10-Q

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 December 31, 2020

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.)

Address of Principal Executive Office (Street and number):

4802 Lena Road, Unit 105

Bradenton, Florida, 34211

(Address of principal executive offices)

(631) 397-1111

(Issuer’s telephone number)

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of February 18, 2021, the Company had 2,095,671,162 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.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Operations (unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)	3
	Condensed Consolidated Statements of Cash Flows (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5-14
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	17
Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
Signatures		19

i

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

UNAUDITED CONSOLIDATED BALANCE SHEET

As of December 31, 2020, and June 30, 2020  

	December 31, 2020			June 30, 2020
				(audited)
ASSETS
Assets
Current Assets:
Cash and equivalents		312		$	312
Total current assets		312			312
Other assets		836			836
TOTAL ASSETS	$	1,148		$	1,148
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	464,245		$	395,688
Accrued expenses		307,962			236,905
Due to related parties		478,804			261,695
Total current liabilities		1,251,011			894,288
STOCKHOLDERS’ DEFICIT
Preferred stock, $.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding
Common stock, $.0001 par value; 5,000,000,000 shares authorized; 2,095,872,947 and 270,000,000 shares issued and outstanding, respectively		209,587			35,028
Additional paid-in capital		1,301,726			444,508
Other comprehensive income		21,232			90,586
Accumulated deficit		(2,782,408	)		(1,463,262	)
Total stockholders’ deficit		(1,249,863	)		(893,140	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,148		$	1,148

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

1

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

UNAUDITED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

	Three months ended December 31, 2020			Six months ended December 31, 2020			Three months ended December 31, 2019			Six months ended December 31, 2019
REVENUES		0		$	0		$	0		$	0
OPERATING EXPENSES
General and administrative		434,479			1,294,888			38,580			75,564
TOTAL OPERATING EXPENSES		434,479			1,294,888			38,580			75,564
LOSS FROM OPERATIONS		(434,479	)		(1,294,888	)		(38,580	)		(75,564	)
OTHER INCOME (EXPENSE)
Change in fair value of derivative liability					0			55,092,823			302,412,884
Gain on forgiveness of debt		262,116			262,116			0			0
TOTAL OTHER INCOME (EXPENSE)		262,116			262,116			55,092,823			302,412,884
PROVISION FOR INCOME TAXES		0			0			0			0
NET INCOME (LOSS)		(172,363	)	$	(1,032,772	)	$	55,054,243		$	302,337,320
Foreign exchange translation gain		59,300			71,413			(76,803	)		(46,260	)
Comprehensive income		(113,063	)		(961,359	)		55,977,440		$	302,291,060
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	0.00		$	(0.00	)	$	(0.00	)	$	0.70
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		1,745,946,024			1,745,846,380			350,000,000			350,000,000

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

2

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

DECEMBER 31, 20120

	Common Stock				Additional Paid-in		Comprehensive			Accumulated
	Shares		Amount		Capital		income			Deficit			Total
Balance, June 30, 2018		270,000,000	$	27,000	$	175,594	$	5,411		$	(3,695,850	)	$	(3,487,845	)
Foreign currency translation gain		0		0		0		22,237			0			22,237
Net loss for the period		0		0		0		0			(516,002,179	)		(516,002,179	)
Balance, June 30, 2019		270,000,000		27,000		175,594		27,648			(519,698,029	)		(519,467,787	)
Foreign currency translation gain								(46,260	)					(46,260	)
Net income for the period											302,337,320			302,337,320
Balance, December 31, 2019		270,000,000	$	27,000	$	175,594	$	(18,612	)	$	(217,360,709	)		(217,176,727
Foreign currency translation gain		0		0		0		62,938						62,938
Issuance of shares for debt		277,200		28		268,914								268,942
Issuance of shares		80,000,000		8,000		0								8,000
Net income for the period		0		0		0		0			518,234,767			518,234,767
Balance, June 30, 2020		350,277,200	$	35,028	$	444,508	$	90,586		$	(1,463,262	)	$	(893,140	)
Foreign currency translation gain		0		0		0		(69,354	)					(69,354	)
Stock issued as part of acquistion		1,745,000,585		174,500		0								174,500
Stock issued for services		595,162		60		595102								595,162
Transfer from related party payables for release of debt						262,116								262,116
Net income for the period		0		0		0		0			(1,294,888	)		(1,294,888)
Other equity adjustments		0		0		0		0			(24,259	)		(24,259	)
Balance, December 31, 2020		2,095,872,947	$	209,587	$	1,301,726	$	21,232		$	(2,782,408		$	(1,249,863	)

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

3

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

	December 31, 2020			December 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)		(1,294,888	)		302,337,320
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock issued for acquisition		174,500
Stock issued for services		595,162
Gain on forgiveness of debt		(262,116	)
Other equity adjustments		(24,259	)
Change in fair value of derivative liability		0			(302,412,884	)
Changes in operating assets and liabilities:
Accounts payable		68,557			29,996
Accrued expenses		71,057			89,990
Net cash used in operating activities		(409,871	)		44,442
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for other assets		0			0
Net cased in investing activities		0			0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock		0			0
Advances from related parties, net		479,225			1,818
Net cash provided by financing activities		479,225			1,818
Effect of exchange rate changes on cash and equivalents		(69,354	)		(46,260	)
NET DECREASE IN CASH AND EQUIVALENTS		0			0
CASH AND EQUIVALENTS, BEGINNING OF PERIOD		312			312
CASH AND EQUIVALENTS, END OF PERIOD		312			312
Non-cash operating activities
Transfer from related party payables for release of debt	$	262,116		$	0
CASH PAID FOR:
Interest		-			-
Income taxes		-			-

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

4

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

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

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

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

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

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

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

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

5

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.

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 $1,249,863 at December 31, 2020 and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.  

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

Foreign Currency Translation

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

	December 31, 2020		December 31, 2019
Period end: GBP to USD exchange rate	$	1.32	$	1.32
Average period: GBP to USD exchange rate	$	1.31	$	1.25

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.

6

Principles of Consolidation

The accompanying CFS include the accounts of Limited and its wholly-owned Subsidiary, PLC. All significant intercompany transactions and balances were eliminated in consolidation.

Cash Equivalents

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

Accounts Receivable

Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified.   As of December 31, 2020 and 2019, the allowance for uncollectible accounts receivable was zero, respectively.

Derivative Financial Instruments

The Company evaluates its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Valuation of the derivatives by the Company requires significant estimates and assumptions for each period. For the periods ended December 31, 2020 and June 30, 2020 respectively, the assumptions related to derivative valuation was as follows:

Estimate and assumption	December 31, 2020	June 30, 2020			December 31, 2019
Volatility	N/A		172.45	%		533.91	%
Expected remaining term	N/A		2 years			2.67 years
Exercise price	N/A	$	1.05 - $2.00		$	.07 - $2.00
Stock price	N/A	$	7.00		$	2.00
Dividend rate	N/A		0	%		0	%
Discount rate	N/A		0.17	%		01.60	%

For stock-based derivative financial instruments, the Company uses a Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2019, the Company’s only derivative financial instruments were outstanding warrants since the Company did not have enough unissued authorized shares to satisfy the exercise of all the outstanding warrants.   As of June 30, 2020, we noted that the warrant holders released the Company of their obligation under the original warrants as part of the transaction on July 14, 2020. As evidence was obtained that impacted the valuation on June 30, 2020 after the balance sheet date that impacted the balance at June 30, 2020, the warrants were written down to zero. There were not additional warrants issued during the period ended December 31, 2020.

7

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. As of December 31, 2019, the Company’s stock price used in the Black-Scholes-Merton pricing model was based on recent sales of the Company’s common stock to unrelated investors since there no market price for the Company’s common stock at March 31, 2019. The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being recorded in results of operations as adjustments to fair value of derivatives.

8

At December 31, 2020 and June 30, 2020, the Company identified the following liabilities that are required to be presented on the balance sheet at FV:

	Fair Value		Fair Value Measurements at
	As of		June 30, 2020
Description	June 30, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

	Fair Value		Fair Value Measurements at
	As of		December 31, 2020
Description	December 31, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

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.

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.

9

These five elements, as applied to the Company’s only revenue category, are summarized below:

● Advisory fees and related services – the Company charges advisory fees for a suite of one to two dozen services that include advising on where to establish a corporation, establishing the corporation (often Gibraltar or Malta), writing white paper, setting up website, making videos or animations describing the company and its business, engaging in public relations, and introducing potential investors.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. 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. Translation gain of $21,232 at December 31, 2020 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.

10

Recent Accounting Pronouncements

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASU did not have an impact on the Company’s CFS.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASU did not have an impact on the Company’s CFS.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers.  ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.  ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.   Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.  Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company adopted this ASU on October 13, 2017 and used the modified retrospective method of adoption. The adoption of this ASU did not have a material impact on the Company’s CFS.

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.

11

Risks and Uncertainties

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally fiscal first quarter and potentially beyond.

Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

The measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2020, through the date which the CFS were issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the CFS.

NOTE 3 – ACCRUED EXPENSES

Accrued expenses payable consisted of the following at December 31, 2020 and June 30, 2020:

	December 31, 2020		June 30, 2020
Director fees	$	236,582	$	236,582
Accrued professional services		31,000
Other		40,380		323
Total Accrued Expenses	$	307,962	$	236,905

Note 4 – Stockholders’ Equity

As of December 31, 2020, 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.

Prior to the transaction described in Note 1, the Company had 116,466,000 shares of common stock outstanding. At the time of the merger, a principal shareholder surrendered 19,266,000 shares of common stock, which were cancelled. Also at the time of the merger, 172,800,000 shares of common stock were issued for all of the issued and outstanding shares of PLC.  The total shares outstanding at June 30, 2019 was 270,000,000. See Note 1 above.

12

Prior to the transaction, the Company had 135,000,000 warrants outstanding consisting of 27,000,000 “A Warrants” each convertible into one share of common stock at $0.074; 27,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $0.093; 27,000,000 “C  Warrants” each convertible into one share of common stock at $0.111; 27,000,000 “D Warrants” each convertible into one share of common stock at $0.129; and 27,000,000 “E Warrants” each convertible into one share of common stock at $0.148.

On February 19, 2019, the Company and the holders of 81,000,000 Warrants executed an Amendment and Modification Agreement, changing the warrant exercise prices from $0.074 to $0.148, to $1.90 for all classes of warrants it held. On the same day the Company and the holders of 43,200,000 warrants split equally between Class B, C, D and E (10,800,000 per class) executed an Amendment and Modification Agreement, changing the warrant exercise price to a phased strike price ranging between $1.05 and $2.00. Previously the holder of 10,800,000 “A Warrants” also entered into an amendment and modification agreement, changing the warrant strike price ranging from $1.05 to $2.00

Following the transaction described in Note 1, last year a number of warrants which had previously been issued have been under review by the Company to ensure their original terms and conditions were not out of synchronization with the business plans overall of the newly restructured company going forward. One warrant holder of A Class warrants requested the original terms of his warrants be amended to accommodate the anticipated rise in value execution of the business plan would be expected to have on the Company value. Increases in the warrant strike price benefits the Company as increased funds are raised and placed directly in the company upon the exercise of the warrant. Accordingly the Company consented to vary the strike price on an increasing sliding scale from $1.05 to $2.00. Following a review post the recent share fluctuations, management and the other warrant holders agreed it is in the best interests of the Company, stock and warrant holders that the remaining warrants are also amended to follow the precedent set in respect of the previously amended warrant conditions. With the exception of the A Class warrants already amended as detailed above the remaining warrants have been extended to expire on August 30, 2022. This was finalized on February 21, 2019.

The warrants were cancelled subsequent to the year ended June 30, 2020.

On July 23, 2019, the Company issued 80,000,000 shares as part of an acquisition whose terms were considered immaterial.

On June 30, 2020 the Company issued 277,200 shares of common stock in settlement of debt of $268,942.

On July 14, 2020, the Company issued 1,745,000,585 shares as part of the acquisition agreement described in Note 1. This resulted in an expense on the income statement in the amount of $ 174,500.

On August 12, 2020, the Company issued 595,162 shares of common stock for services with a deemed value of $ 595,162.

Note 5 – Related Party Transactions

Amounts due to a related party are for advances made by a company owned by an officer of the Company. The balance due of $478,804 and $261,695 as at December 31, 2020 and June 30, 2020 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. On December 31, 2020, certain related parties forgave advances and accrued expenses in the amount of $263,110. This resulted in a gain on forgiveness of debt on the income statement in the amount of $263,110.

13

Note 6 – Commitments and Contingencies

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

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

In order for the transaction to become effective it was acknowledged by both parties that the Company needs to raise the required funding to finance the transaction. Both parties agreed that the date for the first closing ($500,000) will take place by bank transfer no later than mid-March 2019. The following payments will be 90 days later (i.e. on or before May 31, 20219) as follows: $2,250,000 by way of bank transfer and $2,250,000 by the issue of 2,250,000 new shares of common stock of the Company. As of the date of this report the transaction had not yet closed and the Company does not anticipate this will close.

On April 2, 2019, the Company executed an Acquisition and Exchange Agreement with Lalit Kumar Verma and Manickam Mahalingam, who together control 100% of the common shares of ABT Auto Investments Ltd., a private English company. Pursuant to the Agreement, Messrs. Verma and Mahalingam were to exchange 96,001 shares, representing 100% of the common shares of ABT Auto Investments Ltd for a total of 3,530,000,000 new issue treasury shares issued by the Company, representing 95% ownership of the Company. On June 20, 2019, the Company executed a Mutual Rescission and Release Agreement, mutually rescinding the Acquisition and Exchange Agreement with Fortress Ventures LLC represented by Lalit Kumar Verma and with ABT Investments India Pvt Ltd represented by Manickam Mahalingam. The Mutual Rescission and Release agreement executed and became effective as of June 20, 2019. As a consequence of its execution and the rescinding of the Share Exchange and Acquisition Agreement, the Company will not issue the 3,530,000,000 shares of common stock.

14

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

Overview

Token Communities Ltd. (the “Company” or “Limited”) researches and creates white paper analysis for companies regarding block chain technology, and also operates the “Lukki Exchange,” including all client lists, intellectual property related to the brand “Lukki”.

Critical Accounting Policies

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the period ended December 31, 2020.

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 December 31, 2020.

Results of Operations

Financial Condition and Changes in Financial Condition

Overall Operating Results:

Comparison of the Three Months Ended December 31, 2020 with the Three Months Ended December 31, 2019

Revenue. For the three months ended December 31, 2020, we generated revenues of $0 as compared to $0 for the three months ended December 31, 2019.

Operating Expenses. For the three months ended December 31, 2020 operating expenses increased to $434,479 from $38,580 for the three months ended December 31, 2020. The increase was mainly due to the Company’s blockchain operations.

General and Administrative Expenses. Our general and administrative expenses increased to $434,479 for the three months ended December 31, 2020 from $38,580 for the three months ended December 31, 2019. The increase was primarily a result of commencement of operations.

Other Income. For the three months ended December 31, 2020, other income was $262,116, compared to other income of $55,092,823 for the three months ended December 31, 2019. The decrease in other income was primarily due to the change in derivative liability during the period.

Net Income (Loss). The Company’s net loss was $172,363 compared to a net income of f $55,054,243($20,740) for the three months ended December 31, 2020 and 2017, respectively. The decrease in net income was mainly due to commencement of operations with ongoing expenses and the derivative liability gain from December 31, 2019.

Comparison of the Six Months Ended December 31, 2020 with the Six Months Ended December 31, 2019

Revenue. For the six months ended December 31, 2020, we generated revenues of $0 as compared to $0 for the six months ended December 31, 2019. The increase of revenue was due primarily to commencement of operations.

Operating Expenses. For the six months ended December 31, 2020 operating expenses increased to $1,294,888 from $75,564 for the six months ended December 31, 2020. The increase was mainly due to the Company’s blockchain operations and stock based compensation for services and the acquisition.

15

General and Administrative Expenses. For the six months ended December 31, 2020 general and administrative increased to $1,294,888 from $75,564 for the six months ended December 31, 2020. The increase was mainly due to the Company’s blockchain operations and stock based compensation for services and the acquisition.

Other Income. For the six months ended December 31, 2020, other income was $262,116, compared to other income of $302,412,884 for the six months ended December 31, 2019. The increase in other income was primarily due to the decrease in gain in derivative liability during the period.

Net Income (Loss). The Company’s net (loss) was $(1,032,773) compared to a net income of $302,337,320 for the six months ended December 31, 2020 and 2017, respectively. The decrease in net income was mainly due to the change in derivative liability and an increase in general and administrative expenses in 2020.

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.

The Company had $312 in cash as of December 31, 2020. The Company has negative working capital of approximately $1,250,699, and total stockholders’ deficit of $1,249,863 as of December 31, 2020.  As of December 31, 2020, 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 used in operating activities – Net cash used in operating activities was ($409,871) for the six months ended December 31, 2020 primarily as a result of commencement of operations of the Company.

Investing Activities

Cash flow from investing activities – Net cash used in investing activities was 0 for the six months ended December 31, 2020.

16

Financing Activities

Cash flow from financing activities – During the six months ended December 31, 2020, our financing activities provided cash of $479,225 primarily from an advance from related party.

Off Balance Sheet Arrangements

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

Recent Accounting Pronouncements

During the six months ended December 31, 2020, 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).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have performed an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2020. 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 December 31, 2020 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

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

1) inadequate segregation of duties consistent with control objectives.

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

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

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2020, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

17

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 and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

⁽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 32.1 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.

18

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: February 22, 2021	By:	/s/ David Chen
		David Chen
		Chief Executive Officer, Director

Dated: February 22, 2021	By:	/s/ Peter Chen
		Peter Chen
		Chief Financial Officer, Director

19

EX-31.1

Exhibit 31.1

CHIEF EXECUTIVE OFFICER CERTIFICATION

I, David Chen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Token Communities Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 22, 2021

/s/ David Chen

David Chen

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CHIEF FINANCIAL OFFICER CERTIFICATION

I, Peter Chen, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Token Communities Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in the report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  February 22, 2021

/s/ Peter Chen

Peter Chen

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to their knowledge, the Quarterly Report on Form 10-Q for the period ended December 31, 2020 of Token Communities Ltd. (the “Company”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in such periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in such report.

Very truly yours,

/s/ Peter Chen

Peter Chen

Chief Financial Officer

/s/ David Chen

David Chen

Chief Executive Officer

Dated: February 22, 2021

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Token Communities Ltd. and will be furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	6 Months Ended
	Dec. 31, 2020	Feb. 18, 2021
Document Information Line Items
Entity Registrant Name	TOKEN COMMUNITIES LTD.
Document Type	10-Q
Current Fiscal Year End Date	--06-30
Entity Common Stock, Shares Outstanding		2,095,671,162
Amendment Flag	false
Entity Central Index Key	0001683252
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity File Number	000-55688
Entity Incorporation, State or Country Code	DE
Entity Interactive Data Current	Yes

XML

Unaudited Consolidated Balance Sheet - USD ($)	Dec. 31, 2020	Jun. 30, 2020
Current Assets:
Cash and equivalents	$ 312	$ 312
Total current assets	312	312
Other assets	836	836
TOTAL ASSETS	1,148	1,148
Current Liabilities:
Accounts payable	464,245	395,688
Accrued expenses	307,962	236,905
Due to related parties	478,804	261,695
Total current liabilities	1,251,011	894,288
STOCKHOLDERS’ DEFICIT
Preferred stock, $.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding
Common stock, $.0001 par value; 5,000,000,000 shares authorized; 2,095,872,947 and 270,000,000 shares issued and outstanding, respectively	209,587	35,028
Additional paid-in capital	1,301,726	444,508
Other comprehensive income	21,232	90,586
Accumulated deficit	(2,782,408)	(1,463,262)
Total stockholders’ deficit	(1,249,863)	(893,140)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 1,148	$ 1,148

XML

Unaudited Consolidated Balance Sheet (Parentheticals) - $ / shares	Dec. 31, 2020	Jun. 30, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	2,095,872,947	270,000,000
Common stock, shares outstanding	2,095,872,947	270,000,000

XML

Unaudited Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
REVENUES	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
General and administrative	434,479	38,580	1,294,888	75,564
TOTAL OPERATING EXPENSES	434,479	38,580	1,294,888	75,564
LOSS FROM OPERATIONS	(434,479)	(38,580)	(1,294,888)	(75,564)
OTHER INCOME (EXPENSE)
Change in fair value of derivative liability		55,092,823	0	302,412,884
Gain on forgiveness of debt	262,116	0	262,116	0
TOTAL OTHER INCOME (EXPENSE)	262,116	55,092,823	262,116	302,412,884
PROVISION FOR INCOME TAXES	0	0	0	0
NET INCOME (LOSS)	(172,363)	55,054,243	(1,032,772)	302,337,320
Foreign exchange translation gain	59,300	(76,803)	71,413	(46,260)
Comprehensive income	$ (113,063)	$ 55,977,440	$ (961,359)	$ 302,291,060
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ 0.70
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (in Shares)	1,745,946,024	350,000,000	1,745,846,380	350,000,000

XML

Unaudited Consolidated Statement of Stockholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Comprehensive Income	Accumulated Deficit	Total
Balance at Jun. 30, 2018	$ 27,000	$ 175,594	$ 5,411	$ (3,695,850)	$ (3,487,845)
Balance, (in Shares) at Jun. 30, 2018	270,000,000
Foreign currency translation gain	$ 0	0	22,237	0	22,237
Net income (loss) for the period	0	0	0	(516,002,179)	(516,002,179)
Balance at Jun. 30, 2019	$ 27,000	175,594	27,648	(519,698,029)	(519,467,787)
Balance (in Shares) at Jun. 30, 2019	270,000,000
Foreign currency translation gain			(46,260)		(46,260)
Net income (loss) for the period				302,337,320	302,337,320
Balance at Dec. 31, 2019	$ 27,000	175,594	(18,612)	(217,360,709)	217,176,727
Balance (in Shares) at Dec. 31, 2019	270,000,000
Foreign currency translation gain	$ 0	0	62,938		62,938
Issuance of shares for debt	$ 28	268,914			268,942
Issuance of shares for debt (in Shares)	277,200
Issuance of shares	$ 8,000	0			8,000
Issuance of shares (in Shares)	80,000,000
Net income (loss) for the period	$ 0	0	0	518,234,767	518,234,767
Balance at Jun. 30, 2020	$ 35,028	444,508	90,586	(1,463,262)	(893,140)
Balance (in Shares) at Jun. 30, 2020	350,277,200
Foreign currency translation gain	$ 0	0	(69,354)		(69,354)
Stock issued as part of acquistion	$ 174,500	0			174,500
Stock issued as part of acquistion (in Shares)	1,745,000,585
Stock issued for services	$ 60	595,102			595,162
Stock issued for services (in Shares)	595,162
Transfer from related party payables for release of debt		262,116			262,116
Net income (loss) for the period	$ 0	0	0	(1,294,888)	(1,032,772)
Other equity adjustments	0	0	0	(24,259)	(24,259)
Balance at Dec. 31, 2020	$ 209,587	$ 1,301,726	$ 21,232	$ 2,782,408	$ (1,249,863)
Balance (in Shares) at Dec. 31, 2020	2,095,872,947

XML

Unaudited Consolidated Statement of Cash Flows - USD ($)	6 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (1,294,888)	$ 302,337,320
Adjustments to reconcile net loss to
Stock issued for acquisition	174,500
Stock issued for services	595,162
Gain on forgiveness of debt	(262,116)	0
Other equity adjustments	(24,259)
Change in fair value of derivative liability	0	(302,412,884)
Changes in operating assets and liabilities:
Accounts payable	68,557	29,996
Accrued expenses	71,057	89,990
Net cash used in operating activities	(409,871)	44,442
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for other assets	0	0
Net cased in investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock	0	0
Advances from related parties, net	479,225	1,818
Net cash provided by financing activities	479,225	1,818
Effect of exchange rate changes on cash and equivalents	(69,354)	(46,260)
NET DECREASE IN CASH AND EQUIVALENTS	0	0
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	312	312
CASH AND EQUIVALENTS, END OF PERIOD	312	312
Non-cash operating activities
Transfer from related party payables for release of debt	262,116	0
CASH PAID FOR:
Interest
Income taxes

XML

Organization and Basis of Presentation

6 Months Ended

Dec. 31, 2020

Organization, consolidation and presentation of financial statements [Abstract]

Organization and Basis of Presentation

Note 1 - Organization and Basis of Presentation

Organization and Line of Business

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

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

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

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

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

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

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

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

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 $1,249,863 at December 31, 2020 and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.  

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

Foreign Currency Translation

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

	December 31, 2020		December 31, 2019
Period end: GBP to USD exchange rate	$	1.32	$	1.32
Average period: GBP to USD exchange rate	$	1.31	$	1.25

XML

Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

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

Principles of Consolidation

The accompanying CFS include the accounts of Limited and its wholly-owned Subsidiary, PLC. All significant intercompany transactions and balances were eliminated in consolidation.

Cash Equivalents

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

Accounts Receivable

Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified.   As of December 31, 2020 and 2019, the allowance for uncollectible accounts receivable was zero, respectively.

Derivative Financial Instruments

The Company evaluates its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Valuation of the derivatives by the Company requires significant estimates and assumptions for each period. For the periods ended December 31, 2020 and June 30, 2020 respectively, the assumptions related to derivative valuation was as follows:

Estimate and assumption	December 31, 2020	June 30, 2020			December 31, 2019
Volatility	N/A		172.45	%		533.91	%
Expected remaining term	N/A		2 years			2.67 years
Exercise price	N/A	$	1.05 - $2.00		$	.07 - $2.00
Stock price	N/A	$	7.00		$	2.00
Dividend rate	N/A		0	%		0	%
Discount rate	N/A		0.17	%		01.60	%

For stock-based derivative financial instruments, the Company uses a Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2019, the Company’s only derivative financial instruments were outstanding warrants since the Company did not have enough unissued authorized shares to satisfy the exercise of all the outstanding warrants.   As of June 30, 2020, we noted that the warrant holders released the Company of their obligation under the original warrants as part of the transaction on July 14, 2020. As evidence was obtained that impacted the valuation on June 30, 2020 after the balance sheet date that impacted the balance at June 30, 2020, the warrants were written down to zero. There were not additional warrants issued during the period ended December 31, 2020.

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. As of December 31, 2019, the Company’s stock price used in the Black-Scholes-Merton pricing model was based on recent sales of the Company’s common stock to unrelated investors since there no market price for the Company’s common stock at March 31, 2019. The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being recorded in results of operations as adjustments to fair value of derivatives.

At December 31, 2020 and June 30, 2020, the Company identified the following liabilities that are required to be presented on the balance sheet at FV:

	Fair Value		Fair Value Measurements at
	As of		June 30, 2020
Description	June 30, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

	Fair Value		Fair Value Measurements at
	As of		December 31, 2020
Description	December 31, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

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.

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 only revenue category, are summarized below:

● Advisory fees and related services – the Company charges advisory fees for a suite of one to two dozen services that include advising on where to establish a corporation, establishing the corporation (often Gibraltar or Malta), writing white paper, setting up website, making videos or animations describing the company and its business, engaging in public relations, and introducing potential investors.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. 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. Translation gain of $21,232 at December 31, 2020 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.

Statement of Cash Flows

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

Recent Accounting Pronouncements

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASU did not have an impact on the Company’s CFS.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASU did not have an impact on the Company’s CFS.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers.  ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.  ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.   Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.  Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company adopted this ASU on October 13, 2017 and used the modified retrospective method of adoption. The adoption of this ASU did not have a material impact on the Company’s CFS.

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

Risks and Uncertainties

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally fiscal first quarter and potentially beyond.

Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

The measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2020, through the date which the CFS were issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the CFS.

XML

Accrued Expenses

6 Months Ended

Dec. 31, 2020

Disclosure Text Block Supplement [Abstract]

ACCRUED EXPENSES

NOTE 3 – ACCRUED EXPENSES

Accrued expenses payable consisted of the following at December 31, 2020 and June 30, 2020:

	December 31, 2020		June 30, 2020
Director fees	$	236,582	$	236,582
Accrued professional services		31,000
Other		40,380		323
Total Accrued Expenses	$	307,962	$	236,905

XML

Stockholders' Equity

6 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

Stockholders’ Equity

Note 4 – Stockholders’ Equity

As of December 31, 2020, 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.

Prior to the transaction described in Note 1, the Company had 116,466,000 shares of common stock outstanding. At the time of the merger, a principal shareholder surrendered 19,266,000 shares of common stock, which were cancelled. Also at the time of the merger, 172,800,000 shares of common stock were issued for all of the issued and outstanding shares of PLC.  The total shares outstanding at June 30, 2019 was 270,000,000. See Note 1 above.

Prior to the transaction, the Company had 135,000,000 warrants outstanding consisting of 27,000,000 “A Warrants” each convertible into one share of common stock at $0.074; 27,000,000 “B Warrants” each convertible into one share of common stock at an exercise price of $0.093; 27,000,000 “C  Warrants” each convertible into one share of common stock at $0.111; 27,000,000 “D Warrants” each convertible into one share of common stock at $0.129; and 27,000,000 “E Warrants” each convertible into one share of common stock at $0.148.

On February 19, 2019, the Company and the holders of 81,000,000 Warrants executed an Amendment and Modification Agreement, changing the warrant exercise prices from $0.074 to $0.148, to $1.90 for all classes of warrants it held. On the same day the Company and the holders of 43,200,000 warrants split equally between Class B, C, D and E (10,800,000 per class) executed an Amendment and Modification Agreement, changing the warrant exercise price to a phased strike price ranging between $1.05 and $2.00. Previously the holder of 10,800,000 “A Warrants” also entered into an amendment and modification agreement, changing the warrant strike price ranging from $1.05 to $2.00

Following the transaction described in Note 1, last year a number of warrants which had previously been issued have been under review by the Company to ensure their original terms and conditions were not out of synchronization with the business plans overall of the newly restructured company going forward. One warrant holder of A Class warrants requested the original terms of his warrants be amended to accommodate the anticipated rise in value execution of the business plan would be expected to have on the Company value. Increases in the warrant strike price benefits the Company as increased funds are raised and placed directly in the company upon the exercise of the warrant. Accordingly the Company consented to vary the strike price on an increasing sliding scale from $1.05 to $2.00. Following a review post the recent share fluctuations, management and the other warrant holders agreed it is in the best interests of the Company, stock and warrant holders that the remaining warrants are also amended to follow the precedent set in respect of the previously amended warrant conditions. With the exception of the A Class warrants already amended as detailed above the remaining warrants have been extended to expire on August 30, 2022. This was finalized on February 21, 2019.

The warrants were cancelled subsequent to the year ended June 30, 2020.

On July 23, 2019, the Company issued 80,000,000 shares as part of an acquisition whose terms were considered immaterial.

On June 30, 2020 the Company issued 277,200 shares of common stock in settlement of debt of $268,942.

On July 14, 2020, the Company issued 1,745,000,585 shares as part of the acquisition agreement described in Note 1. This resulted in an expense on the income statement in the amount of $ 174,500.

On August 12, 2020, the Company issued 595,162 shares of common stock for services with a deemed value of $ 595,162.

XML

Related Party Transactions

6 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 – Related Party Transactions

Amounts due to a related party are for advances made by a company owned by an officer of the Company. The balance due of $478,804 and $261,695 as at December 31, 2020 and June 30, 2020 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. On December 31, 2020, certain related parties forgave advances and accrued expenses in the amount of $263,110. This resulted in a gain on forgiveness of debt on the income statement in the amount of $263,110.

XML

Commitments and Contingencies

6 Months Ended

Dec. 31, 2020

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6 – Commitments and Contingencies

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

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

In order for the transaction to become effective it was acknowledged by both parties that the Company needs to raise the required funding to finance the transaction. Both parties agreed that the date for the first closing ($500,000) will take place by bank transfer no later than mid-March 2019. The following payments will be 90 days later (i.e. on or before May 31, 20219) as follows: $2,250,000 by way of bank transfer and $2,250,000 by the issue of 2,250,000 new shares of common stock of the Company. As of the date of this report the transaction had not yet closed and the Company does not anticipate this will close.

On April 2, 2019, the Company executed an Acquisition and Exchange Agreement with Lalit Kumar Verma and Manickam Mahalingam, who together control 100% of the common shares of ABT Auto Investments Ltd., a private English company. Pursuant to the Agreement, Messrs. Verma and Mahalingam were to exchange 96,001 shares, representing 100% of the common shares of ABT Auto Investments Ltd for a total of 3,530,000,000 new issue treasury shares issued by the Company, representing 95% ownership of the Company. On June 20, 2019, the Company executed a Mutual Rescission and Release Agreement, mutually rescinding the Acquisition and Exchange Agreement with Fortress Ventures LLC represented by Lalit Kumar Verma and with ABT Investments India Pvt Ltd represented by Manickam Mahalingam. The Mutual Rescission and Release agreement executed and became effective as of June 20, 2019. As a consequence of its execution and the rescinding of the Share Exchange and Acquisition Agreement, the Company will not issue the 3,530,000,000 shares of common stock.

XML

Accounting Policies, by Policy (Policies)

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Use of Estimates

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

Principles of Consolidation

The accompanying CFS include the accounts of Limited and its wholly-owned Subsidiary, PLC. All significant intercompany transactions and balances were eliminated in consolidation.

Cash Equivalents

Cash Equivalents

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

Accounts Receivable

Accounts Receivable

Accounts receivable are recorded, net of allowance for doubtful accounts and sales returns. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to determine if the allowance for doubtful accounts is adequate. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Delinquent account balances are written-off after management has determined that the likelihood of collection is not probable and known bad debts are written off against the allowance for doubtful accounts when identified.   As of December 31, 2020 and 2019, the allowance for uncollectible accounts receivable was zero, respectively.

Derivative Financial Instruments

Derivative Financial Instruments

The Company evaluates its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Valuation of the derivatives by the Company requires significant estimates and assumptions for each period. For the periods ended December 31, 2020 and June 30, 2020 respectively, the assumptions related to derivative valuation was as follows:

Estimate and assumption	December 31, 2020	June 30, 2020			December 31, 2019
Volatility	N/A		172.45	%		533.91	%
Expected remaining term	N/A		2 years			2.67 years
Exercise price	N/A	$	1.05 - $2.00		$	.07 - $2.00
Stock price	N/A	$	7.00		$	2.00
Dividend rate	N/A		0	%		0	%
Discount rate	N/A		0.17	%		01.60	%

For stock-based derivative financial instruments, the Company uses a Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2019, the Company’s only derivative financial instruments were outstanding warrants since the Company did not have enough unissued authorized shares to satisfy the exercise of all the outstanding warrants.   As of June 30, 2020, we noted that the warrant holders released the Company of their obligation under the original warrants as part of the transaction on July 14, 2020. As evidence was obtained that impacted the valuation on June 30, 2020 after the balance sheet date that impacted the balance at June 30, 2020, the warrants were written down to zero. There were not additional warrants issued during the period ended December 31, 2020.

Fair Value of Financial Instruments

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. As of December 31, 2019, the Company’s stock price used in the Black-Scholes-Merton pricing model was based on recent sales of the Company’s common stock to unrelated investors since there no market price for the Company’s common stock at March 31, 2019. The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being recorded in results of operations as adjustments to fair value of derivatives.

At December 31, 2020 and June 30, 2020, the Company identified the following liabilities that are required to be presented on the balance sheet at FV:

	Fair Value		Fair Value Measurements at
	As of		June 30, 2020
Description	June 30, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

	Fair Value		Fair Value Measurements at
	As of		December 31, 2020
Description	December 31, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

Revenue Recognition

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.

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 only revenue category, are summarized below:

● Advisory fees and related services – the Company charges advisory fees for a suite of one to two dozen services that include advising on where to establish a corporation, establishing the corporation (often Gibraltar or Malta), writing white paper, setting up website, making videos or animations describing the company and its business, engaging in public relations, and introducing potential investors.

Income Taxes

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

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

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 of $21,232 at December 31, 2020 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.

Statement of Cash Flows

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

Recent Accounting Pronouncements

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASU did not have an impact on the Company’s CFS.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The adoption of this ASU did not have an impact on the Company’s CFS.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on the Company’s CFS.

In May 2014, FASB issued ASU No. 2014-09, Revenue from Contracts with Customers.  ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition.  ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.  The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract.  ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017.   Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein.  Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption.  The Company adopted this ASU on October 13, 2017 and used the modified retrospective method of adoption. The adoption of this ASU did not have a material impact on the Company’s CFS.

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

Risks and Uncertainties

Risks and Uncertainties

In December 2019, a novel strain of coronavirus (COVID-19) emerged in Wuhan, Hubei Province, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to several other countries and infections have been reported globally fiscal first quarter and potentially beyond.

Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future. As a result, all of our office locations have been closed effective April 1, 2020.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results of operations.

The measures taken to date will impact the Company’s business for the fiscal fourth quarter and potentially beyond. Management expects that all of its business segments, across all of its geographies, will be impacted to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which it may have an impact cannot be determined at this time.

Management’s Evaluation of Subsequent Events

Management’s Evaluation of Subsequent Events

The Company evaluates events that have occurred after the balance sheet date of June 30, 2020, through the date which the CFS were issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the CFS.

XML

Organization and Basis of Presentation (Tables)

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of exchange rates used for the periods

	December 31, 2020		December 31, 2019
Period end: GBP to USD exchange rate	$	1.32	$	1.32
Average period: GBP to USD exchange rate	$	1.31	$	1.25

XML

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Schedule of assumptions related to derivative valuation

Estimate and assumption	December 31, 2020	June 30, 2020			December 31, 2019
Volatility	N/A		172.45	%		533.91	%
Expected remaining term	N/A		2 years			2.67 years
Exercise price	N/A	$	1.05 - $2.00		$	.07 - $2.00
Stock price	N/A	$	7.00		$	2.00
Dividend rate	N/A		0	%		0	%
Discount rate	N/A		0.17	%		01.60	%

Schedule of the following liabilities that are required to be presented on the balance sheet at FV

	Fair Value		Fair Value Measurements at
	As of		June 30, 2020
Description	June 30, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

	Fair Value		Fair Value Measurements at
	As of		December 31, 2020
Description	December 31, 2020		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability – warrants	$	0	$	-		0		-
Total	$	0	$	-	$	0	$	-

XML

Accrued Expenses (Tables)

6 Months Ended

Dec. 31, 2020

Disclosure Text Block Supplement [Abstract]

Schedule of accrued expenses payable

	December 31, 2020		June 30, 2020
Director fees	$	236,582	$	236,582
Accrued professional services		31,000
Other		40,380		323
Total Accrued Expenses	$	307,962	$	236,905

XML

Organization and Basis of Presentation (Details) - USD ($)			1 Months Ended		6 Months Ended
	Jul. 14, 2020	Jul. 23, 2019	May 28, 2020	Feb. 26, 2018	Dec. 31, 2020	Jun. 30, 2020	Apr. 02, 2019
Organization and Basis of Presentation (Details) [Line Items]
Common shares to treasury				19,266,000
Common stock of ownership percentage				100.00%			100.00%
PLC acquired				172,800,000
Business combination shares outstanding					116,466,000
Principal of stockholder					19,266,000
Common stock, shares outstanding					2,095,872,947	270,000,000
Net liabilities of legal acquirer (in Dollars)					$ 57,107
Value of tokens (in Dollars)	$ 0
Acquired shares	1,745,000,585	80,000,000
Acquired shares, value (in Dollars)	$ 174,500				174,500
Stockholders' deficit (in Dollars)					$ 1,249,863
iRide.io Tech Pte., Ltd [Member]
Organization and Basis of Presentation (Details) [Line Items]
Value of tokens (in Dollars)			$ 3,500,000,000
Acquired shares			80,000,000
Acquired shares, value (in Dollars)			$ 8,000
American Software Company [Member]
Organization and Basis of Presentation (Details) [Line Items]
Value of tokens (in Dollars)	$ 3,500,000,000
Acquired shares	1,745,406
Acquiring percentage	83.00%
Transaction cost (in Dollars)	$ 0
Token Communities PLC [Member]
Organization and Basis of Presentation (Details) [Line Items]
Common stock, shares outstanding					270,000,000
PLC [Member]
Organization and Basis of Presentation (Details) [Line Items]
Common stock of ownership percentage				64.00%
Series A Preferred Stock [Member]
Organization and Basis of Presentation (Details) [Line Items]
Shares of common stock					174,540,600
Series B Preferred Stock [Member]
Organization and Basis of Presentation (Details) [Line Items]
Shares of common stock					174,540,600
Series C Preferred Stock [Member]
Organization and Basis of Presentation (Details) [Line Items]
Shares of common stock					174,540,600
Series D Preferred Stock [Member]
Organization and Basis of Presentation (Details) [Line Items]
Shares of common stock					174,540,600
Series E Preferred Stock [Member]
Organization and Basis of Presentation (Details) [Line Items]
Shares of common stock					174,540,600

XML

Organization and Basis of Presentation (Details) - Schedule of exchange rates used for the periods	Dec. 31, 2020	Dec. 31, 2019
Schedule of exchange rates used for the periods [Abstract]
Period end: GBP to USD exchange rate	1.32	1.32
Average period: GBP to USD exchange rate	1.31	1.25

XML

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Accounts Receivable, Allowance for Credit Loss	$ 0	$ 0
Largest amount of tax benefit Percentage	50.00%
Other comprehensive income	$ 21,232

XML

Summary of Significant Accounting Policies (Details) - Schedule of assumptions related to derivative valuation - $ / shares	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (Details) - Schedule of assumptions related to derivative valuation [Line Items]
Volatility		172.45%	533.91%
Expected remaining term		2 years	2 years 244 days
Exercise price (in Dollars per share)
Stock price (in Dollars per share)		$ 7.00	$ 2.00
Dividend rate		0.00%	0.00%
Discount rate		0.17%	1.60%
Minimum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of assumptions related to derivative valuation [Line Items]
Exercise price (in Dollars per share)		$ 1.05	$ 7
Maximum [Member]
Summary of Significant Accounting Policies (Details) - Schedule of assumptions related to derivative valuation [Line Items]
Exercise price (in Dollars per share)		$ 2.00	$ 2.00

XML

Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV - USD ($)	Dec. 31, 2020	Jun. 30, 2020
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants	$ 0	$ 0
Warrant [Member]
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants	0	0
Fair Value, Inputs, Level 1 [Member]
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants
Fair Value, Inputs, Level 1 [Member] | Warrant [Member]
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants
Fair Value, Inputs, Level 2 [Member]
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants	0	0
Fair Value, Inputs, Level 2 [Member] | Warrant [Member]
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants	0	0
Fair Value, Inputs, Level 3 [Member]
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants
Fair Value, Inputs, Level 3 [Member] | Warrant [Member]
Summary of Significant Accounting Policies (Details) - Schedule of the following liabilities that are required to be presented on the balance sheet at FV [Line Items]
Derivative liability – warrants

XML

Accrued Expenses (Details) - Schedule of accrued expenses payable - USD ($)	Dec. 31, 2020	Jun. 30, 2020
Schedule of accrued expenses payable [Abstract]
Director fees	$ 236,582	$ 236,582
Accrued professional services	31,000
Other	40,380	323
Total Accrued Expenses	$ 307,962	$ 236,905

XML

Stockholders' Equity (Details) - USD ($)				1 Months Ended		6 Months Ended
	Aug. 12, 2020	Jul. 14, 2020	Jul. 23, 2019	Jun. 30, 2020	Feb. 19, 2019	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2018	Sep. 30, 2018
Stockholders' Equity (Details) [Line Items]
Common stock, shares authorized				5,000,000,000		5,000,000,000	5,000,000,000
Preferred stock, shares authorized				20,000,000		20,000,000	20,000,000
Preferred stock, par value (in Dollars per share)				$ 0.0001		$ 0.0001	$ 0.0001
Number of shares of common stock outstanding				270,000,000		2,095,872,947	270,000,000
Number of shares of common stock of principal shareholder surrender						19,266,000
Number of shares of common stock issued				270,000,000		2,095,872,947	270,000,000
Issued shares of acquisition		1,745,000,585	80,000,000
Stock Issued During Period, Shares, Conversion of Convertible Securities				277,200
Stock Issued During Period, Value, Conversion of Convertible Securities (in Dollars)				$ 268,942			$ 268,942
Expense on income statement (in Dollars)		$ 174,500				$ 174,500
Common stock for services	595,162
Common stock for services, value (in Dollars)	$ 595,162					$ 595,162
Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Warrant exercise price (in Dollars per share)					$ 0.148
Strike price (in Dollars per share)									$ 1.05
Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Warrant exercise price (in Dollars per share)					$ 1.90
Strike price (in Dollars per share)									$ 2.00
A Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Number of warrants outstanding						27,000,000
Convertible price of warrant (in Dollars per share)								$ 0.074
B Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Number of warrants outstanding								27,000,000
Convertible price of warrant (in Dollars per share)								$ 0.093
Number of share of common stock convertible by each warrant								1
C Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Number of warrants outstanding								27,000,000
Convertible price of warrant (in Dollars per share)								$ 0.111
Number of share of common stock convertible by each warrant								1
D Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Number of warrants outstanding								27,000,000
Convertible price of warrant (in Dollars per share)								$ 0.129
Number of share of common stock convertible by each warrant								1
E Warrants [Member]
Stockholders' Equity (Details) [Line Items]
Number of warrants outstanding								27,000,000
Convertible price of warrant (in Dollars per share)								$ 0.148
Number of share of common stock convertible by each warrant								1
Token Communities PLC [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares of common stock issued						172,800,000
Prior To The Merger Transaction [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares of common stock outstanding						116,466,000
Number of warrants outstanding						135,000,000
Token Communities PLC [Member]
Stockholders' Equity (Details) [Line Items]
Number of shares of common stock outstanding						270,000,000
Amendment and Modification Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Number of warrants outstanding					81,000,000
Warrants					43,200,000
Warrant exercise price, description					the warrant exercise price to a phased strike price ranging between $1.05 and $2.00. Previously the holder of 10,800,000 “A Warrants” also entered into an amendment and modification agreement, changing the warrant strike price ranging from $1.05 to $2.00
Amendment and Modification Agreement [Member] | Minimum [Member]
Stockholders' Equity (Details) [Line Items]
Warrant exercise price (in Dollars per share)					$ 0.074
Amendment and Modification Agreement [Member] | Maximum [Member]
Stockholders' Equity (Details) [Line Items]
Warrant exercise price (in Dollars per share)					$ 0.148
Common Class C [Member]
Stockholders' Equity (Details) [Line Items]
Warrants					10,800,000
Common Class B [Member] | Amendment and Modification Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Warrants					10,800,000
Common Class D [Member] | Amendment and Modification Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Warrants					10,800,000
Common Class E [Member] | Amendment and Modification Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Warrants					10,800,000

XML

Related Party Transactions (Details) - USD ($)	6 Months Ended
	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Due to related parties	$ 478,804	$ 261,695	$ 261,695
Related parties advances and accrued expenses	263,110
Gain on forgiveness of debt	$ 263,110

XML

Commitments and Contingencies (Details) - USD ($)			1 Months Ended	6 Months Ended
	Jul. 06, 2018	Jul. 06, 2018	Apr. 02, 2019	Dec. 31, 2020	Jun. 20, 2019	Feb. 26, 2018
Commitments and Contingencies (Details) [Line Items]
Agreement to purchase Percentage	75.00%
Amount of funding to finance the transaction (in Dollars)				$ 57,107
Equity Method Investment, Ownership Percentage			100.00%			100.00%
Acquisition and Exchange Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Equity Method Investment, Ownership Percentage			95.00%
Number of shares exchange			96,001
Number of shares of common stock issued			3,530,000,000
Number of Shares of Common Stock Cancel					3,530,000,000
Token Communities Limited [Member]
Commitments and Contingencies (Details) [Line Items]
Number of new shares issued	2,250,000	2,250,000
At The First Closing [Member]
Commitments and Contingencies (Details) [Line Items]
Amount of funding to finance the transaction (in Dollars)		$ 500,000
Bank Transfer [Member]
Commitments and Contingencies (Details) [Line Items]
Amount of funding to finance the transaction (in Dollars)		2,250,000
Issuance of New Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Amount of funding to finance the transaction (in Dollars)		$ 2,250,000