UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q/A

AMENDMENT NO. 1

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period ended September 30, 2023

 

Commission File No.

000-55688 

 

Token Communities Ltd.

(Name of small business issuer in its charter)

 

Delaware

 

81-3709511

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

850 Tidewater Shore Loop, Suite 402

Bradenton, Florida, 34208

(Address of principal executive offices)

 

(631) 397-1111

(Issuer’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated Filer

☒

Smaller reporting company

☒

 

Emerging growth company

☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

 

 

 

 

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of September 30, 2023, the Company had 2,095,872,947 outstanding shares of its common stock, par value $0.0001.

 

 

 

 

 EXPLANATORY NOTE

 

This Amendment No. 1 to the Token Communities, Ltd. (the “Company”) Quarterly Report on Form 10-A (the “Form 10-Q/A”) amends our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 previously filed with the Securities and Exchange Commission. The Company is filing this Form 10-Q/A to restate its unaudited consolidated financial statements, financial data and related disclosures as of and for the quarter ended September 30, 2023 to give effect to correctly apply the conversion of exchange rate transactions of its parent company and the conversion of its foreign currency subsidiary balances and certain other adjustments.

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

 
2

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

Condensed Consolidated Balance Sheets (unaudited)

 

4

 

 

Condensed Consolidated Statements of Operations (unaudited)

 

5

 

 

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)

 

6

 

 

Condensed Consolidated Statements of Cash Flows (unaudited)

 

7

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

8-14

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

15

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

16

 

Item 4.

Controls and Procedures

 

17

 

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

18

 

Item 1A.

Risk Factors

 

18

 

Item 2.

Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

18

 

Item 3.

Defaults Upon Senior Securities

 

18

 

Item 4.

Mine Safety Disclosures

 

18

 

Item 5.

Other Information

 

18

 

Item 6.

Exhibits

 

19

 

Signatures

 

20

 

 
3

Table of Contents

 

Item 1. Financial Statements

  

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2023, and JUNE 30, 2023

 

 

 

Sep 30,

2023

 

 

June 30, 

2023

(audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

Cash and equivalents

 

$2,227

 

 

$1,130

 

Accounts Receivable

 

 

-

 

 

 

-

 

Inventory

 

 

6,843

 

 

 

-

 

Total current assets

 

 

9,070

 

 

 

1,130

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

-

 

 

 

-

 

TOTAL ASSETS

 

$9,070

 

 

$1,130

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$85,463

 

 

$73,885

 

Due to related parties

 

 

1,346,106

 

 

 

1,314,193

 

Total current liabilities

 

 

1,431,569

 

 

 

1,388,078

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162  shares of common stock issued and outstanding at September 30, 2023 and June 30, 2023

 

 

209,567

 

 

 

209,567

 

Additional paid-in capital

 

 

1,039,630

 

 

 

1,039,630

 

Accumulated Other comprehensive income

 

 

(50,709)

 

 

(54,481)

Accumulated deficit

 

 

(2,613,829)

 

 

(2,576,440)

Non-controlling interest

 

 

(7,158)

 

 

(5,224)

Total stockholders’ deficit

 

 

(1,422,499)

 

 

(1,386,948)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$9,070

 

 

$1,130

 

 

The accompanying notes are an integral part of these financial statements.

 

 
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Table of Contents

 

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

 

 

Three months

ended

30-Sep-23

 

 

Three months

ended

30-Sep-22

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$1,792

 

 

$-

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

Payroll Related Expenses

 

 

11,578

 

 

 

22,414

 

Rent Expense

 

 

-

 

 

 

10,234

 

Audit and Legal Fees

 

 

18,594

 

 

 

35,000

 

General and administrative

 

 

10,943

 

 

 

59,035

 

TOTAL OPERATING EXPENSES

 

 

41,115

 

 

 

126,683

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(39,323)

 

 

(126,683)

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

Loss on Impairment

 

 

-

 

 

 

-

 

Gain on sale of Lukki Exchange

 

 

-

 

 

 

-

 

TOTAL OTHER INCOME (EXPENSES)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST

 

$(39,323)

 

$(126,683)

Less non-controlling interest

 

 

(1,934)

 

 

-

 

NET INCOME (LOSS)

 

$(37,389)

 

$(126,683)

 

 

 

 

 

 

 

 

 

Foreign exchange translation gain (loss)

 

 

3,772

 

 

 

(29)

Comprehensive income

 

$(33,617)

 

$(126,712)

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED

 

 

2,095,671,162

 

 

 

2,095,671,162

 

 

The accompanying footnotes are an integral part of these financial statements.

 

 
5

Table of Contents

 

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

SEPTEMBER 30, 2023 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

Non-

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Comprehensive

 

 

Accumulated

 

 

controlling

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

income

 

 

Deficit

 

 

Interest

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2021

 

 

2,095,671,162

 

 

$209,567

 

 

$1,039,630

 

 

$12,720

 

 

$(2,290,673)

 

$-

 

 

$(1,028,756)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,491)

 

 

-

 

 

 

-

 

 

 

(16,491)

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(160,391)

 

 

-

 

 

 

(160,391)

Balance, December 31, 2021

 

 

2,095,671,162

 

 

$209,567

 

 

$1,039,630

 

 

$(3,771)

 

$(2,451,064)

 

$-

 

 

$(1,205,638)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2022

 

 

2,095,671,162

 

 

$209,567

 

 

$1,039,630

 

 

$(5,603)

 

$(2,501,435)

 

$-

 

 

$(1,257,841)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(48,878)

 

 

 

 

 

 

-

 

 

 

(48,878)

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(75,005)

 

 

(5,224)

 

 

(80,229)

Balance, June 30, 2023

 

 

2,095,671,162

 

 

$209,567

 

 

$1,039,630

 

 

$(54,481)

 

$(2,576,440)

 

$(5,224)

 

$(1,386,948)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,772

 

 

 

 

 

 

 

-

 

 

 

3,772

 

Net income for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

(37,389)

 

 

(1,934)

 

 

(39,323)

Balance, September 30, 2023

 

 

2,095,671,162

 

 

$209,567

 

 

$1,039,630

 

 

$(50,709)

 

$(2,613,829)

 

$(7,158)

 

$(1,422,499)

 

The accompanying notes are an integral part of these financial statements.

 

 
6

Table of Contents

 

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED SEP 30, 2023 AND 2022 

  

 

 

Sep 30,

2023

 

 

Sep 30,

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$(39,323)

 

$(126,683)

Other equity adjustments

 

 

-

 

 

 

-

 

Impairment loss

 

 

 

 

 

 

 

 

Changes in operating assets and liabilities

 

 

(6,843)

 

 

-

 

Other assets

 

 

-

 

 

 

-

 

Accounts payable and accrued expenses

 

 

11,578

 

 

 

-

 

Loan payable - related party

 

 

31,913

 

 

 

126,712

 

Net cash used in operating activities

 

 

(2,675)

 

 

29

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Payment for other assets

 

 

-

 

 

 

-

 

Net cased in investing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Advances from related parties, net

 

 

-

 

 

 

-

 

Net cash provided by financing activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and equivalents

 

$3,772

 

 

$(29)

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH AND EQUIVALENTS

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH AND EQUIVALENTS, BEGINNING OF PERIOD

 

$1,130

 

 

$312

 

 

 

 

 

 

 

 

 

 

CASH AND EQUIVALENTS, END OF PERIOD

 

$2,227

 

 

$312

 

 

The accompanying notes are an integral part of these financial statements.

 

 
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Table of Contents

 

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

Organization and Line of Business

 

Token Communities Ltd. (the “Company” or “Limited”) was organized under the laws of the State of Delaware on March 6, 2014, under the name Pacific Media Group Enterprises, Inc.  On April 7, 2017, the Company amended its Certificate of Incorporation with the Secretary of State of Delaware, changing its name to Extract Pharmaceuticals Inc. On January 26, 2018, the Board of Directors adopted an Amendment to its Certificate of Incorporation, changing its name to Token Communities Ltd.  The Company is a development stage company that researches and creates white paper analysis for companies regarding block chain technology and has maintained a remote staff in China to conduct research and development on naturopathic medicine.

 

On February 26, 2018, the Company entered into an Acquisition and Share Exchange Agreement with Token Communities PLC (“PLC”).  Under the Agreement, the Company’s majority shareholder returned 19,266,000 common shares to treasury, and at closing 100% of the issued and outstanding shares of PLC were acquired by the Company, for 172,800,000 newly issued common shares equal to 64% of the Company’s outstanding common stock as of the closing date, thus making the stockholders of PLC the majority stockholders of the Company. The transaction closed on May 18, 2018.  This transaction was accounted for as a reverse acquisition under the purchase method of accounting since PLC obtained control of Limited. Accordingly, the merger of PLC into Limited was recorded as a recapitalization of PLC, PLC being treated as the continuing entity. The transaction was treated as a recapitalization and not as a business combination. Limited had 116,466,000 shares outstanding prior to the merger. At the time of the merger, Limited’s principal stockholder surrendered 19,266,000 shares, which were cancelled.  After the merger the total number of Limited shares outstanding was 270,000,000.

 

PLC is a Gibraltar Financial Advisory firm which specializes in Blockchain, Artificial Intelligence and Fin-Tech investment in incubating as well as advising and managing qualified companies in the blockchain and distributed ledger technologies arena, including smart contracts, TGEs, DApps, and more. Advisement comprises the authoring of industry standard White Papers, technical aspects, design and implementation of market strategies, business appraisal and more. All potential clients are vetted and Anti-Money Laundering / Know-Your-Customer approved. The Company is also developing its own software technology with its dedicated team of developers.

 

The historical financial statements presented are the financial statements of PLC. The Acquisition and Share Exchange Agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of the merger, the net liabilities of the legal acquirer, Limited, were $57,107.

 

The combined entities are referred to hereafter as the “Company.”

 

On May 28, 2020, the Company acquired 3.5 billion iRide tokens in exchange for 80 million shares provided to iRide.io Tech Pte., Ltd., valued at $8,000, which was immediately expensed.

 

On July 14, 2020, a change in control of the Company was affected by a privately held corporation (American Software Company, controlled by 2 individuals) acquiring 83% of the outstanding stock from other control individuals.  As part of this transaction, the Company transferred the 3.5 billion iRide tokens and 1,745,406 shares of its common stock to American Software in exchange for all technology, software codes and other intelligent products of the Lukki Exchange, a non-operating cyber coin exchange.  Since the Lukki exchange had no previous material revenue nor assets, the acquisition has been accounted for as an asset acquisition and due to the fact that it has no value, and the parties to this transaction are related, the transaction has been accounted for as $(0), the value of the tokens are $(0), and no financial statements are being provided as part of the transaction.  

 

As a condition to the closing of the transactions contemplated in the Asset Purchase Agreement shareholders agreed to cancel an aggregate of 174,540,600 shares of Common Stock of the Company, and the holders of the Company’s Series A, B, C, D and E warrants agreed to the cancellation of all such warrants.

 

 
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Table of Contents

 

On April 25, 2022 Token Communities, Ltd. (the “Company”) closed on the sale of the “Lukki Exchange” and related Lukki tokens in exchange for Fifty Thousand Dollars. This consideration has not been received by the Company and was written off on June 30, 2023.

 

On January 10, 2023 Token Communities Ltd. (the “Company”) entered into a Stock Purchase Agreement with Elements of Health and Wellness, Inc., a company incorporated in the Florida (“Elements”) whereby the Company acquired ninety shares of common stock of Elements (which represents ninety percent of the outstanding shares of common stock of Elements) in exchange for the issuance of a promissory note in the principal amount of Two Hundred Twenty Five Thousand Dollars ($225,000) (the “Note”). The Note provides for a term of five years and bears interest at a rate of three percent per annum. The transactions set forth above closed on January 10, 2023. As a result of the closing of transaction set forth above, Elements has become a subsidiary of the Company and the Company has expanded its business operations into the health and wellness sector.

 

Basis of Presentation

 

The accompanying consolidated financial statements (“CFS”) were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Limited’s functional currency is the United States Dollars (“$” or “USD”) and Limited’s wholly-owned subsidiary, PLC’s functional currency is the Pound Sterling (“GBP”).  

 

Going Concern

 

The accompanying CFS were prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern.  The Company had a stockholders’ deficit of $1,422,499 at September 30, 2023 and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.  

 

The accompanying CFS do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

 

Foreign Currency Translation

 

The accounts of Limited are maintained in USD and the accounts of PLC are maintained in GBP. The accounts of PLC are translated into USD in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830 Foreign Currency Transaction , with the GBP as the functional currency. According to Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and comprehensive income (loss). The following table details the exchange rates used for the periods.

 

 

 

Sep 30, 

2023

 

 

Sep 30, 

2022

 

Period end: GBP to USD exchange rate

 

$1.2200

 

 

$1.120000

 

Average period: GBP to USD exchange rate

 

$1.2200

 

 

$1.170000

 

 

 
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of CFS in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the CFS and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Principles of Consolidation

 

The accompanying CFS include the accounts of Limited, its wholly owned subsidiary PLC and its majority owned subsidiary Elements of Health and Wellness Inc. All significant intercompany transactions and balances were eliminated in consolidation.

 

Cash Equivalents

 

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, trust liability and advances, the carrying amounts approximate their fair values due to their short maturities.

 

FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value (“FV”) of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

 

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

 

 

 

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

 

 

 

●

Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.

 

 
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Table of Contents

 

Revenue Recognition

 

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on July 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from advisory fees and related services, and the Company has no significant post-delivery obligations, this did not result in a material recognition of revenue on our accompanying CFS for the cumulative impact of applying this new standard. The Company had no revenue during either during the three months ended June 30, 2023.

 

Basic and Diluted Earnings (loss) Per Share

 

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive securities are converted.  Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during any of the periods presented in these financial statements.

 

Foreign Currency Transactions and Comprehensive Income

 

U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s subsidiary is the GBP. Translation gain (loss) of $3,772 at September 30, 2023 and $(29) at September 30, 2022 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.

 

Statement of Cash Flows

 

Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 

Immaterial Out of Period Adjustments

 

During the three months ended September 30, 2023, the Company identified an immaterial error related to the exclusion of cash balances that impacted the Company’s previously issued June 30, 2023 consolidated financial statements. Management evaluated the effect of the error on the June 30, 2023 financial statements and concluded the error was not material. As a result, in the three months ended September 30, 2023, the Company recorded an out of period adjustment to increase cash, increase related party debt and increase accumulated deficit.

 

 
11

Table of Contents

 

Adjustments

 

The following unaudited tables present the impact of the adjustments on the Company’s previously reported consolidated financial statements as of and for the year ended June 30, 2023. The values as previously reported were derived from the Company’s original Form 10-K previously filed with the Securities and Exchange Commission:

 

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Assets

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

-

 

 

 

1,130

 

 

 

1,130

 

Total Assets

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Due to related parties

 

 

1,312,748

 

 

 

1,445

 

 

 

1,314,193

 

Total liabilities

 

 

1,386,633

 

 

 

1,445

 

 

 

1,388,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder's Deficit

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(2,576,157)

 

 

(315)

 

 

(2,576,472)

Total stockholders' deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

Total liabilities and stockholders' deficit

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Operating expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

 

30,419

 

 

 

315

 

 

 

30,734

 

Total operating expenses

 

 

79,100

 

 

 

315

 

 

 

79,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(79,100)

 

 

(315)

 

 

(79,415)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before non-controlling interest

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Less non-controlling interest

 

 

(5,192)

 

 

(31)

 

 

(5,223)

Net income (loss)

 

 

(74,723)

 

 

(284)

 

 

(75,007)

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

(123,601)

 

 

(284)

 

 

(123,885)

 

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Stockholders' deficit

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

(79,915)

 

 

(315)

 

 

(75,007)

Total stockholder's deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

 

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Loan payable - related party

 

 

54,072

 

 

 

1,445

 

 

 

55,517

 

Net cash used in operating activities

 

 

48,878

 

 

 

1,130

 

 

 

50,008

 

Cash and equivalents, end of period

 

 

-

 

 

 

1,130

 

 

 

1,130

 

  

 
12

Table of Contents

 

NOTE 3 - STOCKHOLDERS’ EQUITY

 

As of September 30, 2023, the authorized share capital of the Company consists of 5,000,000,000 shares of common and 20,000,000 shares of preferred stock with $0.0001 par value. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

Amounts due to a related party are for advances made by a stockholder of the Company. The balance due of $1,346,106 and $1,314,193 as of September 30, 2023 and September 30, 2022 respectively, is presented as due to related parties in the accompanying consolidated balance sheet.  The amounts due are non-interest bearing and payable upon demand.

 

 

 
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Table of Contents

 

NOTE 5 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to certain legal proceedings from time to time incidental to the conduct of its business. These proceedings could result in fines, penalties, compensatory or treble damages or non-monetary relief. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular matter, and an unfavorable ruling or development could have a materially adverse effect on the Company’s CFS in the period in which a ruling or settlement occurs. However, based on information available to the Company’s management to date, the Company’s management does not expect the outcome of any matter pending against the Company is likely to have a material effect on the Company’s CFS.

 

On July 6, 2018 PLC entered into a binding agreement to purchase 75% of new issued ordinary shares of i-Deal Corp Limited, which has developed a communication platform for Publicly Listed, Private companies and investors around the globe. i-Deal Corp Limited established the i-DX communication platform for companies and investors and has more than 2,000 diverse users. The i-DX platform has seen activity from more than 40 countries with placings of equity and debt across a broad range of industries including oil and gas, real estate, automotive, pharmaceuticals, beverages, software, mining, alternative energy, and financial services These users include listed and private companies, and blockchain companies; private and institutional investors; investment companies (angel investors and VCs); and P2P lending funds. The platform is also used by intermediaries representing multiple clients to reach international investors to enlarge their existing distribution network. i-Dx is exclusively a communication platform that matches and allows companies and potential investors to initially contact each other. i-Deal Corp Limited and i-DX does not transact, promote, advise, make recommendations, trade, bring about or earn commission on any financial transactions.

 

In order for the transaction to become effective it was acknowledged by both parties that the Company needs to raise the required funding to finance the transaction. Both parties agreed that the date for the first closing ($500,000) will take place by bank transfer no later than mid-March 2019. The following payments will be 90 days later (i.e. on or before May 31, 2019) as follows: $2,250,000 by way of bank transfer and $2,250,000 by the issue of 2,250,000 new shares of common stock of the Company. As of the date of this report the transaction had not yet closed and the Company does not anticipate this will close.

 

NOTE 6 – SUBSEQUENT EVENTS   

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2023 to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

NOTE 7 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

The Company has restated its consolidated balance sheets as of June 30, 2023 and June 30, 2022 and its consolidated statement of operations and consolidated statements of owner’s equity for the fiscal years ended June 30, 2023 and June 30, 2022, along with certain related notes to such restated consolidated financial statements. In addition, the Company has restated its consolidated statement of cash flows for the fiscal years ended June 30, 2023 and June 30, 2022.

 

The Company determined that the restatement was necessary after an investigation was conducted by the Company’s Board of Directors with the assistance of independent accountants.  The restatement corrects errors that were identified as a result of an investigation, as well as certain other errors that were identified by the Company. In addition, the restatement reflects corrections of certain accounts receivables and inventory balances that were no longer valid as well as certain income and expenses items that were incorrectly recorded and were identified by the Company in the normal course of business when the consolidated financial statements for the fiscal years ended June 30, 2023 and June 30, 2022 were originally issued. In connection with the restatement, the Company has determined that it would be appropriate to correct such errors.

 

 
14

Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Overview

 

Token Communities Ltd. (the “Company” or “Limited”) researches and creates white paper analysis for companies regarding block chain technology. Part of our original goal was to attract Chinese crypto currencies to trade on our exchange.  Unfortunately, China banned foreign crypto currency operations such as these and we began, at the end of 2022, to research developing, naturopathic medicine to diversify the operations of the Company.  At the time we formed a research and development team.  This team developed six potential products as wellness supplements with a company located in Xi-An, China. This led the Company to acquire Elements of Health and Wellness, Inc. (“Elements”) as discussed in Note 1 of the Financial Statements. The Company presently markets and sells naturopathic supplements in China.

 

Critical Accounting Policies

 

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the period ended September 30, 2023.

 

New and Recently Adopted Accounting Pronouncements

 

Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the period ended September 30, 2023.

 

Results of Operations

 

Financial Condition and Changes in Financial Condition

 

Comparison of the Three Months Ended September 30, 2023 with the Three Months Ended September 30, 2022

 

Revenue. For the three months ended September 30, 2023, we generated revenues of $1,792 as compared to $0 for the three months ended September 30, 2022.  This increase was due to the acquisition of Elements.  

 

Operating Expenses. For the three months ended September 30, 2023 operating expenses decreased to $41,114 from $126,683 for the three months ended September 30, 2022.  The decrease was largely due to a reduction in general and administrative expenses.

 

General and Administrative Expenses. Our general and administrative expenses decreased to $10,943 for the three months ended September 30, 2023 from $59,035 for the three months ended September 30, 2022.

 

Other Income. For the three months ended September 30, 2023 and 2022, other income was $0, respectively.

 

Net Income (Loss). The Company’s net loss was $(37,389) compared to a net loss of $(126,683) for the three months ended September 30, 2023 and 2022, respectively.

 

Liquidity and Capital Resources

 

We are an early-stage company and have generated insufficient revenue to date. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

 
15

Table of Contents

 

The Company had $2,227 in cash and cash equivalents as of September 30, 2023. The Company has negative working capital of $1,422,499, and total stockholders’ deficit of $1,422,499 as of September 30, 2023.  As of September 30, 2023, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not, it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

 

Should we not be able to fulfill our cash needs through the increase of revenue we will need to raise money through outside investors through convertible notes, debt or similar instrument(s), including but not limited to the current outstanding convertible notes. The Company has no committed external source of funds, and there is no guarantee we would be able to raise such funds. The Company plans to pay off current liabilities through sales and increasing revenue through sales of Company services and or products, or through financing activities as mentioned above.

 

Operating Activities

 

Cash flow from operating activities – Net cash used in operating activities was ($2,675) for the three months ended September 30, 2023 primarily as a result of net loss from operations during the period.

 

Investing Activities

 

Cash flow from investing activities – Net cash used in investing activities was $0 for the three months ended September 30, 2023.

 

Financing Activities

 

Cash flow from financing activities – During the three months ended September 30, 2023, our financing activities provided cash of $31,913 primarily from an advance from related party.

 

Off Balance Sheet Arrangements

 

We do not have any significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Recent Accounting Pronouncements

 

During the three months ended September 30, 2023, there were no accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

 
16

Table of Contents

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We have performed an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022. Based on that evaluation, our management, including our President and CEO and CFO, concluded that our disclosure controls and procedures were not effective as of September 30, 2023 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

 

Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

 

 

1)

inadequate segregation of duties consistent with control objectives.

 

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended September 30, 2023, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

 

 
17

Table of Contents

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Neither the Company nor its property is a party to any pending legal proceeding.

 

Item 1A. Risk Factors

 

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 
18

Table of Contents

 

Item 6. Exhibits

 

Exhibit

Number

 

Name of Exhibit

31.1

 

Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

31.2

 

Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

101.INS

 

Inline XBRL Instance Document.

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

(1)

Filed herewith.  In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 31.1, 31.2 and 32.2 hereto are deemed to accompany this Form 10-Q/A and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.

 

 
19

Table of Contents

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

TOKEN COMMUNITIES LTD.

 

 

 

 

 

Dated: September 12, 2024

By:

/s/ David Chen

 

 

 

David Chen

 

 

 

Chief Executive Officer, Chief Financial Officer, Director

 

 

 
20

 

nullnullnullv3.24.2.u1
Cover
 3 Months Ended
Sep. 30, 2023
shares
Cover [Abstract]  
Entity Registrant Name Token Communities Ltd.
Entity Central Index Key 0001683252
Document Type 10-Q/A
Amendment Flag true
Current Fiscal Year End Date --06-30
Entity Small Business true
Entity Shell Company false
Entity Emerging Growth Company false
Entity Current Reporting Status Yes
Document Period End Date Sep. 30, 2023
Entity Filer Category Non-accelerated Filer
Document Fiscal Period Focus Q1
Document Fiscal Year Focus 2024
Entity Common Stock Shares Outstanding 2,095,872,947
Document Quarterly Report true
Document Transition Report false
Entity File Number 000-55688
Entity Incorporation State Country Code DE
Entity Tax Identification Number 81-3709511
Entity Address Address Line 1 850 Tidewater Shore Loop
Entity Address Address Line 2 Suite 402
Entity Address City Or Town Bradenton
Entity Address State Or Province FL
Entity Address Postal Zip Code 34208
City Area Code 631
Local Phone Number 397-1111
Entity Interactive Data Current Yes
Amendment Description This Amendment No. 1 to the Token Communities, Ltd. (the “Company”) Quarterly Report on Form 10-A (the “Form 10-Q/A”) amends our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 previously filed with the Securities and Exchange Commission. The Company is filing this Form 10-Q/A to restate its unaudited consolidated financial statements, financial data and related disclosures as of and for the quarter ended September 30, 2023 to give effect to correctly apply the conversion of exchange rate transactions of its parent company and the conversion of its foreign currency subsidiary balances and certain other adjustments.
v3.24.2.u1
CONSOLIDATED BALANCE SHEET - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Current Assets:    
Cash and equivalents $ 2,227 $ 1,130
Accounts Receivable 0 0
Inventory 6,843 0
Total current assets 9,070 1,130
Other assets 0 0
TOTAL ASSETS 9,070 1,130
Current Liabilities:    
Accounts payable and accrued expenses 85,463 73,885
Due to related parties 1,346,106 1,314,193
Total current liabilities 1,431,569 1,388,078
STOCKHOLDERS' DEFICIT    
Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at September 30, 2023 and June 30, 2023 209,567 209,567
Additional paid-in capital 1,039,630 1,039,630
Accumulated Other comprehensive income (50,709) (54,481)
Accumulated deficit (2,613,829) (2,576,440)
Non-controlling interest (7,158) (5,224)
Total stockholders' deficit (1,422,499) (1,386,948)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 9,070 $ 1,130
v3.24.2.u1
CONSOLIDATED BALANCE SHEET (Parentheticals) - $ / shares
Sep. 30, 2023
Jun. 30, 2023
CONSOLIDATED BALANCE SHEET    
Common stock, shares authorized 5,000,000,000 5,000,000,000
Common stock, shares issued 2,095,671,162 2,095,671,162
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares outstanding 2,095,671,162 2,095,671,162
v3.24.2.u1
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)    
REVENUES $ 1,792 $ 0
OPERATING EXPENSES    
Payroll Related Expenses 11,578 22,414
Rent Expense 0 10,234
Legal and Professional Fees 18,594 35,000
General and administrative 10,943 59,035
TOTAL OPERATING EXPENSES 41,115 126,683
LOSS FROM OPERATIONS (39,323) (126,683)
OTHER INCOME (EXPENSES)    
Loss on Impairment 0 0
Gain on sale of Lukki Exchange 0 0
TOTAL OTHER INCOME (EXPENSES) 0 0
PROVISION FOR INCOME TAXES 0 0
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST (39,323) (126,683)
Less non-controlling interest (1,934) 0
NET INCOME (LOSS) (37,389) (126,683)
Foreign exchange translation gain (loss) 3,772 (29)
Comprehensive income $ (33,617) $ (126,712)
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED $ 0 $ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 2,095,671,162 2,095,671,162
v3.24.2.u1
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (unaudited) - USD ($)
Total
Common Stock
Additional Paid-In Capital
Comprehensive Income [Member]
Retained Earnings (Accumulated Deficit)
Noncontrolling Interest
Balance, shares at Jun. 30, 2021   2,095,671,162        
Balance, amount at Jun. 30, 2021 $ (1,028,756) $ 209,567 $ 1,039,630 $ 12,720 $ (2,290,673) $ 0
Foreign currency translation gain (16,491) 0 0 (16,491) 0 0
Net income for the period (160,391) $ 0 0 0 (160,391) 0
Balance, shares at Dec. 31, 2021   2,095,671,162        
Balance, amount at Dec. 31, 2021 (1,205,638) $ 209,567 1,039,630 (3,771) (2,451,064) 0
Balance, shares at Jun. 30, 2022   2,095,671,162        
Balance, amount at Jun. 30, 2022 (1,257,841) $ 209,567 1,039,630 (5,603) (2,501,435) 0
Net income for the period (80,229) 0 0   (75,005) (5,224)
Foreign currency translation gain (48,878) $ 0 0 (48,878)    
Balance, shares at Jun. 30, 2023   2,095,671,162        
Balance, amount at Jun. 30, 2023 (1,386,948) $ 209,567 1,039,630 (54,481) (2,576,440) (5,224)
Foreign currency translation gain 3,772 0 0 3,772 0 0
Net income for the period (39,323) $ 0 0 0 (37,389) (1,934)
Balance, shares at Sep. 30, 2023   2,095,671,162        
Balance, amount at Sep. 30, 2023 $ (1,422,499) $ 209,567 $ 1,039,630 $ (50,709) $ (2,613,829) $ (7,158)
v3.24.2.u1
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) - USD ($)
 3 Months Ended
Sep. 30, 2023
Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ (39,323) $ (126,683)
Other equity adjustments 0 0
Changes in operating assets and liabilities (6,843) 0
Other assets 0 0
Accounts payable and accrued expenses 11,578 0
Loan payable- related party 31,913 126,712
Net cash used in operating activities (2,675) 29
CASH FLOWS FROM INVESTING ACTIVITIES:    
Payment for other assets 0 0
Net cased in investing activities 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:    
Advances from related parties, net 0 0
Net cash provided by financing activities 0 0
Effect of exchange rate changes on cash and equivalents 3,772 (29)
NET DECREASE IN CASH AND EQUIVALENTS 0 0
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 1,130 312
CASH AND EQUIVALENTS, END OF PERIOD $ 2,227 $ 312
v3.24.2.u1
ORGANIZATION AND BASIS OF PRESENTATION
 3 Months Ended
Sep. 30, 2023
ORGANIZATION AND BASIS OF PRESENTATION  
ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

 

Organization and Line of Business

 

Token Communities Ltd. (the “Company” or “Limited”) was organized under the laws of the State of Delaware on March 6, 2014, under the name Pacific Media Group Enterprises, Inc.  On April 7, 2017, the Company amended its Certificate of Incorporation with the Secretary of State of Delaware, changing its name to Extract Pharmaceuticals Inc. On January 26, 2018, the Board of Directors adopted an Amendment to its Certificate of Incorporation, changing its name to Token Communities Ltd.  The Company is a development stage company that researches and creates white paper analysis for companies regarding block chain technology and has maintained a remote staff in China to conduct research and development on naturopathic medicine.

 

On February 26, 2018, the Company entered into an Acquisition and Share Exchange Agreement with Token Communities PLC (“PLC”).  Under the Agreement, the Company’s majority shareholder returned 19,266,000 common shares to treasury, and at closing 100% of the issued and outstanding shares of PLC were acquired by the Company, for 172,800,000 newly issued common shares equal to 64% of the Company’s outstanding common stock as of the closing date, thus making the stockholders of PLC the majority stockholders of the Company. The transaction closed on May 18, 2018.  This transaction was accounted for as a reverse acquisition under the purchase method of accounting since PLC obtained control of Limited. Accordingly, the merger of PLC into Limited was recorded as a recapitalization of PLC, PLC being treated as the continuing entity. The transaction was treated as a recapitalization and not as a business combination. Limited had 116,466,000 shares outstanding prior to the merger. At the time of the merger, Limited’s principal stockholder surrendered 19,266,000 shares, which were cancelled.  After the merger the total number of Limited shares outstanding was 270,000,000.

 

PLC is a Gibraltar Financial Advisory firm which specializes in Blockchain, Artificial Intelligence and Fin-Tech investment in incubating as well as advising and managing qualified companies in the blockchain and distributed ledger technologies arena, including smart contracts, TGEs, DApps, and more. Advisement comprises the authoring of industry standard White Papers, technical aspects, design and implementation of market strategies, business appraisal and more. All potential clients are vetted and Anti-Money Laundering / Know-Your-Customer approved. The Company is also developing its own software technology with its dedicated team of developers.

 

The historical financial statements presented are the financial statements of PLC. The Acquisition and Share Exchange Agreement was treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of the merger, the net liabilities of the legal acquirer, Limited, were $57,107.

 

The combined entities are referred to hereafter as the “Company.”

 

On May 28, 2020, the Company acquired 3.5 billion iRide tokens in exchange for 80 million shares provided to iRide.io Tech Pte., Ltd., valued at $8,000, which was immediately expensed.

 

On July 14, 2020, a change in control of the Company was affected by a privately held corporation (American Software Company, controlled by 2 individuals) acquiring 83% of the outstanding stock from other control individuals.  As part of this transaction, the Company transferred the 3.5 billion iRide tokens and 1,745,406 shares of its common stock to American Software in exchange for all technology, software codes and other intelligent products of the Lukki Exchange, a non-operating cyber coin exchange.  Since the Lukki exchange had no previous material revenue nor assets, the acquisition has been accounted for as an asset acquisition and due to the fact that it has no value, and the parties to this transaction are related, the transaction has been accounted for as $(0), the value of the tokens are $(0), and no financial statements are being provided as part of the transaction.  

 

As a condition to the closing of the transactions contemplated in the Asset Purchase Agreement shareholders agreed to cancel an aggregate of 174,540,600 shares of Common Stock of the Company, and the holders of the Company’s Series A, B, C, D and E warrants agreed to the cancellation of all such warrants.

On April 25, 2022 Token Communities, Ltd. (the “Company”) closed on the sale of the “Lukki Exchange” and related Lukki tokens in exchange for Fifty Thousand Dollars. This consideration has not been received by the Company and was written off on June 30, 2023.

 

On January 10, 2023 Token Communities Ltd. (the “Company”) entered into a Stock Purchase Agreement with Elements of Health and Wellness, Inc., a company incorporated in the Florida (“Elements”) whereby the Company acquired ninety shares of common stock of Elements (which represents ninety percent of the outstanding shares of common stock of Elements) in exchange for the issuance of a promissory note in the principal amount of Two Hundred Twenty Five Thousand Dollars ($225,000) (the “Note”). The Note provides for a term of five years and bears interest at a rate of three percent per annum. The transactions set forth above closed on January 10, 2023. As a result of the closing of transaction set forth above, Elements has become a subsidiary of the Company and the Company has expanded its business operations into the health and wellness sector.

 

Basis of Presentation

 

The accompanying consolidated financial statements (“CFS”) were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Limited’s functional currency is the United States Dollars (“$” or “USD”) and Limited’s wholly-owned subsidiary, PLC’s functional currency is the Pound Sterling (“GBP”).  

 

Going Concern

 

The accompanying CFS were prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern.  The Company had a stockholders’ deficit of $1,422,499 at September 30, 2023 and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.  

 

The accompanying CFS do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going concern.

 

Foreign Currency Translation

 

The accounts of Limited are maintained in USD and the accounts of PLC are maintained in GBP. The accounts of PLC are translated into USD in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830 Foreign Currency Transaction , with the GBP as the functional currency. According to Topic 830, all assets and liabilities are translated at the exchange rate on the balance sheet date, stockholders’ equity is translated at historical rates and statement of operations items are translated at the weighted average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income (loss) in accordance with ASC Topic 220, Comprehensive Income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the statement of operations and comprehensive income (loss). The following table details the exchange rates used for the periods.

 

 

 

Sep 30, 

2023

 

 

Sep 30, 

2022

 

Period end: GBP to USD exchange rate

 

$1.2200

 

 

$1.120000

 

Average period: GBP to USD exchange rate

 

$1.2200

 

 

$1.170000

 
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of CFS in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the CFS and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

Principles of Consolidation

 

The accompanying CFS include the accounts of Limited, its wholly owned subsidiary PLC and its majority owned subsidiary Elements of Health and Wellness Inc. All significant intercompany transactions and balances were eliminated in consolidation.

 

Cash Equivalents

 

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.

 

Fair Value of Financial Instruments

 

For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, trust liability and advances, the carrying amounts approximate their fair values due to their short maturities.

 

FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value (“FV”) of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

 

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

 

 

 

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

 

 

 

●

Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.

Revenue Recognition

 

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on July 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from advisory fees and related services, and the Company has no significant post-delivery obligations, this did not result in a material recognition of revenue on our accompanying CFS for the cumulative impact of applying this new standard. The Company had no revenue during either during the three months ended June 30, 2023.

 

Basic and Diluted Earnings (loss) Per Share

 

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive securities are converted.  Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during any of the periods presented in these financial statements.

 

Foreign Currency Transactions and Comprehensive Income

 

U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s subsidiary is the GBP. Translation gain (loss) of $3,772 at September 30, 2023 and $(29) at September 30, 2022 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.

 

Statement of Cash Flows

 

Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 

Immaterial Out of Period Adjustments

 

During the three months ended September 30, 2023, the Company identified an immaterial error related to the exclusion of cash balances that impacted the Company’s previously issued June 30, 2023 consolidated financial statements. Management evaluated the effect of the error on the June 30, 2023 financial statements and concluded the error was not material. As a result, in the three months ended September 30, 2023, the Company recorded an out of period adjustment to increase cash, increase related party debt and increase accumulated deficit.

Adjustments

 

The following unaudited tables present the impact of the adjustments on the Company’s previously reported consolidated financial statements as of and for the year ended June 30, 2023. The values as previously reported were derived from the Company’s original Form 10-K previously filed with the Securities and Exchange Commission:

 

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Assets

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

-

 

 

 

1,130

 

 

 

1,130

 

Total Assets

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Due to related parties

 

 

1,312,748

 

 

 

1,445

 

 

 

1,314,193

 

Total liabilities

 

 

1,386,633

 

 

 

1,445

 

 

 

1,388,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder's Deficit

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(2,576,157)

 

 

(315)

 

 

(2,576,472)

Total stockholders' deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

Total liabilities and stockholders' deficit

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Operating expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

 

30,419

 

 

 

315

 

 

 

30,734

 

Total operating expenses

 

 

79,100

 

 

 

315

 

 

 

79,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(79,100)

 

 

(315)

 

 

(79,415)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before non-controlling interest

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Less non-controlling interest

 

 

(5,192)

 

 

(31)

 

 

(5,223)

Net income (loss)

 

 

(74,723)

 

 

(284)

 

 

(75,007)

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

(123,601)

 

 

(284)

 

 

(123,885)

 

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Stockholders' deficit

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

(79,915)

 

 

(315)

 

 

(75,007)

Total stockholder's deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

 

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Loan payable - related party

 

 

54,072

 

 

 

1,445

 

 

 

55,517

 

Net cash used in operating activities

 

 

48,878

 

 

 

1,130

 

 

 

50,008

 

Cash and equivalents, end of period

 

 

-

 

 

 

1,130

 

 

 

1,130

 
v3.24.2.u1
STOCKHOLDERS EQUITY
 3 Months Ended
Sep. 30, 2023
STOCKHOLDERS EQUITY  
STOCKHOLDERS' EQUITY

NOTE 3 - STOCKHOLDERS’ EQUITY

 

As of September 30, 2023, the authorized share capital of the Company consists of 5,000,000,000 shares of common and 20,000,000 shares of preferred stock with $0.0001 par value. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.
v3.24.2.u1
RELATED PARTY TRANSACTIONS
 3 Months Ended
Sep. 30, 2023
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

 

Amounts due to a related party are for advances made by a stockholder of the Company. The balance due of $1,346,106 and $1,314,193 as of September 30, 2023 and September 30, 2022 respectively, is presented as due to related parties in the accompanying consolidated balance sheet.  The amounts due are non-interest bearing and payable upon demand.

v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 5 - COMMITMENTS AND CONTINGENCIES

 

The Company is party to certain legal proceedings from time to time incidental to the conduct of its business. These proceedings could result in fines, penalties, compensatory or treble damages or non-monetary relief. The nature of legal proceedings is such that the Company cannot assure the outcome of any particular matter, and an unfavorable ruling or development could have a materially adverse effect on the Company’s CFS in the period in which a ruling or settlement occurs. However, based on information available to the Company’s management to date, the Company’s management does not expect the outcome of any matter pending against the Company is likely to have a material effect on the Company’s CFS.

 

On July 6, 2018 PLC entered into a binding agreement to purchase 75% of new issued ordinary shares of i-Deal Corp Limited, which has developed a communication platform for Publicly Listed, Private companies and investors around the globe. i-Deal Corp Limited established the i-DX communication platform for companies and investors and has more than 2,000 diverse users. The i-DX platform has seen activity from more than 40 countries with placings of equity and debt across a broad range of industries including oil and gas, real estate, automotive, pharmaceuticals, beverages, software, mining, alternative energy, and financial services These users include listed and private companies, and blockchain companies; private and institutional investors; investment companies (angel investors and VCs); and P2P lending funds. The platform is also used by intermediaries representing multiple clients to reach international investors to enlarge their existing distribution network. i-Dx is exclusively a communication platform that matches and allows companies and potential investors to initially contact each other. i-Deal Corp Limited and i-DX does not transact, promote, advise, make recommendations, trade, bring about or earn commission on any financial transactions.

 

In order for the transaction to become effective it was acknowledged by both parties that the Company needs to raise the required funding to finance the transaction. Both parties agreed that the date for the first closing ($500,000) will take place by bank transfer no later than mid-March 2019. The following payments will be 90 days later (i.e. on or before May 31, 2019) as follows: $2,250,000 by way of bank transfer and $2,250,000 by the issue of 2,250,000 new shares of common stock of the Company. As of the date of this report the transaction had not yet closed and the Company does not anticipate this will close.
v3.24.2.u1
SUBSEQUENT EVENTS
 3 Months Ended
Sep. 30, 2023
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 6 – SUBSEQUENT EVENTS   

 

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2023 to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
v3.24.2.u1
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
 3 Months Ended
Sep. 30, 2023
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS  
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 7 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

The Company has restated its consolidated balance sheets as of June 30, 2023 and June 30, 2022 and its consolidated statement of operations and consolidated statements of owner’s equity for the fiscal years ended June 30, 2023 and June 30, 2022, along with certain related notes to such restated consolidated financial statements. In addition, the Company has restated its consolidated statement of cash flows for the fiscal years ended June 30, 2023 and June 30, 2022.

 

The Company determined that the restatement was necessary after an investigation was conducted by the Company’s Board of Directors with the assistance of independent accountants.  The restatement corrects errors that were identified as a result of an investigation, as well as certain other errors that were identified by the Company. In addition, the restatement reflects corrections of certain accounts receivables and inventory balances that were no longer valid as well as certain income and expenses items that were incorrectly recorded and were identified by the Company in the normal course of business when the consolidated financial statements for the fiscal years ended June 30, 2023 and June 30, 2022 were originally issued. In connection with the restatement, the Company has determined that it would be appropriate to correct such errors.
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Use of Estimates

The preparation of CFS in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the CFS and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Principles of Consolidation

The accompanying CFS include the accounts of Limited, its wholly owned subsidiary PLC and its majority owned subsidiary Elements of Health and Wellness Inc. All significant intercompany transactions and balances were eliminated in consolidation.

Cash Equivalents

For the purpose of the statement of cash flows, cash equivalents include time deposits, certificate of deposits, and all highly liquid debt instruments with original maturities of three months or less.
Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, accounts receivable, accounts payable, trust liability and advances, the carrying amounts approximate their fair values due to their short maturities.

 

FASB ASC Topic 820, Fair Value Measurements and Disclosures, requires disclosure of the fair value (“FV”) of financial instruments held by the Company. FASB ASC Topic 825, Financial Instruments, defines FV, and establishes a three-level valuation hierarchy for disclosures of FV measurement that enhances disclosure requirements for FV measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their FVs because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

 

 

●

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 

 

 

 

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

 

 

 

●

Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the FV measurement.

 

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic 480, Distinguishing Liabilities from Equity, and FASB ASC Topic 815, Derivatives and Hedging.
Revenue Recognition

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on July 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from advisory fees and related services, and the Company has no significant post-delivery obligations, this did not result in a material recognition of revenue on our accompanying CFS for the cumulative impact of applying this new standard. The Company had no revenue during either during the three months ended June 30, 2023.
Basic and Diluted Earnings (loss) Per Share

Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding. Diluted EPS is based on the assumption that all dilutive securities are converted.  Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. There were no potentially dilutive securities outstanding during any of the periods presented in these financial statements.
Foreign Currency Transactions and Comprehensive Income

U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s subsidiary is the GBP. Translation gain (loss) of $3,772 at September 30, 2023 and $(29) at September 30, 2022 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.
Statement of Cash Flows

Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rates. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.
Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.
Immaterial Out of Period Adjustments

During the three months ended September 30, 2023, the Company identified an immaterial error related to the exclusion of cash balances that impacted the Company’s previously issued June 30, 2023 consolidated financial statements. Management evaluated the effect of the error on the June 30, 2023 financial statements and concluded the error was not material. As a result, in the three months ended September 30, 2023, the Company recorded an out of period adjustment to increase cash, increase related party debt and increase accumulated deficit.
Adjustments

The following unaudited tables present the impact of the adjustments on the Company’s previously reported consolidated financial statements as of and for the year ended June 30, 2023. The values as previously reported were derived from the Company’s original Form 10-K previously filed with the Securities and Exchange Commission:

 

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Assets

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

-

 

 

 

1,130

 

 

 

1,130

 

Total Assets

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Due to related parties

 

 

1,312,748

 

 

 

1,445

 

 

 

1,314,193

 

Total liabilities

 

 

1,386,633

 

 

 

1,445

 

 

 

1,388,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder's Deficit

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(2,576,157)

 

 

(315)

 

 

(2,576,472)

Total stockholders' deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

Total liabilities and stockholders' deficit

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Operating expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

 

30,419

 

 

 

315

 

 

 

30,734

 

Total operating expenses

 

 

79,100

 

 

 

315

 

 

 

79,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(79,100)

 

 

(315)

 

 

(79,415)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before non-controlling interest

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Less non-controlling interest

 

 

(5,192)

 

 

(31)

 

 

(5,223)

Net income (loss)

 

 

(74,723)

 

 

(284)

 

 

(75,007)

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

(123,601)

 

 

(284)

 

 

(123,885)

 

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Stockholders' deficit

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

(79,915)

 

 

(315)

 

 

(75,007)

Total stockholder's deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

 

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Loan payable - related party

 

 

54,072

 

 

 

1,445

 

 

 

55,517

 

Net cash used in operating activities

 

 

48,878

 

 

 

1,130

 

 

 

50,008

 

Cash and equivalents, end of period

 

 

-

 

 

 

1,130

 

 

 

1,130

 
v3.24.2.u1
ORGANIZATION AND BASIS OF PRESENTATION (Tables)
 3 Months Ended
Sep. 30, 2023
ORGANIZATION AND BASIS OF PRESENTATION  
Schedule of Foreign Currency Translation

 

 

Sep 30, 

2023

 

 

Sep 30, 

2022

 

Period end: GBP to USD exchange rate

 

$1.2200

 

 

$1.120000

 

Average period: GBP to USD exchange rate

 

$1.2200

 

 

$1.170000

 
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 3 Months Ended
Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of previously reported consolidated financial statements

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Assets

 

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

-

 

 

 

1,130

 

 

 

1,130

 

Total Assets

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Due to related parties

 

 

1,312,748

 

 

 

1,445

 

 

 

1,314,193

 

Total liabilities

 

 

1,386,633

 

 

 

1,445

 

 

 

1,388,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder's Deficit

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(2,576,157)

 

 

(315)

 

 

(2,576,472)

Total stockholders' deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

Total liabilities and stockholders' deficit

 

 

-

 

 

 

1,130

 

 

 

1,130

 

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Operating expenses

 

 

 

 

 

 

 

 

 

General and administrative

 

 

30,419

 

 

 

315

 

 

 

30,734

 

Total operating expenses

 

 

79,100

 

 

 

315

 

 

 

79,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(79,100)

 

 

(315)

 

 

(79,415)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before non-controlling interest

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Less non-controlling interest

 

 

(5,192)

 

 

(31)

 

 

(5,223)

Net income (loss)

 

 

(74,723)

 

 

(284)

 

 

(75,007)

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

 

(123,601)

 

 

(284)

 

 

(123,885)

 

 

 As of June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Stockholders' deficit

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

(79,915)

 

 

(315)

 

 

(75,007)

Total stockholder's deficit

 

 

(1,386,633)

 

 

(315)

 

 

(1,386,948)

 

 

 For the fiscal year ended June 30, 2023

 

 

 

 As Previously Reported

 

 

 Adjustment

 

 

 As Adjusted

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

(79,915)

 

 

(315)

 

 

(80,230)

Loan payable - related party

 

 

54,072

 

 

 

1,445

 

 

 

55,517

 

Net cash used in operating activities

 

 

48,878

 

 

 

1,130

 

 

 

50,008

 

Cash and equivalents, end of period

 

 

-

 

 

 

1,130

 

 

 

1,130

 
v3.24.2.u1
ORGANIZATION AND BASIS OF PRESENTATION (Details)
Sep. 30, 2023
Sep. 30, 2022
ORGANIZATION AND BASIS OF PRESENTATION    
Period end: GBP to USD exchange rate 1.2200 1.120000
Average period: GBP to USD exchange rate 1.2200 1.170000
v3.24.2.u1
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended
Jan. 10, 2023
Jul. 14, 2020
May 28, 2020
Feb. 26, 2018
Sep. 30, 2023
Common shares to treasury       19,266,000  
Promissory Note Issued $ 225,000        
Common stock of ownership percentage       100.00%  
Percentage of outstanding common stock issued       64.00%  
PLC acquired       172,800,000  
Shares outstanding, prior to merger         116,466,000
Surrendered shares, amount         19,266,000
Net liabilities of legal acquirer (in Dollars)         $ 57,107
Tokens acquired   0      
Stock cancelled during period   174,540,600      
Stockholders' deficit (in Dollars)         $ (1,422,499)
iRideio Tech Pte Ltd [Member]          
Tokens acquired     3,500,000,000    
Stock Issued During Period, Shares, Acquisitions     80,000,000    
Acquired shares, value (in Dollars)     $ 8,000    
American Software Capital, Inc. [Member]          
Tokens acquired   3,500,000,000      
Percentage of outstanding stock, acquired   83.00%      
Acquired shares, amount   1,745,406      
Transaction cost (in Dollars)   $ 0      
Common Stock          
Shares outstanding, after merger         270,000,000
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
Sep. 30, 2023
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2021
Jun. 30, 2021
Total Assets $ 9,070 $ 1,130      
Due to related parties 1,346,106 1,314,193      
Accumulated deficit (2,613,829) (2,576,440)      
Total stockholders' deficit (1,422,499) (1,386,948) $ (1,257,841) $ (1,205,638) $ (1,028,756)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 9,070 1,130      
Previously reported [Member]          
Cash and cash equivalents   0      
Total Assets   0      
Due to related parties   1,312,748      
Total Liabilities   1,386,633      
Accumulated deficit   (2,576,157)      
Total stockholders' deficit   (1,386,633)      
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   0      
Adjustment [Member]          
Cash and cash equivalents   1,130      
Total Assets   1,130      
Due to related parties   1,445      
Total Liabilities   1,445      
Accumulated deficit   (315)      
Total stockholders' deficit   (315)      
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   1,130      
As Adjusted [Member]          
Cash and cash equivalents   1,130      
Total Assets   1,130      
Due to related parties   1,314,193      
Total Liabilities   1,388,078      
Accumulated deficit   (2,576,472)      
Total stockholders' deficit   (1,386,948)      
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $ 1,130      
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)
 3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2021
Jun. 30, 2023
General and administrative $ 10,943 $ 59,035    
TOTAL OPERATING EXPENSES 41,115 126,683    
LOSS FROM OPERATIONS (39,323) (126,683)    
Net income (loss) (39,323) (126,683) $ (160,391) $ (80,229)
Comprehensive income (loss) $ (33,617) $ (126,712)    
Previously reported [Member]        
Net income (loss)       (79,915)
Previously reported [Member] | Operating Income Loss        
General and administrative       30,419
TOTAL OPERATING EXPENSES       79,100
LOSS FROM OPERATIONS       (79,100)
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST       (79,915)
Less non-controlling interest       (5,192)
Net income (loss)       (74,723)
Comprehensive income (loss)       (123,601)
Adjustment [Member]        
Net income (loss)       (315)
Adjustment [Member] | Operating Income Loss        
General and administrative       315
TOTAL OPERATING EXPENSES       315
LOSS FROM OPERATIONS       (315)
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST       (315)
Less non-controlling interest       (31)
Net income (loss)       (284)
Comprehensive income (loss)       (284)
As Adjusted [Member]        
Net income (loss)       (75,007)
As Adjusted [Member] | Operating Income Loss        
General and administrative       30,734
TOTAL OPERATING EXPENSES       79,415
LOSS FROM OPERATIONS       (79,415)
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST       (80,230)
Less non-controlling interest       (5,223)
Net income (loss)       (75,007)
Comprehensive income (loss)       $ (123,885)
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)
 3 Months Ended 6 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2021
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2021
Net income (loss) $ (39,323) $ (126,683) $ (160,391) $ (80,229)    
Total stockholders' deficit $ (1,422,499)   $ (1,205,638) (1,386,948) $ (1,257,841) $ (1,028,756)
Previously reported [Member]            
Net income (loss)       (79,915)    
Total stockholders' deficit       (1,386,633)    
Adjustment [Member]            
Net income (loss)       (315)    
Total stockholders' deficit       (315)    
As Adjusted [Member]            
Net income (loss)       (75,007)    
Total stockholders' deficit       $ (1,386,948)    
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($)
 3 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2023
Loan payable - related party $ 31,913 $ 126,712  
Net cash used in operating activities (2,675) 29  
CASH AND EQUIVALENTS, END OF PERIOD $ 2,227 $ 312 $ 1,130
Previously reported [Member]      
Net income (loss)     (79,915)
Loan payable - related party     54,072
Net cash used in operating activities     48,878
CASH AND EQUIVALENTS, END OF PERIOD     0
Adjustment [Member]      
Net income (loss)     (315)
Loan payable - related party     1,445
Net cash used in operating activities     1,130
CASH AND EQUIVALENTS, END OF PERIOD     1,130
As Adjusted [Member]      
Net income (loss)     (80,230)
Loan payable - related party     55,517
Net cash used in operating activities     50,008
CASH AND EQUIVALENTS, END OF PERIOD     $ 1,130
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
Sep. 30, 2023
Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Other comprehensive income $ 3,772 $ (29)
v3.24.2.u1
STOCKHOLDERS EQUITY (Details Narrative) - $ / shares
 3 Months Ended
Sep. 30, 2023
Jun. 30, 2023
STOCKHOLDERS EQUITY    
Common stock, shares authorized 5,000,000,000 5,000,000,000
Preferred stock, shares authorized 20,000,000  
Preferred stock, par value (in Dollars per share) $ 0.0001  
Common stock, voting rights Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote  
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
Sep. 30, 2023
Sep. 30, 2022
RELATED PARTY TRANSACTIONS    
Due of related parties $ 1,346,106 $ 1,314,193
v3.24.2.u1
COMMITMENTS AND CONTINGENCIES (Details Narrative)
 3 Months Ended
Jul. 06, 2018
Sep. 30, 2023
COMMITMENTS AND CONTINGENCIES    
Purchase percentage 75.00%  
Description of transaction description   Both parties agreed that the date for the first closing ($500,000) will take place by bank transfer no later than mid-March 2019. The following payments will be 90 days later (i.e. on or before May 31, 2019) as follows: $2,250,000 by way of bank transfer and $2,250,000 by the issue of 2,250,000 new shares of common stock of the Company. As of the date of this report the transaction had not yet closed and the Company does not anticipate this will close
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