[ADVERT]
Share Name Share Symbol Market Type Share ISIN Share Description
Quantum Blockchain Technologies Plc LSE:QBT London Ordinary Share GB00B50P5B53 ORD 0.25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 1.175 1.15 1.20 1.175 1.175 1.175 5,364,601 08:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Nonequity Investment Instruments 0.0 -1.1 16.2 0.1 11

Quantum Blockchain Technologies Plc Final Results

25/06/2021 10:57am

UK Regulatory (RNS & others)


 
TIDMQBT 
 
25 June 2021 
 
                      Quantum Blockchain Technologies Plc 
                           ("QBT" or "the Company") 
 
                                 FINAL RESULTS 
 
The board of Quantum Blockchain Technologies (AIM: QBT) is pleased to report 
its final results for the year ended 31 December 2020. 
 
HIGHLIGHTS 
 
  * Favourably settled Mediapolis court claim for ?1.5 million 
  * Sipiem legal claim approaching it conclusion, with a valuation of ?7.8 
    million to be paid out should the result be in favour of Clear Leisure 2017 
    Ltd 
  * PBV Monitor, ForCrowd and GeoSim all moving forward positively 
  * Operating loss reduced to ?1.1 million (2019: ?1.4 million) 
  * Net Current Assets of ?4.9 million (2019: ?2.4 million) 
 
POST BALANCE SHEET HIGHLIGHTS 
 
  * Raised £1.68 million through two placings 
  * Name change from Clear Leisure Plc to Quantum Blockchain Technologies Plc 
    to reflect the change in strategy 
  * Appointed cryptography expert to join the in-house R&D team to develop new 
    blockchain strategy 
 
 
Francesco Gardin, Executive Chairman of QBT, commented, "2020 was, as for many 
companies, a challenging year and yet the focus of the Company, to preserve the 
stability of its operations and investments, should be seen as a success by 
shareholders. Our commitment to return value to shareholders was strengthened 
in the year by favourable results in certain legal cases, but mostly by the 
groundwork we have laid in positioning the Company squarely within the quantum 
computing, blockchain and cryptocurrencies sectors; the results of which, we 
expect to be seen in 2021 and beyond." 
 
 
The Company advises that the 2020 Report and Accounts will be posted out to 
shareholders, together with the AGM notice and form of proxy. The AGM will be 
held at Company's legal address, 22 Great James Street London WC1N 3ES, at 12pm 
on Monday, 19 July 2020.  In light of current Government social distancing 
measures relating to Covid-19, this year's AGM will run as a closed meeting, 
with only the quorum necessary for a valid meeting. Shareholders will not be 
permitted to attend. We are therefore strongly encouraging Shareholders to vote 
by electing the Chairman of the Company as proxy. 
 
 
For further information please contact: 
 
 
Quantum Blockchain Technologies Plc                   +39 335 296573 
Francesco Gardin, CEO and Executive Chairman 
 
 
SP Angel Corporate Finance 
(Nominated Adviser & Broker)                          +44 (0)20 3470 0470 
Jeff Keating 
 
 
Leander (Financial PR)                                +44 (0) 7795 168 157 
Christian Taylor-Wilkinson 
 
 
About Quantum Blockchain Technologies Plc 
 
QBT (AIM: QBT) is an AIM listed investment company which has recently realigned 
its strategic focus to technology related investments, with special regard to 
Quantum computing, Blockchain, Cryptocurrencies and AI sectors.  The Company 
has commenced an aggressive R&D and investment programme in the dynamic world 
of Blockchain Technology, which includes cryptocurrency mining and other 
advanced blockchain applications. 
 
For further information, please visit, www.quantumblockchaintechnologies.co.uk 
 
 
 
CHAIRMAN'S STATEMENT 
 
I am pleased to present the Group's Final Results for the year ended 31 
December 2020. 
 
Following the shareholder approval at the General Meeting held by the Company 
on 6 May 2021, the Company has changed its name from Clear Leisure Plc to 
Quantum Blockchain Technologies Plc. Although this report is dedicated, in the 
main, to the 2020 financial year, which is prior to the change of name, the 
Company will be referred to as Quantum Blockchain Technologies Plc (the 
"Company" or "QBT"). 
 
Operational Review 
2020 was an extremely challenging year during which the Company and the Group 
had to contend with the business consequences of the Covid-19 pandemic. 
 
In this difficult economic environment, the focus of the board was to preserve 
the stability of the Company, its investee companies, and its litigation 
related assets, whilst continuing to explore for new potential investments and 
projects. 
 
Without doubt, the single most important event of 2020 was the successful 
conclusion, in June, of the Mediapolis bankruptcy process, for which the wholly 
owned subsidiary, Clear Leisure 2017 ("CL17"), settled with the receiver for ? 
1,663,000, of which ?1,480,933, was received during the year. The balance of ? 
182,067 is due at the closure of the bankruptcy process. Additionally, the 
receiver awarded CL17 a claim against former Mediapolis directors and members 
of its internal audit committee, previously valued by the receiver at above ? 
20m. The Company has paid ?50,000 to enter this claim, the payment will be 
deducted from any amount received under the claim. 
 
The Group's other litigation assets (held by CL17) have moved further along the 
determination process. In respect of the Sosushi Srl ("Sosushi") legal claim 
(valued up to ?1.03m), the Bologna Court has elected to continue the case 
through an arbitration process, which is expected to be concluded within the 
end of 2021. The action for liability against former management and internal 
audit committee (valued at ?10.8m by the Company, and later in 2021 confirmed 
by the Court appointed independent expert up to a value of ?7.8m) undertaken by 
Sipiem in Liquidazione SpA ("Sipiem") is also gradually drawing to close. 
 
The Company maintains a positive outlook for the realisation of these assets, 
and they have been valued in the accounts at a fair value of ?4.4 million. 
 
With regard to its technology assets, the Company's focus has been to assist 
investee companies in the development of their strategy and sustain the value 
of the initial investment. 
 
As announced on 28 January 2020, PBV Monitor Srl ("PBV") successfully completed 
a ?300,000 fund raise from an Italian investment company. The transaction 
effectively valued PBV at ?3m (post-money). The Company has retained its 10% 
shareholding in PBV. Despite Covid-19 delaying the company's strategy by a few 
months, PBV continued to develop its roadmap, expanding its legal directory 
services and commercial partnerships. In October 2020 it launched its "Market 
Intelligence Service" which is receiving encouraging early results. 
 
QBT supported ForCrowd Srl, ("ForCrowd") the Italian crowdfunding platform, in 
its early stages, leading to the launch of its first crowdfunding campaign in 
May 2020, followed by a second one in July. Due to the difficult economic 
situation in Italy, the two campaigns were not successfully completed. 
However, continuing into 2021, a few interesting crowdfunding projects, remain 
in the company's pipeline. QBT is working to increase interest in these 
projects by exploiting the synergies in its portfolio with those of ForCrowd 
and its clients. 
 
Geosim Systems Ltd ("Geosim"), the Israeli 3D virtual mapping company, 
delivered, in the first half of 2020, the Digital Twin model of one of the 
largest international airports in Asia. In the second half of the year, Geosim 
focused on obtaining new contracts in North America, which led to the 
finalisation of an important contract with a major airport in early 2021. 
 
As announced in August 2020, QBT engaged Sapphire Capital Partners LLP, an FCA 
approved and regulated investment management partner, to act as the Investment 
Manager for the proposed launch of an Enterprise Investment Scheme fund ("EIS 
fund") in which the Company intends to operate as Investment Advisor. 
 
Another important event was the renegotiation of all Eufingest SA ("Eufingest") 
loans in November 2020, converting them into a Zero-Coupon Bond ("2020 Zero 
Coupon Bond"), convertible at 1p per new ordinary share of 0.25 pence each in 
the Company ("Ordinary Shares") and carrying an implied yield to maturity of 1% 
and, as such, lowering its cost of capital. 
 
Subsequent to the year end, the Company also changed its investment strategy, 
with a focus on Quantum Computing, Blockchain, Cryptocurrencies and Artificial 
Intelligence sectors. In conjunction with this, QBT commenced a research and 
development ("R&D") and investment programme. The Company's R&D is focused on 
Cryptography; bringing together the most advanced implementation techniques and 
functions, along with quantum computing technologies and AI deep learning, to 
develop a new and disruptive approach to blockchain technology. The investment 
programme is focused on selecting the most innovative and out-of-the-box 
start-ups in the Blockchain and cryptocurrency sector. 
 
Financial Review 
The group reported a total comprehensive loss of ?1.2m for the year ended 31 
December 2020: (2019 restated: ?0.6m loss). Operating losses for the period 
were ?1,087,000 (2019 restated: ?1,384,000 loss). The undiluted Net Asset Value 
("NAV") of the Group as of 31 December 2020 was -?2.4m (2019 restated: -?1.6m). 
The Group had Net Current Assets of ?4.9m million as at 31 December 2020, an 
improvement of ?2.5m since last year (2019 restated: ?2.4 million). 
 
The comparative 2019 values have been restated, to correctly represent the 
equity and derivative components of the Company's Bonds. For further details 
please see Note 25 in the Notes to the Financial Statements section. 
 
Portfolio Companies 
As at 31 December 2020, the Group comprised of a diverse portfolio of companies 
in several growth sectors; primarily leisure and technology. The portfolio 
included (percentage of equity held is shown in parenthesis): 
 
PBV Monitor Srl (pbvmonitor.com) (10%): PBV Monitor is an Italian company 
specialising in the acquisition and dissemination of data for the legal 
services industry, utilising proprietary market intelligence tools and 
dedicated search software. In 2020 PBV launched its market intelligence service 
- "PBV Intelligence", whilst also establishing new commercial partnerships. 
 
Sipiem SpA (50.17%): is a minority shareholder in T.L.T. SaS and owns a number 
of real estate assets in Italy, including a minority stake in the Ondaland 
Waterpark. It has issued a claim for ?10.8m against the previous management 
team and audit committee. In 2019, the claim was acquired by CL17. 
 
As announced in May 2021 the court-appointed independent expert confirmed the 
economic merit of the claim for ?7.8m. The next procedural steps are as follow: 
 
  * The judge will schedule a further hearing to comment the independent expert 
    valuation. 
  * Following this hearing, each party's lawyers will have 80 days ("Conclusive 
    Briefs Period") to file their conclusive briefs to the Judge. 
  * The judge's ruling is then expected within 60 days following the conclusion 
    of the Conclusive Briefs Period. 
 
GeoSim Systems Ltd ("Geosim") (geosimcities.com) (4.53%): is an Israel based 
company that develops 3D modelling software. At the beginning of 2020, Geosim 
has delivered on its project in Asia to build a Digital Twin model of an 
international airport despite the inevitable delays due to Covid-19. In 2021, 
Geosim is working at the completion of a first Phase in the development of a 
similar 3D Reality Model for a major North American airport. 
 
Mediapolis Srl (84.04%): Currently in bankruptcy procedure. In June 2020, CL17 
reached a settlement agreement with the Mediapolis Receiver to the amount of ? 
1,663,000 payable to CL17. CL17 received ?1,480,933 in August 2020, with final 
balance of ?182,067 (less ?50,000 used to purchase a legal claim against former 
director and internal audit team) payable at the end. Once the final payment is 
received, CL17 will have no further claim against Mediapolis. This represents a 
very important milestone in the Company's life, bringing a successful 
conclusion to a very complicated issue inherited from the previous management 
of the Company. 
 
Clear Leisure 2017 Ltd (100%): CL17 holds the remaining rights on the auction 
proceeds, amounting to ?182,067 (less ?50,000 used to purchase a legal claim 
against former director and internal audit team) with ?1,480,933 already paid 
in August 2020.  The legal claim had been originally valued by Mediapolis 
receiver above ?20 million. 
 
Furthermore, CL17 is the holder of other potentially important assets: the ? 
10.8m action for liability against Sipiem's previous management and audit 
committee (in 2021 the economic merit has been confirmed for a value up to ? 
7.8m by a Court appointed independent expert) and the ?1.03m action for 
liability against Sosushi's previous management. 
 
ForCrowd Srl (ForCrowd.com) (20%): During 2020, despite the Covid-19 pandemic, 
ForCrowd started its first campaigns ("B4TECH" and "Meta Wellness Srl"), as 
reported above. The investment in ForCrowd is part of a strategy of the Company 
allowing other portfolio companies to have an easy access to the crowdfunding 
resources whilst entitling QBT to potential revenue streams (1% of funds 
received by investors on projects introduced and 3% on funds introduced). In 
2021, the Company increased its stake in ForCrowd, moving from 20% to 41.17% 
for a consideration of ?34,000, whilst ForCrowd launched a new crowdfunding 
campaign. 
 
Miner One Limited (100%): Subsequently the change of Company's name and 
investment strategy, Miner One will become the vehicle through which QBT will 
carry out its crypto-mining operations. The container containing the datacentre 
together with the mining machines are still located in Serbia. It remains on 
care and maintenance as machines ought to be updated. 
 
Post-Balance Sheet Events 
At the start of the year the Company was notified that the Bologna Court 
elected to continue CL17 ?1.03 million legal claim against the previous 
management of Sosushi through an arbitration process, which will provide a 
legally binding decision on the matter. The arbitration process formally 
started on 18th January 2021. 
 
In the same period, CL17 (at the conclusion of the mandatory public bidding 
process), was assigned a legal claim against Mediapolis former management and 
internal audit committee, for a consideration of ?50,000 to be deducted from 
the amount still receivable from the Mediapolis Bankruptcy procedure. 
 
In relation to Sipiem's legal claim, in May, the Court appointed independent 
expert filed his report on the economic merit of the damages suffered by Sipiem 
at an amount of up to ?7.8 million, subject to the Judge ruling that the 
conduct of Sipiem's former board and internal audit committee was unlawful. 
Furthermore, as one of the defendants has sadly passed away, CL17 was required 
to take a few additional mandatory procedural steps that have slightly delayed 
the proceedings. The Court of Venice has then scheduled the hearing for 10 
November 2021 during which the Judge will receive the parties' comments on the 
report of the independent expert. 
 
In February, via two separate equity placings, the Company raised £680,000 and 
£1,000,000 (both amounts before expenses), to sustain the Company's running 
costs and specifically to launch a new Investment Strategy focused on R&D about 
Blockchain, Cryptocurrency and Quantum computing. 
 
On 14 April 2021, the Company issued a Notice of General Meeting to seek 
approval to: 
 
  * Amend the Company's Investing Policy to be focused on Blockchain, 
    Cryptocurrency, Quantum Computing and AI. 
  * Change the Company's name from Clear Leisure to Quantum Blockchain 
    Technologies plc. 
  * Authorise the granting of options to the CEO and current and future 
    management team of the Company. 
  * Grant authorities to the directors to issue shares in the Company. 
 
At the General Meeting shareholders voted to approve the above and therefore 
the Company changed its name to Quantum Blockchain Technologies plc. 
 
On this note, in June 2021, the Company announced the launch and progress of 
the in-house R&D programme in respect of advanced proprietary techniques for 
Bitcoin mining. The Company entered into a one-year service agreement with a UK 
based international cryptography expert whose specialism is cryptocurrency 
mining blockchain optimisations. 
 
The aim of this work is to improve the efficiency of Bitcoin mining, targeting 
a material reduction in energy usage and faster hash processing, which will 
increase the probability of successful mining. 
 
As part of the one-year service agreement, the consultant has been awarded 
share options over 10,000,000 new ordinary shares of 0.25 pence each in the 
Company at an exercise price of 5p each, which can be exercised between 15 
February 2022 and 15 August 2022. 
 
Outlook 
 
The Board remains committed to return value to its stakeholders by: 
 
  * Positioning the Company in the Quantum Computing, Blockchain and 
    Cryptocurrency sectors, both via the investment activity and in-house R&D 
    projects. 
 
  * Realisation of the legacy assets, for which positive outcomes are expected 
    from claims of the Company. 
  *  Further reduction of the debt position (if and when the conditions are 
    deemed appropriate). 
 
The Board maintains a positive outlook with the Company's new investment 
strategy focused on Quantum Computing, Blockchain and Cryptocurrency now in 
place in combination with its existing technology investments and remaining 
legal claims which the Company believes are drawing towards a positive 
conclusion. 
 
 
 
GROUP INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME FOR THE YEARED 
31 DECEMBER 2020 
 
                                                 Note                   2020       2019 
                                                                             (restated) 
 
                                                                       ?'000      ?'000 
 
Continuing operations 
 
Revenue                                                                   12         13 
 
                                                                          12         13 
 
Administration expenses                            7                 (1,123)    (1,397) 
 
Other operating income                                                    24          - 
 
Operating loss                                                       (1,087)    (1,384) 
 
Finance (costs)/income                             8                   (121)        760 
 
Loss before tax                                                      (1,208)      (624) 
 
Tax                                               11                       -          - 
 
Loss from continuing operations                                      (1,208)      (624) 
 
TOTAL COMPREHENSIVE LOSS FOR THE YEAR                                (1,208)      (624) 
 
Earnings per share: 
 
Basic and fully diluted loss per share (cents)    12                  ?0.182     ?0.101 
 
The accounting policies and notes form part of these financial statements. 
 
 
 
GROUP AND COMPANY STATEMENTS OF FINANCIAL POSITION 
 
AS AT 31 DECEMBER 2020 
 
                                   Notes      Group       Group   Company     Company 
                                               2020        2019      2020        2019 
                                                     (restated)            (restated) 
 
                                              ?'000       ?'000     ?'000       ?'000 
 
Non-current assets 
 
Investments                          13         980       1,117       434         521 
 
Total non-current assets                        980       1,117       434         521 
 
Current assets 
 
Trade and other receivables          14       5,191       6,604       841       1,493 
 
Cash and cash equivalents            15           -           -         -           - 
 
Total current assets                          5,191       6,604       841       1,493 
 
Total assets                                  6,171       7,721     1,275       2,014 
 
Current liabilities 
 
Trade and other payables             16       (334)       (396)     (327)       (339) 
 
Borrowings                           17           -     (3,691)         -     (3,691) 
 
Derivative financial instruments     18           -       (121)         -       (121) 
 
Total current liabilities                     (334)     (4,208)     (327)     (4,151) 
 
Net current assets/(liabilities)              4,857       2,396       514     (2,658) 
 
Total assets less current                     5,837       3,513       948     (2,137) 
liabilities 
 
Non-current liabilities 
 
Borrowings                           17     (8,212)     (5,142)   (8,212)     (5,142) 
 
Total non-current liabilities               (8,212)     (5,142)   (8,212)     (5,142) 
 
Total liabilities                           (8,545)     (9,350)   (8,539)     (9,290) 
 
Net (liabilities)/assets                    (2,375)     (1,629)   (7,264)     (7,279) 
 
Equity 
 
Share capital                        19       7,397       7,397     7,397       7,397 
 
Share premium account                19      47,124      47,124    47,124      47,124 
 
Other reserves                       21       8,787       8,376       462          51 
 
Retained losses                            (65,683)    (64,526)  (62,247)    (61,851) 
 
Total equity                                (2,375)     (1,629)   (7,264)     (7,279) 
 
An income statement for the parent company is not presented in accordance with 
the exemption allowed by S408 of the Companies Act 2006. The parent company's 
comprehensive loss for the financial year amounted to ?447,000 (2019: restated 
?144,000 profit). 
 
 
 
GROUP STATEMENT OF CHANGES IN EQUITY 
 
FOR THE YEARED 31 DECEMBER 2020 
 
                                   Share      Share      Other   Retained      Total 
Group                            capital    premium   reserves     losses     equity 
                                            account 
                                   ?'000      ?'000      ?'000      ?'000      ?'000 
 
At 1 January 2019                  7,227     47,038      8,376   (62,416)        225 
 
Prior year adjustment (note            -          -          -    (1,486)    (1,486) 
25) 
 
At 1 January 2019 (restated)       7,227     47,038      8,376   (63,902)    (1,261) 
 
Total comprehensive loss               -          -          -      (624)      (624) 
for the year 
 
Issue of shares                      170         86          -          -        256 
 
At 31 December 2019                7,397     47,124      8,376   (64,526)    (1,629) 
(restated) 
 
Total comprehensive loss               -          -          -    (1,208)    (1,208) 
for the year 
 
Lapsed share options                   -          -       (51)         51          - 
 
Equity portion of convertible          -          -        462          -        462 
loan notes 
 
At 31 December 2020                7,397     47,124      8,787   (65,683)    (2,375) 
 
The following describes the nature and purpose of each reserve: 
 
Share capital                                      represents the nominal value 
of equity shares. 
 
Share premium                                  amount subscribed for share 
capital in excess of the nominal value. 
 
Retained losses cumulative net gains and losses less distributions made and 
items of other comprehensive income not accumulated in another separate 
reserve. 
 
Other reserves                                    consist of three reserves, as 
detailed in Note 21, see below: 
 
Merger reserve  relates to the difference in consideration and nominal value of 
shares issued during a merger and the fair value of assets transferred in an 
acquisition of 90% or more of the share capital of another entity. 
 
Loan note equity reserve                         relates to the equity portion 
of the convertible loan notes. 
 
Share option reserve                             fair value of the employee and 
key personnel equity settled share option scheme as accrued at the statement of 
financial position date. 
 
The accounting policies and notes form part of these financial statements. 
 
 
 
COMPANY STATEMENT OF CHANGES IN EQUITY 
 
FOR THE YEARED 31 DECEMBER 2020 
 
                                Share      Share      Other      Retained         Total 
Company                       capital    premium   reserves        losses 
                                         account 
                                ?'000      ?'000      ?'000                       ?'000 
                                                                    ?'000 
 
At 1 January 2019               7,227     47,038         51      (60,509)       (6,193) 
 
Prior year adjustment (note         -          -          -       (1,486)       (1,486) 
25) 
 
At 1 January 2019 (restated)    7,227     47,038         51      (61,995)       (7,679) 
 
Total comprehensive profit          -          -          -           144           144 
for the year 
 
Issue of shares                   170         86          -             -           256 
 
At 31 December 2019             7,397     47,124         51      (61,851)       (7,279) 
(restated) 
 
Total comprehensive loss            -          -          -         (447)         (447) 
for the year 
 
Lapsed share options                -          -       (51)            51             - 
 
Equity portion of convertible       -          -        462             -           462 
loan notes 
 
At 31 December 2020             7,397     47,124        462       (62247)        (7,264 
 
The following describes the nature and purpose of each reserve: 
 
Share capital                                    represents the nominal value 
of equity shares. 
 
Share premium                                amount subscribed for share 
capital in excess of the nominal value. 
 
Retained losses cumulative net gains and losses less distributions made and 
items of other comprehensive income not accumulated in another separate 
reserve. 
 
Other reserves                                 consist of two reserves, as 
detailed in Note 21, see below: 
 
Loan note equity reserve                      relates to the equity portion of 
the convertible loan notes. 
 
Share option reserve                        fair value of the employee and key 
personnel equity settled share option scheme as accrued at the statement of 
financial position date. 
 
The accounting policies and notes form part of these financial statements. 
 
 
 
GROUP AND COMPANY STATEMENT OF CASH FLOWS FOR THE YEARED 31 DECEMBER 2020 
 
                                 Note      Group       Group      Company     Company 
                                            2020        2019         2020        2019 
                                                  (restated)               (restated) 
                                           ?'000       ?'000        ?'000       ?'000 
 
Cash used in operations 
 
Loss before tax                          (1,208)       (624)        (447)         144 
 
Fair value changes in                                     27            -          40 
investments 
 
Impairment of investments                     89           -           89           - 
 
Other gains and losses                        50           -            -           - 
 
Finance charges                              247       (760)          247       (760) 
 
Decrease /(increase) in                    1,417         882          655        (95) 
receivables 
 
(Decrease) /increase in payables            (61)        (78)         (10)         118 
 
Decrease in derivatives                    (121)           -        (121)           - 
 
Net cash outflow from operating              413       (553)          413       (553) 
activities 
 
Cash flows from investing 
activities 
 
Purchase of investments           13         (2)           -          (2)           - 
 
Net cash outflow from investing                -           -          (2)           - 
activities 
 
Cash flows from financing 
activities 
 
Proceeds from borrowing                      150         291          150         291 
 
Repayment of borrowings                    (561)           -        (561)           - 
 
Interest paid                                  -         (5)            -         (5) 
 
Net cash (outflow)/inflow from             (411)         286        (411)         286 
financing activities 
 
Net (decrease)/increase in cash                -       (267)            -       (267) 
for the year 
 
Cash and cash equivalents at                   -         267            -         267 
beginning of year 
 
Cash and cash equivalents at end  15           -           -            -           - 
of year 
 
The accounting policies and notes form part of these financial statements. 
 
 
 
NOTES TO THE FINANCIAL STATEMENTS 
 
FOR THE YEARED 31 DECEMBER 2020 
 
1.            General Information 
 
Quantum Blockchain Technologies plc is a company incorporated in the United 
Kingdom under the Companies Act 2006. The Company's ordinary shares are traded 
on AIM of the London Stock Exchange. The address of the registered office is 
given on the Company Information page. The nature of the Group's operations and 
its principal activities are set out in the Directors' report on page 12. 
 
2.            Accounting policies 
 
The principal accounting policies are summarised below. They have all been 
applied consistently throughout the period covered by these consolidated 
financial statements. 
 
Basis of preparation 
 
The consolidated Financial Statements of Quantum Blockchain Technologies plc 
have been prepared in accordance with International Financial Reporting 
Standards (IFRS) and International Financial Reporting Interpretations 
Committee (IFRIC) in conformity with the requirements of the Companies act 2006 
and the parts of Companies Act 2006 applicable to companies reporting under 
IFRS. 
 
The financial statements have been prepared under the historical cost 
convention as modified by the revaluation of assets and liabilities held at 
fair value. 
 
The preparation of Financial Statements in conformity with IFRS requires the 
use of certain critical accounting estimates. It also requires management to 
exercise its judgement in the process of applying the Group's accounting 
policies. The areas involving a higher degree of judgement or complexity, or 
areas where assumptions and estimates are significant to the consolidated 
Financial Statements are disclosed in Note 3. 
 
The Consolidated Financial Statements are presented in Euros (?), the 
presentational and functional currency, rounded to the nearest ?'000. 
 
Basis of consolidation 
 
Where the company has control over an investee, it is classified as a 
subsidiary. The company controls an investee if all three of the following 
elements are present: power over the investee, exposure to variable returns 
from the investee, and the ability of the investor to use its power to affect 
those variable returns. Control is reassessed whenever facts and circumstances 
indicate that there may be a change in any of these elements of control. 
 
The consolidated financial statements present the results of the company and 
its subsidiaries as if they formed a single entity. Intercompany transactions 
and balances between group companies are therefore eliminated in full. All 
subsidiaries have a reporting date of December. 
 
The consolidated financial statements incorporate the results of business 
combinations using the acquisition method. In the statement of financial 
position, the acquiree's identifiable assets, liabilities and contingent 
liabilities are initially recognised at their fair values at the acquisition 
date. The results of acquired operations are included in the consolidated 
statement of comprehensive income from the date on which control is obtained. 
They are deconsolidated from the date on which control ceases. 
 
On consolidation, the results of overseas operations are translated into pounds 
sterling at rates approximating to those ruling when the transactions took 
place. All assets and liabilities of overseas operations, including goodwill 
arising on the acquisition of those operations, are translated at the rate 
ruling at the reporting date. Exchange differences arising on translating the 
opening net assets at opening rate and the results of overseas operations at 
actual rate are recognised in other comprehensive income and accumulated in the 
foreign exchange reserve. 
 
Exchange differences recognised profit or loss in Group entities' separate 
financial statements on the translation of long-term monetary items forming 
part of the Group's net investment in the overseas operation concerned are 
reclassified to other comprehensive income and accumulated in the foreign 
exchange reserve on consolidation. 
 
On disposal of a foreign operation, the cumulative exchange differences 
recognised in the foreign exchange reserve relating to that operation up to the 
date of disposal are transferred to the consolidated statement of comprehensive 
income as part of the profit or loss on disposal. 
 
Investments in subsidiaries 
 
Investments in subsidiaries are stated at cost less any provision for 
impairment. 
 
Foreign currency 
 
The functional currency is Euro. Foreign currency transactions are translated 
into the functional currency using the exchange rates prevailing at the dates 
of the transactions or valuation where items are re-measured. Exchange gains 
and losses resulting from the settlement of such transactions and from the 
translation at year-end exchange rates of monetary assets and liabilities 
denominated in foreign currencies are recognised in the Statement of 
Comprehensive Income. Exchange gains and losses that relate to borrowings and 
cash and cash equivalents are presented in the income statement within 'finance 
income or costs'. All other exchange gains and losses are presented in the 
income statement within 'other (losses)/gains - net'. 
 
Changes in the fair value of monetary securities denominated in foreign 
currency classified as available for sale are analysed between translation 
differences resulting from changes in the amortised cost of the security and 
other changes in the carrying amount of the security. Translation differences 
related to changes in amortised cost are recognised in profit or loss, and 
other changes in carrying amount are recognised in other comprehensive income. 
 
Taxation 
 
The tax expense represents the sum of the tax currently payable and any 
deferred tax. 
 
Current taxes are based on the results of the Group companies and are 
calculated according to local tax rules, using the tax rates and laws that have 
been enacted or substantially enacted by the reporting date. 
 
Deferred tax is provided in full using the financial position liability method 
for all taxable temporary differences arising between the tax bases of assets 
and liabilities and their carrying values for financial reporting purposes. 
Deferred tax is measured using currently enacted or substantially enacted tax 
rates and laws. Deferred tax is the tax expected to be payable or recoverable 
on differences between the carrying amounts of assets and liabilities in the 
financial statements and the corresponding tax bases used in the computation of 
taxable profit and is accounted for using the statement of financial position 
liability method. Deferred tax liabilities are generally recognised for all 
taxable temporary differences and deferred tax assets are recognised to the 
extent that it is probable that taxable profits will be available against which 
deductible temporary differences can be utilised. Such assets and liabilities 
are not recognised if the temporary difference arises from goodwill or from the 
initial recognition (other than in a business combination) of other assets and 
liabilities in a transaction that affects neither the taxable profit nor the 
accounting profit. 
 
Deferred tax assets are recognised to the extent the temporary difference will 
reverse in the foreseeable future and that it is probable that future taxable 
profit will be available against which the asset can be utilised. Deferred tax 
is recognised for all deductible temporary differences arising from investments 
in subsidiaries and associates, to the extent that it is probable that the 
temporary difference will reverse in the foreseeable future and taxable profit 
will be available against which the temporary difference can be utilised. 
 
Revenue 
 
The Group provides consultancy services, which are invoiced at the point of the 
provision of the service. Revenue is recognised as earned at a point in time on 
the unconditional supply of these services, which are received and consumed 
simultaneously by the customer. The Group measures revenues at the fair value 
of the consideration received or receivable for the provision of consultancy 
services net of Value Added Tax. 
 
Interest income 
 
Interest income is accrued on a time basis, by reference to the principal 
outstanding and at the effective interest rate applicable, which is the rate 
that exactly discounts estimated future cash receipts through the expected life 
of the financial asset to that asset's net carrying amount on initial 
recognition. 
 
Financial instruments 
 
Classification and measurement 
 
The Company classifies its financial assets into the following categories: 
those to be measured subsequently at fair value through the income statement 
(FVPL) and those to be held at amortised cost. 
 
Classification depends on the business model for managing the financial assets 
and the contractual terms of the cash flows. 
 
Management determines the classification of financial assets at initial 
recognition. The Company's policy with regard to financial risk management is 
set out in Note 18. Generally, the Company does not acquire financial assets 
for the purpose of selling in the short term. 
 
The Company's business model is primarily that of "hold to collect" (where 
assets are held in order to collect contractual cash flows). When the Company 
enters into derivative contracts, these transactions are designed to reduce 
exposures relating to assets and liabilities, firm commitments or anticipated 
transactions. 
 
Financial Assets held at amortised cost 
 
The classification applies to debt instruments which are held under a hold to 
collect business model and which have cash flows that meet the "solely payments 
of principal and interest" (SPPI) criteria. 
 
At initial recognition, trade receivables that do not have a significant 
financing component, are recognised at their transaction price.  Other 
financial assets are initially recognised at fair value plus related 
transaction costs, they are subsequently measured at amortised costs using the 
effective interest method.  Any gain or loss on derecognition or modification 
of a financial asset held at amortised cost is recognised in the income 
statement. 
 
Financial Assets held at fair value through profit or loss (FVPL) 
 
The classification applies to the following financial assets.  In all cases, 
transaction costs are immediately expensed to the income statement. 
 
  * Debt instruments that do not meet the criteria of amortised costs or fair 
    value through other comprehensive income.  The Company has a significant 
    proportion of trade receivables with embedded derivatives for professional 
    pricing.  These receivables are generally held to collect but do not meet 
    the SPPI criteria and as a result must be held at FVPL.  Subsequent fair 
    value gains or losses are taken to the income statement. 
  * Equity investments which are held for trading or where the FVOCI election 
    has not been applied.  All fair value gains or losses and related dividend 
    income are recognised in the income statement. 
  * Derivatives which are not designated as a hedging instrument.  All 
    subsequent fair value gains or losses are recognised in the income 
    statement. 
 
Trade and other receivables 
 
Trade and other receivables are measured at initial recognition at fair value 
and are subsequently measured at amortised cost using the effective interest 
rate method. A provision is established when there is objective evidence that 
the Group will not be able to collect all amounts due. The amount of any 
provision is recognised in the income statement. 
 
Cash and cash equivalents 
 
Cash and cash equivalents comprise cash on hand and demand deposits and other 
short-term highly liquid investments that are readily convertible to a known 
amount of cash and are subject to an insignificant risk of changes in value 
with maturities of three months or less from inception. 
 
Impairment of financial assets 
 
A forward looking expected credit loss (ECL) review is required for: debt 
instruments measured at amortised costs are held at fair value through other 
comprehensive income: loan commitments and financial guarantees not measured at 
fair value through profit or loss; lease receivables and trade receivables that 
give rise to an unconditional right to consideration. 
 
As permitted by IFRS9, the Company applies the "simplified approach" to trade 
receivable balances and the "general approach" to all other financial assets. 
The general approach incorporates a review for any significant increase in 
counter party credit risk since inception.  The ECL reviews including 
assumptions about the risk of default and expected loss rates.  For trade 
receivables, the assessment takes into account the use of credit enhancements, 
for example, letters of credit.  Impairments for undrawn loan commitments are 
reflected as a provision. 
 
Financial liabilities 
 
Borrowings and other financial liabilities (including trade payables but 
excluding derivative liabilities) are recognised initially at fair value, net 
of transaction costs incurred, and are subsequently measured at amortised 
costs. 
 
Convertible bonds 
 
Convertible bonds are regarded as compound instruments, consisting of a 
liability component and an equity component. At the date of issue, the fair 
value of the liability component is estimated using the prevailing market 
interest rate for similar non-convertible debt. The difference between the 
proceeds of issue of the convertible loan notes and the fair value assigned to 
the liability component, representing the embedded option to convert the 
liability into equity of the Group, is included in equity. 
 
Issue costs are apportioned between the liability and equity components of the 
convertible loan notes based on their relative carrying amounts at the date of 
issue. The portion relating to the equity component is charged directly against 
equity. 
 
The interest expense on the liability component is calculated by applying the 
prevailing market interest rate for similar non-convertible debt to the 
liability component of the instrument. The difference between this amount and 
the interest paid is added to the carrying amount of the convertible loan note. 
 
Borrowings costs 
 
Borrowing costs are recognised in profit or loss in the period in which they 
are incurred. 
 
Trade payables 
 
Trade payables are initially measured at fair value, and are subsequently 
measured at amortised cost, using the effective interest rate method. 
 
Segmental reporting 
 
In identifying its operating segments, management generally follows the Group's 
service lines, which represent the main products and services provided by the 
Group. The measurement policies the Group uses for segment reporting under IFRS 
8 are the same as those used in its financial statements. The disclosure is 
based on the information that is presented to the chief operating decision 
maker, which is considered to be the board of Quantum Blockchain Technologies 
plc. 
 
Provisions 
 
Provisions are recognised when the Group has a present obligation (legal or 
constructive) as a result of a past event, it is probable that the Group will 
be required to settle that obligation and a reliable estimate can be made of 
the amount of the obligation. 
 
The amount recognised as a provision is the best estimate of the consideration 
required to settle the present obligation at the year-end date, taking into 
account the risks and uncertainties surrounding the obligation. 
 
Equity instruments 
 
An equity instrument is any contract that evidences a residual interest in the 
assets of the Group after deducting all of its liabilities. Equity instruments 
issued by the Group are recorded at the proceeds received net of direct issue 
costs. 
 
Share capital account represents the nominal value of the shares issued. 
 
The share premium account represents premiums received on the initial issuing 
of the share capital. Any transaction costs associated with the issuing of 
shares are deducted from share premium, net of any related income tax benefits. 
 
Retained losses include all current and prior period results as disclosed in 
the statement of comprehensive income. 
 
Other reserves consist of the merger reserve, revaluation reserve, exchange 
translation reserve and loan equity reserve. 
 
  * the merger reserve represents the premium on the shares issued less the 
    nominal value of the shares, being the difference between the fair value of 
    the consideration and the nominal value of the shares. 
  * the revaluation reserve represents the difference between the purchase 
    costs of the available for sale investments less any impairment charge and 
    the market or fair value of those investments at the accounting date. 
  * the exchange translation reserve represents the movement of items on the 
    statement of financial position that were denominated in foreign before 
    translation 
  * the loan equity reserve represents the value of the equity component of the 
    nominal value of the loan notes issued. 
 
Government Grants 
 
Grants from the government are recognised at their fair value where there is 
reasonable assurance that the grant will be received and the group will comply 
with all attached conditions. Government grants which are revenue in nature are 
recognised on a systematic basis within Other operating income in the Statement 
of Comprehensive income over the period in which the group recognises as 
expenses the related costs for which the grants are intended to compensate. 
 
3.            Critical accounting judgements and key sources of estimation 
uncertainty 
 
The preparation of Financial Statements in conformity with IFRSs requires 
management to make judgements, estimates and assumptions that affect the 
application of policies and reported amounts of assets and liabilities, income 
and expenses. Estimates and judgements are continually evaluated and are based 
on historical experience and other factors including expectations of future 
events that are believed to be reasonable under the circumstances. 
 
The Group makes estimates and assumptions concerning the future. The resulting 
accounting estimates will, by definition, seldom equal the related actual 
results. The estimates and assumptions that have a significant risk of causing 
a material adjustment to the carrying amounts of assets and liabilities within 
the next financial year are discussed below. 
 
Fair value measurement 
 
Management uses valuation techniques to determine the fair value of financial 
instruments (where active market quotes are not available) and non-financial 
assets. This involves developing estimates and assumptions consistent with how 
market participants would price the instrument. Management bases its 
assumptions on observable data as far as possible, but this is not always 
available. In that case management uses the best information available. 
Estimated fair values may vary from the actual prices that would be achieved in 
an arm's length transaction at the reporting date. 
 
In order to arrive at the fair value of investments a significant amount of 
judgement and estimation has been adopted by the Directors as detailed in the 
investments accounting policy. Where these investments are un-listed and there 
is no readily available market for sale the carrying value is based upon future 
cash flows and current earnings multiples for which similar entities have been 
sold. The nature of these assumptions and the estimation uncertainty as a 
result is outlined in Note 13, along with sensitivities in Note 18. 
 
Going Concern 
 
The Group's activities generated a loss of ?1,208,000 (2019: ?624,000) and had 
net current assets of ?4,857,000 as at 31 December 2020 (2019: ?2,396,000). The 
Group's operational existence is still dependent on the ability to raise 
further funding either through an equity placing on AIM, or through other 
external sources, to support the on-going working capital requirements. 
 
After making due enquiries, the Directors have formed a judgement that there is 
a reasonable expectation that the Group can secure further adequate resources 
to continue in operational existence for the foreseeable future and that 
adequate arrangements will be in place to enable the settlement of their 
financial commitments, as and when they fall due. 
 
For this reason, the Directors continue to adopt the going concern basis in 
preparing the financial statements. Whilst there are inherent uncertainties in 
relation to future events, and therefore no certainty over the outcome of the 
matters described, the Directors consider that, based upon financial 
projections and dependant on the success of their efforts to complete these 
activities, the Group will be a going concern for the next twelve months. If it 
is not possible for the Directors to realise their plans, over which there is 
significant uncertainty, the carrying value of the assets of the Group is 
likely to be impaired. 
 
In relation to the impact of Covid-19 on the Company, the Company's employees 
can carry out their duties remotely, via the network infrastructure in place. 
As a result, there was no disruption to the operational activities of the 
Company during the Covid-19 social distancing and working from home 
restrictions. All key business functions continue to operate at normal 
capacity. 
 
Notwithstanding the above, the Directors note the material uncertainty in 
relation to the Group being unable to realise its assets and discharge its 
liabilities in the normal course of business. 
 
4.            Segment information 
 
The Directors are of the opinion that under IFRS 8 - "operating segment" there 
are no identifiable business segments that are subject to risks and returns 
different to the core business of investment management. The information 
reported to the Directors, for the purposes of resource allocation and 
assessment of performance is based wholly on the overall activities of the 
Group. Therefore, the Directors have determined that there is only one 
reportable segment under IFRS 8. 
 
The Group has not generated a material level of income and has no major 
customers. 
 
5.            Staff costs 
 
                                                        Group             Company 
 
                                                    2020     2019     2020      2019 
                                                   ?'000    ?'000     ?'000     ?'000 
 
Staff costs during the period including directors 
comprise: 
 
Wages and salaries                                     373      277       373       277 
 
Social security costs and pension contributions          2        5         2         5 
 
                                                       375      282       375       282 
 
6.            Directors Emoluments 
 
                                                                       2020        2019 
                                                                      ?'000       ?'000 
 
Aggregate emoluments                                                    323         176 
 
                                                                        323         176 
 
Remuneration of the highest paid Director was £267,000 (2019: £134,000) 
 
There are no retirement benefits accruing to the Directors. Details of 
directors' remuneration are included in the Directors' Report. 
 
7.            Expenses by nature 
 
                                                                       2020        2019 
                                                                             (restated) 
                                                                      ?'000       ?'000 
 
Directors emoluments                                                    323         176 
 
Employee emoluments                                                      80         106 
 
Legal and professional fees                                             419         337 
 
Audit and accountancy fees                                               38          64 
 
Administrative expenditure                                              174         240 
 
Impairment of assets                                                     89         474 
 
                                                                      1,123       1,397 
 
8.            Finance (costs)/income 
 
                                                                               2020           2019 
                                                                                        (restated) 
                                                                              ?'000          ?'000 
 
Gain on derivatives (note 25B)                                                  126          1,018 
 
Interest on convertible bonds (note 25B)                                      (247)          (253) 
 
Bank fees & revaluations 
                                                                                  -            (5) 
 
                                                                              (121)            760 
 
9.            Auditor's remuneration 
 
                                                                       2020        2019 
                                                                      ?'000       ?'000 
 
Group Auditor's remuneration: 
 
Fees payable to the Group's auditor for the audit of the                 28          35 
Company and consolidated financial statements: 
 
Non audit services: 
 
Other services (tax)                                                     10           - 
 
Subsidiary Auditor's remuneration 
 
Other services pursuant to legislation                                               10 
 
                                                                         38          45 
 
 
10.         Employee numbers 
 
                                                        Group             Company 
 
                                                    2020     2019      2020      2019 
                                                   Number   Number    Number    Number 
 
The average number of Company's employees, 
including directors during the period was as 
follows: 
 
Management and administration                            4        4          4        4 
 
11.         Taxation 
 
                                                                         2020      2019 
                                                                        ?'000     ?'000 
 
Current taxation                                                            -         - 
 
Deferred taxation                                                           -         - 
 
Tax charge for the year                                                     -         - 
 
The Group has a potential deferred tax asset arising from unutilised management 
expenses available for carry forward and relief against future taxable profits. 
The deferred tax asset has not been recognised in the financial statements in 
accordance with the Group's accounting policy for deferred tax. 
 
The Group's unutilised management expenses and capital losses carried forward 
at 31 December 2020 amount to approximately ?18 million (2019: ?22 million) and 
?8 million (2019: ?9 million) respectively. 
 
The standard rate of tax for the current year, based on the UK effective rate 
of corporation tax is 19% (2019: 19%). The actual tax for the current and 
previous year varies from the standard rate for the reasons set out in the 
following reconciliation: 
 
Continuing operations                                                   2020       2019 
                                                                             (restated) 
                                                                       ?'000      ?'000 
 
Loss for the year before tax                                         (1,208)      (624) 
 
Tax on ordinary activities at standard rate                            (229)      (118) 
 
Effects of: 
 
Expenses not deductible for tax purposes                                  65          - 
 
Foreign taxes                                                                         - 
 
Tax losses available for carry forward against future profits            164        118 
 
Total tax                                                                  -          - 
 
 
The UK government has announced that the corporation tax rate will increase 
from 19% to 25% with effect from 1 April 2023. 
 
12.         Earnings per share 
 
The basic earnings per share is calculated by dividing the loss attributable to 
equity shareholders by the weighted average number of ordinary shares in issue 
during the period. Diluted earnings per share is computed using the weighted 
average number of shares during the period adjusted for the dilutive effect of 
share options and convertible loans outstanding during the period. 
 
The loss and weighted average number of shares used in the calculation are set 
out below: 
 
                                    2020                               2019 
 
                       Profit/    Weighted   Per share    Profit/    Weighted   Per share 
                       (Loss)   average no.   Amount       (Loss)   average no.   Amount 
                                 of shares     Euro      (restated)  of shares     Euro 
                        ?'000      000's                   ?'000       000's 
 
Basic and fully diluted earnings per share 
 
Continuing operations   (1,208)      662,371  (?0.182)        (624)     618,891   (?0.101) 
 
Total operations         1,208)      662,371  (?0.182)        (624)     618,891   (?0.101) 
 
IAS 33 requires presentation of diluted earnings per share when a company could 
be called upon to issue shares that would decrease earnings per share. In 
respect of 2020 and 2019 the diluted loss per share is the same as the basic 
loss per share as the loss for each year has an anti-dilutive effect. 
 
13.         Investments 
 
The significant entities for which the Group owns shares, including the parent 
company, held at 31 December 2020 were as follows: 
 
Group Companies  Ownership Country     Company      Net Assets/   Date of  Treatment 
                                       Status       (Liabilities) latest 
                                                    ?,000         accounts 
 
Quantum          100.00%   UK          Parent       (6,753)       2019     Consolidated 
Blockchain                             Company 
Technologies PLC 
 
Brainspark       100.00%   UK          Trading      (669)         2019     Consolidated 
Associates Ltd 
 
Clear Leisure    100.00%   UK          Trading      36,245        2019     Consolidated 
2017 Ltd 
 
Milan Digital    100.00%   UK          Incorporated Nil           N/A      Consolidated 
Twin Ltd                               in 2019 
 
London Digital   100.00%   UK          Incorporated Nil           N/A      Consolidated 
Twin Ltd                               in 2019 
 
Clear Holiday    100.00%   Italy       Dormant/      10           2014     Not 
Srl                                    Inactive                            Consolidated 
 
Miner One        100.00%   UK          Dormant       -            2018     Consolidated 
 
Alnitak S.A      100.00%   Luxembourg  Inactive     (8)           2014     Not 
                                                                           Consolidated 
 
Mediapolis       71.72%    Luxembourg  Inactive     (6,648)       2010     Not 
Investment S.A                                                             Consolidated 
 
Sosushi Company  99.30%    Italy       In           654           2013     Not 
Srl                                    liquidation                         Consolidated 
 
Fallimento       84.04%    Italy       Liquidated   1,204         2016     Not 
Mediapolis Srl                                                             Consolidated 
 
ORH S.P.A        73.40%    Italy       Liquidated   1,718         2012     Not 
                                                                           Consolidated 
 
Birdland Srl     52.00%    Italy       In           (288)         2016     Not 
                                       liquidation                         Consolidated 
 
Sipiem S.P.A     50.17%    Italy       In           645           2014     Not 
                                       liquidation                         Consolidated 
 
Bibop Srl        36.94%    Italy       Liquidated   (211)         2017     No fair 
                                                                           value 
 
ForCrowd Srl     20.00%    Italy       Investment    74           2018     Held at fair 
                                                                           value 
 
PBV Monitor      10.00%    Italy       Investment    166          2019     Held at fair 
                                                                           value 
 
Geosim Systems   4.53%     Israel      Investment   (330)         2018     Held at fair 
                                                                           value 
 
Beni Immobili    15.05%    Italy       Investment   14            2014     No fair 
Srl                                                                        value 
 
TLT S.P.A        0.25%     Italy       Investment   (2,476)       2016     No fair 
                                                                           value 
 
The directors have assessed the group's interests in other entities on an 
individual basis and come to the overall conclusions as detailed in the table 
below. Please see the note narrative for additional information on an entity by 
entity basis. 
 
Quantum Blockchain Technologies PLC 
 
This entity is the UK based group parent and has therefore been included in the 
consolidation. 
 
Brainspark Associates Limited 
 
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain 
Technologies PLC and has been included in the consolidation. 
 
Clear Leisure 2017 Limited 
 
This entity is a 100% owned UK incorporated subsidiary of Quantum Blockchain 
Technologies PLC and has been included in the consolidation. 
 
Milan Digital Twin Limited 
 
This entity is a 100% owned UK company which has been incorporated on 30 
December 2019 with its first accounts made up to 31 December 2020. This entity 
only includes unpaid share capital and has not begun operating. It has been 
included in the consolidation with an overall impact of nil. 
 
London Digital Twin Limited 
 
This entity is a 100% owned UK company which has been incorporated on 30 
December 2019 with its first accounts made up to 31 December 2020. This entity 
only includes unpaid share capital and has not begun operating. It has been 
included in the consolidation with an overall impact of nil. 
 
Clear Holiday Srl 
 
Clear Holiday Srl is a 100% owned subsidiary of the group incorporated in 
Italy. However, this entity has not been consolidated on the basis that it is 
immaterial to the group financial statements. The balances held within the 
company are not with external third parties and therefore the overall impact on 
the accounts would be trivial. 
 
Miner One Limited 
 
Miner One Limited is a UK based entity, which was initially set up as a 50% 
joint venture with 64Bit. During the year, the other 50% shareholding has been 
acquired from the partner and now it is 100% owned. The entity itself was 
initially set up with the hope of transferring certain assets, notably a data 
centre located in Serbia into its possession. However, due to disputes with the 
previous joint venture partner this did not materialise. In 2019 this entity 
remained dormant and did not trade during the year. This entity only includes 
unpaid share capital and has not begun operating, it has been included in the 
consolidation with an overall impact of nil. 
 
Alnitak S.A. 
 
Alnitak S.A. is a 100% owned subsidiary incorporated in Luxemburg. The company 
itself is inactive, being kept registered mainly because of a claim filed by 
the former sole Director. The initial ruling, after losing the case in the 
first instance has been appealed by Alnitak S.A., but is similar to another 
claim previously won by Quantum Blockchain Technologies in the Rome court where 
all legal costs were settled by the claimant. 
 
Although the entity is inactive, there is no active management in Luxemburg and 
therefore Quantum Blockchain Technologies has also had difficulty formally 
liquidating the company. The net liability position of Alnitak S.A is 
immaterial to the group and the balances are largely internal. Therefore, the 
non-consolidation of this entity is deemed to be immaterial to the group. 
 
On 25 February 2021 Alnitak S.A. has entered a liquidation process and the 
Group does not expect any further assets or liabilities to arise from these 
proceedings. 
 
Mediapolis Investment S.A. 
 
Mediapolis Investment S.A. is a 71.72% owned subsidiary incorporated in 
Luxembourg. The company itself is inactive and is not trading. Previous 
management failed to pay accountants and local directors for the previous six 
years and no financial statements have been filed for over seven years. 
Although this entity is inactive and 
 
71.72% of the shares are held by the group, there is no active management in 
Luxembourg, and this has led to a difficulty in finalizing a liquidation. 
 
The most recent accounts available were produced in 2010 and the main asset 
held by the entity is the investment of 13% of the capital in another former 
group company, Fallimento Mediapolis Srl, which has been liquidated. This 
investment is carried at approximately EUR6.6m and has been impaired to nil. 
Therefore, the non-consolidation of this entity is deemed to be immaterial to 
the group. 
 
On 6 May 2021 Mediapolis Investment S.A. has entered a liquidation process and 
the Group does not expect any further assets or liabilities to arise from these 
proceedings. 
 
Sosushi Company Srl 
 
Sosushi Company Srl is a 99.3% owned entity incorporated in Italy. The company 
is in the process of liquidation and will be liquidated once certain ongoing 
legal matters have been resolved. No accounts have been approved for this 
company since 2014, when the process of liquidation begun. Accounting 
information was never passed to the sole director despite several requests to 
the accountant. Further actions have now been taken to resolve the issues 
around accounting information and a new accountant has been appointed. Due to 
the liquidation, it is deemed that there is no control by the group over the 
entity and therefore the financial information for Sosushi Company Srl has not 
been consolidated into the group financial statements. The investment in 
Sosushi Company Srl is accounted at fair value through profit or loss. 
 
On 24 June 2021, the Company received notification that Sosushi has been 
declared bankrupt. The Company is now considering if appeal or not. 
 
Sosushi's bankruptcy will have no impact on the Company's balance sheet, as the 
receivables remain collectable, and the litigation is held via Clear Leisure 
2017. 
 
Fallimento Mediapolis Srl 
 
Fallimento Mediapolis Srl is a 84.04% equivalent owned entity incorporated in 
Italy. Quantum Blockchain Technologies Plc holds directly 74.67% of the capital 
of the company whilst a 13% stake is held via Mediapolis Investment S.A as 
noted above. The company was liquidated in 2017 and therefore this is the date 
from which control is deemed to have been lost. Therefore, the financial 
information for Fallimento Mediapolis Srl has not been consolidated into the 
group financial statements. The investment in Fallimento Mediapolis Srl is 
accounted at fair value through profit or loss. 
 
ORH S.P.A 
 
ORH S.P.A was a 73.4% owned entity incorporated in Italy. The company was 
liquidated in 2013 and therefore this is the date from which control is deemed 
to have been lost. Therefore, the financial information for ORH S.P.A has not 
been consolidated into the group financial statements. The investment in ORH 
S.P.A is accounted at fair value through profit or loss. 
 
Birdland Srl 
 
Birdland Srl is a 52% owned entity incorporated in Italy. The stake in the 
entity is indirectly owned via Brainspark Associates Limited. The company was 
placed into liquidation in 2017 and therefore this is the date from which 
control is deemed to have been lost. Therefore, the financial information for 
Birdland Srl has not been consolidated into the group financial statements. The 
investment in Birdland Srl is accounted at fair value through profit or loss. 
 
Sipiem S.P.A 
 
Sipiem S.P.A is a 50.17% owned entity incorporated in Italy. The entity has not 
been trading for a number of years and has only been maintained due to the 
ongoing legal matters with the former directors. An amount receivable has been 
recognised at the group level relating to the part of the claim which is 
payable to Quantum Blockchain Technologies PLC. The company is now in 
liquidation which commenced in 2015. Therefore, this is the date from which 
control is deemed to have been lost. Therefore, the financial information for 
Sipiem S.P.A has not been consolidated into the group financial statements. The 
investment in Sipiem S.P.A is accounted at fair value through profit or loss. 
 
Bibop Srl 
 
Bibop Srl is a 36.94% equivalent owned investment in a company incorporated in 
Italy. Birldand Srl holds a majority stake in the capital of the company. As 
Birdland Srl is in liquidation the group does not control or exercise 
significant influence on Bipop Srl and, accordingly the company is not 
consolidated, or equity accounted in the group financial statements. As the 
investment is not held directly by the group, no value is recognised in the 
financial statements. 
 
ForCrowd Srl 
 
ForCrowd Srl is a 20% owned investment in an entity incorporated in Italy. This 
is a new investment which has been acquired during the year and has been 
recognised in the accounts at its fair value. 
 
The value of the investment under equity accounting approximates its cost, as 
the associate has not started significant operations prior to 31 December 2019. 
Under this method the amount recognised is ?132,000 (2019: ?221,090). 
 
This cost has been assessed in relation to the last (and only) equity round of 
the company in October 2019, in which the entire post money valuation of the 
company was ?1,105,450, with Quantum Blockchain Technologies directly holding 
the 20% of such amount. 
 
 
PBV Monitor Srl 
 
PBV Monitor Srl is a 10% owned investment in an entity incorporated in Italy. 
The investment has been recognised in the accounts at its fair value. 
 
The Fair Value of PBV Monitor ?302,000, (2019: ?300,000) has been assessed in 
relation to the last equity round of the company in early 2020, in which the 
entire post money valuation of the company was ?3,020,000, with Quantum 
Blockchain Technologies directly holding the 10% of such amount. 
 
The post money valuation at which the Company invested in 2018 was ?340,000, 
which also represented the Company's valuation of PBV in Pre Covid-19 
conditions. The difference between this original value and the current Fair 
Value is not attributable to a change of fundamentals to the business. 
Similarly, the progress made in 2020 has not highlighted any significant 
divergence from the original business plan. 
 
The difference in the valuation is therefore attributable to lower value 
attributed to the company during the 2020 equity round. The key assumptions 
underpinning the equity round at the start of 2020 remain applicable. 
 
The Fair Value assessment of PBV Monitor, is directly related to the company's 
valuation in future rounds. 
 
Geosim Systems Limited 
 
Geosim Systems Limited is a 4.53% owned investment in an entity incorporated in 
Israel. The investment has been recognised in the accounts through its fair 
value and is held via Brainspark Associates Limited. 
 
The Fair Value of Geosim (?546,212, 2019: ?596,045) has been assessed in 
relation to the last equity round of the company in 2018, in which Quantum 
Blockchain Technologies' 533,990 Geosim shares have been valued at $1.25 each. 
The difference in the valuation between 2020 and 2019, attributable to the 
variance in the EUR/USD exchange rate. 
 
The Fair Value assessment of Geosim is directly related to the company's 
valuation in future rounds and to the EUR/USD exchange rate. 
 
Beni Immobili Srl 
 
Beni Immobili Srl a 15.05% equivalent owned investment in an entity 
incorporated in Italy. The shares in this company are held via Sipiem S.P.A. No 
fair value is recognised for this investment as the entity has minimal net 
 
assets and the valuation would be trivial to the consolidated financial 
statements. Moreover, as the investment is held via Sipiem S.P.A, which is in 
liquidation, the investment should not be recognised as an asset. 
 
TLT S.P.A 
 
TLT S.P.A is a 0.25% owned investment based in Italy. No fair value is 
recognised for this investment as the entity has a large net liability position 
and due to the small shareholding, any potential valuation would be trivial to 
the consolidated financial statements. Moreover, as the investment is held via 
Sipiem S.P.A, which is in liquidation, the investment should not be recognised 
as an asset. 
 
                                                           Group                Company 
 
                                                 2020       2019       2020        2019 
 
                                                           ?'000                  ?'000 
 
At as 1 January                                 1,117        923        521         340 
 
Additions                                           2        221          2         221 
 
Foreign exchange                                 (50)          -          -           - 
 
Impairment of investments                        (89)       (27)       (89)        (40) 
 
Carrying value at 31 December                     980      1,117        434         521 
 
An amount of ?546,212 (2019: ?596,045) included within Group investments held 
for trading is a level 3 investment and represents the fair value of 533,990 
shares in GeoSim Systems Ltd. GeoSim Systems Ltd is an Israeli company seeking 
to establish itself as the world leader in building complete and photorealistic 
3D virtual cities and in delivering them through the Internet for use in local 
searches, real estate and city planning, homeland security, tourism and 
entertainment. Quantum Blockchain Technologies owns 4.53% of GeoSim Systems 
Ltd. 
 
An amount of ?302,000 (2019: ?300,000) included within Company investments held 
for trading is a level 3 investment and represents the fair value of a 10% 
interest in PBV Monitor Srl ("PBV").  PBV is an Italian company specialising in 
the acquisition and dissemination of data for the legal services industry, 
utilising proprietary market intelligence tools and dedicated search 
software.   Quantum Blockchain Technologies acquired 10% of PBV in December 
2018.  As part of the investment agreement, Quantum Blockchain Technologies was 
granted a seat on the board of PBV and was appointed as exclusive advisor to 
PBV regarding the possible sale of PBV from 1 January 2020 for a period of four 
years and will be entitled to a 4% commission fee on the proceeds of any sale. 
 
13A.         Trade and other receivables 
 
                                                  Group               Company 
 
                                              2020     2019         2020         2019 
                                             ?'000    ?'000         ?'000       ?'000 
 
Trade receivables                                  9        5                        - 
                                                                              - 
 
Other receivables                              4,620    6,102                40     45 
 
Amounts owed by related parties                  562      497                    1,448 
                                                                            801 
 
                                               5,191    6,604               841  1,493 
 
Group other receivables includes and amount of ?4,445,000 (2019: ?4,445,000) 
due in relation to the ongoing Sipiem legal claim, which is unsecured, interest 
free and does not have fixed terms of repayment; and an amount of ?132,000 
(2019: ?1,613,000) due in relation to the Fallimento Mediapolis Srl bankruptcy 
procedure. 
 
The Directors consider that the carrying value of trade and other receivables 
approximates to their fair value. 
 
14.         Cash and cash equivalents 
 
                                           Group                Company 
 
                                       2020      2019       2020       2019 
                                      ?'000      ?'000     ?'000      ?'000 
 
Cash at bank and in hand                     -         -          -          - 
 
                                             -         -          -          - 
 
The Directors consider the carrying amounts of cash and cash equivalents 
approximates to their fair value. 
 
15.         Trade and other payables 
 
                                            Group               Company 
 
                                       2020       2019       2020      2019 
                                      ?'000      ?'000      ?'000      ?'000 
 
Trade payables                           124          205        124       205 
 
Other payables                             143        124        141        72 
 
Accruals                                    67         67         62        62 
 
Trade and other payables                   334        396        327       339 
 
The Directors consider that the carrying value of trade and other payables 
approximates to their fair value. 
 
16.         Borrowings 
 
                                                  Group                   Company 
 
                                            2020         2019        2020        2019 
                                                      (restated)              (restated) 
                                            ?'000        ?'000       ?'000       ?'000 
 
Zero rate convertible bond 2015                 5,197       5,142       5,197       5,142 
 
Zero rate convertible bond 2020                 3,015           -       3,015           - 
 
Convertible loan note                               -       3,691           -       3,691 
 
Other borrowings                                    -           -           -           - 
 
                                                8,212       8,833       8,212       8,833 
 
Disclosed as:                                       -       3,691           -       3,691 
Current borrowings 
 
Non-current borrowings                          8,212       5,142       8,212       5,142 
 
                                                8,212       8,833       8,212       8,833 
 
Interest on the bonds is payable annually on 31 March each year. The bonds at 
31 December 2020 include all interest accrued to that date. The unpaid interest 
together with accrued interest to 31 December 2020 is included within current 
liabilities. 
 
On 25 March 2013 the Company issued ?3,000,000 nominal value of zero rate 
convertible bonds at a discount of 22%. The bonds are convertible at 15p per 
share and have a redemption date of 15 December 2015. 
 
During 2014 the Company issued ?1,885,400 zero bonds in settlement of £ 
1,563,000 7% bonds (see above). Also ?600,000 zero bonds were issued in 
settlement of a debt of ?518,000 and ?450,000 bonds were issued for cash 
realising ?412,000 before expenses. 
 
On 15 December 2015 the bondholders meeting approved the amendments on the Zero 
Rate Convertible Bond 2015, originally due on 15 December 2015; Under new terms 
the final maturity date of the Bond is 15 December 2017 and the interest has 
been reduced from 9.5% to 7%. 
 
On 15 December 2016 the bondholders meeting approved the amendments on the Zero 
Rate Convertible Bond 2015, originally due on 15 December 2017; Under new terms 
the final maturity date of the Bond is 15 December 2018 and the interest has 
been reduced from 7% to 1%. 
 
On 19 June 2018, the holders of its ?9.9m Bonds agreed to extend the final 
maturity date of the Bonds from 15 December 2018 to 15 December 2022. The 
Company is now able to convert the Bonds into new ordinary shares of 0.25p 
each. 
 
On 28 December 2018, bonds with a face value of ?2,100,000 plus cumulative 
interest were converted into 50,992,826 new ordinary shares of 0.25 pence at a 
price of 3.76 pence per share. 
 
On 5 October 2020, Eufingest SA agreed to extend the repayment date of all 
loans advanced to the company amounting to ?3,375,000 and £30,000 to 31 October 
2020. 
 
On 9 November 2020 Eufingest SA agreed to convert all outstanding loans and 
accrued interest amounting to ?3,423,707 into Zero rate convertible bond 2020. 
The Zero Coupon Bonds 2020 accrue interest at a rate of 2% per annum. 
Bondholders and convert at any time up to 15 December 2022 at a conversion 
price of £0.01 per share. The Zero rate convertible bond 2020 is accounted for 
as a financial instrument with both debt and equity characteristics. The debt 
element was valued using a market rate assessed by the Directors of 7.99%. 
 
Key Assumptions 
 
The derivative element of the Zero Coupon Bonds 2015 and the Convertible loans 
were valued at each year end using the Black Scholes option pricing model. The 
following assumptions were used at each period end. 
 
Convertible loans 
 
                                      2020               2019 
 
Share price                           N/A                0.3p 
 
Expected life                         N/A                3 years 
 
Volatility                            N/A                60% 
 
Dividend yield                        N/A                0% 
 
Risk free interest                    N/A                0.55% 
rate 
 
Fair value                            N/A                0.0343p 
 
During 2020 the convertible loan were converted Zero Coupon Bonds 2020 
 
Zero Coupon Bonds 2015 
 
                                      2020               2019 
 
Share price                           0.0265p            0.3p 
 
Expected life                         3 years            3 years 
 
Volatility                            70%                60% 
 
Dividend yield                        0%                 0% 
 
Risk free interest                    (0.03)%            0.55% 
rate 
 
Fair value                            0p                 0p 
 
17.         Financial instruments 
 
The Group's financial instruments comprise cash, investments at fair value 
through profit or loss, trade receivables, trade payables that arise from its 
operations and borrowings. The main purpose of these financial instruments is 
to provide finance for the Group's future investments and day to day 
operational needs. 
 
The Group does not enter into any derivative transactions such as interest rate 
swaps or forward foreign exchange contracts, as the Group's exposure to 
movements in foreign exchange rates is not considered significant (see Foreign 
currency risk management). The main risks faced by the Group are limited to 
interest rate risk on surplus cash deposits and liquidity risk associated with 
raising sufficient funding to meet the operational needs of the business. 
 
The Board reviews and agrees policies for managing these risks and they are 
summarised below. 
 
FINANCIAL ASSETS BY CATEGORY 
 
The categories of financial assets included in the statement of financial 
position and the headings in which they are included are as follows: 
 
                                                            2020       2019 
 
                                                           ?'000      ?'000 
 
Financial assets: 
 
Financial assets held at fair value through profit           980   1,117 
and loss 
 
Trade and other receivables                                5,191      6,604 
 
Cash and cash equivalents                                      -          - 
 
                                                           6,171      7,721 
 
FINANCIAL LIABILITIES BY CATEGORY 
 
The categories of financial liabilities included in the statement of financial 
position and the headings in which they are included are as follows: 
 
                                                             2020       2019 
 
                                                                  (restated) 
                                                            ?'000      ?'000 
 
Financial liabilities at amortised cost: 
 
Trade and other payables                                      334        396 
 
Borrowings                                                  8,212      8,883 
 
Derivative                                                      -        121 
 
                                                            8,546      9,400 
 
Financial instruments measured at fair value: 
 
                                                Level 1   Level 2   Level 3 
 
                                                  ?'000     ?'000     ?'000 
 
As at 31 December 2020 
 
Investments at fair value through profit or           -         -       980 
loss 
 
                                                      -         -       980 
 
As at 31 December 2019 
 
Investments at fair value through profit or           -         -     1,117 
loss 
 
Derivatives at fair value through profit or           -     (121)         - 
loss 
 
                                                      -     (121)     1,117 
 
The valuation techniques and significant unobservable inputs used in 
determining the fair value measurement of level 2 and level 3 financial 
instruments, as well as the inter-relationship between key unobservable inputs 
and fair value, are set out in the table below. 
 
Financial          Valuation          Significant        Inter - 
Instruments        technique used     unobservable       relationship 
                                      inputs (Level 3    between key 
                                      only)              unobservable 
                                                         inputs and fair 
                                                         value (level 3 
                                                         only) 
 
Investments        Based on issue of  Assessment of      If loan was 
                   shares in the      recoverability of  considered not to 
                   investments held   loan.              be recoverable 
                   by the Group and                      this would result 
                   directors                             in the reduction 
                   assessment on the                     in the fair value 
                   recoverability of                     of the investment. 
                   loans. 
 
Derivative         Black Scholes      Not applicable     Not applicable 
                   valuation model 
                   was used to 
                   calculate value of 
                   options at the 
                   year end 
 
The Group has adopted fair value measurements using the IFRS 7 fair value 
hierarchy. 
 
Categorisation within the hierarchy has been determined on the basis of the 
lowest level of input that is significant to the fair value measurement of the 
relevant asset as follows: 
 
Level 1: valued using quoted prices in active markets for identical assets; 
 
Level 2: valued by reference to valuation techniques using observable inputs 
other than quoted prices included in Level 1; 
 
Level 3: valued by reference to valuation techniques using inputs that are not 
based on observable markets criteria. 
 
The Level 3 investment refers to an investment in GeoSim Systems Ltd, PBV 
Monitor Srl, and ForCrowd Srl. 
 
Capital risk management 
 
The Group manages its capital to ensure that entities in the Group will be able 
to continue as going concerns while maximising the return to stakeholders 
through optimisation of the debt and equity balance. The capital structure of 
the Group consists of debt attributable to convertible bondholders, borrowings, 
cash and cash equivalents, and equity attributable to equity holders of the 
Group, comprising issued capital, reserves and retained earnings, all as 
disclosed in the Statement of Financial Position. 
 
Significant accounting policies 
 
Details of the significant accounting policies and methods adopted, including 
the criteria for recognition, the basis of measurement and the basis on which 
income and expenses are recognised, in respect of each class of financial 
asset, financial liability and equity instrument disclosed in Note 2 to the 
financial statements. 
 
Financial risk management objectives 
 
The Company is exposed to a variety of financial risks which result from both 
its operating and investing activities. The Group's risk management is 
coordinated by the board of directors and focuses on actively securing the 
Company's short- and medium-term cash flows by raising liquid capital to meet 
current liability obligations. 
 
Market price risk 
 
The Company's exposure to market price risk mainly arises from movements in the 
fair value of its investments held for trading. The Group manages the 
investment price risk within its long-term investment strategy to manage a 
diversified exposure to the market. If the investments were to experience a 
rise or fall of 15% in their fair value, this would result in the Group's net 
asset value and statement of comprehensive income increasing or decreasing by ? 
160,000 (2019: ?167,000). 
 
Liquidity risk management 
 
Ultimate responsibility for liquidity risk management rests with the Board of 
Directors, which monitors the Group's short, medium and long-term funding and 
liquidity management requirements on an appropriate basis. The Group has 
minimal cash balances at the reporting date (refer to Note 2 - Basis of 
preparation and going concern). The Group continues to secure future funding 
and cash resources from disposals as and when required in order to meet its 
cash requirements. This is an on-going process and the directors are confident 
with their cash flow models. 
 
The following are the undiscounted contractual maturities of financial 
liabilities: 
 
                                  Carrying Less than 1     Between 
                                    Amount        year     1 and 5      Total 
                                                             years 
 
                                     ?'000       ?'000       ?'000      ?'000 
 
As at 31 December 2020 
 
Trade and other payables               334         334           -        334 
 
Borrowings                               -           -       8,633      8,633 
 
                                       334         334       8,633      8,967 
 
As at 31 December 2019 
 
Trade and other payables               396         396           -        396 
 
Borrowings (restated)                    -       3,750       5,149      8,899 
 
                                       396       4,146       5,149      9,295 
 
Management believes that based on the information provided in Notes 2 and 3 - 
in the 'Basis of preparation' and 'Going concern', that future cash flows from 
operations will be adequate to support these financial liabilities. 
 
Interest rate risk 
 
The Group and Company manage the interest rate risk associated with the Group 
cash assets by ensuring that interest rates are as favourable as possible, 
whilst managing the access the Group requires to the funds for working capital 
purposes. 
 
The Group's cash and cash equivalents are subject to interest rate exposure due 
to changes in interest rates. Short-term receivables and payables are not 
exposed to interest rate risk. The borrowings are at fixed interest rates. 
 
                                      Group                   Company 
 
                                 2020         2019        2020        2019 
 
                                              ?'000                  ?'000 
 
Fixed rate instruments 
 
Financial assets                     6,171       7,721       1,275      2,014 
 
Financial liabilities                8,212       8,428       8,212      8,428 
 
Change in interest rates will affect the Group's income statement as follows: 
 
                                                          Gain / (loss) 
 
Group                                                    2020        2019 
 
                                                                    ?'000 
 
Euribor +0.5% / -0.5%                                       - / -        -/- 
 
 
The analysis was applied to financial liabilities based on the assumption that 
the amount of liability outstanding as at the reporting date was outstanding 
for the whole year. 
 
Foreign currency risk management 
 
The Group undertakes certain transactions denominated in currencies other than 
Euro, hence exposures to exchange rate fluctuations arise. Amounts due to 
fulfil contractual obligations of £Nil (2019: £Nil) are denominated in 
sterling. An adverse movement in the exchange rate will impact the ultimate 
amount payable, a 10% increase or decrease in the rate would result in a profit 
or loss of £Nil (2019: £Nil). The Group's functional and presentational 
currency is the Euro as it is the currency of its main trading environment, and 
most of the Group's assets and liabilities are denominated in Euro. The parent 
company is located in the sterling area. 
 
Credit risk management 
 
The Group's financial instruments, which are subject to credit risk, are 
considered to be trade and other receivables. There is a risk that the amount 
to be received becomes impaired. The Group's maximum exposure to credit risk is 
?5,191,000 (2019: ?6,604,000) comprising receivables during the period. About 
67% (2018: 59%) of total receivables are due from a single company. The ageing 
profile of trade receivables was: 
 
                                            2020                        2019 
 
                                Total       Allowance for       Total book  Allowance 
                                 book         impairment          value        for 
                                value                                       impairment 
 
Group                           ?'000           ?'000             ?'000       ?'000 
 
Current                           5,191                      -        6,604          - 
 
Overdue more than one year            -                      -            -          - 
 
                                  5,191                      -        6,604          - 
 
Company 
 
Current                             841                      -        1,493          - 
 
Overdue more than one year            -                      -            -          - 
 
                                    841                               1,493          - 
 
18.         Share capital and share premium 
 
ISSUED AND FULLY       Number of    Number of  Ordinary  Deferred     Share    Total 
PAID:                   ordinary     deferred     share     share   premium 
                          shares       shares   capital   capital     ?'000    ?'000 
                                                  ?'000     ?'000 
 
At 1 January 2019    604,152,600  199,409,377     1,760     5,467    47,038   54,265 
 
Issue of shares        4,000,000            -        12         -        23       35 
 
Issue of shares       54,218,847            -       158         -        63      221 
 
At 31 December 2019  662,371,447  199,409,377     1,930     5,467    47,124   54,521 
 
Issue of shares                -            -         -         -         -        - 
 
At 31 December 2020  662,371,447  199,409,377     1,930     5,467    47,124   54,521 
 
All ordinary shares carry equal rights. 
 
The deferred shares have restricted rights such that they have no economic 
value. 
 
Shares issued for the year ended 31 December 2019: 
 
On 29 August 2019, 4,000,000 new ordinary shares of 0.25 pence per share were 
issued to F Gardin, in settlement of part of his 2018 remuneration. 
 
On 3 October 2019, the Company issued 54,218,847 new ordinary shares of 0.25p 
as consideration for the acquisition of 20% interest in ForCrowd Srl, an 
Italian equity crowdfunding platform based in Milan. 
 
19.         Share based payments 
 
The total share-based payment expense recognised in the income statement for 
the year ended 31 December 2020 in respect of the share options granted was ? 
Nil (2019: ?Nil). 
 
The tables below disclose the movements in share options during the year. 
 
Number of                           Lapsed      Number of   Exercise 
options at  Granted     Exercised   in the year options at  Price, pence Expiry 
1 Jan 2020  in the year in the year             31 Dec 2020              date 
 
10,000,000  -           -           10,000,000  -           N/A          N/A 
 
3,000,000   -           -           3,000,000   -           N/A          N/A 
 
13,000,000  -           -           13,000,000  -           N/A          N/A 
 
 
 
Number of                           Cancelled   Number of   Exercise 
options at  Granted     Exercised   in the year options at  Price, pence Expiry 
1 Jan 2019  in the year in the year             31 Dec 2019              date 
 
10,000,000  -           -           -           10,000,000  1.25         31.07.2020 
 
3,000,000   -           -           -           3,000,000   1.25         31.07.2020 
 
13,000,00   -           -           -           13,000,000 
 
The remaining contractual life at 31 December 2020 is nil years (31 December 
2019 - 0.5 years). 
 
The share options have now lapsed and share based reserve has now been 
transferred to retained earnings. 
 
20.         Other reserves 
 
The Group considers its capital to comprise ordinary share capital, share 
premium, retained losses and its convertible bonds. In managing its capital, 
the Group's primary objective is to maintain a sufficient funding base to 
enable the Group to meet its working capital and strategic investment needs. In 
making decisions to adjust its capital structure to achieve these aims, through 
new share issues, the Group considers not only their short-term position but 
also their long-term operational and strategic objectives. 
 
Group                              Merger   Loan note      Share     Total other 
                                  reserve      equity     option        reserves 
                                              reserve    reserve           ?'000 
                                    ?'000       ?'000      ?'000 
 
At 1 January 2019                   8,325          43         51           8,419 
 
Transfer of reserves                    -        (43)          -            (43) 
 
At 31 December 2019                 8,325           -         51           8,376 
 
Transfer of reserves                    -           -       (51)            (51) 
 
Equity portion of                       -         462          -             462 
convertible loan notes 
 
At and 31 December 2020             8,325         462          -           8,787 
 
 
 
Company                                    Loan note      Share      Total other 
                                              equity     option         reserves 
                                             reserve    reserve 
                                               ?'000      ?'000            ?'000 
 
At 1 January 2019 and 31 December 2019             -         51               51 
 
Transfer of reserves                               -       (51)             (51) 
 
Equity portion of convertible loan notes         462          -              462 
 
At 31 December 2020                              462          -              462 
 
Transfers to reserve relate to share based payments on share options that have 
now lapsed. 
 
21.         Ultimate controlling party 
 
The Group considers that there is no ultimate controlling party. 
 
22.         Related party transactions 
 
Transactions between the company and its subsidiaries, which are related 
parties have been eliminated on consolidation, but are disclosed where they 
relate to the parent company. These transactions along with transactions 
between the company and its investment holdings are disclosed in the table 
below, with all amounts being presented in Euros and being owed to the Group: 
 
                                    2020           2019           2020           2019 
 
Related party                      Group          Group        Company        Company 
 
Clear Leisure 2017                     -            -          180,691        951,243 
Limited 
 
Sipiem S.P.A                     386,697        340,017        386,697        340,017 
 
Sosushi Company Srl              118,033        107,402        118,033        107,402 
 
PBV Monitor Srl                        -       5,000                 -          5,000 
 
Geosim Systems Limited            46,068       44,671           46,068         44,671 
 
64-Bit Limited (JV                                  -                -              - 
partner) 
 
                                 550,798        497,091        731,489      1,448,334 
 
On 29 August 2019, 4,000,000 new ordinary shares of 0.25 pence per share were 
issued to F Gardin at a price of 0.75 pence per share, in settlement of part of 
his 2018 remuneration. 
 
During the year, Metals Analysis Limited, a company in which R Eccles is a 
Director, charged Quantum Blockchain Technologies Plc ?33,679 (2019: ?49,833) 
for consultancy fees. The amount owed from Metals Analysis Limited at year end 
is ?3,563 (2019:  ?14,631). 
 
In 2019 the shareholder loan as disclosed in Note 17 'Borrowings' is a loan 
provided by Eufingest which has a 14.28% shareholding also has an outstanding 
loan for ?3,750,000. 
 
Included in trade and other payables is an amount of ?Nil (2019; ?14,427) owed 
to Mr F Gardin, Director. 
 
Remuneration of key management personnel 
 
The remuneration of the directors, who are the key personnel of the group, is 
included in the Directors Report. Under "IAS 24: Related party disclosures", 
all their remuneration is in relation to short-term employee benefits. 
 
23.         Events after the reporting date 
 
The Company, at the beginning of the year, was notified that the Bologna Court 
elected to continue CL17 ?1.03 million legal claim against the previous 
management of Sosushi through an arbitration process, which will provide a 
legally binding decision on the matter that formally started on 18th January 
2021. 
 
In the same period, CL17 (at the conclusion of the mandatory public bidding 
process), was assigned a legal claim against Mediapolis former management and 
internal audit committee, for a consideration of ?50,000 to be deducted from 
the amount still receivable from the Mediapolis Bankruptcy procedure. 
 
On 11 February 2021, the Company raised £680,000 (before expenses) through the 
placing of 113,333,333 new ordinary shares of 0.25p each at a price of 0.60p 
per share. 
 
On 22 February 2021, the Company raised £1,000,000 (before expenses) through 
the placing of 100,000,000 new ordinary shares of 0.25p at a price of 1p per 
share to an individual investor, John Story. Mr Story was also granted 
100,000,000 warrants over the Company's shares which will entitle the warrant 
holder to one new share at a price of 2p per share. The warrants are 
exercisable for a period of 2 years. 
 
On the same date the Company issued 10,526,316 and 11,320,755 Ordinary Shares 
in the Company to Francesco Gardin, respectively at a price of 0.285 pence per 
new Ordinary Share (closing price at 31/12/2019) in settlement of £30,000 being 
his 2019 remuneration payable through the issue of Ordinary Shares, and at a 
price per share of 0.265 pence per new Ordinary Share (closing price at 31/12/ 
2020) in settlement of £30,000 being his 2020 remuneration payable through the 
issue of Ordinary Shares. 
 
24.         Events after the reporting date (continued) 
 
On 14 April 2021, the Company issued a Notice of General Meeting to seek 
approval to: 
 
  * Amend the Company's Investing Policy to be focused on Blockchain, 
    Cryptocurrency, Quantum Computing and AI. 
  * Change the Company's name from Clear Leisure to Quantum Blockchain 
    Technologies plc. 
  * Authorise the granting of options to the CEO and current and future 
    management team of the Company. 
  * Grant authorities to the directors to issue shares in the Company. 
 
At the General Meeting shareholders voted to approve the above and therefore 
the Company changed its name to Quantum Blockchain Technologies plc. 
 
In relation to Sipiem's legal claim, in May, the Court appointed independent 
expert filed his report on the economic merit of the damages suffered by Sipiem 
at an amount of up to ?7.8 million, subject to the Judge ruling that the 
conduct of Sipiem's former board and internal audit committee was unlawful. 
 
In June 2021, the Company announced the launch and progress of the in-house R&D 
programme in respect of advanced proprietary techniques for Bitcoin mining. The 
Company entered into a one-year service agreement with a UK based international 
cryptography expert whose specialism is cryptocurrency mining blockchain 
optimisations. As part of the one-year service agreement, the consultant has 
been awarded share options over 10,000,000 new ordinary shares of 0.25 pence 
each in the Company at an exercise price of 5p each, which can be exercised 
between 15 February 2022 and 15 August 2022. 
 
Also in June 2021, QBT announced that it increased its stake in Forcrowd to 
41.17%, having purchased an additional 21.17% stake in ForCrowd held by 
minority shareholders for a total consideration of ?34,000, 
 
25.         Prior year adjustment 
 
The comparative figures for the year ended 31 December 2019 have been restated 
as set out in the tables below: 
 
Restated Group Income and Statement of Comprehensive Income for the year ended 
31 December 2019 
 
                                                           2019  Restatement         2019 
 
                                               Ref.                              Restated 
                                                          ?'000        ?'000        ?'000 
 
Continuing operations 
 
Revenue                                                      13            -           13 
 
                                                             13            -           13 
 
Administration expenses                                 (1,397)            -      (1,379) 
 
Exceptional items                                             -            -            - 
 
Operating loss                                          (1,384)            -      (1,366) 
 
Finance charges                                   B       (200)          960          760 
 
Loss before tax                                         (1,584)          960        (606) 
 
Tax                                                           -                         - 
 
Loss from continuing operations                         (1,584)          960        (606) 
 
Other comprehensive (loss) 
 
Loss on translation of overseas                   B     (1,584)          960        (606) 
subsidiaries 
 
TOTAL COMPREHENSIVE LOSS FOR THE YEAR                   (1,584)          960        (606) 
 
Earnings per share: 
 
Basic and fully diluted loss per share                 (?0.003)            -     (?0.101) 
(cents) 
 
Restated Group Statement of Financial Position as at 31 December 2019 
 
                                        Ref.       Group  Restatement         Group 
                                                    2019         2019          2019 
                                                                         (restated) 
                                                   ?'000        ?'000         ?'000 
 
Non-current assets 
 
Investments                                        1,117            -         1,117 
 
Total non-current assets                           1,117            -         1,117 
 
Current assets 
 
Trade and other receivables                        6,604            -         6,604 
 
Cash and cash equivalents                              -            -             - 
 
Total current assets                               6,604            -         6,604 
 
Total assets                                       7,721            -         7,721 
 
Current liabilities 
 
Trade and other payables                           (396)            -         (396) 
 
Borrowings                                 C     (3,750)           59       (3,691) 
 
Derivative liability                       D           -        (121)         (121) 
 
Total current liabilities                        (4,146)         (62)       (4,208) 
 
Net current assets/(liabilities)                   2,458         (62)         2,396 
 
Total assets less current                          3,575         (62)         3,513 
liabilities 
 
Non-current liabilities 
 
Borrowings                                 E     (4,678)        (464)       (5,142) 
 
Total non-current liabilities                    (4,678)        (464)       (5,142) 
 
Total liabilities                                (8,824)        (526)       (9,350) 
 
Net assets                                       (1,103)        (526)       (1,629) 
 
Equity 
 
Share capital                                      7,397            -         7,397 
 
Share premium account                             47,124            -        47,124 
 
Other reserves                            21       8,376            -         8,376 
 
Retained losses                                 (64,000)        (526)      (64,526) 
 
Total equity                                     (1,103)        (526)       (1,629) 
 
Restated Company Statement of Financial Position as at 31 December 2019 
 
                                        Ref.     Company   Restatement      Company 
                                                    2019          2019         2019 
                                                                         (restated) 
                                                   ?'000         ?'000        ?'000 
 
Non-current assets 
 
Investments                                          521             -          521 
 
Total non-current assets                             521             -          521 
 
Current assets 
 
Trade and other receivables                        1,493             -        1,493 
 
Cash and cash equivalents                              -             -            - 
 
Total current assets                               1,493             -        1,493 
 
Total assets                                       2,014             -        2,014 
 
Current liabilities 
 
Trade and other payables                           (339)             -        (339) 
 
Borrowings                                 C     (3,750)            59      (3,691) 
 
Derivative liability                       D           -         (121)        (121) 
 
Total current liabilities                        (4,089)          (62)      (4,151) 
 
Net current assets/(liabilities)                 (2,596)          (62)      (2,658) 
 
Total assets less current                        (2,075)          (62)      (2,137) 
liabilities 
 
Non-current liabilities 
 
Borrowings                                 E     (4,678)         (464)      (5,142) 
 
Total non-current liabilities                    (4,678)         (464)      (5,142) 
 
Total liabilities                                (8,767)         (464)      (9,290) 
 
Net (liabilities)/assets                         (6,753)         (526)      (7,279) 
 
Equity 
 
Share capital                                      7,397             -        7,227 
 
Share premium account                             47,124             -       47,124 
 
Other reserves                            21          51             -           51 
 
Retained losses                                 (61,325)         (526)     (61,851) 
 
Total equity                                     (6,753)         (526)      (7,279) 
 
Restated Group Statement of Cash Flows for the year ended 31 December 2019 
 
                                                    Group   Restatement       Group 
                                                     2019          2019        2019 
                                                                         (restated) 
                                                    ?'000         ?'000       ?'000 
 
Cash used in operations 
 
Loss before tax                                   (1,584)           960       (624) 
 
Fair value changes in investments                      27             -          27 
 
Finance charges                                       200         (960)       (760) 
 
Decrease in receivables                               882             -         882 
 
Decrease  in payables                                (78)             -        (78) 
 
Net cash outflow from operating                     (553)             -       (553) 
activities 
 
Cash flows from financing activities 
 
Proceeds from borrowing                               291             -         291 
 
Interest paid                                         (5)             -         (5) 
 
Net cash inflow from financing                        286             -         286 
activities 
 
Net decrease in cash for the year                   (267)             -       (267) 
 
Cash and cash equivalents at beginning                267             -       (267) 
of year 
 
Cash and cash equivalents at end of                     -             -           - 
year 
 
Restated Company Statement of Cash Flows for the year ended 31 December 2019 
 
                                                 Company   Restatement      Company 
                                                    2019          2019         2019 
                                                                         (restated) 
                                                   ?'000         ?'000        ?'000 
 
Cash used in operations 
 
Loss before tax                                    (816)           960          144 
 
Fair value changes in investments                     40             -           40 
 
Finance charges                                      200         (960)        (760) 
 
Increase in receivables                             (95)             -         (95) 
 
Increase in payables                                 118             -          118 
 
Net cash outflow from operating                    (553)             -        (553) 
activities 
 
Cash flows from financing activities 
 
Proceeds from borrowing                              291             -          291 
 
Interest paid                                        (5)             -          (5) 
 
Net cash inflow from financing                       286             -          286 
activities 
 
Net increase in cash for the year                    267             -          267 
 
Cash and cash equivalents at beginning             (267)             -        (267) 
of year 
 
Cash and cash equivalents at end of                    -             -            - 
year 
 
Notes to prior year restatement tables 
 
Group and Company 
 
In previous periods the Group had incorrectly accounted for Zero Coupon Bonds 
2015 and Other convertible loan notes (see note 17).  Both these loans included 
embedded derivatives which were required to be valued at inception with the 
balance being amortised over the life of the loan. The embedded derivative 
portion of the loan was required to be valued at each year end with any change 
in value being included in finance income/costs in the Income statement. 
 
Pre 1 Jan 2019 Adjustments 
 
A.           As the above loans commenced prior to 1 January 2019 the 
correction also effected prior periods resulting in an additional loss of ? 
1,486,000 being recognised in the group and company balances split between an 
increase in the derivative liability of ?1,140,000 and an increase in the 
combined loan balances of ?346,000. 
 
2019 Adjustments 
 
B.           This is the gain in the derivative element of the Zero Coupon Bond 
2015  and other convertible loans of ?1,019,000 less additional interest on the 
above loans of ?59,000. 
 
C.           This represents increase in the above loan balances as a result of 
the accrued interest of ?59,000 
 
D.           This represents the balance on the derivative element of the above 
loans as a result of the movement described in 1 above. 
 
E.            This represents the increase in the Zero Coupon Bond balance as 
the result of adjustments in 2018 and accrued interest in 2019. 
 
-ends- 
 
 
 
END 
 
 

(END) Dow Jones Newswires

June 25, 2021 05:57 ET (09:57 GMT)

1 Year Quantum Blockchain Techn... Chart

1 Year Quantum Blockchain Techn... Chart

1 Month Quantum Blockchain Techn... Chart

1 Month Quantum Blockchain Techn... Chart
ADVFN Advertorial
Your Recent History
LSE
QBT
Quantum Bl..
Register now to watch these stocks streaming on the ADVFN Monitor.

Monitor lets you view up to 110 of your favourite stocks at once and is completely free to use.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:gb D:20210927 19:49:31