##### Table of Contents

---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



---



FORM 10-Q



---



|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------



For the Quarterly Period Ended March 31, 2005



OR



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------



For the Transition Period from  to
.



Commission File Number: 000-50964



---



SHOPPING.COM LTD.

(Exact Name of Registrant as Specified in its Charter)



---



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Israel                                                        |  | 98-0436245                         
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (I.R.S. EmployerIdentification No.)



1 Zoran Street

Netanya 42504, Israel

(Address of Principal Executive Offices and Zip Code)



972-9-892-1000

(Registrants Telephone Number, Including Area Code)



---



Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during
the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ̈No x



As of May 1, 2005, there were 29,657,977 shares of the Registrants ordinary shares, par value NIS 0.01 per share, outstanding.



---



---

##### Table of Contents



SHOPPING.COM LTD

FORM 10-Q



INDEX



|                             |  |                                                                                                      |  |     
|---------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ----
|                             |  |                                                                                                      |  | Page
|PART I
FINANCIAL INFORMATION |  |                                                                                                     
|                             |  |                                                                                                     
|ITEM 1:                      |  | Financial Statements                                                                                 |  | 3   
|                             |  |                                                                                                     
|                             |  | Consolidated Balance Sheets as of March 31, 2005 (unaudited) and December 31, 2004                   |  | 3   
|                             |  |                                                                                                     
|                             |  | Consolidated Statements of Operations for the three months ended March 31, 2005 and 2004 (unaudited) |  | 4   
|                             |  |                                                                                                     
|                             |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2005 and 2004 (unaudited) |  | 5   
|                             |  |                                                                                                     
|                             |  | Notes to Consolidated Financial Statements (unaudited)                                               |  | 6   
|                             |  |                                                                                                     
|ITEM 2:                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                |  | 17  
|                             |  |                                                                                                     
|                             |  | Risks That Could Affect Future Results                                                               |  | 24  
|                             |  |                                                                                                     
|ITEM 3:                      |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 38  
|                             |  |                                                                                                     
|ITEM 4:                      |  | Controls and Procedures                                                                              |  | 40  
|                             | 
|PART II
OTHER INFORMATION    |  |                                                                                                     
|                             |  |                                                                                                     
|ITEM 1:                      |  | Legal Proceedings                                                                                    |  | 40  
|                             |  |                                                                                                     
|ITEM 2:                      |  | Unregistered Sales of Securities and Use of Proceeds                                                 |  | 41  
|                             |  |                                                                                                     
|ITEM 3:                      |  | Defaults Upon Senior Securities                                                                      |  | 41  
|                             |  |                                                                                                     
|ITEM 4:                      |  | Submission of Matters to a Vote of Security Holders                                                  |  | 41  
|                             |  |                                                                                                     
|ITEM 5:                      |  | Other Information                                                                                    |  | 41  
|                             |  |                                                                                                     
|ITEM 6:                      |  | Exhibits                                                                                             |  | 41  
|                             |  |                                                                                                     
|                             |  | Signatures                                                                                           |  |     
|                             | 
|EXHIBIT INDEX                |  |                                                                                                     





---

##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



Shopping.com Ltd.

Consolidated Balance Sheets - Unaudited

U.S. dollars in thousands (except share and per share data)



|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                                                                                  |  | March 31,2005 |          |   | December 31,2004 |  
|ASSETS                                                                                                                                                                            |  |               |          |   |                  |   |          |  
|Current assets:                                                                                                                                                                   |  |               |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                                                                                         |  | $             | 47,017   |   |                  | $ | 59,201   |  
|Marketable securities                                                                                                                                                             |  |               | 95,837   |   |                  |   | 82,088   |  
|Accounts receivable, net of allowance for doubtful accounts of $754 and $677 at March 31, 2005 and December 31, 2004,
respectively                                                |  |               | 13,378   |   |                  |   | 15,577   |  
|Prepaid expenses and other current assets                                                                                                                                         |  |               | 2,132    |   |                  |   | 2,281    |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total current assets                                                                                                                                                              |  |               | 158,364  |   |                  |   | 159,147  |  
|Property and equipment, net                                                                                                                                                       |  |               | 6,507    |   |                  |   | 5,712    |  
|Goodwill                                                                                                                                                                          |  |               | 16,814   |   |                  |   | 16,814   |  
|Restricted cash                                                                                                                                                                   |  |               | 95       |   |                  |   | 87       |  
|Other assets                                                                                                                                                                      |  |               | 2,305    |   |                  |   | 2,288    |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total assets                                                                                                                                                                      |  | $             | 184,085  |   |                  | $ | 184,048  |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                              |  |               |          |   |                  |   |          |  
|Current liabilities:                                                                                                                                                              |  |               |          |   |                  |   |          |  
|Accounts payable                                                                                                                                                                  |  | $             | 1,647    |   |                  | $ | 1,565    |  
|Payroll and benefit related liabilities                                                                                                                                           |  |               | 2,476    |   |                  |   | 4,238    |  
|Accrued marketing expenses                                                                                                                                                        |  |               | 5,406    |   |                  |   | 7,914    |  
|Other payables and accrued expenses                                                                                                                                               |  |               | 5,081    |   |                  |   | 5,429    |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total current liabilities                                                                                                                                                         |  |               | 14,610   |   |                  |   | 19,146   |  
|Accrued severance liability                                                                                                                                                       |  |               | 458      |   |                  |   | 427      |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total liabilities                                                                                                                                                                 |  |               | 15,068   |   |                  |   | 19,573   |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Commitments and contingencies (Note 8)                                                                                                                                            |  |               |          |   |                  |   |          |  
|                                                                                                                                                                                  |  |              
|Shareholders equity:                                                                                                                                                             |  |               |          |   |                  |   |          |  
|Ordinary shares, NIS 0.01 par value; 125,000,000 shares authorized, 29,631,344 and 29,571,829 shares issued and outstanding at March 31, 2005
and December 31, 2004, respectively |  |               | 74       |   |                  |   | 74       |  
|Additional paid-in capital                                                                                                                                                        |  |               | 323,025  |   |                  |   | 323,600  |  
|Deferred stock compensation                                                                                                                                                       |  |               | (7,264   | ) |                  |   | (8,700   | )
|Accumulated other comprehensive loss                                                                                                                                              |  |               | (1,517   | ) |                  |   | (1,336   | )
|Accumulated deficit                                                                                                                                                               |  |               | (145,301 | ) |                  |   | (149,163 | )
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total shareholders equity                                                                                                                                                        |  |               | 169,017  |   |                  |   | 164,475  |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  
|Total liabilities and shareholders equity                                                                                                                                        |  | $             | 184,085  |   |                  | $ | 184,048  |  
|                                                                                                                                                                                  |  |               |          |   |                  |   |          |  



The accompanying notes
are an integral part of these consolidated financial statements.



3



---

##### Table of Contents

Shopping.com Ltd.

Consolidated Statements of Operations (Unaudited)

U.S. dollars in thousands (except per share data)



|                                                                                          |  |                    |        |   |               |   |        |  
|----------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | -
|                                                                                          |  | Three Months Ended |       
|                                                                                          |  | March 31,2005      |        |   | March 31,2004 |  
|Revenues                                                                                  |  | $                  | 28,866 |   |               | $ | 20,985 |  
|                                                                                          |  |                   
|Operating expenses                                                                        |  |                    |        |   |               |   |        |  
|Cost of revenues                                                                          |  |                    | 1,522  |   |               |   | 1,084  |  
|Research and development                                                                  |  |                    | 3,053  |   |               |   | 2,500  |  
|Sales and marketing                                                                       |  |                    | 16,652 |   |               |   | 10,449 |  
|General and administrative                                                                |  |                    | 3,763  |   |               |   | 2,362  |  
|Stock-based compensation                                                                  |  |                    | 398    |   |               |   | 2,012  |  
|Amortization of intangibles                                                               |  |                    | 176    |   |               |   | 176    |  
|Restructuring and other charges                                                           |  |                    |       |   |               |   | 319    |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Total operating expenses                                                                  |  |                    | 25,564 |   |               |   | 18,902 |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Income from operations                                                                    |  |                    | 3,302  |   |               |   | 2,083  |  
|Interest and other income (expense), net                                                  |  |                    | 607    |   |               |   | 168    |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Income before income taxes                                                                |  |                    | 3,909  |   |               |   | 2,251  |  
|Provision for income taxes                                                                |  |                    | (47    | ) |               |   | (6     | )
|                                                                                          |  |                    |        |   |               |   |        |  
|Net income                                                                                |  |                    | 3,862  |   |               |   | 2,245  |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Basic net income per share                                                                |  | $                  | 0.13   |   |               | $ | 0.10   |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Diluted net income per share                                                              |  | $                  | 0.12   |   |               | $ | 0.09   |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Weighted average number of ordinary shares used in computing basic net income per share   |  |                    | 29,564 |   |               |   | 21,433 |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Weighted average number of ordinary shares used in computing diluted net income per share |  |                    | 31,607 |   |               |   | 24,021 |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Stock-based compensation charge can be allocated to the following:                        |  |                    |        |   |               |   |        |  
|Cost of revenues                                                                          |  | $                  | 31     |   |               | $ | 359    |  
|Research and development                                                                  |  |                    | (35    | ) |               |   | 292    |  
|Sales and marketing                                                                       |  |                    | (130   | ) |               |   | 593    |  
|General and administrative                                                                |  |                    | 532    |   |               |   | 768    |  
|                                                                                          |  |                    |        |   |               |   |        |  
|Total non-cash stock compensation                                                         |  | $                  | 398    |   |               | $ | 2,012  |  
|                                                                                          |  |                    |        |   |               |   |        |  



The accompanying notes
are an integral part of these consolidated financial statements.



4



---

##### Table of Contents

Shopping.com Ltd.

Consolidated Statements of Cash Flows (Unaudited)

U.S. dollars in thousands



|                                                                                  |  |                    |         |   |               |   |        |  
|--------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------- | - | ------ | -
|                                                                                  |  | Three Months Ended |        
|                                                                                  |  | March 31,2005      |         |   | March 31,2004 |  
|Cash flows from operating activities:                                             |  |                    |         |   |               |   |        |  
|Net income                                                                        |  | $                  | 3,862   |   |               | $ | 2,245  |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                    |         |   |               |   |        |  
|Depreciation and amortization                                                     |  |                    | 923     |   |               |   | 496    |  
|Non-cash charge for issuance of equity compensation                               |  |                    | 398     |   |               |   | 2,012  |  
|Loss on sale of fixed assets                                                      |  |                    | 11      |   |               |   |       |  
|Foreign exchange loss (gains), net                                                |  |                    | 274     |   |               |   | (109   | )
|Amortization of purchased intangible assets                                       |  |                    | 176     |   |               |   | 176    |  
|Changes in operating assets and liabilities:                                      |  |                    |         |   |               |   |        |  
|Decrease in accounts receivable, net                                              |  |                    | 2,115   |   |               |   | 3,155  |  
|Decrease (increase) in prepaid expenses and other assets                          |  |                    | 179     |   |               |   | (765   | )
|(Decrease) increase in accounts payable                                           |  |                    | 82      |   |               |   | (2,092 | )
|Decrease in other liabilities and accrued expenses                                |  |                    | (4,540  | ) |               |   | (273   | )
|(Decrease) increase in accrued severance liability                                |  |                    | 33      |   |               |   | (118   | )
|                                                                                  |  |                    |         |   |               |   |        |  
|Net cash provided by operating activities                                         |  |                    | 3,513   |   |               |   | 4,727  |  
|                                                                                  |  |                    |         |   |               |   |        |  
|Cash flows used in investing activities:                                          |  |                    |         |   |               |   |        |  
|Purchases of property and equipment, net                                          |  |                    | (1,580  | ) |               |   | (1,291 | )
|Capitalization of software                                                        |  |                    | (394    | ) |               |   | (383   | )
|Decrease (increase) in restricted cash                                            |  |                    | (8      | ) |               |   | 1,361  |  
|Purchase of marketable securities                                                 |  |                    | (50,447 | ) |               |   |       |  
|Maturities and sales of marketable securities                                     |  |                    | 36,493  |   |               |   |       |  
|                                                                                  |  |                    |         |   |               |   |        |  
|Net cash used in provided by investing activities                                 |  |                    | (15,936 | ) |               |   | (313   | )
|                                                                                  |  |                    |         |   |               |   |        |  
|Cash flows from financing activities:                                             |  |                    |         |   |               |   |        |  
|Initial public offering costs                                                     |  |                    | (4      | ) |               |   |       |  
|Proceeds from purchase of ESPP shares                                             |  |                    | 403     |   |               |   |       |  
|Proceeds from exercise of stock options                                           |  |                    | 61      |   |               |   | 758    |  
|                                                                                  |  |                    |         |   |               |   |        |  
|Net cash provided by financing activities                                         |  |                    | 460     |   |               |   | 758    |  
|                                                                                  |  |                    |         |   |               |   |        |  
|Net (decrease) increase in cash and cash equivalents                              |  |                    | (11,963 | ) |               |   | 5,172  |  
|Effect of exchange rates on cash and cash equivalents                             |  |                    | (221    | ) |               |   | 59     |  
|Cash and cash equivalents, beginning of period                                    |  |                    | 59,201  |   |               |   | 25,699 |  
|                                                                                  |  |                    |         |   |               |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                  | 47,017  |   |               | $ | 30,930 |  
|                                                                                  |  |                    |         |   |               |   |        |  



The accompanying notes
are an integral part of these consolidated financial statements.



5



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in thousands (except share and per share data)



|1. | Organization and Operations
|-- | ---------------------------



Shopping.com Ltd., (the Company) was incorporated in 1997 under the laws of the State of Israel and commenced operations in 1998. The Company
is a leading online comparison shopping service. Through its websites, including www.shopping.com, www.dealtime.com, www.epinions.com, www.uk.shopping.comand other network sites, consumers find, compare and buy products from
merchants and merchants locate consumers seeking to buy their products. For merchants and other listing providers, Shopping.com delivers qualified buyers and lower customer acquisition costs. For consumers, Shopping.com supplies product information
and a helpful way to search for the right product at the best price.



Shopping.com, Inc., the Companys wholly owned subsidiary, was incorporated in December 1998 under the laws of the State of Delaware for the purpose of marketing and selling the Companys products and services in the United
States. DealTime (Europe) B.V. (DealTime-Europe) was incorporated in April 2000 under the laws of the Netherlands for the purpose of marketing and selling the Companys products and services in Europe. In April 2003, the Company
acquired Epinions, Inc.



|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------



Interim Financial Information



The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange
Commission and reflect all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to state fairly the financial position and the results of operations for the interim periods. The consolidated
balance sheet at December 31, 2004 has been derived from audited financial statements at that date. The consolidated financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission, but omit
certain information and footnote disclosures necessary to present the statements in accordance with generally accepted accounting principles. For further information, refer to the consolidated financial statements and notes thereto for the year
ended December 31, 2004 included in the Companys Annual Report on Form 10-K. Results for the interim periods are not necessarily indicative of results for the entire fiscal year.



Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates
and assumptions made by management involve the assessment of collectibility of accounts receivable in the determination of the allowance for doubtful accounts, the computation of the Companys effective tax rate and deferred tax assets and
liabilities and the valuation and useful lives of capitalized software and long-lived assets. Actual results can differ from those estimates.



Principles of Consolidation



The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation.



Functional Currency



Substantially all of the
Companys revenues are generated outside of Israel. Most of the Companys revenues are denominated in U.S. Dollars and most marketing costs are incurred outside of Israel, primarily in transactions denominated in U.S. Dollars. Accordingly,
the currency of the primary economic environment in which the Companys operations are conducted is the U.S. Dollar, which is used as the Companys functional and reporting currency.



6



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



Transactions and balances originally denominated in U.S. Dollars by the Company are presented at
their original amounts. Transactions and balances in other currencies are remeasured into U.S. Dollars at the spot rate, in accordance with Statement of Financial Accounting Standards No. 52, Foreign Currency Translation. All transaction gains and
losses from remeasurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the consolidated statements of operations as other income or expense, as appropriate. For the three months ended March 31, 2004 and 2005,
such amounts were not material.



The functional currencies of
the Companys U.K., Germany and former Japanese subsidiaries are the respective local currencies. Accordingly, their respective financial statements have been translated into U.S. Dollars by translating assets and liabilities at period-end
exchange rates, shareholders equity at historical exchange rates and statement of operations accounts at average exchange rates for the period. Foreign currency translation gains and losses are reflected in the shareholders equity
section of the Companys consolidated balance sheet as accumulated other comprehensive income (loss).



Amounts in the consolidated financial statements representing the U.S. Dollar equivalents of balances denominated in other currencies do not necessarily
represent their real or economic value in U.S. Dollars.



Cash Equivalents and Marketable Securities



Cash equivalents consist of investments in highly liquid short-term instruments with original maturities of three months or less and are stated at cost. The Company classifies all of its cash equivalents and marketable securities as
available-for-sale. The Company carries these investments at fair value, based on quoted market prices. Unrealized gains and losses, net of taxes, are components of shareholders equity. Gains and losses are recognized when realized
in the Companys consolidated statements of income.



Marketable securities consist of corporate, government, municipal and money market funds.



It is the Companys policy to review its marketable securities classified as short-term investments on a regular basis to evaluate whether or not any
security has experienced an other-than-temporary decline in fair value. The Companys policy includes, but is not limited to, reviewing the cash position, earnings/revenue outlook, stock price performance over the past six months, liquidity and
management/ownership of each company we invest in. If the Company believes that an other-than-temporary decline exists in one of its marketable securities, it is the Companys policy to write down these investments to the market value and
record the related write-down as an investment loss on our consolidated statements of operations.



Certain auction rate securities have been classified as short-term marketable securities. Auction rate securities are variable rate bonds tied to short
term interest rates with maturities on the face of the securities in excess of 90 days. Auction rate securities have interest rate resets through a modified Dutch auction, at predetermined short term intervals, usually every 7, 28, or 35 days. They
trade at par and are callable at par on any interest payment date at the option of the issuer. Interest paid during a given period is based upon the interest rate determined during the prior auction.



Capitalized Software Costs



The Company capitalizes internally developed software costs in accordance
with the Statement of Position 98-1, Accounting for Costs of Computer Software Developed or Obtained for Internal Use (SOP 98-1). Capitalized costs are amortized on a straight-line basis over the estimated useful life of the
software once it is available for use. During the three months ended March 31, 2004 and 2005, the Company capitalized $383 and $394, respectively, which is being capitalized over an estimated useful life of two year period. For the three months
ended March 31, 2004 and 2005, the Company recorded $44 and $166 of amortization expense, respectively, which is included as a component of research and development expense.



7



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



Goodwill and Other Intangible Assets



The Company accounts for goodwill in accordance with Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets(FAS 142). FAS 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed annually for impairment. Any impairment loss is recognized in
the statement of operations. The Company did not record any such impairment during the three ended March 31, 2004 and 2005.



As of March 31, 2005, the gross amounts, accumulated amortization, and carrying value of identified intangible assets that arose in the acquisition of
Epinions in April 2003 and are included in other assets were as follows:



|                     |  |             |       |                         |   |               |  |   |   
|-------------------- |  | ----------- | ----- | ----------------------- | - | ------------- |  | - | --
|                     |  | GrossAmount |       | AccumulatedAmortization |   | CarryingValue
|Review content       |  | $           | 860   |                         | $ | 842           |  | $ | 18
|Software technology  |  |             | 250   |                         |   | 247           |  |   | 3 
|Corporate trade name |  |             | 300   |                         |   | 294           |  |   | 6 
|                     |  |             |       |                         |   |               |  |   |   
|Total                |  | $           | 1,410 |                         | $ | 1,383         |  | $ | 27
|                     |  |             |       |                         |   |               |  |   |   



Amortization expense
related to identified intangible assets was $176 for both the three months ended March 31, 2004 and 2005. Estimated amortization expense for the three months ending June 30, 2005 is $27.



Advertising Costs



Advertising costs included in sales and marketing expenses, which include the costs associated with the Companys online advertising campaigns, are
expensed as incurred and amounted to $8,055 and $13,423 for the three months ended March 31, 2004 and 2005, respectively.



Stock-Based Compensation



The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25) and
Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation (FIN 44) in accounting for its employee stock option plans. Under APB 25, when the exercise price of the Companys share options is less
than the market price of the underlying shares on the date of grant, compensation expense is recognized. The pro forma disclosures required by Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
(FAS 123), and Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure  an Amendment of FASB Statement No. 123 (FAS 148) are provided below.



The Company applies FAS 123 and EITF 96-18, Accounting for
Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services (EITF 96-18) with respect to options issued to non-employees. FAS 123 requires use of an option valuation
model to measure the fair value of the options at the grant date.



8



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



The following table provides a reconciliation of net income to pro forma net income as if compensation cost for stock
options granted to employees had been determined using the fair value method prescribed by FAS 123. The estimated fair value of each stock option is calculated using the Black-Scholes option pricing model:



|                                                                                                                                                                               |  |                             |        |   |      |   |       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ----- | -
|                                                                                                                                                                               |  | Three Months EndedMarch 31, |       
|                                                                                                                                                                               |  | 2005                        |        |   | 2004 |  
|Net income, as reported                                                                                                                                                        |  | $                           | 3,862  |   |      | $ | 2,245 |  
|                                                                                                                                                                               |  |                            
|Add: Stock-based employee compensation expense Included in net income, as reported                                                                                             |  |                             | (437   | ) |      |   | 1,901 |  
|                                                                                                                                                                               |  |                            
|Deduct: Total stock-based employee compensation Expense determined under fair value based method for all awards calculated with the use of a
Black-Sholes option-pricing model |  |                             | (2,090 | ) |      |   | (787  | )
|                                                                                                                                                                               |  |                             |        |   |      |   |       |  
|Pro forma net income                                                                                                                                                           |  | $                           | 1,335  |   |      | $ | 3,359 |  
|                                                                                                                                                                               |  |                             |        |   |      |   |       |  
|Basic net income per share:                                                                                                                                                    |  |                             |        |   |      |   |       |  
|As reported                                                                                                                                                                    |  | $                           | 0.13   |   |      | $ | 0.10  |  
|                                                                                                                                                                               |  |                             |        |   |      |   |       |  
|Pro forma                                                                                                                                                                      |  | $                           | 0.05   |   |      | $ | 0.16  |  
|                                                                                                                                                                               |  |                             |        |   |      |   |       |  
|Diluted net income per share:                                                                                                                                                  |  |                             |        |   |      |   |       |  
|As reported                                                                                                                                                                    |  | $                           | 0.12   |   |      | $ | 0.09  |  
|                                                                                                                                                                               |  |                             |        |   |      |   |       |  
|Pro forma                                                                                                                                                                      |  | $                           | 0.04   |   |      | $ | 0.14  |  
|                                                                                                                                                                               |  |                             |        |   |      |   |       |  



The following weighted average
assumptions were used: (1) risk-free interest rate of 2.9%, and 3.8% for the three months ended March 31, 2004 and 2005, respectively; (2) dividend yield of 0.00%; (3) expected life of five years and four years for the three months ended March 31,
2004 and 2005, respectively; and (4) volatility of 100%.



Earnings per Share



Basic net income per share
(Basic EPS) is computed by dividing net income available to ordinary shareholders by the sum of the weighted average number of ordinary shares outstanding during the period, net of shares subject to repurchase, using the two-class
method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed
earnings. Under the two-class method, income from continuing operations (or net income) is reduced by the amount of dividends declared in the current period for each class of stock and by the contractual amount of dividends (or interest on
participating income bonds) that must be paid for the current period. The remaining earnings are then allocated to common stock and participating securities to the extent that each security may share in earnings as if all of the earnings for the
period had been distributed. The total earnings allocated to each security are determined by adding together the amount allocated for dividends and the amount allocated for a participation feature. The



9



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



total earnings allocated to each security are then divided by the number of outstanding shares of the security to which the earnings are allocated to
determine the earnings per share for the security. The Company did not have any participating securities as of March 31, 2005. As of March 31, 2004, the only participating security was the convertible preferred shares.



Diluted earnings per share (Diluted EPS) gives effect to all
dilutive potential ordinary shares outstanding during the period. The computation of Diluted EPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings. The dilutive effect of
outstanding stock options and warrants is computed using the treasury stock method.



As of March 31, 2004, the Company had outstanding convertible preferred shares, warrants to purchase convertible preferred shares and stock options to purchase an aggregate of 18,724,950 ordinary shares, which were
not included in the calculation of Diluted EPS for the three months ended March 31, 2004 due to the anti-dilutive nature of these instruments.



The following table sets forth the computation of basic and diluted net income per share for the three months ended March 31, 2004 and 2005.



|                                                                      |  |                             |        |      |   |       
|--------------------------------------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                                                      |  | Three Months EndedMarch 31,
|                                                                      |  | 2005                        |        | 2004
|Numerator                                                             |  |                             |        |      |   |       
|Net income                                                            |  | $                           | 3,862  |      | $ | 2,245 
|                                                                      |  |                             |        |      |   |       
|Denominator                                                           |  |                             |        |      |   |       
|Denominator for basic calculation, weighted average ordinary shares   |  |                             | 29,564 |      |   | 5,558 
|Weighted average dilutive preferred shares                            |  |                             |       |      |   | 15,875
|                                                                      |  |                             |        |      |   |       
|Denominator for basic calculation, weighted average shares            |  |                             | 29,564 |      |   | 21,433
|Potential ordinary shares attributable to stock options               |  |                             | 2,038  |      |   | 2,463 
|Potential ordinary shares attributable to ESPP                        |  |                             | 5      |      |   |      
|Potential ordinary shares attributable to deferred stock compensation |  |                             |       |      |   | 125   
|                                                                      |  |                             |        |      |   |       
|Denominator for diluted calculation, weighted average shares          |  |                             | 31,607 |      |   | 24,021
|                                                                      |  |                             |        |      |   |       
|Net income per share                                                  |  |                             |        |      |   |       
|Basic net income per share                                            |  | $                           | 0.13   |      | $ | 0.10  
|                                                                      |  |                             |        |      |   |       
|Diluted net income per share                                          |  | $                           | 0.12   |      | $ | 0.09  
|                                                                      |  |                             |        |      |   |       



10



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



Comprehensive Income



SFAS 130, Reporting Comprehensive Income, establishes standards for reporting and displaying comprehensive net
income (loss) and its components in shareholders equity. SFAS 130 requires the components of other comprehensive income (loss), such as changes in the fair value of available-for-sale securities and foreign translation adjustments, to be added
to our net income (loss) to arrive at comprehensive net income (loss). Other comprehensive income (loss) items have no impact on our net income (loss) as presented on our consolidated statement of operations. Comprehensive net income was as follows
for the periods indicated:



|                                         |  |                             |       |   |      |   |       |  
|---------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | -
|                                         |  | Three Months EndedMarch 31, |      
|                                         |  | 2005                        |       |   | 2004 |  
|Net income, as reported                  |  | $                           | 3,862 |   |      | $ | 2,245 |  
|                                         |  |                            
|Other comprehensive loss:                |  |                             |       |   |      |   |       |  
|Foreign currency translation adjustment  |  |                             | 25    |   |      |   | (31   | )
|Unrealized loss on marketable securities |  |                             | (268  | ) |      |   |      |  
|                                         |  |                             |       |   |      |   |       |  
|Comprehensive income                     |  | $                           | 3,619 |   |      | $ | 2,214 |  
|                                         |  |                             |       |   |      |   |       |  



Fair Value of
Financial Instruments



The estimated fair value of
financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the
Company could realize in a current market exchange. At December 31, 2004 and March 31, 2005, the carrying amounts of cash and cash equivalents approximated their fair values, due to the short-term maturities of these instruments. At December 31,
2004 and March 31, 2005, the fair value of marketable securities are determined using quoted market prices.



Concentration of Credit Risk and Significant Customers



Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, marketable
securities and trade receivables. Cash and cash equivalents are maintained by financial institutions in the United States, Israel and Europe. Such deposits may be in excess of insured limits in the United States and are not insured in other
jurisdictions. The Company believes that there is minimal credit risk associated with the investment of its cash and cash equivalents and short-term marketable securities, due to the high quality banking institutions in which its investments are
deposited and the restrictions placed on the type of investment that can be entered into under the Companys investment policy.



The Companys accounts receivable are derived from lead referral revenue and advertising contracts. The Company performs ongoing credit evaluations
of its customers financial condition. The Company does not generally require collateral from its customers and substantially all of its trade receivables are unsecured. The Company maintains an allowance for doubtful accounts receivable based
upon managements experience and estimate of collectibility of each account. The risk of collection associated with trade receivables is mitigated by the variety and number of customers. In addition, since 2002, the Company has required
customers with poor or insufficient credit histories to provide it with payment in advance of delivery of services to further mitigate collection risk.



During the three months ended March 31, 2004 and 2005, a single customer, Google, Inc., accounted for 40% and 44%, respectively, of the Companys
revenues and 34% and 29% of the Companys accounts receivable as of December 31, 2004 and March 31, 2005, respectively.



Recently Issued Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards 123revised 2004,
Share-Based Payment (FAS 123R) which replaced FAS 123 and superseded APB 25. FAS 123R requires the measurement of all employee



11



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our
consolidated statements of income. The accounting provisions of FAS 123R are effective for fiscal years beginning after June 15, 2005. We are required to adopt FAS 123R in the first quarter of fiscal 2006. The pro forma disclosures previously
permitted under FAS 123 no longer will be an alternative to financial statement recognition. See Stock-Based Compensation above for the pro forma net income and net income per share amounts, for the three months ended March 31, 2004 and
2005, as if we had used a fair-value-based method similar to the methods required under FAS 123R to measure compensation expense for employee stock incentive awards. Although we have not yet determined whether the adoption of FAS 123R will result in
amounts that are similar to the current pro forma disclosures under FAS 123, we are evaluating the requirements under FAS 123R and expect the adoption to have a significant adverse impact on our consolidated statements of income and net income per
share.



In December 2004, the FASB issued FASB Staff Position
No. FAS 109-1, Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 (AJCA) (FAS
109-1). The AJCA introduces a special 9% tax deduction on qualified production activities. FAS 109-1 clarifies that this tax deduction should be accounted for as a special tax deduction in accordance with FASB Statement 109. We do not expect
the adoption of these new tax provisions to have a material impact on our consolidated financial position, results of operations or cash flows.



In December 2004, the FASB issued FASB Staff Position No. FAS 109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision
within the American Jobs Creations Act of 2004 (FAS 109-2). The AJCA introduces a limited time 85% dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer (repatriation provision), provided certain
criteria are met. We do not expect the adoption of these new tax provisions to have a material impact on our consolidated financial position, results of operations or cash flows.



|3. | Cash and cash equivalents and marketable securities
|-- | ---------------------------------------------------



As discussed in Note 2, Concentration of Credit Risk and Significant Customers, our portfolio of short-term investments consists of
investment-grade securities consisting of cash and cash equivalents and investment-grade securities. Except for direct obligations of the United States government, securities issued by agencies of the United States government, and money market or
cash management funds, we diversify our short-term investments by limiting our holdings with any individual issuer.



Available-for-sale investments at March 31, 2005 were as follows:



|                                |  |                |        |                  |   |                   |  |                      |   |  |   |       
|------------------------------- |  | -------------- | ------ | ---------------- | - | ----------------- |  | -------------------- | - |  | - | ------
|                                |  | Carrying Value |        | Unrealized Gains |   | Unrealized Losses |  | Estimated Fair Value
|Classified as current assets:   |  |                |        |                  |   |                   |  |                      |   |  |   |       
|Cash                            |  | $              | 30,638 |                  | $ |                  |  | $                    |  |  | $ | 30,638
|Cash equivalents:               |  |                |        |                  |   |                   |  |                      |   |  |   |       
|Commercial paper                |  | $              | 10,267 |                  |   |                  |  |                      |  |  |   | 10,267
|Money market funds              |  |                | 83     |                  |   |                  |  |                      |  |  |   | 83    
|Repurchase agreements           |  |                | 6,029  |                  |   |                  |  |                      |  |  |   | 6,029 
|                                |  |                |        |                  |   |                   |  |                      |   |  |   |       
|Total cash equivalents          |  |                | 16,379 |                  | $ |                  |  |                      |  |  |   | 16,379
|                                |  |                |        |                 
|Total cash and cash equivalents |  | $              | 47,017 |                  | $ |                  |  | $                    |  |  | $ | 47,017
|                                |  |                |        |                  |   |                   |  |                      |   |  |   |       



12



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



|                            |  |                |        |                 |   |                  |  |   |                     |   |  |   |       
|--------------------------- |  | -------------- | ------ | --------------- | - | ---------------- |  | - | ------------------- | - |  | - | ------
|                            |  | Carrying Value |        | UnrealizedGains |   | UnrealizedLosses |  |   | EstimatedFair Value
|Marketable Securities       |  |                |        |                 |   |                  |  |   |                     |   |  |   |       
|Corporate Securities        |  | $              | 28,061 |                 | $ |                 |  | $ | (134                | ) |  | $ | 27,927
|Municipal Securities        |  |                | 21,499 |                 |   | 1                |  |   |                    |   |  |   | 21,500
|Government Securities       |  |                | 11,368 |                 |   |                 |  |   | (39                 | ) |  |   | 11,329
|Money Market Funds          |  |                | 35,175 |                 |   |                 |  |   | (94                 | ) |  |   | 35,081
|                            |  |                |        |                 |   |                  |  |   |                     |   |  |   |       
|Total Marketable Securities |  | $              | 96,103 |                 | $ |                 |  |   | (267                | ) |  | $ | 95,837



In accordance with
EITF 03-1, the following table summarizes the fair value and gross unrealized losses related to the available-for-sale debt securities, aggregated by type of investment and length of time that individual securities have been in a continuous
unrealized loss position at March 31, 2005:



|                      |  |                     |        |                               |   |      |  
|--------------------- |  | ------------------- | ------ | ----------------------------- | - | ---- | -
|                      |  | Less Than 12 Months |       
|                      |  | Fair Value          |        | GrossUnrealizedGains/(Losses) |  
|Corporate Securities  |  | $                   | 28,061 |                               | $ | (134 | )
|Municipal Securities  |  |                     | 21,499 |                               |   | 1    |  
|Government Securities |  |                     | 11,368 |                               |   | (39  | )
|Money Market Funds    |  |                     | 35,175 |                               |   | (94  | )



The following table
summarizes the cost and estimated fair value of current debt securities and money market funds, classified by the contractual maturity of the security:



|                     |  |                     |        
|-------------------- |  | ------------------- | -------
|                     |  | Estimated FairValue
|Due within one year  |  | $                   | 82,154 
|Due within two years |  |                     | 8,562  
|Due within two years |  |                     | 21,500 
|                     |  |                     |        
|Total                |  | $                   | 112,216
|                     |  |                     |        



|4. | Capitalization
|-- | --------------



Employee Stock Purchase Plan



In February 2004, the Companys board of directors adopted, and in June 2004, the Companys shareholders approved, the 2004 Employee Stock
Purchase Plan (the 2004 ESPP). The 2004 ESPP became effective upon the consummation of the Companys initial public offering in October 2004. The Company reserved 300,000 ordinary shares for issuance under the 2004 ESPP. The 2004
ESPP permits each eligible employee, as defined, to purchase ordinary shares of the Company through payroll deductions, provided that the aggregate amount of each employees payroll deductions does not exceed 15% of his cash compensation. The
ESPP consists of 24-month offering periods with four six-month purchase periods in each offering period. Employees purchase shares in each purchase period at 85% of the market value of the Companys ordinary shares at either the beginning of
the offering



13



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



period or the end of the purchase period, whichever price is lower. The 2004 ESPP will be administered by the compensation committee of the board of
directors.



The number of shares reserved for issuance under
the 2004 ESPP will increase automatically on January 1 of each year, starting in 2006 and ending with 2015, by an amount equal to the lesser of: 750,000 or 1% of the Companys total outstanding ordinary shares as of the immediately preceding
December 31. The Companys board of directors or compensation committee may reduce the amount of the increase in any particular year. The 2004 ESPP will terminate when all shares reserved for sale have been sold, unless terminated earlier by
the Companys board of directors. In February 2005, the Company issued 27,619 shares issued under the 2004 ESPP.



|5. | Restructuring and Other Charges
|-- | -------------------------------



In September 2003, the Company announced that it was relocating its global headquarters to Brisbane, CA. In connection therewith and in accordance with
Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or Disposal Activities(FAS 146), the Company recorded a charge of $319 during the three months ended March 31, 2004. There was no
restructuring charge recorded during the three months ended March 31, 2005. The plan principally impacted the Companys New York and Israel offices and was substantially completed during Q4 2003.



The restructuring recorded during the three months ended March 31, 2004 was
comprised of the following:



|                                                  |  |   |    
|------------------------------------------------- |  | - | ---
|Employee severance and other termination benefits |  | $ | 42 
|Relocation costs                                  |  |   | 277
|                                                  |  |   |    
|Total                                             |  | $ | 319
|                                                  |  |   |    



The following is a
reconciliation of the remaining accrued liability as of March 31, 2005:



|                                                          |  |                   |      |   |                 |   |      |       |  |   |       |  
|--------------------------------------------------------- |  | ----------------- | ---- | - | --------------- | - | ---- | ----- |  | - | ----- | -
|                                                          |  | EmployeeSeverance |      |   | Relocationcosts |   |      | Total | 
|Beginning balance as of January 1, 2003                   |  | $                 |     |   |                 | $ |     |       |  | $ |      |  
|Add: restructuring and relocation costs incurred in 2003  |  |                   | 343  |   |                 |   | 676  |       |  |   | 1,019 |  
|Less: amount paid during the year ended December 31, 2003 |  |                   | (230 | ) |                 |   | (450 | )     |  |   | (680  | )
|                                                          |  |                   |      |   |                 |   |      |       |  |   |       |  
|Balance as of December 31, 2003                           |  |                   | 113  |   |                 |   | 226  |       |  |   | 339   |  
|Add: restructuring and relocation costs incurred in 2004  |  |                   | 91   |   |                 |   | 521  |       |  |   | 612   |  
|Less: Amount paid during the year ended December 31, 2004 |  |                   | (204 | ) |                 |   | (716 | )     |  |   | (920  | )
|                                                          |  |                   |      |   |                 |   |      |       |  |   |       |  
|Ending balance                                            |  |                   |     |   |                 |   | 31   |       |  |   | 31    |  
|                                                          |  |                   |      |   |                 |   |      |       |  |   |       |  
|Activity for the three months ended March 31, 2005        |  |                   |     |   |                 |   |     |       |  |   |      |  
|                                                          |  |                   |      |   |                 |   |      |       |  |   |       |  
|                                                          |  | $                 |     |   |                 | $ | 31   |       |  | $ | 31    |  
|                                                          |  |                   |      |   |                 |   |      |       |  |   |       |  



14



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



The Company expects to make payments on the remaining accrued relocation costs by December 31, 2005.



|6. | Other payables and accrued liabilities
|-- | --------------------------------------



Other payables and accrued expenses consisted of the following:



|                                   |  |            |        |               |   |      
|---------------------------------- |  | ---------- | ------ | ------------- | - | -----
|                                   |  | March 2005 |        | December 2004
|Customer deposits                  |  | $          | 1,452  |               | $ | 1,425
|Accrued taxes and related accruals |  |            | 1,711  |               |   | 2,390
|Accrued professional fees          |  |            | 637    |               |   | 537  
|Accrued community costs            |  |            | 394    |               |   | 433  
|Other                              |  |            | 887    |               |   | 644  
|                                   |  |            |        |               |   |      
|Total                              |  | $          | 5,,081 |               | $ | 5,429
|                                   |  |            |        |               |   |      



|7. | Geographic Segment Information
|-- | ------------------------------



The Company is active in one business segment: designing, developing, selling and marketing its comparative shopping service. The Company maintains
development operations in the United States and Israel. The Companys sales and marketing operations are maintained in the United States and Europe. The Company attributes geographic revenues based on the entity that records the revenue.



Geographic information for the revenues for the three months
ended March 31, 2004 and 2005 and for identifiable long-lived assets as of December 31, 2004 and March 31, 2005 are as follows:



|              |  |                             |        |      |   |       
|------------- |  | --------------------------- | ------ | ---- | - | ------
|              |  | Three Months EndedMarch 31,
|              |  | 2005                        |        | 2004
|Net revenues: |  |                             |        |      |   |       
|United States |  | $                           | 24,470 |      | $ | 17,677
|Europe        |  |                             | 4,396  |      |   | 3,308 
|              |  |                             |        |      |   |       
|              |  | $                           | 28,866 |      | $ | 20,985
|              |  |                             |        |      |   |       



|                                |  |               |       |                  |   |      
|------------------------------- |  | ------------- | ----- | ---------------- | - | -----
|                                |  | March 31,2005 |       | December 31,2004
|Identifiable Long-lived assets: |  |               |       |                  |   |      
|United States                   |  | $             | 6,792 |                  | $ | 6,274
|Israel                          |  |               | 1,065 |                  |   | 1,035
|Europe                          |  |               | 928   |                  |   | 500  
|                                |  |               |       |                  |   |      
|                                |  | $             | 8,785 |                  | $ | 7,809
|                                |  |               |       |                  |   |      



15



---

##### Table of Contents

Shopping.com Ltd.

Notes to Consolidated Financial Statements (Unaudited)

U.S. dollars in
thousands (except share and per share data)



|8. | Contingencies
|-- | -------------



Indemnifications



The Company enters into various indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company typically
indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally its business partners or customers, in connection with (among other things) any patent, copyright or other
intellectual property infringement claim by any third party with respect to the Companys service offering. The term of these indemnification agreements is generally perpetual any time after execution of the agreement, subject to applicable
statutes of limitations. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unspecified. To date, the Company has not incurred costs to defend lawsuits or settle claims
related to these indemnification agreements.



The Company
also, in accordance with its Articles of Association, indemnifies certain officers and employees for certain events or occurrences, subject to certain limits, while the officer or employee is or was serving at its request in such capacity. The term
of the indemnification period is indefinite. The maximum amount of potential future indemnification is unspecified.



Contingencies



The Company is involved from time to time in routine legal matters in the course of its business. Although the ultimate outcome of these matters is not
presently determinable, management believes that the resolution of these matters will not have a material adverse effect on the Companys consolidated financial position, results of operations or liquidity. Accordingly, no provision with regard
to these matters has been recorded in the Companys financial statements.



On January 19, 2005, a group of former holders of shares of Epinions, Inc. common stock filed a lawsuit in Superior Court of the State of California, County of San Francisco, Nirav Tolia, the Companys former
Chief Operating Officer and a former member of the Companys board of directors, certain members of the board of directors who formerly were members of the Epinions board of directors, certain former holders of Epinions preferred stock, some of
which are our significant shareholders, and the Company. Among other things, plaintiffs claim that they were damaged by alleged misrepresentations and failures to disclose material information, as well as breaches of fiduciary duties in connection
with the Companys April 2003 acquisition of Epinions. The acquisition was consummated following a fairness hearing before the California Department of Corporations and approval by substantial majorities of the Epinions preferred and common
stock. As a result of the acquisition, holders of Epinions preferred stock received shares of the Companys preferred stock and certain Epinions employees that were hired by the Company received options to purchase the Companys ordinary
shares. The Epinions common stock was cancelled without consideration as part of the acquisition. The plaintiffs are seeking rescission of the acquisition or, in the alternative, to be paid damages. The plaintiffs are also seeking to recover
punitive damages and to impose a constructive trust on misappropriated property, among other remedies. The Company believes that the allegations of this lawsuit are without merit and intends to defend vigorously against this matter.



After the initial filing of the registration statement for the
Companys initial public offering, the conversion ratios of the Companys Series D and Series E Shares were changed. The largest holder of Series D Shares and the principal holder of Series E Shares offered to release the Company from its
agreement not to consummate an initial public offering at a price per share below $16.00 without the consent of those two holders, if the Company and the shareholders agreed to modify the conversion ratios of the Series D and Series E preferred
shares to cause the issuance of more ordinary shares to all holders of those series of preferred shares upon their automatic conversion in the Companys initial public offering at prices below $16.00 per share. That amendment was implemented
after approval by the Companys board of directors and shareholders. If that amendment constituted an offer and sale of securities in of the federal and state securities laws, the holders of Series D and Series E Shares may have rights to bring
claims against the Company for rescission rights or damages. The value of the consideration surrendered by the shareholders in exchange, and therefore the magnitude of any related claim for rescission or damages, is uncertain. One measure of
rescission or damages is the value of the consideration surrendered by former holders of Series D or Series E Shares; assuming that value is equivalent to the value of the additional ordinary shares ultimately issued as a result of the amendment,
the Company estimates that value would be up to approximately $7.2 million plus interest (assuming a $18.00 per share initial public offering price). However, the Company cannot offer any assurance that the extent of its exposure to claims would be
limited to this amount, or calculated according to these assumptions. Accordingly, the Company has not recorded any provision with regard to these potential claims.



16



---

##### Table of Contents

ITEM 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Caution Regarding Forward-Looking Statements



The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are based on our managements beliefs and assumptions and on information currently available to our
management. Forward-looking statements include, but are not limited to, statements regarding:



| |  |  | future results of operations, including statements regarding revenue mix, cost of revenues, investment in research and development activities, promotion of our service through
performance-based advertising and other programs, changes to our disclosure controls and internal control over financial reporting, trends in our operating expenses and provision for income taxes, increased costs associated with being a public
company, and stock-based compensation expenses;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | business strategies, including any expansion into new products, categories or countries, and investments to enhance our technology and the content presented on our service;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | financing plans, including the adequacy of financial resources to meet future needs;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | industry environment, including our relationships with our significant customers;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | exposure to potential liabilities resulting from claims against us, fines or penalties;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the anticipated impact on our business and financial results of recent and future acquisitions;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | potential growth opportunities;
| | - |  | -------------------------------



| |  |  | the effects of competition and seasonality; and
| | - |  | -----------------------------------------------



| |  |  | possible or assumed tax status or treatment in any jurisdiction in which we operate.
| | - |  | ------------------------------------------------------------------------------------



We frequently identify our forward-looking statements by using of words such as may, will,
should, potential, continue, expects, anticipates, intends, plans, believes and estimates.



Forward-looking statements involve many risks, uncertainties and assumptions.
Actual results may differ materially from those expressed in the forward-looking statements for a number of reasons, including those appearing under the caption Risks That Could Affect Future Results and elsewhere in this Quarterly
Report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise any forward-looking statements after the date of this report.



Overview



We are a leading online comparison shopping service, attracting more unique visitors monthly than any other comparison shopping website. We help consumers
make informed purchase decisions by enabling them to find the items they are looking for, compare products, prices and stores, and buy from among thousands of online merchants. We were incorporated in Israel in March 1997, and our service was first
available in 1998. In April 2003, we acquired Epinions, Inc., an online shopping service specializing in consumer-generated reviews.



Our service is free for consumers. We generate revenues primarily from merchants and other listings providers that pay us lead referral fees when
consumers click through to merchant websites from listings on our service. We recognize these revenues in the period when the consumer clicks through to the merchant website.



17



---

##### Table of Contents

Merchants use our online Merchant Account Center to indicate the prices they are willing to pay
for each lead referral delivered from our service to their websites. We maintain minimum prices per lead referral for each product category. To increase the prominence of their listings on our service, merchants may increase the prices they are
willing to pay for lead referrals for the top three spots; they can manage this usage on an ongoing basis. In each of the prior three years, less than 5% of our revenues were contingent upon whether the consumer ultimately purchased a product from
the merchant.



To understand our revenue trends, we monitor
total lead referrals to merchants and other listings providers, and the average revenue per lead referral. The volume of our lead referrals and the average revenue per lead referral are influenced by factors such as seasonality, category mix and
structure. A large portion of our lead referral revenue is derived under agreements with one of our listings providers, Google. We display listings from Google advertisers on our service, and Google pays us when our consumers click through to the
Google advertisers websites. In the three months ended March 31, 2004 and 2005, we derived approximately 40% and 44% of our revenues, respectively, from these agreements. Our revenues under these agreements generally depend on the amount
Google charges its advertisers for the lead referrals, which we do not set.



Because Internet commerce is a relatively new and rapidly evolving industry, we occasionally adjust our pricing model in an attempt to maximize our profitability. For example, in April 2004, for many of our product
categories we modified the pricing model for lead referral payments by merchants and the system for prioritizing the display of merchant listings on our service. Under this new model, the first three relevant merchant listings are selected for
display solely based on the amount of lead referral fees paid to us. All remaining relevant merchant listings are ordered based on a combination of product price and trustworthiness of store, with the first of these merchant listings designated a
Smart Buy. The lead referral fees the merchants are willing to pay us for these remaining merchant listings do not affect the order of presentation on our service. For the first four merchant listings displayed, we charge the lead
referral fee that each merchant has indicated it is willing to pay us. For the remaining merchant listings displayed, we charge the minimum category listing fee, without regard to the listing fee the merchants may be willing to pay. Before this
change, we prioritized merchant listings in all product categories according to a variety of factors, principally the amount paid to us, and charged each merchant the amount that merchant had indicated it was willing to pay us for its listing,
regardless of the placement of the merchants listing on our service. We still apply this method to those product categories not affected by the new pricing model. While we believe that this change, and other changes we make from time to time,
will be beneficial for our business, we cannot be certain what effect, if any, they actually will have for our results in any future period.



We also generate revenues from banner and sponsorship advertising on our websites. Our banner and sponsorship advertising revenues consist of fees for
online advertising and sponsorship of areas on our web pages. These revenues are derived principally from short-term advertising contracts in which we agree to provide a specified number of impressions over a specified period of time. An impression
occurs each time an advertisement is displayed on one of our web pages. We recognize these revenues in the period when the impressions are delivered. Banner and sponsorship advertising revenues comprised 7% and 6% of total revenues for the first
three months of 2004 and 2005, respectively, and we believe that these revenues will continue to comprise less than 10% of our total revenues.



Our business is subject to seasonal fluctuations. In particular, we generate a disproportionate amount of our revenues in the fourth quarter of the
calendar year. We also typically experience increases in revenues during other shopping-related seasonal events, such as post-holiday January sales, Fathers Day, graduation and back-to-school. We anticipate that our revenues will continue to
be subject to seasonality and therefore our financial results will vary significantly from period to period. If that seasonal pattern were to be disrupted for any reason, our revenues and financial results could be harmed.



Our revenues from U.K. operations were approximately $3.3 million, or 16% of
revenues, in the three months ended March 31, 2004 and $4.4 million, or 15% of revenues, in the three months ended March 31, 2005. We plan to continue to invest significantly in our international operations, specifically in France and Germany over
the next year.



18



---

##### Table of Contents

Our principal operating expenses have consisted of personnel and marketing costs. Personnel expenses
consist of salaries, benefits and incentive compensation for our employees. These expenses are categorized in our statement of operations based on each employees principal function. Marketing expenses consist of programs designed to attract
consumers and merchants to our service. The largest component of these expenses is comprised of online performance-based advertising designed to increase the number of consumers who visit our websites. A significant number of our consumers have been
referred through keyword purchases from a small number of sources, including Google and Overture Services, Inc.



Beginning in the fourth quarter of 2004, and ongoing, we have incurred additional general and administrative expenses related to operating as a public
company, such as increased legal and accounting expenses, the cost of establishing an investor relations function and higher insurance premiums.



In April 2003, we completed our acquisition of Epinions, Inc., an online shopping service specializing in consumer-generated reviews. The acquisition
enabled us to provide consumers and merchants with a more complete comparison shopping service. In the acquisition, Epinions, Inc. merged with one of our wholly-owned subsidiaries, and we issued approximately 27.9 million preferred shares and
options to purchase approximately 1.3 million ordinary shares, which we valued at $30.5 million, net of capitalized transaction costs of $0.4 million, at the time of the acquisition. We accounted for this acquisition under the purchase method.



Our functional currency is the U.S. Dollar. However, a
significant portion of the costs associated with our Israeli operations is incurred in New Israeli Shekels. The functional currency of our U.K. subsidiary is the British Pound. The results of our operations are subject to fluctuations in exchange
rates, which are influenced by inflation and interest rate fluctuations. The foreign currency exchange rate effects during the first three months of 2004 and 2005 were not significant to our results of operations. We are not presently engaged in any
transactions intended to manage risks relating to foreign currency exchange rate or interest rate fluctuations, such as hedging transactions. We do not own any market risk sensitive instruments.



Results of Operations



Three Months Ended March 31, 2004 and 2005



Revenues. Our revenues consist primarily of revenues from lead referrals; they also include banner and sponsorship
advertising revenues and a small amount of other revenues. Our revenues were $21.0 million for the three months ended March 31, 2004 and $28.9 million for the three months ended March 31, 2005, including revenues from lead referrals of $19.3 million
and $27.3 million for the three months ended March 31, 2004 and 2005, respectively.



The increases in our revenues reflect growth in the volume of lead referrals to merchants and other listings providers, which rose from 67.7 million in the three months ended March 31, 2004 to 82.3 million in the
three months ended March 31, 2005, and average revenues per lead referral of $0.286 and $0.332 for the three months ended March 31, 2004 and 2005, respectively. The increase in lead referral revenues was caused by a higher volume of lead referrals
as a result of greater consumer usage. Revenues per lead referral principally increased as a result of the Company increasing the minimum price per lead referral in April 2004 and February 2005. We anticipate seasonal fluctuations in our minimum
price per lead referral, including a planned summer decrease and a planned increase in the fourth quarter 2005.



Banner and sponsorship advertising revenues remained relatively flat at about $1.6 million, for the three months ended March 31, 2004 and 2005. We believe
that banner and sponsorship advertising revenues will continue to comprise less than 10% of our total revenues in the future.



Our revenues from operations outside of the United States were approximately $3.3 million, or 16% of revenues, in the three months ended March 31, 2004
and $4.4 million, or 15% of revenues, in the three



19



---

##### Table of Contents

months ended March 31, 2005. We launched our French website on March 31, 2005, but it did not contribute to revenues during the quarter. We plan to continue
to invest in our international operations.



Cost of
revenues. Cost of revenues primarily consists of hosting costs, which are co-location charges and support for our website equipment, bandwidth, depreciation and personnel expenses of the related employees. Cost of revenues also includes fees
associated with serving and tracking advertising impressions on our websites. Cost of revenues was $1.1 million in the three months ended March 31, 2004 and $1.5 million in the three months ended March 31, 2005. The increase was due to a 26%
increase in the personnel required to support our service, an increase in depreciation due the purchase of additional equipment last year and in the first quarter of 2005 and a 59% increase in hosting and capacity expenses associated with the
expansion of our co-location facilities to support our growth in consumer usage and product listings. As a percentage of revenues, cost of revenues increased slightly from 5.2% to 5.3%. We anticipate cost of revenues will increase in absolute
dollars as consumer visitation increases and we expand our service geographically.



Research and development. Research and development expenses consist of personnel and related expenses of research and development teams in Israel and the United States. They also include related supplies and
equipment costs, including depreciation. Our research and development expenditures were $2.5 million in the three months ended March 31, 2004 and $3.1 million in the three months ended March 31, 2005. The increase in research and development
expenditures resulted from the increase in personnel and related expenses as a result of increased headcount and consultants. Because research and development is an important component of our strategy, we expect to continue to invest in these
activities. As a result, we expect that research and development expenses for the rest of fiscal 2005 will be higher than the comparative periods in fiscal 2004 in absolute dollars.



Sales and marketing. Sales and marketing expenses consist of the costs of our marketing programs and personnel and
related costs for our sales and marketing teams. Our marketing efforts consist primarily of online performance-based advertising campaigns and distribution agreements under which we display our service on other parties websites. We depend on
these efforts to attract consumers to our service. Our sales and marketing expenses were $10.4 million in the three months ended March 31, 2004 and $16.7 million in the three months ended March 31, 2005. Included in these expenses are advertising
costs of $8.1 million and $13.4 million for the three months ended March 31, 2004 and 2005, respectively, principally reflecting increased visits to our service [site; increased consumer usage?]. Personnel and related expenses increased from $2.3
million for the three months ended March 31, 2004 to $3.3 million for the three months ended March 31, 2005, reflecting principally higher headcount and marketing expenses. As a percentage of revenues, sales and marketing expenses increased from 50%
for the three months ended March 31, 2004 to 58% for the three months ended March 31, 2005. Because our marketing efforts are necessary to promote our brand and expand our business, we expect to continue to invest in these activities. As a result,
we expect that sales and marketing expenses for the rest of fiscal 2005 will be higher than the comparative periods in fiscal 2004 in absolute dollars.



General and administrative. General and administrative expenses consist of general corporate costs, including personnel expenses of employees
involved in finance, accounting, human resources and legal, rent, insurance, bad debts and depreciation. Our general and administrative expenses were $2.4 million in the three months ended March 31, 2004 and $3.8 million in the three months ended
March 31, 2005. The increase in general and administrative expense primarily resulted from the increase in finance, human resource and other administrative headcount and related expenses. As a result, general and administrative expenses increased
from 11% of revenues for the three months ended March 31, 2004 to 13% for the three months ended March 31, 2005. We expect that we will incur additional legal expenses associated with litigation (see Part II, Item 1, Legal Proceedings, for more
information regarding ongoing litigation) as well as accounting costs in order to comply with regulatory reporting requirements and other additional costs associated with being a public company, such as establishing an investor relations function
and higher insurance premiums.



Stock-based
compensation. We recorded stock based compensation expense of $2.0 million for the three months ended March 31, 2004 and $0.4 million for the three months ended March 31, 2005. Our



20



---

##### Table of Contents

stock based compensation expense is comprised of a number of components, as more fully described below.



We have elected to follow the intrinsic value-based method prescribed by APB
25 for all stock options granted to our employees. For financial reporting purposes and in anticipation of our initial public offering, we determined that the estimated value of the ordinary shares underlying the stock options granted to employees
during the period beginning in August 2003 and thereafter was in excess of the exercise price of these stock options, which was deemed to be the fair market value as of the dates of grant. For the three months ended March 31, 2004 and 2005, the
amortization of this component of deferred stock compensation was approximately $0.3 million and $0.6 million, respectively.



In addition, during the third quarter of 2003, we cancelled options to purchase 1,136,951 shares and issued 947,423 restricted ordinary shares subject to
vesting. As a result of the issuance of the restricted shares, we recorded deferred stock compensation of $1.9 million, based on the difference between the value of the restricted shares on the grant date and the consideration received from the
employees. This amount is being amortized as stock-based compensation over the vesting periods for these restricted ordinary shares, which are the same as the vesting periods of the cancelled stock options. During the three months ended March 31,
2004 and 2005, we recorded $0.1 million and $25,000, respectively, of non-cash compensation expense relating to the vesting of these restricted shares.



We recorded additional deferred stock compensation as a result of the cancellation of stock options in 2003 that were reissued within six months of the
cancellation. We will incur a charge for compensation expense or a reversal of a charge in connection with variable accounting for these stock options, depending on the market price of our ordinary shares at the end of each reporting period, until
those options are exercised, forfeited or expire. We expensed $1.2 million and reversed $1.0 million of expense of this component of deferred stock compensation, which represented the vested portion of these stock options, during the three months
ended March 31, 2004 and 2005, respectively.



During the three
months ended March 31, 2004, we accelerated the vesting of 22,500 stock options that were issued to a former employee who passed away in February 2004. As a result, we recorded $0.4 million of stock-based compensation based on the deemed fair value
of the underlying ordinary shares on the date of acceleration.



During the second quarter of 2004, the Company issued an option to purchase 1,250 ordinary shares to a consultant that vest over four years. In addition, in the three months ended March 31, 2005, we issued an option to purchase 62,500
ordinary shares to an advisor of the Company that were fully vested at the date of grant. Stock based compensation arrangements to non-employees are accounted for in accordance with SFAS No. 123 and EITF 96-18, which requires that these stock
options are recorded at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying stock options vest. In connection therewith, the Company recognized stock-based
compensation of $0.8 million in the three months ended March 31, 2005.



Amortization. As part of the purchase price accounting relating to the acquisition of Epinions, Inc., we identified certain intangible assets, consisting of acquired review content, software technology and corporate trade name that
are being amortized on a straight-line basis over their estimated useful lives of two years. During each of the three months ended March 31, 2004 and 2005, we recorded $0.2 million of amortization expense relating to these identified intangible
assets. We did not record any impairment of our goodwill or other intangible assets.



Restructuring and other charges. In September 2003, we relocated our headquarters to Brisbane, California. The plan principally impacted our New York and Israel offices and was mostly completed during 2003.
During the three months ended March 31, 2004, we recorded a charge of $0.3 million, consisting of $19,000 of severance costs and $0.3 million of relocation costs. Further details regarding the components of this expense can be found in Note 5 of the
notes to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.



21



---

##### Table of Contents

Interest and other income (expense), net. Interest and other income, net includes interest income
on our cash accounts, finance expenses and fees, and foreign exchange rate gains and losses. Net interest income increased from $0.2 million for the three months ended March 31, 2004 to $0.7 million for the three months ended March 31, 2005. The
increase from 2004 to 2005 is attributable to interest income earned on our cash balances offset by foreign exchange losses related to intercompany balances.



Provision for income taxes. We recorded a nominal provision for income taxes in 2004 and 2005 that is principally attributable to minimum corporate
taxes. We offset our remaining taxable income through the utilization of net operating loss carryforwards. We expect our net operating loss carryforwards to offset income in future years, and that our Approved Enterprise status in Israel will limit
our provision for income taxes in the next few years.



Liquidity and Capital
Resources



We had unrestricted cash and cash equivalents
of $30.9 million and $47.0 million as of March 31, 2004 and March 31, 2005, respectively. In addition we had marketable securities of $0.0 million and $95.8 million at March 31, 2004 and March 31, 2005, respectively. As of March 31, 2004 and March
31, 2005, we had approximately $0.2 million and $0.1 million, respectively, of cash deposits that were pledged as collateral for certain outstanding standby letters of credit issued in connection with our office lease and that, accordingly, we
segregated and recorded as restricted cash.



Cash generated
from operations was approximately $4.7 million and $3.5 million in the three months ended March 31, 2004 and 2005, respectively. Operating cash for the three months ended March 31, 2005 resulted primarily from our net income of $3.9 million,
adjusting for non-cash items, including depreciation and amortization of intangible assets of $1.1 million, stock based compensation expense of $0.4 million and non-cash foreign currency losses of $0.3 million.



Accounts receivable decreased $2.1 million from $15.5 December 31, 2004 to
$13.4 March 31, 2005 due to the seasonality of our business that results in large volumes of holiday sales in our fourth quarter compared to our first quarter A similar decrease in accounts receivable occurred for the period December 31, 2003 to
March 31, 2004. Our days sales outstanding from receivables (DSO) increased from 42 days in three months ended March 2004 to 46 days in March 2005.



Accounts payable increased by $82,000 in the quarter ended March 2005 as compared to a decrease of $2 million in the quarter ended March 2004. A decrease
of $4.5 in other liabilities and accrued expenses in the first quarter 2005 was a result of the payout of year end commissions and bonuses and a seasonal decrease in purchases of key words from our fourth quarter offset with an increase in
professional fees.



Cash used in investing activities was $0.3
million in the first quarter of 2004 as compared to $15.9 million in the first quarter of 2005. The cash used in investing activities in the first quarter of 2004 was primarily due to the purchase of property and equipment and the capitalization of
software offset by a decrease in restricted cash. Cash used in investing activities in the first quarter of 2005 was primarily due to the purchase of marketable securities of $14.0 million and the purchase of property and equipment and the
capitalization of software of $2.0 million.



Cash generated
from financing activities was $0.8 million in the first quarter of 2004 as compared to $0.5 million for the first quarter of 2005. The cash provided by financing activities in the quarter ending March 2004 was driven by proceeds from the exercise of
stock options, compared to the quarter ending March 2005, which was driven by proceeds from the purchase of the employee stock purchase plan and the exercise of options.



Our capital requirements depend on many factors, including market acceptance of our service, the resources we devote to
developing, marketing and selling our service, the timing and extent of deploying additional services, the extent and timing of investments and other factors. We expect to devote substantial capital resources to expand our product development and
marketing organizations, to expand marketing programs, to expand internationally and for other general corporate activities. Based on current levels of



22



---

##### Table of Contents

operations and planned growth, we expect that our available funds and anticipated cash flows from operations, together with the proceeds from our initial
public offering that was completed in October 2004, will be sufficient to meet our expected needs for working capital and capital expenditures for at least the next 12 months. Thereafter, if we do not have sufficient cash available to finance our
operations, we may be required to obtain additional public or private debt or equity financing. We cannot be certain that additional financing will be available to us on favorable terms when required or at all. If we are unable to raise sufficient
funds, we may need to reduce our planned operations and expansion activities; however, we believe that available funds and anticipated cash flows from operations, will be sufficient to meet our working capital and operating expense requirements for
at least the next 12 months.



Effective Corporate Tax Rate



Our corporate tax rate reflects a mix of the U.S. statutory tax rate on
our U.S. income and the Israeli tax rate discussed below, as well as the tax rates of other jurisdictions in which we have operations and conduct business.



Generally, Israeli companies are subject to corporate tax on taxable income. The corporate tax rate was reduced in July 2004, from 36% to 35% for the 2004
tax year, 34% for the 2005 tax year, 32% for the 2006 tax year and 30% for the 2007 tax year and thereafter. We have been granted Approved Enterprise status in Israel under the Law for the Encouragement of Capital Investments, 1959, for our
investment program. As a result of this status, we expect to enjoy an exemption from Israeli corporate taxes on income derived from our approved investment program during the first two years that our investment program produces taxable income after
utilization of our Israeli net operating losses, provided that we do not distribute that income as a dividend. In addition, we expect to enjoy a reduced Israeli corporate tax rate of 10% to 25% during the five to eight years following the tax
exemption period. However, we will not be able to enjoy these benefits beyond the earlier of (a) 12 years from the commencement of production by the relevant investment program or (b) 14 years from receipt of the approval. We recorded taxable income
in Israel for the first time during the year ended December 31, 2003, which was offset by tax loss carryforwards, and therefore, we have not yet begun to use the tax benefits for which we are eligible.



Recent Accounting Pronouncements



In December 2004, the FASB issued FAS 123R, which replaced FAS 123 and
superseded APB 25. FAS 123R requires the measurement of all employee share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our consolidated statements of
income. The accounting provisions of FAS 123R are effective for fiscal years beginning after June 15, 2005. We are required to adopt FAS 123R in the first quarter of fiscal 2006. The pro forma disclosures previously permitted under FAS 123 no longer
will be an alternative to financial statement recognition. See Stock-Based Compensation above for the pro forma net income and net income per share amounts, for the first quarters of fiscal 2005 and 2004, as if we had used a
fair-value-based method similar to the methods required under FAS 123R to measure compensation expense for employee stock incentive awards. Although we have not yet determined whether the adoption of FAS 123R will result in amounts that are similar
to the current pro forma disclosures under FAS 123, we are evaluating the requirements under SFAS 123R and expect the adoption to have a significant adverse impact on our consolidated statements of income and net income per share.



In December 2004, the FASB issued FAS 109-1. The AJCA introduces a special 9%
tax deduction on qualified production activities. FAS 109-1 clarifies that this tax deduction should be accounted for as a special tax deduction in accordance with FASB Statement 109. We do not expect the adoption of these new tax provisions to have
a material impact on our consolidated financial position, results of operations or cash flows.



In December 2004, the FASB issued FAS 109-2. The AJCA introduces a limited time 85% dividends received deduction on the repatriation of certain foreign earnings to a U.S. taxpayer (repatriation provision), provided
certain criteria are met. We do not expect the adoption of these new tax provisions to have a material impact on our consolidated financial position, results of operations or cash flows.



23



---

##### Table of Contents

RISKS THAT COULD AFFECT FUTURE RESULTS



Investing in our ordinary shares involves a high degree of risk. You should carefully consider the following risks, as well as the other information in this report, before deciding whether to invest in our ordinary shares. If any of the
following risks actually occur, our business, financial condition, results of operations and liquidity could suffer. In that event, the trading price of our ordinary shares could decline and you might lose all or part of your investment.



Risks Related to Our Business



The rapid evolution of our industry makes it difficult for investors to evaluate our
business prospects, and may result in significant declines in our share price.



Our service has been available since 1998. Since that time, Internet commerce has grown rapidly and consumer usage patterns have continually evolved. During this period, many businesses related to Internet commerce
have failed, and many new comparison shopping services have been introduced and some have failed. Because Internet commerce is a young industry and comparison shopping is a new business sector, we have made frequent changes in our websites and other
aspects of our business operations. Some of the special risks we face in our rapidly-evolving industry are:



| |  |  | the new and unproven nature of our Shopping.com brand;
| | - |  | ------------------------------------------------------



| |  |  | delays and obstacles to enhancing our service to meet evolving demands;
| | - |  | -----------------------------------------------------------------------



| |  |  | difficulties in forecasting trends that may affect our operations;
| | - |  | ------------------------------------------------------------------



| |  |  | challenges in attracting and retaining consumers and merchants;
| | - |  | ---------------------------------------------------------------



| |  |  | significant dependence on a small number of revenue sources;
| | - |  | ------------------------------------------------------------



| |  |  | Evolving industry demands that require us to adapt our pricing model from time to time; and
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | adverse technological changes and regulatory developments.
| | - |  | ----------------------------------------------------------



If we are unable to meet these risks and difficulties as we encounter them, our business, financial condition, results of operations and liquidity may
suffer.



Our financial results are likely to fluctuate significantly from
quarter to quarter, which makes them difficult to predict and could result in significant variations in our share price.



Our quarterly financial results have fluctuated significantly in the past and are likely to fluctuate significantly in the future. As a result, you should
not rely upon our quarterly financial results as indicators of future performance. Our financial results depend on numerous factors, many of which are outside of our control, including:



| |  |  | seasonal fluctuations in consumer shopping and merchant advertising;
| | - |  | --------------------------------------------------------------------



| |  |  | the number of consumer visits to our service and subsequent lead referrals;
| | - |  | ---------------------------------------------------------------------------



| |  |  | changes in the lead referral fees that merchants are willing to pay;
| | - |  | --------------------------------------------------------------------



| |  |  | the costs of attracting consumers and merchants to our service, including advertising costs;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | the timing and amount of international expansion costs;
| | - |  | -------------------------------------------------------



| |  |  | the introduction of new consumer and merchant offerings;
| | - |  | --------------------------------------------------------



| |  |  | the loss of one or more of our merchants or other listings providers;
| | - |  | ---------------------------------------------------------------------



24



---

##### Table of Contents

| |  |  | system failures, security breaches or Internet downtime;
| | - |  | --------------------------------------------------------



| |  |  | difficulty in upgrading our information technology systems and infrastructure;
| | - |  | ------------------------------------------------------------------------------



| |  |  | fluctuations in currency exchange rates; and
| | - |  | --------------------------------------------



| |  |  | the costs of acquisitions and risks of integration of acquired businesses.
| | - |  | --------------------------------------------------------------------------



Many of our expenses are fixed in the short term and determined based on our investment plans and estimates of future revenues. We expect to incur
significant new expenses in developing our technology and service offerings, as well as in advertising and promotion to attract and retain consumers and merchants, before generating associated revenues. We may be unable to adjust our expenditures
quickly enough to compensate for any unexpected revenue shortfall. For these or other reasons, our financial results in future quarters may fall below the expectations of management or investors and the price of, and long-term demand for, our
ordinary shares could decline.



We typically generate a
disproportionately high amount of our revenues in the fourth quarter of each year. If that seasonal pattern were to be disrupted for any reason, our revenues and financial results for that year could be harmed, resulting in a decline in our share
price.



We may incur losses in future periods, which could reduce investor
confidence and cause our share price to decline.



We had a
history of losses prior to 2003, and we may incur losses again. We had net losses of $72.9 million in 2001 and $5.1 million in 2002. We expect to continue to increase our sales and marketing expenses, research and development expenses, and general
and administrative expenses, and we cannot be certain that our revenues will continue to grow at the same pace, if at all. If our revenue growth does not continue, we may experience a loss in future periods, which could cause our share price to
decline.



Approximately 44% of our revenues in the three months ended March
31, 2005 came from Google, which also competes with us, and a change in this relationship could harm our business.



In August 2002, we entered into the first of three agreements with Google to participate in its sponsored links program. Under each of these agreements,
we display merchant listings from Googles advertisers on the Featured Resources section of our service, and we generate revenues when consumers click through these listings to the Google advertisers websites. In the first
three months of 2005, we derived approximately 44% of our revenues under these agreements. The agreement under which most of our revenues from Google are derived accounted for approximately 30% of our 2005 revenues and expires in April 2006. We have
a second agreement with Google relating to our U.K. subsidiary, which expires in October 2005, and which accounted for approximately 5% of our first quarter 2005 revenues. We have a third agreement with Google, originally entered into by Epinions,
Inc., that expires in May 2006 and accounted for approximately 9% of our first quarter 2005 revenues.



Google operates a search engine for finding products for sale online, called Froogle, that competes with Shopping.com. Google could decide in
the future that it prefers not to do business with us due to the competitive nature of our services. In that event, Google could decide not to renew its current agreements with us when they expire, or it could decide to offer renewal terms that are
less favorable to us than the terms of our current agreements. In either case, we could experience a significant decline in our revenues and the value of your investment could decline.



If we fail to grow the number of consumers and merchants that use our service, our financial results will suffer.



Our relationships with consumers and merchants are mutually dependent. We
believe consumers will not use our service unless we offer extensive product listings from merchants and that merchants will not use our service unless consumers actively use it to purchase products from them. It is difficult to predict the degree
to which consumers and merchants will use our service in the future. Consumers who dislike



25



---

##### Table of Contents

changes to our service may stop using it, and merchants who dislike the quality of lead referrals that we send to them may cease to use our service or reduce
overall spending for our service. Additionally, merchant attrition or reductions in merchant spending could reduce the comprehensiveness of the listings presented on our service, which could lead to fewer consumers using our service. The top three
relevant merchant listings that we display in our response to a consumer query in some product categories are selected based on the amount paid by these merchants to us. As a result, consumers may perceive our service to be less objective than those
provided by other online shopping solutions. Failure to achieve and maintain a large and active base of consumers and merchants using our service could reduce our revenues and profitability.



We face intense competition that could harm our financial performance.



The business of providing comparison shopping services is highly
competitive. Any service that helps consumers find, compare or buy products or services is a competitor to us. Our competitors may be categorized as focused comparison shopping websites, search engines and portals, online retailers, and other
specialized shopping services and publications, such as the following:



| |  |  | Focused comparison shopping websites. Several companies focus exclusively on providing comparison shopping services. In this group, our principal competitors are Shopzilla
(formerly Bizrate), mySimon, NexTag and PriceGrabber in the United States, and Kelkoo in Europe (which was recently acquired by Yahoo!). We believe that many of these companies have specific competitive advantages over us. For example, Shopzilla
specializes in merchant reviews and PriceGrabber specializes in computers and consumer electronics categories.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Search engines and portals. Search engines and portals serve as origination websites for consumers to find products. Many have large audiences of visitors, consumers and
merchants, established brand recognition, loyal users, and significant financial resources and personnel at their disposal. We rely on search engines for a substantial portion of the consumers visiting our websites. Yahoo! provides a service similar
to ours, and Google has developed a search engine for finding products for sale online. If these search engines were to change their algorithms or otherwise restrict the flow of consumers visiting our websites, our financial results would suffer.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Online retailers. Online retailers serve as destination websites from which consumers directly buy products. They are skilled at building customer loyalty and generating
repeat business. Consumers may bypass our service in favor of going straight to retailer websites. This risk is compounded because several of these online retailers, such as Amazon.com and eBay, are also our customers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Competition may limit our growth and increase our costs of doing business.
Many of our competitors have significantly longer operating histories, larger and broader customer bases, and greater technical expertise, brand recognition and online commerce experience. Many of our competitors have greater financial resources
than we do to invest in marketing and promotional campaigns, attracting consumers and merchants, and hiring and retaining key employees. If we are to remain competitive, we must invest substantial resources in our business with no assurance of any
additional revenues. If consumers and merchants forego the use of our service for those of our competitors, our revenues and financial results would suffer.



We are subject to litigation arising out of our acquisition of Epinions, Inc., which will likely be costly and could have a material adverse effect on our business and
the trading price of our ordinary shares.



On January 19,
2005, a group of former holders of shares of Epinions, Inc. common stock filed a lawsuit in Superior Court of the State of California, County of San Francisco, against us, Nirav Tolia, the former Chief Operating Officer and a former member of our
board of directors, certain members of our board of directors who formerly were members of the Epinions board of directors, and certain former holders of Epinions preferred stock, some of which are significant shareholders of Shopping.com. Among
other things, plaintiffs claim that they were damaged by alleged misrepresentations and failures to disclose material information, as well as breaches of fiduciary duties in connection with our April 2003 acquisition



26



---

##### Table of Contents

of Epinions. The acquisition was consummated following a fairness hearing before the California Department of Corporations and approval by substantial
majorities of the Epinions preferred and common stock. As a result of the acquisition, holders of Epinions preferred stock received shares of our preferred stock and some Epinions employees that we hired received options to purchase our ordinary
shares. The Epinions common stock was cancelled without consideration as part of the acquisition. The plaintiffs are seeking rescission of the acquisition or, in the alternative, to be paid damages. The plaintiffs are also seeking to recover
punitive damages and to impose a constructive trust on misappropriated property, among other remedies. We believe that the allegations of this lawsuit are without merit and we intend to defend vigorously against this matter.



Dealing with this litigation is costly. In addition, our management could be
required to spend a considerable amount of time attending the litigation. Any damages for which we may be liable as a result of the litigation, or any settlement which we may enter in order to resolve the litigation, may require us to spend a
material amount of funds or to issue new securities. If we were to issue any new shares as compensation to the claimants, there would be an immediate dilution in the value of other outstanding ordinary shares, and that dilution could be significant.
As a result, this litigation could have a material adverse effect on our business, results of operations, financial condition or liquidity and upon the value of your investment in us.



Our plans for international expansion could fail as a result of risks associated with international operations.



Expanding our international operations in France and Germany will require
management attention and resources, and will engage us in competition with local companies that are better established and more familiar with the preferences of consumers and merchants in those markets than we are. In addition, the risks we will
face in expanding our business internationally include:



| |  |  | online shopping might not be sufficiently popular with consumers and merchants in different countries;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | we might be unable to customize our website to conform to local market preferences;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | costs required to customize our product catalog for different countries might be high;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | regulatory requirements in different countries might restrict some product offerings;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | governments might impose taxes, tariffs or other limitations on Internet access or transactions;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | foreign operations could require significant management attention;
| | - |  | ------------------------------------------------------------------



| |  |  | foreign currency exchange rates will fluctuate;
| | - |  | -----------------------------------------------



| |  |  | protection of intellectual property rights may be weaker in some countries;
| | - |  | ---------------------------------------------------------------------------



| |  |  | technological infrastructures, such as access to broadband, might be less developed in some countries;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | we might experience longer payment cycles and greater collection problems; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | political instability in some countries might disrupt our business.
| | - |  | -------------------------------------------------------------------



Any of these risks could have a material adverse effect on our international operations and could affect the profitability of those operations or even
cause their total failure, resulting in the loss of our investment. In such events, our business, results of operations, financial condition or liquidity would suffer.



27



---

##### Table of Contents

The loss of a significant number of merchants could harm our business by reducing our revenues and by making our
service less attractive to users.



Although merchants
enter into contracts with us when they enroll in our service, they are not required to pay us any minimum amounts, or to list a minimum number of products. Merchants are entitled to a refund of any unused prepaid amounts, which amounted to $1.3
million as of the period ended March 31, 2005, and they may terminate their agreements with us at any time. If a large number of our merchants were to cancel or significantly reduce the number of their product listings, the quality of the shopping
experience we offer consumers would decline, leading to a reduction in the number of consumers using our service, harming our business and financial results.



Spending to develop and maintain the Shopping.com brand is costly and does not assure future revenues.



Many competing online shopping services have well-established brands. If we
do not build brand recognition and loyalty with consumers and merchants quickly, we may lose the opportunity to build the large base of loyal consumers and merchants that we believe is essential to our success. In September 2003, we launched our new
website, www.shopping.com, and we have had only a short time to develop recognition of the Shopping.com brand. During the fourth quarter of 2003, we spent approximately $3.8 million on a television advertising campaign to promote our new brand. We
may make significant expenditures for similar promotions in the future, but we have not yet determined the timing or amount of these expenditures. There is no guarantee that this strategy will increase the recognition of our brand. In addition, even
if our brand recognition increases, this may not result in increased use of our service or higher revenues.



We depend on search engines to attract a substantial portion of the consumers who visit our service, and losing these consumers would adversely affect our revenues and financial results.



Many consumers access our service by clicking through on search results
displayed by search engines, such as Google and Yahoo! Search engines typically provide two types of search results, algorithmic listings and purchased listings. Algorithmic listings cannot be purchased, and instead are determined and displayed
solely by a set of formulas designed by the search engine. Purchased listings can be purchased by advertisers in order to attract users to their websites. We rely on both algorithmic and purchased listings to attract and direct a substantial portion
of consumers to our service. Search engines revise their algorithms from time to time in an attempt to optimize their search result listings. When search engines on which we rely for algorithmic listings modify their algorithms, this has, on
occasion, resulted in fewer consumers clicking through to our website, requiring us to resort to other costly resources to replace this traffic, which, in turn, reduces our operating and net income or our revenues, which harms our business. If one
or more search engines on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, or our revenues could decline and our business may suffer.



Recent changes to our pricing model might not succeed in increasing our revenues or might
cause our revenues to decrease, which would harm our results of operations.



Because Internet commerce is a relatively new and rapidly evolving industry, we occasionally adjust our pricing model in an attempt to improve the customer experience. For example, in April 2004, we modified the
pricing model for lead referrals for many of our product categories and the system for prioritizing the display of merchant listings on our service. Under this new model, the first three relevant merchant listings are selected for display solely
based on the amount of lead referral fees we are paid. All remaining relevant merchant listings are ordered based on a combination of product price and store reputation, with the first of these merchant listings designated a Smart Buy.
The lead referral fees that merchants are willing to pay us for these remaining merchant listings do not affect the order of presentation on our service. For the first four merchant listings displayed, we charge the lead referral fee that each
merchant has indicated it is willing to pay us. For the remaining merchant listings displayed, we charge the minimum category listing fee, without regard to the listing fee the merchants may be willing to pay. Before this change, we prioritized
merchant listings in all product categories according to a variety of factors, principally the amount paid to us, and charged each merchant the amount that merchant had indicated it was willing to pay us for its listing, regardless of the placement
of the merchants listing on our service. We



28



---

##### Table of Contents

still apply this method to those product categories not affected by the new pricing model. If these changes to our pricing model do not succeed in increasing
our revenues or cause our revenues to decline, and if we are able to revise our pricing model in time to reverse this trend, our results of operations would be harmed and our stock price could suffer.



If members of the Epinions community cease to provide us with reviews or remove their
content from our service, the number of consumers using our service and our revenues could decline.



Our service contains a significant amount of consumer-generated content, primarily reviews of products, services and merchants. This content is created
for us by members of our Epinions community, many of whom receive nominal payments from us for our use of this content. Our user agreement with Epinions members provides that the member retains the intellectual property rights to this content.
Epinions members may modify or remove their content from our service at any time, and some have done so in the past. A small number of reviewers have produced a substantial portion of the Epinions content. If a large amount of content were to be
removed from our service, it could lower the value of our service to consumers and harm our business. In addition, though we provide tools to allow the community to rate the helpfulness of reviews, we do not approve, edit or modify any
consumer-generated content on our service. Epinions members have, in the past, submitted profane or other undesirable content, which could offend our consumers or merchants. If Epinions members cease authoring reviews or if the quality of their
reviews deteriorates, the number of consumers using our service could decline, which could result in a decrease in revenues, adversely impacting our results of operations.



Our transfer pricing procedures may be challenged, which may subject us to higher taxes or penalties and adversely affect our earnings.



Transfer prices are prices that one company in a group of
related companies charges to another member of the group for goods, services or use of property. If two or more affiliated companies are located in different countries, the tax laws or regulations of each country generally will require that transfer
prices be the same as those between unrelated companies dealing at arms length. We have operated pursuant to oral and, as of May 2004 with respect to some arrangements with our U.S. subsidiary and as of September 2004 with respect to some
arrangements with our U.K. subsidiary, written transfer-pricing agreements that establish the transfer prices for transactions between Shopping.com Ltd. and our U.S. and U.K. subsidiaries. However, our transfer pricing procedures are not binding on
applicable tax authorities. No official authority in any country has made a determination as to whether or not we are operating in compliance with its transfer pricing laws. If tax authorities in any of these countries were to challenge our transfer
prices successfully, they could require us to adjust our transfer prices and thereby reallocate our income to reflect these transfer prices. A reallocation of income from a lower tax jurisdiction to a higher tax jurisdiction would result in a higher
tax liability for us. In addition, if the country from which the income is reallocated does not agree with the reallocation, both countries could tax the same income, resulting in double taxation. Changes in laws and regulations may require us to
change our transfer prices or operating procedures. If tax authorities were to allocate income to a higher tax jurisdiction, subject our income to double taxation or assess penalties, it would result in a higher tax liability for us, which would
adversely affect our earnings and liquidity.



Non-Israeli tax authorities
may tax some or all of Shopping.com Ltd.s income, which would adversely affect our earnings.



Shopping.com Ltd. Is incorporated in Israel and conducts business operations within Israel. Its income is subject to Israeli income tax. The majority of
Shopping.com Ltd.s management is based in the United States. We have endeavored to structure our business so that all of our U.S. operations are carried out by our U.S. subsidiaries and all of our U.K. operations are carried out by our U.K.
subsidiary. Our U.S. subsidiaries are subject to U.S. income tax and our U.K. subsidiary is subject to U.K. income tax. Under tax treaties between Israel and the United States and between Israel and the United Kingdom, Shopping.com Ltd.s
business income is not subject to tax in either the United States or the United Kingdom to the extent that it is not attributable to a permanent establishment located in either of these countries. Shopping.com Ltd. Has filed its tax returns on the
basis that it does not have a permanent establishment for tax purposes in the United States or in the United Kingdom and that it is not engaged in a U.S. business. U.S. tax law does



29



---

##### Table of Contents

not clearly define activities that constitute being engaged in a U.S. business or a permanent establishment. The Internal Revenue Service could contend that
some or all of Shopping.com Ltd.s income should be subject to U.S. income tax (at the regular corporate rates, plus additional branch profits taxes) or subject to U.S. withholding tax. Similarly, tax authorities in other
jurisdictions could contend that some or all of Shopping.com Ltd.s income should be subject to income tax in those other jurisdictions. If Shopping.com Ltd.s income is subject to taxes in jurisdictions outside of Israel, it will
adversely affect our earnings and liquidity.



The Israeli Approved
Enterprise tax benefits for which we qualify require us to meet specific conditions; if we fail to meet these conditions or if the programs are modified or terminated, these tax benefits could be terminated or reduced, which would increase our
taxes and lower our earnings and liquidity.



To maintain
our qualification as an Approved Enterprise under Israeli tax law, we must continue to meet conditions set forth in Israeli law and regulations, including making specified investments in property and equipment and financing a percentage
of our investments with share capital. If we fail to comply with these conditions in the future, the benefits we receive could be cancelled or reduced and we could be required to pay increased taxes or refund the amounts of the tax benefits we
received, together with interest and penalties. The Israeli government may terminate these programs or modify the conditions for qualifications at any time. The expiration date for the Law for the Encouragement of Capital Investments, 1959, under
which the Approved Enterprise program and its benefits are administered, has been extended several times in the past. The expiration date currently in effect is December 31, 2007. Accordingly, requests for new programs or expansions of existing
programs that are not approved on or before December 31, 2007, will not confer any tax benefits, unless the term of the law is extended. In addition, from time to time, we may submit requests for expansion of our Approved Enterprise programs or for
new programs to be designated as Approved Enterprises. These requests might not be approved. The termination or reduction of these tax benefits, or our inability to get approvals for expanded or new programs, could increase our taxes, thereby
reducing our profits or increasing our losses. Additionally, as we increase our activities outside of Israel, our increased activities will not be eligible for inclusion in Israeli tax benefit programs. We recorded taxable income in Israel for in
2003 and 2004, but that income was offset by tax loss carryforwards. Accordingly, we have received no tax benefits to date under the Approved Enterprise tax program.



Capacity constraints and system failures or security breaches could prevent access to our service, which could affect our revenues and
harm our reputation.



Our service goals of performance,
reliability and availability require that we have adequate capacity in our computer systems to cope with the volume of visits to our websites. As our operations grow in size and scope, we will need to improve and upgrade our systems and
infrastructure to offer consumers and merchants enhanced services, capacity, features and functionality. The expansion of our systems and infrastructure will require us to commit substantial financial, operational and technical resources before the
volume of our business increases, with no assurance that our revenues will increase.



If our systems cannot be expanded in a timely manner to cope with increased website traffic, we could experience disruptions in service, slower response times, lower consumer and merchant satisfaction, and delays in
the introduction of new products and services. Any of these problems could impair our reputation and cause our revenues to decline.



Our ability to provide high-quality service depends on the efficient and uninterrupted operation of our computer and communications systems. Our service
has experienced system interruptions from time to time and could experience periodic system interruptions in the future. Our systems and operations also are vulnerable to damage or interruption from human error, natural disasters, power loss,
telecommunication failures, break-ins, sabotage, computer viruses, design defects, vandalism, denial-of-service attacks and similar events. Some of our facilities are located in the San Francisco Bay area, a major earthquake zone. We do not have
full second-site redundancy, a formal disaster recovery plan or alternative providers of hosting services, and outages at our data centers could mean the loss of some or all of our website functionality. Our business interruption insurance, if any,
may not adequately compensate us for losses that



30



---

##### Table of Contents

may occur. Any system failure that causes an interruption in service or decreases the responsiveness of our service could impair our reputation and cause our
revenues to decline.



If we fail to detect and remove fraudulent clicks, we
could lose the confidence of our merchants, thereby causing our business to suffer



Click fraud is an increasing problem for the Internet advertising industry, and we are exposed to the risk of fraudulent clicks on our site. Click fraud occurs when a person or robotic software clicks on a merchant
listing for some reason other than to view the underlying content. We have from time to time credited invoices or refunded revenue to our customers due to click fraud, and we expect to continue to do so in the future. The perpetrators of click fraud
have developed sophisticated methods to evade detection, and we are unlikely to detect and remove all fraudulent clicks from our site. If our fraud detection systems are insufficient, or if we find evidence of past fraudulent clicks, we may have to
issue credits or refunds retroactively to our merchants. This would negatively affect our profitability and hurt our brand. If fraudulent clicks are not detected and removed from our site, the affected advertisers may experience a reduced return on
their investment in our services because the fraudulent clicks will not lead to actual sales for the merchants. This could lead the merchants to become dissatisfied with our service, which could lead to loss of merchants and revenue and could
materially and adversely affect our financial results.



We may not be able
to hire and retain the personnel we need to support and expand our business, which could cause our business to shrink, or slow any expansion.



Our future success depends on our ability to identify, hire, train, retain and motivate highly-skilled executive, technical, sales, marketing and business
development personnel. Our existing key personnel include all of our executive officers and management team. The loss of any member of this team could disrupt our operations until a suitable replacement is found. Competition for highly-skilled
personnel is intense in the technology and Internet markets. The process of locating, training and successfully integrating highly-skilled personnel into our operations can be lengthy and expensive. If we fail to attract, integrate and retain
highly-skilled personnel, our ability to support, expand and manage our business could suffer.



We may be subject to costly litigation arising out of information presented on or collected in connection with our service, and the litigation could have a material adverse effect on our business if decided
adversely.



Claims could be made against us under U.S. and
foreign law for defamation, libel, invasion of privacy, deceptive or unfair practices, fraud, negligence, copyright or trademark infringement, or other theories based on the nature and content of the materials disseminated through our service or
based on our collection and use of information. The law relating to the liability of online companies for information carried on, disseminated through or collected by their services is currently unsettled. Our service includes consumer-generated
reviews from our Epinions website, which includes information regarding the quality of goods, and the reliability of merchants that sell those goods. Similar claims could be made against us for that content. We may be required to reduce exposure to
liability for information disseminated through our service, which could require substantial expenditures and discontinuation of some service offerings. Any such response could materially increase our expenses or reduce our revenues. Our liability
insurance, if any, may not be adequate to indemnify us if we become liable for information disseminated through our service. Any costs incurred as a result of such liability that are not covered by insurance could reduce our profitability or cause
us to sustain losses, which could have a material adverse effect on our business, results of operations, financial condition and liquidity. We may also be subject to claims or regulatory action arising out of the collection or dissemination of
personal, non-public information of users of our service.



We may be subject
to costly intellectual property litigation that could have a material adverse effect on our business if decided adversely.



We could face claims that we have infringed the patent, trademark, copyright or other intellectual property rights of others. From time to time we receive
such claims and we are ordinarily involved in litigation over such claims. Intellectual property litigation is often extremely costly, unpredictable and



31



---

##### Table of Contents

disruptive to business operations. It may not be possible to obtain or maintain insurance covering these risks. Any adverse decision, including an injunction
or damage award entered against us, could subject us to significant liabilities, require us to seek to obtain licenses from others, make changes to our brand, prevent us from operating our business, or cause severe disruptions to our operations or
the markets in which we compete. Any of these developments could harm our reputation, our business and our results of operations.



We may not be able to protect intellectual property rights upon which our business relies, and if we lose intellectual property protection, we may lose valuable
assets.



Our business depends on our intellectual
property, including internally-developed technology and data resources and brand identification by the public, which we attempt to protect through a combination of copyright, trade secret, patent and trademark law and contractual restrictions, such
as confidentiality and proprietary rights agreements. We also depend on our trade names and domain names. We have no patents. Applications we have filed for patent and other intellectual property registration may not result in the issuance of
patents, registered trademarks, service marks or other intellectual property registrations. In particular, if we are not able to obtain a registered trademark for the name Shopping.com, and as a result are not able to protect our brand, our business
could suffer from possible confusion among consumers and merchants, among other things. In addition, our use of unregistered trade names and service marks may not protect us from the use of similar marks by third parties. Intellectual property laws
vary from country to country, and it may be more difficult to protect and enforce our intellectual property rights in some foreign jurisdictions. We have had experiences with other companies using or planning to use a name similar to ours as part of
a company name, domain name, trademark or service mark. In the future, we may need to litigate in the United States or elsewhere to enforce our intellectual property rights or determine the validity and scope of the proprietary rights of others.
This litigation would be expensive and would likely divert the attention of our management.



Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy or otherwise obtain and use our service, technology and other intellectual property, and we cannot be certain that the
steps we have taken will prevent any misappropriation or confusion among consumers and merchants, or unauthorized use of these rights. If we are unable to procure, protect and enforce our intellectual property rights, then we may not realize the
full value of these assets, and our business may suffer.



We may be unable
to protect our Internet domain names, which could decrease the value of our brand.



We have the right to use domain names for website destinations that we use in our business. If we are unable to protect our rights in these domain names, our competitors could capitalize on our brand recognition by
using these domain names for their own benefit. Domain names similar to Shopping.com have been registered in the United States and elsewhere and in most countries the top- level domain name shopping is owned by other parties. We might
not acquire or maintain country-specific versions of the shopping domain name, such as shopping.co.uk in the United Kingdom, shopping.de in Germany or shopping.fr in France. Furthermore, the
relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear and varies from jurisdiction to jurisdiction. We may be unable to prevent third parties from acquiring domain names that
infringe on, or otherwise decrease the value of, our brand, or our trademarks, service marks or other proprietary rights. Protecting and enforcing our intellectual property rights and determining the proprietary rights of others may require
litigation, which could result in substantial costs and divert management attention. We may not prevail if litigation is initiated.



Exchange rate fluctuations between the U.S. Dollar and the New Israeli Shekel or the British Pound may decrease our earnings.



A portion of our revenues and a portion of our costs, including personnel
and some marketing, facilities and other expenses, are incurred in New Israeli Shekels and British Pounds. Inflation in Israel or the United Kingdom may have the effect of increasing the U.S. Dollar cost of our operations in that country. If the
U.S. Dollar declines in value in relation to one or more of these currencies, it will become



32



---

##### Table of Contents

more expensive for us to fund our operations in the countries that use those other currencies. We do not hedge any of our foreign currency risk.



Our acquisitions have been and could be difficult to integrate, disrupt our business,
dilute shareholder value and have a material adverse effect on our operating results.



We have entered into business combinations with other companies in the past, including our April 2003 acquisition of Epinions, Inc., and we may make additional acquisitions in the future. Acquisitions involve
significant risks, including difficulties in the integration of the operations, internal controls, business strategy, services, technologies and corporate culture of the acquired companies, diversion of managements attention from other
business concerns, overvaluation of the acquired companies, the rejection of the acquired companies products and services by our customers and the potential impairment of acquired assets. We have experienced many of these risks in connection
with the acquisitions that we completed in the past. For example, we realized an impairment of intangible assets of $6.4 million in 2001 relating to the acquisition of Digital Jones, Inc. In addition, future acquisitions would likely result in
dilution to existing shareholders, if securities are issued. Additionally, the expenditure of cash or the assumption of debt or contingent liabilities in connection with these acquisitions could have a material adverse effect on our financial
condition, results of operations and liquidity. Accordingly, any future acquisitions could result in a material adverse effect on our business.



If we cannot adequately manage any future growth, our results of operations will suffer.



We have experienced rapid growth in our operations, and our anticipated future growth, if such growth occurs at all, may
place a significant strain on our managerial, operational and financial resources. We have made, and may continue to make, inadequate estimates for the costs and risks associated with our expansion, and our systems, procedures and managerial
controls may not be adequate to support our operations. Any delay in implementing, or transitioning to, new or enhanced systems, procedures or controls may adversely affect our ability to manage our product listings and record and report financial
and management information on a timely and accurate basis. If we are unable to manage any such expansion successfully, our revenues may not grow, our expenses may increase and our results of operations may be adversely affected.



Risks Related to Our Industry



If Internet usage and infrastructure do not continue to grow rapidly, our business
prospects and share price could decline.



Our revenues and
profits depend on the continued acceptance and use of the Internet and online services as a medium for commerce. The failure of the Internet to continue to develop as a commercial medium could have a material adverse effect on our business and
financial results. Consequently, the growth of the market for our service depends upon improvements being made to the entire Internet, as well as to the networking infrastructures of our merchant customers to alleviate overloading and response time
delays. We believe that growth in the market for our service also depends upon growth in the utilization of broadband connections. If this growth fails to continue or slows, our financial results and the trading price of our ordinary shares could be
adversely affected.



Government regulation and legal uncertainties may
damage our business.



The laws and regulations applicable
to the Internet and our service in the countries where we operate are evolving. Governments may adopt new laws and regulations governing the Internet or the conduct of business on the Internet that could increase our costs of doing business or limit
the attractiveness of online shopping. In addition, we might be required to comply with existing laws regulating or requiring licenses for certain businesses of our merchants, such as the distribution of alcohol or firearms. These laws and
regulations could expose us to substantial compliance costs and liability. In response to these laws and regulations, whether proposed or enacted, as well as public opinion, we may also elect to limit the types of merchants or products we display on
our service, which could in turn decrease the desirability of our service and reduce our revenues.



33



---

##### Table of Contents

The Federal Trade Commission, or FTC, issued guidance in 2002 regarding what disclosures are desirable in
order to avoid misleading users about the effect that purchased listings may have on the inclusion or ranking of listings in search results in Internet search engines. This guidance may differ from the existing practices of the industry, including
our practices. If the FTC brings enforcement actions against firms not complying with the guidance, and our business practices are covered by and not complaint with the guidelines, we could be subject to litigation by the FTC, as well as State
Attorneys General and private litigants, potentially resulting in the payment of significant sums of money for consumer restitution, penalties and fines.



Imposition of sales and other taxes may damage our business.



Current law does not require merchants to collect sales or other similar taxes with respect to goods sold by them over the Internet in many cases. As a
result, consumers are able to buy goods on the Internet without paying sales taxes required by law. Some states may seek to impose sales tax collection obligations on online retailers, or may seek to collect sales tax directly from online consumers.
The Internet Tax Freedom Act, which limited the ability of states to impose taxes on access to the Internet, expired on November 1, 2003. A proposal to extend this moratorium has been made, but there can be no assurance that it will be enacted.
Failure to extend the moratorium could allow any state to impose taxes on Internet access or online commerce. The imposition of Internet usage taxes or enhanced enforcement of sales tax laws could make online shopping less attractive to consumers,
which would have a material adverse effect on our business.



Increased
security risks to us in particular and online commerce in general may deter future use of our service.



Concerns over the security of transactions conducted on the Internet and the privacy of Internet users may inhibit use of the Internet and other online
services, including online commerce. Any misappropriation of third-party information collected by an Internet provider, security breach or a change in industry standards, regulations or laws or an adverse judicial determination could deter people
from using the Internet to conduct transactions that involve transmitting confidential information such as online commerce, which would harm our business.



Our market may undergo rapid technological change and any inability to meet the changing needs of our industry could harm our financial performance.



The markets in which we compete are characterized by rapidly changing
technology, evolving industry standards, frequent new service announcements, introductions and enhancements, and changing consumer demands. We may not be able to keep up with these rapid changes. As a result, our future success depends on our
ability to adapt to rapidly changing technologies, to respond to evolving industry standards and to improve the performance, features and reliability of our service. In addition, the widespread adoption of new Internet, networking or
telecommunications technologies or other technological changes may require us to incur substantial expenditures to modify or adapt our service and infrastructure, which could harm our financial performance and liquidity.



Risks Related to Our Operations in Israel



Because we maintain operations in Israel, political, economic or military instability
there could disrupt our operations.



We maintain a portion
of our research and development facilities and personnel in Israel, and as a result, political, economic and military conditions in Israel affect our operations there. Over the past several decades, a number of armed conflicts have taken place
between Israel and its Arab neighbors. Since 2000, hostilities between Israel and the Palestinians have increased in intensity. Continued or increased hostility with Palestinians, military hostilities with other states, or other terrorism could make
it more difficult for us to continue our operations in Israel, which could increase our costs and adversely affect our financial results.



34



---

##### Table of Contents

Israeli courts might not enforce judgments rendered outside of Israel, which may make it difficult to collect on
judgments rendered against us.



We are incorporated in
Israel, and some of our assets are located outside the United States; accordingly, enforcement of judgments obtained in the United States against us, including by our shareholders, may be difficult to obtain within the United States. In addition,
some of our directors are not residents of the United States, and service of process and enforcement of judgments obtained in the United States against them also may be difficult to obtain within the United States. We have been informed by our legal
counsel that there is doubt as to the enforceability of civil liabilities under U.S. securities laws in original actions instituted in Israel.



Our personnel in Israel are required to perform military service, which could disrupt our operations or increase our costs.



Many of our employees in Israel are obligated to perform up to 36 days of
military reserve duty each year, and are subject to being called for active duty under emergency circumstances. If a military conflict or war arises, these individuals could be required to serve in the military for extended periods of time. Our
Israeli operations could be disrupted by the absence of employees due to military service, which could adversely affect our business.



Your rights and responsibilities as a shareholder will be governed by Israeli law and differ in some respects from the rights and responsibilities of shareholders
under U.S. law.



We are incorporated under Israeli law.
The rights and responsibilities of holders of our ordinary shares are governed by our articles of association and by Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders in
typical U.S. corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith toward the company and other shareholders and to refrain from abusing his power in the company, including, among other things, in voting at
the general meeting of shareholders on certain matters. Israeli law provides that these duties are applicable in shareholder votes on, among other things, amendments to a companys articles of association, increases in a companys
authorized share capital, mergers and interested party transactions requiring shareholder approval. In addition, a shareholder who knows that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the
appointment of a director or executive officer in the company has a duty of fairness toward the company. However, Israeli law does not define the substance of this duty of fairness. Because Israeli corporate law has undergone extensive revision in
recent years, there is little case law available to assist in understanding the implications of these provisions that govern shareholder behavior.



Risks Related to Our Ordinary Shares



There is a limited history of a trading market for our ordinary shares, and the market price of our ordinary shares may be highly volatile and may decline regardless
of our operating performance.



A public market for our
ordinary shares has existed only since the completion of our initial public offering in October 2004. The trading price of our ordinary shares has been volatile and is likely to remain volatile.



The market prices of the securities of Internet companies have been volatile,
and have been known to decline rapidly. Broad market and industry conditions and trends may cause fluctuations in the market price of our ordinary shares, regardless of our actual operating performance. Additional factors that could cause
fluctuation in the price of our ordinary shares include, among other things:



| |  |  | actual or anticipated variations in quarterly operating results;
| | - |  | ----------------------------------------------------------------



| |  |  | changes in financial estimates by us or by any securities analysts who may cover our shares;
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | conditions or trends affecting our merchants or other listings providers;
| | - |  | -------------------------------------------------------------------------



| |  |  | changes in the market valuations of other online commerce companies;
| | - |  | --------------------------------------------------------------------



35



---

##### Table of Contents

| |  |  | announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | announcements concerning the commencement, progress or resolution of investigations or regulatory scrutiny of our operations or lawsuits filed or other claims alleged against us;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | capital commitments;
| | - |  | --------------------



| |  |  | introduction of new products and service offerings by us or our competitors;
| | - |  | ----------------------------------------------------------------------------



| |  |  | entry of new competitors into our market; and
| | - |  | ---------------------------------------------



| |  |  | additions or departures of key personnel.
| | - |  | -----------------------------------------



In the past, securities class action litigation has often been brought against companies following periods of volatility in the market prices of their
securities. Such litigation could result in significant costs and divert management attention and resources, which could seriously harm our business and operating results.



If the ownership of our ordinary shares continues to be highly concentrated, it may prevent you and other shareholders from influencing
significant corporate decisions.



As of March 31, 2005,
our current executive officers, directors and their affiliates owned or controlled approximately 35% of our outstanding ordinary shares. Accordingly, these executive officers, directors and their affiliates, acting as a group, have substantial
influence over the outcome of corporate actions requiring shareholder approval, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets and any other significant corporate transaction. These
shareholders may also delay or prevent a change of control of us, even if such a change of control would benefit our other shareholders.



We may be treated as a passive foreign investment company, which may subject U.S. shareholders to additional taxes.



If our passive income, or our assets that produce passive income, exceed
levels provided by law for any taxable year, we may be characterized as a passive foreign investment company for U.S. federal income tax purposes. If we are treated as a passive foreign investment company, U.S. holders of our ordinary shares may be
subject to additional taxes based on our taxable income and may be taxed at ordinary U.S. federal income tax rates (rather than at capital gains rates) when our ordinary shares are sold. Whether we are treated as a passive foreign investment company
depends on questions of fact as to our assets and revenues that can only be determined at the end of each fiscal year. Accordingly, we cannot be certain that we will not be treated as a passive foreign investment company for 2005 or for any
subsequent year.



We may need to raise additional capital, which we may not
be able to obtain on favorable terms, or at all, which could adversely affect your investment in our company, harm our financial and operating results, and cause our share price to decline.



We require substantial working capital to fund our business. We cannot be
certain that additional financing will be available to us on favorable terms when required, or at all. We have in the past experienced negative cash flow from operations and may experience negative cash flow from operations in the future. We
currently anticipate that the net proceeds of our initial public offering that was completed in October 2004, together with our available funds, will be sufficient to meet our anticipated needs for working capital and capital expenditures through at
least the next 12 months. However, we may need to raise additional funds prior to the expiration of this period or at a later date. In addition, if we raise additional funds through the issuance of equity, equity-related or convertible debt
securities, these securities may have rights, preferences or privileges senior to those of the rights of our ordinary shares and



36



---

##### Table of Contents

our shareholders may experience additional dilution. Any such developments can adversely affect your investment in our company, harm our financial and
operating results, and cause our share price to decline.



The amendment of
the conversion ratios of the Series D and Series E preferred shares after the filing of the registration statement for our initial public offering may give holders of those shares rescission rights under federal or state securities laws, and could
expose us to penalties or fines.



After the initial filing
of the registration statement for our initial public offering, the conversion ratios of our Series D and Series E preferred shares were changed. The largest holder of Series D preferred shares and the principal holder of Series E preferred shares
offered to release us from our agreement not to consummate an initial public offering at a price per share below $16.00 without the consent of those two holders, if we agreed to modify the conversion ratios of the Series D and Series E preferred
shares to cause the issuance of more ordinary shares to all holders of those series of preferred shares upon their automatic conversion in our initial public offering at prices below $16.00 per share. That amendment was implemented with the approval
of our board of directors and shareholders. It is possible that this amendment was a new offer and sale of securities involving a new investment decision by the holders of Series D and Series E preferred shares. If the amendment was an offer and
sale of securities and it was not exempt from the registration requirements of federal or state securities laws, then those holders have rights to bring claims against us for rescission or damages. For example, for a period of one year after the
violation, a holder of any of the 2,766,573 ordinary shares issued upon conversion of the Series D preferred shares, or any of the 1,342,744 ordinary shares issued upon conversion of the Series E preferred shares, could bring a claim against us for
rescission to recover the consideration the holder paid to us in the amendment, with interest, or for damages. Because the amendment did not involve any issuance of securities for cash, it is uncertain how rescission would be valued or damages would
be determined. The value of the consideration surrendered by the shareholders in the amendment, and therefore the magnitude of any related claim for rescission or damages, is uncertain. One measure of rescission or damages may be the value of the
consideration surrendered by the former holders of the Series D or Series E preferred shares. We cannot offer any assurance that the extent of our exposure to damages would be limited to this measure. We would contest any such claim, but any such
litigation would be costly to defend and could harm our results of operations, financial condition and liquidity. In addition, we may be subject to penalties or fines relating to these issuances, and such penalties or fines could harm our results of
operations, financial condition and liquidity.



If we fail to implement
changes in our system of internal controls to address reportable conditions, we may not be able to report our financial results accurately or detect fraud. As a result, we could be subject to costly litigation, and current and potential shareholders
could lose confidence in our financial reporting, which could harm our business and the trading price of our ordinary shares.



Effective internal controls are required for us to provide reliable financial reports and to detect and prevent fraud. We are currently assessing our
system of internal controls and potential areas of improvement. We expect that enhancements, modifications and changes to our internal controls will be necessary. We have in the past discovered, and may in the future discover, areas of our internal
controls that need improvement. For example, during our 2003 audit, our independent registered public accounting firm brought to our attention a need to limit employee access to our revenue tracking system, to retain certain electronic records, to
automate more of our financial processes that are currently performed manually, and to prepare timely reconciliations between our general ledger and certain subledgers. The independent registered public accounting firm identified these items as
reportable conditions, which means that they were matters that in the independent registered public accounting firms judgment could adversely affect our ability to record, process, summarize and report financial data consistent
with the assertions of management in the financial statements. We are in the process of implementing changes to address these reportable conditions, but have not yet completed implementing them. As a result, we have not yet fully remedied these
reportable conditions. Completing our assessment of internal controls, implementing changes to address the identified reportable conditions and any other changes that are necessary, and maintaining an effective system of internal controls will be
expensive and require considerable management attention. In addition, if we fail to implement and maintain an effective system of internal controls or prevent fraud, we could be subject to costly litigation, investors could lose confidence



37



---

##### Table of Contents

in our reported financial information and our brand and operating results could be harmed, which could have a negative effect on the trading price of our
ordinary shares.



We have never paid cash dividends on our share capital,
and we do not anticipate paying any cash dividends in the foreseeable future.



We have never paid cash dividends on any class of our share capital to date and we currently intend to retain any future earnings to fund the development and growth of our business. Furthermore, Israeli law limits the
distribution of dividends to the greater of retained earnings or earnings generated over the two most recent fiscal years, provided that we reasonably believe that the dividend will not render us unable to meet our current or foreseeable obligations
when due. As of March 31, 2005, our accumulated deficit amounted to $145.3 million. Accordingly, investors must rely on sales of their ordinary shares after price appreciation, which may never occur, as the only way to realize any future gains on
their investment. Investors seeking cash dividends should not purchase our ordinary shares.



Provisions of our articles of association and Israeli law may prevent or delay an acquisition of Shopping.com, which could depress the price of our shares.



Our articles of association contain provisions that could make it more
difficult for a third party to acquire control of us, even if that change in control would be beneficial to our shareholders. Specifically, our board of directors is divided into three classes, each serving staggered three-year terms, there are
advance notice requirements for shareholder proposals and nominations of directors, and approval of mergers require an absolute majority of the voting power in our company. In addition, provisions of Israeli law may have the effect of delaying,
preventing or making more difficult a merger with, or other acquisition of, our company. As a result of these provisions of our articles of association and Israeli law, our ordinary shares may trade at prices below the price that third parties might
be willing or able to pay to gain control of us.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Interest Rate Risk



We have exposure to interest rate risk that relates primarily to our investment portfolio. All of our current investments are classified as available for
sale and carried at fair value, which approximates market value. We do not currently use or plan to use derivative financial instruments in our investment portfolio.



At March 31, 2005, we had an investment portfolio of fixed income securities, including those classified as cash
equivalents, of $112.2 million compared to $0 million at March 31, 2004. These securities are subject to interest rate fluctuations. Changes in interest rates could adversely affect the market value of our fixed income investments. The table below
separates the remaining maturities of our fixed income securities into segments to show the approximate exposure to interest rates (in thousands).



|                    |  |   |        
|------------------- |  | - | -------
|Less than one year  |  | $ | 82,154 
|Less than two years |  |   | 8,562  
|Due after two years |  |   | 21,500 
|                    |  |   |        
|Total               |  | $ | 112,216



38



---

##### Table of Contents

We performed a sensitivity analysis on our investment portfolio as of March 31, 2005, based on a modeling
technique that measures the hypothetical market value changes that would result from a parallel shift in the yield curve of plus 50, 100 or 150 basis points over a 12-month time horizon. The following table represents the potential decrease to the
value of our fixed income securities given a negative shift in the yield curve used in our sensitivity analysis.



|           |  |      |          |   |      |   |          |  
|---------- |  | ---- | -------- | - | ---- | - | -------- | -
|0.5%       |  | 1.0% |          |   | 1.5% |  
|$(252,485) |  | $    | (504,971 | ) |      | $ | (757,456 | )



We limit our exposure
to interest rate and credit risk by establishing and monitoring clear policies and guidelines for our fixed income portfolios. At the present time, the maximum weighted average duration of all portfolios is limited to 1.5 years. The guidelines also
establish credit quality standards, limits on exposure to any one security issue, limits on exposure to any one issuer and limits on exposure to the type of instrument. Due to limited duration and credit risk criteria established in our guidelines,
we do not expect the exposure to interest rate risk and credit risk to be material.



The risk associated with fluctuating interest rates is limited to our investment portfolio and we do not believe that a 10% change in interest rates will have a significant impact on our interest income, operating
results or liquidity. As of March 31, 2005, our cash and cash equivalents and marketable securities were maintained by financial institutions in the United States, Israel and Europe. Our deposits in the United States may be in excess of insured
limits and our deposits in other jurisdictions are not insured. We believe that the financial institutions that hold our investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments.



Inflation Rate Risk



The U.S. Dollar cost of our operations is influenced by the extent to which
any inflation in the other countries in which we operate is offset, on a lagging basis, or is not offset by the devaluation of the applicable currencies in relation to the U.S. Dollar. For example, when the rate of inflation in Israel exceeds the
rate of devaluation of the New Israeli Shekel against the U.S. Dollar, we experience increases in the U.S. Dollar cost of our operations in Israel, harming our financial results. We may be materially and adversely affected in the future if inflation
in Israel, the United Kingdom or other countries where we operate exceeds the devaluation of that countrys currency against the U.S. Dollar or if the timing of the devaluation lags behind inflation in Israel, the United Kingdom or other
countries. This year we plan to expand our business into France and Germany. As our business grows internationally, our exchange rate risks will grow as well.



A devaluation of the New Israeli Shekel, the Euro, or the British Pound in relation to the U.S. Dollar has the effect of reducing the U.S. Dollar
amount of any of our expenses or liabilities which are payable in that currency, unless these expenses or payables are linked to the U.S. Dollar. This devaluation also has the effect of decreasing the U.S. Dollar value of any asset denominated in
New Israeli Shekels, Euros or British Pounds or receivables payable in New Israeli Shekels, Euros or British Pounds, unless the receivables are linked to the U.S. Dollar. Conversely, any increase in the value of the New Israeli Shekel, the Euro or
the British Pound in relation to the U.S. Dollar has the effect of increasing the U.S. Dollar value of any unlinked New Israeli Shekel, Euro or British Pound assets and the U.S. Dollar amounts of any unlinked New Israeli Shekel, Euro or British
Pound liabilities and expenses.



Impact of Foreign
Currency Rate Changes



Exchange rates between the New
Israeli Shekel, the Euro or the British Pound and the U.S. Dollar fluctuate continuously. Accordingly, exchange rate fluctuations and currency devaluations will affect our financial results and period-to-period comparability of those results.



Since we translate foreign currencies (primarily British
pounds and Euros) into U.S dollars for financial reporting purposes, currency fluctuations can have an impact on our financial results. The



39



---

##### Table of Contents

historical impact of currency fluctuations has generally been immaterial. We believe that our exposure to currency exchange fluctuation risk is not
significant primarily because our global subsidiaries invoice customers and satisfy their financial obligations almost exclusively in their local currencies. There was a nominal currency exchange impact from our intercompany transactions for the
three months ending March 31, 2005 and 2004. Due primarily to the effect of the weakening U.S. dollar on intercompany balances with our British and European subsidiaries, we recorded foreign currency exchange loss of $0.3 million in the first
quarter of 2005 and a loss of $0.1 million in the first quarter of 2004. Although the impact of currency fluctuations on our financial results has generally been immaterial in the past and we believe that for the reasons cited above currency
fluctuations will not be significant in the future, there can be no guarantee that the impact of currency fluctuations will not be material in the future. As of March 31, 2005, we did not engage in foreign currency hedging activities.



ITEM 4. CONTROLS AND PROCEDURES



(a) Evaluation of disclosure controls and procedures.Our Chief Executive Officer and Chief Financial Officer are responsible for establishing, maintaining and evaluating the effectiveness of our disclosure controls and
procedures (as defined in rules promulgated under the Securities Exchange Act of 1934, as amended) for our company. Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were sufficiently effective to ensure that the information required to be disclosed by us in periodic reports to the Securities and Exchange Commission
was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and Form 10-Q.



(b) Changes in internal controls. There were no changes in our internal controls over financial reporting during the last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



(c) Limitations on the Effectiveness of Controls. Our management, including our Chief Executive Officer and Chief Financial Officer, does not
expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable
assurance of achieving their objectives, and the Chief Executive Officer and the Chief Financial Officer have concluded that these controls and procedures are effective at the reasonable assurance level.



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



On
January 19, 2005, a group of former holders of shares of Epinions, Inc. common stock filed a lawsuit in Superior Court of the State of California, County of San Francisco, against Nirav Tolia, our former Chief Operating Officer, a former member of
our board of directors, certain members of our board of directors who formerly were members of the Epinions board of directors, certain former holders of Epinions preferred stock, some of which are our significant shareholders and us. Among other
things, plaintiffs claim that they were damaged by alleged misrepresentations and failures to disclose material information, as well as breaches of fiduciary duties in connection with our April 2003 acquisition of Epinions. The acquisition was
consummated following a fairness hearing before the California Department of Corporations and approval by substantial majorities of the Epinions preferred and common stock. As a result of the acquisition, holders of Epinions preferred stock received
shares of our preferred stock and certain Epinions employees that we hired received options to purchase our ordinary shares. The Epinions common stock was cancelled without consideration as part of the acquisition. The plaintiffs are seeking



40



---

##### Table of Contents

rescission of the acquisition or, in the alternative, to be paid damages. The plaintiffs are also seeking to recover punitive damages and to impose a
constructive trust on misappropriated property, among other remedies. We believe that the allegations of this lawsuit are without merit and we intend to defend vigorously against this matter.



Also, we are involved, from time to time, in various legal proceedings
arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, we do not expect resolution of these matters to have a material adverse impact on our consolidated results of
operations, cash flows or financial position. However, an unfavorable resolution of a matter could, depending on its amount and timing, materially affect our future results of operations, cash flows or financial position in a future period.
Regardless of the outcome, litigation can have an adverse impact on us because of defense costs, diversion of management resources and other factors.



ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS



As of May 12, 2005, we have not utilized any of the net proceeds from our initial public offering. We intend to use the remaining net proceeds for working capital purposes and general corporate requirements. The
amounts that we actually expend for working capital and other general corporate purposes may vary significantly depending on many factors. We may also use a portion of the net proceeds to fund acquisitions of, or investments in, businesses, products
and technologies. We have not allocated specific amounts of net proceeds for any of these purposes. We have no current agreements, commitments or ongoing negotiations for acquisitions of any businesses, products or technologies. Pending these uses,
we have invested the funds in money market, money market equivalent and other investment-grade securities.



ITEM 3. DEFAULT UPON SENIOR SECURITIES



Not
Applicable.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



Not Applicable.



ITEM 5. OTHER INFORMATION



Not Applicable.



ITEM 6. EXHIBITS



(a) Exhibits



Please see the exhibit list following the signature page of this report.



41



---

##### Table of Contents

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.



|                   |  |  |  |                   |  |     |  |                                             
|------------------ |  |  |  | ----------------- |  | --- |  | --------------------------------------------
|Date: May 13, 2005 |  |  |  | SHOPPING.COM LTD.
|                   |  |  |  |                  
|                   |  |  |  |                   |  | By: |  | /s/    Greg J. Santora                      
|                   |  |  |  |                   |  |     |  | Greg J. Santora, Chief Financial Officer    
|                   |  |  |  |                   |  |     |  | (Principal Financial and Accounting Officer)





---

##### Table of Contents



EXHIBIT INDEX



|              |  |                                                                                                             
|------------- |  | ------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                     
|10.1          |  | Employment Agreement, dated as of March 31, 2005, by and between Lorrie M. Norrington and Shopping.com, Inc.
|              | 
|31.1          |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          
|              | 
|31.2          |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002          
|              | 
|32.1          |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          
|              | 
|32.2          |  | Certification of Chief Financial Office pursuant to Section 906 of the Sarbanes-Oxley Act of 2002