Form 10-K/A - Annual report [Section 13 and 15(d), not S-K Item 405]: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

Amendment No. 1

Mark One

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-55688

Token Communities, Ltd.

(Exact name of registrant as specified 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(g) of the Act:

COMMON STOCK, $0.0001

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

As of August 2, 2024, the Company had 2,095,671,162 outstanding shares of its common stock, par value $0.0001.

EXPLANATORY NOTE

This Amendment No. 1 to the Token Communities, Ltd. (the “Company”) Annual Report on Form 10-K (the “Form 10-K/A”) amends our Annual Report on Form 10-K for the year ended June 30, 2023 previously filed on October 13, 2023. The Company is filing this Form 10-K/A to restate its audited consolidated financial statements, financial data and related disclosures as of and for the year ended June 30, 2023 to give effect to correctly apply the conversion of exchange rate transactions of its parent company and the conversion of its foreign currency subsidiary balances and certain other adjustments.

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 Relevant Periods, and as a result, the restatement of the Relevant Periods is required.

Restatement of Previously Issued Audited Consolidated Financial Statements

On February 27, 2024, the Company announced that it had discovered, after consultation with management and discussions with the Company’s independent registered public accounting firm, concerning the quarter ended December 31, 2023, concluded that the Company’s previously issued financial statements for the year ended June 30, 2023 (the “Relevant Period“) should be restated and should no longer be relied upon.

As discussed in Note 9 to the financial statements included in this Form 10-K/A, we have restated our previously issued audited consolidated financial statements for the year ended June 30, 2023 to give effect to the fluctuations on the financial statements of translation adjustment related to transactions with the companies foreign entities and certain other adjustments.

Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933 that involve risks and uncertainties. Forward-looking statements convey our current expectations or forecasts of future events. All statements contained in this Annual Report other than statements of historical fact are forward-looking statements. Forward-looking statements include statements regarding our future financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “may,” “continue,” “estimate,” “intend,” “plan,” “will,” “believe,” “project,” “expect,” “seek,” “anticipate,” “should,” “could,” “would,” “potential,” or the negative of those terms and similar expressions may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. All of these forward-looking statements are based on information available to us at this time, and we assume no obligation to update any of these statements. Actual results could differ from those projected in these forward-looking statements as a result of many factors, including those identified in “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere. We urge you to review and consider the various disclosures made by us in this report, and those detailed from time to time in our filings with the Securities and Exchange Commission, that attempt to advise you of the risks and factors that may affect our future results. Factors that could cause actual results to differ materially include, among others, our ability to make good decisions about the deployment of capital, our substantial capital requirements and absence of liquidity, competition, our inability to obtain maximum value for our holdings, our ability to attract and retain qualified employees, our ability to execute our strategy, market valuations in sectors in which we operate, our need to manage our assets, and risks associated with our assets and their performance, including the fact that most have a limited history and a history of operating losses, face intense competition and may never be profitable, the effect of economic conditions in the business sectors in which we operate, compliance with government regulation and legal liabilities.” Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report might not occur.

JOBS Act

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups (JOBS) Act of 2012 (the JOBS Act). As an emerging growth company, we may take advantage of certain reduced disclosure and other requirements that are otherwise applicable generally to public companies. Pursuant to these provisions:

●

we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the ’Sarbanes-Oxley Act);

●

we have (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirements of holding a non-binding advisory vote on executive compensation, including golden parachute compensation.

We may take advantage of these provisions for up to five years or until such earlier time that we are no longer an emerging growth company.

We would cease to be an emerging growth company upon the earliest to occur of (1) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of public float (3) the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities held by non-affiliates; and (4) the last day of the fiscal year ending after the fifth anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies.

TABLE OF CONTENTS

PART I

Item 1.	Business	5
Item 1A.	Risk Factors.	7
Item 1B.	Unresolved Staff Comments.	7
Item 2.	Properties.	7
Item 3.	Legal Proceedings.	7
Item 4.	Mine Safety Disclosures.	7

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8
Item 6.	[Reserved]	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	11
Item 8.	Financial Statements and Supplementary Data.	12
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	13
Item 9A.	Controls and Procedures.	13
Item 9B.	Other Information.	13
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	13

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	14
Item 11.	Executive Compensation.	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	19
Item 14.	Principal Accountant Fees and Services.	19

PART IV

Item 15.	Exhibit and Financial Statement Schedules.	21
Item 16.	Form 10–K Summary.	21
Signatures		23

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PART I

Item 1. Business

Overview

Up to the end of calendar 2022, Token Communities, Ltd. (hereinafter the “Company”, “Our”, “We” or “Us”) researched and created white paper analysis for companies regarding block chain technology, and also operated the “Lukki Exchange,” until its sale in April 2022. Unfortunately, China banned foreign crypto currency operations such as these and we began, at the end of 2022, to research developing, naturopathic supplements to diversify the operations of the Company. At the time we formed a research and development team. This team developed six 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”) in January 2023.

Background

The Company 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 Articles, changing its name to Token Communities Ltd. The Company researched and created white paper analysis for companies regarding block chain technology, and also operated the “Lukki Exchange,” including all client lists, intellectual property related to the brand “Lukki”.

On February 26, 2018, the Company entered into an Acquisition and Share Exchange Agreement with Token Communities PLC, a Gibraltar company (“PLC”) whereby PLC became a wholly owned subsidiary of the Company. 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.

On January 10, 2023 the Company entered into a Stock Purchase Agreement with 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). 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.

Our principal executive offices are located at 4802 Lena Road, Unit 105, Bradenton, Florida, 34211 and our telephone number is (631) 397-1111.

Our Company

Until January 2023 the Company researched and created white paper analysis for companies regarding block chain technology, and also operated the “Lukki Exchange.” We currently actively engaged in the Health and Wellness Sector developing holistic and naturopathic products, including plant stem cell, natural supplements, cosmetic facial masks and more. We are developing an eCommerce platform to commence sales of all products. We currently have five products that we market and sell: our Detox, Brainer, Cleaner, Apollo, and Venus supplements.

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Our Products

We are currently selling five different products in China through 10 distribution centers. Our current products include:

Detox

Our Detox Enhancer was developed with the goal to work on damaged liver tissues, with the goal to: restore the liver's blood sugar regulation function, reverse endocrine disorders related to insulin resistance, regulate the metabolic function of beneficial probiotic microbiota in the body, and improve the normal cellular functions within the human body.

Brainer

Our Brainer product was developed to enhance the metabolism of necrotic cells and remove various deposits and harmful substances within brain tissues, with the goal to: restore normal functioning of brain cells, normal blood flow rate and oxygen supply within cerebral blood vessels.

Cleaner

Our Cleaner product was developed with the goal to help to naturally dissolve blood lipids and harmful substances inside blood vessels, restoring the elasticity and smoothness of the blood vessels, as well as normal blood flow rate and pressure inside the blood vessels.

Apollo

Our Apollo was developed with the goal to enhance the endocrine function that may decline in males during middle age, promoting hormonal supplementation and providing the necessary nutrients for maintaining youthful vitality, metabolism, and energy in males.

Venus

Our Venus product was developed with the goal to: enhance the subcutaneous collagen components and collagen proteins that gradually diminish in females after adulthood, supplementing and maintaining the necessary nutrients for youthful vitality, metabolism, and energy in females.

We currently sell our products in China through a group of distribution centers located in various regions of China and we also established a new regional center in Kunming, Yunnan. This strategic expansion is aimed at better serving the healthcare needs of the southern China region. In a commitment to enhancing accessibility, Elements of Health and Wellness has joined with ten regional and private clinics throughout China to provide comprehensive support and care

Recent Developments

In July 2023 the Company’s subsidiary Elements of Health and Wellness Inc. entered into a Tier-One Master Distributorship Agreement to sell our Detox, Brainer, Cleaner, Apollo, Venus, and Slim Eve supplements in Beijing, China.

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Intellectual Property

We do not currently own, and do not have any current plans to seek, any patents in connection with our operations. We do not have any copyrights or trademarks, but we generally rely upon copyright, trademark and trade secret laws to protect and maintain our proprietary rights for our technology and products. Notwithstanding the steps we have taken to protect our intellectual property rights, third parties may infringe or misappropriate our proprietary rights. Competitors may also independently develop supplements that are substantially equivalent or superior to the supplements we developed and sell.

Competition

There are many companies offering or developing supplements, and there can be no assurance that direct competitors will arise. We face significant competition, including from companies that have entered this space much earlier than us and are better capitalized, with vertically integrated business models, larger than us, have more access to capital and have lower operating costs than we do. These competitors may be able to respond more rapidly to new or emerging supplements and changes in customer requirements or to devote greater resources to the development, promotion and sale of their products. These competitors may enter our existing or future markets with currencies that may be less expensive, that may provide higher performance or additional features or that may be introduced more quickly than our products.

Government Regulation

Our products have not been evaluated by the U.S. Food and Drug Administration (FDA) or any similar regulatory body for safety and efficacy. We anticipate in the future that our products may be subject to regulation by one or more federal agencies, including but not limited to the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the Consumer Product Safety Commission (“CPSC”), the United States Department of Agriculture, and the Environmental Protection Agency.

The FDA’s revision of labeling requirements also affects the labeling of certain supplements. Our manufacturers may have revised labels on some of our supplements to comply with the requirements.

Employees

Currently we and our subsidiaries employ a total of two individuals.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

The Company is neither an accelerated filer nor a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter), nor is it a well-known seasoned issuer as defined in Rule 405 of the Securities Act (§230.405 of this chapter), and as such is not required to provide the information required by this item.

Item 2. Properties.

Currently the Company utilizes offices provided by the President of the Company no charge.

Item 3. Legal Proceedings.

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

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is quoted on the OTC Pink market under the symbol “TKCM.” Our common stock trades on a limited or sporadic basis and should not be deemed to constitute an established public trading market. There is no assurance that there will be liquidity in the common stock.

Holders

As of June 30, 2023, there were 2,095,872,947 shares of common stock outstanding, which were held by approximately 162 record holders.

Dividends

Through June 30, 2023, we have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

During the year ended June 30, 2023, there were no sales by the Company (which have not been included in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K) that were not registered under the Securities Act.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Restatement and Recast

As discussed in the Explanatory Note to this Form 10-K/A and Note 7 — Restatement of Previously Issued Financial Statements to the consolidated financial statements, we are restating our consolidated financial statements and related financial information for the year ended June 30, 2023. The following discussion and analysis of our financial condition and results of operations is based on the restated and recasted amounts.

Plan of Operation

Until January 2023 the Company researched and created white paper analysis for companies regarding block chain technology, and also operates the “Lukki Exchange,” (until its sale in April 2022) including all client lists, intellectual property related to the brand “Lukki”. Commencing the end of the calendar year in 2022 the Company expanded its business operations into the health and wellness sector resulting in the acquisition of Elements in January 2023.

Results from Operations – For the year ended June 30, 2023 as compared to June 30, 2022

Operating Expenses

Total operating expenses decreased to $79,915 in 2023 from $216,960 in 2022, a decrease of $137,045. The decrease was primarily due to the decrease in general and administrative expenses during the fiscal year ended June 30, 2023.

Loss From Operations

As a result of the foregoing, our loss from operations was $79,915 for the year ended June 30, 2023, compared with $216,960 for the year ended June 30, 2022. The decrease in our overall loss from operations was a result of a decrease in general and administrative expenses in Shenzhen.

Other Income (Expense)

Other Income (Expense) decreased from $0 in 2022 to $101,604 in 2023. This decrease was due to the sale of the Lukki exchange in fiscal 2022.

Net Income (Loss)

For the fiscal year ended June 30, 2023 the Company had net loss of $79,915 compared to a net loss of $216,960 for the year ended June 30, 2022, an decrease of $137,045. The decrease is primarily due to a decrease in general and administrative expenses for the year ended June 30, 2023 of $146,839.

Liquidity and Capital Resources

As of June 30, 2023, the Company had no assets. The Company’s total liabilities exceeded its consolidated current assets by approximately $1,386,633 as of June 30, 2023 primarily due to $1,258,676 due to related parties.

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As of June 30, 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.

To continue operations for the next 12 months we will have a cash need of approximately $250,000. 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), 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.

Our cash flows for the year ended June 30, 2023 and 2022 are summarized below:

	Year Ending June 30, 2023		Year Ending June 30, 2022
Net cash provided by operating activities	$	48,879	$	18,011
Net cash used in investing activities	$	0	$	0
Net cash provided by financing activities	$	-	$	-
Net Change in Cash	$	0	$	0
Cash at beginning of year	$	0	$	312
Cash at end of year	$	0	$	0

Net Cash Used in Operating Activities

For the year ended June 30, 2023, $48,879 net cash provided by operating activities was primarily attributable to loss from operations, offset by the overall increase in operating assets and liabilities. For the year ended June 30, 2022, $18,011 net cash used in operating activities was primarily due to loss from operations and the increase in deposits for the sale of the Lukki exchange.

Net Cash Used in Investing Activities

For the year ended June 30, 2023 and June 30, 2023, net cash used in investing activities was $0.

Net Cash Provided by Financing Activities

For the year ended June 30, 2023 and June 30, 2022, net cash provided by financing activities was $0.

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Critical Accounting Policies

The preparation of Consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Notes to the Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements.

Loss Contingencies

The Company is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to us to determine whether such accruals should be adjusted.

Income Taxes

The Company recognizes deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.

Recent Accounting Pronouncements

See Note 2 of the consolidated financial statements for discussion of Recent Accounting Pronouncements.

Off-Balance Sheet Arrangements

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

Recently Adopted Accounting Standards

See Note 2 of the consolidated financial statements for discussion of Recent Accounting Pronouncements.

Item 7A. 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 8. Financial Statements and Supplementary Data.

Index to Financial Statements

Report of the Independent Registered Public Accounting Firm (PCAOB ID: 7116 )		F-1
Consolidated Balance Sheets as of June 30, 2023 and 2022		F-2
Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2023 and 2022		F-3
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, 2023 and 2022		F-4
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2023 and 2022		F-5
Notes to Consolidated Financial Statements		F-6 - F-18

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Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Token Communities Ltd and Subsidiary.

Opinion on the Consolidated Financial Statements

We have audited the accompanying balance sheets of Token Communities Ltd and Subsidiary as of June 30, 2023 and 2022, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the two years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Token Communities Ltd and Subsidiary as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Viratech Corp in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Viratech Corp is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.⁴

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole⁸, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

While conducting our audit, we discovered that there were a number of expenses that were recorded as an operating expense while the corresponding journal entry was recorded to the related party payable. It was revealed to us that these expenses were incurred on behalf of the Company but were paid for by the Company’s Chief Executive Officer. During the early part of 2024, the Company’s accountant had departed from the company and files containing corroborating documentation for these expenses were lost, and unable to be recovered. Additionally there were a number of revenue items that were recorded as revenue with the corresponding debit to related party payable. There was also no support for these revenue amounts. As a result, we proposed an audit adjustment to remove both these expenses and revenue amounts from the general ledger.

We also identified the following material weaknesses in internal control over financial reporting:

The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.

The Company does not have an independent board of directors or an audit committee.

The Company does not have written documentation of their internal control policies and procedures.

/S/ Beckles & Co

Beckles & Co. Inc. (PCAOB ID 7116)

We have served as Token Communities Ltd and Subsidiary 's auditor since 2024.

West Palm Beach, FL

August 02, 2024

F-1

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30,

	2023			2022
ASSETS

Current Assets:
Cash and cash equivalents	$	-		$	-
Total current assets		-			-

Other assets		-			836
TOTAL ASSETS	$	-		$	836

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	73,885		$	-
Due to related parties		1,312,748			1,258,676
Total current liabilities		1,386,633			1,258,676

STOCKHOLDERS’ DEFICIT

Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at June 30, 2023 and 2022		209,567			209,567
Additional paid-in capital		1,039,630			1,039,630
Accumulated deficit		(2,576,156	)		(2,501,434	)
Accumulated other comprehensive loss		(54,481	)		(5,603	)
Non-controlling interest		(5,192	)		-
Total stockholders’ deficit		(1,386,633	)		(1,257,840	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	836

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE FISCAL YEARS ENDED JUNE 30,

	2023			2022

REVENUES	$	-		$	-

OPERATING EXPENSES
Payroll Related Expenses		1,267			63,891
Rent Expense		17,536			44,145
Audit and Legal Fees		29,878			129,000
General and administrative		30,419			81,528
TOTAL OPERATING EXPENSES		79,100			318,564

LOSS FROM OPERATIONS		(79,100	)		(318,564	)

OTHER (EXPENSE) INCOME
Loss on impairment		(815	)
Gain on sale of Lukki Exchange		-			101,604
TOTAL OTHER INCOME		(815	)		101,604

PROVISION FOR INCOME TAXES		-			-

NET LOSS BEFORE NON-CONTROLLING INTEREST	$	(79,915	)	$	(216,960	)
Less non-controlling interest		(5,192	)		-
NET LOSS	$	(74,723	)	$	(216,960	)

Other comprehensive loss - foreign currency translation		(48,878	)		(18,323	)
Comprehensive loss	$	(128,793	)	$	(235,283	)

NET LOSS PER SHARE: BASIC AND DILUTED	$	-		$	-

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		2,095,671,162			2,095,671,162

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE FISCAL YEARS ENDED JUNE 30, 2023 AND 2022

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

Balances at, June 30, 2021		2,095,671,162	$	209,567	$	1,039,630	$	12,720		$	(2,290,673	)	$	-		$	(1,028,756	)

Foreign currency translation gain		-		-		-		(18,323	)		-			-			(18,323	)
Net loss for the period		-		-		-		-			(216,960	)		-			(216,960	)
Other equity adjustments											6,199						6,199
Balances at, June 30, 2022		2,095,671,162	$	209,567	$	1,039,630	$	(5,603	)	$	(2,501,434	)	$	-		$	(1,257,840	)

Foreign currency translation gain		-		-		-		(48,878	)		-			-			(48,878	)
Net loss for the period		-		-		-		-			(74,723	)		(5,192	)		(79,915	)
Balances at, June 30, 2023		2,095,671,162	$	209,567	$	1,039,630	$	(54,481	)	$	(2,576,156	)	$	(5,192	)	$	(1,386,633	)

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE FISCAL YEARS ENDED JUNE 30,

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(79,915	)	$	(216,960	)
Other equity adjustments					6,199
Impairment loss		836			-
Changes in operating assets and liabilities
Other Assets		-			-
Accounts payable and accrued expenses		73,885			(101,916	)
Loan payable – related party		54,072			330,688
Net cash used in operating activities		48,878			18,011

CASH FLOWS FROM INVESTING ACTIVITIES:
		-			-
Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
		-			-
Net cash provided by financing activities		-			-

Effect of exchange rate changes on cash and equivalents	$	(48,878	)	$	(18,323	)

NET DECREASE IN CASH AND EQUIVALENTS		-			(312	)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD	$	-		$	312

CASH AND EQUIVALENTS, END OF PERIOD	$	-		$	-

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

NOTES TO 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 and has maintained a remote staff in China to conduct research and development on naturopathic medicine.

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

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

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

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

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

On July 14, 2020, a change in control of the Company was affected by a privately held corporation (American Software Company, controlled by 2 individuals) acquiring 83% of the outstanding stock from other control individuals. As part of this transaction, the Company transferred the 3.5 billion iRide tokens and 1,745,406 shares of 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.

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

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

Basis of Presentation

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

Going Concern

The accompanying CFS were prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern. The Company had a stockholders’ deficit of $1,386,633 at June 30, 2023 and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.

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

Foreign Currency Translation

The accounts of Limited are maintained in USD and the accounts of PLC are maintained in GBP. The accounts of PLC are translated into USD in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830 Foreign Currency Transaction , 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.

June 30,

2023

June 30,

2022

Period end: GBP to USD exchange rate

1.2162

1.210000

Average period: GBP to USD exchange rate

1.3312

1.300000

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Principles of Consolidation

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

Cash Equivalents

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

Fair Value of Financial Instruments

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

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.

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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.

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 had no revenue during either during either fiscal years ended June 30, 2023 or June 30, 2022.

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.

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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. The all reporting periods remain open to examination by the applicable taxing authorities.

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 $48,879 at June 30, 2023 and $18,323 at June 30, 2022 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.

Statement of Cash Flows

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

Recent Accounting Pronouncements

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

NOTE 3 - STOCKHOLDERS’ EQUITY

As of June 30, 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.

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NOTE 4 - RELATED PARTY TRANSACTIONS

Amounts due to a related party are for advances made by a stockholder of the Company. The balance due of $1,312,748 and $1,258,676 as of June 30, 2023 and June 30, 2022 respectively, is presented as due to related parties in the accompanying consolidated balance sheet. The amounts due are non-interest bearing and payable upon demand.

NOTE 5 – INCOME TAXES

The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

As of June 30, 2023, the Company had net operating loss carryforwards that may be available to offset future taxable income. The utilization of these NOLs may become subject to limitations based on past and future changes in ownership of the Company pursuant to Internal Revenue Code Section 382.

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. As of June 30, 2023 and 2022 the Company has no unrecognized uncertain tax positions, including interest and penalties.

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.

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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, 2029) 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.

NOTE 7 – ACCOUNTS IMPAIRED

On June 30, 2023 the following accounts were deemed to be impaired and written off accordingly:

●

Other assets $836

NOTE 8 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

The Company has restated its consolidated balance sheets as of June 30, 2023 and June 30, 2022 and its consolidated statements of operations, consolidated statements of comprehensive loss and consolidated statements of changes in equity for the fiscal years ended June 30, 2023 and June 30, 2022, along with certain related notes to such restated consolidated financial statements. In addition, the Company has restated its consolidated statement of cash flows for the fiscal years ended June 30, 2023 and June 30, 2022.

The Company determined that the restatement was necessary after an investigation was conducted by the Company’s Board of Directors with the assistance of independent accountants. The restatement corrects errors that were identified as a result of an investigation, as well as certain other errors that were identified by the Company. In addition, the restatement reflects corrections of certain accounts receivables and inventory balances that were no longer valid as well as certain income and expenses items that were incorrectly recorded and were identified by the Company in the normal course of business when the consolidated financial statements for the fiscal years ended June 30, 2023 and June 30, 2022 were originally issued. In connection with the restatement, the Company has determined that it would be appropriate to correct such errors.

F-12

CONSOLIDATED BALANCE SHEET	Previously reported June 30, 2023			Adjustment			Restated June 30, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,430		$	(1,430	)	$	-
Deposit receivable		50,000			(50,000	)		-
Inventory		46,480			(46,480	)		-
Total current assets		97,910			(97,910	)		-

Other assets		815			(815	)		-
TOTAL ASSETS	$	98,725		$	(98,725	)	$	-

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	190,170		$	(116,285	)		73,885
Due to related parties		1,520,885			(208,137	)		1,312,748
Total current liabilities	$	1,711,055		$	(324,422	)		1,386,633
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.0001 per share; 5,000,000,000 shares authorized; 2,095,671,162 shares issued and outstanding in June 30, 2023 and 2022	$	209,587			(20	)		209,567
Additional paid-in capital		1,039,610			20			1,039,630
Other comprehensive income		(54,481	)		(1	)		(54,482	)
Accumulated deficit		2,801,855	)		225,699			(2,575,341	)
Non-controlling interest		(5,191	)		(1	)		(5,192	)
Total stockholders' deficit		(1,612,330	)		225,697			(1,386,633	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	98,725			(98,725	)	$	-

F-13

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Previously Reported For the fiscal year ended June 30, 2023			Adjustment for the fiscal year ended June 30, 2023			Restated For the fiscal year ended June 30, 2023
REVENUES	$	31,937		$	(31,937	)	$	-

OPERATING EXPENSES
Payroll Related Expenses		46,823			(45,556	)		1,267
Rent Expense		24,565			(7,029	)		17,536
Audit and Legal fees		98,668			(68,790	)		29,878
Registration fees		115,888			(84,654	)		31,234
OTAL OPERATING EXPENSES		285,944			(206,029	)		79,915

LOSS FROM OPERATIONS		(254,007	)		174,092			(79,915	)

OTHER INCOME (EXPENSES)
Gain on sale of Lukki Exchange		-			-			-
TOTAL OTHER INCOME (EXPENSES)		-			-			-

PROVISION FOR INCOME TAXES		-

NET LOSS BEFORE NON-CONTROLLING INTEREST		(254,007	)		174,092			(79,915	)
Less non-controlling interest		(5,192	)					(5,192	)
NET LOSS		(248,815	)		174,092			(74,723	)

Foreign exchange translation gain (loss)		(48,878	)					(48,878	)
Comprehensive income	$	(297,693	)		174,092			(123,601	)

Net loss per common share – basic and diluted	$	(0.00	)	$	-		$	(0.00	)
Weighted average common shares outstanding – basic and diluted		2,095,671,162

F-14

CONSOLIDATED STATEMENT OF CASHFLOWS

	Previously Reported For the fiscal year ended June 30, 2023			Adjustment for the fiscal years ended June 30, 2023			Restated For the fiscal years ended June 30, 2023
OPERATING ACTIVITIES:
Net loss	$	(254,007	)	$	174,093			(79,915	)
Adjustments to reconcile net loss to net cash (used in) operating activities:

Impairment loss					836			836
Other equity adjustments		-
Changes in net assets and liabilities -
Inventory		(46,459	)		46,459			-
Accounts payable and accrued expense		88,254			(14,369	)		73,885
Loan payable – related party		262,208			(208,136	)		54,072
NET CASH USED IN OPERATING ACTIVITIES		18,011			(19,226	)		48,878

INVESTING ACTIVITIES
Loan to related party		-			-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-			-

FINANCING ACTIVITIES:
Proceeds from Common Stock – related party		-			-			-
Proceeds from Related party loan		-			-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-			-

Effect of exchange rate changes on cash and equivalents		(48,878	)					(48,878	)

NET INCREASE IN CASH		1,118			(1,118	)		-

CASH – BEGINNING OF PERIOD		312			-			-
CASH – END OF PERIOD	$	1,430		$	-		$	-

F-15

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
CONSOLIDATED BALANCE SHEET

	Previously reported June 30, 2022			Adjustment			Restated June 30, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	312		$	(312	)	$	-
Deposit receivable		50,000			(50,000	)		-
Inventory		-			-			-
Total current assets		50,312			(50,312	)		-

Other assets		836			-			836
TOTAL ASSETS	$	51,148		$	(50,312	)	$	836

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	101,916		$	(101,916	)		-
Due to related parties		1,258,676			-			1,258,676
Total current liabilities	$	1,360,592		$	(101,916	)		1,258,676
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.0001 per share; 5,000,000,000 shares authorized; 2,095,671,162 shares issued and outstanding in June 30, 2022 and 2021	$	209,587			(20	)		209,567
Additional paid-in capital		1,039,610			20			1,039,630
Other comprehensive income		(5,603	)		-			(5,603	)
Accumulated deficit		(2,553,038	)		51,604			(2,501,434	)
Non-controlling interest		-			-			-
Total stockholders' deficit		(1,309,444	)		51,604			(1,257,840	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	51,148			(50,312	)	$	836

F-16

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Previously Reported For the fiscal year ended June 30, 2022			Adjustment for the fiscal year ended June 30, 2022			Restated For the fiscal year ended June 30, 2022

REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
Payroll Related Expenses		63,891			-			63,891
Rent Expense		44,145			-			44,145
Audit and Legal fees		129,000			-			129,000
General and administrative expenses		81,528			-			81,528
TOTAL OPERATING EXPENSES		318,564			-			318,564

LOSS FROM OPERATIONS		(318,564	)		-			(318,564	)

OTHER INCOME (EXPENSES)
Other income		-			-			101,604
Gain on sale of Lukki Exchange		50,000			-			-
TOTAL OTHER INCOME (EXPENSES)		50,000			-			101,604

PROVISION FOR INCOME TAXES		-						-

NET LOSS BEFORE NON-CONTROLLING INTEREST		(268,564	)		-			(216,960	)
Less non-controlling interest		-			-			-
NET LOSS		(268,564	)		-			(216,960	)

Foreign exchange translation gain (loss)		(18,323	)		(30,556	)		(48,879	)
Comprehensive income	$	(286,887	)		(30,556	)		(317,443	)

Net loss per common share – basic and diluted	$	(0.00	)	$	-		$	(0.00	)
Weighted average common shares outstanding – basic and diluted		2,095,671,162

F-17

CONSOLIDATED STATEMENT OF CASHFLOWS
	Previously Reported For the fiscal year ended June 30, 2022			Adjustment for the fiscal years ended June 30, 2022			Restated For the fiscal years ended June 30, 2022
OPERATING ACTIVITIES:
Net loss	$	(268,564	)	$	51,604			(216,960	)
Adjustments to reconcile net loss to net cash (used in) operating activities:

Impairment loss		-			-			-
Other equity adjustments		-			6,199			6,199
Changes in net assets and liabilities -
Inventory		(50,000	)		50,000			-
Accounts payable and accrued expense		-			(101,916	)		(101,916	)
Loan payable – related party		336,887			(6,198	)		330,689
NET CASH USED IN OPERATING ACTIVITIES		18,323			(312	)		18,011

INVESTING ACTIVITIES
Loan to related party		-			-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-			-

FINANCING ACTIVITIES:
Proceeds from Common Stock – related party		-			-			-
Proceeds from Related party loan		-			-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-			-

Effect of exchange rate changes on cash and equivalents		(18,323	)		-			(18,323	)

NET INCREASE IN CASH		-			(312	)		(312	)

CASH – BEGINNING OF PERIOD		312			-			312
CASH – END OF PERIOD	$	312		$	-		$	-

NOTE 9 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company analyzed its operations subsequent to June 30, 2023 to August 02, 2024, which is the date these financial statements were available to be issued. The Company has determined there are no reportable subsequent events.

F-18

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Issuer’s management, including its principal executive officer or officers and the principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of June 30, 2023 our disclosure controls and procedures were not effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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. Our internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

●

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of June 30, 2023, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of the following material weaknesses:

●

The Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.

●

The Company does not have an independent board of directors or an audit committee.

●

The Company does not have written documentation of our internal control policies and procedures.

●

All of the Company’s financial reporting is carried out by a financial consultant.

We plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger or similar business or asset acquisition.

Changes in Internal Control over Financial Reporting.

Not applicable.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The names, positions, terms, and periods served of the Company’s directors as of June 30, 2023 are set forth in the following table:

Name	Positions	Period of Service
David Chen	Chairman of the Board/CEO/President/Interim CFO	7/14/2020-Present
Peter Yaugh Chen	Director/CFO	7/14/2020-8/2/2023*
Xiangru Lin	Director	7/14/2020-Present
Peter Maddocks	Director	4/10/2017-10/21/2022**

* Peter Yaugh Chen resigned as Chief Financial Officer and Director of the Company on August 2, 2023.

** Peter Maddocks resigned as a Director of the Company on October 21, 2023.

There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time, and due to its small size does not believe that committees are necessary at this time. The Company’s entire Board fulfills the duties of an audit committee. Except as set forth below, none of the directors held any directorships during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such act, or of any company registered as an investment company under the Investment Company Act of 1940. The Board of Directors has not adopted a Code of Ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Director and Officer Biographical Information

David Chen – Chairman of the Board/CEO/President/Interim Chief Financial Officer

David Chen has served as Chief Operating Officer of XT Energy Group, Inc. from July 2018 to March 2020. He has served as Executive Director, President and Chief Executive Officer of ASC, since July 2017, as Executive Director of Asia Pacific at Federal Aerospace Holdings Group, a general aviation development company since September 2015, as President of Sino Tech Jiu-Ding Energy Development Co., Ltd., a shale oil technology company, since May 2016, and as President of Inner Mongolia Aero Motor Group, a low-speed electric vehicle manufacturing company, since December 2017. He previously served as President of American Franchise Development Group from May 1998 to March 2008, and as Property Claims Manager at Transtate Insurance Company, a New York State Property & Casualty Insurer from June 1991 to July 1998. Mr. Chen received a master’s degree in Asian Studies from St. John’s University and an Executive degree in business administration from Tuck School of Business at Dartmouth. Mr. Chen obtained his bachelor’s degree in computer science from Southern Connecticut State University. Mr. Chen has received numerous awards for his business achievement, such as Minority Retailer of the Year in 2006 by U.S. Department of Commerce, Minority Business Development Agency, Overseas Chinese Model Businessman of the Year in 2006 by Republic of China (Taiwan), Businessman of the Year in 2007 by National Republican Congressional Committee Business Advisory Committee.

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Xiangru Lin – Director

Xiangru Lin served as the Chief Financial Officer of Federal Aerospace Holdings Group from 2017 to 2019, and as the Comptroller of Aero Motors Group from 2017 to 2019. She is also the Chairwoman of Hainan Softbank Stem Cell Company in Boao, Hainan. Presently she is the Chief Operating Officer and a Director of ASC. Xiangru Lin attended St. John’s University in New York in 2019 (a certificate program), she graduated from Zhengzhou University in 2010.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

(1) had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) above, or to be associated with persons engaged in any such activity;

(5) has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

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(6) has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation; or

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8) has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended June 30, 2023, with the exception of the following reports.

Reporting Person	Form Type
David Chen		3
Peter Yaugh Chen		4
Xiangru Lin		3

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Item 11. Executive Compensation.

The following table sets forth, for the fiscal years ended June 30, 2023 and June 30, 2022, certain information regarding the compensation earned by the Company’s named executive officers.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
David Chen,	2023	$	12,000		-		-		-		-		-		-	$	12,000
CEO, Director (1)	2022	$	-		-		-		-		-		-		-	$	0

Peter Yaugh Chen,	2023	$	-		-				-		-		-		-	$	0
CFO, Director (2)	2022	$	-		-				-		-		-		-	$	0

Peter Maddocks,	2023	$	-		-		-		-		-		-		-	$	0
Director (3)	2022	$	-		-		-		-		-		-		-	$	0

Xiangru Lin,	2023	$	10,000		-		-		-		-		-		-	$	10,000
Director (4)	2022	$	-		-		-		-		-		-		-	$	0

(1)	David Chen was named Chairman, CEO and President July 14, 2020.
(2)	Peter Yaugh Chen resigned as Director and CFO on August 2, 2023.
(3)	Peter Maddocks was resigned as director on October 21, 2022.
(4)	Xiangru Lin was named director July 14, 2020.

Director Compensation

Directors do not receive compensation for serving as a Director of the Company.

Employment Agreements

The Company does not have any written agreements with any of its executive officers.

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Overview of Compensation Program

We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.

Compensation Philosophy and Objectives

The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative.

Role of Executive Officers In Compensation Decisions

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of June 30, 2023, certain information concerning the beneficial ownership of our capital stock, including our common stock by:

	●	each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;

	●	each director;

	●	each named executive officer;

	●	all of our executive officers and directors as a group; and

	●	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

As of June 30, 2023, the Company had authorized 5,000,000,000 shares of common stock and 20,000,000 shares of Preferred Stock. There were 2,095,671,162 shares of common stock and 0 shares of Preferred Stock outstanding as of June 30, 2023.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of June 30, 2023 are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.

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Security Ownership of Management

Title of Class	Name and Address of Beneficial Owner	Amount and nature of beneficial ownership			Percent of Class
Common Stock	David Chen		1,745,000,585	(1)		83.267	%
	Peter Yaugh Chen		0			0
	Xiangru Lin		0			0
	Peter Maddocks		56,634,000	(2)
	Executive Officers and Directors as a Group		1,801,634,585			86	%

(1)	Shares are held in the name American Software Capital Inc., and entity of which David Chen is the President.
(2)	Includes 52,434,000 shares of Common Stock held in Golden Square Equity Partners Limited.

Stock Option Plan and other Employee Benefits Plans

The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

Amounts due to a related party are for advances made by stockholders of the Company. The balance due of $1,312,748 and $1,258,676 as at June 30, 2023 and 2022, respectively, is presented as due to related parties in the accompanying consolidated balance sheet. The amounts due are non-interest bearing and payable upon demand.

Promoters and Certain Control Persons

None.

List of Parents

None.

Director Independence

The Company has two independent directors.

Item 14. Principal Accounting Fees and Services.

Principal Accounting Fees & Services	2023		2022
Audit Fees	$	20,000	$	22,500
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		9,000		9,000
Total Fees	$	31,500	$	31,500

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Audit Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These fees were for professional services incurred in connection with accounting consultations and consultation regarding financial accounting and reporting standards.

Tax Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for tax services including tax compliance and the preparation of tax returns and tax consultation services. There were no such services by our principal accountant in 2023 or 2022.

All Other Fees

These amounts consisted of the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above. There were no such services by our principal accountant in 2023 or 2022.

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PART IV

Item 15. Exhibits and Financial Schedules

(a)(1) Index to Consolidated Financial Statements

The Financial Statements listed in the Index to Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K. See Part II, Item 8, “Financial Statement and Supplementary Data.”

(a)(2) Financial Statement Schedules

Other financial statement schedules for the years ended June 30, 2023 and 2022 have been omitted since they are either not required, not applicable, or the information is otherwise included in the consolidated financial statements or the notes to consolidated financial statements.

(a)(3) Exhibits

The Exhibits listed in the accompanying Exhibit Index are attached and incorporated herein by reference and filed as part of this report.

Item 16. Form 10–K Summary

None.

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EXHIBIT INDEX

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 31.2 hereto are deemed to accompany this Form 10-K/A 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 amended report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOKEN COMMUNITIES LTD.

Dated: August 5, 2024	By:	/s/ David Chen
		David Chen
		Chief Executive Officer, Director

Dated: August 5, 2024	By:	/s/ Xiangru Lin
		Xiangru Lin
		Director

nullnullnull

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Jun. 30, 2023	Aug. 02, 2024	Jul. 12, 2024
Cover [Abstract]
Entity Registrant Name	Token Communities, Ltd.
Entity Central Index Key	0001683252
Document Type	10-K/A
Amendment Flag	true
Entity Voluntary Filers	No
Current Fiscal Year End Date	--06-30
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding			2,095,671,162
Entity Public Float		$ 0
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	000-55688
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	81-3709511
Entity Address Address Line 1	850 Tidewater Shore Loop
Entity Address Address Line 2	Suite 402
Entity Address City Or Town	Bradenton
Entity Address State Or Province	FL
Entity Address Postal Zip Code	34208
City Area Code	631
Amendment Description	This Amendment No. 1 to the Token Communities, Ltd. (the “Company”) Annual Report on Form 10-K (the “Form 10-K/A”) amends our Annual Report on Form 10-K for the year ended June 30, 2023 previously filed on October 13, 2023. The Company is filing this Form 10-K/A to restate its audited consolidated financial statements, financial data and related disclosures as of and for the year ended June 30, 2023 to give effect to correctly apply the conversion of exchange rate transactions of its parent company and the conversion of its foreign currency subsidiary balances and certain other adjustments.
Icfr Auditor Attestation Flag	false
Auditor Name	Beckles & Co
Auditor Location	West Palm Beach, FL
Local Phone Number	397-1111
Entity Interactive Data Current	Yes
Auditor Firm Id	7116

CONSOLIDATED BALANCE SHEET - USD ($)	Jun. 30, 2023	Jun. 30, 2022
Current Assets:
Cash and cash equivalents	$ 0	$ 0
Total current assets	0	0
Other assets	0	836
TOTAL ASSETS	0	836
Current Liabilities:
Accounts payable and accrued expenses	73,885	0
Due to related parties	1,312,748	1,258,676
Total current liabilities	1,386,633	1,258,676
STOCKHOLDERS' DEFICIT
Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at June 30, 2023 and 2022	209,567	209,567
Additional paid-in capital	1,039,630	1,039,630
Accumulated deficit	(2,576,156)	(2,501,434)
Accumulated other comprehensive loss	(54,481)	(5,603)
Non-controlling interest	(5,192)	0
Total stockholders' deficit	(1,386,633)	(1,257,840)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ 836

CONSOLIDATED BALANCE SHEET (Parentheticals) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED BALANCE SHEET
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	2,095,671,162	2,095,671,162
Common stock, shares outstanding	2,095,671,162	2,095,671,162

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUES	$ 0	$ 0
OPERATING EXPENSES
Payroll Related Expenses	1,267	63,891
Rent Expense	17,536	44,145
Audit and Legal Fees	29,878	129,000
General and administrative	30,419	81,528
TOTAL OPERATING EXPENSES	79,100	318,564
LOSS FROM OPERATIONS	(79,100)	(318,564)
OTHER (EXPENSE) INCOME
Loss on impairment	(815)
Gain on sale of Lukki Exchange	0	101,604
TOTAL OTHER INCOME	(815)	101,604
PROVISION FOR INCOME TAXES	0	0
NET LOSS BEFORE NON-CONTROLLING INTEREST	(79,915)	(216,960)
Less non-controlling interest	(5,192)	0
NET LOSS	(74,723)	(216,960)
Other comprehensive loss - foreign currency translation	(48,878)	(18,323)
Comprehensive loss	$ (128,793)	$ (235,283)
NET LOSS PER SHARE: BASIC AND DILUTED	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	2,095,671,162	2,095,671,162

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY - USD ($)	Total	Common Stock	Additional Paid-In Capital	Comprehensive Income [Member]	Retained Earnings (Accumulated Deficit)	Noncontrolling Interest
Balance, shares at Jun. 30, 2021		2,095,671,162
Balance, amount at Jun. 30, 2021	$ (1,028,756)	$ 209,567	$ 1,039,630	$ 12,720	$ (2,290,673)	$ 0
Foreign currency translation gain	(18,323)	0	0	(18,323)	0	0
Net loss for the period	(216,960)	$ 0	0	0	(216,960)	0
Other equity adjustments	6,199				6,199
Balance, shares at Jun. 30, 2022		2,095,671,162
Balance, amount at Jun. 30, 2022	(1,257,840)	$ 209,567	1,039,630	(5,603)	(2,501,434)	0
Foreign currency translation gain	(48,878)	0	0	(48,878)	0	0
Net loss for the period	(79,915)	$ 0	0	0	(74,723)	(5,192)
Balance, shares at Jun. 30, 2023		2,095,671,162
Balance, amount at Jun. 30, 2023	$ (1,386,633)	$ 209,567	$ 1,039,630	$ (54,481)	$ (2,576,156)	$ (5,192)

CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (79,915)	$ (216,960)
Other equity adjustments		6,199
Impairment loss	836	0
Changes in operating assets and liabilities
Other Assets	0	0
Accounts payable and accrued expenses	73,885	(101,916)
Loan payable - related party	54,072	330,688
Net cash used in operating activities	48,878	18,011
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing activities	0	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash and equivalents	(48,878)	(18,323)
NET DECREASE IN CASH AND EQUIVALENTS	0	(312)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	0	312
CASH AND EQUIVALENTS, END OF PERIOD	$ 0	$ 0

ORGANIZATION AND BASIS OF PRESENTATION

12 Months Ended

Jun. 30, 2023

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Organization and Line of Business

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

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.

Basis of Presentation

Going Concern

Foreign Currency Translation

June 30,

2023

June 30,

2022

Period end: GBP to USD exchange rate

1.2162

1.210000

Average period: GBP to USD exchange rate

1.3312

1.300000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

Cash Equivalents

Fair Value of Financial Instruments

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

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

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

Revenue Recognition

Income Taxes

Basic and Diluted Earnings (loss) Per Share

Foreign Currency Transactions and Comprehensive Income

Statement of Cash Flows

Recent Accounting Pronouncements

STOCKHOLDERS EQUITY

12 Months Ended

Jun. 30, 2023

STOCKHOLDERS EQUITY

STOCKHOLDERS' EQUITY

NOTE 3 - STOCKHOLDERS’ EQUITY

RELATED PARTY TRANSACTIONS

12 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

INCOME TAXES

12 Months Ended

Jun. 30, 2023

INCOME TAXES

INCOME TAXES

NOTE 5 – INCOME TAXES

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jun. 30, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 6 - COMMITMENTS AND CONTINGENCIES

ACCOUNTS IMPAIRED

12 Months Ended

Jun. 30, 2023

ACCOUNTS IMPAIRED

ACCOUNTS IMPAIRED

NOTE 7 – ACCOUNTS IMPAIRED

On June 30, 2023 the following accounts were deemed to be impaired and written off accordingly:

●

Other assets $836

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

12 Months Ended

Jun. 30, 2023

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 8 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET	Previously reported June 30, 2023			Adjustment			Restated June 30, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,430		$	(1,430	)	$	-
Deposit receivable		50,000			(50,000	)		-
Inventory		46,480			(46,480	)		-
Total current assets		97,910			(97,910	)		-

Other assets		815			(815	)		-
TOTAL ASSETS	$	98,725		$	(98,725	)	$	-

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	190,170		$	(116,285	)		73,885
Due to related parties		1,520,885			(208,137	)		1,312,748
Total current liabilities	$	1,711,055		$	(324,422	)		1,386,633
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.0001 per share; 5,000,000,000 shares authorized; 2,095,671,162 shares issued and outstanding in June 30, 2023 and 2022	$	209,587			(20	)		209,567
Additional paid-in capital		1,039,610			20			1,039,630
Other comprehensive income		(54,481	)		(1	)		(54,482	)
Accumulated deficit		2,801,855	)		225,699			(2,575,341	)
Non-controlling interest		(5,191	)		(1	)		(5,192	)
Total stockholders' deficit		(1,612,330	)		225,697			(1,386,633	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	98,725			(98,725	)	$	-

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Previously Reported For the fiscal year ended June 30, 2023			Adjustment for the fiscal year ended June 30, 2023			Restated For the fiscal year ended June 30, 2023
REVENUES	$	31,937		$	(31,937	)	$	-

OPERATING EXPENSES
Payroll Related Expenses		46,823			(45,556	)		1,267
Rent Expense		24,565			(7,029	)		17,536
Audit and Legal fees		98,668			(68,790	)		29,878
Registration fees		115,888			(84,654	)		31,234
OTAL OPERATING EXPENSES		285,944			(206,029	)		79,915

LOSS FROM OPERATIONS		(254,007	)		174,092			(79,915	)

OTHER INCOME (EXPENSES)
Gain on sale of Lukki Exchange		-			-			-
TOTAL OTHER INCOME (EXPENSES)		-			-			-

PROVISION FOR INCOME TAXES		-

NET LOSS BEFORE NON-CONTROLLING INTEREST		(254,007	)		174,092			(79,915	)
Less non-controlling interest		(5,192	)					(5,192	)
NET LOSS		(248,815	)		174,092			(74,723	)

Foreign exchange translation gain (loss)		(48,878	)					(48,878	)
Comprehensive income	$	(297,693	)		174,092			(123,601	)

Net loss per common share – basic and diluted	$	(0.00	)	$	-		$	(0.00	)
Weighted average common shares outstanding – basic and diluted		2,095,671,162

CONSOLIDATED STATEMENT OF CASHFLOWS

	Previously Reported For the fiscal year ended June 30, 2023			Adjustment for the fiscal years ended June 30, 2023			Restated For the fiscal years ended June 30, 2023
OPERATING ACTIVITIES:
Net loss	$	(254,007	)	$	174,093			(79,915	)
Adjustments to reconcile net loss to net cash (used in) operating activities:

Impairment loss					836			836
Other equity adjustments		-
Changes in net assets and liabilities -
Inventory		(46,459	)		46,459			-
Accounts payable and accrued expense		88,254			(14,369	)		73,885
Loan payable – related party		262,208			(208,136	)		54,072
NET CASH USED IN OPERATING ACTIVITIES		18,011			(19,226	)		48,878

INVESTING ACTIVITIES
Loan to related party		-			-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-			-

FINANCING ACTIVITIES:
Proceeds from Common Stock – related party		-			-			-
Proceeds from Related party loan		-			-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-			-

Effect of exchange rate changes on cash and equivalents		(48,878	)					(48,878	)

NET INCREASE IN CASH		1,118			(1,118	)		-

CASH – BEGINNING OF PERIOD		312			-			-
CASH – END OF PERIOD	$	1,430		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
CONSOLIDATED BALANCE SHEET

	Previously reported June 30, 2022			Adjustment			Restated June 30, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	312		$	(312	)	$	-
Deposit receivable		50,000			(50,000	)		-
Inventory		-			-			-
Total current assets		50,312			(50,312	)		-

Other assets		836			-			836
TOTAL ASSETS	$	51,148		$	(50,312	)	$	836

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	101,916		$	(101,916	)		-
Due to related parties		1,258,676			-			1,258,676
Total current liabilities	$	1,360,592		$	(101,916	)		1,258,676
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.0001 per share; 5,000,000,000 shares authorized; 2,095,671,162 shares issued and outstanding in June 30, 2022 and 2021	$	209,587			(20	)		209,567
Additional paid-in capital		1,039,610			20			1,039,630
Other comprehensive income		(5,603	)		-			(5,603	)
Accumulated deficit		(2,553,038	)		51,604			(2,501,434	)
Non-controlling interest		-			-			-
Total stockholders' deficit		(1,309,444	)		51,604			(1,257,840	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	51,148			(50,312	)	$	836

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Previously Reported For the fiscal year ended June 30, 2022			Adjustment for the fiscal year ended June 30, 2022			Restated For the fiscal year ended June 30, 2022

REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
Payroll Related Expenses		63,891			-			63,891
Rent Expense		44,145			-			44,145
Audit and Legal fees		129,000			-			129,000
General and administrative expenses		81,528			-			81,528
TOTAL OPERATING EXPENSES		318,564			-			318,564

LOSS FROM OPERATIONS		(318,564	)		-			(318,564	)

OTHER INCOME (EXPENSES)
Other income		-			-			101,604
Gain on sale of Lukki Exchange		50,000			-			-
TOTAL OTHER INCOME (EXPENSES)		50,000			-			101,604

PROVISION FOR INCOME TAXES		-						-

NET LOSS BEFORE NON-CONTROLLING INTEREST		(268,564	)		-			(216,960	)
Less non-controlling interest		-			-			-
NET LOSS		(268,564	)		-			(216,960	)

Foreign exchange translation gain (loss)		(18,323	)		(30,556	)		(48,879	)
Comprehensive income	$	(286,887	)		(30,556	)		(317,443	)

Net loss per common share – basic and diluted	$	(0.00	)	$	-		$	(0.00	)
Weighted average common shares outstanding – basic and diluted		2,095,671,162

CONSOLIDATED STATEMENT OF CASHFLOWS
	Previously Reported For the fiscal year ended June 30, 2022			Adjustment for the fiscal years ended June 30, 2022			Restated For the fiscal years ended June 30, 2022
OPERATING ACTIVITIES:
Net loss	$	(268,564	)	$	51,604			(216,960	)
Adjustments to reconcile net loss to net cash (used in) operating activities:

Impairment loss		-			-			-
Other equity adjustments		-			6,199			6,199
Changes in net assets and liabilities -
Inventory		(50,000	)		50,000			-
Accounts payable and accrued expense		-			(101,916	)		(101,916	)
Loan payable – related party		336,887			(6,198	)		330,689
NET CASH USED IN OPERATING ACTIVITIES		18,323			(312	)		18,011

INVESTING ACTIVITIES
Loan to related party		-			-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-			-

FINANCING ACTIVITIES:
Proceeds from Common Stock – related party		-			-			-
Proceeds from Related party loan		-			-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-			-

Effect of exchange rate changes on cash and equivalents		(18,323	)		-			(18,323	)

NET INCREASE IN CASH		-			(312	)		(312	)

CASH – BEGINNING OF PERIOD		312			-			312
CASH – END OF PERIOD	$	312		$	-		$	-

SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 9 - SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 30, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

Cash Equivalents

Fair Value of Financial Instruments

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

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

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

Revenue Recognition

Income Taxes

Basic and Diluted Earnings (loss) Per Share

Foreign Currency Transactions and Comprehensive Income

Statement of Cash Flows

Recent Accounting Pronouncements

ORGANIZATION AND BASIS OF PRESENTATION (Tables)

12 Months Ended

Jun. 30, 2023

ORGANIZATION AND BASIS OF PRESENTATION

Schedule of Foreign Currency Translation

June 30,

2023

June 30,

2022

Period end: GBP to USD exchange rate

1.2162

1.210000

Average period: GBP to USD exchange rate

1.3312

1.300000

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Jun. 30, 2023

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Schedule of consolidated financial statements

CONSOLIDATED BALANCE SHEET	Previously reported June 30, 2023			Adjustment			Restated June 30, 2023
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,430		$	(1,430	)	$	-
Deposit receivable		50,000			(50,000	)		-
Inventory		46,480			(46,480	)		-
Total current assets		97,910			(97,910	)		-

Other assets		815			(815	)		-
TOTAL ASSETS	$	98,725		$	(98,725	)	$	-

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	190,170		$	(116,285	)		73,885
Due to related parties		1,520,885			(208,137	)		1,312,748
Total current liabilities	$	1,711,055		$	(324,422	)		1,386,633
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.0001 per share; 5,000,000,000 shares authorized; 2,095,671,162 shares issued and outstanding in June 30, 2023 and 2022	$	209,587			(20	)		209,567
Additional paid-in capital		1,039,610			20			1,039,630
Other comprehensive income		(54,481	)		(1	)		(54,482	)
Accumulated deficit		2,801,855	)		225,699			(2,575,341	)
Non-controlling interest		(5,191	)		(1	)		(5,192	)
Total stockholders' deficit		(1,612,330	)		225,697			(1,386,633	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	98,725			(98,725	)	$	-

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Previously Reported For the fiscal year ended June 30, 2023			Adjustment for the fiscal year ended June 30, 2023			Restated For the fiscal year ended June 30, 2023
REVENUES	$	31,937		$	(31,937	)	$	-

OPERATING EXPENSES
Payroll Related Expenses		46,823			(45,556	)		1,267
Rent Expense		24,565			(7,029	)		17,536
Audit and Legal fees		98,668			(68,790	)		29,878
Registration fees		115,888			(84,654	)		31,234
OTAL OPERATING EXPENSES		285,944			(206,029	)		79,915

LOSS FROM OPERATIONS		(254,007	)		174,092			(79,915	)

OTHER INCOME (EXPENSES)
Gain on sale of Lukki Exchange		-			-			-
TOTAL OTHER INCOME (EXPENSES)		-			-			-

PROVISION FOR INCOME TAXES		-

NET LOSS BEFORE NON-CONTROLLING INTEREST		(254,007	)		174,092			(79,915	)
Less non-controlling interest		(5,192	)					(5,192	)
NET LOSS		(248,815	)		174,092			(74,723	)

Foreign exchange translation gain (loss)		(48,878	)					(48,878	)
Comprehensive income	$	(297,693	)		174,092			(123,601	)

Net loss per common share – basic and diluted	$	(0.00	)	$	-		$	(0.00	)
Weighted average common shares outstanding – basic and diluted		2,095,671,162

	Previously Reported For the fiscal year ended June 30, 2023			Adjustment for the fiscal years ended June 30, 2023			Restated For the fiscal years ended June 30, 2023
OPERATING ACTIVITIES:
Net loss	$	(254,007	)	$	174,093			(79,915	)
Adjustments to reconcile net loss to net cash (used in) operating activities:

Impairment loss					836			836
Other equity adjustments		-
Changes in net assets and liabilities -
Inventory		(46,459	)		46,459			-
Accounts payable and accrued expense		88,254			(14,369	)		73,885
Loan payable – related party		262,208			(208,136	)		54,072
NET CASH USED IN OPERATING ACTIVITIES		18,011			(19,226	)		48,878

INVESTING ACTIVITIES
Loan to related party		-			-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-			-

FINANCING ACTIVITIES:
Proceeds from Common Stock – related party		-			-			-
Proceeds from Related party loan		-			-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-			-

Effect of exchange rate changes on cash and equivalents		(48,878	)					(48,878	)

NET INCREASE IN CASH		1,118			(1,118	)		-

CASH – BEGINNING OF PERIOD		312			-			-
CASH – END OF PERIOD	$	1,430		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
CONSOLIDATED BALANCE SHEET

	Previously reported June 30, 2022			Adjustment			Restated June 30, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	312		$	(312	)	$	-
Deposit receivable		50,000			(50,000	)		-
Inventory		-			-			-
Total current assets		50,312			(50,312	)		-

Other assets		836			-			836
TOTAL ASSETS	$	51,148		$	(50,312	)	$	836

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	101,916		$	(101,916	)		-
Due to related parties		1,258,676			-			1,258,676
Total current liabilities	$	1,360,592		$	(101,916	)		1,258,676
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.0001 per share; 5,000,000,000 shares authorized; 2,095,671,162 shares issued and outstanding in June 30, 2022 and 2021	$	209,587			(20	)		209,567
Additional paid-in capital		1,039,610			20			1,039,630
Other comprehensive income		(5,603	)		-			(5,603	)
Accumulated deficit		(2,553,038	)		51,604			(2,501,434	)
Non-controlling interest		-			-			-
Total stockholders' deficit		(1,309,444	)		51,604			(1,257,840	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	51,148			(50,312	)	$	836

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Previously Reported For the fiscal year ended June 30, 2022			Adjustment for the fiscal year ended June 30, 2022			Restated For the fiscal year ended June 30, 2022

REVENUES	$	-		$	-		$	-

OPERATING EXPENSES
Payroll Related Expenses		63,891			-			63,891
Rent Expense		44,145			-			44,145
Audit and Legal fees		129,000			-			129,000
General and administrative expenses		81,528			-			81,528
TOTAL OPERATING EXPENSES		318,564			-			318,564

LOSS FROM OPERATIONS		(318,564	)		-			(318,564	)

OTHER INCOME (EXPENSES)
Other income		-			-			101,604
Gain on sale of Lukki Exchange		50,000			-			-
TOTAL OTHER INCOME (EXPENSES)		50,000			-			101,604

PROVISION FOR INCOME TAXES		-						-

NET LOSS BEFORE NON-CONTROLLING INTEREST		(268,564	)		-			(216,960	)
Less non-controlling interest		-			-			-
NET LOSS		(268,564	)		-			(216,960	)

Foreign exchange translation gain (loss)		(18,323	)		(30,556	)		(48,879	)
Comprehensive income	$	(286,887	)		(30,556	)		(317,443	)

Net loss per common share – basic and diluted	$	(0.00	)	$	-		$	(0.00	)
Weighted average common shares outstanding – basic and diluted		2,095,671,162

CONSOLIDATED STATEMENT OF CASHFLOWS
	Previously Reported For the fiscal year ended June 30, 2022			Adjustment for the fiscal years ended June 30, 2022			Restated For the fiscal years ended June 30, 2022
OPERATING ACTIVITIES:
Net loss	$	(268,564	)	$	51,604			(216,960	)
Adjustments to reconcile net loss to net cash (used in) operating activities:

Impairment loss		-			-			-
Other equity adjustments		-			6,199			6,199
Changes in net assets and liabilities -
Inventory		(50,000	)		50,000			-
Accounts payable and accrued expense		-			(101,916	)		(101,916	)
Loan payable – related party		336,887			(6,198	)		330,689
NET CASH USED IN OPERATING ACTIVITIES		18,323			(312	)		18,011

INVESTING ACTIVITIES
Loan to related party		-			-			-
NET CASH USED IN INVESTING ACTIVITIES		-			-			-

FINANCING ACTIVITIES:
Proceeds from Common Stock – related party		-			-			-
Proceeds from Related party loan		-			-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-			-

Effect of exchange rate changes on cash and equivalents		(18,323	)		-			(18,323	)

NET INCREASE IN CASH		-			(312	)		(312	)

CASH – BEGINNING OF PERIOD		312			-			312
CASH – END OF PERIOD	$	312		$	-		$	-

ORGANIZATION AND BASIS OF PRESENTATION (Details)	Jun. 30, 2023	Jun. 30, 2022
ORGANIZATION AND BASIS OF PRESENTATION
Period end: GBP to USD exchange rate	1.2162	1.210000
Average period: GBP to USD exchange rate	1.3312	1.300000

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)			1 Months Ended		12 Months Ended
	Jan. 10, 2023	Jul. 14, 2020	May 28, 2020	Feb. 26, 2018	Jun. 30, 2023
Common shares to treasury				19,266,000
Promissory Note Issued	$ 225,000
Common stock of ownership percentage				100.00%
PLC acquired				172,800,000
Shares outstanding, prior to merger					116,466,000
Surrendered shares, amount					19,266,000
Net liabilities of legal acquirer (in Dollars)					$ 57,107
Tokens acquired		0
Stock cancelled during period		174,540,600
Stockholders' deficit (in Dollars)					$ 1,386,633
Common Stock
Shares outstanding, after merger					270,000,000
iRideio Tech Pte Ltd [Member]
Tokens acquired			3,500,000,000
Stock Issued During Period, Shares, Acquisitions			80,000,000
Acquired shares, value (in Dollars)			$ 8,000
American Software Capital, Inc. [Member]
Tokens acquired		3,500,000,000
Percentage of outstanding stock, acquired		83.00%
Acquired shares, amount		1,745,406
Transaction cost (in Dollars)		$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for uncollectible accounts receivable	$ 0
Largest amount of tax benefit percentage	50.00%
Other comprehensive income	$ 48,879	$ 18,323

STOCKHOLDERS EQUITY (Details Narrative) - $ / shares	12 Months Ended
STOCKHOLDERS EQUITY (Details Narrative) - $ / shares	Jun. 30, 2023	Jun. 30, 2022
STOCKHOLDERS EQUITY
Common stock, shares authorized	5,000,000,000	5,000,000,000
Preferred stock, shares authorized	20,000,000
Preferred stock, par value (in Dollars per share)	$ 0.0001
Common stock, voting rights	Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Jun. 30, 2023	Jun. 30, 2022
RELATED PARTY TRANSACTIONS
Due of related parties	$ 1,312,748	$ 1,258,676

COMMITMENTS AND CONTINGENCIES (Details Narrative)		12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Jul. 06, 2018	Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES
Purchase percentage	75.00%
Description of transaction description		Both parties agreed that the date for the first closing ($500,000) will take place by bank transfer no later than mid-March 2019. The following payments will be 90 days later (i.e. on or before May 31, 2029) 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

ACCOUNTS IMPAIRED (Details Narrative)	Jun. 30, 2023 USD ($)
ACCOUNTS IMPAIRED
Other assets	$ 836

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2021
Total current assets	$ 0	$ 0
TOTAL ASSETS	0	836
Accounts payable and accrued expenses	73,885	0
Due to related parties	1,312,748	1,258,676
Total current liabilities	1,386,633	1,258,676
Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at June 30, 2023 and 2022	209,567	209,567
Additional paid-in capital	1,039,630	1,039,630
Accumulated other comprehensive loss	(54,481)	(5,603)
Accumulated deficit	(2,576,156)	(2,501,434)
Non-controlling interest	(5,192)	0
Total stockholders' deficit	(1,386,633)	(1,257,840)	$ (1,028,756)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	0	836
Total current assets	0	0
TOTAL ASSETS	0	(836)
Accounts payable and accrued expenses	(73,885)	0
Total current liabilities	(1,386,633)	(1,258,676)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	0	(836)
Previously reported [Member]
Cash and cash equivalents	1,430	312
Deposit receivable	50,000	50,000
Inventory	46,480	0
Total current assets	97,910	50,312
Other assets	815	836
TOTAL ASSETS	98,725	51,148
Accounts payable and accrued expenses	190,170	101,916
Due to related parties	1,520,885	1,258,676
Total current liabilities	1,711,055	1,360,592
Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at June 30, 2023 and 2022	209,587	209,587
Additional paid-in capital	1,039,610	1,039,610
Accumulated other comprehensive loss	(54,481)	(5,603)
Accumulated deficit	(2,801,855)	(2,553,038)
Non-controlling interest	(5,191)	0
Total stockholders' deficit	(1,612,330)	(1,309,444)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	98,725	51,148
Cash and cash equivalents	(1,430)	(312)
Inventory	(46,480)	0
Total current assets	(97,910)	(50,312)
Other assets	(815)	(836)
TOTAL ASSETS	(98,725)	(51,148)
Accounts payable and accrued expenses	(190,170)	(101,916)
Total current liabilities	(1,711,055)	(1,360,592)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	(98,725)	(51,148)
Adjustment [Member]
Cash and cash equivalents	1,430	312
Deposit receivable	(50,000)	(50,000)
Inventory	46,480	0
Total current assets	97,910	50,312
Other assets	815	0
TOTAL ASSETS	98,725	50,312
Accounts payable and accrued expenses	116,285	101,916
Due to related parties	(208,137)	0
Total current liabilities	324,422	101,916
Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at June 30, 2023 and 2022	(20)	(20)
Additional paid-in capital	20	20
Accumulated other comprehensive loss	(1)	0
Accumulated deficit	225,699	51,604
Non-controlling interest	(1)	0
Total stockholders' deficit	225,697	51,604
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	98,725	50,312
Cash and cash equivalents	(1,430)	(312)
Inventory	(46,480)	0
Total current assets	(97,910)	(50,312)
Other assets	(815)	0
TOTAL ASSETS	(98,725)	(50,312)
Accounts payable and accrued expenses	(116,285)	(101,916)
Total current liabilities	(324,422)	(101,916)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	(98,725)	(50,312)
Restated [Member]
Cash and cash equivalents	0	0
Deposit receivable	0	0
Inventory	0	0
Total current assets	0	0
Other assets	0	836
TOTAL ASSETS	0	836
Accounts payable and accrued expenses	73,885	0
Due to related parties	1,312,748	1,258,676
Total current liabilities	1,386,633	1,258,676
Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at June 30, 2023 and 2022	209,567	209,567
Additional paid-in capital	1,039,630	1,039,630
Accumulated other comprehensive loss	(54,482)	(5,603)
Accumulated deficit	(2,575,341)	(2,501,434)
Non-controlling interest	(5,192)	0
Total stockholders' deficit	(1,386,633)	(1,257,840)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	0	836
Cash and cash equivalents	0	0
Inventory	0	0
Total current assets	0	0
Other assets	0	(836)
TOTAL ASSETS	0	(836)
Accounts payable and accrued expenses	(73,885)	0
Total current liabilities	(1,386,633)	(1,258,676)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 0	$ (836)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 1) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
REVENUES	$ 0	$ 0
Payroll Related Expenses	1,267	63,891
Rent Expense	(17,536)	(44,145)
Rent Expense	17,536	44,145
Audit and Legal Fees	(29,878)	(129,000)
Audit and Legal Fees	29,878	129,000
TOTAL OPERATING EXPENSES	79,100	318,564
LOSS FROM OPERATIONS	(79,100)	(318,564)
Gain on sale of Lukki Exchange	0	101,604
TOTAL OTHER INCOME (EXPENSES)	(815)	101,604
PROVISION FOR INCOME TAXES	0	0
Less non-controlling interest	(5,192)	0
NET LOSS	(79,915)	(216,960)
Foreign exchange translation gain (loss)	(48,878)	(18,323)
Comprehensive income	$ (128,793)	$ (235,283)
NET LOSS PER SHARE: BASIC AND DILUTED	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	2,095,671,162	2,095,671,162
Previously reported [Member]
REVENUES	$ 31,937	$ 0
Payroll Related Expenses	46,823	63,891
Rent Expense	(24,565)	(44,145)
Rent Expense	24,565	44,145
Audit and Legal Fees	(98,668)	(129,000)
Audit and Legal Fees	98,668	129,000
Registration fees	115,888	81,528
TOTAL OPERATING EXPENSES	285,944	318,564
LOSS FROM OPERATIONS	(254,007)	(318,564)
Gain on sale of Lukki Exchange	0	50,000
Other income		0
TOTAL OTHER INCOME (EXPENSES)	0	50,000
PROVISION FOR INCOME TAXES	0	0
NET LOSS BEFORE NON-CONTROLLING INTEREST	(254,007)	(268,564)
Less non-controlling interest	(5,192)	0
NET LOSS	(248,815)	(268,564)
Foreign exchange translation gain (loss)	(48,878)	(18,323)
Comprehensive income	$ (297,693)	$ (286,887)
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.00)	$ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	2,095,671,162	2,095,671,162
Adjustment [Member]
REVENUES	$ (31,937)	$ 0
Payroll Related Expenses	(45,556)	0
Rent Expense	(7,029)	0
Rent Expense	7,029	0
Audit and Legal Fees	(68,790)	0
Audit and Legal Fees	68,790	0
Registration fees	(84,654)	0
TOTAL OPERATING EXPENSES	(206,029)	0
LOSS FROM OPERATIONS	174,092	0
Gain on sale of Lukki Exchange	0	0
Other income		0
TOTAL OTHER INCOME (EXPENSES)	0	0
NET LOSS BEFORE NON-CONTROLLING INTEREST	174,092	0
Less non-controlling interest		0
NET LOSS	174,092	0
Foreign exchange translation gain (loss)		(30,556)
Comprehensive income	$ 174,092	$ (30,556)
NET LOSS PER SHARE: BASIC AND DILUTED	$ 0	$ 0
Restated [Member]
REVENUES	$ 0	$ 0
Payroll Related Expenses	1,267	63,891
Rent Expense	(17,536)	(44,145)
Rent Expense	17,536	44,145
Audit and Legal Fees	(29,878)	(129,000)
Audit and Legal Fees	29,878	129,000
Registration fees	31,234	81,528
TOTAL OPERATING EXPENSES	79,915	318,564
LOSS FROM OPERATIONS	(79,915)	(318,564)
Gain on sale of Lukki Exchange	0	0
Other income		101,604
TOTAL OTHER INCOME (EXPENSES)	0	101,604
PROVISION FOR INCOME TAXES		0
NET LOSS BEFORE NON-CONTROLLING INTEREST	(79,915)	(216,960)
Less non-controlling interest	(5,192)	0
NET LOSS	(74,723)	(216,960)
Foreign exchange translation gain (loss)	(48,878)	(48,879)
Comprehensive income	$ (123,601)	$ (317,443)
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.00)	$ (0.00)

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details 2) - USD ($)	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Net loss	$ (79,915)	$ (216,960)
Impairment loss	815
Other equity adjustments		6,199
Accounts payable and accrued expenses	73,885	(101,916)
Loan payable - related party	54,072	330,688
Net cash used in operating activities	48,878	18,011
Net cash used in investing activities	0	0
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash and equivalents	(48,878)	(18,323)
NET INCREASE IN CASH	0	(312)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	0	312
CASH AND EQUIVALENTS, END OF PERIOD	0	0
Previously reported [Member]
Net loss	(254,007)	(268,564)
Impairment loss		0
Other equity adjustments	0	0
Inventory	(46,459)	(50,000)
Accounts payable and accrued expenses	88,254	0
Loan payable - related party	262,208	336,887
Net cash used in operating activities	18,011	18,323
Loan to related party	0	0
Net cash used in investing activities	0	0
Proceeds from Common Stock - related party	0	0
Proceeds from Related party loan	0	0
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash and equivalents	(48,878)	(18,323)
NET INCREASE IN CASH	1,118	0
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	312	312
CASH AND EQUIVALENTS, END OF PERIOD	1,430	312
Adjustment [Member]
Net loss	174,093	51,604
Impairment loss	836	0
Other equity adjustments		6,199
Inventory	46,459	50,000
Accounts payable and accrued expenses	(14,369)	(101,916)
Loan payable - related party	(208,136)	(6,198)
Net cash used in operating activities	(19,226)	(312)
Loan to related party	0	0
Net cash used in investing activities	0	0
Proceeds from Common Stock - related party	0	0
Proceeds from Related party loan	0	0
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash and equivalents		0
NET INCREASE IN CASH	(1,118)	(312)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	0	0
CASH AND EQUIVALENTS, END OF PERIOD	0	0
Restated [Member]
Net loss	(79,915)	(216,960)
Impairment loss	836	0
Other equity adjustments		6,199
Inventory	0	0
Accounts payable and accrued expenses	73,885	(101,916)
Loan payable - related party	54,072	330,689
Net cash used in operating activities	48,878	18,011
Loan to related party	0	0
Net cash used in investing activities	0	0
Proceeds from Common Stock - related party	0	0
Proceeds from Related party loan	0	0
Net cash provided by financing activities	0	0
Effect of exchange rate changes on cash and equivalents	(48,878)	(18,323)
NET INCREASE IN CASH	0	(312)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	0	312
CASH AND EQUIVALENTS, END OF PERIOD	$ 0	$ 0