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, 2023

Commission File No.

000-55688

Token Communities Ltd.

(Name of small business issuer in its charter)

Delaware	81-3709511
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

850 Tidewater Shore Loop, Suite 402

Bradenton, Florida, 34208

(Address of principal executive offices)

(631) 397-1111

(Issuer’s telephone number)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of April 9, 2024, the Company had 2,095,872,947 outstanding shares of its common stock, par value $0.0001.

Special Note Regarding Forward-Looking Statements

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

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

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)	5-9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	12
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14
Signatures		15

Item 1. Financial Statements

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2023 AND JUNE 30, 2023

	Dec 31,			Jun 30,
	2023			2023
ASSETS
Assets
Current assets:
Cash and equivalents	$	2,396		$	1,430
Accounts receivable		50,000			50,000
Due from related parties		2,391			0
Inventory		58,328			46,480
Total current assets		113,115			97,910
Other assets		817			815
TOTAL ASSETS	$	113,932		$	98,725
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued payroll	$	47,828		$	0
Accrued expenses and unearned revenue		39,517			62,480
Unearned revenue		552			0
Due to related parties		1,537,599			1,435,127
Total current liabilities		1,625,496			1,497,607
STOCKHOLDERS’ DEFICIT
2,095,872,947 shares of common stock issued and outstanding, respectively		209,587			209,587
Additional paid-in capital		1,039,610			1,039,610
Other comprehensive income		141,942			158,967
Accumulated deficit		(2,894,132	)		(2,801,854	)
Non-controlling interest		(8,571	)		(5,192	)
Total stockholders’ deficit		(1,511,564	)		(1,398,882	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	113,932		$	98,725

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

1

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

	Three months			Three months			Six months			Six months
	ended			ended			ended			ended
	Dec 31, 2023			Dec 31, 2022			Dec 31, 2023			Dec 31, 2022
REVENUES	$	(276	)	$	0		$	1,516		$	0
OPERATING EXPENSES
Payroll Related Expenses		11,842			0			23,419			22,414
Rent Expense		0			0			0			10,234
Legal and Professional Fees		39,473			34,250			58,067			96,500
General and administrative		4,747			2,693			15,690			34,478
TOTAL OPERATING EXPENSES		56,062			36,943			97,176			163,626
LOSS FROM OPERATIONS		(56,338	)		(36,943	)		(95,660	)		(163,626	)
OTHER INCOME (EXPENSES)
Gain on sale of Lukki Exchange		0			0			0			0
TOTAL OTHER INCOME (EXPENSES)		0			0			0			0
PROVISION FOR INCOME TAXES		0			0			0			0
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST	$	(56,338	)	$	(36,943	)	$	(95,660	)	$	(163,626	)
Less non-controlling interest		(1,446	)		0			(3,380	)
NET INCOME (LOSS)	$	(54,892	)	$	(36,943	)	$	(92,280	)	$	(163,626	)
Foreign exchange translation gain (loss)		(51,320	)		(3,345	)		(17,025	)		(3,374	)
Comprehensive income	$	(106,212	)	$	(40,288	)	$	(109,305	)	$	(167,000	)
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	0		$	0		$	0		$	0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		2,095,872,947			2,095,872,947			2,095,872,947			2,095,872,947

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

2

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

 CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

DECEMBER 31, 2023

					Additional								Non-
	Common Stock				Paid-in		Comprehensive			Accumulated			controlling
	Shares		Amount		Capital		income			Deficit			Interest			Total
Balance, June 30, 2021		2,095,872,947	$	209,587	$	1,039,610	$	12,720		$	(2,290,673	)	$	0		$	(1,028,756	)
Foreign currency translation gain		0		0		0		(16,491	)		0			0			(16,491	)
Net income for the period		0		0		0		0			(160,391	)		0			(160,391	)
Balance, December 31, 2021		2,095,872,947	$	209,587	$	1,039,610	$	(3,771	)	$	(2,451,064	)	$	0		$	(1,205,638	)
Balance, June 30, 2022		2,095,872,947	$	209,587	$	1,039,610	$	(5,603	)	$	(2,553,038	)	$	0		$	(1,309,444	)
Foreign currency translation gain		0		0		0		(3,374	)		0			0			(3,374	)
Net income for the period		0		0		0		0			(163,626	)		0			(163,626	)
Balance, December 31, 2022		2,095,872,947	$	209,587	$	1,039,610	$	(8,977	)	$	(2,716,664	)	$	0		$	(1,476,444	)
Foreign currency translation gain		0		0		0		61,253			0			0			61,253
Net income for the period		0		0		0		0			(27,085	)		(1,965	)		(29,050	)
Balance, March 31, 2023		2,095,872,947	$	209,587	$	1,039,610	$	52,276		$	(2,743,749	)	$	(1,965	)	$	(1,444,241	)
Foreign currency translation gain		0		0		0		106,691			0			0			106,691
Net income for the period		0		0		0					(58,106	)		(3,226	)		(61,332	)
Balance, June 30, 2023		2,095,872,947	$	209,587	$	1,039,610	$	158,967		$	(2,801,855	)	$	(5,191	)	$	(1,398,882	)
Foreign currency translation gain		0		0		0		34,296			0			0			34,296
Net income for the period		0		0		0		0			(37,388	)		(1,934	)		(39,322	)
Balance, September 30, 2023		2,095,872,947	$	209,587	$	1,039,610	$	193,263		$	(2,839,243	)	$	(7,125	)	$	(1,403,908	)
Foreign currency translation gain		0		0		0		(51,320	)		0			0			(51,320	)
Net income for the period		0		0		0		0			(54,892	)		(1,446	)		(56,338	)
Balance, December 31, 2023		2,095,872,947	$	209,587	$	1,039,610	$	141,942		$	(2,894,132	)	$	(8,571	)	$	(1,511,564	)

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

3

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

	Dec 31,			Dec 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(95,660	)	$	(163,626	)
Changes in operating assets and liabilities
Inventory		(11,848	)		0
Accrued Payroll		23,419			0
Unearned revenue and other accrued expenses		1,998			0
Net cash used in operating activities		(82,091	)		(163,626	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Other assets		(2	)		0
Net cash used in investing activities		(2	)		0
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments from related parties		173,637			0
Payments to related parties		(73,553	)		167,000
Net cash provided by financing activities		100,084			167,000
Effect of exchange rate changes on cash and equivalents	$	(17,025	)	$	(3,374	)
NET DECREASE IN CASH AND EQUIVALENTS		966			0
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	$	1,430		$	312
CASH AND EQUIVALENTS, END OF PERIOD	$	2,396		$	312

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

4

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Organization and Line of Business

Token Communities Ltd. (the “Company” or “Limited”) was organized under the laws of the State of Delaware on March 6, 2014, under the name Pacific Media Group Enterprises, Inc. On April 7, 2017, the Company amended its Certificate of Incorporation with the Secretary of State of Delaware, changing its name to Extract Pharmaceuticals Inc. On January 26, 2018, the Board of Directors adopted an Amendment to its Certificate of Incorporation, changing its name to Token Communities Ltd.

The Company is a development stage company that presently markets and sells naturopathic supplements in China, and previously researched and created white paper analysis for companies regarding block chain technology.

On April 25, 2022 the Company closed on the sale of the “Lukki Exchange” and related Lukki tokens in exchange for Fifty Thousand Dollars. This consideration has not been received by the Company and has been reflected under Accounts Receivable heading in the Consolidated Balance Sheet. There are no terms for payment of this amount. This was due to the Chinese government’s restrictions on foreign cryptocurrencies. Given this the Company has remained in the advisory and consulting or companies regarding block chain technology and has maintained a remote staff in China to conduct research and development on naturopathic medicine.

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

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

Basis of Presentation

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

Going Concern

The accompanying CFS were prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern. The Company had a stockholders’ deficit of $1,511,564 at December 31, 2023 and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.

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

5

Foreign Currency Translation

Various accounts of Limited and PLC are maintained in GBP. Accounts maintained in GBP 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.

	Dec 31, 2023		Dec 31, 2022
Period end: GBP to USD exchange rate	$	1.273249	$	1.370000
Period end: CNY to USD exchange rate	$	0.140902	$	0.157600

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Principles of Consolidation

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

Cash Equivalents

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

Accounts Receivable

Accounts 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, 2023 and 2022, the allowance for uncollectible accounts receivable was zero, respectively.

6

Fair Value of Financial Instruments

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

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

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

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

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

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

The Company uses Level 2 inputs for its valuation methodology for derivative liabilities as their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liabilities are adjusted to reflect FV at each period end, with any increase or decrease in the FV being recorded in the results of operations as adjustments to the fair value of derivatives.

Revenue Recognition

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on July 1, 2018. The Company’s revenue recognition disclosure reflects its updated accounting policies that are affected by this new standard. The Company applied the “modified retrospective” transition method for open contracts for the implementation of Topic 606. As sales are and have been primarily from advisory fees and related services, and the Company has no significant post-delivery obligations, this did not result in a material recognition of revenue on our accompanying CFS for the cumulative impact of applying this new standard. The Company made no adjustments to its previously reported total revenues, as those periods continue to be presented in accordance with its historical accounting practices under Topic 605, Revenue Recognition.

7

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

· executed contract(s) with our customer(s) that we believe is legally enforceable;

· identification of performance obligation in the respective contract;

· determination of the transaction price for each performance obligation in the respective contract;

· allocation of the transaction price to each performance obligation; and

· recognition of revenue only when the Company satisfies each performance obligation.

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

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

· Naturopathic supplements.

Income Taxes

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

Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

Basic and Diluted Earnings (loss) Per Share

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

Foreign Currency Transactions and Comprehensive Income

U.S. GAAP generally requires recognized revenue, expenses, gains and losses be included in net income. Certain statements, however, require entities to report specific changes in assets and liabilities, such as gain or loss on foreign currency translation, as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. The functional currency of the Company’s subsidiary is the GBP. Translation gain of $141,942 at December 31, 2023 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.

8

Statement of Cash Flows

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

Recent Accounting Pronouncements

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

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accrued expenses payable consisted of the following at December 31, 2023 and December 31, 2022:

	Dec 31, 2023		Dec 31, 2022
Accrued payroll	$	47,828	$	0
Other		39,517		101,916
Total Accrued Expenses	$	87,345	$	101,916

NOTE 4 - STOCKHOLDERS’ EQUITY

As of December 31, 2023, the authorized share capital of the Company consists of 5,000,000,000 shares of common and 20,000,000 shares of preferred stock with $0.0001 par value. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

NOTE 5 - RELATED PARTY TRANSACTIONS

Amounts due to a related party are for advances made by a stockholder of the Company. The balance due of $1,537,599 and $1,435,127 as of December 31, 2023 and June 30, 2023 respectively, is presented as due to related parties in the accompanying consolidated balance sheet.  The amounts due are non-interest bearing and payable upon demand.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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

NOTE 7 - SUBSEQUENT EVENTS             

In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to December 31, 2023 to the date these financial statements were prepared.  The Company has determined there are no reportable subsequent events.

NOTE 8 - RESTATEMENT

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

9

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

Overview

Token Communities Ltd. (the “Company” or “Limited”) developed six potential products as wellness supplements with a company located in Xi-An, China. This led the Company to acquire Elements of Health and Wellness, Inc. (“Elements”) as discussed in Note 1 of the Financial Statements. The Company presently markets and sells naturopathic supplements in China.

Critical Accounting Policies

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the period ended December 31, 2023.

New and Recently Adopted Accounting Pronouncements

Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the period ended December 31, 2023.

Results of Operations

Financial Condition and Changes in Financial Condition

Comparison of the Three Months Ended December 31, 2023 with the Three Months Ended December 31, 2022

Revenue. For the three months ended December 31, 2023, we generated revenues of $0 as compared to $0 for the three months ended December 31, 2022.  

Operating Expenses. For the three months ended December 31, 2023 operating expenses increased to $56,062 from $36,943 for the three months ended December 31, 2022.  The increase was largely due to an increase in Payroll Related Expenses.

General and Administrative Expenses. Our general and administrative expenses increased to $4,747 for the three months ended December 31, 2023 from $2,693 for the three months ended December 31, 2022.

Other Income. For the three months ended December 31, 2023 and 2022, other income was $0, respectively.

Net Income (Loss). The Company’s net loss was $(54,892) compared to a net loss of $(36,943) for the three months ended December 31, 2023 and 2022, respectively.

Liquidity and Capital Resources

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

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The Company had $2,396 in cash and cash equivalents as of December 31, 2023. The Company has negative working capital of $1,512,382, and total stockholders’ deficit of $1,511,564 as of December 31, 2023.  As of December 31, 2023, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not, it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

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

Operating Activities

Cash flow from operating activities – Net cash used in operating activities was ($82,091) for the three months ended December 31, 2023 primarily as a result of net loss from operations during the period.

Investing Activities

Cash flow from investing activities – Net cash used in investing activities was ($2) for the three months ended December 31, 2023.

Financing Activities

Cash flow from financing activities – During the three months ended December 31, 2023, our financing activities provided cash of $100,084 from an advance from related party.

Off Balance Sheet Arrangements

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

Recent Accounting Pronouncements

During the three months ended December 31, 2023, there were no accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

1) inadequate segregation of duties consistent with control objectives.

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

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

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2023, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit Number	Name of Exhibit
31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

⁽¹⁾ Filed herewith.  In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 31.1, 31.2 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.

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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: April 10, 2024	By:	/s/ David Chen
		David Chen
		Chief Executive Officer, Chief Financial Officer, Director

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