547)    (695,382)    (624,489)   

Loss per share from continuing                                                 
and discontinued operations                                                     
(expressed in pence per share)                                                  
Basic loss per ordinary share                                                   
From continuing operations          2    (2.83)       (0.14)       (3.39)    
From discontinued operations        2      -          (7.63)       (3.59)    

                                         (2.83)       (7.77)       (6.98)   

Diluted loss per ordinary share                                                 
From continuing operations          2    (2.83)       (0.14)       (3.39)    
From discontinued operations        2      -          (7.63)       (3.59)    

                                         (2.83)       (7.77)       (6.98)   

Total recognised gains and losses

The Group's total comprehensive income is the same as the reported losses and
profits for the current and prior periods.

Consolidated Statement of Financial Position
At 31 October 2012 

                                   Notes  31 October   31 October    30 April  
                                             2012         2011         2012    
                                         (Unaudited)  (Unaudited)   (Audited)  
                                         £            £            £         

Non current assets                                                              
Property, plant and equipment            6,979        -            4,800        
Current assets                                                                  
Trade and other receivables              29,149       144,416      27,997       
Cash and cash equivalents                5,008        351,568      52,788       
Total current assets                     34,157       495,984      80,785       
Total assets                             41,136       495,984      85,585       
Equity and liabilities                                                          
Called up share capital             3    824,388      447,571      447,571      
Share premium account                    281,297      286,516      286,516      
Merger reserve                           239,233      239,233      239,233      
Equity reserve                           6,821        -            24,371       
Retained earnings                        (1,697,070)  (1,511,820)  (1,445,523)  
Equity attributable to equity            (345,331)    (538,500)    (447,832)    
Holders of the company                                                          
Current liabilities                                                             
Trade and other payables                 292,387      816,484      197,288      
Non-current liabilities                                                         
Borrowings                               94,080       218,000      336,129      
Total equity and liabilities             41,136       495,984      85,585       


1 Basis of preparation

This Interim Report, comprising the Consolidated Statement of Comprehensive
Income, Consolidated Statement of Financial Position, Consolidated and the 
accompanying notes, has been prepared in accordance with the recognition and 
measurement criteria of IFRS save that the Company has elected not to adopt 
IAS34, Interim reports. These IFRS interim financial statements do not include
all the information required for full IFRS annual financial statements.

The interim results do not constitute the statutory accounts within the meaning
of s435 of the Companies Act 2006. The financial information in this report for
the six months to 31 October 2012 and to 31 October 2011 has not been audited
or reviewed by the Company's auditor. The comparative figures for the year
ended 30 April 2012 are extracted from the Company's audited financial
statements for that period as filed with the Registrar of Companies. It does
not constitute the financial statements for that period. Those accounts
received an unqualified audit report, which did not contain any statement under
sections 498(2) or (3) of the Companies Act 2006 and did not include a
reference to any matters to which the auditor drew attention by way of emphasis
without qualifying the report.

The accounts for the interim period have been prepared in accordance with the
policies which the Company will adopt for its 2013 annual accounts.

2 Earnings per ordinary share

Basic earnings per ordinary share is calculated by dividing the profit or loss
after taxation by the weighted average number of shares in issue during the

Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares to assume conversion of all dilutive potential
ordinary shares. The Company has potentially dilutive ordinary shares relating
to Share Options and Warrants to Subscribe
                                      Six Months    Six Months       Year      
                                         Ended        Ended          Ended     
                                      31 October    31 October     30 April    
                                         2012          2011          2012      
                                           £            £              £     

Loss for the period attributable to    (371,547)   (12,713)     (303,060)      
equity shareholders of the company                                              
Loss from discontinued operations        -         (682,669)    (321,429)   
attributable to equity shareholders                                            
of the company                                                                  

                                       (371,547)   (695,382)    (624,489)      
                                      Number        Number      Number      

Weighted average number of shares for 13,111,162    8,951,429   8,951,429   
the purpose of basic and diluted                                               
earnings per share                                                              


3 Equity                                                                        

                                 31 October         31 October          30 
                                    2012               2011               


                                     £                  £                 
Allotted, called up and fully                                                    


16,487,792 : 8,951,429 :               824,388            447,571            
8,951,429 Ordinary Shares of 5p                                                  


On 19 July the Company issued 2,000,000 new ordinary 5p shares at par raising 

On 19 July 2012 Brad Allan, Daniel Edelman and Peter Holmes, directors of the
Company, converted £25,000 each worth of convertible loan notes at 5p into a
total of 1,500,000 new ordinary shares in the Company.

Also on 19 July the Company converted a further £40,000 worth of convertible
loan notes at 5p into 800,000 new ordinary shares.

On 20 July 2012 the Company converted £150,000 worth of convertible loan notes
at 5p into 3,000,000 new ordinary shares.

On 24 October 2012 the Company issued 236,363 new ordinary 5p shares at a price
of 5.5p per share in settlement of professional fees of £13,000.

4 Events arising after the period end

HMRC has recently notified the directors of the Company that it has decided to
refuse the right to deduct input tax for the months of June and July 2009. This
has resulted in a demand for £95,484,820.00 plus interest of £8,571,526.26
calculated in October 2012 which continues to accrue monthly at 3% per annum.

The directors deny that this claim is justified and will be seeking an
independent Tribunal review of the decision by HMRC. They do not consider that
a provision for any liability is necessary at this stage.


Daniel Edelman/ Peter Holmes
+44 (0) 203 384 3650

Peterhouse Corporate Finance Limited
Eran Zucker and Fungai Ndoro
Tel: 020 7469 0932


-0- Jan/31/2013 14:39 GMT

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