Half Yearly Report

RNS Number : 6969D

Quadrise Fuels International PLC

28 March 2011

 



Quadrise Fuels International plc

28 March 2011

Quadrise Fuels International plc

("QFI", "Quadrise" or "the Company")

Quadrise Fuels International plc presents its interim results for the six months ended 31 December 2010.

HIGHLIGHTS

Financial

·     Successful fund raising programme in March 2011 assuring sufficient cash resources to enable the Group to progress to full commercial operations and sustainable revenues within the next 24 months.

·     Increase in the Company's investment in Optimal Resources Inc. in Canada through further investment of C$1 million.

·     Loss after tax of £1.65 million (2009: £1.87 million), which includes a non-cash charge of £0.7 million (2009: £1.49 million) for amortisation and impairment of intangible assets. 

·     Loss per share 0.32 pence (2009: 0.40 pence).

Operational

·     Royalty Agreement signed with A.P. Moller-Maersk ("Maersk) for future commercial sales of Marine MSAR® fuel to Maersk and third parties.

·     MOU executed with PowerSeraya Limited of Singapore for a joint programme to investigate and progress Quadrise MSAR® fuel supply for their 750MWe thermal power plant on Jurong Island.

Commenting, Ian Williams, Executive Chairman, said:

"Quadrise shareholder value has been greatly enhanced over the review period. The Company now has the projects, partners, capability and funding to move forward with confidence to production and revenue."

Enquiries:

Quadrise Fuels International plc                                       Tel: [phone]

Ian Williams

Hemant Thanawala

Fairfax I.S. PLC                                                                    Tel: [phone]

Katy Birkin

Chairman's Statement

Quadrise Fuels International plc ("Quadrise", "Company", "Group", "QFI") presents its interim results for the six months ended 31 December 2010.

Business Overview

The Review introducing the 2010 Annual Report, issued on 29 October 2010, informed shareholders of the restructuring of the Group, changes to management and progress in the business development programme. Since that time the Company has released several associated regulatory statements on related developments.

This introduction to the Interim Report serves to update shareholders on key events and developments for the six months ended 31 December 2010 and post balance sheet events to mid March 2011.

Restructuring

The Group restructuring was completed by the end of 2010 and has resulted in the separation of "directly managed" interests and "non-managed" interests.

The managed interests are all now held through Quadrise International Limited ("QIL")  which is a 100% owned subsidiary of QFI.

The non-managed interests are shareholdings in Canadian associate companies which have direct or indirect association with MSAR® fuels or the ownership and/or application of related technologies and intellectual property. 

Directly Managed Interests

QIL is working jointly with major client corporations on defined projects. These programmes typically move through proving phases which, on success, should progress to commercial operations. Active programmes include the development of Marine MSAR® fuels and plans to manufacture MSAR® fuels in refineries in Saudi Arabia and Mexico.

Marine MSAR®

The Marine MSAR® fuel programme is advancing towards the full commercial phase. QIL, A.P. Moller-Maersk ("Maersk"), AkzoNobel and certain major refiners are working jointly to a coordinated timetable aimed at the production, supply and marketing of Marine MSAR® fuel. This would be on a substantial scale, as an approved low cost replacement for bunker fuel oil. Bunker fuel oil is a global market of over 170 million tonnes annually. Securing even a modest share would provide substantial underpinning of the future value of QFI.

By oil industry norms, this project to introduce a new fuel to a major global market has advanced rapidly through technical development and testing and is nearing the end of the pre-commercial phase.  Major marine engine manufacturers and associations which approve industry fuels and related standards have been consulted, and are involved in the process.

Maersk is one of the largest consumers of marine fuel oil representing a potentially key anchor client for MSAR® fuel and an invaluable endorsement for the international marine fuels market globally.

In anticipation of successful progression to the commercial phase during 2011, Maersk and QIL recently entered into a Royalty Agreement which provides the legal framework for future commercial supplies of Marine MSAR® fuels to the Maersk group and third parties.

Saudi Arabia

Early joint studies with the Saudi refiner identified possibilities for profitable applications of MSAR® technology in several refineries in Saudi Arabia. The nation is a net importer of diesel fuel and there would be a substantial increase in the yield of diesel from the Saudi refining system resulting from the introduction of MSAR® technology. This could make a major contribution to balancing national production to market demand and could be achieved with minimal refinery plant modification at a fraction of the alternative cost of additional processing or upgrading capacity.

Opportunities for MSAR® currently under development are aimed at replacing fuel oil consumed in refinery processes and utilities, and producing MSAR® for external utility and industrial clients. It is anticipated that, on success, the focus for the project will be the manufacture of MSAR® for supply to major Saudi fuel oil consumers. These are primarily in the power generation, desalination and cement manufacturing industries. All the economic benefits of MSAR® deployment can thus be captured within the Kingdom of Saudi Arabia.

As previously advised the initial phase of this project envisages the installation of MSAR® manufacturing units in a major Saudi refinery for proving purposes on a fully cost recovered basis. The programme thereafter includes a sequence of trial operations which will serve to validate projected benefits and, on success, lead on to continuous commercial operations.

Negotiations on principal terms conducted over the past year are substantially complete and QIL anticipates execution of the associated framework agreement before mid 2011. This would lead to installation and first operations in 2012.

Mexico

The circumstances and MSAR® business opportunities are very similar to those in Saudi Arabia, both countries having oil based economies and being substantial net importers of middle distillate fuels - principally diesel.

Early studies of PEMEX refineries conducted in association with their management confirmed a range of viable project opportunities. The progression from study to project programme has taken longer than anticipated, but the last 6 months have seen an acceleration in pace. This has been largely due to a combination of a change in regulations which now permit PEMEX to fund the proving programme and the growing appreciation of the potential benefit the MSAR® fuels technology offers in increasing diesel yields in the Mexican refining system.

Active negotiation has continued into 2011. The sign-off of related contracts is anticipated by QIL before mid year.

The PEMEX programme also starts with a single refinery fuel project expanding, on success, to production for sales to third parties in power and other industries in which lower cost MSAR® could replace fuel oil.   

PowerSeraya

Agreement has been reached with PowerSeraya in Singapore to identify and develop a long term source of MSAR® fuel for their Jurong based power plant. In 2004 PowerSeraya undertook substantial plant additions - principally the addition of flue gas desulphurisation (emissions scrubbing) to enable the consumption of high sulphur fuels, including Orimulsion®. The plant is fully adapted and has experience of running emulsion fuel in a base load capacity.

The QIL agreement provides for PowerSeraya to sponsor a joint programme to identify, evaluate and select suitable manufacturing bases and a supply system to support a long term fuel supply agreement. This programme is currently underway.

Additional Projects 

The Company adopted a "select and focus" strategy to concentrate resources and advance the revenue phase.  Progress since 2009 has vindicated this stance, and further opportunities have been identified for the next phase of development. Resources should then become available to support a profitable broadening business base.

AkzoNobel

No update on the "managed interests" programme would be complete without acknowledging the value of the support and commitment provided by AkzoNobel, our principal alliance partner. The application of their specialized technical capability has made a major contribution to progress in all project programmes and continues to refine MSAR® fuel technology and our collective competitive advantage considerably in the process. 

Canadian Investments

Prior QFI news releases have provided extensive detail on the developments in and associated with Quadrise Canada Corporation ("QCC").

A new strategy adopted by QCC has led to the creation of several 'spin out' ventures to exploit proprietary technologies developed by QCC under appropriate license terms. The process of formation of the new entities led to an initial pro-rata shareholding reflecting the existing equity interests in QCC. As a result QFI became the largest shareholder in each of the new ventures on formation but before seed funding.

Optimal Resources Inc.

The most recent development, as reported to shareholders in January 2011, has been the amalgamation of Sparky Energy Corp and Optimal Resources to create what is, in effect, a specialised junior oil production company. Optimal is presently piloting the application of the QCC Enhanced Oil Recovery (EOR) technology in its Lloydminster oil fields.

If successful in field application, the EOR technology license will provide Optimal Resources Inc. substantial competitive advantage in securing discovered oil reserves and developing EOR based oil production. Having participated in the Sparky Energy seed capital placing in 2010, QFI remains the largest single shareholder in the amalgamated venture with a current 9.6% holding in Optimal Resources Inc. Recent field trial reports indicate positive progress but it is still too early to draw firm conclusions on the efficacy of the EOR system.  

Paxton Corporation 

QFI has a 3.5% holding in Paxton, which in turn has a 30% interest in Clean Energy Systems ("CES").

CES recently announced a license agreement with Maersk Oil for the application of its oxy-fuel technology for zero-emission steam and power generation associated with oil and gas production activities globally. Aside from the shareholding in CES, Paxton has the marketing rights for the CES plant and equipment and is developing the application of the technology in its own oil production programme.

These developments could be material for QFI, as the economics of the CES plant and technology potentially offer substantial capital and operating cost advantage in certain applications - including in Steam Assisted Gravity Drainage ("SAGD") based heavy oil production. The associated systems also feature carbon capture and emissions sequestration elements. These developments have been supported by a US$30 million grant to CES by the US Federal Energy Agency to progress their clean energy production research and development programme.

Quadrise Canada Corp ("QCC")

QCC has completed a transformation to become principally a technology development and licensing and services company. Several additional energy related opportunities have been identified which hold some promise for novel adaptation and application of QCC know how to add value in the energy field. The current strategy is to develop promising projects to a stage where they could be independently viable and then to 'spin' them off into new ventures following the 'Sparky' process.

Where this applies QFI could expect to receive a pro-rata share of equity on formation of the new ventures before 'seed capital' raising. QFI currently holds 20.4% of QCC which, in turn owns 87% of Denimotech, the Demark based fabricator and supplier of the plant used for MSAR® fuels manufacturing.

Group Financing

As announced on 8 March 2011, the Company is raising £3 million (gross) through a combination of an Open Offer and a Placing. The Placing programme, which was undertaken in association with Jendens Securities Limited, involved a roadshow that provided good exposure for the Company and its management amongst the institutional investor community in London. The outcome was very positive, resulting in an excess demand for the stock.

The Placing and Open Offer will result in the issue of a maximum of 85,816,534 new ordinary shares at 3.5p each, increasing the number of ordinary shares in issue to 635,043,391. It is expected that the admission of the new ordinary shares to trading on AIM will become effective on 4 April 2011. This new share issue should not only broaden the Company's share register but also provide more liquidity in the market.

The funds raised in this financing round are intended to place the Group in a robust financial position and to enable it to progress to full commercial operations and sustainable revenues within the next 24 months. It is also intended for the Group in this phase to remain debt-free and to continue operating on a low cost base, supported by client contributions to pre-commercial project development costs. 

Financial Position

The Group had cash and cash equivalent resources of £965k as at 31 December 2010. The monthly burn rate for the reporting period was approximately £100k, excluding one-off costs incurred for the group restructuring. Upon completion of the above-mentioned financing round, the Group will have cash and cash equivalent resources of approximately £3.3 million to take the business programme forward.

Future Prospects

QFI and QIL management have been pioneering a new technology in traditional markets. This is never easy and obstacles are often more challenging than first contemplated. The company has, however, made quite remarkable progress over the past 18 months in its core selected programmes with major clients.

The Directors believe the injection of funds from the fundraising will enable the team, and our clients and partners, to move steadily through the early commercial phase to revenue generation and business growth.

Ian Williams

Chairman

25 March 2011

Condensed Consolidated Statement of Comprehensive Income

For the 6 months ended 31 December 2010

	Note	6 months ended 31 December 2010 Unaudited £'000	6 months ended 31 December 2009 Unaudited £'000	Year ended 30 June 2010 Audited £'000
Continuing operations
Other income		25	43	67
Raw materials		(8)	-	-
Amortisation of intangible assets	5	(684)	(1,485)	(2,637)
Impairment of intangible assets		-	-	(176)
Other administration expenses	6	(990)	(497)	(1,177)
Foreign exchange gain		2	53	63
Operating loss		(1,655)	(1,886)	(3,860)
Finance costs		(2)	(2)	(3)
Finance income		8	21	45
Loss before tax		(1,649)	(1,867)	(3,818)
Taxation		-	-	(131)
Loss for the period from continuing operations		(1,649)	(1,867)	(3,949)
Other Comprehensive Income
Changes in fair value of available for sale investments		978	-	4,797
Other comprehensive income for the period net of tax		978	-	4,797
Total comprehensive (loss) / income for the period		(671)	(1,867)	848
Loss for the period attributable to:
Owners of the parent		(1,649)	(1,867)	(3,949)
Total comprehensive (loss) / income attributable to:
Owners of the parent		(671)	(1,867)	848
Loss per share - pence
Basic	7	(0.32) p	(0.40) p	(0.86) p
Diluted	7	(0.32) p	(0.40) p	(0.86) p

Condensed Consolidated Statement of Financial Position
As at 31 December 2010 

	Note	As at 31 December 2010 Unaudited £'000	As at 31 December 2009 Unaudited £'000	As at 30 June 2010 Audited £'000
Assets
Non-current assets
Property, plant and equipment	8	10	-	-
Intangible assets	9	8,148	10,160	8,832
Available for sale investments	10	12,886	6,470	11,269
Non-current assets		21,044	16,630	20,101
Current assets
Cash and cash equivalents		965	2,271	1,634
Trade and other receivables		185	333	212
Prepayments		4	20	30
Current assets		1,154	2,624	1,876
TOTAL ASSETS		22,198	19,254	21,977

Equity and liabilities
Current liabilities
Trade and other payables		143	119	127
Current liabilities		143	119	127
Non-controlling interest	11	1	-	-
Equity attributable to equity holders of the parent
Issued share capital		5,492	4,617	4,617
Share premium		53,634	53,634	53,634
Revaluation reserve		6,341	566	5,363
Share option reserve		1,009	1,009	1,009
Reverse acquisition reserve		522	522	522
Accumulated losses		(44,944)	(41,213)	(43,295)
Total shareholders' equity		22,054	19,135	21,850
TOTAL EQUITY AND LIABILITIES		22,198	19,254	21,977

Condensed Consolidated Statement of Changes in Equity

For the 6 months ended 31 December 2010

	Accumulated losses £'000s	Issued capital £'000s	Share Premium £'000	Revaluation reserve £'000s	Share option reserve £'000s	Reverse acquisition reserve £'000s	Total £'000s
As at 1 July 2010	(43,295)	4,617	53,634	5,363	1,009	522	21,850
Share issue	-	875	-	-	-	-	875
Loss for the period	(1,649)	-	-	-	-	-	(1,649)
Other comprehensive income	-	-	-	978	-	-	978
Total comprehensive income for the period	(1,649)	-	-	978	-	-	(671)
Shareholders' equity at 31 December 2010	(44,944)	5,492	53,634	6,341	1,009	522	22,054

	Accumulated Losses £'000	Issued Capital £'000	Share Premium £'000	Revaluation Reserve £'000	Share Option Reserve £'000	Reverse acquisition Reserve £'000	Total £'000
As at 1 July 2009	(39,346)	4,617	53,634	566	1,009	522	21,002
Loss for the period	(1,867)	-	-	-	-	-	(1,867)
Total comprehensive income for the period	(1,867)	-	-	-	-	-	(1,867)
Shareholders' equity at 31 December 2009	(41,213)	4,617	53,634	566	1,009	522	19,135

Condensed Consolidated Statement of Cash Flows

For the 6 months ended 31 December 2010

	Note	6 months ended 31 December 2010 Unaudited £'000	6 months ended 31 December 2009 Unaudited £'000	Year ended 30 June 2010 Audited £'000
Operating activities
Loss before tax from continuing operations		(1,649)	(1,867)	(3,818)
Finance costs		2	2	3
Finance income		(8)	(21)	(45)
Other income - QCC warrants		(2)	(23)	(25)
Amortisation of intangible assets	5	684	1,485	2,637
Impairment of intangible assets		-	-	176
Working capital adjustments
Decrease / (increase) in trade and other receivables		27	(16)	(26)
Decrease in prepayments		26	10	-
Increase / (decrease) in trade and other payables		16	(196)	(188)
Cash utilised in operations		(904)	(626)	(1,286)
Finance costs		(2)	(2)	(3)
Taxation received		-	-	-
Net cash outflow from operating activities		(906)	(628)	(1,289)
Investing activities
Acquisition of equipment		(10)	-	-
Acquisition of available for sale investments		(636)	-	-
Finance income		8	21	45
Net cash (outflow) / inflow from investing activities		(638)	21	45
Financing activities
Proceeds from the issue of shares		875	-	-
Net cash inflow from financing activities		875	-	-
Net decrease in cash and cash equivalents		(669)	(607)	(1,244)
Cash and cash equivalents at the beginning of the period		1,634	2,878	2,878
Cash and cash equivalents at the end of the period		965	2,271	1,634

Notes to the Group Financial Statements

1.     General Information

Quadrise Fuels International plc ("QFI", "Quadrise", "Company") and its subsidiaries (together "the Group") are engaged principally in the manufacture and marketing of emulsified fuel for use in power generation, industrial and marine diesel engines and steam generation applications.  The Company's ordinary shares are quoted on the AIM market of the London Stock Exchange.

QFI was incorporated on 22 October 2004 as a limited company under the Companies Act 1985 with registered number 05267512.  It is domiciled and registered at Parnell House, 25 Wilton Road, London SW1V 1YD.

2.     Summary of Significant Accounting Policies

(2.1) Basis of Preparation

The interim accounts have been prepared in accordance with IAS 34 'Interim financial reporting' and on the basis of the accounting policies set out in the annual report and accounts for the year ended 30 June 2010, which have been prepared in accordance with International Financial Reporting Standards as adopted for use by the European Union.  The interim accounts are unaudited and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006, but are based on the latest statutory accounts.  These accounts, upon which the auditors issued an unqualified opinion, have been delivered to the registrar of companies.

The interim accounts for the 6 months ended 31 December 2010 were approved by the Board on 25 March 2011.

3.     Going Concern

The Group's business activities and financial position, together with the factors likely to affect its future development, performance and position are set out in the Chairman's Statement.

The Directors have carried out a detailed assessment of going concern as part of the financial reporting process, taking into consideration a number of matters including the fundraising by way of the Placing and Open Offer announced on 8 March 2011, forecast cash flows, medium and long term business plans and expectations over timing of future revenues and realisability of investments. 

On the basis of this assessment, the Directors have concluded that it is appropriate to prepare the financial statements on a going concern basis. 

4.     Segmental Information

For the purpose of segmental information the reportable operating segment is determined to be the business segment.  The Group principally has two business segments, the results of which are regularly reviewed by the Board: 

·        a business to produce emulsion fuel (or supply the associated technology to third parties) as a low cost substitute for conventional heavy fuel oil ("HFO") for use in power generation plants and industrial and marine diesel engines; and

·        the holding of a portfolio of non-managed interests. 

Information regarding the results of each reportable segment is as follows:     

Business Segments

Period ended 31 December 2010	Emulsion fuel Unaudited	Non-managed interests Unaudited	Total Unaudited
	£'000s	£'000s	£'000s
Revenue - sale to external customers	-	-	-
Segment result	(1,103)	3	(1,100)
Unallocated net corporate expenses			(555)
Operating loss			(1,655)
Finance costs			(2)
Finance income			8
Loss before tax			(1,649)
Taxation			-
Loss for the period from continuing operations attributable to equity holders of the company			(1,649)

As at 31 December 2010	Emulsion fuel Unaudited	Non-managed interests Unaudited	Total Unaudited
	£'000s	£'000s	£'000s
Assets and Liabilities
Segment assets	8,711	12,886	21,597
Unallocated corporate assets			601
Total assets			22,198
Segment liabilities	24	-	24
Unallocated corporate liabilities			119
Total liabilities			143

Other segment information
Amortisation of intangible assets	684	-	684

Period ended 31 December 2009	Emulsion fuel Unaudited	Non-managed interests Unaudited	Total Unaudited
	£'000	£'000	£'000
Revenue - sale to external customers	-	-	-
Segment result	(1,489)	(23)	(1,512)
Unallocated net expenses			(374)
Operating loss			(1,886)
Finance costs			(2)
Finance income			21
Loss before tax			(1,867)
Taxation			-
Loss for the period from continuing operations attributable to equity holders of the company			(1,867)

As at 31 December 2009	Emulsion fuel Unaudited	Non-managed interests Unaudited	Total Unaudited
	£'000	£'000	£'000
Assets and Liabilities
Segment assets	10,474	6,470	16,944
Unallocated assets			2,310
Total assets			19,254
Segment liabilities	24	-	24
Unallocated liabilities			95
Total liabilities			119

Other segment information
Amortisation of intangible assets	1,485	-	1,485

Year ended 30 June 2010	Emulsion fuel Audited	Non-managed interests Audited	Total Audited
	£'000s	£'000s	£'000s
Revenue - sale to external customers	-	-	-
Segment result	(3,177)	33	(3,144)
Unallocated net corporate expenses			(716)
Operating loss			(3,860)
Finance costs			(3)
Finance income			45
Loss before tax			(3,818)
Taxation			(131)
Loss for the year from continuing operations attributable to equity holders of the company			(3,949)

As at 30 June 2010	Emulsion fuel Audited	Non-managed interests Audited	Total Audited
	£'000s	£'000s	£'000s
Assets and Liabilities
Segment assets	9,022	11,269	20,291
Unallocated corporate assets			1,686
Total assets			21,977
Segment liabilities	30	-	30
Unallocated corporate liabilities			97
Total liabilities			127

Other segment information
Amortisation of intangible assets	2,637	-	2,637
Impairment of intangible assets	176	-	176

Geographical Segments

The Group's main geographical segments during the period were Europe and Canada.  The following table presents certain asset information regarding the Group's geographical segments.   

	31 December 2010 Unaudited	31 December 2009 Unaudited	30 June 2010 Audited
	£'000s	£'000s	£'000s
Non-current assets
Europe	8,158	10,160	8,832
Canada	12,886	6,470	11,269
Total	21,044	16,630	20,101

5.     Amortisation of Intangible Assets

The Board has reviewed the accounting policy for intangible assets and has amortised those assets which have a finite life.  A key asset that fits this description is the combination of rights secured under the AkzoNobel Alliance Agreement, together with other unpatented technologies, industry know-how and trade secrets, which drive the principal business case for Quadrise.  While intended to continue on an evergreen basis, AkzoNobel or Quadrise can effectively terminate the agreement, at 12 months notice, at any time after 20 December 2013.  Whilst the Directors believe that it is likely to be in the commercial best interests of both parties to continue the agreement beyond 20 December 2013, there can be no guarantee that this will occur.  The Directors have, accordingly, amortised this intangible asset over the remaining lifespan of the extended agreement.  At 31 December 2010, the remaining amortisation period for this intangible asset was 36 months.  The amortisation of this intangible has resulted in a non-cash charge of £684k to the statement of comprehensive income for the 6 month period to 31 December 2010 (for the 6 month period to 31 December 2009: £1,485k). 

6.     Other Administration Expenses

Other administration expenses during the 6 month period to 31 December 2010 includes £380k for costs incurred relating to the group restructuring.

7.     Loss Per Share

The calculation of loss per share is based on the following loss and number of shares:

	6 months ended 31 December 2010 Unaudited	6 months ended 31 December 2009 Unaudited	Year ended 30 June 2010 Audited
Loss for the period from continuing operations (£'000s)	(1,649)	(1,867)	(3,949)
Weighted average number of shares:
Basic	515,756,912	461,726,857	461,726,857
Diluted	515,756,912	461,726,857	461,726,857
Loss per share:
Basic	(0.32) p	(0.40) p	(0.86) p
Diluted	(0.32) p	(0.40) p	(0.86) p

Basic loss per share is calculated by dividing the loss for the period from continuing operations of the Group by the weighted average number of ordinary shares in issue during the period.

For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive options and warrants over ordinary shares.  Potential ordinary shares resulting from the exercise of share options and warrants have an anti-dilutive effect due to the Group being in a loss position.  As a result, diluted loss per share is disclosed as the same value as basic loss per share.  The 23.6 million share options and 87.5 million warrants issued by the Company and which are outstanding at the period-end could potentially dilute earnings per share in the future if exercised when the Group is in a profit making position.

8.     Property, plant and equipment

Property, plant and equipment includes the purchase of a Test Separator for £10k during the period under review.  This equipment is expected to have a useful life of 5 years but was not currently in use by 31 December 2010.

9.     Intangible Assets

	QCC royalty payments	MSAR® trade name	Technology and know-how	Total
	Unaudited £'000s	Unaudited £'000s	Unaudited £'000s	Unaudited £'000s
Cost
Opening balance - 1 July 2010	7,686	3,100	25,901	36,687
Additions	-	-	-	-
Closing balance - 31 December  2010	7,686	3,100	25,901	36,687
Amortisation and Impairment
Opening balance - 1 July 2010	(6,567)	(176)	(21,112)	(27,855)
Amortisation	-	-	(684)	(684)
Closing balance - 31 December 2010	(6,567)	(176)	(21,796)	(28,539)
Net book value at 31 December 2010	1,119	2,924	4,105	8,148

	QCC royalty payments	MSAR® trade name	Technology and know-how	Total
	Unaudited £'000s	Unaudited £'000s	Unaudited £'000s	Unaudited £'000s
Cost
Opening balance - 1 July 2009	7,686	3,100	25,901	36,687
Additions	-	-	-	-
Closing balance - 31 December 2009	7,686	3,100	25,901	36,687
Amortisation and Impairment
Opening balance - 1 July 2009	(6,567)	-	(18,475)	(25,042)
Amortisation	-	-	(1,485)	(1,485)
Closing balance - 31 December 2009	(6,567)	-	(19,960)	(26,527)
Net book value at 31 December 2009	1,119	3,100	5,941	10,160

	QCC royalty payments	MSAR® trade name	Technology and know-how	Total
	Audited £'000s	Audited £'000s	Audited £'000s	Audited £'000s
Cost
Opening balance - 1 July 2009	7,686	3,100	25,901	36,687
Additions	-	-	-	-
Closing balance - 30 June 2010	7,686	3,100	25,901	36,687
Amortisation and Impairment
Opening balance - 1 July 2009	(6,567)	-	(18,475)	(25,042)
Amortisation	-	-	(2,637)	(2,637)
Impairment	-	(176)	-	(176)
Closing balance - 30 June 2010	(6,567)	(176)	(21,112)	(27,855)
Net book value at 30 June 2010	1,119	2,924	4,789	8,832

Intangibles comprise intellectual property with a cost of £36,687k, including assets of finite and indefinite life. QCC's royalty payments of £7,686k and the MSARÒtrade name of £3,100k are termed as assets having indefinite life as it is assessed that there is no foreseeable limit to the period over which the assets are expected to generate net cash inflows for the Group.  The assets with indefinite life are not amortised. The remaining intangibles amounting to £25,901k, primarily made up of technology and know-how, are considered as finite assets and amortised over 93 months.  The Group does not have any internally generated intangibles.

The Board has reviewed the accounting policy and has amortised those assets which have a finite life as further explained in Note 5.  As a consequence a non-cash charge of £684k has been recognised in the statement of comprehensive income for the 6 month period to 31 December 2010 (for the 6 month period to 31 December 2009: £1,485k)

The Group tests intangible assets annually for impairment, or more frequently if there are indications that they might be impaired.  For the 6 month period to 31 December 2010, there were no indications that the intangible assets may be impaired.

As a result, the Directors concluded that no impairment is necessary for the 6 month period to 31 December 2010.

10.   Available for Sale Investments

	31 December 2010 Unaudited £'000s	31 December 2009 Unaudited £'000s	30 June 2010 Audited £'000s
Unquoted securities
Opening balance	11,269	6,447	6,447
Additions - securities	637	-	-
Additions - QCC warrants	2	23	25
Changes in fair value	978	-	4,797
Closing balance	12,886	6,470	11,269

Unquoted securities represent the Group's investment in Quadrise Canada Corporation ("QCC"), Paxton Corporation ("Paxton"), Sparky Energy Corporation ("Sparky") and Porient Fuels Corporation ("Porient"), all of which are incorporated in Canada. 

On 14 July 2010, the Group subscribed for an additional 2 million shares in Sparky at a price of C$ 0.50 per share for a total cost of C$1,000,000 (approximately £636,500).  This acquisition increased the Group's shareholding in Sparky from 16.9% to 17.8% at the time of the placing. 

On 3 December 2010, Quadrise International Limited and Quadrise Limited's shareholding in QCC, Sparky and Porient were formally transferred to Quadrise Fuels International plc as part of the group restructuring.

At 31 December 2010 the Group held a 20.44% share in the ordinary issued capital of QCC, a 3.75% share in the ordinary issued capital of Paxton, a 16.86% share in the ordinary issued capital of Sparky and a 16.86% share in the ordinary issued capital of Porient. 

The Group has no immediate intention to dispose of its available for sale investments unless a beneficial opportunity to realise these investments arises. 

QCC is independent of the Group and is responsible for its own policy-making decisions.  There have been no material transactions between QCC and the Group during the period or any interchange of managerial personnel.  As a result, the Directors do not consider that they have significant influence over QCC and as such this investment is not accounted for as an associate.  Furthermore, QCC share options and warrants in issue at the statement of financial position date result in the Group having an effective diluted holding in QCC of 17.13%. 

The Directors performed a review of the fair value of the unquoted securities at 30 June 2010.  Due to the lack of an active market in any of the securities, the Directors considered other factors such as past equity placing pricing and assessment of risked net present value of the enterprises to arrive at their conclusion of the fair value for all of the unquoted securities.  This is in accordance with Level 2 of the hierarchy as stated in IFRS 7 for determining fair values.

The QCC shares were valued at the year end at C$3.17 based on an enterprise NPV calculation carried out on the most recent QCC financial model made available by management.  There have been no indications of impairment in the QCC shares for the period under review.  Based on this, the Directors have concluded that no revaluation is necessary for the 6 month period to 31 December 2010.  The total value of the QCC investment as at 31 December 2010 is £7,388k (as at 30 June 2010: £7,388k).

The Paxton shares were valued at the year end at C$2.00 per share based on the last reported sale of Paxton shares between third parties occurring at that price. There have been no indications of impairment in the Paxton shares for the period under review.  Based on this, the Directors have concluded that no revaluation is necessary for the 6 month period to 31 December 2010. The total value of the Paxton investment as at 31 December 2010 is £827k (as at 30 June 2010: £827k).

The Sparky shares were valued at the year end at C$1.26 based on an enterprise NPV calculation carried out on the most recent Sparky financial model and information made available by Sparky management.  The 2 million Sparky shares purchased for C$0.50 per share on 14 July 2010 were revalued on acquisition to C$1.26 per share in line with the year end NPV calculation, resulting in a gain in equity of £978k.  Since this date, there have been no indications of impairment in the Sparky shares for the period under review.  Based on this, the Directors have concluded that no further revaluation is necessary for the 6 month period to 31 December 2010. The total value of the Sparky investment as at 31 December 2010 is £4,641k (as at 30 June 2010: £3,026k).

The Porient shares were valued at the year end at C$0.001 based on its nominal value.  There have been no indications of impairment in the Porient shares for the period under review.  Based on this, the Directors have concluded that no revaluation is necessary for the 6 month period to 31 December 2010.  The total value of the Porient investment as at 31 December 2010 is £3k (as at 30 June 2010: £3k).

Previously, as part of its financial plan to preserve cash resources, QCC issued warrants to the Board in lieu of Directors fees.  On 2 January 2009, Ian Williams, a non-executive Director of QCC, received 18,889 warrants as part of this plan.  Each warrant entitles him to acquire one common share of QCC at a price of C$0.30 per common share.  One third of the warrants vested immediately upon grant date, a further one third of the warrants vested on 2 January 2010 and the remaining one third vested on 2 January 2011.  All warrants must be exercised by 2 January 2014.  Ian Williams transfers his QCC Director fees to the Company.  If all the warrants, granted to Ian Williams and transferred to the Company, were exercised at the statement of financial position date, the Group's holding in the issued shared capital of QCC would increase from 20.44% to 20.52%.  The total amount recognised in the statement of comprehensive income relating to these QCC warrants for the 6 month period to 31 December 2010 is £2k (for the 6 month period to 31 December 2009: £23k).

11.   Non-controlling Interest

Non-controlling interest at 31 December 2010 represents management's 25% participation in the equity of the 4 new project subsidiary companies that were set up as part of the group restructuring.  Quadrise International Limited holds the remaining 75% interest.

12.   Related Party Transactions

Non-executive Directors Ian Williams and Hemant Thanawala provide services under a service agreement with International Energy Services Limited ("IESL"), a subsidiary of International Energy Group AG ("IEG"), the ultimate parent of Quadrise Fuels International plc.  The service charge for the 6 month period to 31 December 2010 amounted to £61k (for the 6 month period to 31 December 2009: £88k), out of which £3k (for the 6 month period to 31 December 2009: £21k) was incurred for salaries, and £58k (for the 6 month period to 31 December 2009: £67k) was charged for rent and other office costs.  Trade payables as at 31 December 2010 includes £nil payable to IESL relating to these services (as at 30 June 2010: £7k).

Non-executive Director Laurence Mutch is also a Director of Laurie Mutch & Associates Limited.  The total fees charged for the 6 month period to 31 December 2010 related to non-executive Director fees and amounted to £10k (for the 6 month period to 31 December 2009: £11k), with a balance of £6k payable as at 31 December 2010 (as at 30 June 2010: £5k).

Non-executive Director Ian Duckels is also a Director of Ritoil Associates Limited.  The total fees charged for the 6 month period to 31 December 2010 related to non-executive Director fees and amounted to £9k (for the 6 month period to 31 December 2009: £11k), with a balance of £5k payable as at 31 December 2010 (as at 30 June 2010: £5k).

Non-executive Director Jason Miles is also a Director of ROE Projects Limited.  The total fees charged for the 6 month period to 31 December 2010 related to consulting fees and amounted to £49k (for the 6 month period to 31 December 2009: £nil), with a balance of £11k payable as at 31 December 2010 (as at 30 June 2010: £nil).

Trade receivables of the Group include £157k (as at 30 June 2010: £188k) receivable from other related parties, which consists of £157k (as at 30 June 2010: £157k) from Quadrise Fuels US ("QFUS") and £nil (as at 30 June 2010: £31k) from Wilton Petroleum Limited for shared personnel costs.  QFI and Wilton Petroleum Limited share the same ultimate parent company whilst QFI has an agreement with the current shareholder of QFUS to hold a 76% interest in the entity in the future. 

Transactions with related parties are unsecured and made at normal market prices. The receivable from QFUS of £157k (as at 30 June 2010: £157k) attracts interest at the US Prime rate plus 2% p.a effective from the date of the advance until repayment in full of the advance.  The receivable from Wilton Petroleum Limited was fully repaid during the 6 month period to 31 December 2010.  

13.   Seasonality

The operations of the Group are not affected by seasonal fluctuations.

14.   Commitments and Contingencies

The Group has not entered into any finance or operating leases as at the statement of financial position date.  Additionally the Group has no capital commitments or contingent liabilities as at the statement of financial position date. 

15.   Events After the End of the Reporting Period

On 1 January 2011, Sparky and Optimal Resources, who previously had a 50/50 joint venture partnership, amalgamated to form a single company called Optimal Resources Inc. ("ORI").  The Group holds 5,682,500 shares in ORI, representing 9.6% of the shares in issue on completion of the amalgamation.

On 3 February 2011, Quadrise International Limited and A.P. Moller Maersk ("Maersk") signed a Royalty Agreement.  This Royalty Agreement is valid for the period up to 31 December 2019 and provides the framework for future commercial sales of Marine MSAR® fuel to Maersk and third parties. 

On 8 March 2011, the Company announced its proposal to raise funds of approximately £3 million (gross) through a combination of a Placing and Open Offer.  The Placing and Open Offer will result in the issue of a maximum of 85,816,534 new ordinary shares at 3.5 pence each, increasing the number of ordinary shares in issue to 635,043,391.

16.   Copies of the Interim Accounts

Copies of the interim accounts will be available on the Company's website at www.quadrisefuels.com and from the Company's registered office, Parnell House, 25 Wilton Road, London SW1V 1YD.

 

END

 

 

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