TIDMBLOC
RNS Number : 1121L
Blockchain Worldwide PLC
04 September 2019
BLOCKCHAIN WORLDWIDE PLC
("Blockchain" or "the Company")
Final Results
Blockchain (ticker: BLOC) announces its audited financial
results for the 12 month period ended 30 June 2019.
On 23 May 2019, the Company announced it had made a non-legally
binding offer to acquire the entire issued share capital of
Entertainment AI Inc., an artificial intelligence and machine
learning focused company operating in the media space. The
acquisition is subject to, amongst other things, legal, financial
and other due diligence, entry into a legally binding agreement in
respect of the acquisition and certain shareholder approvals being
obtained. The Company expects to update shareholders further during
early September.
Period Events
-- On 7 November 2018, the Company announced the proposed
acquisition of Chorum Group Limited. The Company's shares were
suspended pending the outcome of this process. On 8 February 2019,
the Company announced it had withdrawn from the proposed
acquisition of Chorum due to greatly reduced levels of activity in
London's equity markets.
-- The Company's investment criteria was subsequently extended
to include high growth opportunities within the wider technology
sector including, but not limited to, the blockchain industry.
-- The shares were re-listed on 13 February 2019.
-- On 23 May 2019, the Company announced a non-legally binding
offer to acquire the entire issued share capital of Entertainment
AI Inc. Completion of the acquisition would amount to a reverse
takeover under the listing rules and the Company therefore
requested the temporary suspension of the listing from the official
list.
Financial Results
-- Net loss of GBP379,458 (17 months ended 30 June 2018: GBP82,251)
-- Loss per share of 1.04p (2018: 0.38p)
-- Cash reserves at the period end of over GBP1m (2018: GBP1.4m)
with no debt financing (2018: none).
Post period events
-- On 30 August the Company announced its cancellation of
Listing on the Official List and Proposed Admission to Trading on
the AIM Market of the London Stock Exchange ("AIM").
Jon Hale, Chairman of Blockchain said: "This is a tremendously
exciting period for the Company. The team has worked tirelessly
post the disappointment of the aborted Chorum acquisition and has
progressed the acquisition of Entertainment AI Inc., an artificial
intelligence and machine learning focused company operating in the
media space.
We have been pleased with the positive investor interest and I
look forward to updating the market with further information about
the Company and its prospects in early September with a clear view
to demonstrating significant shareholder value in the
near-term."
For information please contact:
Blockchain Worldwide www.bloc-worldwide.com
plc
Rodger Sargent via Walbrook PR
Walbrook PR Ltd blockchainworldwide@walbrookpr.com
Paul Cornelius Tel: 020 7933 8794 or Mob:07866 384 707
CHAIRMAN'S STATEMENT
BUSINESS REVIEW
During the year, Blockchain Worldwide Plc recorded a loss of
GBP379,458 (17 months ended 30 June 2018: GBP82,251) and the loss
per share was 1.04p (2018: 0.38p). The vast majority of this was
due to the aborted Chorum acquisition, as outlined below.
The company held cash reserves at the period end of over GBP1m
(2018: GBP1.4m) with no debt financing (2018: none).
On 7 November 2018, Blockchain announced the proposed
acquisition of Chorum Group Limited ('Chorum'), subject to due
diligence and a successful fundraise. The company's shares were
suspended pending the outcome of this process. On 8 February 2019,
the company announced it had withdrawn from the proposed
acquisition of Chorum due to greatly reduced levels of activity in
London's equity markets.
The company's investment criteria was extended to include high
growth opportunities within the wider technology sector, including
the blockchain industry. The shares were re-listed on 13 February
2019.
On 23 May 2019, the company announced it had made a non-legally
binding offer to acquire the entire issued share capital of
Entertainment AI, Inc, an artificial intelligence and machine
learning focused company operating in the media space (the
'Acquisition'). The Acquisition is subject to, amongst other
things, legal, financial and other due diligence, entry into a
legally binding acquisition agreement and certain shareholder
approvals being obtained. Completion of the Acquisition would
amount to a reverse takeover under the Listing Rules
As Blockchain was unable to provide full disclosure in relation
to the target company, its share listing was suspended with
immediate effect. Listing of the company's ordinary shares will
remain suspended until such time as either: the company publishes a
prospectus or a restoration request has been submitted and approved
by the FCA. Should the company publish an AIM admission document
relating to the Acquisition, the company's ordinary shares will
remain suspended until cancellation, after which time they are
expected to be admitted to trading on AIM.
Outlook
The proposed acquisition of Entertainment AI has progressed
significantly since May 2019. I hope that a further update can be
given to shareholders in early September 2019
Jon Hale
Chairman
30 August 2019
CEO'S STATEMENT
RESULTS
The company made a loss for the period of GBP379,458 (2018: loss
of GBP82,251).
REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS
Information on the company's activities is contained in the
Chairman's Statement.
KEY PERFORMANCE INDICATORS
The board seeks to maximise share value by investing in
businesses with high growth potential. When an investment has been
identified, the board will assess it against a number of KPIs to
assess its suitability.
PRINCIPAL RISKS AND UNCERTAINTIES AND RISK MANAGEMENT
Capital risk management
The company manages its capital to ensure that it will be able
to continue as a going concern while maximising returns to the
shareholders. It is the current strategy of the company to finance
its activities from existing equity and reserves and by the issue
of new equity whenever required.
Financial risk management
The directors consider the company to be exposed to the
following financial risks:
a. Price risk: the price paid for securities is subject to
market movement that will have an impact on the operations of the
company.
b. Cash flow interest rate risk: the company has significant
cash balances which exposes it to movements in the market interest
rates.
c. Liquidity risk: the Company manages its cash requirements in
order to maximise interest income.
Given the relatively small sized and operation of the company in
the period, the directors have not delegated the responsibility of
risk monitoring to a sub-committee of the board, but will closely
monitor the risks on a regular basis. The directors consider their
exposure in the financial period to have been low.
Rodger Sargent
CEO
30 August 2019
The directors present their report together with the financial
statements for the year ended 30 June 2019.
PRINCIPAL ACTIVITY
Blockchain Worldwide Plc is seeking to undertake an acquisition
within the blockchain and high growth technology industry.
RESULTS AND DIVIDS
The loss before and after taxation for the year was GBP379,458.
The directors do not recommend payment of a dividend.
DIRECTORS
The directors who served the company during the year and to the
date of these financial statements were:
R Sargent
J Hale
The directors of the company held the following interests in the
shares of Blockchain Worldwide Plc at 30 June 2019:
Directly and indirectly held by the
directors:
R Sargent 775,000 2.1%
J Hale 1,550,000 4.2%
DIRECTORS' REMUNERATION
This report is submitted in accordance with Schedule 8 of the
Large and Medium sized Companies (Accounts and Reports) (Amendment)
Regulations 2013 in respect of the year ended 30 June 2019. The
reporting requirements entail two sections to be included, a Policy
Report and an Annual Remuneration Report which are presented
below.
The company's auditor, Haysmacintyre LLP, is required to give
its opinion on certain information included in this report, this
comprises the directors' Remuneration and the information on
directors' shareholdings which is detailed above and also forms
part of this directors' remuneration report.
The company's directors as a whole considers directors'
remuneration and has not sought advice or services from any person
in respect of its consideration of directors' remuneration during
the period although the directors expect from time to time to
review the fees against those paid to boards of directors of
comparable organisations and appointments.
The directors received no remuneration. This will continue until
the first investment is made, and will then be reconsidered.
SUBSTANTIAL SHAREHOLDING
On 30 June 2019, the following interests in 3% or more of the
issued share capital appear in the register:
Hargreaves Lansdown 4,757,955 13.0%
Interactive Investor 3,733,108 10.2%
Canaccord Genuity Wealth
Management 3,400,000 9.3%
Mohamed Patel 1,800,000 4.9%
Courtney Investments 1,680,000 4.6%
Jon Hale 1,550,000 4.2%
Mr A N Headley 1,250,000 3.4%
On 30 August 2019, the following interests in 3% or more of the
issued share capital appear in the register:
Hargreaves Lansdown 4,757,955 13.0%
Interactive Investor 3,733,108 10.2%
Canaccord Genuity Wealth
Management 3,400,000 9.3%
Mohamed Patel 1,800,000 4.9%
Courtney Investments 1,680,000 4.6%
Jon Hale 1,550,000 4.2%
Mr A N Headley 1,250,000 3.4%
CORPORATE GOVERNANCE
As a company listed on the Standard Segment of the Official List
of the UK Listing Authority, the Company is not required to comply
with the provisions of the UK Corporate Governance Code. Although
the company does not comply with the UK Corporate Governance Code,
the company intends to have regard for the provision of the QCA
Corporate Governance Code insofar as is appropriate, save as set
out below:
Until an acquisition is made the company will not have
nomination, remuneration, audit or risk committees. The board as a
whole will instead review its size, structure and composition, the
scale and structure of the directors' fees (taking into account the
interests of Shareholders and the performance of the company), take
responsibility for the initial appointment of auditors and payment
of their audit fee, monitor and review the integrity of the
company's financial statements, the Board's performance and take
responsibility for any formal announcements on the company's
financial performance. Following an acquisition the Board intends
to put in place nomination, remuneration and audit and risk
committees. The Board has adopted the Model Code for directors'
dealings contained in the Listing Rules of the UK Listing
Authority. The Board will be responsible for taking all proper and
reasonable steps to ensure compliance with the Model Code by the
Directors.
The Directors are responsible for internal control in the
company and for reviewing its effectiveness. Due to the size of the
company, all key decisions are made by the board in full. The
directors have reviewed the effectiveness of the company's systems
during the period under review and consider that there have been no
material losses, contingencies or uncertainties due to the weakness
in the controls. The board do not consider the internal audit
function to be necessary due to the company being a special purpose
acquisition company.
GOING CONCERN
The directors have assessed the company's position as at 30 June
2019 and for the following 18 month period, and consider it
appropriate to prepare the financial statements on a going concern
basis. There are cash reserves of over GBP1m as at 30 June 2019
which the directors consider sufficient to ensure that the company
will be able to continue to meet its commitments as they fall due
for at least twelve months from the date of approval of the
financial statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Directors'
Report and the financial statements in accordance with applicable
law and regulations.
Company law requires the directors to prepare company financial
statements for each financial year. Under that law the directors
are required to prepare the company financial statements in
accordance with IFRS's as adopted by the EU.
The financial statements are required by law to give a true and
fair view of the state of affairs of the company and of the profit
and loss of the company for that period.
In preparing the company financial statements the directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with
IFRS's as adopted by the EU subject to any material departures
disclosed and explained in the Company financial statements;
and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the company and to enable them to ensure that
the financial statements comply with the Companies Act 2006. They
have general responsibility for taking such steps as are reasonably
open to safeguard the assets of the company and to prevent and
detect fraud and other irregularities. Under applicable law and
regulations, the directors are also responsible for preparing a
Directors' Report to comply with that law and those regulations. In
determining how amounts are presented within terms in the income
statement and statement of financial position the directors have
had regard to the substance of the reported transaction or
arrangement in accordance with generally accepted accounting
principles or practice.
In the case of each person who was a director at the time this
report was approved:
-- so far as that director is aware there is no relevant audit
information of which the company's auditor is unaware:
and
-- that director has taken all steps that the director ought to
have taken as a director to make himself aware of any relevant
audit information and to establish that the company's auditor is
aware of that information.
DISCLOSURE OF INFORMATION TO THE AUDITORS
So far as the directors are aware, there is no relevant audit
information of which the company's auditors are unaware, and they
have taken all steps that they ought to have taken as directors in
order to make themselves aware of any relevant audit information
and to establish that the company's auditors are aware of that
information.
AUDITORS
A resolution to re-appoint Haysmacintyre LLP as auditors will be
presented to the members at the Annual General Meeting in
accordance with Section 485(2) of the Companies Act 2006.
Rodger Sargent
On behalf of the Board
30 August 2019
INDEPENT AUDITORS' REPORT
TO THE MEMBERS OF BLOCKCHAIN WORLDWIDE PLC
Opinion
We have audited the financial statements of Blockchain Worldwide
Plc (the 'company') for the period ended 30 June 2019 which
comprise the Statement of Comprehensive Income, the Statement of
Financial Position, the Statement of Changes in Equity, the
Statement of Cash Flows and the related notes to the financial
statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion, the financial statements:
-- give a true and fair view of the state of the company's
affairs as at 30 June 2019 and of the company's loss for the period
then ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
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 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 public interest
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 opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which the ISAs (UK) require us to report to you
where:
-- the directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- the directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the company's ability to continue to adopt the going
concern basis of accounting for a period of at least twelve months
from the date when the financial statements are authorised for
issue.
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.
The risk Our response to the risk:
Going concern At the planning stage we identified As described in the accounting
that there was a risk that policies (see note 2) the
the going concern basis of directors' have concluded
preparation may not be appropriate. that the company is a going
Ongoing losses within the concern.
company indicate a potential
risk that the company is not We understand that the company
going concern. is currently looking at
a potential acquisition
of a trading business. The
directors believe that the
company will have sufficient
cash for the foreseeable
future as they will be raising
additional funds to fund
the acquisition. Should
the acquisition not go ahead,
the directors consider that
the level of cash in the
business will be sufficient
to fund the ongoing operations.
We reviewed the forecasts
and correspondence regarding
the proposed acquisition.
======================================= ========================================
Key observations communicated to the Audit Committee
The financial statements have been prepared on a going
concern basis and our testing did not identify any reasons
to suggest the company is not a going concern.
=================================================================================
Understatement Due to the aborted transaction We reviewed and challenged
of creditors during the year and the prospective post year-end invoices and
post year-end acquisition bank statements for evidence
which was first announced of unidentified accruals.
in May 2019, we identified
there to be a risk that costs We reviewed contracts with
associated with these two service providers expected
transactions, have not been to work on the acquisition
appropriately recognised or to understand whether any
accrued for. costs have been incurred
as at the year-end.
We performed supplier circularisation,
writing to professional
advisors confirming balances
and unbilled WIP.
======================================= ========================================
Key observations communicated to the Audit Committee
We did not identify any non-trivial costs which should
have been recognised in the year. We understand that
for the proposed acquisition, the company agreed with
service providers that any financial obligation falls
due only on completion of a successful transaction.
We reviewed expected and actual costs for the aborted
transaction in the year and did not identify any costs
which should be accrued for as at the year-end.
=================================================================================
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole. For the
purpose of this audit, a materiality level of 2% of gross assets
was utilised being GBP24,000. Performance materiality was set at
75% of materiality. Any misstatements identified above 5% of
materiality and not adjusted were reported to the directors as
unadjusted misstatements. Materiality was based on gross assets as
the company currently holds cash and is looking for investment
opportunities.
An overview of the scope of our audit
The scope of the audit has been tailored to the company. The
audit work covered total expenditure, total assets, liabilities and
equities. We considered the accounting processes and controls and
the industry in which the company operates. The company is
currently seeking investment opportunities and hence our audit work
focussed on professional services fees and potential
liabilities.
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.
In connection with our audit of the financial statements, 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
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. 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. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
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;
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements; and
-- the Directors' Remuneration report has been properly prepared
in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the directors' report.
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:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities
Statement, 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 company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the 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 not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they can reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud are; to
identify and assess the risks of material misstatement of the
financial statements due to fraud; to obtain sufficient appropriate
audit evidence regarding the assessed risks of material
misstatement due to fraud, through designing and implementing
appropriate responses; and to respond appropriately to fraud or
suspected fraud identified during the audit. However, the primary
responsibility for the prevention and detection of fraud rests with
both those charged with governance of the entity and
management.
Our approach was as follows:
-- We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Group and determined that the
most significant are the Companies Act 2006, the Listing Rules and
the UK Corporate Governance Code.
-- We understood how the Group is complying with those
frameworks through discussions with the Audit Committee and
management in combination with a review of the Group's documented
policies and procedures.
-- We assessed the susceptibility of the Group's financial
statements to material misstatement including how fraud might occur
by considering the key risks impacting the financial statements.
Given the activities of the Group, we consider management override
as being most likely to occur in the understatement of creditors,
our procedures in this regard are stated in the Key Audit Matter
above.
-- We have reviewed that the Group's control environment is
adequate for the size and operating model of such a listed
Company.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters we are required to address
We were appointed by the directors on 20 August 2018 to audit
the financial statements for the period ending 30 June 2018. Our
total uninterrupted period of engagement is 2 years, covering the
periods ending 30 June 2018 to 30 June 2019.
During the year we were engaged as reporting accountants on a
prospective transaction which was subsequently aborted. We were
engaged to report on the company raising additional funds on the
stock market to acquire a trading company as part of a reverse
acquisition. The transaction was aborted, and we were paid fees
totaling GBP40,000 plus VAT in respect of our work.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the company and we remain independent of the
company in conducting our audit.
Our audit opinion is consistent with the additional report to
the Audit Committee.
Use of this report
This report is made solely to the 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
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 company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Ian Cliffe
Senior Statutory Auditor 10 Queen Street Place
for and on behalf of Haysmacintyre LLP
London
Statutory Auditors EC4R 1AG
Date: 30 August 2019
BLOCKCHAIN WORLDWIDE PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 JUNE 2019
2019 17 months
to 30
June 2018
Note GBP GBP
Turnover - -
Administrative expenses (385,792) (84,671)
------------------- -------------------
OPERATING LOSS 4 (385,792) (84,671)
Interest income 6,334 2,420
------------------- -------------------
LOSS FOR THE PERIOD BEFORE TAXATION (379,458) (82,251)
Taxation 7 - -
------------------- -------------------
TOTAL COMPREHENSIVE INCOME (379,458) (82,251)
========= =========
BASIC AND DILUTED LOSS PER SHARE (PENCE) 1.04 0.38
========= =========
There was no other comprehensive income in 2019 (2018: Nil).
BLOCKCHAIN WORLDWIDE PLC Company number: 10621059
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
2019 2018
Note GBP GBP
CURRENT ASSETS
Cash and cash equivalents 8 1,018,415 1,412,288
------------------- -------------------
TOTAL ASSETS 1,018,415 1,412,288
========= =========
CURRENT LIABILITIES
Trade and other payables 9 (25,994) (40,409)
------------------- -------------------
NET ASSETS 992,421 1,371,879
========= =========
EQUITY
Share capital 10 365,000 365,000
Share premium account 10 1,089,130 1,089,130
Retained losses (461,709) (82,251)
-------------------- --------------------
TOTAL EQUITY 992,421 1,371,879
========== ==========
These financial statements were approved by the Board of
Directors on 30 August 2019 and were signed on its behalf by:
................................
Rodger Sargent (CEO)
BLOCKCHAIN WORLDWIDE PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE 2019
Share Share Retained Total
Capital Premium Losses Equity
GBP GBP GBP GBP
On incorporation - - - -
Loss for the period
and total comprehensive
loss - - (82,251) (82,251)
Share issue 365,000 - - 365,000
Share premium (net
of issue costs) 1,089,130 1,089,130
_______ ________ ________ ________
Balance at 30 June
2018 365,000 1,089,130 (82,251) 1,371,879
Loss for the period
and total
comprehensive loss - - (379,458) (379,458)
----------------- ----------------- ----------------- -----------------
Balance at 30 June
2019 365,000 1,089,130 (461,709) 992,421
======== ======== ======== ========
Share premium is stated net of issue costs of GBP170,870 (2018:
GBP170,870).
BLOCKCHAIN WORLDWIDE PLC
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE 2019
Note 2019 17 months
to 30 June
2018
CASH FLOWS FROM OPERATING ACTIVITIES GBP GBP
Loss after taxation (379,458) (82,251)
Adjustments for:
Interest income (6,334) (2,420)
(Increase)/Decrease in trade and other
payables (14,415) 40,409
------------------ ------------------
NET CASH OUTFLOW USED IN OPERATING
ACTIVITIES (400,207) (44,262)
Interest income 6,334 2,420
Issue of shares (net of issue costs) - 1,454,130
------------------ ------------------
NET CASH INFLOW FROM FINANCING ACTIVITIES 6,334 1,456,550
------------------ ------------------
NET (DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS (393,873) 1,412,288
Cash and cash equivalents brought forward 1,412,288 -
------------------ ------------------
CASH AND CASH EQUIVALENTS CARRIED FORWARD 8 1,018,415 1,412,288
======== ========
There was no debt in the company for the year (2018: no
debt).
BLOCKCHAIN WORLDWIDE PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
1. GENERAL INFORMATION
Blockchain Worldwide Plc is a public limited company registered
and incorporated in the England and Wales. The company's principal
activities are described in the Directors' Report. The company's
registered office and principal place of business is 4(th) floor,
43-44 Albemarle Street, London, England, W1S 4JJ. The company's
registered number is 10621059.
2. ACCOUNTING POLICIES
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union. The financial statements have been prepared
using the measurement bases specified by IFRS for each type of
asset, liability, income and expense. The measurement bases are
more fully described in the accounting policies below.
The financial statements are presented in pounds sterling (GBP)
which is the functional currency of the company.
An overview of standards, amendments and interpretations to
IFRSs issued but not yet effective, and which have not been adopted
early by the company are presented below under 'Statement of
Compliance'.
Statement of compliance
The financial statements comply with IFRS as adopted by the
European Union. At the date of authorisation of these financial
statements the following Standards and Interpretations affecting
the company, which have not been applied in these financial
statements, were in issue, but not yet effective. The company does
not plan to adopt these standards early.
-- IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)
The implementation of this standard is not expected to have any
material effect on the company's financial statements. The company
has assessed the impact of implementing the above standard on the
financial statements, there is no impact in the current period.
Going Concern
The directors have assessed the company's position as at 30 June
2019 and for the following 18 month period and consider it
appropriate to prepare the financial statements on a going concern
basis. There are cash reserves of over GBP1m as at 30 June 2019
which the directors consider sufficient to ensure that the company
will be able to continue to meet its commitments as they fall due
for at least twelve months from the date of approval of the
financial statements.
Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services
within a particular economic environment that are subject to risks
and returns that are different from those of segments operating in
other economic environments.
The directors are of the opinion that the company is not
currently engaged in any more than a single sector as it has not
yet traded and has incurred only set up fees and the costs of
running a business for the period. Accordingly, no segmental
analysis is considered necessary. The company is based in the
United Kingdom.
Expenses
All expenses are accounted for on an accruals basis and are
presented through the Statement of Comprehensive Income.
Taxation
Current taxation is the taxation currently payable on taxable
profit for the year.
Trade and other receivables
Trade and other receivables are recognised and carried at
original invoice value less an allowance for any uncollectible
amounts. An estimate for doubtful debts is made when collection of
the full amount is no longer probable. Bad debts are written off
when identified.
Cash and Cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, together with other short-term, highly liquid investments
that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
Trade payables
Trade payables are initially measured at fair value and are
subsequently measured at amortised cost, using the effective
interest rate method.
Financial instruments
The company's financial assets comprise cash and cash
equivalents.
The company's financial liabilities comprise trade payables.
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the company becomes a
party to the contractual provisions of the instruments.
Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of equity shares.
-- "Share premium" represents the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issue.
-- "Retained losses" represents cumulative net gains and losses
recognised in the Statement of Comprehensive Income
Critical Accounting Estimates and Judgements
The preparation of financial statement in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting year. These estimates and assumptions
are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such
estimates.
The directors consider the only area subject to estimation and
judgement to be accrued costs. The directors' have reviewed
contracts and ongoing projects with major suppliers and accrued any
costs they believe relate to the year ended 30 June 2019. This area
is reviewed on a regular basis to ensure that to the best of their
knowledge, the appropriate costs have been recognised in the income
statement.
3. SEGMENTAL INFORMATION
The company is organised around one business class and the
results are reported to the Chief Operating Decision Maker
according to this class. There is one continuing class of business,
being the seeking of investments in line with the company's
investment strategy.
Given that there is only one continuing class of business,
operating within the UK, no further segmental information has been
provided.
4. EXPENSES BY NATURE 2019 17 months
to 30 June
2018
GBP GBP
Legal and professional 317,120 23,939
Bank charges 420 443
Administrative expenses 68,252 60,289
---------------- ----------------
385,792 84,671
======== ========
5. STAFF COSTS
Staff costs for all employees, including directors, were GBPnil
(2018: GBPnil) and therefore remuneration of key management
personnel was GBPnil (2018: GBPnil). The average monthly number of
employees during the year, including directors, was 2 (2018:
2).
6. AUDITOR'S REMUNERATION 2019 17 months
to 30 June
2018
GBP GBP
During the year the company obtained
the following services
from the company's auditor:
Fees payable to the company's auditors for
the audit of the company's
annual accounts 15,000 13,200
Fees payable to the company's auditors for
other services:
Other services pursuant to legislation 48,000 12,600
----------------- -----------------
63,000 25,800
======== ========
TAXATION
7.
Due to tax losses sustained there was no corporation
tax payable by the company in the period (2018: GBPnil).
The tax charge for the year is different from the standard
rate of corporation tax in the United Kingdom. The
difference is reconciled as follows: -
2019 17 months
to 30 June
2018
GBP GBP
Loss on ordinary activities before tax (379,458) (82,251)
Loss on ordinary activities at the effective
rate of corporation tax of 19% 72,097 15,628
Expenses not deductible - -
Losses not utilised (72,097) (15,628)
----------------- -----------------
Total tax charge - -
======== ========
No deferred tax asset has been recognised as the directors
cannot be certain that future profits will be sufficient for this
asset to be realised.
8. CASH AND CASH EQUIVALENTS 2019 2018
GBP GBP
Cash at bank 1,018,415 1,412,288
========= =========
The directors consider that the carrying amount of cash and cash
equivalent represents their fair value.
9. TRADE AND OTHER PAYABLES 2019 2018
GBP GBP
Trade payables 5,994 11,967
Accruals 20,000 28,442
------------------ ------------------
25,994 40,409
========= =========
The fair value of trade and other payables is considered by the
directors not to be materially different to carrying amounts.
10. ISSUED SHARE CAPITAL 2019 2018
Number of Shares 36,500,000 36,500,000
Nominal Value (GBP) 365,000 365,000
Share Premium (GBP) 1,089,130 1,089,130
Share premium is stated net of issue costs of GBP170,870 (2018:
GBP170,870). Included within these costs is a share-based payment
expense recognised against share premium for the year end 30 June
2019 was GBPnil (2018: GBP75,000).
Fully paid ordinary shares, which have a par value of 1p, carry
one vote per share and rank equally in respect of dividends.
Reserve Description and Purpose
Share premium Amount subscribed for share capital
in excess of nominal value.
Retained Losses Cumulative net gains and losses recognised
in the income statement.
Capital management
The company manages its capital to ensure that it will be able
to continue as a going concern while maximising returns to
shareholders. It is the current strategy of the company to finance
its activities from existing equity and reserves and by the issue
of new equity as required.
The board's policy is to maintain a strong capital base so as to
maintain investors, creditors and market confidence and to sustain
future development of the business. The board manages the company's
affairs to achieve shareholders returns through capital growth and
income.
The company is not subject to externally imposed capital
requirements.
11. LOSS PER SHARE
The calculation of loss per ordinary share is based on the loss
attributable to ordinary shareholders divided by the weighted
average number of shares in issue during the period.
2019 2018
GBP GBP
Loss before tax (379,458) (82,251)
Weighted Average number of
shares 36,500,000 21,516,000
Basic and diluted earnings
per share 2019 (1.04p) (0.38p)
There is no difference between the basic
and diluted loss per share.
12. NET ASSET VALUATION
The net asset valuation per share is calculated by dividing the
net assets attributable to the equity holders of the company at the
end of the reporting period by the number of shares in issue.
2019 2018
GBP GBP
Net assets 992,421 1,371,897
Number of ordinary shares
in issue 36,500,000 36,500,000
Net asset valuation per share 2.7p 3.8p
========== ==========
13. FINANCIAL INSTRUMENTS
The company's activities expose it to a variety of financial
risks: market risk, credit risk, liquidity risk, cash flow interest
rate risk and equity price risk.
Risk management is carried out by the board of directors.
(a) Capital management
The company's objectives when managing capital are:
-- to safeguard the company's ability to continue as a going
concern, so that it continues to provide returns and benefits for
shareholders;
-- to support the company's growth; and
-- to provide capital for the purpose of strengthening the
company's risk management capability.
The company actively and regularly reviews and manages its
capital structure to ensure an optimal capital structure and equity
holder returns, taking into consideration the future capital
requirements of the company and capital efficiency, prevailing and
projected profitability, projected operating cash flows, projected
capital expenditures and projected strategic investment
opportunities. Management regards total equity as capital and
reserves, for capital management purposes.
(b) Credit risk
The main credit risk relates to liquid funds held at banks. The
credit risk in respect of these bank balances is limited because
the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
(c) Liquidity risk
The company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs.
An analysis of trade and other payables is given in note 9.
These payables are payable within a year.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IFRS 9 categories of financial asset included in the
statement of financial position and the headings in which they are
included are as follows:
2019 2018
GBP GBP
Financial assets:
Cash and bank balances 1,018,415 1,412,288
========= =========
Financial liabilities at amortised cost:
Trade and other payables 25,994 40,409
========= =========
14. ULTIMATE CONTROLLING PARTY
The directors do not consider there to be one ultimate
controlling party.
15. CONTINGENT LIABILITIES
On 23 May 2019, the company announced it had made a non-legally
binding offer to acquire the entire share capital of Entertainment
AI Inc. The company entered into a number of engagements with
professional advisors prior to the year-end as a result of this
proposed transaction but any financial obligation falls due only on
completion of a successful transaction and therefore no provision
has been made as at 30 June 2019.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR SSWFMDFUSELU
(END) Dow Jones Newswires
September 04, 2019 02:00 ET (06:00 GMT)
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