Cover
Cover - shares | 6 Months Ended | |
Dec. 31, 2022 | Feb. 17, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | Token Communities Ltd. | |
Entity Central Index Key | 0001683252 | |
Document Type | 10-Q | |
Amendment Flag | false | |
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 | Dec. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 2,095,671,162 | |
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 | 4802 Lena Road | |
Entity Address Address Line 2 | Unit 105 | |
Entity Address City Or Town | Bradenton | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 34211 | |
City Area Code | 631 | |
Local Phone Number | 397-1111 | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
CONSOLIDATED BALANCE SHEET | ||
Cash and equivalents | $ 312 | $ 312 |
Deposits | 50,000 | 50,000 |
Total current assets | 50,312 | 50,312 |
Other assets | 836 | 836 |
TOTAL ASSETS | 51,148 | 51,148 |
Current Liabilities: | ||
Accounts payable | 472,488 | 472,488 |
Accrued expenses | 354,542 | 354,542 |
Due to related parties | 1,425,676 | 1,258,676 |
Total current liabilities | 2,252,706 | 2,085,706 |
STOCKHOLDERS' DEFICIT | ||
2,095,872,947 shares issued and outstanding, respectively | 209,587 | 209,587 |
Additional paid-in capital | 1,039,610 | 1,039,610 |
Other comprehensive income | (8,977) | (5,603) |
Accumulated deficit | (3,441,778) | (3,278,152) |
Total stockholders' deficit | (2,201,558) | (2,034,558) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 51,148 | $ 51,148 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parentheticals) - shares | Dec. 31, 2022 | Jun. 30, 2022 |
CONSOLIDATED BALANCE SHEET | ||
Common stock, shares issued | 2,095,872,947 | 2,095,872,947 |
Common stock, shares outstanding | 2,095,872,947 | 2,095,872,947 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES | ||||
General and administrative | 36,943 | 32,469 | 163,626 | 160,391 |
TOTAL OPERATING EXPENSES | 36,943 | 32,469 | 163,626 | 160,391 |
LOSS FROM OPERATIONS | (36,943) | (32,469) | (163,626) | (160,391) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (36,943) | (32,469) | (163,626) | (160,391) |
Foreign exchange translation gain (loss) | (3,345) | (8,750) | (3,374) | (16,491) |
Comprehensive income | $ (40,288) | $ (41,219) | $ (167,000) | $ (176,882) |
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | 2,095,671,162 | 2,095,671,162 | 2,095,671,162 | 2,095,671,162 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY - USD ($) | Total | Common Stock | Additional Paid-In Capital | Comprehensive Income [Member] | Retained Earnings (Accumulated Deficit) |
Balance, shares at Jun. 30, 2021 | 2,095,277,785 | ||||
Balance, amount at Jun. 30, 2021 | $ (1,753,869) | $ 209,587 | $ 1,039,610 | $ 12,720 | $ (3,015,786) |
Foreign currency translation gain, shares | 0 | ||||
Foreign currency translation gain, amount | (16,491) | $ 0 | 0 | (16,491) | 0 |
Net income for the period, shares | 0 | ||||
Net income for the period, amount | (160,391) | $ 0 | 0 | 0 | (160,391) |
Balance, shares at Dec. 31, 2021 | 2,095,277,785 | ||||
Balance, amount at Dec. 31, 2021 | (1,930,750) | $ 209,587 | 1,039,610 | (3,771) | (3,176,177) |
Balance, shares at Jun. 30, 2022 | 2,095,671,162 | ||||
Balance, amount at Jun. 30, 2022 | (2,034,558) | $ 209,587 | 1,039,610 | (5,603) | (3,278,152) |
Foreign currency translation gain, shares | 0 | ||||
Foreign currency translation gain, amount | (3,374) | $ 0 | 0 | (3,374) | 0 |
Net income for the period, shares | 0 | ||||
Net income for the period, amount | (163,626) | $ 0 | 0 | 0 | (163,626) |
Balance, shares at Dec. 31, 2022 | 2,095,671,162 | ||||
Balance, amount at Dec. 31, 2022 | $ (2,201,558) | $ 209,587 | $ 1,039,610 | $ (8,977) | $ (3,441,778) |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (163,626) | $ (160,391) |
Adjustments to reconcile net income to net cash used in operating activities | ||
Net cash used in operating activities | (163,626) | (160,391) |
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 | 167,000 | 176,882 |
Net cash provided by financing activities | 167,000 | 176,882 |
Effect of exchange rate changes on cash and equivalents | (3,374) | (16,491) |
NET DECREASE IN CASH AND EQUIVALENTS | 0 | 0 |
CASH AND EQUIVALENTS, BEGINNING OF PERIOD | 312 | 312 |
CASH AND EQUIVALENTS, END OF PERIOD | $ 312 | $ 312 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 6 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
NOTE 1 - 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. 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 it’s 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 facts 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 $(0), and no financial statements are being provided as part of the transaction. As a condition to the closing of the transactions contemplated in the Asset Purchase Agreement shareholders agreed to cancel an aggregate of 174,540,600 shares of Common Stock of the Company, and the holders of the Company’s Series A, B, C, D and E warrants agreed to the cancellation of all such warrants. On April 25, 2022 Token Communities, Ltd. (the “Company”) closed on the sale of the “Lukki Exchange” and related Lukki tokens in exchange for Fifty Thousand Dollars. This was due to the Chinese governments restrictions on foreign cryptocurrencies. Given this the Company has remained in the advisory and consulting or companies regarding block chain technology, and has maintained a remote staff in China to conduct research and development on naturopathic medicine. Basis of Presentation The accompanying consolidated financial statements (“CFS”) were prepared in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). Limited’s functional currency is the United States Dollars (“$” 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 $3,441,778 at December 31, 2022 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 Comprehensive Income December 31, 2022 December 31, 2021 Period end: GBP to USD exchange rate $ 1.12 $ 1.37 Average period: GBP to USD exchange rate $ 1.17 $ 1.31 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - 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 and its wholly-owned Subsidiary, PLC. 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. Accounts Receivable Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of December 31, 2022 and 2021, the allowance for uncollectible accounts receivable was zero, respectively. 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 Financial Instruments · 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 Derivatives and Hedging The Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being recorded in results of operations as adjustments to fair value of derivatives. Revenue Recognition ASU No. 2014-09 Revenue from Contracts with Customers Topic 606. Topic 605, Revenue Recognition Revenue from advisory fees and related services are recognized under Topic 606 · executed contract(s) with our customer(s) that we believe is legally enforceable; · identification of performance obligation in the respective contract; · determination of the transaction price for each performance obligation in the respective contract; · allocation of the transaction price to each performance obligation; and · recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to the Company’s only revenue category, are summarized below: · Advisory fees and related services – the Company charges advisory fees for a suite of one to two dozen services that include advising on where to establish a corporation, establishing the corporation (often Gibraltar or Malta), writing white paper, setting up website, making videos or animations describing the company and its business, engaging in public relations, and introducing potential investors. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. Basic and Diluted Earnings (loss) Per Share Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share 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 loss of $5,603 at December 31, 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 In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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. Risks and Uncertainties In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally fiscal first quarter and potentially beyond. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations. The measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES | |
NOTE 3 - ACCRUED EXPENSES | NOTE 3 - ACCRUED EXPENSES Accrued expenses payable consisted of the following at December 31, 2022 and June 30, 2022: December 31, 2022 June 30, 2022 Director fees $ 236,582 $ 236,582 Accrued professional services 31,000 31,000 Other 86,960 86,960 Total Accrued Expenses $ 354,542 $ 354,542 |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 6 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |
NOTE 4 - STOCKHOLDERS' EQUITY | NOTE 4 - STOCKHOLDERS’ EQUITY As of December 31, 2022, 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. On July 23, 2019, the Company issued 80,000,000 shares as part of an acquisition whose terms were considered immaterial. On June 30, 2020 the Company issued 277,200 shares of common stock in settlement of debt of $268,942. On July 14, 2020, the Company issued 1,745,000,585 shares as part of the acquisition agreement described in Note 1. This resulted in an expense on the income statement in the amount of $ 174,500. On August 12, 2020, the Company issued 595,162 shares of common stock for services with a deemed value of $ 595,162. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
NOTE 5 - RELATED PARTY TRANSACTIONS | NOTE 5 - RELATED PARTY TRANSACTIONS Amounts due to a related party are for advances made by a stockholder of the Company. The balance due of $1,425,676 and $1,258,676 as at December 31, 2022 and June 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. In the period ended June 30, 2021, certain related parties forgave advances and accrued expenses in the amount of $262,116. This resulted in a gain on forgiveness of debt on the income statement in the amount of $262,116. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 6 - COMMITMENTS AND CONTINGENCIES | NOTE 6 - 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, 20219) 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. On April 2, 2019, the Company executed an Acquisition and Exchange Agreement with Lalit Kumar Verma and Manickam Mahalingam, who together control 100% of the common shares of ABT Auto Investments Ltd., a private English company. Pursuant to the Agreement, Messrs. Verma and Mahalingam were to exchange 96,001 shares, representing 100% of the common shares of ABT Auto Investments Ltd for a total of 3,530,000,000 new issue treasury shares issued by the Company, representing 95% ownership of the Company. On June 20, 2019, the Company executed a Mutual Rescission and Release Agreement, mutually rescinding the Acquisition and Exchange Agreement with Fortress Ventures LLC represented by Lalit Kumar Verma and with ABT Investments India Pvt Ltd represented by Manickam Mahalingam. The Mutual Rescission and Release agreement executed and became effective as of June 20, 2019. As a consequence of its execution and the rescinding of the Share Exchange and Acquisition Agreement, the Company will not issue the 3,530,000,000 shares of common stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
NOTE 7 - SUBSEQUENT EVENTS | NOTE 7 - SUBSEQUENT EVENTS In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to December 31, 2022 to the date these financial statements were prepared. The Company has determined there are no subsequent events except as noted below. 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. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2022 | |
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 and its wholly-owned Subsidiary, PLC. 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. |
Accounts Receivable | Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified. As of December 31, 2022 and 2021, the allowance for uncollectible accounts receivable was zero, respectively. |
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 Financial Instruments · 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 Derivatives and Hedging The Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being recorded in results of operations as adjustments to fair value of derivatives. |
Revenue Recognition | ASU No. 2014-09 Revenue from Contracts with Customers Topic 606. Topic 605, Revenue Recognition Revenue from advisory fees and related services are recognized under Topic 606 · executed contract(s) with our customer(s) that we believe is legally enforceable; · identification of performance obligation in the respective contract; · determination of the transaction price for each performance obligation in the respective contract; · allocation of the transaction price to each performance obligation; and · recognition of revenue only when the Company satisfies each performance obligation. These five elements, as applied to the Company’s only revenue category, are summarized below: · Advisory fees and related services – the Company charges advisory fees for a suite of one to two dozen services that include advising on where to establish a corporation, establishing the corporation (often Gibraltar or Malta), writing white paper, setting up website, making videos or animations describing the company and its business, engaging in public relations, and introducing potential investors. |
Income Taxes | The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented. |
Basic and Diluted Earnings (loss) Per Share | Earnings per share is calculated in accordance with ASC Topic 260, Earnings Per Share |
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 loss of $5,603 at December 31, 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 | In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers 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. |
Risks and Uncertainties | In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally fiscal first quarter and potentially beyond. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations. The measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time. |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
ORGANIZATION AND BASIS OF PRESENTATION | |
Foreign Currency Translation | December 31, 2022 December 31, 2021 Period end: GBP to USD exchange rate $ 1.12 $ 1.37 Average period: GBP to USD exchange rate $ 1.17 $ 1.31 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES | |
Schedule of accrued expenses payable | December 31, 2022 June 30, 2022 Director fees $ 236,582 $ 236,582 Accrued professional services 31,000 31,000 Other 86,960 86,960 Total Accrued Expenses $ 354,542 $ 354,542 |
ORGANIZATION AND BASIS OF PRE_3
ORGANIZATION AND BASIS OF PRESENTATION (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
ORGANIZATION AND BASIS OF PRESENTATION | ||
Period end: GBP to USD exchange rate | 1.12 | 1.37 |
Average period: GBP to USD exchange rate | 1.17 | 1.31 |
ORGANIZATION AND BASIS OF PRE_4
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||
Jul. 14, 2020 | May 28, 2020 | Feb. 26, 2018 | Dec. 31, 2022 | |
Common shares to treasury | 19,266,000 | |||
Common stock of ownership percentage | 100% | |||
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 | |||
Stock cancelled during period | 174,540,600 | |||
Stockholders' deficit (in Dollars) | $ 3,441,778 | |||
Acquired shares, value (in Dollars) | $ 174,500 | |||
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% | |||
Acquired shares, amount | 1,745,406 | |||
Transaction cost (in Dollars) | $ 0 | |||
Token Communities PLC [Member] | ||||
Shares outstanding, after merger | 270,000,000 | |||
Common Stock | ||||
Common stock of ownership percentage | 64% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Dec. 31, 2022 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Allowance for uncollectible accounts receivable | $ 0 |
Largest amount of tax benefit percentage | 50% |
Other comprehensive income | $ 5,603 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2022 | Jun. 30, 2022 |
ACCRUED EXPENSES | ||
Director fees | $ 236,582 | $ 236,582 |
Accrued professional services | 31,000 | 31,000 |
Other | 86,960 | 86,960 |
Total Accrued Expenses | $ 354,542 | $ 354,542 |
STOCKHOLDERS EQUITY (Details Na
STOCKHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Aug. 12, 2020 | Jul. 14, 2020 | Jun. 30, 2020 | Jul. 23, 2019 | Dec. 31, 2022 | |
STOCKHOLDERS EQUITY | |||||
Common stock, shares authorized | 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 | ||||
Issued shares of acquisition | 1,745,000,585 | 80,000,000 | |||
Shares, Issued | 277,200 | ||||
Settelment of debt (in Dollars) | $ 268,942 | ||||
Expense on income statement (in Dollars) | $ 174,500 | ||||
Common stock for services | 595,162 | ||||
Common stock for services, value (in Dollars) | $ 595,162 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |||
Due of related parties | $ 1,425,676 | $ 1,258,676 | |
Related parties forgave advances and accrued expenses | $ 262,116 | ||
Gain on forgiveness of debt | $ 262,116 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended | ||
Apr. 02, 2019 | Jul. 06, 2018 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |||
Purchase percentage | 75% | ||
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, 20219) as follows: $2,250,000 by way of bank transfer and $2,250,000 by the issue of 2,250,000 new shares of common stock of the Company. As of the date of this report the transaction had not yet closed and the Company does not anticipate this will close. | ||
Acquisition and exchange agreement description | the Company executed an Acquisition and Exchange Agreement with Lalit Kumar Verma and Manickam Mahalingam, who together control 100% of the common shares of ABT Auto Investments Ltd., a private English company. Pursuant to the Agreement, Messrs. Verma and Mahalingam were to exchange 96,001 shares, representing 100% of the common shares of ABT Auto Investments Ltd for a total of 3,530,000,000 new issue treasury shares issued by the Company, representing 95% ownership of the Company. On June 20, 2019, the Company executed a Mutual Rescission and Release Agreement, mutually rescinding the Acquisition and Exchange Agreement with Fortress Ventures LLC represented by Lalit Kumar Verma and with ABT Investments India Pvt Ltd represented by Manickam Mahalingam. The Mutual Rescission and Release agreement executed and became effective as of June 20, 2019. As a consequence of its execution and the rescinding of the Share Exchange and Acquisition Agreement, the Company will not issue the 3,530,000,000 shares of common stock. |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - SUBSEQUENT EVENTS [Member] | Jan. 10, 2023 USD ($) |
Promissory note principal amount | $ 225,000 |
Interest rate on promissory notes | 3% |