Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2024

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)

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 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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of July 11, 2024, the Company had 2,095,872,947 outstanding shares of its common stock, par value $0.0001.

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.

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (unaudited)	3
	Condensed Consolidated Statements of Operations (unaudited)	4
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)	5
	Condensed Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7-12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	15

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	17
Signatures		18

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Item 1. Financial Statements

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

AS OF MARCH 31, 2024 AND JUNE 30, 2023

	Mar 31,			Jun 30,
	2024			2023
ASSETS

Assets
Current assets:
Cash and equivalents	$	2,095		$	1,430
Accounts receivable		0			0
Due from related parties		2,391			0
Inventory		11,848			0
Total current assets		16,334			1,430

Other assets		0			815
TOTAL ASSETS	$	16,334		$	2,245

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:
Accrued payroll	$	47,828		$	0
Accrued expenses		33,084			62,480
Unearned revenue		552			0
Due to related parties		1,544,789			1,435,126
Total current liabilities		1,626,253			1,497,606

STOCKHOLDERS’ DEFICIT

2,095,872,947 shares of common stock issued and outstanding, respectively		209,587			209,587
Additional paid-in capital		1,039,610			1,039,610
Other comprehensive income		160,974			158,967
Accumulated deficit		(3,005,760	)		(2,893,686	)
Non-controlling interest		(14,330	)		(9,839	)
Total stockholders’ deficit		(1,609,919	)		(1,495,361	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	16,334		$	2,245

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	Mar 31, 2024			Mar 31, 2023			Mar 31, 2024			Mar 31, 2023

REVENUES	$	0		$	30,592		$	1,516		$	30,592

OPERATING EXPENSES
Payroll Related Expenses		0			12,205			23,419			22,414
Rent Expense		0			7,029			0			10,234
Legal and Professional Fees		7,000			5,000			65,067			101,500
General and administrative		12,789			35,408			28,479			89,120
TOTAL OPERATING EXPENSES		19,789			59,642			116,965			223,268

LOSS FROM OPERATIONS		(19,789	)		(29,050	)		(115,449	)		(192,676	)

OTHER INCOME (EXPENSES)
Impairment Loss		(1,117	)		0			(1,117	)		0
TOTAL OTHER INCOME (EXPENSES)		(1,117	)		0			(1,117	)		0

PROVISION FOR INCOME TAXES		0			0			0			0

NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST	$	(20,906	)	$	(29,050	)	$	(116,566	)	$	(192,676	)
Less non-controlling interest		(1,110	)		(1,965	)		(4,490	)		(1,965	)
NET INCOME (LOSS)	$	(19,796	)	$	(27,085	)	$	(112,076	)	$	(190,711	)

Foreign exchange translation gain (loss)		19,032			61,253			2,007			57,879
Comprehensive income	$	(764	)	$	34,168		$	(110,069	)	$	(132,832	)

NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	0		$	0		$	0		$	0

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		2,095,872,947			2,095,872,947			2,095,872,947			2,095,872,947

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

MARCH 31, 2024

					Additional
	Common Stock				Paid-in		Comprehensive			Accumulated			Non-controlling
	Shares		Amount		Capital		income			Deficit			Interest			Total

Balance, June 30, 2021		2,095,872,947	$	209,587	$	1,039,610	$	12,720		$	(2,290,673	)	$	0		$	(1,028,756	)

Foreign currency translation gain		0		0		0		(16,491	)		0			0			(16,491	)
Net income for the period		0		0		0		0			(160,391	)		0			(160,391	)
Balance, December 31, 2021		2,095,872,947	$	209,587	$	1,039,610	$	(3,771	)	$	(2,451,064	)	$	0		$	(1,205,638	)

Balance, June 30, 2022		2,095,872,947	$	209,587	$	1,039,610	$	(5,603	)	$	(2,553,038	)	$	0		$	(1,309,444	)

Foreign currency translation gain		0		0		0		(3,374	)		0			0			(3,374	)
Net income for the period		0		0		0		0			(163,626	)		0			(163,626	)
Balance, December 31, 2022		2,095,872,947	$	209,587	$	1,039,610	$	(8,977	)	$	(2,716,664	)	$	0		$	(1,476,444	)

Foreign currency translation gain		0		0		0		61,253			0			0			61,253
Net income for the period		0		0		0		0			(27,085	)		(1,965	)		(29,050	)
Balance, March 31, 2023		2,095,872,947	$	209,587	$	1,039,610	$	52,276		$	(2,743,749	)	$	(1,965	)	$	(1,444,241	)

Foreign currency translation gain		0		0		0		106,691			0			0			106,691
Net income for the period		0		0		0					(149,937	)		(7,874	)		(157,811	)
Balance, June 30, 2023		2,095,872,947	$	209,587	$	1,039,610	$	158,967		$	(2,893,686	)	$	(9,839	)	$	(1,495,361	)

Foreign currency translation gain		0		0		0		34,296			0			0			34,296
Net income for the period		0		0		0		0			(37,388	)		(1,934	)		(39,322	)
Balance, September 30, 2023		2,095,872,947	$	209,587	$	1,039,610	$	193,263		$	(2,931,074	)	$	(11,773	)	$	(1,500,387	)

Foreign currency translation gain		0		0		0		(51,320	)		0			0			(51,320	)
Net income for the period		0		0		0		0			(54,890	)		(1,446	)		(56,336	)
Balance, December 31, 2023		2,095,872,947	$	209,587	$	1,039,610	$	141,942		$	(2,985,964	)	$	(13,219	)	$	(1,608,044	)

Foreign currency translation gain		0		0		0		19,032			0			0			19,032
Net income for the period		0		0		0		0			(19,796	)		(1,111	)		(20,907	)
Balance, March 31, 2024		2,095,872,947	$	209,587	$	1,039,610	$	160,974		$	(3,005,760	)	$	(14,330	)	$	(1,609,919	)

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED MARCH 31, 2024 AND 2023

	Mar 31,			Mar 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(116,565	)	$	(192,676	)
Changes in operating assets and liabilities
Inventory		(11,848	)		0
Accounts Receivable		0			0
Accrued Payroll		0			0
Unearned revenue and other accrued expenses		18,984			12,205
Net cash used in operating activities		(109,429	)		(180,471	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets		815			0
Net cash used in investing activities		815			0

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments from related parties		109,663			122,692
Payments to related parties		(2,391	)		0
Net cash provided by financing activities		107,272			122,692

Effect of exchange rate changes	$	2,007		$	57,879

NET DECREASE IN CASH AND EQUIVALENTS		665			100

CASH AND EQUIVALENTS, BEGINNING OF PERIOD	$	1,430		$	312

CASH AND EQUIVALENTS, END OF PERIOD	$	2,095		$	412

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

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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 presently markets and sells naturopathic supplements in China, and previously researched and created white paper analysis for companies regarding block chain technology.

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

On January 10, 2023 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.

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

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 $1,609,919 at March 31, 2024 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.

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Foreign Currency Translation

Various accounts of Limited and PLC were maintained in GBP. Accounts maintained in GBP were 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 were translated at the exchange rate on the balance sheet date, stockholders’ equity was translated at historical rates and statement of operations items were translated at the weighted average exchange rate for the period. The resulting translation adjustments were 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 were reflected in the statement of operations and comprehensive income (loss). The following table details the exchange rates used for the historical periods.

	Mar 31, 2024		Mar 31, 2023
Period end: GBP to USD exchange rate	$	1.262537	$	1.320600
Period end: CNY to USD exchange rate	$	0.138499	$	0.145584

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. 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 receivables 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 March 31, 2024 and 2023, the allowance for uncollectible accounts receivable was zero, respectively. The ”Lukki receivable” had not been received by the Company and was written off on June 30, 2023.

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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.

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 the results of operations as adjustments to the fair value of derivatives.

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 made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

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Revenue from advisory fees and related services are recognized under Topic 606 in a manner that reasonably reflects the delivery of services to customers in return for expected consideration and includes the following elements:

	·	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 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.
	·	Naturopathic supplements.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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. 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.

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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.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses payable consisted of the following at March 31, 2024 and March 31, 2023:

	Mar 31, 2024		Mar 31, 2023
Accrued payroll	$	47,828	$	0
Other		33,634		190,170
Total Accrued Expenses	$	80,912	$	190,170

NOTE 4 - STOCKHOLDERS’ EQUITY

As of March 31, 2024, 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 5 - RELATED PARTY TRANSACTIONS

Amounts due to a related party are for advances made by a stockholder of the Company. The balance due of $1,544,789 and $1,435,126 as of March 31, 2024 and June 30, 2023 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.

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.

NOTE 7 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to March 31, 2024 to the date these financial statements were prepared. The Company has determined there are no reportable subsequent events.

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NOTE 8 - RESTATEMENT

This Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”), was prepared without the consent of its independent accountant, Beckles & Co. Inc. (“Beckles & Co.”) in respect of unaudited interim financial information as of and for the three and six month periods ended March 31, 2024 set forth herein, as required by Statement on Auditing Standards No. 100, Interim Financial Statements (the “SAS 100 Review”). In its Form 8-K filed by the Company on February 27, 2024 the Company reported that it determined that the Company incorrectly applied the conversion of exchange rate transactions of its parent company and the conversion of its foreign currency subsidiary balances. As a result the following errors occurred: (i) understated the currency translation adjustment in the income statement, and (ii) overstated the cumulative translation adjustment in the statement of other comprehensive income. Although these changes are non-cash items and do not change the Company’s reported operating revenues or reported operating costs and expenses, the Company determined that these changes have a material impact on the as filed financial statements for the Company’s previously issued financial statements for the year ended June 30, 2023 and the quarter ended September 30, 2023, and as such the Company intends to restate the financial statements for such periods and potentially other subsequent periods. The financial information and footnotes contained in this Form 10-Q reflect the correction of the aforementioned errors. Due to the fact that Beckles & Co.s’ SAS 100 review has not yet been done, the consolidated balance sheets, condensed financial statements as of and for the three and six month periods ended March 31, 2024 included in the Form 10-Q should not be relied upon. The Company intends to file an amended Form 10-Q upon completion of Beckles & Co. s’ SAS 100 Review.

NOTE 9 – ACCOUNTS WRITTEN OFF

On January 1, 2024 cash of $236.06 and other assets of $816.62 were deemed impaired and were written off.

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

Overview

Token Communities Ltd. (the “Company” or “Limited”) 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 March 31, 2024.

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 March 31, 2024.

Results of Operations

Financial Condition and Changes in Financial Condition

Comparison of the Three Months Ended March 31, 2024 with the Three Months Ended March 31, 2023

Revenue. For the three months ended March 31, 2024, we generated revenues of $0 as compared to $30,592 for the three months ended March 31, 2023.

Operating Expenses. For the three months ended March 31, 2024 operating expenses decreased to $19,789 from $59,642 for the three months ended March 31, 2023. The decrease was largely due to a decrease in General and Administrative Expenses.

General and Administrative Expenses. Our general and administrative expenses decreased to $12,789 for the three months ended March 31, 2024 from $35,408 for the three months ended March 31, 2023.

Other Income. For the three months ended March 31, 2024 and 2023, other income was ($1,117) and 0, respectively.

Net Income (Loss). The Company’s net loss was $(19,796) compared to a net loss of $(27,085) for the three months ended March 31, 2024 and 2023, 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.

Table of Contents

The Company had $2,095 in cash and cash equivalents as of March 31, 2024. The Company has negative working capital of ($1,609,919) and total stockholders’ deficit of $1,609,919 as of March 31, 2024. As of March 31, 2024, 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 ($109,429) for the three months ended March 31, 2024 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 ($815) for the three months ended March 31, 2024.

Financing Activities

Cash flow from financing activities – During the three months ended March 31, 2024, our financing activities provided cash of $107,272 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 March 31, 2024, 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).

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 March 31, 2023. 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 March 31, 2024 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:

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 March 31, 2024, 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.

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.

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 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.

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: July 12, 2024	By:	/s/ David Chen
		David Chen
		Chief Executive Officer, Chief Financial Officer, Director

nullnullnull

Cover - shares	9 Months Ended
Cover - shares	Mar. 31, 2024	Jul. 11, 2024
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	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
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

CONSOLIDATED BALANCE SHEET - USD ($)	Mar. 31, 2024	Jun. 30, 2023
Current assets:
Cash and equivalents	$ 2,095	$ 1,430
Accounts receivable	0	0
Due from related parties	2,391	0
Inventory	11,848	0
Total current assets	16,334	1,430
Other assets	0	815
TOTAL ASSETS	16,334	2,245
Current liabilities:
Accrued payroll	47,828	0
Accrued expenses	33,084	62,480
Unearned revenue	552	0
Due to related parties	1,544,789	1,435,126
Total current liabilities	1,626,253	1,497,606
STOCKHOLDERS' DEFICIT
2,095,872,947 shares of common stock issued and outstanding, respectively	209,587	209,587
Additional paid-in capital	1,039,610	1,039,610
Other comprehensive income	160,974	158,967
Accumulated deficit	(3,005,760)	(2,893,686)
Non-controlling interest	(14,330)	(9,839)
Total stockholders' deficit	(1,609,919)	(1,495,361)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 16,334	$ 2,245

CONSOLIDATED BALANCE SHEET (Parentheticals) - shares	Mar. 31, 2024	Jun. 30, 2023
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 OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
REVENUES	$ 0	$ 30,592	$ 1,516	$ 30,592
OPERATING EXPENSES
Payroll Related Expenses	0	12,205	23,419	22,414
Rent Expense	0	7,029	0	10,234
Legal and Professional Fees	7,000	5,000	65,067	101,500
General and administrative	12,789	35,408	28,479	89,120
TOTAL OPERATING EXPENSES	19,789	59,642	116,965	223,268
LOSS FROM OPERATIONS	(19,789)	(29,050)	(115,449)	(192,676)
OTHER INCOME (EXPENSES)
Impairment Loss	(1,117)	0	(1,117)	0
TOTAL OTHER INCOME (EXPENSES)	(1,117)	0	(1,117)	0
PROVISION FOR INCOME TAXES	0	0	0	0
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST	(20,906)	(29,050)	(116,566)	(192,676)
Less non-controlling interest	(1,110)	(1,965)	(4,490)	(1,965)
NET INCOME (LOSS)	(19,796)	(27,085)	(112,076)	(190,711)
Foreign exchange translation gain (loss)	19,032	61,253	2,007	57,879
Comprehensive income	$ (764)	$ 34,168	$ (110,069)	$ (132,832)
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$ 0	$ 0	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	2,095,872,947	2,095,872,947	2,095,872,947	2,095,872,947

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		2,095,872,947
Balance, amount at Jun. 30, 2021	$ (1,028,756)	$ 209,587	$ 1,039,610	$ 12,720	$ (2,290,673)	$ 0
Foreign currency translation gain, shares		0
Foreign currency translation gain, amount	(16,491)	$ 0	0	(16,491)	0	0
Net income for the period, shares		0
Net income for the period, amount	(160,391)	$ 0	0	0	(160,391)	0
Balance, shares at Dec. 31, 2021		2,095,872,947
Balance, amount at Dec. 31, 2021	(1,205,638)	$ 209,587	1,039,610	(3,771)	(2,451,064)	0
Balance, shares at Jun. 30, 2022		2,095,872,947
Balance, amount at Jun. 30, 2022	(1,309,444)	$ 209,587	1,039,610	(5,603)	(2,553,038)	0
Foreign currency translation gain, shares		0
Foreign currency translation gain, amount	(3,374)	$ 0	0	(3,374)	0	0
Net income for the period, shares		0
Net income for the period, amount	(163,626)	$ 0	0	0	(163,626)	0
Balance, shares at Dec. 31, 2022		2,095,872,947
Balance, amount at Dec. 31, 2022	(1,476,444)	$ 209,587	1,039,610	(8,977)	(2,716,664)	0
Foreign currency translation gain, shares		0
Foreign currency translation gain, amount	61,253	$ 0	0	61,253	0	0
Net income for the period, shares		0
Net income for the period, amount	(29,050)	$ 0	0	0	(27,085)	(1,965)
Balance, shares at Mar. 31, 2023		2,095,872,947
Balance, amount at Mar. 31, 2023	(1,444,241)	$ 209,587	1,039,610	52,276	(2,743,749)	(1,965)
Foreign currency translation gain, shares		0
Foreign currency translation gain, amount	106,691	$ 0	0	106,691	0	0
Net income for the period, shares		0
Net income for the period, amount	(157,811)	$ 0	0		(149,937)	(7,874)
Balance, shares at Jun. 30, 2023		2,095,872,947
Balance, amount at Jun. 30, 2023	(1,495,361)	$ 209,587	1,039,610	158,967	(2,893,686)	(9,839)
Foreign currency translation gain, shares		0
Foreign currency translation gain, amount	34,296	$ 0	0	34,296	0	0
Net income for the period, shares		0
Net income for the period, amount	(39,322)	$ 0	0	0	(37,388)	(1,934)
Balance, shares at Sep. 30, 2023		2,095,872,947
Balance, amount at Sep. 30, 2023	(1,500,387)	$ 209,587	1,039,610	193,263	(2,931,074)	(11,773)
Foreign currency translation gain, shares		0
Foreign currency translation gain, amount	(51,320)	$ 0	0	(51,320)	0	0
Net income for the period, shares		0
Net income for the period, amount	(56,336)	$ 0	0	0	(54,890)	(1,446)
Balance, shares at Dec. 31, 2023		2,095,872,947
Balance, amount at Dec. 31, 2023	(1,608,044)	$ 209,587	1,039,610	141,942	(2,985,964)	(13,219)
Foreign currency translation gain, shares		0
Foreign currency translation gain, amount	19,032	$ 0	0	19,032	0	0
Net income for the period, shares		0
Net income for the period, amount	(20,907)	$ 0	0	0	(19,796)	(1,111)
Balance, shares at Mar. 31, 2024		2,095,872,947
Balance, amount at Mar. 31, 2024	$ (1,609,919)	$ 209,587	$ 1,039,610	$ 160,974	$ (3,005,760)	$ (14,330)

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (116,565)	$ (192,676)
Changes in operating assets and liabilities
Inventory	(11,848)	0
Accounts Receivable	0	0
Accrued Payroll	0	0
Unearned revenue and other accrued expenses	18,984	12,205
Net cash used in operating activities	(109,429)	(180,471)
CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets	815	0
Net cash used in investing activities	815	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments from related parties	109,663	122,692
Payments to related parties	(2,391)	0
Net cash provided by financing activities	107,272	122,692
Effect of exchange rate changes	2,007	57,879
NET DECREASE IN CASH AND EQUIVALENTS	665	100
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	1,430	312
CASH AND EQUIVALENTS, END OF PERIOD	$ 2,095	$ 412

ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Mar. 31, 2024

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Organization and Line of Business

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

Basis of Presentation

Going Concern

Foreign Currency Translation

	Mar 31, 2024		Mar 31, 2023
Period end: GBP to USD exchange rate	$	1.262537	$	1.320600
Period end: CNY to USD exchange rate	$	0.138499	$	0.145584

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

Cash Equivalents

Accounts Receivable

Fair Value of 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.

Revenue Recognition

	·	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 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.
	·	Naturopathic supplements.

Income Taxes

Basic and Diluted Earnings (loss) Per Share

Foreign Currency Transactions and Comprehensive Income

Statement of Cash Flows

Recent Accounting Pronouncements

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

9 Months Ended

Mar. 31, 2024

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses payable consisted of the following at March 31, 2024 and March 31, 2023:

	Mar 31, 2024		Mar 31, 2023
Accrued payroll	$	47,828	$	0
Other		33,634		190,170
Total Accrued Expenses	$	80,912	$	190,170

STOCKHOLDERS EQUITY

9 Months Ended

Mar. 31, 2024

STOCKHOLDERS EQUITY

STOCKHOLDERS' EQUITY

NOTE 4 - STOCKHOLDERS’ EQUITY

RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 5 - RELATED PARTY TRANSACTIONS

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Mar. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6 - COMMITMENTS AND CONTINGENCIES

SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 7 - SUBSEQUENT EVENTS

RESTATEMENT

9 Months Ended

Mar. 31, 2024

RESTATEMENT

RESTATEMENT

NOTE 8 - RESTATEMENT

ACCOUNTS WRITTEN OFF

9 Months Ended

Mar. 31, 2024

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS WRITTEN OFF

NOTE 9 – ACCOUNTS WRITTEN OFF

On January 1, 2024 cash of $236.06 and other assets of $816.62 were deemed impaired and were written off.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

Cash Equivalents

Accounts Receivable

Fair Value of 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.

Revenue Recognition

	·	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 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.
	·	Naturopathic supplements.

Income Taxes

Basic and Diluted Earnings (loss) Per Share

Foreign Currency Transactions and Comprehensive Income

Statement of Cash Flows

Recent Accounting Pronouncements

ORGANIZATION AND BASIS OF PRESENTATION (Tables)

9 Months Ended

Mar. 31, 2024

ORGANIZATION AND BASIS OF PRESENTATION

Schedule of Foreign Currency Translation rate

	Mar 31, 2024		Mar 31, 2023
Period end: GBP to USD exchange rate	$	1.262537	$	1.320600
Period end: CNY to USD exchange rate	$	0.138499	$	0.145584

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

9 Months Ended

Mar. 31, 2024

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of accrued expenses payable

	Mar 31, 2024		Mar 31, 2023
Accrued payroll	$	47,828	$	0
Other		33,634		190,170
Total Accrued Expenses	$	80,912	$	190,170

ORGANIZATION AND BASIS OF PRESENTATION (Details)	Mar. 31, 2024	Mar. 31, 2023
ORGANIZATION AND BASIS OF PRESENTATION
Period end: GBP to USD exchange rate	1.262537	1.320600
Period end: CNY to USD exchange rate	0.138499	0.145584

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	Jan. 10, 2023	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021
ORGANIZATION AND BASIS OF PRESENTATION
Promissory Note Issued	$ 225,000
Stockholders' deficit		$ (1,609,919)	$ (1,608,044)	$ (1,500,387)	$ (1,495,361)	$ (1,444,241)	$ (1,476,444)	$ (1,309,444)	$ (1,205,638)	$ (1,028,756)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for uncollectible accounts receivable	$ 0	$ 0
Description of tax benefit	The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accrued payroll	$ 47,828	$ 0
Other	33,634	190,170
Total Accrued Expenses	$ 80,912	$ 190,170

STOCKHOLDERS EQUITY (Details Narrative)	9 Months Ended
STOCKHOLDERS EQUITY (Details Narrative)	Mar. 31, 2024 $ / shares shares
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) \| $ / shares	$ 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 (Details Narrative) - USD ($)	Mar. 31, 2024	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
Due to related parties	$ 1,544,789	$ 1,435,126

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