Member Info for RKBeekeeper

Reply to Rockford

The reason why I believe the Options will be renewed is an educated guess.

Caveat: I have no Insider Information. What I do have is an understanding of how FG plays chess.

My daughter is a lawyer and specialises in Contract Law so like FG I have access to legal brains. I have also had sight of contracts of specialists when I worked for a large Scottish based Bank.

Our Consultant will have had an NDA. Do you think they are going to work for a year and then just walk away?

Patience will be rewarded.

RKB

Warrants + Options to Staff & BoD

Warrants:

In April 2021 shareholders were advised that there was to be a General Meeting in May 2021 and two of those Resolutions are key to how I believe exceptional value will be attained for shareholders.

One of the Resolutions was to change our Company name to Quantum Blockchain Technologies PLC.

The other Resolution was to grant FG Options over 200 million shares. 100 million @ 5p and 100 million @ 10p.

200 million Options, that is about 20% of our current shares in issue. That is a lot of Options, why?

When FG & RE took over in 2015 we had 13 million Options which were about 4.55% of our shares in issue.

At the end of 2020 we still only had 13 million Options which were then about 1.96% of our shares in issue.

So why was FG granted Options over 20% of our current shares at the time they were granted. DEBATE.

The Late RE was granted Options for 5 million shares @ 10p. These Options are now cancelled. What you need to watch out for is when the new NED(s) is / are appointed, and how many Options they are granted.

Options to Staff:

Options to staff: During 2021 there were also Options granted to staff & consultants.

Consultant: Options for 10 million shares @ 5p technically expire 15th August 2022 (Note they will be extended, and key for us is when they are extended to)

Employee 1: Options for 5 million shares @ 5p expire 6th May 2025. They were also given further Options for 5 million shares @ 10p expire 6th May 2025.

Employee 2: Options for 5 million shares @ 5p expire 6th May 2026. They were also given further Options for 5 million shares @ 10p expire 6th May 2026.

Employee 3: Options for 2.5 million shares @ 5p expire 6th May 2024.

If all the above Options were to be exercised QBT would receive £17.625 million. Our current Market Capt. @ 1.7p is £17 million. Think about these Options and DEBATE.

RKB

Authority to issue shares

Most Companies seek annual authority at the AGM to issue shares if the circumstances dictate that they need to raise funds. There is also normally a special resolution to dis-apply ordinary shareholders to partake in share issues. 99.9% of Companies only have these resolutions for one year and they expire at the next AGM, where they are normally up for renewal.

In 2017 I had sufficient proxy votes from friends to block any Special Resolutions. An RNS was issued on the 18th of July 2017 “Response to Market Rumours”

‘The directors are also aware of attempts by certain shareholders to block, at the forthcoming AGM, the special resolution to allow the Company to issue a set number of shares during the year to support possible future funding requirements.’

FG like any good chess player would not be caught-out by PI’s attempting to block future issues of shares so each year at the AGM in 2018 through to 2020 the time frame was changed from 1 year to 3 years and in 2021 to 4 years and this year unlimited time frame.

Normally we had the authority to issue up to 200 million shares each year but in the years below it was:

2019 200 million shares 3 years
2020 200 million shares 3 years
2021 1.13 billion till 2022 AGM
2022 600 million of which 100 million for Conversion of Bonds no official end date and 500 million shares till AGM 2026

I would point out that the authority to issue the 600 million shares were ordinary resolutions.

If you are following “this game of chess” it may help you if you have oversight of the board. You may have to revisit some of my “Topics to Discuss” and think about why I have included the table below and why I have included the 3% figure. Note the millions are rounded, the correct values are in the Annual Reports.

Shares in Issue

2015 210 million 3% = 6.3 million
2016 286 million 3% = 8.58 million
2017 310 million 3% = 9.3 million
2018 604 million 3% = 18.12 million
2019 662 million 3% = 19.86 million
2020 662 million 3% = 19.86 million
2021 945 million 3% = 28.35 million
2022 998 million 3% = 29.94 million

RKB

I would agree with you Steve, he does appear to make his money (or some of it) by shorting.

J S turned over 200 million shares; did they all go to PI’s? Did they go to Institutional Investors?

Before J S was given his 200 million shares there were 113 million shares placed 11 days previously. Think about that.

RKB

Could it be that by bringing on Mr J S our share price began to move up substantially from historic lows?

With him utilizing Spreadex Ltd did this facilitate shares to pass to “linked parties”?

If so, do these ‘linked parties’ still hold these shares?

Have they “link parties” parked their shares in Nominee Accounts?

Are they under 3%?

Is there a flaw in the system where the onus is on the Shareholder to notify the Company and should the FCA change the disclosure rules to put the emphasis (via a TR1) on the Company / Share registrars to have on our list of major shareholders the actual major shareholder?

I would have preferred if even the Trolls had debated then we maybe would have more transparent information on who really own QBT shares.

See future Posts, maybe a debate will begin.

RKB

J S Major Shareholder

For this post I will refer to the person by their initials, J S.

The reason I must use his initials is because they may request this post to be removed because technically, we are not “permitted” on our B.B. to say his name.

J S first appeared as a major shareholder in February 2021 when he invested £1 million for 100 million shares at 1p and was also given 100 million warrants exercisable at 2p for two years. His 100 million shares were at the time 11.14%

There was a placing at 0.6p eleven days before J S invested his £1 million and this placing, we issued 113,333,333 shares.

Did anyone check the AIM Rule 26 list of major shareholders and see what Nominee Companies had changes to them? Why not? Is there a pattern appearing? This is significant and you may want to keep a note of this.

Then we have Spreadex Ltd appearing on 4/03/21 (informed Company 7 days later!) with 3.95%

Spreadex Ltd increase to 4.62% on 24/03/21 (informed Company 15 days later!)

Spreadex Ltd decrease to less than 3% on 21/04/21 (informed Company 7 days later!)

J S informs the Company that he no longer has a notifiable shareholding. Note he could have 2.99% or 0% or anything in-between.

J S exercises his warrants in October 2021, December 2021, January 2022 and March 2022. So, within 13 months J S has exercised all his warrants, did anyone see any changes to the AIM Rule 26 list of major shareholders?

Our last update to AIM Rule 26 was on 24th June 2022 and J S is not on the list. Is this correct?

RKB

Today’s Topics

I will post a batch of topics throughout the day.

J S Major Shareholder
Warrants + Options to Staff & BoD
Authority to issue shares
FG’s sale & repurchase agreement (the “REPO”)

If the trolls are kept in their place, then note the last sentence of the fourth topic. If the trolls are really wanting to buy back, then they may review their tactics and DEBATE.

RKB

Remuneration

Before a troll went on holiday, they posted about the remuneration of our BoD. What they failed to include in their posting was that FG’s contract states:

“According to the terms of engagement of Mr Gardin, he will receive an annual salary of £60,000, half of which will be in shares. In addition, Mr Gardin will receive a bonus equal to 10% of the realised value of any assets disposed after his appointment.”

As Clear Leisure progressed with recovery of assets and the Fortune Cookie settlement, FG was entitled to his 10%.

I am not going to split out each asset recovered, the detractors can do their own research. If FG had not recovered assets, there would be no Quantum Blockchain Technologies.

RKB

Investments in various subsidiaries 3

Geosim

Geosim is an Israeli Company, and we now only own 4.53%.

From 2006 Accounts “Following the part disposal of shares in Advanced Computer Systems SpA, (“ACS”) in 2006 the US$1,000,000 consideration was satisfied by transferring a secured commercial debt in Geosim from Exprivia to Brainspark. The debt has been personally guaranteed by F. Gardin, Chairman of Brainspark and non-executive Chairman, up until 31 March 2008, of Exprivia. The £510,000 (US$1,000,000) which is shown in trade and other receivables falling due after one year, is repayable in quarterly amounts equivalent to 5% of Geosim's revenues between 1 January 2006 and 31 December 2009 and carries no interest. Any shortfall in revenues to Brainspark over this period will be met by F. Gardin. Mr. Gardin has provided a personal guarantee to the Group which is secured on a freehold property owned by Mr. F. Gardin’s family real estate company.”

From 2008 accounts “The Board considered it necessary to write down the Geosim investment to zero because the Board of Geosim has accepted a $1 million loan convertible into 50% of the enlarged issued capital, which would result in Brainspark’s interest being reduced from 42.71% to 13.4%. More recently Brainspark has received an approach for its shares in Geosim.

I am not going to post what I know (from our Accounts, its up to you to check) but if you know the whole history of the ownership of Geosim then you should be able to work out how many shares they had (and could still have) but you need to know where shares are “parked”.

RKB

PS Did you notice the bit about “carries no interest”? Keep a note of this as it is part of a jigsaw.

Investments in various subsidiaries 2

PBV Monitor

PBV Monitor is an Italian legal company “specialising in the acquisition and dissemination of data for the legal services industry, utilising proprietary market intelligence tools and dedicated search software.”

In December 2018 CLP invested about £280,000 for 10% of PBV Monitor and were issued with about 35 million shares. It is important to note the exact number of shares PBV Monitor received was 35,365,389.

On our share-register a nominee company appeared called Vidacos Nominee Ltd in 2018. This is a nominee company of Citybank. You need to know who uses their “facilities” We don’t often have TR1 notifications for our shares even though there are “substantial changes”

Let us assume that it is one person or one entity that holds their shares in Vidacos Nominee Ltd. They first appear on in the Annual Report 2011 with 4,047,042 shares 8.83%. Note FG is no longer a Director of “Brainspark”

Keep a note of what Nominee Companies hold shares, when they “disclose them” and “who really runs the company.” More on this later as long as the trolls “debate” if they troll then they will be at a disadvantage.

RKB

Investments in various subsidiaries 1

We have three main investments in subsidiaries (which are not in liquidation)

ForCrowd: 41.17% Shareholding
PBV Monitor: 10% Shareholding
Geosim: 4.53% Shareholding

ForCrowd is a crowdfunding company that we paid for in about 54 million shares in October 2019. There were various clauses in the agreement for ForCrowd to “un-load” their shares and if they incurred a loss then they would be reimbursed for 90% of that loss paid in shares.

ForCrowd received their shares at the time at about 0.34p and when they began selling, they depressed our CLP share price and for a long time we were held below 0.34p and down as low as 0.18p I think. As our nominal value is 0.25p I was vocal on our B.B. and with FG privately as I believed there was a concerted effort to transfer shares to ForCrowd to our disadvantage.

We were informed in February 2021 that ForCrowd had sold their remaining 40 million shares (I know they were sold for below nominal value of 0.25p) but it would be illegal to issue replacement shares (90% of their loss from 0.34p original cost) so ForCrowd were given €20,000 cash.

My personal view: There was a reason to maintain a low share price and about 2 weeks later there was a placing for £680,000 @ 0.60p then a week later another placing for £1 million @ 1p along with some warrants (more on this in a later topic)

RKB

PS FG was at one point the President of ForCrowd it is up to you to do your own research with this investment.

FG and Russian Art

Last month a poster made some unpleasant comments about FG’s daughter.

If only you knew the background to this Company.

Sometimes it is good business sense to structure your personal finances in the most appropriate tax efficient way, especially if you have the resources to do charitable work.

If you were to investigate one of our previous CEO’s Alfredo Villa, you would see he has many directorships and one of his charities is something like “Homes for Hope” and he “gifted” CLP shares to this “Charity”.

RKB

How FG deals with legal claims

FG is a master litigator when it comes to legal claims. He does not pursue a legal case for redress where he believes that Assets have been misappropriated unless he has sound legal advice on the merit of the case.

There was the Fortune Cookie case that was settled in late 2018 which took less than a year and before expenses FG recovered £1,150,000.

Now if you look at one of our subsidiaries PBV Monitor, it is an Italian Legal Firm that specialises in the acquisition and dissemination of data for the legal services industry. FG has access to the finest Italian Legal Brains that “money cant buy”

I am confident that our legal claims for Sipiem & Sosushi will be successful this year and will enable our indebtedness to Eufingest to be almost eliminated. The Mediapolis Potential Litigation will become a valuable asset over the coming years.

RKB

PS When Eufingest have been repaid most of their debt there is a little lottery win coming which I will allude to in a later post.

Sosushi Litigation

This claim began in late 2017. Clear Leisure owned almost 100% of this subsidiary and we filed a claim for about £1.5 million in the Italian Courts. After various legal tussles this claim became just over €1 million in 2019. There was also a criminal case which had been dismissed erroneously by the Bologna Court, that has now been re-activated.

There was a counter claim against us in 2018 in the English Courts, which was for €1.7 million, and our BoD promptly filed our Defence and a Counterclaim.

In August 2022 QBT’s defence of this counter claim was successful in the English Courts and the litigants abandoned their claim and have paid us about €77,000 towards our legal costs in defending this counter claim.

“Further legal costs and damages may still be awarded to the Company following a final hearing to assess the quantum of the Company’s counterclaim for, amongst other things, loss of profit in the English Courts (which remains ongoing)”

The Italian claim has now gone to arbitration and a ruling is due by the end of 2022.

RKB

Mediapolis Potential Litigation

When I first invested in CLP it was because of the Mediapolis Potential Litigation. I was not sure if the Mediapolis Land existed, so I went to investigate because at that time I had 7 million shares.

The land was there, I took photos and spoke (with the help of google translate on my Blackberry) with a young lady in a café type place. You will need to go back to the B.B. in 2017 to get the full update.

Over the years the value of the Mediapolis Land was “reduced” on our balance sheet and then eventually this subsidiary was put into liquidation. I tried to put in an offer after I had registered with the Auctioneer, but I had issues with a bridging loan and could not proceed.

I was at the 2018 AGM. FG was not expecting me to be there as he thought I was at the auction in Italy. I found out that Clear Leisure had not put in a bid.

I was surprised that CLP had not submitted a bid, but FG said he would not bid for something that was really ours. The Mediapolis Land in 2015 was on our balance sheet as €13 million after it was reduced from €20 million the previous year.

FG set about restructuring the debt attached to Mediapolis which cost over €2 million, and a substantial amount of debt was paid-back at over 80% discount. When you understand how much money, time and resources were expended to “save” Mediapolis and then to have this Crown Jewel sold (not the correct word, put your own in) and sold for less that what the Court Appointed assessor said it was worth (which was about €4 million) but it was sold for less than €2 million. Don’t forget we also had 10 luxury villas in Sardinia that we also lost.

The original legal claim for just under €40 million has been ongoing for many years and when CL17 bid of €50,000 was accepted for the right to this legal claim, the liquidator has said the claim maybe worth more than €20 million.

From everything I know from meeting FG and regular phone calls over the years, he will pursue the Mediapolis claim. The key for shareholders is when you see what sort of agreement is put in place (like the Sipiem 70% - 30% split and fees capped at €50,000) then you will know that FG believes he can win and win big.

RKB

Good Morning LtdAxis

Agreed and it would also be better if you looked at QBT with open eyes and see what FG is about to achieve.

You will not be able to jump in and out as before, like Max did.

If I had traded the way you and Max did, I would be wealthier than I am.

RKB

PS Trying to locate something on the QBT website for a tweet. Can’t post it as the Trolls would not like it and I am trying to have “balanced” posting so that we can debate but there are some things that Traders and Trolls do not like.

https://quantumblockchaintechnologies.co.uk/

Venice High Court Case (Sipiem)

This claim has been going on for many years. The background to the case is basically there was deceit and deception from various people associated with the Company.

In 2016 the case really began when the liquidator of Sipiem filed a legal claim in the Italian Legal Courts.

What is often forgotten by shareholders is the real reason why FG was determined to pursue this case to its conclusion (which is imminent)

Clear Leisure originally invested substantial sums in Ondaland (the Water Park) and when FG re-joined the BoD in 2015 with RE, they were determined to recover our shareholding in Ondaland. FG tried the good guy at first but got nowhere. I have some personal insight to this particular asset as I went specifically to Italy in the summer of 2017 to investigate our Ondaland and Mediapolis assets.

Ondaland was making over €1 million profits and was only opened for the summer months. Clear Leisure had funded a large building (which I seen) so that the park could open all year. Ondaland was (is?) controlled by a father and son. The son was the one who would not negotiate.

FG tried everything possible to achieve an amicable settlement, but the son was like Sonny Corleone very head strong and not a negotiator. This did not deter FG and he relentlessly pursued the recovery of our assets.

One thing to remember for when (if) I post something later on Mediapolis, our fees in the Venice High Court case are capped at €50,000.

We know from recent RNS’s that the original claim was for €10.8 million, and court appointed assessors have valued “the claim” at €7.8 million and CL17 will receive 70% of the claim less our €50,000. What nobody knows (or is willing to communicate) is possible damages on top of our claim, like compound interest or even the transfer of ownership of Ondaland to QBT.

I can say from all my research and contacts in Italy, that we will receive redress and when we do this will enable QBT to reduce or even eliminate our debt.

RKB

PS I binned all my research paperwork in 2021 so all my current posting is from memory or refreshed from RNS’s.

Suspension & Replacement NED or NED’s

Continued

Let us assume that initially one NED is appointed. When we know who has agreed to take up the NED appointment, we will all know which direction our company is heading in.

In previous postings whenever I have mentioned “suspension or de-listed” many take fright. I do not believe FG will “utilize” the full 6 months, but I would not expect him to rush an appointment.

Even though we are without an NED, this will not prevent news-flow and it could work to our advantage if (when) some good news is communicated but our shares are not currently trading. This would allow the Market to absorb the news and hopefully reassess our share-price.

The Team that has been and still are working on Quantum Computing and AI for Bitcoin mining R&D have achieved a tremendous amount over the past year (see the various RNS’s) and we only need one confirmation RNS of what that have patented and all shareholders currently “locked-in” will not be concerned that we are suspended.

RKB

PS On the appointment of a replacement NED or NED’s FG & PR will put their spin on the appointment and what I am really looking forward to is the part where the new NED or NED’s say their piece as to why they are excited to be part of QBT.

Suspension & Replacement NED or NED’s

We were suspended on Tuesday 16th August due to the death of our independent non-executive director Reginald Eccles.

QBT must appoint a replacement director(s) within 6 months. If not, our share will be de-listed.

Since FG took over as CEO in July 2015 there have only ever been two directors, FG & RE. The original document of our Article of Association lodged at Companies House on 15/02/2000 section 17 states no maximum number of directors but a minimum of one. Section 18 states if there is a sole director and they pass away then their representatives would be able to appoint a director.

There were changes to the Articles of Association on 6/03/2000 increasing the minimum directors to two. The most recent Articles of Association amendments pertaining to directors were lodged at Companies House on 10/08/2010

It is my understanding that the purpose of a non-executive director is to hold the executive director(s) to account. We would like to think NEDs are independent and we can never be 100% sure that they are, but there are checks & balances in place to ensure that good corporate governance is adhered to.

Reginald Eccles was truly independent, and he had a broad background in the Corporate World. Now FG and our Nomad must find a replacement NED(s) You may think this would be straight forward, but it is not. Apart from the financial checks (can’t be bankrupt) they must have complimentary skills to the CEO / Chairman and be prepared to challenge the BoD.

I have no concern that we will have a replacement NED(s) within the required timescale. I am looking for someone who has experience in R&D, Blockchain & AI and who has connections to companies that we will be associated with in the technologies that FG has been building.

RKB

Topics to Discuss

There are a few topics that sensible shareholders may want to discuss.

In no particular order:

Suspension
Replacement NED or NED’s
Venice High Court Case (Sipiem)
Mediapolis Potential Litigation
Sosushi Litigation
How FG deals with legal claims
Investments in various subsidiaries
FG and Russian Art
Remuneration
Warrants + Options to Staff & BoD
J S Major Shareholder
Authority to issue shares
FG’s sale & repurchase agreement (the “REPO”)
Eufingest / Bond Holders
Bit Coin / AI / RD
Patents
Shares In Issue
Spamming B.B.
Previous CEO Mr AV

RKB

PS People who know me will be aware that most nights I play chess against a computer. The level is set so as it is almost impossible to win, this is to ensure that I must tax my brain. Every game that I play, I play not to lose. This means that I either draw (stalemate) or win. I invest in QBT as if it is a game of chess. If you can look at the Board from above, you will see how this game is being played.