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RNS Number : 9747U  Online Blockchain PLC  31 March 2023

30 March 2023
For immediate release
 
Online Blockchain PLC

("Online" or the "Group")

 

Unaudited Interim Results for the Six Months Ended 31 December 2022

 

Online today announces unaudited interim results for the six months ended 31
December 2022 (the "Period").

 

CEO's Statement

 

While the crypto asset market has continued to be depressed over the Period,
with moments of significant price volatility, we have not been caught up and
have continued to focus on the development of our two main projects, advisors
to Umbria and the Rocky Horror NFT.

Umbria (see www.umbria.network (http://www.umbria.network) ) enables token
transfers between independent blockchain platforms, such as Ethereum to
Polygon. Liquidity for exchange of tokens from one blockchain to another using
the bridge is provided by Umbria users staking Umbria tokens in a pool thereby
earning a share of all fees generated by the bridge. After high levels of
activity during early 2022, Umbria has settled into a lower but consistent
pattern of transactions and amounts staked on the platform.

Seasoning of decentralised finance products (DeFi) is key and the longer a
protocol goes without incident the more it is trusted by the market audience
and the more it is potentially worth and used. Umbria is now well seasoned and
provides a relatively fast and cheap bridge solution compared to other
offerings. If and when crypto assets move back into favour, we believe that
Umbria is potentially well positioned to benefit from increased trading
volumes. In the Period, total revenue from Umbria amounted to £14k (2022:
£24k).

Our principal focus in the Period has been the development of The Rocky Horror
Show non-fungible token ("NFT"), based on The Rocky Horror Show and we
continue to be pleased with its development. As we announced earlier this
year, we have entered into a worldwide licence with Interfishnet Limited,
rights holders of The Rocky Horror Show intellectual property, to create and
market a range of character NFTs. Non-fungible tokens (NFTs) are cryptographic
assets on a blockchain, with unique identification codes and metadata that
distinguish them from each other and are directly linked to one blockchain
address. Non-fungible tokens comprise a smart contract which can digitally
represent any asset, including online-only assets like digital artwork and
collectibles.

Our developers have created a number of collectible character-based NFTs from
The Rocky Horror Show and, under the terms of the licence agreement (for an
unlimited period), Online will receive a revenue share from sales of the NFTs.
The artwork for the NFTs has been completed, and initial soft marketing has
commenced to begin to create market awareness. We intend to release the NFTs
for sale to coincide with an expected one-off performance of The Rocky Horror
Show celebrating its 50th anniversary, which we believe is likely to be over
the Summer.

As we have previously explained, the commercial development of The Rocky
Horror Show NFTs is at an early stage and there is no certainty at this time
how, following the hard launch in the Summer, it may develop or to what extent
any income will be derived. We are however excited with the prospect of
bringing these NFTs to market at this time and with strong expected media and
social platform interest in The Rock Horror Show as a market background.

Finally, we have retained our interest in ADVFN plc, which following the
recent Open Offer has been diluted to 10 per cent. Based on the current market
price per ADVFN plc share of 35.5 pence, this interest has a current market
value of £1.6m and remains of importance to the Company. As explained in our
last Report and Accounts, the Company no longer has significant influence over
ADVFN plc and therefore it is treated as an arm's length investment.

While the crypto market is volatile, current asset prices and trading seem to
have stabilised at multiples of the previous all-time lows, and although we
expect continued turbulence over the next six months, this hopefully sets a
potential platform for the next cycle of general interest in the sector.

 

 

 

 

 

Clement Chambers

CEO

30(th) March 2023

 

 

 

Condensed interim consolidated income statement

for the six months ended 31 December 2022

                                                                                                       Six months ended  Six months ended  Year ended
                                                                                                       31 December       31 December       30 June

                                                                                                       2022              2021               2022
                                                                                                       Unaudited         Unaudited         Audited
                                                                                                       £'000             £'000             £'000
                                                                Note
 Revenue                                                                                               14                24                107
 Cost of sales                                                                                         -                 -                 -
 Gross profit                                                                                          14                24                107

 Other administrative expenses                                                                         (445)             (528)             (948)
 Other operating income                                                                                -                 -                 -
 Operating loss                                                                                        (431)             (504)             (841)
 Share of post-tax profit/(loss) of equity accounted associate                                         -                 36                (214)
 Revaluation of ADVFN investment on ceasing as associate                                               932               -                 -
 Profit / (loss) before taxation                                                                       501               (468)             (1,055)
 Taxation                                                                                              5                 38                37
 Profit / (loss) for the period attributable to shareholders of the parent                             506               (430)             (1,018)

 Earnings per share
 Basic earnings / (loss) per ordinary share                     3                                      3.53              (3.01)            (8.91)
 Diluted earnings / (loss) per ordinary share                   3                                      3.23              (3.05)            (8.91)

 

Condensed interim consolidated statement of comprehensive income

for the six months ended 31 December 2022

                                                                                Six months ended  Six months ended  Year ended
                                                                                31 December       31 December       30 June

                                                                                2022              2021               2022
                                                                                Unaudited         Unaudited         Audited
                                                                                £'000             £'000             £'000

 Profit/(loss) for the period                                                   506               (430)             (1,018)
 Other comprehensive income:
 Items that will be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations                      -                 -                 2

 Total other comprehensive income                                               -                 -                 2

 Total comprehensive income for the year attributable to shareholders of the    506               (430)             (1,016)
 parent

 

All items in the above statement derive from continuing operations.

Condensed interim consolidated balance sheet

at 31 December 2022

 

                                                            31 December  31 December                                             30 June

                                                            2022         2021                                                     2022
                                                            Unaudited    Unaudited                                               Audited
                                                            £'000        £'000                                                   £'000
 Assets                                               Note
 Non-current assets
 Intangible assets                                          53                                      -                            36
 Property, plant and equipment                              3            3                                                       4
 Other receivables                                          -            -                                                       1
 Investment accounted for using the equity method     4     -            1,463                                                   1,101
 Other investments                                    5     2,034        -                                                       -

                                                            2,090        1,466                                                   1,142
 Current assets
 Trade and other receivables                                25           36                                                      22
 Corporation tax receivable                                 -            -                                                       4
 Cash and cash equivalents                                  366          1,060                                                   765

                                                            391          1,096                                                   791

 Total assets                                               2,481        2,562                                                   1,933

 Equity and liabilities
 Equity
 Issued capital                                             3,574        3,574                                                   3,574
 Share premium                                              4,484        4,484                                                   4,484
 Share based payment reserve                                65           65                                                      65
 Foreign exchange reserve                                   (3)          (3)                                                     (3)
 Retained earnings                                          (5,711)      (5,621)                                                 (6,217)

                                                            2,409        2,499                                                   1,903

 Current liabilities
 Trade and other payables                                   72           63                                                      30

                                                            72           63                                                      30

 Total equity and liabilities                               2,481        2,562                                                   1,933

 

Condensed interim statement of changes in equity

at 31 December 2022

 

                                                            Share       Share premium  Share                   Foreign exchange reserve  Retained earnings  Total

                                                             capital                   based payment reserve                                                equity
                                                            £'000       £'000          £'000                   £'000                     £'000              £'000

 At 1 July 2021                                             3,574       4,484          65                      (5)                       (5,199)            2,919

 Net asset movements of associate                           -           -              -                       -                         8                  8

 Loss for the period                                        -           -              -                       -                         (430)              (430)

 Other comprehensive income
 Exchange differences on translation of foreign operations

                                                            -           -              -                       2                         -                  2

 Total other comprehensive income                           -           -              -                       2                         -                  2

 Total comprehensive loss for the period                    -           -              -                       2                         (422)              (420)

 At 31 December 2021                                        3,574       4,484          65                      (3)                       (5,621)            2,499

 Loss for the period                                        -           -              -                       -                         (596)              (596)

 Total comprehensive loss for the period                    -           -              -                       -                         (596)              (596)

 At 30 June 2022                                            3,574       4,484          65                      (3)                       (6,217)            1,903

 Profit for the period                                      -           -              -                       -                         506                506

 Total comprehensive profit for the period                  -           -              -                       -                         506                506

 At 31 December 2022                                        3,574       4,484          65                      (3)                       (5,711)            2,409

Condensed interim consolidated cash flow statement

for the six months ended 31 December 2022

 

                                                            Six months ended  Six months ended  Year ended
                                                            31 December 2022  31 December 2021  30 June 2022
                                                            Unaudited         Unaudited         Audited
                                                            £'000             £'000             £'000

 Cash flows from operating activities
 Profit/(loss) for the period from continuing operations    506               (430)             (1,018)

 Add back (profit)/loss from equity accounted associate     -                 (36)              214
 Intangible crypto assets received from Umbria Bridge       (17)                                (36)
 Net finance charge in the income statement                 -                 -                 -
 Depreciation of property, plant & equipment                1                 1                 2
 Gain on derecognition of associate                         (933)             -                 -
 Decrease/(increase) in trade and other receivables         2                 (3)               7
 Increase/(decrease) in trade and other payables            45                32                (2)

 Net cash used by operating activities                      (396)             (436)             (833)

 Cash flows from financing activities

 Interest paid                                              -                 (1)               -

 Net cash used by financing activities                      -                 (1)               -

 Cash flows from investing activities

 Payments for property plant and equipment                  -                 (2)               (5)
 Payments for intangible assets                             -                 -                 104

 Net cash (used) / generated by investing activities        -                 (2)               99

 Decrease in cash and cash equivalents                      (396)             (439)             (734)
 Foreign exchange differences                               (3)               2                 2
 Cash and cash equivalents at the start of the period       765               1,497             1,497

 Cash and cash equivalents at the end of the period         366               1,060             765

 

 

Notes to the interim 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 85 Great Portland Street,
First Floor, London, W1W 7LT.

 

The registered number of the company is 03203042.

 

2.             Basis of preparation

 

These condensed interim financial statements have been prepared in accordance
with IAS 34, "Interim Financial Reporting".

 

The financial information does not include all the information required for
full annual financial statements.

 

The same accounting policies and methods of computation have been followed in
the interim financial statements as compared with the full audited financial
statements and should be read in conjunction with the consolidated financial
statements of the Group for the year ended 30 June 2022, which were prepared
under applicable law and in accordance with UK-adopted international
accounting standards.

 

The unaudited consolidated interim financial information is for the six-month
period ended 31 December 2022.

 

The financial statements are presented in Sterling (£) rounded to the nearest
thousand except where specified.

 

The interim financial information has been prepared on the going concern basis
which assumes the Group will continue in existence for the foreseeable future.

 

No material uncertainties that cast significant doubt about the ability of the
Group to continue as a going concern have been identified by the directors.
Accordingly, the directors believe it is appropriate for the interim financial
statement to be prepared on the going concern basis.

 

The principal risks and uncertainties of the Company remain the same as those
reported in the consolidated financial statements of the Group for the year
ended 30 June 2022.

 

The interim financial information has not been audited nor has it been
reviewed under ISRE 2410 of the Auditing Practices Board. The financial
information presented does not constitute statutory accounts as defined by
section 434 of the Companies Act 2006.

 

The Group's statutory accounts for the year to 30 June 2022 have been filed
with the Registrar of Companies. The Group's auditor, Saffery Champness LLP
reported on these accounts and their report was qualified as follows:

 

"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."

.

3.             Earnings / (loss) per ordinary share

                                                                  Six months to  Six months to  Year to
                                                                  31 Dec 2022    31 Dec 2021    30 June 2022
                                                                  £'000          £'000          £'000

 Profit/(loss) for the year attributable to equity shareholders   506            (430)          (1,018)

 Weighted average number of Ordinary shares                       14,311,709     14,311,709     11,423,439
 Dilutive effect of options                                       1,358,695      (192,979)      -
 Weighted average Ordinary shares for diluted earnings per share

                                                                  15,670,404     14,118,730     11,423,439

 Total loss per share
 Basic earnings / (loss) per share (pence)                        3.53           (3.01)         (8.91)
 Diluted earnings / (loss) per share (pence)                      3.23           (3.05)         (8.91)

 

Where a loss has been recorded for the year the diluted loss per share usually
does not differ from the basic loss per share. However in the six months to 31
December 2021, there were some options where the exercise price was below the
average share price. Under these circumstances those options where the
exercise price is below the average share price are treated as dilutive.

 

Where a profit has been recorded but the average share price for the year
remains under the exercise price the existence of options is not normally
dilutive.

 

 

 

 

 

Notes to the interim statements (continued)

 

4.             Investments in associate undertakings

 

                                                  Six months ended  Six months ended  Year

                                                                                       Ended
                                                  31 December 2022  31 December 2021  30 June

                                                                                       2022
                                                  £'000             £'000             £'000

 Listed investments at cost                       -                 868               868

 Listed investments at market value               -                 3,316             2,367

 Total net assets of ADVFN Plc                    -                 3,375             1,322
 Percentage ownership interest held by the group  -                 17.64%            17.64%

 Share of net assets of ADVFN Plc                 -                 595               233
 Cost of investment in ADVFN Plc                  -                 868               868

                                                  -                 1,463             1,101

 

Online Blockchain Plc owns 10% (2022 17.64%) of ADVFN plc which is
incorporated in England and Wales and whose 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.

 

Prior to August 2022, the investment in ADVFN plc was treated as an associate
for the purposes of financial reporting due to the common directorships held
between ADVFN plc and Online Blockchain plc and the resulting level of
significant influence over the associate. It was therefore accounted for under
the equity method of accounting.

 

                The carrying value of the associate in the
balance sheet of Online Blockchain Plc was £1,101,000 at the end of the
financial year, based on the share of the balance sheet of the associate
company.

 

From August 2022, the number of common directors between the companies
decreased to 1 (2022: 3) and therefore there was no longer significant
influence. As such, at this date, ADVFN ceased to be an associate.

 

5.            Investments

 

                          Six months ended  Six months ended  Year

                                                               Ended
                          31 December 2022  31 December 2021  30 June

                                                               2022
                          £'000             £'000             £'000

 Investment in ADVFN plc  2,034             -                 -

 

                Prior to August 2022 the investment in ADVFN
plc was treated as an associate as the 2 companies had common directors. On
23(rd) February 2022 Clem Chambers resigned as a director and on 8(th) August
2022 Michael Hodges resigned. New directors were brought into ADVFN plc and
therefore from 8(th) August 2022 OBC no longer had significant influence over
ADVFN plc and ADVFN plc should no longer be classed as an associate.

 

                In accordance with IAS 28 the carrying amount
of the investment at the date the equity method was discontinued was
recognised as an investment and the difference has been recognised in the
income statement as a gain.

 

 

6.            Events after the balance sheet date

 

There were no events after the balance sheet date.

 

7.             Dividends

 

The directors do not recommend the payment of a dividend.

Notes to the interim statements (continued)

 

8.            Financial statements

 

                Copies of these accounts are available from
Online Blockchain Plc's registered office 85 Great Portland Street, First
Floor, London, W1W 7LT or 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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