Token Communities (TKCM) 10-Q/A 15 Oct 24 2024 Q2 Quarterly report (amended) Financial data

Cover

Cover - shares	6 Months Ended
	Dec. 31, 2023	Apr. 09, 2024
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	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
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 December 31, 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 December 31, 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.

CONSOLIDATED BALANCE SHEET

CONSOLIDATED BALANCE SHEET - USD ($)	Dec. 31, 2023	Jun. 30, 2023
Current Assets:
Cash and equivalents	$ 2,095	$ 1,130
Accounts Receivable	0	0
Inventory	11,848	0
Total current assets	13,943	1,130
Other assets	0	0
TOTAL ASSETS	13,943	1,130
Current Liabilities:
Accounts payable and accrued expenses	97,304	73,885
Unearned revenue	552	0
Due to related parties	1,414,275	1,314,193
Total current liabilities	1,512,131	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 December 31, 2023 and June 30, 2023	209,567	209,567
Additional paid-in capital	1,039,630	1,039,630
Accumulated Other comprehensive income	(70,061)	(54,481)
Accumulated deficit	(2,668,721)	(2,576,440)
Non-controlling interest	(8,603)	(5,224)
Total stockholders' deficit	(1,498,188)	(1,386,948)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 13,943	$ 1,130

CONSOLIDATED BALANCE SHEET (Par

CONSOLIDATED BALANCE SHEET (Parentheticals) - $ / shares	Dec. 31, 2023	Jun. 30, 2023
CONSOLIDATED BALANCE SHEET
Common stock, par value	$ 0.0001	$ 0.0001
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, shares outstanding	2,095,671,162	2,095,671,162

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
REVENUES	$ (276)	$ 0	$ 1,516	$ 0
OPERATING EXPENSES
Payroll Related Expenses	11,841	0	23,419	22,414
Rent Expense	0	0	0	10,234
Audit and Legal Fees	39,473	34,250	58,067	96,500
General and administrative	4,747	2,693	15,690	34,478
TOTAL OPERATING EXPENSES	56,061	36,943	97,176	163,626
LOSS FROM OPERATIONS	(56,337)	(36,943)	(95,660)	(163,626)
OTHER EXPENSES
Loss on Impairment	0	0	0	0
Gain on sale of Lukki Exchange	0	0	0	0
TOTAL OTHER EXPENSES	0	0	0	0
PROVISION FOR INCOME TAXES	0	0	0	0
NET LOSS BEFORE NON-CONTROLLING INTEREST	(56,337)	(36,943)	(95,660)	(163,626)
Less non-controlling interest	(1,445)	0	(3,379)	0
NET LOSS	(54,892)	(36,943)	(92,281)	(163,626)
Foreign exchange translation loss	(19,352)	(3,345)	(15,580)	(3,374)
Comprehensive loss	$ (74,244)	$ (40,288)	$ (107,861)	$ (167,000)
NET 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 (unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Comprehensive Income [Member]	Retained Earnings (Accumulated Deficit)	Noncontrolling Interest
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
Foreign currency translation gain	0	0	0	0	0	0
Net income for the period	0	0	0	0	0	0
Balance, amount at Sep. 30, 2022	(1,257,841)	$ 209,567	1,039,630	(5,603)	(2,501,435)	0
Balance shares at Sep. 30, 2022		2,095,671,162
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	(163,626)
Foreign currency translation gain (loss)	(3,374)
Balance, amount at Dec. 31, 2022	(1,257,841)	$ 209,567	1,039,630	(5,603)	(2,501,435)	0
Balance shares at Dec. 31, 2022		2,095,671,162
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
Balance, amount at Jun. 30, 2023	(1,386,948)	$ 209,567	1,039,630	(54,481)	(2,576,440)	(5,224)
Balance shares at Jun. 30, 2023		2,095,671,162
Balance shares at Sep. 30, 2022		2,095,671,162
Balance, amount at Sep. 30, 2022	(1,257,841)	$ 209,567	1,039,630	(5,603)	(2,501,435)	0
Foreign currency translation gain	0	0	0	0	0	0
Net income for the period	(36,943)	0	0	0	0	0
Foreign currency translation gain (loss)	(3,345)
Balance, amount at Dec. 31, 2022	(1,257,841)	$ 209,567	1,039,630	(5,603)	(2,501,435)	0
Balance shares at Dec. 31, 2022		2,095,671,162
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)
Net income for the period	(39,323)	0	0	0	(37,389)	(1,934)
Foreign currency translation gain (loss)	3,772	0	0	3,772	0	0
Balance, amount at Sep. 30, 2023	(1,422,499)	$ 209,567	1,039,630	(50,709)	(2,613,829)	(7,158)
Balance shares at Sep. 30, 2023		2,095,671,162
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)
Net income for the period	(95,660)
Foreign currency translation gain (loss)	(15,580)
Balance, amount at Dec. 31, 2023	(1,498,188)	$ 209,567	1,039,630	(70,061)	(2,668,721)	(8,603)
Balance shares at Dec. 31, 2023		2,095,671,162
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)
Net income for the period	(56,337)	0	0	0	(54,892)	(1,445)
Foreign currency translation gain (loss)	(19,352)	0	0	(19,352)	0	0
Balance, amount at Dec. 31, 2023	$ (1,498,188)	$ 209,567	$ 1,039,630	$ (70,061)	$ (2,668,721)	$ (8,603)
Balance shares at Dec. 31, 2023		2,095,671,162

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (95,660)	$ (163,626)
Other equity adjustments	0	0
Changes in operating assets and liabilities		0
Inventory	11,848	0
Accounts payable and accrued expenses	23,971	0
Loan payable - related party	100,082	167,000
Net cash used in operating activities	16,545	3,374
Effect of exchange rate changes on cash and equivalents	(15,580)	3,374
NET DECREASE IN CASH AND EQUIVALENTS	0	0
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	1,130	312
CASH AND EQUIVALENTS, END OF PERIOD	$ 2,095	$ 312

ORGANIZATION AND BASIS OF PRESE

ORGANIZATION AND BASIS OF PRESENTATION	6 Months Ended
	Dec. 31, 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 $1,498,188 at December 31, 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 Comprehensive Income Dec 31, 2023 Dec 31, 2022 Period end: GBP to USD exchange rate $ 1.2732 $ 1.120000 Average period: GBP to USD exchange rate $ 1.2732 $ 1.170000

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Dec. 31, 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. 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

STOCKHOLDERS EQUITY

STOCKHOLDERS EQUITY	6 Months Ended
	Dec. 31, 2023
STOCKHOLDERS EQUITY
STOCKHOLDERS' EQUITY	NOTE 3 - STOCKHOLDERS’ EQUITY As of December 31, 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.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Dec. 31, 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 balances of $1,414,275 and $1,314,193 as of December 31, 2023, and December 31, 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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Dec. 31, 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, to likely to have a material effect on the Company’s CFS.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Dec. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 6 - SUBSEQUENT EVENTS In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 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.

RESTATEMENT OF PREVIOUSLY ISSUE

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	6 Months Ended
	Dec. 31, 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 expense 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. As a result of the restatement, the Company has determined that it would be appropriate to correct such errors.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Dec. 31, 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 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
Revenue Recognition	ASU No. 2014-09 Revenue from Contracts with Customers Topic 606.
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 gain (loss) of ($19,352) at December 31, 2023 and ($3,345) 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	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

ORGANIZATION AND BASIS OF PRE_2

ORGANIZATION AND BASIS OF PRESENTATION (Tables)	6 Months Ended
	Dec. 31, 2023
ORGANIZATION AND BASIS OF PRESENTATION
Schedule of Foreign Currency Translation	Dec 31, 2023 Dec 31, 2022 Period end: GBP to USD exchange rate $ 1.2732 $ 1.120000 Average period: GBP to USD exchange rate $ 1.2732 $ 1.170000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Dec. 31, 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

ORGANIZATION AND BASIS OF PRE_3

ORGANIZATION AND BASIS OF PRESENTATION (Details)	Dec. 31, 2023	Dec. 31, 2022
ORGANIZATION AND BASIS OF PRESENTATION
Period end: GBP to USD exchange rate	1.2732	1.120000
Period end: CNY to USD exchange rate	1.2732	1.170000

ORGANIZATION AND BASIS OF PRE_4

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)			1 Months Ended		6 Months Ended
	Jan. 10, 2023	Jul. 14, 2020	May 28, 2020	Feb. 26, 2018	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Common shares to treasury				19,266,000
Promissory Note Issued	$ 225,000
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)					$ (1,498,188)	$ (1,422,499)	$ (1,386,948)	$ (1,257,841)	$ (1,257,841)	$ (1,257,841)
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 transferred		3,500,000,000
Percentage of outstanding stock, acquired		83%
Transferred shares, amount		1,745,406
Transaction cost (in Dollars)		$ 0
Value of transferred tokens		$ 0
Common Stock
Shares outstanding, after merger					270,000,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022
Total Assets	$ 13,943		$ 1,130
Due to related parties	1,414,275		1,314,193
Total current liabilities	1,512,131		1,388,078
Accumulated deficit	(2,668,721)		(2,576,440)
Total stockholders' deficit	(1,498,188)	$ (1,422,499)	(1,386,948)	$ (1,257,841)	$ (1,257,841)	$ (1,257,841)
Total liabilities and stockholders' deficit	$ 13,943		1,130
Previously reported [Member]
Cash and cash equivalents			0
Total Assets			0
Due to related parties			1,312,748
Total current 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 current 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 current liabilities			1,388,078
Accumulated deficit			(2,576,472)
Total stockholders' deficit			(1,386,948)
Total liabilities and stockholders' deficit			$ 1,130

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
General and administrative	$ 4,747	$ 2,693	$ 15,690	$ 34,478
Total operating expenses	56,061	36,943	97,176	163,626
Loss from operations	(56,337)	(36,943)	(95,660)	(163,626)
Net income (loss)	(54,892)	(36,943)	(92,281)	(163,626)
Comprehensive income	$ (74,244)	$ (40,288)	$ (107,861)	$ (167,000)
Previously reported [Member]
Net income (loss)					$ (79,915)
Previously reported [Member] | As Previously Reported [Member]
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					(123,601)
Adjustment [Member]
Net income (loss)					(315)
Adjustment [Member] | Operating Income Loss [Member]
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					(284)
Restated [Member] | Operating Income Loss [Member]
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					$ (123,885)

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022
Net income (loss) for the period	$ (54,892)	$ (36,943)	$ (92,281)	$ (163,626)
Total stockholders' deficit	$ (1,498,188)	$ (1,257,841)	$ (1,498,188)	$ (1,257,841)	$ (1,386,948)	$ (1,422,499)	$ (1,257,841)	$ (1,257,841)
Previously reported [Member]
Net income (loss) for the period					(79,915)
Total stockholders' deficit					(1,386,633)
Adjustment [Member]
Net income (loss) for the period					(315)
Total stockholders' deficit					(315)
As Adjusted [Member]
Net income (loss) for the period					(75,007)
Total stockholders' deficit					$ (1,386,948)

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2023
Net loss	$ (56,337)	$ (39,323)	$ (36,943)	$ 0	$ (95,660)	$ (163,626)
Loan payable - related party					100,082	167,000
Net cash used in operating activities					16,545	3,374
Cash and eqiuvalents, end of period					$ (15,580)	$ 3,374
Previously reported [Member]
Net loss							$ (79,915)
Loan payable - related party							54,072
Net cash used in operating activities							48,878
Cash and eqiuvalents, end of period							0
Adjustment [Member]
Net loss							(315)
Loan payable - related party							1,445
Net cash used in operating activities							1,130
Cash and eqiuvalents, end of period							1,130
As Adjusted [Member]
Net loss							(80,230)
Loan payable - related party							55,517
Net cash used in operating activities							50,008
Cash and eqiuvalents, end of period							$ 1,130

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Foreign exchange translation loss	$ (19,352)	$ 3,772	$ (3,345)	$ (15,580)	$ (3,374)

STOCKHOLDERS EQUITY (Details Na

STOCKHOLDERS EQUITY (Details Narrative) - $ / shares	6 Months Ended
	Dec. 31, 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

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Due to related parties	$ 1,414,275	$ 1,314,193