8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report: March 7, 2008
(Date of earliest event reported)

Glu Mobile Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-33368	91-2143667
(Commission File Number)	(IRS Employer Identification No.)
2207 Bridgepointe Parkway, Suite 250
San Mateo, California	94404
(Address of Principal Executive Offices)	(Zip Code)

(650) 532-2400

(Registrant’s Telephone Number, Including Area Code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

Explanatory Note.

          On January 23, 2008, Glu Mobile Inc., a Delaware corporation (“Glu”), announced that it would be commencing a recommended cash offer (the “Offer”) to be made by Glu for all of the outstanding shares of Superscape Group plc (“Superscape”). Founded in 1993, Superscape is a leading publisher of 2D and 3D games for use on mobile phones. On March 7, 2008, Glu’s directors announced that all of the conditions of the Offer had been satisfied or waived, and the Offer had been declared unconditional in all respects. The initial Form 8-K related to the declaring unconditional of the Offer was filed on March 7, 2008. This Form 8-K/A is being filed to amend and supplement the previously filed Form 8-K to include the required financial statements and information under Item 9.01(a) and 9.01(b) of Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (a) Financial Statements of Business Acquired.

     The following audited financial statements are filed as Exhibit 99.1 to this report and incorporated in their entirety herein by reference:

     Audited Report and Financial Statements of Superscape Group plc as of and for the twelve months ended January 31, 2008

     (b) Pro Forma Financial Information.

     The following pro forma information is filed as Exhibit 99.2 to this report and incorporated in its entirety herein by reference:

     Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 2007

     Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended December 31, 2007

     (d) Exhibits.

Number	Description
99.1	Audited Report and Financial Statements of Superscape Group plc as of and for the twelve months ended January 31, 2008.
99.2	Pro forma financial information.
99.3	Consent of Ernst & Young LLP

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GLU MOBILE INC.
By:	/s/ Eric R. Ludwig
	Eric R. Ludwig
	SVP Finance and Interim Chief Financial Officer

Date: May 22, 2008

EXHIBIT INDEX

Number	Description
99.1	Audited Report and Financial Statements of Superscape Group plc as of and for the twelve months ended January 31, 2008.
99.2	Pro forma financial information.
99.3	Consent of Ernst & Young LLP

EX-99.1

EXHIBIT 99.1

Superscape Group plc
Index to Consolidated Financial Statements

	Page
Report of Independent Auditors		1
Consolidated Income Statement		2
Consolidated Statement of Recognised Income and Expenditure		2
Consolidated Balance Sheet		3
Consolidated Statement of Cash Flows		4
Notes to Consolidated Financial Statements		5

Report of Independent Auditors
The Board of Directors and Members of Superscape Group plc

We have audited the accompanying consolidated balance sheets of Superscape Group plc as of January 31, 2008 and 2007, and the related consolidated statements of income, statements of recognized income and expenditure, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Superscape Group plc at January 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and International Financial Reporting Standards as adopted by the European Union.

/s/ Ernst & Young LLP

Southampton, England

May 21, 2008

1

Superscape Group plc

CONSOLIDATED INCOME STATEMENT
For the year ended 31 January 2008

			Before									Before
			exceptional			Exceptional						exceptional			Exceptional
			items			items			Total			items			items			Total
			2008			2008			2008			2007			2007			2007
	Notes		$000			$000			$000			$000			$000			$000
Revenue		3		14,494			—			14,494			15,451			—			15,451
Cost of sales				(2,993	)		—			(2,993	)		(4,195	)		—			(4,195	)
Gross profit				11,501			—			11,501			11,256			—			11,256
Research and development expenses				(7,907	)		—			(7,907	)		(7,889	)		(717	)		(8,606	)
Sales and marketing expenses				(2,417	)		—			(2,417	)		(3,961	)		(3,753	)		(7,714	)
Administrative expenses				(5,993	)		(678	)		(6,671	)		(6,052	)		(2,693	)		(8,745	)
				(16,317	)		(678	)		(16,995	)		(17,902	)		(7,163	)		(25,065	)
Operating loss		5		(4,816	)		(678	)		(5,494	)		(6,647	)		(7,163	)		(13,809	)
Finance revenue		5		538			—			538			689			—			689
Loss before tax				(4,278	)		(678	)		(4,956	)		(5,958	)		(7,163	)		(13,120	)
Tax		8		(197	)		—			(197	)		(394	)		—			(394	)
Loss for the year				(4,475	)		(678	)		(5,153	)		(6,351	)		(7,163	)		(13,514	)
Loss per share
Loss per share — basic		9								(2.8)	¢								(8.1)	¢

CONSOLIDATED STATEMENT OF RECOGNISED
INCOME AND EXPENDITURE

For the year ended 31 January 2008

	2008			2007
	$	000		$	000
Loss for the year		(5,153	)		(13,514	)
Exchange differences on translation of foreign operations		23			(1,044	)
Total recognised income and expense for the year		(5,130	)		(14,558	)

2

Superscape Group plc
CONSOLIDATED BALANCE SHEET
As at 31 January 2008

	Notes		2008			2007
			$ 000			$ 000
Non-current assets
Property, plant and equipment		10		195			303
Intangible assets		11		4,658			5,747
				4,853			6,050
Current assets
Trade and other receivables		14		4,956			6,303
Cash and cash equivalents		15		10,902			13,950
				15,858			20,253
Total assets				20,711			26,304
Liabilities
Non-current liabilities
Provisions		17		498			985
				498			985
Current liabilities
Trade and other payables		16		3,746			4,189
Provisions		17		554			622
				4,300			4,811
Total liabilities				4,798			5,796
Equity
Called up share capital		20		35,840			35,820
Share premium account		21		131,958			131,958
Other reserves		21		307			307
Translation reserve		21		(13,727	)		(13,750	)
Retained losses		21		(138,465	)		(133,827	)
Total equity shareholders’ funds				15,913			20,508
Total equity and liabilities				20,711			26,304
Approved by the Board of Directors on 24 April 2008, and signed on its behalf.				—
Albert Pimentel
Company Secretary

3

Superscape Group plc
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 January 2008

	2008			2007
	$ 000			$ 000
Cash flows from operating activities
Loss before tax		(4,956	)		(13,120	)
Adjustments for:
Depreciation of property, plant and equipment		152			310
Amortisation and impairment of intangible assets		2,423			1,742
(Gain)/loss on disposal of property, plant and equipment		(1	)		2
Share based remuneration		515			401
Finance revenue		(538	)		(689	)
Operating cash flows before movements in working capital		(2,405	)		(11,354	)
Decrease in receivables		1,569			1,805
(Decrease)/Increase in payables		(1,571	)		591
Cash used by operations		(2,407	)		(8,958	)
Income tax paid		(254	)		(364	)
Income tax received		239			356
Net cash used in operating activities		(2,422	)		(8,966	)
Cash flows from investing activities
Interest received		508			730
Purchase of intangible assets		(1,322	)		(1,940	)
Adjustment for change in deferred consideration		—			41
Purchase of property, plant and equipment		(43	)		(223	)
Net cash used in investing activities		(857	)		(1,392	)
Cash flows from financing activities
Gross proceeds from issue of share capital		20			202
Net cash generated from financing activities		20			202
Net decrease in cash and cash equivalents		(3,259	)		(10,156	)
Effect of exchange rates on cash and cash equivalents		211			1,492
Cash and cash equivalents at beginning of period		13,950			22,614
Cash and cash equivalents at end of period		10,902			13,950

4

1. CORPORATE INFORMATION

The consolidated financial statements of Superscape Group PLC (the ‘Group’) for the year ended 31 January 2008 were authorised for issue in accordance with a resolution by the Board of Directors on 24 April 2008 and the balance sheet was signed on the Board’s behalf by A. Pimentel. Superscape Group PLC is a public limited company incorporated and domiciled in England & Wales and its ordinary shares are traded on the London Stock Exchange. Effective 6 April 2008, the Group’s shares were delisted.

The Group’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and IFRS as adopted by the European Union (EU). IFRS as adopted by the EU differs in certain respects from IFRS as issued by the IASB, however, the differences have no impact on the Group’s consolidated financial statements for the years presented. The principle accounting policies adopted by the Group are set out in note 2.

2. ACCOUNTING POLICIES

Basis of preparation

The consolidated financial statements are presented in US Dollars and have been prepared on a historical cost basis. The functional currency of the parent company is UK Sterling.

The preparation of financial statements in conformity with Adopted IFRSs requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expense. The measurement and impairment assessment of intangible assets and goodwill, the measurement and recoverability assessment of advanced royalties and the estimation of share based payment costs are the key areas that require management to make judgments, estimates and assumptions. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the result of which form the basis for making the judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Presentation of financial information

As the Group’s principal assets and operations are based in the US and the majority of its operations are conducted in US Dollars, the Group changed its reporting currency from Pounds Sterling to US Dollars with effect from 1 February 2007. The Group redenominated its share capital into US Dollars on 1 February 2007 and will retain all reserves in US Dollars. Financial information for prior periods has been restated from Pounds Sterling into US Dollars in accordance with IAS 21.

5

Changes in accounting policy

The accounting policies adopted are consistent with those of the previous year except as follows:

The Group has adopted the following new and amended IFRS and IFRIC interpretations during the year. Adoption of these revised standards and interpretations did not have any effect on the financial performance or position of the Group in the current or prior periods. In certain cases they did however give rise to additional disclosures. The principal effects of these changes are as follows:

IFRS 7 Financial Instruments: Disclosures

This standard requires disclosures that enable users of the financial statements to evaluate the significance of the Group’s financial instruments and the nature and extent of the risks arising from those financial instruments. The new disclosures are included throughout the financial statements. While there has been no effect on the financial position or results, comparative information has been revised where necessary.

IAS 1 Presentation of Financial Statements

This amendment requires the Group to make new disclosures to enable users of financial statements to evaluate the Group’s objectives, policies and processes for managing capital. These new disclosures are shown within the Directors report.

IFRIC 8 Scope of IFRS 2

This interpretation requires IFRS 2 to be applied to any arrangements in which the entity cannot identify specifically some or all of the goods received, in particular where equity instruments are issued for consideration which appear to be less than fair value. As equity instruments are only issued to employees in accordance with the employee share schemes, this interpretation has no impact on the financial position or performance of the Group.

IFRIC 9 Reassessment of Embedded Derivatives

IFRIC 9 states that the date to assess the existence of an embedded derivative is the date that an entity first becomes a party to a contract, with measurement only if there is a change to the contract that significantly modifies the cash flows. As the Group has no embedded derivatives, this interpretation has no impact on the financial position or performance of the Group.

IFRIC 10 Interim Financial Reporting and Impairment

The Group adopted IFRIC 10 as of 1 February 2007, which requires that an entity must not reverse an impairment loss recognised in a previous interim period in respect to goodwill or an investment in either an equity instrument or a financial asset carried at cost. As the Group had no impairment losses previously reversed, the interpretation had no impact on the financial position or performance of the Group.

6

Basis of consolidation

The financial statements consolidate the accounts of Superscape Group plc and all its subsidiaries for the year ended 31 January 2008. Intra-group transactions and profits are eliminated fully on consolidation.

The consolidated financial statements include the results of the Company and all its subsidiaries for the full year or from the date of acquisition if later. Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Deferred consideration payable in shares is initially recorded at fair value. Upon subsequent issuance of the shares, the nominal value is recorded in share capital with the excess recorded in share premium. Identifiable assets and liabilities acquired and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of the acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement.

Foreign currency translation

Transactions in foreign currencies are recorded at the rate of exchange prevailing on the date of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rate prevailing on the balance sheet date.

Assets and liabilities of foreign operations are translated at exchange rates prevailing on the balance sheet date. Income and expense of foreign operations are translated at the average rate of exchange for the period. Exchange differences arising are transferred to translation reserve. Cumulative translation differences are recognised within the income statement in the period in which operations are disposed of.

Revenue

Revenues are derived primarily by licensing software products in the form of mobile games. License arrangements with the end user can be on an outright purchase or subscription basis. An outright purchase gives an end user the right to use the licensed game on the registered handset for as long as they own the handset. A subscription license gives an end user the right to use the licensed game for a limited period of time, usually one month. The Group distributes its products through mobile telecommunications service providers (“carriers"), which then market the games to end users. License fees for outright purchase and subscription licenses are usually billed by the carrier upon download of the game by the end user. Subsequent billings for subscription licenses are generally billed monthly. Revenues are recognized when persuasive evidence of an arrangement exists, the game has been delivered, the fee is fixed or determinable, and the collection of the resulting receivable is probable.

The Group derives limited revenue under third party software development contracts. Revenue and associated costs under these arrangements are recognized as follows:

7

• On long-term contracts, those with a duration of more than 12 months or those contracts that span more than one accounting period, using a percentage basis as the work is completed and any relevant milestones are met, using latest estimates to determine the expected duration and cost of the project

• On short-term contracts, when the completed project has been delivered to and accepted by, the customer.

Interest income is recognized as the interest accrues to the net carrying amount of the financial asset.

Rental income arising from the sublease of property accounted for as an operating lease is recognized on a straight line basis over the term of the lease and is offset against the rental cost of such property.

Advanced royalties

Royalty advances paid to Intellectual Property owners are deferred as a prepayment in order to be matched with the revenue generated following the release of the game. The royalties are charged to the income statement when the actual liability arises, which is when the sales are generated after the release of the game.

Management assesses the carrying value of the prepaid advance royalties on a semi annual basis. The assessment is based on the likely recoverability of the advance on a title by title basis in the context of up to date revenue projections for each title. Advances paid on games that are subsequently aborted are written off to sales and marketing expense on the date that the game is aborted. Reserves are provided and charged to sales and marketing expense where the projected revenues are not considered sufficient to cover the advances.

Research and development

Expenditure on research is written off in the period in which it is incurred.

Development expenditure is capitalised where it relates to a specific project where technical feasibility has been established, adequate technical, financial and other resources exist to complete the project, the expenditure attributable to the project can be measured reliably and overall project profitability is reasonably certain. In this case, it is recognised as an intangible asset and amortised over its useful economic life, typically being a maximum period of eighteen months from the date the product is first sold or licenced. All other development expenditure is recognised as an expense in the period in which it is incurred.

Property, plant and equipment

Property, plant and equipment is stated in the balance sheet at cost less accumulated depreciation. Depreciation is provided on assets at rates calculated to write-off the cost less residual values, estimated at each balance sheet date, of each asset over its expected useful life as follows:

Fixtures and fittings	10% — 20% straight line
Computer equipment	33% — 50% straight line

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

8

Goodwill

On the acquisition of a subsidiary or business, the purchase consideration is allocated between the identifiable assets and liabilities on a fair value basis, with any excess purchase consideration representing goodwill, which is not amortised.

Goodwill is recognised as an intangible asset and reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Any impairment is recognised immediately in the income statement and may not be subsequently reversed.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. As at the acquisition date, any goodwill acquired is allocated to each of the cash generating units expected to benefit from the combination’s synergies. A cash-generating unit is the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets. This is usually at business segment level or statutory company level as the case may be. Impairment is determined by assessing the recoverable amount of the cash-generating unit, to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount an impairment loss is recognised. On disposal of a subsidiary or business, the attributable goodwill is included in the determination of the profit or loss on disposal.

Intangible assets

Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably. Intangible assets acquired as part of business combinations comprise: customer based assets (e.g. network operator lists, network operator relationships); software and systems (e.g. developed software games, application infrastructure, product delivery platforms, in-process research and development); contract-based assets (e.g publishing rights); and other intangible assets. Purchased intangible assets comprise patents.

Following initial recognition, the historic cost model is applied, with intangible assets being carried at cost less accumulated amortisation and accumulated impairment losses. Intangible assets with a finite life have no residual value and are amortised on a straight line basis over their expected useful lives with charges included in administrative expenses, as follows:

• purchased intangibles (e,g, patents and trademarks) — 5 years

• acquired through business combinations — 4-5 years;

The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. In addition, the carrying value of capitalised development expenditure is reviewed for impairment annually before being brought into use.

Research and development tax credits

Research and development tax credits are recognised in full in the income statement of the year in which the expense is incurred.

9

Impairment

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses on continuing operations are recognised in the income statement in those expense categories consistent with the function of the impaired asset.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in income statement unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

Provisions

A provision is recognised when the Group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, expected future cash flows are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.

Where the Group expects some or all of a provision to be reimbursed, for example under an insurance policy, the reimbursement is recognised as a separate asset but only when recovery is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. Where discounting is used, the increase in the provision due to unwinding the discount is recognised as a finance cost.

Employee benefits

The Group contributes to defined contribution schemes for the benefit of its directors and employees. Contributions to these schemes are charged in the period in which they become payable.

Share-based payments

The fair value of share-based remuneration is determined at date of grant and recognised as an expense in the income statement on a straight-line basis over the vesting period, taking account of the estimated number of shares that will vest. The fair value is determined by use of a Black-Scholes pricing model. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. All share-based remuneration is equity-settled.

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Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised over the remainder of the vesting period for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

Deferred taxation

Deferred tax is the tax arising on differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases used in the computation of taxable loss, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is not recognised on temporary differences arising in respect of goodwill that is not deductible for tax purposes.

No provision is made for deferred tax which would become payable on the distribution of retained profits by foreign subsidiaries, unless there is an intention to distribute such retained profits.

Deferred tax is calculated using tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Movements in deferred tax are charged or credited in the income statement, except when they relate to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Leases

Rentals payable under operating leases are charged to income on a straight line basis. The aggregate benefit of incentives are recognised as a reduction of rental expense over the lease term, on a straight-line basis unless another systematic basis is representative of the time pattern of the Group’s benefit from the use of the leased asset.

Trade and other receivables

Trade receivables are recognised at the lower of their original value and recoverable amount. Provision is made where there is objective evidence that the Group will not be able to recover balances in full. Where the probability of recovery is remote balances are written off.

Cash and cash equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and short term deposits with an original maturity of up to 3 months.

11

New standards and interpretations not applied

During the year, the IASB and the IFRIC have issued the following standards and interpretations with an effective date after these financial statements:

The directors do not anticipate that the adoption of these standards will have a material impact on the Group’s financial statements in the period of initial application.

IASB and IFRIC have issued the following standards and interpretations with an effective date after the date of these financial statements:

International Accounting Standards (IAS / IFRSs)		Effective Date
IFRS 2	Amendment to IFRS 2 — Vesting Conditions and Cancellations	1 January 2009
IFRS 3	Business Combinations (revised January 2008)	1 July 2009
IFRS 8	Operating Segments	1 January 2009
IAS 1	Presentation of Financial Statements (revised September 2007)	1 January 2009
IAS 23	Borrowing Costs (revised March 2007)	1 January 2009
IAS 27	Consolidated and Separate Financial Statements (revised January 2008)	1 July 2009
International Financial Reporting Interpretations Committee (IFRIC)
IFRIC 12	Service Concession Arrangements	1 January 2008
IFRIC 13	Customer Loyalty Programmes	1 July 2008
	IAS 19 — The limit on a Defined Benefit Asset,
IFRIC 14	Minimum Funding Requirements and their Interaction	1 January 2008

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3. REVENUE

Revenue disclosed in the income statement is analysed as follows.

	2008		2007
	$ 000		$ 000
Publishing royalties		14,457		13,113
Development services		3		659
Swerve technology and other licences		34		1,679
Total Revenue		14,494		15,451

No revenue was derived from exchanges of goods or services (2007: $nil)

4. SEGMENTAL REPORTING

The directors consider that the Group operates in only one business segment, being the provision of software and associated services. The operations are monitored by the three geographic regions of Europe, Americas and Asia. The segment information in respect of the regions is presented below.

For the year ending 31 January 2008

	Europe			Americas			Asia		Elimination			Total
	$000			$000			$000		$000			$000
External revenue		37			14,403			54					14,494
Intersegment revenue		6,664								(6,664	)		—
Segment result		2,475			1,331			43					3,849
Group research & development costs													(7,907	)
Exceptional items													(678	)
Central costs													(758	)
Operating result													(5,494	)
Assets and liabilities
Segment assets		1,271			8,468								9,739
Unallocated assets													10,972
Total assets													20,711
Segment liabilities		(1,543	)		(2,555	)							(4,098	)
Unallocated liabilities													(700	)
Total liabilities													(4,798	)
Other segment information
Capital expenditure		164			1,201								1,365
Depreciation and amortisation		390			2,185								2,575

13

For the year ending 31 January 2007

	Europe			Americas			Asia			Elimination			Total
	$000			$000			$000			$000			$000
External revenue		1,640			13,564			247						15,451
Intersegment revenue		4,996									(4,996	)		—
Segment result		1,612			983			165						2,760
Group research & development costs														(7,889	)
Exceptional items														(7,163	)
Central costs														(1,517	)
Operating result														(13,809	)
Assets and liabilities
Segment assets		2,145			10,096			82						12,323
Unallocated assets														13,981
Total assets														26,304
Segment liabilities		(3,048	)		(2,601	)		(29	)					(5,678	)
Unallocated liabilities														(118	)
Total liabilities														(5,796	)
Other segment information
Capital expenditure		251			1,912			—						2,163
Depreciation and amortisation		592			1,460			—						2,052
Provisions — non cash		1,607			—			—						1,607

5. OTHER REVENUE AND EXPENSES

Operating loss is stated after charging:

	2008			2007
	$000			$000
Research and development (2007: includes exceptional costs of $717,000)		7,907			8,606
Amortisation and impairment of goodwill, patents and other intangibles		2,423			1,268
Depreciation of tangible fixed assets		152			310
Auditors’ remuneration — audit fees		118			134
Operating lease rentals
- plant and machinery		12			35
- property (2007 includes exceptional costs of $1,374,300 related to onerous lease.)		848			2,177
Loss/(gain) on movements in foreign exchange		(44	)		56

In 2008, Ernst & Young also earned non-audit fees of $10,000 in connection with the preparation of the offer document for the Company’s shares by Glu Mobile Inc.

Other revenue

	2008		2007
	$ 000		$ 000
Rental Income
Rental Income		616		468

Rental income arises from the sublease of property vacated by the Group. Rental expense, which is included in the Group’s administrative expenses, is presented net of this sublease income

	2008		2007
	$ 000		$ 000
Finance revenue
Bank interest receivable		538		689

14

6. EXCEPTIONAL ITEMS

	2008		2007
	$000		$000
Tender offer expenses		678
Restructuring and reorganisation costs:
Vacant property costs				1,423
Redundancy costs				2,366
Restructuring and business reorganisation costs				3,374
Total exceptional items		678		7,163

In the year ended 31 January 2008, exceptional costs associated with the tender offer for the Company’s shares were included in the operating expenses line of the income statement.

In the year ended 31 January 2007 the restructuring and reorganisation costs arose as a result of further restructuring and downsizing of the UK operations. These items have been included in the operating expenses line of the income statement.

7 .STAFF COSTS AND DIRECTORS’ EMOLUMENTS

Staff Costs (including directors):

Employee costs (including directors) during the period amounted to:

	2008		2007
	$000		$000
Wages and salaries		7,759		7,187
Employee termination benefits		—		2,366
Share based payments		515		401
Social security		552		537
Pension contributions		323		318
		9,149		10,809

The average monthly number of persons employed by the Group during the period by function was as follows:

Operations and development	113	106
Sales and marketing	10	10
Management and administration	10	10
	133	126

The number of persons employed by the Group at the period end by function were as follows:

Operations and development	111	108
Sales and marketing	10	9
Management and administration	11	10
	132	127

	2008		2007
	$ 000		$ 000
Directors’ emoluments
Directors’ emoluments		1,137		1,124
Directors’ pension contributions		18		21
Number of directors accruing benefits under:
Defined contribution schemes		2		3

15

8. TAXATION

	2008			2007
	$000			$000
a) Tax charged in the income statement
Tax on profit on ordinary activities
Current tax
Overseas corporation tax		250			346
R&D tax credits in respect of current year
R&D tax credits in respect of prior years		(53	)		48
		197			394

b) Reconciliation of the total tax charge

The tax for the period is lower (2007: lower) than the standard rate of corporation tax in the UK (30%).

The differences are explained below:

Loss on ordinary activities before tax	(4,956	)	(13,120	)
Tax on ordinary activities at 30%	(1,487	)	(3,936	)
Effects of:	—		—
Adjustments in respect of foreign tax rates	(118	)	(468	)
Expenses not deductible for tax purposes	314		364
Overseas tax	250		345
Capital allowances and other temporary differences (no deferred tax provided)	378		98
R&D tax credits in respect of prior years	(53	)	48
Losses arising in the current year	920		3,930
Temporary differences in relation to share options (no deferred tax provided)	(7	)	13
Total taxation	197		394

c) Deferred tax

	Provided			Unprovided		Provided			Unprovided
	2008			2008		2007			2007
	$000			$000		$000			$000
Depreciation in excess of capital allowances		—			928		—			883
Rolled over capital gain		(13	)		—		(13	)		—
Tax losses carried forward		—			35,895		—			37,234
Short term temporary differences in relation to share options		—			14		—			22
Foreign tax credits		—			524		—			—
		(13	)		37,361		(13	)		38,139

Deferred tax liabilities have been recognised in respect of rolled over gains. Deferred tax assets of $12.126m (2007: $12.909m) in respect of trading losses in the US and deferred tax assets of $23.768m (2007: $24.325m) in respect of trading losses in the UK have not been recognised due to the uncertainty of the availability of future profits against which to utilise them. Net operating losses for US tax purposes expire over periods through 2028. UK net operating losses carry forward without limit of time. There is no potential deferred tax asset on the unremitted earnings of overseas subsidiaries.

From 1 April 2008, the UK corporation tax rate will reduce from 30% to 28%. This rate change will affect both the rate of future cash tax payments to be made by the group and also reduces the size of the deferred tax asset. Changes to the UK capital allowance regime have also been announced. The most significant of these changes for the group is the reduction in the rate of capital allowances for plant and machinery expenditure from 25% to 20% per annum on a reducing balance basis from 1 April 2008. The effects of all these changes will be fully reflected in the financial statements for the year ended 31 January 2009. However the effect of the tax rate change has already been reflected in these accounts in so far as it affects the calculation of the unrecognised deferred tax asset carried forward at 31 January 2008 as this would be the rate expected to apply when the assets are utilised.

16

9. LOSS PER SHARE

From continuing operations	2008			2007
The calculation of the basic and diluted loss per share is based on the following data:	$	000		$	000
Earnings for the purposes of basic loss per share being net loss attributable to equity holders of the parent		(5,153	)		(13,514	)

	2008			2007
Number of Shares		(000’s	)		(000’s	)
Weighted average number of ordinary shares for the purposes of basic and diluted loss per share		183,093			166,433

	2008			2007
Per share amount		(2.8	)¢		(8.1	)¢

Due to losses incurred from the operations, options outstanding throughout the year did not have any dilutive impact on the earnings per share calculation.

10. PROPERTY, PLANT AND EQUIPMENT

	Fixtures			Computer
	and fittings			equipment			Total
	$000			$000			$000
Cost:
At 31 January 2006		2,184			1,331			3,515
Additions		88			133			221
Disposals		(2	)		(12	)		(14	)
Foreign exchange movement		(73	)		(90	)		(163	)
At 31 January 2007		2,197			1,362			3,559
Additions		9			35			44
Disposals		(16	)		—			(16	)
Foreign exchange movement		28			14			42
At 31 January 2008		2,218			1,411			3,629
Depreciation:
At 31 January 2006		1,926			1,151			3,077
Provided during the period		169			141			310
Disposals		(2	)		(11	)		(13	)
Foreign exchange movement		(48	)		(70	)		(118	)
At 31 January 2007		2,045			1,211			3,256
Provided during the period		56			96			152
Disposals		(15	)		—			(15	)
Foreign exchange movement		28			13			41
At 31 January 2008		2,114			1,320			3,434
Net Book Value at 31 January 2008		104			91			195
Net Book Value at 31 January 2007		152			151			303
Net Book Value at 31 January 2006		258			180			438

17

11. INTANGIBLE FIXED ASSETS

				Other
	Goodwill			Intangibles			Patents		Total
	$000			$000			$000		$000
Cost:
At 31 January 2006		2,672			3,220			1,317		7,209
Additions — purchased		—			1,717			223		1,940
Adjustment for change in deferred consideration		(42	)		—			—		(42	)
Foreign exchange movement		(241	)		(384	)		—		(625	)
At 31 January 2007		2,389			4,553			1,540		8,482
Additions — purchased		—			1,177			145		1,322
Foreign exchange movement		—			—			25		25
At 31 January 2008		2,389			5,730			1,710		9,829
Amortisation:
At 31 January 2006		—			536			485		1,021
Provided during the year		—			1,003			266		1,269
Impairment Loss		—			332			141		473
Foreign exchange movement		—			(50	)		22		(28	)
At 31 January 2007		—			1,821			914		2,735
Provided during the year		—			1,796			315		2,111
Impairment Loss		—			291			21		312
Foreign exchange movement		—			—			13		13
At 31 January 2008		—			3,908			1,263		5,171
Net Book Value at 31 January 2008		2,389			1,822			447		4,658
Net Book Value at 31 January 2007		2,389			2,732			626		5,747
Net Book Value at 31 January 2006		2,672			2,684			832		6,187

Patents are being amortised on a straight line basis over their expected economic life of 5 years.

An impairment loss of $291,000 (2007: $332,000) has been recorded to recognize the decreased value of the intangible asset recorded during 2007 in connection with the renegotiation of the Group’s licensing agreement with GWE. The decreased value is attributable to reduced sales of titles licensed from GWE. In addition, impairment losses of $21,000 (2007: $141,000) have been recorded for the write-down of capitalized patent costs where the Group has determined that the carrying value of such patents exceeds their net realizable value.

18

12. IMPAIRMENT TESTING OF GOODWILL

The Group has goodwill that has been acquired through business combinations but does not have any intangible assets that have indefinite lives. The goodwill has been allocated for impairment testing purposes to individual companies on the basis that these are the lowest level cash generating units at which the Group is able to monitor the resulting goodwill.

The recoverable amount for the cash generating units has been determined using cash flow projections (value in use method) based on financial budgets approved by the board for the year ending 31 January 2009. The cash flows beyond 31 January 2009 have been extrapolated based on internal sales forecasts of revenues, for a period of 3 to 5 years.

The discount rate applied to cash flow projections is 19%.

Carrying amount of goodwill allocated to cash generating units

	2008		2007
	$000		$000
Superscape Inc (3DWG)		840		840
Penultimate Inc		1,549		1,549
		2,389		2,389

Key assumptions in value in use calculations

The calculation of value in use are most sensitive to the following:

Gross margins — these have been based on the projected gross margin from the 2008/09 budget which took into account gross margins in the immediately preceding period as adjusted for any operational changes.

Discount rates — these reflect management’s estimates of the cost of capital adjusted for the inherent risk associated with the forecasted royalty revenue stream.

Revenue projections — these have been based on the projected revenues by title from the 2008/09 budget which took into account revenue performance in the immediately preceding period as adjusted for operational and market changes. They also reflect management’s estimates of the shelf life of individual game titles based on a historic review of existing internal titles and the performance of similar titles across the market as a whole.

There has been no impairment of goodwill in 2008 (2007: nil)

Sensitivity to change in assumptions

Management believe that no reasonably possible change in any of the above key assumptions would cause the carrying value of the units to exceed the recoverable amount.

19

13. INVESTMENTS IN SUBSIDIARIES

Subsidiary undertakings

The Company owns 100% of the ordinary share capital of the following companies, which are registered in the countries indicated, and are held directly unless indicated.

			Proportion
			of nominal
			value of
	Country of		issued
Name of undertaking	Registration	Principle activity	shares held
Superscape Limited	UK	Development and publishing of 2D and 3D mobile games		100	%
Superscape Inc.	USA	Development and publishing of 2D and 3D mobile games		100	%
Penultimate Inc.*	USA	Development and publishing of 2D and 3D mobile games		100	%
3DWG Inc.*	USA	Development and publishing of 2D and 3D mobile games		100	%
Superscape (Russia) Limited	UK	Development and publishing of 2D and 3D mobile games		100	%
Superscape Technology Limited*	UK	Dormant		100	%

* held by subsidiary undertaking.

14. TRADE AND OTHER RECEIVABLES

	2008		2007
	$000		$000
Trade receivables		2,324		2,568
R&D tax credits receivable		—		182
Other debtors		17		39
Other tax debtors		45		47
Prepayments		449		343
Advanced Royalties		819		1,789
Accrued Revenue		1,302		1,335
		4,956		6,303

An amount of $169,000 (2007: $253,000) included within advance royalties is realisable within the entities’ normal operating cycle in more than one year.

Trade receivables are non interest bearing and in general, on 60-90 days’ terms and are shown net of a provision for impairment. As at 31 January 2008 trade receivables with nominal value of $65,000 (2007: $91,000) were impaired and fully provided for. Movements in the provision for impairment of receivables were as follows:

	2008			2007
	$000			$000
At 1 February		91			—
Charge for the year		13			91
Amounts written off		(13	)		—
Unused amounts reversed		(26	)		—
At 31 January		65			91

20

As at 31 January, the analysis of trade receivables that were past due but not impaired is as follows:

Total			Past due but not impaired
			<30 days		31-60 days		60-90 days		>90 days		>120 days
	$000		$000		$000		$000		$000		$000
2008		2,324		1,058		963		125		101		77
2007		2,568		1,359		933		117		81		78

Trade receivables that are neither past due nor impaired are included with accrued revenue. The credit quality of these amounts is assessed based on historical information relating to counterparty default rates.

15. CASH AND CASH EQUIVALENTS

	2008		2007
	$000		$000
Cash at bank and in hand		2,942		3,306
Short term deposits		7,960		10,644
Total cash and cash equivalents		10,902		13,950

Short term deposits are included within cash and cash equivalents in the balance sheet. They relate to cash on up to 3 months fixed deposit, with floating interest rates.

16. TRADE AND OTHER PAYABLES

	2008		2007
	$000		$000
Trade payables		981		830
Other taxes and social security		20		233
Deferred tax		14		14
Accruals		2,731		3,112
		3,746		4,189

21

17. PROVISIONS

	Onerous			Employee			Office
	lease			severance			closure			Total
	$000			$000			$000			$000
At 31 January 2006											—
Additions		1,253			150			204			1,607
At 31 January 2007		1,253			150			204			1,607
Utilized		(201	)		(150	)		(204	)		(555	)
At 31 January 2008		1,052			—			—			1,052

	2008		2007
Provisions at the end of the period analyzed as:	$000		$000
Current		554		622
Non-current		498		985
		1,052		1,607

Amounts at 31 January 2008 comprise onerous lease obligations relating to the Group’s restructuring of its UK operations.

Amounts at 31 January 2007 predominantly comprise onerous lease obligations and employee severance related to the Group’s restructuring of its UK operations

Of the amounts included within non-current liabilities remaining at 31 January 2008, all are expected to be utilized by 31 January 2010.

18. OBLIGATIONS UNDER OPERATING LEASES

At each year end the Group had future minimum lease payments under non cancellable operating leases as follows:

	2008		2007
	$000		$000
Not later than one year		1,381		1,427
After one year but not more than five years		1,301		2,055
		2,682		3,482

At each year end the Group had future minimum rental receivable under non cancellable operating leases as follows:

	2008		2007
	$000		$000
Not later than one year		475		622
After one year but not more than five years		317		763
		792		1,385

22

19. FINANCIAL INSTRUMENTS

The disclosures required by IFRS 7 in relation to the nature of financial instruments used during the period to mitigate liquidity and foreign currency risk are disclosed below:

The Group’s financial instruments comprise cash and liquid resources as well as items such as trade debtors and trade creditors that arise directly from the Group’s operations. The main purpose of these financial instruments is to provide finance for the Group’s operations. It is, and has been throughout the period under review, the Group’s policy that no trading in financial instruments should be undertaken.

The main risks arising from the Group’s financial instruments are interest rate risk and foreign currency risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained unchanged throughout the period.

Interest Rate risk

As stated above, the Group’s only financial instruments comprise cash and liquid resources as well as items such as trade debtors and trade creditors that arise directly from the Group’s operations and its policy is to limit its exposure to interest rates by placing deposits on the money markets with a range of maturities of up to 12 months.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group’s profit before taxes (through the impact on floating rate deposits). There is no impact on the Group’s equity

			Effect on profit before
			tax
	Increase/decrease in basis points		$000
2008
Sterling		+50		51
US Dollar		50		12
Sterling		-50		(51	)
US Dollar		-50		(12	)
2007
Sterling		+50		81
US Dollar		+50		—
Sterling		-50		(81	)
US Dollar		-50		—

23

Foreign currency risk

Historically, the Group has not used derivative instruments to hedge against possible risks arising from fluctuations in foreign currency exchange rates as the exposure has been limited.

The Group has subsidiaries operating in the United Kingdom and Moscow which have assets and liabilities denominated in foreign currencies. With effect from 1 February 2007, the Group’s reporting currency was changed to the US Dollar. Upon conversion of the assets and liabilities of the companies operating in the UK and Russia into US Dollars an exposure results from exchange rate movements on the Group’s US Dollar balance sheet.

The following table demonstrates the sensitivity to a reasonably possible change in US Dollar against the Pound exchange rates, with all other variables held constant, of the Group’s profit before taxes (due to changes in the fair value of monetary assets and liabilities). There is no impact on the Group’s equity

				Effect on profit before
				tax
	Increase/decrease in the Pound rate			$000
2008
Pound		+6	%		(139	)
		-6	%		139
2007
Pound		+6	%		398
		-6	%		(398	)

24

Interest rate risk profile of financial instruments

The interest rate profile of the financial assets of the Group was as follows:

			Financial
	Floating		assets
	interest		on which
	rate		no
	financial		interest
	assets		is earned		Total
	$000		$000		$000
31 January 2008
Sterling		8,715				8,715
US Dollar		2,162				2,162
Other currencies				25		25
		10,877		25		10,902
31 January 2007
Sterling		10,644		354		10,998
US Dollar		—		2,748		2,748
Other currencies		—		204		204
		10,644		3,306		13,950

Floating interest rate financial assets comprise cash and short-term deposits on money market deposit at call which earn interest at floating rates by reference to Sterling LIBOR and the US Federal Funds rate

Fair values of financial assets and financial liabilities

The carrying value of all financial assets and liabilities approximates fair value due to the short term maturity of the instruments held.

The Group’s other foreign currency denomination assets and liabilities are not significant.

Credit risk

There are no significant concentrations of credit risk within the Group. The maximum credit risk exposure relating to financial assets is represented by carrying value as at the balance sheet date.

25

Liquidity risk

The following table summarises the maturity profile of the Group’s financial liabilities at 31 January 2008 and 2007 based on contractual undiscounted payments.

	On		less than		3 to 12		1 - 5
	demand		3 months		months		years		Total
	$000		$000		$000		$000		$000
Year ended 31 January 2008
Trade and other payables		1,736		873		1,104		33		3,746
Year ended 31 January 2007
Trade and other payables		2,047		382		1,727		33		4,189

20. SHARE CAPITAL

			2008		2007
			£000		£000
Authorised 300,000,000 Ordinary 10p shares (2007: 300,000,000)			£	30,000	£	30,000
Allotted, called up and fully paid
	2008	2007		2007		2007
	000	000		$000		$000
At 1 February	182,999	179,983		35,820		35,230
Issued on exercise of share options	100	1,030		20		201
Issued on acquisition of subsidiary	—	1,986		—		389
At 31 January	183,099	182,999		35,840		35,820

100,000 (2007: 1,030,000) new Ordinary 10p shares were issued for a cash consideration of $20,000 (2007: $201,000) as a result of the exercise of share options.

26

21. RECONCILIATION OF MOVEMENTS IN EQUITY

	Share		Share		Other			Translation			Retained
	Capital		Premium		Reserves			Reserve			Losses
	$000		$000		$000			$000			$000			Total
At 1 February 2006		35,230		131,848		847			(12,706	)		(120,714	)		34,505
Exchange differences on retranslation of net assets of subsidiary undertakings		—		—		—			(1,044	)					(1,044	)
Deferred consideration of acquisition		—		—		(540	)		—			—			(540	)
Shares issued on acquisition of subsidiary		389		110		—			—			—			499
Exercise of options		201		—		—			—			—			201
Share based payments		—		—		—			—			401			401
Loss for the period		—		—		—			—			(13,514	)		(13,514	)
At 31 January 2007		35,820		131,958		307			(13,750	)		(133,827	)		20,508

	Share		Share		Other		Translation			Retained
	Capital		Premium		Reserves		Reserve			Losses
	$000		$000		$000		$000			$000			Total
At 1 February 2007		35,820		131,958		307		(13,750	)		(133,827	)		20,508
Exchange differences on retranslation of net assets of subsidiary undertakings		—		—		—		23			—			23
Exercise of options		20		—		—		—			—			20
Share based payments		—		—		—		—			515			515
Retained loss for the period		—		—		—		—			(5,153	)		(5,153	)
At 31 January 2008		35,840		131,958		307		(13,727	)		(138,465	)		15,913

Translation reserve

The translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

Other reserves

The balance in other reserves represents the premium on the shares issued on acquisition of 3DWG.

27

22. SHARE BASED PAYMENTS

Superscape has three schemes for which there are grants outstanding but not exercised. Since October 2003 two of the schemes are closed and options have only been granted under the remaining 1999 Performance Related Stock Incentive Plan. A description of the plan is included in the Directors’ Remuneration Report. The fair value of all options granted since 7th November 2002 and not vested as at 1st February 2006 is recognised as an expense with a corresponding increase in equity. The expense for the year ended 31 January 2008 was $515,000 (2007 $401,000). The fair value has been measured using the Black-Scholes model.

The material inputs into the model have been:

	Granted in			Granted in
	2008			2007
Share Options
Weighted average fair value		2.63p			8.27	p
Weighted average share price at grant		10.01p			13.44	p
Weighted average remaining contractual	7.6 Years			7.5 Years
Option life	10 Years			10 Years
Risk free interest rate		5.25	%	4.73% to 5.25		%
Expected volatility		72	%	73% to 80		%
Expected dividends		—			—
Expected life	3 years			3 years

The range of exercise prices for options outstanding at the year end was 10.0p to 244.0p (2007: 10.0p to 244.0p).

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movement in, share options during the year.

	2008				2007
	No.		2008		No.		2007
	’000		WAEP		’000		WAEP
Outstanding as at 1 February		17,892		28.09p		16,158		36.39p
Granted during year		5,150		10.01p		7,315		13.44p
Lapsed during year		6,623		33.45p		4,551		21.35p
Exercised during year		100		10.00p		1,030		11.28p
Outstanding at 31 January		16,319		24.27p		17,892		28.09p
Exercisable at 31 January		6,651		42.28p		10,088		38.15p

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumptions that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

23. CONTINGENT LIABILITIES

The directors are not aware of any contingent liability concerning the business of the Group.

28

24. RELATED PARTY TRANSACTIONS

The directors’ beneficial interests in the ordinary shares of the company are described in the directors’ remuneration report.

Compensation of key management personnel of the Group.

	2008		2007
	$000		$000
Short term employee benefits		978		884
Employee termination benefits		—		591
Share based payments		127		61
Total compensation paid to key management personnel		1,105		1,536

25. POST BALANCE SHEET EVENT

On 7 March 2008, Glu Mobile Inc declared its tender offer for all the shares of the Company unconditional in all respects.

29

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)

Introductory Note

     On January 23, 2008, Glu Mobile Inc., a Delaware corporation (“Glu” or the “Company”) announced that it would be commencing a recommended cash offer (the “Offer”) to be made for all of the outstanding shares of Superscape Group plc (“Superscape”). On March 7, 2008, Glu’s directors announced that all of the conditions of the Offer had been satisfied or waived, and the Offer was declared unconditional in all respects. As of March 7, 2008, Glu Mobile Inc. purchased or had valid acceptances to approximately 83.3% of the issued share capital of Superscape. On March 20, 2008, Glu had purchased or received valid acceptances representing approximately 93.57% of the issued share capital of Superscape. Accordingly, Glu’s directors decided that the Offer would close on March 21, 2008. Upon completion of the tender offer, Glu made an aggregate cash payment to Superscape shareholders of approximately £18.3 million, or approximately $36.5 million based on the exchange rate at the close date of March 7, 2008. Glu has applied the provisions of sections 979 to 991 (inclusive) of the Companies Act 2006 of the United Kingdom to acquire all remaining Superscape shares on the same terms as the tender offer.

     As of May 13, 2008, the Company had purchased all of the issued and outstanding shares of Superscape for a total purchase price of $38,622 which consisted of cash consideration paid to Superscape shareholders of $36,843 and transaction costs of $1,779.

     The Company acquired Superscape in order to expand its access and rights to leading franchises for the US markets, and to augment its internal production and publishing resources. These factors contributed to a purchase price in excess of the fair value of net tangible and intangible assets acquired, and, as a result, the Company recorded goodwill in connection with this transaction.

     On December 19, 2007, the Company acquired the net assets of Awaken Limited group affiliates. Awaken Limited’s principal operations are through Beijing Zhangzhong MIG Information Technology (“MIG”), a domestic limited liability company organized under the laws of the PRC. In these proforma combined condensed financial information, we will refer to the acquired companies as “MIG”. The Company acquired MIG in order to accelerate the company’s presence in China, to deepen Glu’s relationship with China Mobile, the largest wireless carrier in China, to acquire access and rights to leading franchises for the Chinese market, and to augment its internal production and publishing resources in China. These factors contributed to a purchase price in excess of the fair value of net tangible and intangible assets acquired, and, as a result, the Company recorded goodwill in connection with this transaction.

     The Company purchased all of the issued and outstanding shares of MIG for a total purchase price of $15,228 which consisted of cash consideration paid to MIG shareholders of $14,655 and transaction costs of $573. In addition, subject to MIG’s achievement of revenue and operating income milestones for the year ended December 31, 2008, the Company committed to pay additional consideration of $20,000 to the MIG shareholders and bonus payment of $5,000 to two officers of MIG, who are also shareholders. If earned, one half of the bonus (or $2,500) will be paid on the earn-out payment date and one half will be paid on December 31, 2009, if the officers continue their employment with the Company. As of the acquisition date, these two officers owned 27% of the outstanding shares of MIG. Per their employment agreements, these two shareholders will be entitled to one half of their proportionate share of the earned additional consideration (or $2,700) on the earn-out payment date and one half of their proportionate share of the earned additional consideration on December 31, 2009, if they continue their employment with the Company. In accordance with Statement of Financial Accounting Standards No. 141, “Business Combinations”, we have not recorded the additional consideration or bonus in the initial purchase price as these amounts are contingent on MIG’s future earnings. In accordance with Emerging Issues Task Force Issue No. 98-5, “Accounting for Contingent Consideration Paid to the Shareholders of an Acquired

Enterprise in a Purchase Business Combination”, we will record the estimated contingent consideration and bonus earned by the two officers (totaling $10,400) as compensation over the two year vesting period ending December 31, 2009.

     The following unaudited pro forma combined condensed statements of operations gives effect to the acquisition by the Company of MIG and the acquisition by the Company of all of the outstanding shares of Superscape as if the acquisitions had been completed as of January 1, 2007. The unaudited proforma combined condensed balance sheet gives effect to the acquisition by the Company as if the acquisition had occurred on December 31, 2007. The combining companies have different year-ends. The Company’s and MIG’s fiscal year end is December 31, whereas Superscape’s fiscal year end is January 31. The unaudited pro forma combined condensed statement of operations for the twelve months ended December 31, 2007 combine the consolidated results of operations of the Company for the fiscal year ended December 31, 2007, the results of operations of MIG for the fiscal period January 1, 2007 through December 19, 2007 (the date of acquisition) and the results of operations of Superscape for the fiscal year ended January 31, 2008. For purposes of the unaudited combined pro forma combined condensed balance sheet, we have combined the Company’s balance sheet as of December 31, 2007 and Superscape’s balance sheet as of January 31, 2008. MIG’s balance sheet at December 31, 2007 and results of operations subsequent to the acquisition date are included in Glu’s balance sheet at December 31, 2007 and results of operations for the period ending December 31, 2007, respectively.

     The unaudited pro forma combined condensed financial information has been prepared from, and should be read in conjunction with, the respective historical consolidated financial statements of the Company, MIG and Superscape. The Company’s historical consolidated financial statements for the year ended December 31, 2007 are included in its Form 10-K filed on March 31, 2008. MIG’s historical financial statements are included in the Company’s Form 8-K/A filed March 6, 2008. Superscape’s historical financial statements are included in this Form 8-K/A.

     The historical income statement and balance sheet of Superscape have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). For purposes of presenting the unaudited pro forma combined condensed financial information, the income statement of Superscape has been adjusted to conform with US GAAP as described in Note 3. In addition, certain adjustments have been made to the historical financial statements of Superscape to reflect reclassifications to conform with the Company’s presentation under US GAAP.

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)

     The pro forma acquisition adjustments described in Note 2 were based on available information and certain assumptions made by the Company’s management and may be revised as additional information becomes available. The unaudited pro forma combined condensed financial information was presented for illustrative purposes only and is not necessarily intended to represent what the Company’s financial position is or results of operations would have been if the acquisition had occurred on that date or to project the Company’s results of operations for any future period. Since the Company, MIG and Superscape were not under common control or management for any period presented, the unaudited pro forma combined condensed financial results may not be comparable to, or indicative of, future performance.

     The unaudited pro forma combined condensed statement of operations included herein has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to these rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
(in thousands)

	Glu Mobile Inc.			Superscape
	as of			US GAAP			Pro Forma
	December 31, 2007			January 31, 2008			Adjustments			Combined
ASSETS
Current assets:
Cash and cash equivalents	$	57,816		$	10,902		$	(38,622	)(1)	$	30,096
Short-term investments		1,994			—			—			1,994
Accounts receivable, net		18,369			3,688			—			22,057
Prepaid royalties		10,643			909			—			11,552
Prepaid expenses and other		2,589			449			—			3,038
Total current assets		91,411			15,948			(38,622	)		68,737
Property and equipment, net		3,817			195			—			4,012
Prepaid royalties		2,825			—			—			2,825
Other long-term assets		1,593			—			—			1,593
Intangible assets, net		14,597			2,269			14,651	(2)		31,517
Goodwill		47,262			2,389			9,031	(2)		58,682
Total assets		161,505			20,801			(14,940	)		167,366
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable		6,427			981			—			7,408
Accrued liabilities		15,298			2,932			—			18,230
Accrued restructuring		—			554			2,006	(3)		2,560
Deferred revenues		640			—			—			640
Total current liabilities		22,365			4,467			2,006			28,838
Accrued restructuring and other long-term liabilities		9,679			498			—			10,177
Total liabilities		32,044			4,965			2,006			39,015
Commitments and contingencies
Stockholders equity:
Common stock		3			35,840			(35,840	)(4)		3
Additional paid-in capital		179,924			132,265			(132,265	)(4)		179,924
Deferred stock-based compensation		(113	)		—			—			(113	)
Accumulated other comprehensive income/(loss)		2,080			(13,727	)		13,727	(4)		2,080
Accumulated deficit		(52,433	)		(138,542	)		137,432	(2),(4)		(53,543	)
Total stockholders equity		129,461			15,836			(16,946	)		128,351
Total liabilities and stockholders equity	$	161,505		$	20,801		$	(14,940	)	$	167,366

The accompanying notes are an integral part of these unaudited pro forma
combined condensed financial statements.

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

													Superscape
	Glu Mobile Inc.			MIG			MIG						Year Ended			Superscape
	Year ended			Period ended			Pro Forma			Glu Mobile Inc.			January 31, 2008			Pro Forma
	December 31, 2007			December 19, 2007			Adjustments			Revised			US GAAP			Adjustments			Combined
Revenues	$	66,867		$	2,676		$	—		$	69,543		$	14,494		$	—		$	84,037
Cost of revenues:
Royalties		18,381			111			—			18,492			3,435			—			21,927
Amortization of intangible assets		2,201			—			2,387	(6)		4,588			2,423			7,237	(5)		14,248
Total cost of revenues		20,582			111			2,387			23,080			5,858			7,237			36,175
Gross profit		46,285			2,565			(2,387	)		46,463			8,636			(7,237	)		47,862
Operating expenses:
Research and development		22,425			403			—			22,828			7,907			—			30,735
Sales and marketing		13,224			136			—			13,360			1,975			—			15,335
General and administrative		16,898			545			—			17,443			4,248			—			21,691
Amortization of intangible assets		275			—			—			275			—			—			275
Acquired in-process research and development		59			—			(59	)(8)		—			—			—			—
Gain on sale of fixed assets		(1,040	)		—			—			(1,040	)		—			—			(1,040	)
Total operating expenses		51,841			1,084			(59	)		52,866			14,130			—			66,996
Income (loss) from operations		(5,556	)		1,481			(2,328	)		(6,403	)		(5,494	)		(7,237	)		(19,134	)
Interest and other income/(expense), net
Interest income		2,953			7			(825	)(7)		2,135			538			(1,667	)(7)		1,006
Interest expense		(880	)		(2	)		(210	)(7)		(1,092	)		—			(690	)(7)		(1,782	)
Other income/(expense), net		(108	)		(15	)		—			(123	)		—			—			(123	)
Interest and other income/(expense), net		1,965			(10	)		(1,035	)		920			538			(2,357	)		(899	)
Loss before income taxes		(3,591	)		1,471			(3,363	)		(5,483	)		(4,956	)		(9,594	)		(20,033	)
Income tax benefit/(provision)		265			(1,631	)		—			(1,366	)		(197	)		—			(1,563	)
Net loss		(3,326	)		(160	)		(3,363	)		(6,849	)		(5,153	)		(9,594	)		(21,596	)
Accretion to preferred stock		(17	)		(842	)		—			(859	)		—			—			(859	)
Deemed dividend		(3,130	)		—			—			(3,130	)		—			—			(3,130	)
Net loss attributable to common stockholders	$	(6,473	)	$	(1,002	)	$	(3,363	)	$	(10,838	)	$	(5,153	)	$	(9,594	)	$	(25,585	)
Net loss	$	(0.14	)																$	(0.93	)
Accretion to preferred stock	$	(0.00	)																$	(0.04	)
Deemed dividend	$	(0.14	)																$	(0.13	)
Net loss per share attributable to common stockholders – basic and diluted	$	(0.28	)																$	(1.10	)
Weighted average common shares outstanding – basic and diluted		23,281																		23,281

The accompanying notes are an integral part of these unaudited pro forma
combined condensed financial statements.

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)

NOTE 1 – PURCHASE PRICE — Superscape

     The Company’s consolidated financial statements include the results of operations of Superscape from the date of acquisition. Under the purchase method of accounting, the Company allocated the total purchase price of $38,622, which consisted of cash consideration paid to Superscape shareholders of $36,843 and transaction costs of $1,779, to the net tangible and intangible assets acquired and liabilities assumed based upon their respective estimated fair values as of the acquisition date. The following summarizes the preliminary purchase price allocation of the Superscape acquisition as if the acquisition had occurred on December 31, 2007:

Assets acquired:
Cash	$	10,902
Accounts receivable		3,688
Prepaid and other current assets		1,358
Property and equipment		195
Intangible assets
Content and technology		7,190
Patents and core technology		2,000
Carrier contracts and relationships		7,400
Trade names		330
In process research and development		1,110
Goodwill		11,420
Total assets acquired		45,593
Liabilities assumed:
Accounts payable		(981)
Accrued liabilities		(2,932)
Accrued restructuring		(2,560)
Total current liabilities		(6,473)
Accrued restructuring, long-term		(498)
Total liabilities		(6,971)
Net acquired assets	$	38,622

     The valuation of the identifiable intangible assets acquired was based on management’s estimates, currently available information and reasonable and supportable assumptions. The allocation was generally based on the fair value of these assets determined using the income and market approaches. Of the total purchase price, $18,030 was allocated to amortizable intangible assets. The amortizable intangible assets are being amortized over the respective estimated useful life of one to six years. The fair value and estimated useful lives of the major amortizable intangible assets purchased from Superscape were as follows:

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)

				Amortization for
				Year ended
Asset Class	Fair Value		Useful Lives	December 31, 2007
Existing content and technology	$	7,190	1 yr.	$	7,190
Patents and core technology		2,000	2 yrs.		1,000
Carrier contracts and relationships		7,400	3-6 yrs.		1,305
Tradenames		330	2 yrs.		165
Total identifiable intangible assets	$	16,920		$	9,660

     The total expected future amortization related to intangible assets acquired from Superscape is as follows:

	Amortization
	Included in
	Cost of
Periods Ending December 31,	Revenues
2008	$	7,868
2009		3,804
2010		1,521
2011		1,188
2012		1,162
2013		1,162
2014		215
	$	16,920

     In conjunction with the acquisition of Superscape, the Company recorded a $1,110 expense for acquired in-process research and development (“IPR&D”) during the first quarter of 2008 because feasibility of the acquired technology had not been established and no future alternative uses existed. The IPR&D expense was included in operating expenses in our consolidated statements of operation in the year ended December 31, 2008. The in-process research and development charge has not been included in the accompanying unaudited proforma condensed combined statements of operations as it represents a non-recurring charge directly related to the acquisition. The IPR&D expense has been included in the accumulated deficit of the unaudited pro forma combined condensed balance sheet as of December 31, 2007.

     The IPR&D is related to the development of several new mobile game titles. The Company determined the value of acquired IPR&D using the discounted cash flow approach. The Company calculated the present value of the expected future cash flows attributable to the in-process technology using a 22% discount rate. This rate takes into account the percentage of completion of the development effort of approximately 36% and the risks associated with the Company’s developing this technology given changes in trends and technology in the industry. As of May 21, 2008, these acquired IPR&D projects have been completed at costs similar to the original projections.

     The residual value of $11,420 has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, goodwill will not be amortized but will be tested for impairment at least annually.

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)

     The pro forma adjustments do not reflect any integration adjustments to be incurred in connection with the merger or operating efficiencies and costs savings that may be achieved with respect to the combined entities as these costs are not directly attributable to the purchase agreement.

PURCHASE PRICE — MIG

     The Company’s consolidated financial statements include the results of operations of MIG from the date of acquisition. Under the purchase method of accounting, the Company allocated the total purchase price of $15,228, which consisted of cash consideration paid to MIG shareholders of $14,655 and transaction costs of $573, to the net tangible and intangible assets acquired and liabilities assumed based upon their respective estimated fair values as of the acquisition date. The following summarizes the preliminary purchase price allocation of the MIG acquisition:

Assets acquired:
Cash	$	1,262
Accounts receivable		263
Prepaid and other current assets		29
Amounts due from related parties		111
Property and equipment		48
Other long term assets		17
Intangible assets
Content and technology		490
Existing titles		2,200
Carrier contracts and relationships		8,510
Service providers license		400
Trade names		110
In process research and development		59
Goodwill		7,949
Total assets acquired		21,448
Liabilities assumed:
Accounts payable		(26	)
Accrued liabilities		(429	)
Deferred revenue		(24	)
Total current liabilities		(479	)
Long-term deferred tax liabilities		(2,655	)
Other long-term liabilities		(3,086	)
Total liabilities		(6,220	)
Net acquired assets	$	15,228

     The above table includes reductions to acquired goodwill to reflect adjustments to certain assumed liabilities upon completion of the purchase price allocation.

     The valuation of the identifiable intangible assets acquired was based on management’s estimates, currently available information and reasonable and supportable assumptions. The allocation was generally based on the fair value of these assets determined using the income and market approaches. Of the total purchase price, $11,710 was allocated to amortizable intangible assets. The amortizable intangible assets are being amortized over the respective estimated useful life of two to nine years. The

fair value and estimated useful lives of the major amortizable intangible assets purchased from MIG were as follows:

				Amortization for
					Period from
					January 1,
					2007 to
	Fair		Useful		December 19,
Asset Class	Value		Lives	2007
Existing content and technology	$	490	2 yrs.	$	234
Existing titles and licenses		2,200	3 yrs.		701
Carrier contracts and relationships		8,510	6 yrs.		1,356
Service provider license		400	9 yrs.		53
Tradenames		110	2 yrs.		43
Total identifiable intangible assets	$	11,710		$	2,387

     The total expected future amortization related to intangible assets acquired from MIG is as follows:

	Amortization
	Included in
	Cost of
Periods Ending December 31,	Revenues
2007		110
2008		2,496
2009		2,483
2010		2,164
2011		1,463
2012		1,463
2013 and thereafter		1,531
	$	11,710

     In conjunction with the acquisition of MIG, the Company recorded a $59 expense for acquired in-process research and development (“IPR&D”) because feasibility of the acquired technology had not been established and no future alternative uses existed. The IPR&D expense is included in operating expenses in our consolidated statements of operation in the year ended December 31, 2007. The in-process research and development charge has not been included in the accompanying unaudited proforma condensed combined statements of operations as it represents a non-recurring charge directly related to the acquisition.

     The IPR&D is related to the development a new mobile game title. The Company determined the value of acquired IPR&D using the discounted cash flow approach. The Company calculated the present value of the expected future cash flows attributable to the in-process technology using a 21% discount rate. This rate takes into account the percentage of completion of the development effort of approximately 60% and the risks associated with the Company’s developing this technology given changes in trends and technology in the industry. As of February 28, 2008, this acquired IPR&D project had been completed at costs similar to the original projections.

     The residual value of $7,949 has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. In accordance with SFAS No. 142, goodwill will not be amortized but will be tested for impairment at least annually.

     The pro forma adjustments do not reflect any integration adjustments to be incurred in connection with the merger or operating efficiencies and costs savings that may be achieved with respect to the combined entities as these costs are not directly attributable to the purchase agreement.

NOTE 2 — PRO FORMA ADJUSTMENTS

     The accompanying unaudited pro forma combined condensed financial statements have been prepared as if the acquisitions of MIG and Superscape had been completed on January 1, 2007 for statement of operations purposes and as of December 31, 2007 for balance sheet purposes and to reflect the following pro forma adjustments:

(1)	Represents the cash consideration and acquisition expenses from the acquisition of Superscape.
(2)	To record the amortizable intangible assets of $16,920 and goodwill of $11,420 and record a non-recurring charge for the write-off of in process research and development of $1,110 to accumulated deficit, because feasibility of the acquired technology has not been established and no future alternative use exists. The adjustment to intangible assets and goodwill includes an elimination of amortizable intangible assets and goodwill previously recorded by Superscape of $2,269 and $2,389, respectively.
(3)	Represents accrued restructuring costs incurred as of the date of acquisition, primarily employee severance costs of $1,740 and facility, employee transition costs of $241 and other agreement termination fees of $25.
(4)	To eliminate the historical shareholders’ deficit of Superscape.
(5)	To record the amortization of the amortizable intangible assets resulting from the purchase of Superscape as if the acquisition occurred on January 1, 2007, net of amortization of intangible assets previously recorded by Superscape. See Note 1 above for the estimated useful lives and amortization for each amortizable intangible asset.
(6)	To record the amortization of the amortizable intangible assets resulting from the purchase of MIG as if the acquisition occurred on January 1, 2007. See Note 1 above for the estimated useful lives and amortization for each amortizable intangible asset.
(7)	Adjustment to reduce interest income for the cash consideration paid and record imputed interest expense on borrowings that would have been issued to finance the acquisition, had the acquisition occurred on January 1, 2007. The decrease in interest income was calculated using the average interest rate for the Company’s invested cash and short-term investments. The interest expense was calculated based upon excess of the Superscape acquisition cash requirements over the available cash balances and the Company’s cost of capital.
(8)	To eliminate the in process research and development charge of $59 from the acquisition of MIG because the charge is nonrecurring and feasibility of the acquired technology had not been established and no future alternative uses exist.

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION
(in thousands)

There were no transactions between the Company, MIG and Superscape during the year ended December 31, 2007.

     Based on the finalization of the valuation, purchase price allocation, integration plans and other factors, the pro forma adjustments may change from those presented in these pro forma combined condensed financial information. A change in the value assigned to long-lived tangible and intangible assets and liabilities could result in a reallocation of the purchase price and a change in the pro forma adjustments. Any changes in the fair value of the net assets of MIG or Superscape will change the amount of the purchase price allocated to goodwill. The statement of operations effect of these changes will depend on the nature and amount of the assets or liabilities adjusted.

NOTE 3 — RECLASSIFICATIONS AND ADJUSTMENTS

     The following tables show a reconciliation of the historical balance sheet and income statement of Superscape as of and for the year ended January 31, 2008 respectively, prepared in accordance with IFRS, as issued by the IASB, to the statement of operations and balance sheet under US GAAP included in the unaudited proforma combined condensed statements of operations and balance sheet. Certain adjustments have been made to the historical financial statements of Superscape to reflect adjustments and reclassifications to conform with the Company’s presentation under US GAAP.

	Superscape
	as of			Acquisition			Superscape
	January 31, 2008			Adjustments and			US GAAP
	IFRS			Reclassifications			Combined
ASSETS
Current assets:
Cash and cash equivalents	$	10,902		$	—		$	10,902
Accounts receivable, net		3,688			—			3,688
Prepaid royalties		819			90	(1)		909
Prepaid expenses and other		449			—			449
Total current assets		15,858			90			15,948
Property and equipment, net		195			—			195
Intangible assets, net		2,269			—			2,269
Goodwill		2,389			—			2,389
Total assets		20,711			90			20,801
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable		981			—			981
Accrued liabilities		2,765			167	(1),(2)		2,932
Accrued restructuring		554			—			554
Total current liabilities		4,300			167			4,467
Accrued restructuring, long-term		498			—			498
Total liabilities		4,798			167			4,965
Commitments and contingencies
Stockholders equity:
Common stock		35,840			—			35,840
Additional paid-in capital		132,265			—			132,265
Accumulated other comprehensive loss		(13,727	)		—			(13,727	)
Accumulated deficit		(138,465	)		(77	)		(138,542	)
Total stockholders equity		15,913			(77	)		15,836
Total liabilities and stockholders equity	$	20,711		$	90		$	20,801

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

	Superscape
	Year Ended			Acquisition			Superscape
	January 31, 2008			Adjustments and			US GAAP
	IFRS			Reclassifications			Combined
Revenues	$	14,494		$	—		$	14,494
Cost of revenues:
Royalties		2,993			442	(3)		3,435
Amortization of intangible assets		—			2,423	(4)		2,423
Total cost of revenues		2,993			2,865			5,858
Gross profit		11,501			(2,865	)		8,636
Operating expenses:
Research and development		7,907			—			7,907
Sales and marketing		2,417			(442	)(3)		1,975
General and administrative		6,671			(2,423	)(4)		4,248
Total operating expenses		16,995			(2,865	)		14,130
Loss from operations		(5,494	)		—			(5,494	)
Interest and other income, net
Interest income		538			—			538
Interest and other income, net		538			—			538
Loss before income taxes		(4,956	)		—			(4,956	)
Income tax (provision)		(197	)		—			(197	)
Net loss		($5,153	)	$	—			($5,153	)

(1)	Represents an adjustment to gross-up of prepaid royalty expense and accrued royalties of $90 where no significant performance obligation remains for the licensor.
(2)	Represents an adjustment to vacation accrual of $77 to conform to the Company’s policy.
(3)	To reclassify $442 of impairments of prepaid royalty expense from sales and marketing expenses to cost of revenues.
(4)	To reclassify $2,423 of amortization of intangible assets from general and administrative expenses to cost of revenues.

EX-99.3

Exhibit 99.3

Consent of Independent Auditors

We consent to the incorporation by reference in the following Registration Statements:

(1) Registration Statement (Form S-8 No. 333-141487) pertaining to the Second Amended and Restated 2001 Stock Option Plan, the 2007 Employee Incentive Plan, and the 2007 Employee Stock Purchase Plan of Glu Mobile Inc.

(2) Registration Statement (Form S-8 No. 333-149996) pertaining to the 2007 Employee Incentive Plan, the 2007 Employee Stock Purchase Plan, and the 2008 Equity Inducement Plan of Glu Mobile Inc.

of our report dated May 21, 2008, with respect to the consolidated financial statements of Superscape Group plc included in this Current Report (Form 8-K/A) of Glu Mobile Inc.

/s/ Ernst & Young llp

Southampton, England

May 21, 2008