REG - Online Blockchain - Final Results
23/12/2022 07:00
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RNS Number : 6882K Online Blockchain PLC 23 December 2022
For immediate release
23 December 2022
Online Blockchain Plc
('Online' or 'the Company')
Audited Results for the Year Ended 30 June 2022
Online today announces preliminary results for the year ended 30 June 2022.
CEO'S STATEMENT
2022 has been a mixed year for us. Our major investment ADVFN PLC ('ADVFN')
has suffered a long period of uncertainty and change, and this has affected it
negatively which has come through clearly in ADVFN's published figures. In a
strange way the AIM market has never valued our shareholding in ADVFN as much,
but it is nonetheless disappointing, and we remain hopeful that the new
management who have been so firm in their views will at some point get to
grips with ADVFN.
On the positive side Umbria has progressed well and is now an imbedded
infrastructure piece in the Blockchain space. The good news is, while Crypto
markets have fallen substantially over the last year, that we are quite happy
to be in the part of the cycle with a project seasoned enough to fully take
advantage of the next upturn. Umbria is generating income even in the current
less than buoyant market. Our view is that there are only two camps in Crypto:
Sceptics and believers and very few believers travel back from believers to
sceptics. Believers like myself will tell you Blockchain is the next
generation of revolutionary technology, and it will change as much as the web
has changed recent affairs. The mere fact that twenty-year olds in shorts and
trainers can sit next to a former Prime Minister and Presidents and seemingly
lose $10bn at the same time tells you all about the power of the technology to
create and lose vast amounts of value. It is a frightening lesson, but the
rewards will go to the brave and the timid will eventually get left behind.
Many will disagree with this view but even if you think there is a non-trivial
chance that our position is correct, as an investor we believe that you should
have some exposure to blockchain technology. Happily, if you are reading this
you most probably already have.
Development of Umbria continues and it has further plans that we hope will
also flower. Blockchain is complicated, but it is a highly fertile landscape
in which we believe we are making good progress. Our approach is different to
many in that we are working with a project that produces income as well as
creates assets. This we feel gives us a potential bulwark when the markets are
challenging, like they are now in Crypto. Asset values are volatile but income
less so.
When we commenced our work with the Umbria platform, we received 2.5 million
Umbria tokens which were at the time valueless but at the year-end had a
market price of $1.50 per token. Our holding of Umbria is nevertheless valued
in the accounts at nil given the volatility of crypto asset prices. You will
note that the audit report includes a qualification which relates to this
uncertainty around the valuation of our holding of Umbria tokens and related
accounting entries. We feel that this holding of Umbria tokens nevertheless
has potential value for us with upside as and when we pass through the trough
of the crypto cycle and the market in time recovers.
So as things stand, we are looking to the future of Blockchain and we hope for
the best for ADVFN.
EVENTS AFTER THE BALANCE SHEET DATE
Following the resignation of Michael Hodges from ADVFN in July 2022, the Board
considered that the Company will no longer have significant influence over
ADVFN plc and therefore it will be treated as an arm's length investment.
INVESTMENT IN ADVFN plc
Online Blockchain Plc also has an interest of 17.64% in ADVFN Plc. The
activity of ADVFN Plc is therefore of importance to the Company and
information concerning ADVFN's performance is set out below which has been
extracted from ADVFN's audited results for the year ended 30 June 2022 ("ADVFN
Accounts") which were announced recently:
EXTRACT FROM THE ADVFN plc CHIEF EXECUTIVE'S STATEMENT:
The Chief Executive of ADVFN, Mr Amit Tauman, reported in his Chief
Executive's Statement in the ADVFN Accounts that there are considerable
opportunities for ADVFN and to achieve them he set out three long-term
priorities on which everyone in the company is now focused: Innovation, user
experience and management decisions driven by enterprise data. In addition, Mr
Tauman reported that he believes these priorities enable ADVFN not only to
leverage its key strengths, but they also allow ADVFN to capitalise on market
trends and to innovate and grow.
SUMMARY OF ADVFN'S KEY PERFORMANCE INDICATORS
2022 2022 2021 2021
Actual Target Actual Target
Turnover £7.8M £8.70M £9.06M £8.70M
Average head count 37 40 38 42
ADVFN registered users 5.16M 5.20M 5.10M 5.00M
Clement Chambers
CEO
22 December 2022
Enquiries:
For further information please contact:
Online Blockchain PLC
Clem Chambers +44 (0) 20 3868 6702
Beaumont Cornish Limited (Nominated Adviser)
www.beaumontcornish.com (http://www.beaumontcornish.com)
Roland Cornish/Michael Cornish +44 (0) 207 628 3396
Cassiopeia Ltd (Investor Relations)
Stefania Barbaglio stefania@cassiopeia-ltd.com (mailto:stefania@cassiopeia-ltd.com)
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018. The person who arranged for the release
of this announcement on behalf of the Company was Clem Chambers, Director
A copy of this announcement is available on the Group's website, at:
www.onlineblockchain.io (http://www.onlineblockchain.io)
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 435 of the Companies
Act 2006.
The balance sheet at 30 June 2022 and the income statement, statement of
changes in equity, the statement of cashflows and associated notes for the
year then ended have been extracted from the Company's 2022 statutory
financial statements upon which the auditors' opinion is qualified as set out
further below.
STRATEGIC REPORT
The Directors present their Strategic Report for the year ended 30 June 2022.
The strategy for the Group is that of an incubator and developer of businesses
in internet and information-based technologies including developers,
administrators and custodians of blockchains and cryptocurrencies.
We founded ADVFN www.advfn.com and today we still have a holding of 17.64% in
ADVFN plc.
Online Blockchain plc continues to consider new related opportunities,
particularly crypto currencies and blockchain opportunities.
Principal risks and uncertainties
The management of the Company and the nature of the Company's strategy are
subject to a number of risks. The directors have set out below the principal
risks facing the business. The directors have adopted a thorough risk
management process which involves the formal review of all the risks
identified below. Where possible, processes are in place to monitor and
mitigate such risks.
Investment in our associate ADVFN Plc
The investment of approximately 17.64% in the associate ADVFN Plc results in a
significant proportion of the revenue as well as the largest asset held by the
company. The performance of this investment is of great importance and
volatility in ADVFN Plc's markets and results may affect the income statement
and balance sheet of the company.
Blockchain and crypto currency
It's an unpredictable and volatile market that can be illiquid in many cases
apart from the major products such as Bitcoin. Whilst the situation has
improved in the last 12 months, for the smaller crypto-currencies, the
transfer between crypto-currency and fiat currencies can be complex and risky.
Economic volatility
Many things around the world can affect a stock market; the COVID-19 pandemic
had an enormous impact on the last couple of years and may continue to have
some effect into the foreseeable future. The war in Ukraine and impact on the
energy sector and as a consequence the general economic situation, politics
and other such conflicts, creates a volatile background to carry on our
business. It is usually true that upheaval is beneficial for Online Blockchain
as a result of our investment in ADVFN, as ADVFN's customers need to know what
is happening to their investments using ADVFN as a tool for this. The success
or failure of the world's stock markets will probably affect our business as a
result given the sector within which ADVFN operates.
US Dollar and Euro exchange rates have recently been improving but still have
the power to surprise in reaction to economic downturns. They continue to be
affected by Brexit and that potential for volatility may well affect our
business.
There is also a lot of volatility of the crypto market and there have been
some recent failures such as FTX Trading Ltd.
High proportion of fixed overheads
A large proportion of the Company's overheads are fixed and there is the risk
that any significant changes in revenue may lead to the inability to cover
such costs. We continue to closely monitor fixed overheads against budget on a
monthly basis and cost saving exercises are implemented on a constant review
basis.
Investment in Umbria
Working with Umbria has proved a success and it has produced a potentially
valuable asset in Umbria token. However as this is an illiquid token and we
have therefore valued it in the books at zero. The product however is
generating income and with the prospect of a recovery of the Crypto boom bust
cycle ahead, has the potential to provide a valuable return.
Operating costs
Our costs remain reasonably fixed and predictable and we do not see that
changing in the immediate future. They are firmly under control.
Research and development
We believe in trying to get the best from all areas that we work in. It is
very important that Online Blockchain continues to invest in the quality and
design of our products. We believe continued investment in our research and
development is fundamental to the continuing growth of the business.
Environmental policy
This has always been important to the Company and as a whole we continue to
look for ways to develop our environmental policy. We have a very small
carbon footprint and try to reduce any waste we create; we are a small team
working from home which makes this task easier. Most of our communications are
electronic which again cuts our use of non-environmentally friendly products.
Future developments for the business
We are constantly examining other investment opportunities as they present
themselves and the Directors will continue to do this.
STRATEGIC REPORT (continued)
Directors' statement of responsibilities under section 172 Companies Act 2006
The Directors have considered the requirements of Section 172(1) of the
Companies Act 2006 to prepare a statement explaining how the Directors have
considered the wider stakeholder needs when performing their duties under
Section 172 of the Companies Act 2006.
The Directors consider the stakeholders to be the people who work for us, work
with us, invest with us, own us, regulate us and live in the societies we
serve. The Directors recognise that building strong relationships with our
stakeholders will help deliver the Company's strategy in line with the
long-term values. The Directors are committed to effective engagement with all
of our stakeholders and seek to understand the interests and views of the
Company's stakeholders by engaging with them directly as appropriate.
Depending on the nature of the issue in question, the relevance of each
stakeholder group may differ and, as such, as part of Company's engagement
with stakeholders, the Directors seeks to understand the relative interests
and priorities of each group and to have regard to these, as appropriate, in
their decision making. The Directors acknowledge, however, that not every
decision it makes will necessarily result in a positive outcome for all
stakeholders. The directors also challenge management to ensure all
stakeholder interests are considered in the day to day management and
operations of the Company.
As part of their deliberations and decision making process, the Directors take
into account the following:
• the likely consequences of any decisions in the long term;
• interests of the company's employees and consultants;
• need to foster the company's business relationships with suppliers,
customers and others;
• impact of the company's operations on the community and environment;
• desirability of the company maintaining a reputation for high standards of
business conduct; and
• need to act fairly as between members of the company.
As a result of these activities, the Directors believe that they have
demonstrated compliance with their legal obligations under s.172 of the
Companies Act 2006
Business
The Directors' aim for the Group be and remain a contributing and good
"Corporate Citizen".
Our business does not have a high carbon footprint and we consider it a
sustainable business. We try to ensure that our planet's precious resources
are used appropriately for the benefit of current and future generations. The
Board considers that the business and strategic decisions which it takes now,
in furtherance of the Group's business objectives, do not damage the global
environment.
Employees
The Group has a small number of employees and consultants but those it has are
situated and are deployed on the Group's business around the World. We ensure
that we comply with all local labour laws and apply what the Directors believe
are appropriate standards and systems to monitor and to ensure the welfare of
those employees.
Stakeholder engagement
The Company is entirely owned and controlled by the shareholders of Online
Blockchain Plc and the shares of the company are traded on AIM. The
stakeholders of the Company consist predominantly of the shareholders,
employees, advisers and suppliers. The Directors recognise the importance of
these relationships and take active steps to develop and strengthen them
through dialogue and engagement. These relationships are regularly monitored
at Board level.
Governance
Each Board meeting addresses compliance by the Company with its corporate
governance codes and reinforces the Board's requirement that its business be
conducted with integrity and with due regard for ethical standards.
Approved and signed on behalf of the Board of Directors
Clement Chambers
CEO
22 December 2022
Corporate Governance Report
In April 2018, the Quoted Companies Alliance (QCA) published an updated
version of its Code which provides UK small and mid-sized companies with a
corporate governance framework that is appropriate for a Group and Company of
our size and nature.
The Board considers the principles and recommendations contained in the QCA
Code are appropriate and have therefore chosen to apply the QCA Code. The
updated 2018 QCA Code has 10 principles that should be applied. Each principle
is listed below together with an explanation of how the Group and Company
applies or otherwise departs from each of the principles.
Principle One
Business Model and Strategy
The Online Blockchain PLC Group and Company (the "Company") works as an
incubator and investor in internet and information businesses. The Company is
currently focusing on blockchain technology development. The Company's
business model is to establish new blockchain related ventures, using the
Company's inhouse technology expertise and working with partners to create
customer demand and interest in the Company's projects.
The Company also owns 17.64% of ADVFN PLC, www.advfn.com, a leading supplier
of financial data, and has in the past partnered with ADVFN on the development
of certain blockchain products.
The Company's development of blockchain products are still at an early stage
of development, but the Board anticipates that as blockchain becomes more
generally accepted as a technology, that the Company will have the opportunity
to monetise its current initiatives.
Principle Two
Understanding Shareholder Needs and Expectations
The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders. The Company has close ongoing
relationships with its brokers and shareholders. Investors also have access to
current information about the Company via our Investor Relations (IR)
website.
Principle Three
Considering wider stakeholder and social responsibilities
The Board recognises that the long-term success of the Company is reliant upon
the efforts of the employees of the Company and its contractors, suppliers,
regulators and other stakeholders.
Principle Four
Risk Management
In addition to its other roles and responsibilities, the Audit Committee and
Finance team are responsible to the Board for ensuring that procedures are in
place and are being implemented effectively to identify, evaluate and manage
the significant risks faced by the Company. The risk assessment matrix below
sets out those risks and identifies their ownership and the controls that are
in place. This matrix is updated as changes arise in the nature of risks or
the controls that are implemented to mitigate them. The Audit Committee
reviews the risk matrix and the effectiveness of scenario testing on a regular
basis. The following principal risks and controls to mitigate them, have been
identified:
Activity Risk Impact Control(s)
Management Recruitment and retention of key staff Reduction in operating capability Stimulating and safe working environment
Balancing salary with longer term incentive plans
Security Hacking / theft Loss of hardware / data and or Crypto assets Warm (on-line internet connected) and Cold (off-line) wallets
Alternative hosting.
Strategic Damage to reputation Inability to secure new capital or clients Effective communications with shareholders
Inadequate disaster recovery procedures Loss of key operational and financial data Secure off-site storage
Activity Risk Impact Control(s)
Financial Liquidity, market and credit risk Inability to continue as going concern Robust capital management policies and procedures
Reduction in asset values
Inappropriate controls and accounting policies Incorrect reporting of assets Appropriate authority and investment levels
Audit Committee and Finance Team
An internal audit function is not considered necessary or practical due to the
size of the Company and the close day to day control is exercised by the
executive directors. However, the Board will continue to monitor the need for
an internal audit function. The Board works closely with and has regular
ongoing dialogue with the Company financial controller and has established
appropriate reporting and control mechanisms to ensure the effectiveness of
its control systems.
Principle Five
A Well Functioning Board of Directors
As at the date hereof the Board comprised the executive Chairman Michael
Hodges, CEO Clement Chambers, CFO and CTO Jonathan Mullins, and Non-Executive
Director, William Louden. Biographical details of the current Directors are
set out within Principle Six below. Executive and Non-Executive Directors are
subject to re-election at intervals of no more than three years. All the
Directors including the Non-Executive Director are considered to be part time
but are expected to provide as much time to the Company as is
required.
The Board meets informally throughout the year and at set times on a more
formal basis. The Compay has established a Finance team together with an Audit
Committee and a Remuneration Committee, particulars of which appear hereafter.
The Board has agreed that appointments to the Board are made by the Board as a
whole and so has not created a Nominations Committee. William Louden is
considered to be an Independent Director. The Board notes that the QCA
recommends a balance between executive and non-executive Directors and
recommends that there be two independent non-executives. While the Board
considers that, to date, the Board composition (including the executive role
of the Chairman and the single non-executive director) has been appropriate
for the Company given the size of the business, the board will review further
appointments as scale and complexity grows and in particular, the potential
appointment of an additional second independent non-executive director to meet
the QCA recommendation.
Directors attendance at Board Meetings
The Annual General Meeting of the company will take place on 29 December 2021
and the directors will attended either in person or remotely. The management
of the company and group revolves around the 4 directors who are in constant
contact and this limits the need for formal board meetings which are reserved
for occasions when formal approval is required under company law. No such
formal board meetings were required this year. Both Michael Hodges and
Jonathan Mullins attended the audit planning meeting with from the auditors,
Saffery Champness LLP on a remote basis.
Principle Six
Appropriate Skills and Experience of the Directors
The Board currently consists of four Directors. The Company believes that the
current balance of skills in the Board as a whole, reflects a very broad range
of commercial and professional skills across geographies and industries and
each of the Directors has experience in public markets.
The Board recognises that it currently has a limited diversity and this will
form part of any future recruitment consideration if the Board concludes that
replacement or additional directors are required.
The Board shall review annually the appropriateness and opportunity for
continuing professional development whether formal or informal.
Clement Chambers
Chief Executive Officer
Co-founder of Online Blockchain plc, ADVFN plc and All IPO plc, Clement
Chambers has been involved in the software industry for over 36 years as a
pioneer of computer games, massively multiplayer games, multimedia and the
internet. He has written investment columns for Wired Magazine, Forbes, The
Business, The Scotsman and broadcasts on investment matters for SKY News, CNBC
and the BBC. Chambers takes an active role in all aspects of the company, from
product and staff development to revenue generation and the day-to-day running
etc. He is a member of the Remuneration Committee. He has been a Non-Executive
Director of Avarae Global Coins PLC since November 2010.
Michael Hodges
Chairman
Co-founder of Online Blockchain plc, Michael Hodges has over 36 years
experience in computer software development and publishing, while working with
multi-user and Internet projects for many years. He co-founded Online
Blockchain plc, ADVFN plc and All IPO plc. He is currently a director of All
IPO plc. Michael has responsibility for all legal and contractual issues and
general business development. He is a member of the Audit Committee and of the
Remuneration Committee and part of the Finance team.
Jonathan Mullins
CFO & CTO
Jonathan Mullins has been involved in the development of a wide variety of
on-line and internet services for over 21 years. He is responsible for the
entire technical department of Online Blockchain and has overseen the growth
of the company's technology since its early days, including the development of
its proprietary service. As CFO Jonathan is head of the Finance team and
chairs the Audit Committee. Jonathan is currently a director of ADVFN plc.
William Louden
Non-Executive Director
Ex-President of GE global consumer business unit with operations in Japan, the
UK and Currently, Director, International Business Institute, Department
Chair, International Business at Austin Community College, and Professor of
Digital Media at St. Edward's University, Mr Louden has been teaching since
2002.
As an early developer and participant in online computing and a long-time
interactive services industry executive, Mr Louden has over 31 years of
experience in internet products and services, including electronic commerce
and billing systems, interactive games, and new product design and
development. He was formerly president of a GE online strategic business unit,
senior vice president at Delphi Internet leading a UK Internet start-up
operations for News Corp, President and COO at Preference Technologies, a
public B2B Internet services company, and Founder and CEO at Peer Forward, a
data mining software company.
Between 1979 and 1984 at Compuserve, Mr Louden was responsible for personal
computing and communication product lines, including InfoPlex, a CompuServe
commercial store and forward system, which was re-designed and developed under
William as a consumer product, renamed as "EMAIL" and launched in 1981 (and
subsequently trademarked by Compuserve between 1983 and 1984). Mr Louden is
particularly recognised for his role in leading the development and
commercialisation of multi-player games at Compuserve (and thereafter as
founder of the GEnie online service at General Electric), including MegaWars,
the first commercial multi-player online game. Mr. Louden has provided
consulting services including market entry analysis, planning, product design,
operations management, and/or intellectual property evaluations for various
clients including U.S. West, News Corporation, Sony, Electronic Arts, and
other entertainment companies.
In due course it is expected that Mr Louden will become involved with either
the Audit or Remuneration Committee.
Principle Seven
Evaluation of Board Performance
Internal evaluation of the Board, the Committees and individual Directors is
to be undertaken in the form of appraisal and discussions to determine the
effectiveness and performance as well as the Directors' continued
independence.
Principle Eight
Corporate Culture
The Board recognises that their decisions regarding strategy and risk will
impact the corporate culture of the Company as a whole and that this will
impact the performance of the Company. That culture will also greatly impact
the way that employees behave.
The corporate governance arrangements that the Board has adopted are designed
to ensure that the Company delivers long term value to its shareholders and
that shareholders have the opportunity to express their views and expectations
for the Company.
A large part of the Company's activities are centred upon what needs to be an
open and respectful dialogue with employees, clients and other stakeholders.
Therefore, the importance of sound ethical values and behaviours is crucial to
the ability of the Company to successfully achieve its corporate objectives.
The Board places great importance on this aspect of corporate life and seeks
to ensure that this flows through all that the Company does. The directors
consider that at present the Company has an open culture facilitating
comprehensive dialogue and feedback and enabling positive and constructive
challenge. The Company has adopted, with effect from the date on which its
shares were admitted to AIM, a code for Directors' and employees' dealings in
securities which is appropriate for a company whose securities are traded on
AIM and is in accordance with the requirements of the Market Abuse Regulation
which came into effect in 2016.
Principle Nine
Maintenance of Governance Structures and Processes
Ultimate authority for all aspects of the Company's activities rests with the
Board, the respective responsibilities of the Chairman and Chief Executive
Officer arising as a consequence of delegation by the Board. The Board has
adopted appropriate delegations of authority which set out matters which are
reserved to the Board. The Chairman is responsible for the effectiveness of
the Board, while management of the Company's business and primary contact with
shareholders has been delegated by the Board to the Chief Executive Officer.
Audit Committee
During the financial year ended 30 June 2022 the Audit Committee has been
chaired by Jonathan Mullins. This committee has primary responsibility for
monitoring the quality of internal controls and ensuring that the financial
performance of the Company is properly measured and reported. It receives
reports from the executive management and auditors relating to the interim and
annual accounts and the accounting and internal control systems in use
throughout the Company. The Audit Committee has unrestricted access to the
Company's auditors and auditors have the opportunity to discuss accounting and
control issues with senior finance staff.
Remuneration Committee
The Remuneration Committee currently comprises Clement Chambers and Michael
Hodges. The Remuneration Committee reviews the performance of the executive
directors and employees and makes recommendations to the Board on matters
relating to their remuneration and terms of employment. The Remuneration
Committee also considers and approves the granting of share options pursuant
to the share option plan and the award of shares in lieu of bonuses pursuant
to the Company's Remuneration Policy.
Nominations Committee
The Board has agreed that appointments to the Board will be made by the Board
as a whole and so has not created a Nominations Committee.
Non-Executive Directors
The Board has adopted guidelines for the appointment of Non-Executive
Directors which have been in place and which have been observed throughout the
year. These provide for the orderly and constructive succession and rotation
of the Chairman and non-executive directors insofar as both the Chairman and
non-executive directors will be appointed for an initial term of three years
and may, at the Board's discretion believing it to be in the best interests of
the Company, be appointed for subsequent terms.
In accordance with the Companies Act 2006, the Board complies with: a duty to
act within their powers; a duty to promote the success of the Company; a duty
to exercise independent judgement; a duty to exercise reasonable care, skill
and diligence; a duty to avoid conflicts of interest; a duty not to accept
benefits from third parties and a duty to declare any interest in a proposed
transaction or arrangement.
Principle Ten
Shareholder Communication
The Board is committed to maintaining good communication and having
constructive dialogue with its shareholders. The Company has close ongoing
relationships with its private shareholders. Institutional shareholders and
analysts have the opportunity to discuss issues and provide feedback at
meetings with the Company.
Investors also have access to current information on the Company though its
website, www.onlineblockchain.io, and via Clement Chambers, CEO, who is
available to answer investor relations enquiries.
The Company shall include, when relevant, in its annual report, any matters of
note arising from the audit or remuneration committees.
REPORT OF THE DIRECTORS
The Directors present their report and the audited financial statements for
the year ended 30 June 2022.
PRINCIPAL ACTIVITIES
The principal activity of the Group is that of an incubator and investor in
technology companies including internet and information businesses,
developers, administrators and custodians of blockchains and
cryptocurrencies.
RESULTS
The loss for the financial year amounted to £1,018,000 (2021: profit of
£21,000). The Directors do not propose the payment of a dividend (2021:
£nil).
DIRECTORS
The Directors set out below held office throughout the year except where
stated:
M J Hodges
C H Chambers
J B Mullins
W Louden
Michael Hodges will retire by rotation and being eligible, offer himself up
for re-election. The Directors' interests in the shares of the company are
shown in the Remuneration Report.
SUBSTANTIAL SHAREHOLDERS
At November 2022 the Directors were aware of the following shareholdings in
excess of 3% of the Company's issued share capital:
Shareholding % Shareholding %
Ordinary Deferred
Clement Chambers 1,529,364 10.7 1,504,364 23.7
Michael Hodges 1,365,642 9.5 1,132,014 17.8
FINANCIAL RISK MANAGEMENT
Information relating to the Company's financial risk management is detailed in
note 22 to the financial statements.
GOING CONCERN
The financial statements have been prepared on the going concern basis which assumes the Group will continue in existence for the foreseeable future. The Directors have prepared a detailed forecast of future trading, the Directors believe that this will gradually improve over the next 12 months with revenue being generated through the development and then selling of a NFT and the trading of crypto coins that will include the Umbria coin. Inevitably this does bring uncertainty due to the volatility of the market and the demand for the NFT to enable it to generate revenue for the Group. The Group cash balance at the year-end is £765,207. In addition, to maintain liquidity, the Group has access to an overdraft facility amounting to £50,000 and, if necessary, the option is available to raise additional funds on the market or, ultimately, to sell shares in ADVFN Plc and if required for the directors to waive some or part of their salaries.
While the directors remain confident that there are viable options to raise additional funds if required, as at the date of this report these are not secured, and accordingly there is material uncertainty that may cast doubt over the Group's ability to continue as a going concern. The financial statements have been prepared on a going concern basis. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
EVENTS AFTER THE BALANCE SHEET DATE
Following the resignation of Michael Hodges from ADVFN in July 2022, the Board
considered that the Company will no longer have significant influence over
ADVFN plc and therefore it will be treated as an arm's length investment.
STRATEGIC REPORT
Information in respect of the Research and Development and Future Developments
of the Business is not shown in the Report of the Directors because it is
presented in the Strategic Report in accordance with s414C(11) of the
Companies Act 2006.
REPORT OF THE DIRECTORS (continued)
DIRECTORS' RESPONSIBILITIES STATEMENT
The Directors are responsible for preparing the Strategic Report, the
Directors' Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year under that law the Directors have prepared the financial
statements under applicable law and UK-adopted international accounting
standards as at 30 June 2022. Under company law the Directors must not approve
the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs and profit or loss of the company and group
for that period. In preparing these financial statements, the Directors are
required to:
§ select suitable accounting policies and then apply them consistently;
§ make judgments and accounting estimates that are reasonable and prudent;
§ state whether applicable IFRSs for Group and Company have been followed,
subject to any material departures disclosed and explained in the financial
statements;
§ prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the company's transactions and disclose with
reasonable accuracy at any time the financial position of the company and
enable them to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors confirm that:
§ so far as each Director is aware, there is no relevant audit information
of which the company's auditor is unaware; and
§ the Directors have taken all the steps that they ought to have taken as
Directors to make themselves aware of any relevant audit information and to
establish that the auditor is aware of that information.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the company's website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
AUDITOR
In accordance with section 489(4) of the Companies Act 2006, a resolution
proposing the reappointment of Saffery Champness LLP will be put to the
members at the forthcoming Annual General Meeting.
ON BEHALF OF THE BOARD
Clement Chambers
CEO
22 December 2022
REMUNERATION REPORT
Directors' emoluments
Salary & fees Annual bonus Share based payment 2022 2022 Pension 2021 2021 Pension
Total Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Executive Directors
M J Hodges 100 20 - 120 - 70 -
C H Chambers 100 20 - 120 - 70 -
J B Mullins - 5 - 5 - - -
Non-Executive Directors
W Louden 15 - - 15 - 15 -
215 45 260 - 155 -
Remuneration policy for Executive Directors
The Company's policy on Executive Director's remuneration is to:
· attract and retain high quality executives by paying competitive
remuneration packages relevant to each Director's role, experience and the
external market. The packages include employment related benefits including
contributions to private pension plans;
· incentivise Directors to maximise shareholder value through share
options which are granted at an exercise price at the market price at date of
grant are normally exercisable for a period of 7 years and lapse if an
employee leaves.
Service contracts
The Executive Directors have contracts with a thirty-six month notice period.
Directors' interests in shares
The interests of the Directors holding office at the year end in the ordinary
and deferred shares of the Company at 30 June 2022 and 30 June 2021 are as
shown below:
2022 2022 2021 2021
Ordinary 5p Deferred 45p Ordinary 5p Deferred 45p
Number Number Number Number
C H Chambers 1,529,364 1,504,364 1,529,364 1,504,364
M J Hodges 1,365,642 1,132,014 1,365,642 1,132,014
J B Mullins 164,486 164,486 164,486 164,486
The market price of the 5p Ordinary shares at 30 June 2022 was 19.50 (2021:
38.00p). The range during the year was 18.50 to 62.00 (2021: 12.00p to
99.00p).
Directors' interests in share options
The details of the options held by each Director at 30 June 2022 are as
follows:
Grant date Vesting date Lapse date M J Hodges C H Chambers J B Mullins W Louden Total
01.07.10 02.09.15 01.09.22 150,000 150,000 150,000 450,000
02.05.18 31.10.18 31.10.22 50,000 50,000
150,000 150,000 150,000 50,000 500,000
For the details of options granted and exercised please see note 20.
Independent auditor's report to the members of Online Blockchain Plc
Qualified opinion
We have audited the financial statements of Online Blockchain Plc (the 'parent
company') and its subsidiaries (the 'group') for the year ended 30 June 2022
which comprise the Consolidated Income Statement, Consolidated Statement of
Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet,
Consolidated Statement of Changes in Equity, Company Statement of Changes in
Equity, Consolidated Cash Flow Statement, Company Cash Flow Statement and
notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their preparation
is applicable law and UK-adopted international accounting standards.
In our opinion, except for the possible effects of the matter described in the
basis for qualified opinion section of our report, the financial statements:
· give a true and fair view of the state of
affairs of the group and of the parent company as at 30 June 2022 and of the
group's loss for the period then ended;
· have been properly prepared in accordance
with UK-adopted international accounting standards; and
· have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for qualified opinion
We have been unable to satisfy ourselves over the initial recognition of
Umbria crypto coins together with income that the Company has earned when
trading on the Umbria Bridge. The directors have concluded that the coins were
gifted from a related party but that no initial accounting entry was required
due to the coins having no active market and at the year end the value of the
coins should be shown as £Nil for the years ended 30 June 2021 and 30 June
2022. Due to the lack of information available regarding the nature of the
initial investment we have been unable to determine whether the accounting
treatment is appropriate and in accordance with accounting standards and
therefore whether any adjustment is required to the income statement or equity
in respect of this.
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the group and the parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified opinion.
Material uncertainty relating to going Concern
We draw attention to note 2 to the financial statements, which details that
the group's financial forecasts are based upon a number of assumptions
including trading activity of crypto coins, in particular Umbria coin, and the
development of non-fungible tokens (NFTs) in order to generate income and
cash. In the event that these activities do not generate cash flows the
directors would pursue other funding strategies. However, as stated in note 2
the volatility of the crypto market, particularly in light of current economic
conditions, and the possibility that the NFTs may not generate future
cashflows indicate that material uncertainties exist that may cast significant
doubt on the ability of the group and company to continue as a going
concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation of the directors'
assessment of the group and the parent company's ability to continue to adopt
the going concern basis of accounting included:
· Obtaining the directors' going concern assessment and
supporting cash flow forecasts for the next three years;
· Critically appraising and assessing for arithmetical accuracy
the directors' formal going concern assessment;
· Reviewing the cash flow forecasts, stress testing the forecasts
under a range of scenarios including sensitising to key assumptions such as
revenue growth year on year and the level of expenditure on development and
overheads and the continued impact of inflation on the expenditure being
incurred;
· Discussing events after the reporting date with the directors
to assess their impact on the going concern assumption, including comparison
of the post year-end cash balances to forecast positions;
· Considering how the impact of the current economic climate has
been factored into the forecasts including mitigating actions taken to reduce
the impact;
· Reviewing the disclosures in the financial statements regarding
the impact of current economic climate and the going concern status of the
group; and
· Considering the form of our audit opinion.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Our approach to the audit
We tailored the scope of our audit to ensure that we obtained sufficient
evidence to support out opinion on the financial statements as a whole, taking
into account the structure of the group and the parent company, the accounting
processes and controls and the industry in which they operate.
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at areas where the directors made subjective judgements for example in
respect of significant accounting policies that involved making assumptions
and considering future events that are inherently uncertain.
The group consists of the parent company and its subsidiaries, which includes
UK and overseas companies. Materiality and the risks of material misstatement
were assessed at subsidiary level for our audit procedures on the
subsidiaries, both in the UK and overseas.
The risks of material misstatement that had the greatest effect on our audit,
including the allocation of our resources and effort, are discussed under "Key
audit matters" within this report.
Our group audit scope included an audit of the group and parent company
financial statements. We performed an assessment to determine which components
were significant to the group. Significant components were deemed to be those
which financially contributed greater than 5% of the group's revenue.
None of the UK or overseas components were identified as significant. Audit
testing was performed on these components at a group level on significant risk
areas together with analytical procedures. The significant risk area
identified was recoverability of intercompany balances. We have discussed the
balances with the directors to ensure they were complete, obtained and
reviewed intercompany matrix, considered the recoverability of intercompany
debt by looking at net assets positions of each company and reviewed
consolidation workings to ensure all balances were removed from consolidation.
At group level we also tested the consolidation process to confirm our
conclusion that there were no significant risks of material misstatement in
the consolidated financial information.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
In addition to the matter described in the basis for qualified opinion section
and the matter described in the Material uncertainty related to going concern
section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Key Audit Matter How our scope addressed this matter
Valuation of investments
The group's 17.64% shareholding in ADVFN Plc is accounted for as an associate Our audit procedures included the following:
using the equity accounting method in accordance with IAS 28. At the 30 June
2022 the company was able to exert its influence over ADVFN Plc via the · Reviewing the accounting treatment of the investment in ADVFN
commonality of board members. Plc in accordance with IAS 28
· Obtained and critically assessed the directors' impairment
review of the investment in ADVFN Plc in accordance with IAS 36
The investment in ADVFN Plc is a key balance in the group and parent company's
financial statements. As a result, a misstatement of the investment may · Recalculating the share of the loss in ADVFN Plc in accordance
significantly affect the reported results and financial position. with its shareholding.
Based upon our audit procedures, we noted no material exceptions and
considered the directors' judgements to be supported and key assumptions to be
within reasonable ranges.
We concurred with the directors' assessment that the investment in ADVFN Plc
is not impaired at the year end and found no material misstatement in the
measurement of the investment.
Valuation of Crypto assets held as Intangible assets
Online Blockchain PLC own 2.5m Umbrian. OBC also earnt commission on the coins Our audit procedures included the following:
held on a Umbria cryptocurrency platform leading to them owning further
Cryptocurrency coins at the year ended 30 June 2022. · Confirming ownership of the crypto through reviewing agreements
and the wallet they are held in
· Auditing the transactions that have arisen via access to the
The coins are designed to be traded on an exchange whether that is the Umbria wallet that holds the coins and thirty party evidence from the crypto exchange
Bridge or another exchange and therefore their value can fluctuate through the the company is trading on.
profit and loss account.
· Confirmation of the valuation of the coins through 3rd party
sources.
As the coins are a form of digital money with no physical substance it is · Confirming the accounting treatment is appropriate based on our
important to establish who has ownership and control, therefore entitled to understanding of the transaction and the documentation provided by the client.
the economic benefits. It is also important to confirm the accounting for the
coins earnt in the current year is in accordance with the accounting standards
and then disclosed accordingly in the financial statements.
Based upon our audit procedures, we noted no material misstatement in the
valuation of crypto assets.
Due to uncertainty around the accounting treatment of the transactions that
resulted in the company obtained various cryptocurrencies and the valuation of
the coins at the transaction date and at the year end, the accounting of the
coins may significantly impact the results of the financial statements.
Our application of materiality
We apply the concept of materiality in planning and performing our audit, in
evaluating the effect of any identified misstatements and in forming our
opinion. Our overall objective as auditor is to obtain reasonable assurance
that the financial statements as a whole are free from material misstatement,
whether due to fraud or error. We consider a misstatement to be material where
it could reasonably be expected to influence the economic decisions of the
users of the financial statements.
In order to reduce to an appropriately low level the probability that any
misstatements exceeds materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below this level will not necessarily be evaluated
as immaterial as we also take into accounts of the qualitative nature of
identified misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial.
Based on our professional judgement and taking into account the possible
metrics used by investors and other readers of the accounts, we have
determined an overall group materiality of £54,000 based on 2.5% of gross
assets per the draft financial information at the planning stage.
Materiality of £47,000 was used for the parent company was also based on 2.5%
of gross assets per draft financial statements at the planning stage.
Group performance materiality was set at £45,000 representing 80% of overall
materiality. The parent company performance materiality was also set at
£45,000.
We agreed to report all individual audit differences in excess of £3,000 in
relation to the group and £2,000 for the parent company, being the level
below which misstatements are considered to be clearly trivial. We also agreed
to report any other identified misstatements that warranted reporting on
qualitative grounds.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report, other than the
financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form
of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information we are
required to report that fact.
As described in the basis for qualified opinion section of the report, we were
unable satisfy ourselves over the initial accounting for the recognition of
the Umbria crypto coins together with income that the Company has earned when
trading on the Umbria Bridge. We have concluded that where the other
information refers to the initial balance sheet transactions and subsequent
income statement movements, it may be materially misstated for the same
reason.
Opinions on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for
qualified opinion section of our report, in our opinion, based on the work
undertaken in the course of the audit:
· the information given in the Strategic Report
and the Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
· the Strategic Report and the Directors'
Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Except for the matter described in the basis for qualified opinion section of
our report, in the light of the knowledge and understanding of the group and
the parent company and their environment obtained in the course of the audit,
we have not identified material misstatements in the Strategic Report or the
Directors' Report.
Arising solely from the limitation on the scope of our work relating to crypto
assets on the Umbria network, referred to above:
· we have not obtained all the information and explanations that we
considered necessary for the purpose of our audit; and
· we were unable to determine whether adequate accounting records
have been kept.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· returns adequate for our audit have not been
received from branches not visited by us; or
· the parent company financial statements are
not in agreement with the accounting records and returns; or
· certain disclosures of directors'
remuneration specified by law are not made.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out
on page 14, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group and the parent company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the group and
parent financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The specific procedures for this engagement and the extent to
which these are capable of detecting irregularities, including fraud are
detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the group and parent company's financial
statements to material misstatement and how fraud might occur, including
through discussions with the directors, discussions within our audit team
planning meeting, updating our record of internal controls and ensuring these
controls operated as intended. We evaluated possible incentives and
opportunities for fraudulent manipulation of the financial statements. We
identified laws and regulations that are of significance in the context of the
group and parent company by discussions with directors and by updating our
understanding of the sectors in which the group and parent company operate.
Laws and regulations of direct significance in the context of the group and
parent company include The Companies Act 2006, the AIM Rules for Companies and
UK Tax legislation.
Audit response to risks identified:
We considered the extent of compliance with these laws and regulations as part
of our audit procedures on the related financial statement items including a
review of group and parent company financial statement disclosures. We
reviewed the parent company's records of breaches of laws and regulations,
minutes of meetings and correspondence with relevant authorities to identify
potential material misstatements arising. We discussed the parent company's
policies and procedures for compliance with laws and regulations with members
of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew
attention to the key areas which might involve non-compliance with laws and
regulations or fraud. We enquired of management whether they were aware of any
instances of non-compliance with laws and regulations or knowledge of any
actual, suspected or alleged fraud. We addressed the risk of fraud through
management override of controls by testing the appropriateness of journal
entries and identifying any significant transactions that were unusual or
outside the normal course of business. We assessed whether judgements made in
making accounting estimates gave rise to a possible indication of management
bias. At the completion stage of the audit, the engagement partner's review
included ensuring that the team had approached their work with appropriate
professional scepticism and thus the capacity to identify non-compliance with
laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we
would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial
Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the parent company's members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the parent company's
members those matters we are required to state to them in an auditor's report
and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the parent company and
the parent company's members as a body, for our audit work, for this report,
or for the opinions we have formed.
…………………………………..
Jamie Cassell (Senior Statutory Auditor)
for and on behalf of Saffery Champness LLP
Chartered Accountants
Statutory
Auditors
71 Queen Victoria Street
London
EC4V 4BE
22 December 2022
Consolidated income statement
30 June 30 June
2022 2021
Notes £'000 £'000
Revenue 3 107 65
Cost of sales - (5)
Gross profit 107 60
Other administrative expenses (948) (425)
Total administrative expenses (948) (425)
Other operating income 4 - 124
Operating loss 4 (841) (241)
Finance expense 7 - (1)
Impairment of investment in Encryptid Gaming 12 - (18)
Share of post-tax (loss)/profit of equity accounted associate 12 (214) 285
(Loss)/profit before tax (1,055) 25
Taxation 8 37 4
(Loss)/profit from continuing operations (1,018) 29
(Loss)/profit from discontinued operations - (8)
Total (loss)/profit for the period attributable to shareholders of the parent
(1,018) 21
(Loss)/earnings per share from continuing operations
Basic 9 (8.91) p 0.25 p
Diluted 9 (8.91) p 0.26 p
(Loss)/earnings per share from total operations
Basic 9 8.91) p 0.18 p
Diluted 9 (8.91) p 0.19 p
Consolidated statement of comprehensive income
30 June 30 June
2022 2021
£'000 £'000
(Loss)/profit for the period (1,018) 21
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Items that will be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations 2 (6)
Total other comprehensive income 2 (6)
Total comprehensive (loss)/income for the year attributable to shareholders of
the parent
(1,016) 15
The accompanying accounting policies and notes on pages 26 to 48 form an
integral part of these financial statements.
Consolidated balance sheet
30 June 30 June
2022 2021
Notes £'000 £'000
Assets
Non-current assets
Intangible assets 10 36 -
Property, plant and equipment 11 4 1
Other receivables 15 1 -
Investment in associate 12 1,101 1,419
1,142 1,420
Current assets
Trade and other receivables 15 22 29
Corporation tax receivable 4 4
Cash and cash equivalents 765 1,497
791 1,530
Total assets 1,933 2,950
Equity and liabilities
Equity
Issued capital 19 3,574 3,574
Share premium 1 4,484 4,484
Share based payment reserve 20 65 65
Foreign exchange reserve 1 (3) (5)
Retained earnings 1 (6,217) (5,199)
1,903 2,919
Current liabilities
Trade and other payables 17 29 31
Deferred tax liability 1 -
Total liabilities 30 31
Total equity and liabilities 1,933 2,950
The financial statements on pages 19 to 48 were authorised for issue by the
Board of Directors on 22(nd) December 2022 and were signed on its behalf by:
Clement Chambers
CEO
22 December 2022
Company number: 03203042
The accompanying accounting policies and notes on pages 26 to 48 form an
integral part of these financial statements.
Company balance sheet
30 June 30 June
2022 2021
Notes £'000 £'000
Assets
Non-current assets
Intangible assets 10 36 -
Property, plant and equipment 11 4 1
Investment in associate 12 1,101 1,419
1,141 1,420
Current assets
Trade and other receivables 15 50 44
Cash and cash equivalents 751 1,485
801 1,529
Total assets 1,942 2,949
Equity and liabilities
Equity
Issued capital 19 3,574 3,574
Share premium 1 4,484 4,484
Share based payment reserve 20 65 65
Retained earnings 1 (6,211) (5,227)
1,912 2,896
Current liabilities
Trade and other payables 17 29 53
Deferred tax liability 1 -
Total liabilities 30 53
Total equity and liabilities 1,942 2,949
As permitted by Section 408 of the Companies Act 2006, the income statement
and statement of comprehensive income of the parent company is not presented
as part of these financial statements. The parent company's result after
taxation for the financial year was a loss of £984,000 (2021: profit of
£18,000).
The financial statements on pages 18 to 48 were authorised for issue by the
Board of Directors on 22(nd) December 2022 and were signed on its behalf:
Clement Chambers
CEO
22 December 2022
Company number: 03203042
The accompanying accounting policies and notes on pages 26 to 48 form an
integral part of these financial statements.
Consolidated statement of changes in equity
Share capital Share premium Share based payment reserve Foreign exchange reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 July 2020 3,292 3,155 64 1 (5,269) 1,243
Transactions with equity shareholders:
Share issue 282 1,470 - - - 1,752
Recycle option cost - - (52) - 52 -
Share based payment (issue costs) - (53) 53 - - -
Share issue costs - (88) - - - (88)
Net asset movements of associate - - - - (3) (3)
Profit for the year after tax - - - - 21 21
Exchange differences on translation of foreign operations
- - - (6) - (6)
Total other comprehensive income - - - (6) - (6)
Total comprehensive income - - - (6) 21 15
At 30 June 2021 3,574 4,484 65 (5) (5,199) 2,919
Transactions with equity shareholders: - - - - - -
Profit/(loss) for the year after tax - - - - (1,018) (1,018)
Exchange differences on translation of foreign operations - - - 2 - 2
Total other comprehensive income - - - 2 - 2
Total comprehensive income - - - 2 (1,018) (1,016)
At 30 June 2022 3,574 4,484 65 (3) (6,127) 1,903
The accompanying accounting policies and notes on pages 26 to 48 form an
integral part of these financial statements.
Company statement of changes in equity
Share capital Share premium Share based payment reserve Retained earnings Total equity
£'000 £'000 £'000 £'000 £'000
At 1 July 2020 3,292 3,155 64 (5,294) 1,217
Transactions with equity shareholders:
Share issue 282 1,470 - - 1,752
Recycle option cost - - (52) 52 -
Share based payment expense - (53) 53 - -
Share issue costs - (88) - - (88)
Net asset movements of associate - - - (3) (3)
Total comprehensive income for the year - - - 18 18
At 30 June 2021 3,574 4,484 65 (5,227) 2,896
Transactions with equity shareholders:
Profit/(loss) for the year after tax - - - (984) (984)
Total comprehensive income - - - -
At 30 June 2022 3,574 4,484 65 (6,211) 1,912
The accompanying accounting policies and notes on pages 26 to 48 form an
integral part of these financial statements.
Consolidated cash flow statement
12 months to 12 months to
30 June 30 June
2022 2021
Notes £'000 £'000
Cash flows from operating activities
(Loss)/profit for the year from continuing operations (1,018) 29
(Loss)/profit for the year from discontinued operations - (8)
Loss/(profit) from equity accounted associate 214 (285)
Intangible crypto assets received from Umbria Bridge (36) -
Net finance charge in the income statement 7 - 1
Impairment of investment in Encryptid Gaming - 18
Depreciation of property, plant & equipment 11 2 29
Decrease/(increase) in trade and other receivables 15 7 87
Decrease in trade and other payables 18 (2) (8)
Net cash used by operating activities (833) (137)
Cash flows from investing activities
Payments for property plant and equipment 11 (5) -
Dividends received 104
Net cash used by investing activities 99 -
Cash flows from financing activities
Share issues - 1,664
(Repay)/draw bank overdraft - (27)
Repay lease - (13)
Interest paid - (1)
Net cash generated by financing activities - 1,623
Net (decrease)/increase in cash and cash equivalents (734) 1,486
Foreign exchange difference 2 (6)
Cash and cash equivalents at the start of the period 1,497 17
Cash and cash equivalents at the end of the period 765 1,497
The accompanying accounting policies and notes on pages 26 to 48 form an
integral part of these financial statements.
Company cash flow statement
12 months to 12 months to
30 June 30 June
2022 2021
Notes £'000 £'000
Cash flows from operating activities
(Loss)/profit for the year (984) 18
(Loss)/profit from equity accounted associate 214 (285)
Intangible crypto assets received from Umbria Bridge (36) -
Impairment of investment in Encryptid Gaming - 18
Depreciation of property, plant & equipment 11 2 16
(Increase)/decrease in trade and other receivables 14 (6) 90
(Decrease) in trade and other payables 17 (23) (20)
Net cash used by operating activities (833) (163)
Cash flows from investing activities
Payments for property plant and equipment 11 (5) -
Dividends received 104
Net cash used by investing activities 99 -
Cash flows from financing activities
Share issues - 1,664
(Repay)/draw bank overdraft 16 - (27)
Net cash generated by financing activities - 1,637
Net (decrease)/increase in cash and cash equivalents (734) 1,474
Cash and cash equivalents at the start of the period 1,485 11
Cash and cash equivalents at the end of the period 751 1,485
The accompanying accounting policies and notes on pages 26 to 48 form an
integral part of these financial statements.
Notes to the financial statements
1. General information
The principal activity of Online Blockchain Plc ("the Company") and its
subsidiaries (together "the Group") is that of an incubator and investor in
internet and information businesses, developers, administrators and custodians
of blockchains and cryptocurrencies.
The principal trading subsidiaries are Awesome Animation Limited and Online
Development Inc.
The Company is a public limited company which is quoted on the AIM of the
London Stock Exchange and is incorporated in England and Wales and domiciled
in the UK. The address of the registered office is First Floor, 85 Great
Portland Street, London, W1W 7LT.
The registered number of the company is 03203042.
Exemption from audit
For the year ended 30 June 2022 Online Blockchain Plc has provided a guarantee
in respect of all liabilities due by its subsidiary company Awesome Animation
Limited (Company No. 11166820) thus entitling it to exemption from audit under
section 479A of the Companies Act 2006 relating to subsidiary companies.
2. Summary of significant accounting policies
Basis of preparation
The consolidated and company financial statements are for the year ended 30
June 2022. The financial reporting framework that has been applied in their
preparation is applicable law and UK-adopted international accounting
standards as at 30 June 2022. The consolidated and company financial
statements have been prepared under the historical cost convention and are
presented in Sterling rounded to the nearest thousand (£'000) except where
indicated otherwise.
Going concern
The financial statements have been prepared on the going concern basis which
assumes the Group will continue in existence for the foreseeable future. The
Directors have prepared a detailed forecast of future trading, the Directors
believe that this will gradually improve over the next 12 months with revenue
being generated through the development and then selling of a NFT and the
trading of crypto coins that will include the Umbria coin. Inevitably this
does bring uncertainty due to the volatility of the market and the demand for
the NFT to enable it to generate revenue for the Group. The Group cash balance
at the year-end is £765,207. In addition, to maintain liquidity, the Group
has access to an overdraft facility amounting to £50,000 and, if necessary,
the option is available to raise additional funds on the market or,
ultimately, to sell shares in ADVFN Plc and if required for the directors to
waive some or part of their salaries.
While the directors remain confident that there are viable options to raise
additional funds if required, as at the date of this report these are not
secured, and accordingly there is material uncertainty that may cast doubt
over the Group's ability to continue as a going concern. The financial
statements have been prepared on a going concern basis. The financial
statements do not include the adjustments that would result if the Group was
unable to continue as a going concern.
Standards and amendments to existing standards adopted in these accounts
Interest Rate Benchmark Reform - IBOR 'phase 2' (Amendments to IFRS 7)
COVID-19 Related Rent Concessions (Amendments to IFRS 16)
The standards and amendments adopted in these accounts had no material effect
on the financial statements.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Standards, amendments and interpretations to existing standards that are not
yet effective and have not been early adopted by the Company in the 30 June
2022 financial statements
Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37)
Property Plant and Equipment: Proceeds before intended use. (Amendments to IAS
16)
Annual improvements to IFRS Standards 2018-2020
References to Conceptual Framework (Amendments to IFRS 3)
Classification of liabilities as Current or Non-current (Amendments to IAS 1)
IFRS 17 - Insurance Contracts
Amendments to IFRS 17 - Insurance Contracts; and Extension of the Temporary
Exemption from Applying IFRS 9 (Amendments to IFRS 4 Insurance Contracts)
Disclosure of Accounting Policies (Amendments to IAS 1 Presentation of
Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements)
Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors)
Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (Amendments to IAS 12 Income Taxes)
IAS 1 Presentation of Financial Statements and IAS 8 Accounting policies,
Changes in Accounting Estimates and Errors (Amendment - Definition of
Material)
IFRS 3 Business Combinations (Amendment - Definition of Business)
Revised Conceptual Framework for Financial Reporting
The Directors continue to monitor developments in the relevant accounting
standards but do not believe that these changes will significantly impact the
Group.
Consolidation
The Group's financial statements consolidate those of the parent company and
all of its subsidiaries drawn up to 30 June 2022. The parent controls a
subsidiary if it is exposed, or has rights, to variable returns from its
involvement with the subsidiary and has the ability to affect those returns
through its power over the subsidiary. The existence and effect of potential
voting rights that are currently exercisable or convertible are considered
when assessing whether the Group controls another entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated on the date control ceases.
Inter-company transactions, balances and unrealised gains and losses (where
they do not provide evidence of impairment of the asset transferred) on
transactions between Group companies are eliminated.
Subsidiaries
The investment in the subsidiaries of the Group is held at cost less any
impairment. The two subsidiaries have been incorporated by the parent so that
the investment is an insignificant amount.
Equity accounting
Investments in associates for both the Company and the Group are accounted for
using the equity method. The Company owns 17.64% (2020: 17.92%) of ADVFN plc.
The investment in ADVFN plc is treated for the purposes of financial reporting
as an associate due to the common directorships held between ADVFN plc and
Online Blockchain plc and the resulting level of significant influence over
the associate. This method results in the investor recognising the investment
at cost and thereafter adjusting to recognise the Group's share of the results
of the investee in the income statement and net assets in the balance sheet.
The share is based on the percentage ownership the investor has in the
investee.
The carrying amount of the investment in associates is increased or decreased
to recognise the Group's share of the profit or loss and other comprehensive
income of the associate.
Management reviews the investment for impairment on a regular basis, based on
the indicators provided in IAS28. Although ADVFN is loss making in the current
year, this is not expected to be 'other than temporary' and the market value
of the investment is higher than the carrying value, therefore no impairment
has been deemed necessary.
Financial assets at fair value through profit and loss
Investments in equity shares for both the Company and the Group are accounted
for as financial assets at fair value through profit and loss. This method
results in an initial valuation at fair value with any change in valuation
being recognised in the income statement.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Foreign currency translation
a) Functional and presentational currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates (the functional currency). The Company's functional currency
and the Group's presentational currency is Sterling.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at the reporting period end exchange rates of
monetary assets and liabilities denominated in foreign currencies are
recognised in the income statement.
c) Group companies
The results and financial position of all Group entities that have a
functional currency different from the presentation currency are translated
into the presentation currency as follows:
· Assets and liabilities for each balance sheet presented are
translated at the closing rate at the date of the balance sheet.
· Income and expenses for each income statement are translated at the
rate of exchange at the transaction date. Where this is not possible, the
average rate for the period is used but only if there is no significant
fluctuation in the rate and;
· On consolidation, exchange differences arising from the translation
of the net investment in foreign entities are recognised in other
comprehensive income and accumulated in a separate component of equity. Post
transition exchange differences are recycled to profit or loss as a
reclassification adjustment upon disposal of the foreign operation.
Revenue
Revenue is the fair value of the total amount receivable by the Group for
supplies of services. VAT or similar local taxes and trade discounts are
excluded. The Group derives revenue from providing management services to
its associate company ADVFN plc for the purchase of advertising, from
subscriptions to freefaucet.io and from mining for crypto currency. The
revenues of the Group are now accounted for under the new standard IFRS 15
'Revenue from contracts with customers' and recognised as follows:
· Management fees - recognised over the period that management services
are delivered
· Subscriptions - the Faucet supply of crypto-currency is available
through a subscription service which is only available on a month by month
basis and therefore creates only an insignificant revenue deferral. The
revenue is recognised over each monthly service period.
· Crypto assets received from the Umbria Bridge network are
recorded as revenue in the month they are received into the Company's
"wallet". This is translated into the Company's functional currency at the
published exchange rates for the month of the transactions.
Mining for crypto currency is out of scope for IFRS 15 as there is no
identifiable customer contract. Income is recognised at the point in time
that crypto currency is passed to the Group.
Employee benefits
The cost of pensions in respect of the Group's defined contribution scheme is
charged to profit or loss in the period in which the related employee services
were provided.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Property, plant and equipment
Property, plant and equipment are recorded at cost net of accumulated
depreciation and any provision for impairment. Depreciation is provided using
the straight-line method to write off the cost of the asset less any residual
value over its useful economic life. The residual values of assets are
reviewed annually and revised where necessary. Assets' useful economic lives
are as follows:
Computer equipment 33% per
annum over 3 years
Right of use lease asset the earlier
of the end of the useful life of the asset or the end of the lease term
Impairment
For the purposes of assessing impairment, assets are grouped at the lowest
level for which there are separately identifiable cash flows. As a result some
assets are tested individually for impairment and some are tested at
cash-generating unit level.
Assets not yet available for use are tested for impairment at least annually.
All other individual assets or cash-generating units are tested for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable.
An impairment loss is recognised for the amount by which the carrying amount
exceeds the recoverable amount of the asset or cash-generating unit. The
recoverable amount is the higher of fair value, reflecting market conditions
less costs to sell, and value in use based on an internal discounted cash flow
evaluation. The cashflow evaluations are a result of the Director's estimation
of future sales and expenses based on their past experience and the current
market activity within the business. All assets are subsequently reassessed
for indications that an impairment loss previously recognised may no longer
exist.
Intangible assets
Intangible assets represent the holdings of crypto-currencies held on the
Umbria Bridge Network. These are recognised at fair value when received as
commission. They are subsequently held at revaluation to the extent that there
is an active market. Where there is no active market, they are held at cost
less any accumulated amortisation. Increase as a result of revaluation are
recognised in other comprehensive income and accumulated in the revaluation
reserves. Decreases as a result of revaluation are recognised in the income
statement, unless reversing a previously recognised gain which had been
recorded in other comprehensive income.
Financial assets
On initial recognition, the Group classifies its financial assets as either
financial assets at fair value through profit or loss, at amortised cost or
fair value through comprehensive income, as appropriate. The classification
depends on the purpose for which the financial assets were acquired. At the
reporting year-end the financial assets of the Group were all classified as
loans or receivables.
Trade receivables
These assets are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They arise principally
through the provision of goods and services to customers but also incorporate
other types of contractual monetary assets.
They are initially recognised at fair value and measured subsequent to initial
recognition at amortised cost using the effective interest method, less any
impairment loss.
The Group's financial assets comprise trade receivables, other receivables
(excluding prepayments) and cash and cash equivalents.
Trade and other receivables - impairment
As discussed in note 16, the need for impairment is reviewed by management but
is currently not deemed necessary.
Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short term highly liquid investments with original maturities of
three months or less, and - for the purpose of the statement of cash flows -
bank overdrafts. Bank overdrafts are shown within loans and borrowings in
current liabilities on the consolidated statement of financial position
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Financial liabilities
The Group's financial liabilities include trade and other payables.
Financial liabilities are recognised when the Group becomes a party to the
contractual agreements of the instrument. All interest related charges are
recognised as an expense in the income statement. Borrowings consist of a bank
overdraft and the lease liability of the leased office accommodation.
Trade payables are recognised initially at their fair value, net of
transaction costs and subsequently measured at amortised costs less settlement
payments.
Income taxes
Current income tax assets and liabilities comprise those obligations to fiscal
authorities in the countries in which the Group carries out its operations.
They are calculated according to the tax rates and tax laws applicable to the
fiscal period and the country to which they relate. All changes to current tax
liabilities are recognised as a component of tax expense in the income
statement unless the tax relates to an item taken directly to equity in which
case the tax is also taken directly to equity. Tax relating to items
recognised in other comprehensive income is recognised in other comprehensive
income.
Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between
the carrying amounts of assets and liabilities and their tax bases. However,
deferred tax is not provided on the initial recognition of goodwill, nor on
the initial recognition of an asset or liability unless the related
transaction is a business combination or affects tax or accounting profit.
Deferred tax on temporary differences associated with shares in subsidiaries
and joint ventures is not provided if reversal of these temporary differences
can be controlled by the Group and it is probable that reversal will not occur
in the foreseeable future. In addition, tax losses available to be carried
forward as well as other income tax credits to the group are assessed for
recognition as deferred tax assets.
Deferred tax liabilities are always provided for in full. Deferred tax assets
such as those resulting from assessing deferred tax on the expense of
share-based payments, are recognised to the extent that it is probable that
future taxable profits will be available against which the temporary
differences can be utilised. Deferred tax assets and liabilities are
calculated at tax rates that are expected to apply to their respective period
of realisation, provided they are enacted or substantively enacted at the
balance sheet date.
Provisions, contingent liabilities and contingent assets
Provisions are recognised when the present obligations arising from legal or
constructive commitment resulting from past events, will probably lead to an
outflow of economic resources from the Group which can be estimated reliably.
Provisions are measured at the present value of the estimated expenditure
required to settle the present obligation, based on the most reliable evidence
available at the balance sheet date.
All provisions are reviewed at each balance sheet date and adjusted to reflect
the current best estimates.
Share based employee compensation
The Group operates equity settled share-based compensation plans for
remuneration of its employees.
All employee services received in exchange for the grant of any share-based
compensation are measured at their fair values. These are indirectly
determined by reference to the share options awarded. Their value is appraised
at the grant date and excludes the impact of any non-market vesting conditions
(e.g. profitability or sales growth targets).
All share-based compensation is ultimately recognised as an expense in the
income statement with a corresponding credit to the share-based payment
reserve, net of deferred tax where applicable. If vesting periods or other
vesting conditions apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options expected
to vest. Non-market vesting conditions are included in assumptions about the
number of options that are expected to become exercisable. Estimates are
subsequently revised if there is any indication that the number of share
options expected to vest differs from previous estimates. No adjustment to
expense recognised in prior periods is made if fewer share options ultimately
are exercised than originally estimated.
Upon exercise of share options, the proceeds received, net of any directly
attributable transaction costs, up to the nominal value of the shares issued
are reallocated to share capital with any excess being recorded as additional
share premium.
Where modifications are made to the vesting or lapse dates of options the
excess of the fair value of the revised options over the fair value of the
original options at the modification date is expensed over the remaining
vesting period.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Leases
The Group is a lessee of office premises and recognises a right-of-use asset
and a lease liability for most leases under the modified retrospective
approach.
The right-of-use asset is initially measured at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made
before the commencement date, plus any initial direct costs incurred and an
estimate of costs to dismantle and remove the underlying asset or to restore
the underlying asset or the site on which it is located, less any lease
incentive received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the earlier of the end of the useful life
of the right-of-use asset or the end of the lease term. The estimated useful
lives of right-of-use assets are determined on the same basis as those of
property and equipment. In addition, the right-of-use asset is periodically
reduced by impairment losses, if any, and adjusted for certain remeasurements
of the lease liability.
Lease payments included in the measurement of the lease liability comprise the
following:
- fixed payments, including in-substance fixed payments
- variable lease payments that depend on an index or rate, initially
measured using the index or rate at the commencement date
- amounts expected to be payable under a residual value guarantee, and
- the exercise price under a purchase option that the group is
reasonably certain to exercise, lease payments in an optional renewal period
if the group is reasonably certain to exercise such an option to extend and
penalties for early termination of a lease unless the group is reasonably
certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, if there is a change in the group's
estimate of the amount expected to be payable under a residual value guarantee
or if the group changes its assessment of whether it will exercise a purchase,
extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset or is recorded in
profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
The group presents right-of-use assets in 'property, plant and equipment' and
lease liabilities in 'loans and borrowings' in the statement of financial
position.
Equity
Issued capital
Ordinary shares are classified as equity. The nominal value of shares is
included in issued capital.
Share premium
The share premium account represents the excess over nominal value of the fair
value of consideration received for equity shares, net of the expenses of the
share issue.
Share based payment reserve
The share-based payment reserve represents equity settled share-based employee
remuneration until such share options are exercised.
Foreign exchange reserve
The foreign exchange reserve represents foreign exchange gains and losses
arising on translation of investments in overseas subsidiaries into the
consolidated financial statements.
Retained earnings
The retained earnings include all current and prior period results for the
Group and the post-acquisition results of the Group's subsidiaries as
determined by the income statement.
Dividends
Final equity dividends to the shareholders of Online Blockchain Plc are
recognised in the period that they are approved by shareholders. Interim
equity dividends are recognised in the period that they are paid.
Dividends receivable are recognised when the Company's right to receive
payment is established.
Notes to the financial statements (continued)
Summary of significant accounting policies (continued)
Use of key accounting estimates and judgements
Many of the amounts included in the financial statements involve the use of
judgement and/or estimation. These judgements and estimates are based on
management's best knowledge of the relevant facts and circumstances, having
regard to prior experience, but actual results may differ from the amounts
included in the financial statements. Information about such judgements and
estimates is contained in the accounting policies and/or the notes to the
financial statements and the key areas are summarised below:
Judgements in applying accounting policies
· The Directors have used their judgement to decide whether the Company
should be treated as a going concern and whether it will be able to continue
in existence for the foreseeable future. Directors must consider the latest
forecasts, together with the cash resources, if any, available to them. The
Company has a significant investment in the shares of ADVFN Plc therefore the
Directors have judged that it is appropriate for the financial statements to
be prepared on the going concern basis.
· The Directors must consider whether the investment in ADVFN gives
sufficient influence over the investee so as to require the investee to be
considered an associate. Online Blockchain holds an investment of 17.92% and,
there were joint directorships during the year ended 30 June 2022 to the
extent that significant influence clearly existed and therefore ADVFN is
considered an associate of the company.
· The Directors must assess whether there is any impairment to be made in the
carrying value of the on the balance sheet of the associate company ADVFN Plc.
This requires the use of a discounted present value calculation and the
selection of an appropriate discount rate.
· The Directors have used their judgement in assessing the value of the
various crypto currencies held by the Company at the year end. Where there
were no readily available markets for the currencies, the valuation has been
considered to be zero as it is not possible to liquidate these assets.
However, where there is a readily available market, the value of the currency
has been based on the published rates for these currencies.
Sources of estimation uncertainty
· The Company uses estimation techniques to value the options which are
granted to management. The technique is based on the results of the Black
Scholes model and requires inputs to calculate the value. The Directors
estimate the value of the inputs based on historical data and market
experience.
· The Directors must selection of an appropriate discount rate for the
purpose of assessing the need for impairment of assets.
Notes to the financial statements (continued)
3. Segmental analysis
The Directors identify operating segments based upon the information which is
regularly reviewed by the chief operating decision maker. The Group considers
that the chief operating decision makers are the executive members of the
Board of Directors.
The Group has two reportable operating segments, being that of 'other' and the
provision of management services. The 'Other' segment includes the remaining
income from mining, income from the Umbria Bridge network and a small amount
of advertising. Segment information can be analysed as follows for the
reporting period under review:
2022 Provision of management services Other Total
£'000 £'000 £'000
Revenue from third party 83 - 83
Revenue from related party 24 - 24
Revenue from mining - - -
Depreciation and amortisation (2) - (2)
Other operating expenses (945) (1) (946)
Other operating income -
Segment operating loss (840) (1) (841)
Loss after tax from equity accounted associate (241) - (241)
Segment assets 1,918 15 1,933
Segment liabilities (29) - (29)
Purchases of non-current assets (36) - (36)
2021 Provision of management services Other Continuing Discontinued Total
operations Faucet subscriptions
£'000 £'000 £'000 £'000 £'000
Revenue from third party 4 4 24 28
Revenue from related party 53 - 53 - 53
Revenue from mining - 8 8 - 8
Depreciation and amortisation (16) (13) (29) - (29)
Other operating expenses (396) (5) (401) (32) (433)
Other operating income - 124 124 - 124
Segment operating loss (359) 118 (241) (8) (249)
Profit after tax from equity accounted associate
285 - 285 - 285
Interest income - - - - -
Interest expense (1) - (1) - (1)
Segment assets 2,928 15 2,943 7 2,950
Segment liabilities (31) - (31) - (31)
Purchases of non-current assets - - - - -
Mining activity continued into the current year but had been put on hold by
the 30 June 2022. The assets have been re-allocated to the management services
segment and the income generated from mining during the current year is now
shown under the 'Other' segment. There will be no further income from mining
cryptocurrency.
During both 2022 and 2021 a related party accounted for more than 10% of the
Group's total revenues.
Notes to the financial statements (continued)
4. Operating loss
2022 2021
Operating loss has been arrived at after charging: £'000 £'000
Foreign exchange loss (3) (2)
Other operating income (124)
Depreciation and amortisation:
Revaluation of intangible assets 47 -
Depreciation of property plant and equipment:
Owned 2 16
Leased - 13
Employee costs (Note 6) 292 162
Audit and non-audit services:
Fees payable to the company's auditor for the audit of the Company's annual
accounts
18 22
Fees payable to the Company's auditor and its associates for other services:
All other assurance services - -
All non-audit services - -
Taxation compliance services - -
5. Remuneration of key senior management for Group and Company
Key senior management comprises only Directors. 2022 2021
£'000 £'000
Salaries and fees 200 75
Annual bonus 45 80
245 155
Highest paid Director
Salaries and fees 100 30
Annual bonus 20 40
120 70
Details of the Directors' emoluments, together with other related information,
are set out in the Remuneration Report
on page 16.
6. Employees
GROUP
2022 2021
£'000 £'000
Employee costs (including Directors):
Salaries and fees 222 75
Annual bonus 56 80
Share based payments - -
Post-employment benefits - defined contribution pension plans - -
Social security costs 14 7
292 162
The average number of employees during the year was made up as follows:
Development 1 -
Sales and Administration 3 4
4 4
Notes to the financial statements (continued)
7. Finance income and expense
GROUP
2022 2021
£'000 £'000
Finance expense
- Finance charge on lease liability - 1
- 1
8. Income tax expense
GROUP
2022 2021
£'000 £'000
Current Tax:
UK corporation tax on losses for the year - -
Adjustments in respect of prior periods (38) (4)
Total current taxation (38) (4)
Deferred tax:
Origination and reversal of timing differences 1 -
Total deferred taxation 1 -
Taxation (37) (4)
The tax assessed for the year is different from the standard rate of
corporation tax as applied in the respective trading domains where the Group
operates. The differences are explained below:
2022 2021
£'000 £'000
(Loss)/ profit before tax (841) (268)
Less profit/(loss) after tax in equity accounted associate (214) 285
(1,055) 17
Loss before tax multiplied by the respective standard rate of corporation tax (200)
applicable in the UK (19.00%) (2021: 19.00%)
3
Effects of:
Non-deductible expenses (52) (10)
Utilised loss for R&D credit - prior year - 7
Adjustments in respect of prior periods (38) (4)
Movements in unrecognised deferred tax 253 -
Tax credit for the year (37) (4)
The recognised and unrecognised deferred tax assets have been calculated at
25%, being the rate of Corporation Tax effective from 1 April 2023 and enacted
by 10 June 2021.
Notes to the financial statements (continued)
9. Earnings per share
12 months to 12 months to
30 June 30 June
2022 2021
£'000 £'000
(Loss)/earnings from continuing operations (1,018) 29
(Loss)/earnings from total operations (1,018) 21
(Loss)/earnings per share for continuing operations
Basic (8.91) p 0.25 p
Diluted (8.91) p 0.26 p
(Loss)/earnings per share for total operations
Basic (8.91) p 0.18 p
Diluted (8.91) p 0.19 p
Shares Shares
Weighted average number of Ordinary shares in issue for the year 11,423,439 11,423,439
Dilutive effect of options - (164,090)
Weighted average shares for diluted earnings per share 11,423,439 11,259,350
Where a loss has been recorded for the year the diluted loss per share does
not differ from the basic loss per share as the exercise of share options
would have the effect of reducing the loss per share and is therefore not
dilutive under the terms of IAS 33. Where a profit has been recorded but the
average share price for the year remains under the exercise price the
existence of options is likewise not dilutive.
10. Intangible assets
GROUP
Crypto-currencies Total
£'000 £'000
Cost or valuation
At 30 June 2021 - -
Additions 36 36
At 30 June 2022 36 36
Amortisation
At 30 June 2021 - -
Charge for the year - -
At 30 June 2022 - -
Net book value
At 30 June 2022 36 36
At 30 June 2021 - -
The intangible asset additions relate to cryptocurrencies held at the year-end
that were earned on the Umbria Bridge network that can be traded on readily
available markets. There were no such assets in any previous years.
The directors are satisfied that no indication of impairment exists in respect
of these assets.
Notes to the financial statements (continued)
Intangible assets (continued)
COMPANY
Crypto-currencies Total
£'000 £'000
Cost or valuation
At 30 June 2021 - -
Additions 36 36
At 30 June 2022 36 36
Amortisation
At 30 June 2021 - -
Charge for the year - -
At 30 June 2022 - -
Net book value
At 30 June 2022 36 36
At 30 June 2021 - -
The intangible asset additions relate to cryptocurrencies held at the year-end
that were earned on the Umbria Bridge network that can be traded on readily
available markets. There were no such assets in any previous years.
The directors are satisfied that no indication of impairment exists in respect
of these assets.
Notes to the financial statements (continued)
11. Property, plant and equipment
GROUP
Computer equipment Total
£'000 £'000
Cost
At 1 July 2020 66 66
Recognised upon adoption of IFRS 16 Leases
Additions - -
At 30 June 2021 66 66
Additions 5 5
At 30 June 2022 71 71
Depreciation
At 1 July 2020 49 49
Charge for the year 16 16
At 30 June 2021 65 65
Charge for the year 2 2
At 30 June 2022 67 67
Net book value
At 30 June 2022 4 4
At 30 June 2021 1 1
COMPANY
Computer equipment Total
£'000 £'000
Cost
At 1 July 2020 66 66
Additions - -
At 30 June 2021 66 66
Additions 5 5
At 30 June 2022 71 71
Depreciation
At 1 July 2020 49 49
Charge for the year 16 16
At 30 June 2021 65 65
Charge for the year 2 2
At 30 June 2022 67 67
Net book value
At 30 June 2022 4 4
At 30 June 2021 1 1
Notes to the financial statements (continued)
12. Investments
Investment in associate
The Company owns 17.64% (2021: 17.64%) of ADVFN plc (ADVFN) which is
incorporated in England and Wales and its principal activity is the
development and provision of financial information, primarily via the
internet, research services and the development and exploitation of ancillary
internet sites. The investment in ADVFN plc is treated for the purposes of
financial reporting as an associate due to the common directorships held
between ADVFN plc and Online Blockchain plc and the resulting level of
significant influence over the associate. The investment in ADVFN Plc is
accounted for using the equity method in accordance with IAS 28. The amount of
the percentage share of the income statement and the net assets are disclosed
in the accounts of the Company.
Summarised financial information for ADVFN Plc is set out below:
GROUP AND COMPANY 2022 2021
£'000 £'000
Non-current assets 2,236 2,781
Current assets (i) 1,375 2,485
3,611 5,266
Non-current liabilities (ii) (41) (141)
Current liabilities (iii) (2,248) (2,002)
(2,289) (2,143)
Net assets of ADVFN 1,322 3,123
i) Includes cash and cash equivalents 915 1,939
ii) Includes financial liabilities (excluding trade and other payables) (41) (141)
iii) Includes financial liabilities (excluding trade and other payables) (100) (116)
Revenue 7,848 9,059
Total comprehensive (loss)/income for the year (1,295) 1,523
Tax credit - 10
Profit or (loss) from continuing operations (1,368) 1,618
Other comprehensive (loss)/income 73 (95)
A reconciliation of the above summarised information to the carrying amount of
the investment in ADVFN Plc is set out below:
2022 2021
£'000 £'000
Total net assets of ADVFN Plc 1,322 3,123
Proportion of ownership interests held by the group 17.64% 17.64%
Share of net assets of ADVFN Plc 233 551
Cost of investment in ADVFN Plc 868 868
Carrying amount of investment in ADVFN Plc 1,101 1,419
Investment in associate undertakings 2022 2021
£'000 £'000
Listed investments at cost 868 868
Listed investments at market value 2,367 3,017
During the year the Company received a dividend of £104,000 from ADVFN
(2021,: £nil). The market value of ADVFN's shares at 30 June 2022 was 51.00p
(2021: 65.50p). The range during the year was 49.00p to 87.20p (2021; 11.50p
to 75.50p).
The carrying value of the associate in the balance sheet of Online Blockchain
Plc is £1,090,000 and is based on the share of the balance sheet of the
associate company.
Notes to the financial statements (continued)
Investments (continued)
Financial assets at fair value through profit and loss
2022 2021
£'000 £'000
Brought forward - 18
Investment in Encryptid Gaming - -
Impairment of investment - (18)
Carrying amount of investment in Encryptid Gaming Inc - -
13. Subsidiary companies consolidated in these accounts
COMPANY
Subsidiaries
£'000
At 30 June 2021 and 1 July 2020 -
Incorporated
30 June 2022 -
The subsidiary companies have been incorporated with an immaterial amount of
invested capital.
Country of incorporation % interest in Principal activity Registered address
ordinary shares
30 June 2022
Awesome Animation Limited England & Wales 100.00 Office services Ongar Business Centre, The Gables, Fyfield Road, Ongar, Essex, CM5 0GA
Coast Exchange Limited England & Wales 100.00 Dormant as above
Freefaucet Limited England & Wales 100.00 Dormant as above
Online Development Inc. USA 100.00 Web site operator P.O. Box 780
Harrisonville Mo. 64701
The subsidiary company Awesome Animation Limited is exempt from audit under
s479A of the Companies Act 2006.
14. Deferred tax
The Group has unused trading losses and management expenses of approximately
£5,510,000 (2021: £5,194,000) to carry forward against profits of the same
trade which will be recovered once the Company makes a profit.
No deferred tax asset has been recognised in respect of the losses due to the
unpredictability of future profit streams. Substantially all of the losses may
be carried forward indefinitely.
Notes to the financial statements (continued)
15. Trade and other receivables
GROUP
2022 2021
£'000 £'000
Non-current assets
Other receivables (rent deposit) 1 -
Current assets
Prepayments and accrued income 10 10
Other receivables due from an associate undertaking 6 9
Other receivables 6 10
22 29
The Group endeavours only to deal with companies which are demonstrably
creditworthy and this, together with the aggregate financial exposure, is
continuously monitored.
COMPANY
2022 2021
£'000 £'000
Current assets
Prepayments and accrued income 10 10
Other receivables due from an associate undertaking - 5
Other receivables due from a group entity 34 25
Other receivables 6 4
50 44
16. Credit quality of financial assets
Neither the Group nor the Company has significant trade receivables.
Income streams result from:
i) mining of cryptocurrency where there is no
customer (this has now stopped)
ii) provision of management services which are for marketing and
advertising spend. The invoicing for the management services is based on
historical practice as there is no contract and payment for the services is
sporadic with receivables outstanding for a considerable time, however, there
has never been a default on payment by the associate company
iii) Faucet subscription payments where payments are made at the time of
the contract and no credit is extended
iv) A small amount of advertising income.
The receivables from the associate are within the scope of IFRS 9 and under
the standard the application of the expected credit loss basis for impairment
would be applied. However, the situation between the two parties is such that
there is no history of payment default and no reasonable likelihood of this as
the customer is a related party with overlapping directorates. In addition,
the amounts invoiced are small at £53,000 in the current year (2020:
£74,000). As a result the directors consider that there is no risk of default
and so have not made a provision based on the standard.
The remaining receivables comprise VAT refunds from HMRC.
Notes to the financial statements (continued)
17. Trade and other payables
GROUP
2022 2021
£'000 £'000
Trade payables 6 6
Accruals and deferred income 19 24
Other payables 4 1
Deferred taxation 1 -
30 31
COMPANY
2022 2021
£'000 £'000
Trade payables 6 7
Accruals and deferred income 19 23
Other payables 4 23
Deferred taxation 1
30 53
18. Financial instruments
GROUP
Categories of financial instrument 2022 2021
£'000 £'000
Non-current
Trade and other receivables - at amortised cost 1 -
Current
Trade and other receivables - at amortised cost 11 19
11 19
Cash and cash equivalents - 765 1,497
Financial assets 776 1,516
Current
Borrowings -
Trade and other payables - other financial liabilities at amortised cost 21 31
Trade and other payables - non-financial liabilities 9
30 31
Total financial liabilities 21 31
Notes to the financial statements (continued)
Financial instruments (continued)
COMPANY
Categories of financial instrument 2022 2021
£'000 £'000
Current
Trade and other receivables - at amortised cost 40 34
40 34
Cash and cash equivalents 751 1,485
Financial assets 791 1,519
Current
Borrowings - -
Trade and other payables - other financial liabilities at amortised cost 21 52
Trade and other payables - non-financial liabilities 9 1
30 53
Total financial liabilities 21 52
19. Issued share capital
GROUP AND COMPANY Deferred shares of 45p each Ordinary shares of 5p each
Number £'000 Number £'000
At 1 July 2020 6,352,539 2,859 14,311,709 715
17 December 2020 - Share placing - - 1,818,181 91
2 February 2021 - Share placing - - 2,717,391 136
7 January 2021 - Option exercise - - 338,636 17
18 January 2021 - Option exercise - - 613,635 30
17 February 2021 - Option exercise - - 161,518 8
At 30 June 2021 6,352,539 2,859 14,311,709 715
At 30 June 2022 6,352,539 2,859 14,311,709 715
Deferred shares of 45p each 6,352,539 2,859
Ordinary shares of 5p each 14,311,709 715
20,664,248 3,574
Share placings and option exercises
There were no share placings or exercise of share options during the year.
Share price
The market value of the Ordinary shares at 30 June 2022 was 19.50p (2021:
38.00p). The range during the year was 18.50p to 62.00p (2021: 12.00p to
99.00p). Shareholders are entitled to one vote per Ordinary share held and
dividends will be apportioned and paid proportionately to the amounts paid up
on the Ordinary shares held.
The Deferred Shares do not entitle the holders thereof to receive any dividend
or other distribution nor to receive
notice of nor to attend nor vote at any General Meeting of the Company. On a
return of capital on a winding up the
holders of Deferred Shares are only entitled to receive the amount paid up on
such shares after the holders of the
Ordinary Shares have received the sum of £100,000 for each Ordinary Share
held by them and shall have no other
right to participate in the assets of the Company.
Notes to the financial statements (continued)
20. Share based payments
GROUP AND COMPANY
Equity settled share-based payments
The Company has a share option plan for directors and employees which has been
running for a number of years. In addition, warrants for shares have been
issued to third parties as payments for services. Options and warrants are
treated in the same way and are exercisable at a price set at the date of
grant. The options vest based on varying periods of continued service and
warrants vest at specified dates over a period.
The options and warrants are settled in equity once exercised. If the options
and warrants remain unexercised after the specified period from the date of
grant, the options expire.
The fair value of options and warrants granted after 7 November 2002 has been
arrived at using the Black-Scholes model. The assumptions inherent in the use
of this model are as follows:
§ The option/warrant life is assumed to be at the end of the allowed period
§ There are no vesting conditions which apply to the share options/warrants
other than continued service up to 3 years.
§ No variables change during the life of the option or warrant (e.g.
dividend yield must be zero).
§ The risk free interest rate is taken from AAA rated Treasury bonds.
§ Volatility has been calculated over the 3 years prior to the grant date
by reference to the daily share price.
Details of the number of share options and warrants and the weighted average
exercise price (WAEP) outstanding during the year are as follows:
2022 WAEP
Number Price (p)
Outstanding at the beginning of the year 2,253,997 48.60
Granted during the year - -
Exercised during the year - -
Expired during the year - -
Outstanding at the year end 2,253,997 48.60
Exercisable at the year end 2,253,997 48.60
2021 WAEP
Number Price (p)
Outstanding at the beginning of the year 850,000 31.91
Granted during the year 2,517,785 46.70
Exercised during the year (1,113,788) (31.57)
Expired during the year - -
Outstanding at the year end 2,253,997 48.60
Exercisable at the year end 2,253,997 48.60
The options outstanding at the year-end are set out below:
Expiry date Exercise 2022 2021
Price (p) Share options Remaining life Share options Remaining life
31 October 2022 48.50 250,000 0.25 250,000 1.25
15 February 2020 40.00 - - - -
1 September 2022 40.00 145,302 0.25 145,302 1.25
1 September 2022 20.00 450,000 0.25 450,000 1.25
17 December 2022 22.00 50,000 0.50 50,000 1.50
2 February 2023 60.00 1,358,695 0.75 1,358,695 1.75
The total expense for all schemes, was £nil (2021: £53,000).
Notes to the financial statements (continued)
21. Leases
GROUP
There are currently no leases within the group. In the previous year a
subsidiary company rented office space subject to a lease agreement which
ended in April 2021, The total amount of rent paid for this financial year was
£nil (2021: £13,000).
Property, plant and equipment comprises owned and leased assets.
GROUP
2022 2021
£'000 £'000
Property, plant and equipment - owned - 1
Right-of-use assets except for investment property - -
Right-of-use assets
The group leases office buildings:
Balance at 1 July 2021 - 13
Depreciation charge for the year - (13)
Balance at 31 June 2022 - -
Lease Liability
Maturity analysis - contractual discounted cash flows
Within one year - -
Two to five years - -
Over five years - -
Total lease liabilities at 30 June - -
2022 2021
£'000 £'000
Lease liabilities per the statement of financial position
As at 30 June
Current - -
Non-current - -
Amounts recognised in profit or loss
Interest on lease liabilities - 1
Amounts recognized in the statement of cashflows
Total cash outflow for leases - 13
COMPANY
The company carries no leases, however, the Company has a license to occupy an
office premises in Gibraltar which is for a period of 12 months. Under IFRS 16
this is not disclosed as a lease. The total rent paid for this license in this
financial year was £10,000.
Notes to the financial statements (continued)
22. Financial risk management
The Group and Company's activities expose it to a variety of financial risks:
primarily market risk (price risk) and liquidity risk. All companies within
the group apply the same risk management programme, overall this focuses on
the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group's financial performance. Risk management is
carried out by the Board and their policies are outlined below.
a) Market risk
Price risk
The Company holds an investment of 17.64% of the share capital of ADVFN plc
which is traded on the Alternative Investment Market.
The share price of this investment at 30 June 2022 was 51.00p (2021; 65.50p).
It will fluctuate and the range during the year was 49.00p to 87.15p (2021;
11.50p to 75.50p). At the balance sheet date the share price of ADVFN Plc was
51.00p (2021; 65.50p). and the market capitalisation was £17,106,000. A 10%
movement in the share price of the investment would show a movement in the
market capitalisation of £1,711,000 at the balance sheet date.
b) Liquidity risk
Liquidity risk is the risk that the Company will have insufficient funds to
meet its liabilities as they fall due. The Directors monitor cash flow on a
daily basis and at monthly board meetings in the context of their expectations
for the business to ensure sufficient liquidity is available to meet
foreseeable needs.
The Group currently holds cash balances in Sterling to provide funding for
normal trading activity. The Group also has access to additional equity
funding and, for short term flexibility, overdraft facilities would be
arranged with the Group's bankers. Trade and other payables are monitored as
part of normal management routine. Liabilities are disclosed as follows:
GROUP
2022 Within 1 year One to two years Two to five years Over five years
£'000 £'000 £'000 £'000
Trade payables 6 - - -
Accruals 19 - - -
Other payables 4 - - -
2021 Within 1 year One to two years Two to five years Over five years
£'000 £'000 £'000 £'000
Borrowings (including lease liability)
Trade payables 6 - - -
Accruals 24 - - -
Other payables 1 - - -
Notes to the financial statements (continued)
Financial risk management (continued)
COMPANY
2022 Within 1 year One to two years Two to five years Over five years
£'000 £'000 £'000 £'000
Trade payables 6 - - -
Accruals 19 - - -
Other 4 - - -
2021 Within 1 year One to two years Two to five years Over five years
£'000 £'000 £'000 £'000
Borrowings
Trade payables 7 - - -
Accruals 23 - - -
Other 23 - - -
The Directors consider that the carrying amount of trade and other payables in
both the Group and Company is approximately equal to their fair value.
Borrowing facilities
Committed overdraft facilities of £50,000 are available to the Company and at
30 June 2022 the overdraft facility had not been drawn down (2021: £50,000).
The facilities are repayable on demand and are renewed annually in November.
c) Capital risk management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in a volatile and tight credit economy.
The Group will also seek to minimise the cost of capital and attempt to
optimise the capital structure, which currently means maintaining equity
funding and keeping debt levels to insignificant amounts of lease and
overdraft funding. Share capital and premium together amount to £8,058,000
(2021: £8,058,000).
Whilst the Group does not currently pay dividends, it is part of the capital
strategy to provide returns for shareholders and benefits for other members in
the future. However, the Group is planning growth and it will continue to be
important to maintain the Groups credit rating and ability to borrow should
acquisition targets become available.
Capital for further development of the Group's activities will, where
possible, be achieved by share issues and not by carrying significant debt.
23. Capital commitments
GROUP AND COMPANY
There were no capital commitments outstanding at the year end.
Notes to the financial statements (continued)
24. Related party transactions
GROUP
At 30 June 2022 the Group carried receivables due from ADVFN plc of £nil
(2021: £9,000). The Group made management charges and advertising recharges
of £24,000 (2021: £53,000) to ADVFN plc for the year. ADVFN plc is related
by virtue of having a common director: Jon Mullins and as the Company holds
17.64% of the shares in ADVFN plc.
The two sons of Clement Chambers, Barney and Oscar, supplied consultancy
services to the Company which amounted to £81,000 in the year (2021:
£72,000). The company also paid expenses on behalf of Barney and Oscar
amounting to £28,000.
For details of the Directors emoluments see page 16 in the Remuneration
Report; there were no other related party transactions.
COMPANY
At 30 June 2022 the Group carried receivables due from ADVFN plc of £nil
(2021: £5,000). The Company made management charges and advertising
recharges of £24,000 (2021: £53,000) to ADVFN plc for the year. ADVFN plc is
related by virtue of having a common director: Jon Mullins and as the Company
holds 17.64% of the shares in ADVFN plc.
The two sons of Clement Chambers, Barney and Oscar, supplied consultancy
services to the Company which amounted to £81,000 in the year (2021:
£72,000). The company also paid expenses on behalf of Barney and Oscar
amounting to £28,000.
For details of the Directors emoluments see page 14 in the Directors' Report;
there were no other related party transactions.
25. Events after the balance sheet date
Following the resignation of Michael Hodges from ADVFN in July 2022, the Board
considered that the Company will no longer have significant influence over
ADVFN plc and therefore it will be treated as an arm's length investment.
26. Accounts
Copies of these accounts are available from the Company's registered office at
First Floor, 85 Great Portland Street, London, W1W 7LTor from Companies House,
Crown Way, Maindy, Cardiff, CF14 3UZ.
www.companieshouse.gov.uk (http://www.companieshouse.gov.uk)
and from the Online Blockchain Plc website:
www.onlineblockchain.io (http://www.onlineblockchain.io)
ENDS
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