SEEEN PLC — Interim / Quarterly Report 2018

Jun 30, 2018

BLOCKCHAIN WORLDWIDE PLC
(FORMERLY STAPLETON CAPITAL PLC)

REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED

30 JUNE 2018

Company Number: 10621059

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

REPORT AND FINANCIAL ACTIVITIES

FOR THE PERIOD ENDED 30 JUNE 2018

	Page
Company information	1
Chairman’s statement	2
Strategic report	3
Directors’ report	4-7
Independent auditors’ report	8-9
Statement of comprehensive income	10
Statement of financial position	11
Statement of changes in equity	12
Statement of cash flows	13
Notes to the financial statements	14-20

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

COMPANY INFORMATION

FOR THE PERIOD ENDED 30 JUNE 2018

| Directors | R Sargent (appointed 15 February 2017)
J Hale (appointed 30 May 2017) |
| --- | --- |
| Secretary | R Sargent (appointed 15 February 2017) |
| Registered Office | 4^{th} floor
43-44 Albemarle Street
London
England
W1S 4JJ |
| Company number | 10621059 |
| Auditors | haysmacintyre
10 Queen Street Place
London
EC4R 1AG |

1

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

CHAIRMAN'S STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2018

INTRODUCTION

I am pleased to present the financial results for the period ended 30 June 2018. Blockchain Worldwide Plc incorporated on 15 February 2017 and floated on the London Stock Exchange on 29 September 2017. The Company was created to undertake an acquisition within the telecoms sector, but on 22 January 2018, the strategy was changed to seek investment opportunities within the blockchain technology industry. To reflect this change, the Company changed its name from Stapleton Capital Plc to Blockchain Worldwide Plc.

Blockchain is a digital networked database system of ledgers that can record almost any type of data or transaction. The system is continually reconciled and, as information is stored in multiple locations, it is public and easily verifiable. Currently blockchain's mainstream use is as the basis for digital currency, however it has applications across multiple other industries such as data, banking, gaming and communications. It is within these industries and applications, among others, where the Directors believe the technology has the potential to cause major disruption and that they will focus the Company's resources.

BUSINESS REVIEW

During this period, Blockchain Worldwide Plc recorded a loss of £82,251 and the loss per share was 0.38p. This reflects the costs of the formation of the Company and its admission to the London Stock Exchange. The Company held cash reserves at the period end of over £1.4m with no debt financing.

FUTURE DEVELOPMENTS

The sector continues to grow rapidly as evidenced by the attraction of large amounts of capital investment, the formation of new sub-sectors and the development of innovative applications for blockchain around the world

Since January, the board has examined a number of investment opportunities within the sector and remain confident we will identify and complete an acquisition to generate significant shareholder value in the near future. I look forward to being able to give shareholders further updates as soon as I can.

Jon Hale
Chairman

21 September 2018

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

STRATEGIC REPORT

FOR THE PERIOD ENDED 30 JUNE 2018

The Directors present the Strategic Report for the period ended 30 June 2018.

Blockchain Worldwide Plc incorporated on 15 February 2017. On 19 January 2018, the Company changed its name from Stapleton Capital Plc to Blockchain Worldwide Plc.

RESULTS

The Company made a loss for the period of £82,251.

REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS

Information on the Company’s activities is contained in the Chairman’s Statement on page 2.

KEY PERFORMANCE INDICATORS

The Board seeks to maximise share value by investing in businesses with high growth potential. When an investment has been identified, the Board will assess it against a number of KPIs to assess its suitability.

PRINCIPAL RISKS AND UNCERTAINTIES AND RISK MANAGEMENT

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising returns to the shareholders. It is the current strategy of the Group to finance its activities from existing equity and reserves and by the issue of new equity whenever required.

Financial risk management

The directors consider the Company to be exposed to the following financial risks:

a. Price risk: the price paid for securities is subject to market movement that will have an impact on the operations of the Company.

b. Cash flow interest rate risk: the company has significant cash balances which exposes it to movements in the market interest rates.

c. Liquidity risk: the Company manages its cash requirements in order to maximise interest income.

Given the relatively small sized and operation of the Company in the period, the directors have not delegated the responsibility of risk monitoring to a sub-committee of the board, but will closely monitor the risks on a regular basis. The directors consider their exposure in the financial period to have been low.

Rodger Sargent
CEO
21 September 2018

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

DIRECTORS' REPORT

FOR THE PERIOD ENDED 30 JUNE 2018

The Directors present their report together with the financial statements for the period ended 30 June 2018.

PRINCIPAL ACTIVITY

Blockchain Worldwide plc is seeking to undertake an acquisition within the blockchain technology industry.

RESULTS AND DIVIDENDS

The loss before and after taxation for the year was £82,251. The directors do not recommend payment of a dividend.

DIRECTORS

The Directors who served the Company during the year and to the date of these financial statements were:

R Sargent (appointed 15 February 2017)

J Hale (appointed 30 May 2017)

J Channo (appointed 15 February 2017; resigned 30 May 2017)

The Directors of the Company held the following interests in the shares of Blockchain Worldwide Plc at 30 June 2018:

Directly and indirectly held by the directors:

R Sargent	775,000	2.1%
J Hale	1,550,000	4.2%

DIRECTORS' REMUNERATION

This report is submitted in accordance with Schedule 8 of the Large and Medium sized Companies (Accounts and Reports) (Amendment) Regulations 2013 in respect of the period ended 30 June 2018. The reporting requirements entail two sections to be included, a Policy Report and an Annual Remuneration Report which are presented below.

The Company's auditor, haysmacintyre, is required to give its opinion on certain information included in this report, this comprises the Directors' Remuneration and the information on directors' shareholdings which is detailed above and also forms part of this directors' remuneration report. Their report on these and other matters is set out on pages 7 and 8.

The Company's Directors as a whole considers Directors' remuneration and has not sought advice or services from any person in respect of its consideration of Directors' remuneration during the period although the Directors expect from time to time to review the fees against those paid to boards of directors of comparable organisations and appointments.

The Directors received no remuneration. This will continue until the first investment is made, and will then be reconsidered.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

DIRECTORS' REPORT (continued)

FOR THE PERIOD ENDED 30 JUNE 2018

SUBSTANTIAL SHAREHOLDING

On 30 June 2018, the following interests in 3% or more of the issued share capital appear in the register:

Interactive Investor Services Nominees	5,600,872	15.3%
Hargreaves Lansdown (Nominees)	4,204,038	11.5%
HSBC Global Custody Nominee (UK)	3,400,000	9.3%
Rock (Nominees)	3,111,000	8.5%
Lynchwood Nominees	1,800,000	4.9%
CGWL Nominees	1,680,000	4.6%
Jon Hale	1,608,098	4.4%
JIM Nominees	1,550,000	4.2%

On 21 September 2018, the following interests in 3% or more of the issued share capital appear in the register:

Interactive Investor Services Nominees	5,033,804	13.8%
Hargreaves Lansdown (Nominees)	4,839,344	13.3%
HSBC Global Custody Nominee (UK)	4,425,000	12.1%
Barnards Nominees Ltd	3,538,500	9.7%
Rock (Nominees)	3,471,000	9.5%
JIM Nominees	1,920,277	5.3%
Lynchwood Nominees	1,800,000	4.9%
CGWL Nominees	1,680,000	4.6%
Jon Hale	1,550,000	4.2%

CORPORATE GOVERNANCE

As a company listed on the Standard Segment of the Official List of the UK Listing Authority, the Company is not required to comply with the provisions of the UK Corporate Governance Code. Although the Company does not comply with the UK Corporate Governance Code, the Company intends to have regard for the provision of the QCA Corporate Governance Code insofar as is appropriate, save as set out below:

Until an acquisition is made the Company will not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company), take responsibility for the initial appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements, the Board's performance and take responsibility for any formal announcements on the Company's financial performance. Following an acquisition the Board intends to put in place nomination, remuneration and audit and risk committees. The Board has adopted the Model Code for Directors' dealings contained in the Listing Rules of the UK Listing Authority. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors.

The Directors are responsible for internal control in the Company and for reviewing its effectiveness. Due to the size of the Company, all key decisions are made by the Board in full. The Directors have reviewed the effectiveness of the Company's systems during the period under review and consider that there have been no material losses, contingencies or uncertainties due to the weakness in the controls. The Board do not consider the internal audit function to be necessary due to the Company being a special purpose acquisition company.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

DIRECTORS' REPORT (continued)

FOR THE PERIOD ENDED 30 JUNE 2018

GOING CONCERN

The directors have assessed the Company's position as at 30 June 2018 and consider it appropriate to prepare the financial statements on a going concern basis. There are cash reserves of £1.4m which the directors consider sufficient to ensure that the Company will be able to continue to meet its commitments as they fall due for at least twelve months from the date of approval of the financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Company financial statements for each financial year. Under that law the directors are required to prepare the Company financial statements in accordance with IFRS's as adopted by the EU.

The financial statements are required by law to give a true and fair view of the state of affairs of the Company and of the profit and loss of the Company for that period.

In preparing the Company financial statements the directors are required to:

• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with IFRS's as adopted by the EU subject to any material departures disclosed and explained in the Company financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the directors are also responsible for preparing a Directors' Report to comply with that law and those regulations. In determining how amounts are presented within terms in the income statement and statement of financial position the directors have had regard to the substance of the reported transaction or arrangement in accordance with generally accepted accounting principles or practice.

In the case of each person who was a director at the time this report was approved:

• so far as that director is aware there is no relevant audit information of which the Company's auditor is unaware: and
• that director has taken all steps that the director ought to have taken as a director to make himself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

DIRECTORS' REPORT (continued)

FOR THE PERIOD ENDED 30 JUNE 2018

DISCLOSURE OF INFORMATION TO THE AUDITORS

So far as the directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and they have taken all steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

AUDITORS

A resolution to re-appoint haysmacintyre as auditors will be presented to the members at the Annual General Meeting in accordance with Section 485(2) of the Companies Act 2006.

Rodger Sargent
On behalf of the Board

21 September 2018

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INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF BLOCKCHAIN WORLDWIDE PLC

Opinion

We have audited the financial statements of Blockchain Worldwide Plc (the 'company') for the period ended 30 June 2018 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion, the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 June 2018 and of the company's loss for the period then ended;
• have been properly prepared in accordance with IFRSs as adopted by the European Union; and
• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

• the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
• the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The apportionment of transaction costs in accordance with IAS 32 between share premium and expenditure was identified as a key audit matter. The audit team reviewed the cost apportionment made by the directors against the expenditure listing and challenged the apportionment.

Our application of materiality

For the purpose of this audit, a materiality level of $2\%$ of gross assets was utilised being £28,000. Performance materiality was set at $75\%$ of materiality. Any misstatements identified above $5\%$ of materiality and not adjusted were reported to the Directors as unadjusted misstatements.

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INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF BLOCKCHAIN WORLDWIDE PLC

An overview of the scope of our audit

The scope of the audit has been tailored to the company, work covering, total expenditure, total assets, liabilities and equities.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements;
• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements; and
• the Directors' Remuneration report has been properly prepared in accordance with the Companies Act 2006.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• the financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors' remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Ian Cliffe
Senior Statutory Auditor
for and on behalf of haysmacintyre
Statutory Auditors

10 Queen Street Place
London
EC4R 1AG

Date: 21 September 2018

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2018

	Note	2018 £
CONTINUING OPERATIONS
Turnover		-
Administrative expenses		(84,671)
OPERATING LOSS	4	(84,671)
Interest income		2,420
LOSS FOR THE PERIOD BEFORE TAXATION		(82,251)
Taxation	7	-
TOTAL COMPREHENSIVE INCOME		(82,251)
BASIC AND DILUTED LOSS PER SHARE (PENCE)		0.38

There was no other comprehensive income in 2018.

The notes on pages 14 to 20 form part of these financial statements.

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BLOCKCHAIN WORLDWIDE PLC
(FORMERLY STAPLETON CAPITAL PLC)
Company number: 10621059

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2018

| | Note | 2018
£ |
| --- | --- | --- |
| CURRENT ASSETS | | |
| Cash and cash equivalents | 8 | 1,412,288 |
| TOTAL ASSETS | | 1,412,288 |
| CURRENT LIABILITIES | | |
| Trade and other payables | 9 | (40,409) |
| NET ASSETS | | 1,371,879 |
| EQUITY | | |
| Share capital | 10 | 365,000 |
| Share premium account | 10 | 1,089,130 |
| Retained losses | | (82,251) |
| TOTAL EQUITY | | 1,371,879 |

These financial statements were approved by the Board of Directors on 21 September 2018 and were signed on its behalf by:

Rodger Sargent (CEO)

The notes on pages 14 to 20 form part of these financial statements.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2018

	Share Capital £	Share Premium £	Retained Losses £	Total Equity £
On incorporation	-	-	-	-
Loss for the period and total comprehensive loss	-	-	(82,251)	(82,251)
Shares issues	365,000	-	-	365,000
Share premium (net of expenses)	-	1,089,130	-	1,089,130
Balance at 30 June 2018	365,000	1,089,130	(82,251)	1,371,879

Share premium is stated net of issue costs of £170,870.

The notes on pages 14 to 20 form part of these financial statements.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 30 JUNE 2018

	Note	2018 £
CASH FLOWS FROM OPERATING ACTIVITIES
Loss after taxation
Adjustments for:		(82,251)
Interest income		(2,420)
Increase in trade and other payables		40,409
NET CASH OUTFLOW FROM OPERATING ACTIVITIES		(44,262)
Interest income		2,420
Issue of shares (net of costs)		1,454,130
NET CASH INFLOW FROM FINANCING ACTIVITIES		1,456,550
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,412,288
Cash and cash equivalents brought forward		-
CASH AND CASH EQUIVALENTS CARRIED FORWARD	8	1,412,288

The cashflows during the year have had no impact on the movements in net debt; at the 30 June 2018 the company had no debt finance.

The notes on pages 14 to 20 form part of these financial statements.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

1. GENERAL INFORMATION

Blockchain Worldwide Plc is a public limited company registered and incorporated in the England and Wales. The Company’s principal activities are described in the Directors’ Report. The Company’s registered office and principal place of business is 4th floor, 43-44 Albemarle Street, London, England, W1S 4JJ. The Company’s registered number is 10621059.

1. ACCOUNTING POLICIES

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The financial statements have been prepared using the measurement bases specified by IFRS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies below.

The financial statements are presented in pounds sterling (£) which is the functional currency of the company.

An overview of standards, amendments and interpretations to IFRSs issued but not yet effective, and which have not been adopted early by the Company are presented below under ‘Statement of Compliance’.

Statement of compliance

The financial statements comply with IFRS as adopted by the European Union. At the date of authorisation of these financial statements the following Standards and Interpretations affecting the Company, which have not been applied in these financial statements, were in issue, but not yet effective. The company does not plan to adopt these standards early.

• Amendments to IFRS 2 Share Based Payment (effective for accounting periods beginning on or after 1 January 2018)
• Amendments to IFRS 12 Disclosure of Interests in Other Entities (effective for accounting periods beginning on or after 1 January 2017)
• IFRS 15 Clarification of Revenue from Contracts with Customers (effective for accounting periods beginning on or after 1 January 2018)
• IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)
• Amendments to IAS 7 Statement of Cash Flows (effective for accounting periods beginning on or after 1 January 2017)
• Amendments to IAS 12 Income Taxes (effective for accounting periods beginning on or after 1 January 2017)

The implementation of these standards is not expected to have any material effect on the company’s financial statements. The company has assessed the impact of implementing the above standards on the financial statements, there is no impact in the current period.

Going Concern

The directors have assessed the Company’s position as at 30 June 2018 and at the signing date and consider it appropriate to prepare the financial statements on a going concern basis. There are cash reserves of £1.4m which the directors consider sufficient to ensure that the Company will be able to continue to meet its commitments as they fall due for at least twelve months from the date of approval of the financial statements.

Segment reporting

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.

The directors are of the opinion that the Company is not currently engaged in any more than a single sector as it has not yet traded and has incurred only set up fees and the costs of running a business for the period. Accordingly, no segmental analysis is considered necessary. The Company is based in the United Kingdom.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

2. ACCOUNTING POLICIES (continued)

Expenses

All expenses are accounted for on an accruals basis and are presented through the Statement of Comprehensive Income.

Taxation

Current taxation is the taxation currently payable on taxable profit for the year.

Trade and other receivables

Trade and other receivables are recognised and carried at original invoice value less an allowance for any uncollectible amounts. An estimate for doubtful debts is made when collection of the full amount is no longer probable. Bad debts are written off when identified.

Cash and Cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade payables

Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.

Financial instruments

The Company’s financial assets comprise cash and cash equivalents.

The Company’s financial liabilities comprise trade payables. Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Company becomes a party to the contractual provisions of the instruments.

Equity

Equity comprises the following:

• “Share capital” represents the nominal value of equity shares.
• “Share premium” represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue.
• “Retained losses” represents cumulative net gains and losses recognised in the Statement of Comprehensive Income

Critical Accounting Estimates and Judgements

The preparation of financial statement in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting year. These estimates and assumptions are based upon management’s knowledge and experience of the amounts, events or actions. Actual results may differ from such estimates.

The Directors’ consider the only area subject to estimation and judgement to be transaction costs. The Directors have apportioned certain costs in accordance with IAS 32 to the share premium account as relating to the issue of shares. This area is reviewed on an annual basis by the Directors to ensure that to the best of their knowledge the appropriate costs have been apportioned between share premium and the income statement.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

3. SEGMENTAL INFORMATION

The Company is organised around one business class and the results are reported to the Chief Operating Decision Maker according to this class. There is one continuing class of business, being the investment in the blockchain technology industry.

Given that there is only one continuing class of business, operating within the UK, no further segmental information has been provided.

4. EXPENSES BY NATURE

2018	£
Legal and professional	23,939
Bank charges	443
Administrative expenses	60,289
	84,671

5. STAFF COSTS

Staff costs for all employees, including directors, were £nil and therefore remuneration of key management personnel was £nil. The average monthly number of employees during the year, including directors, was 2.

6. AUDITOR'S REMUNERATION

2018	£
During the year the Company obtained the following services from the Company’s auditor:
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts	13,200
Fees payable to the Company’s auditors for other services:
Other services pursuant to legislation	12,600
	25,800

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

7. TAXATION

Due to tax losses sustained there was no corporation tax payable by the company in the period. The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom. The difference is reconciled as follows:-

| | 2018
£ |
| --- | --- |
| Loss on ordinary activities before tax | (82,251) |
| Loss on ordinary activities at the effective rate of corporation tax applicable to the Company of 19% | 15,628 |
| Expenses not deductible | - |
| Losses not utilized | (15,628) |
| Total tax charge | - |

No deferred tax asset has been recognised as the Directors cannot be certain that future profits will be sufficient for this asset to be realised.

8. CASH AND CASH EQUIVALENTS

| | 2018
£ |
| --- | --- |
| Cash at bank | 1,412,288 |

The Directors consider that the carrying amount of cash and cash equivalent represents their fair value.

9. TRADE AND OTHER PAYABLES

| | 2018
£ |
| --- | --- |
| Trade payables | 11,967 |
| Accruals | 28,442 |
| | 40,409 |

The fair value of trade and other payables is considered by the Directors not to be materially different to carrying amounts.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

10. ISSUED SHARE CAPITAL	Number of Shares No.	Nominal Value £	Share premium £
Issued and fully paid At 30 June 2018:
Ordinary shares of 1p each
Issued on incorporation	1	0.01	-
Issued on 16 June 2017	4,999,999	49,999.99	-
Issued on 21 September 2017	31,500,000	315,000.00	1,089,130
	36,500,000	365,000	1,089,130

Share premium is stated net of issue costs of £170,870. Included within these costs is a share based payment expense recognised against share premium for the period end 30 June 2018 was £75,000.

Fully paid ordinary shares, which have a par value of 1p, carry one vote per share and rank equally in respect of dividends.

Reserve

Description and Purpose

Share premium

Amount subscribed for share capital in excess of nominal value.

Retained Losses

Cumulative net gains and losses recognised in the income statement.

Capital management

The Company manages its capital to ensure that it will be able to continue as a going concern while maximising returns to shareholders. It is the current strategy of the Company to finance its activities from existing equity and reserves and by the issue of new equity as required.

The Board's policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence and to sustain future development of the business. The Board manages the Company's affairs to achieve shareholders returns through capital growth and income.

The Company is not subject to externally imposed capital requirements.

11. LOSS PER SHARE

The calculation of loss per ordinary share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period.

	Loss £	Weighted Average number of shares	Per shares amount pence
Basic and diluted earnings per share 2017	(82,251)	21,516,000	(0.38)

There is no difference between the basic and diluted loss per share.

18

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

12. NET ASSET VALUATION

The net asset valuation per share is calculated by dividing the net assets attributable to the equity holders of the Company at the end of the reporting period by the number of shares in issue.

	2018
	£
Net assets	1,371,897
Number of ordinary shares in issue	36,500,000
Net asset valuation per share	3.8p

13. FINANCIAL INSTRUMENTS

The Company’s activities expose it to a variety of financial risks: market risk, credit risk, liquidity risk, cash flow interest rate risk and equity price risk.

Risk management is carried out by the Board of Directors.

(a) Capital management

The Company’s objectives when managing capital are:

• to safeguard the Company’s ability to continue as a going concern, so that it continues to provide returns and benefits for shareholders;
• to support the Company’s growth; and
• to provide capital for the purpose of strengthening the Company’s risk management capability.

The Company actively and regularly reviews and manages its capital structure to ensure an optimal capital structure and equity holder returns, taking into consideration the future capital requirements of the Company and capital efficiency, prevailing and projected profitability, projected operating cash flows, projected capital expenditures and projected strategic investment opportunities. Management regards total equity as capital and reserves, for capital management purposes.

(b) Credit risk

The main credit risk relates to liquid funds held at banks. The credit risk in respect of these bank balances is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

(c) Liquidity risk

The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs.

An analysis of trade and other payables is given in note 10. These payables are payable within a year.

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BLOCKCHAIN WORLDWIDE PLC (FORMERLY STAPLETON CAPITAL PLC)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2018

13. FINANCIAL INSTRUMENTS (Continued)

CATEGORIES OF FINANCIAL INSTRUMENTS

The IAS 39 categories of financial asset included in the statement of financial position and the headings in which they are included are as follows:

	2018
	£
Financial assets:
Cash and bank balances	1,412,288
Financial liabilities at amortised cost:
Trade and other payables	40,409

14. ULTIMATE CONTROLLING PARTY

The directors do not consider there to be one ultimate controlling party.