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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

AMENDMENT NO. 1

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

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2024

Commission File No.

000-55688

Token Communities Ltd.

(Name of small business issuer in its charter)

Delaware

81-3709511

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

850 Tidewater Shore Loop, Suite 402

Bradenton, Florida, 34208

(Address of principal executive offices)

(631) 397-1111

(Issuer’s telephone number)

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of October 22, 2024, the Company had 2,095,872,947 outstanding shares of its common stock, par value $0.0001.

EXPLANATORY NOTE

This Amendment No. 1 to the Token Communities, Ltd. (the “Company”) Quarterly Report on Form 10-A (the “Form 10-Q/A”) amends our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 previously filed with the Securities and Exchange Commission. The Company is filing this Form 10-Q/A to restate its unaudited consolidated financial statements, financial data and related disclosures as of and for the quarter ended March 31, 2024 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.

Special Note Regarding Forward-Looking Statements

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

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

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Information	4
	Unaudited Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Stockholders’ Deficit	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8-13

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	16

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities, and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	18
Signatures		19

Table of Contents

Item 1. Unaudited Condensed Consolidated Financial Statements

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(unaudited)

	March 31,			June 30,
	2024			2023
ASSETS

Assets
Current Assets:
Cash and equivalents	$	-		$	1,130
Total current assets		-			1,130

TOTAL ASSETS	$	-		$	1,130

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	97,304		$	73,885
Unearned revenue		552			-
Due to related parties		1,409,370			1,314,193
Total current liabilities		1,507,226			1,388,078

STOCKHOLDERS’ DEFICIT

Common stock: $0.0001 par value; 5,000,000,000 share authorized; 2,095,671,162 shares of common stock issued and outstanding at March 31, 2024 and June 30, 2023		209,567			209,567
Additional paid-in capital		1,039,630			1,039,630
Accumulated Other comprehensive income		(57,462	)		(54,481	)
Accumulated deficit		(2,689,062	)		(2,576,440	)
Non-controlling interest		(9,899	)		(5,224	)
Total stockholders’ deficit		(1,507,226	)		(1,386,948	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	1,130

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

Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three months			Three months			Nine months			Nine months
	ended			ended			ended			ended
	31-Mar-24			31-Mar-23			31-Mar-24			31-Mar-23
REVENUES	$	-		$	30,592		$	1,516		$	30,592

OPERATING EXPENSES
Payroll Related Expenses		-			12,205			23,419			22,414
Rent Expense		-			7,029			-			10,234
Audit and Legal Fees		7,000			5,000			65,067			101,500
General and administrative		2,789			35,408			18,479			89,120
TOTAL OPERATING EXPENSES		9,789			59,642			106,965			223,268

LOSS FROM OPERATIONS		(9,789	)		(29,050	)		(105,449	)		(192,676	)

OTHER (EXPENSE)
Loss on Impairment		(11,848	)		-			(11,848	)		-
TOTAL OTHER EXPENSE		(11,848	)		-			(11,848	)		-

PROVISION FOR INCOME TAXES		-			-			-			-

NET LOSS BEFORE NON-CONTROLLING INTEREST	$	(21,637	)	$	(29,050	)	$	(117,297	)	$	(192,676	)
Less non-controlling interest		(1,295	)		(1,965	)		(4,675	)		(1,965	)
NET LOSS	$	(20,342	)	$	(27,085	)	$	(112,622	)	$	(190,711	)

Foreign exchange translation income (loss)		12,599			61,253			(2,981	)		57,879
Comprehensive income (loss)	$	(7,743	)	$	34,168		$	(115,603	)	$	(132,832	)

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

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

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

Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(unaudited)

	Common Stock
			Par Value,		Additional Paid-In		Comprehensive			Accumulated			Non- controlling			Total Stockholders'
			$0.0001		Capital		Income			Deficit			Interest			Deficit
Balance, June 30, 2022		2,095,671,162	$	209,567	$	1,039,630	$	(5,603	)	$	(2,553,038	)	$	-		$	(1,309,444	)

Foreign currency translation gain		-		-		-		-			-			-			-
Net loss for the period		-		-		-		-			-			-			-
Balance, September 30, 2022		2,095,671,162		209,567		1,039,630		(5,603	)		(2,553,038	)		-			(1,309,444	)

Foreign currency translation gain		-		-		-		(3,374	)		-			-			(3,374	)
Net loss for the period		-		-		-		-			(163,626	)		-			(163,626	)
Balance, December 31, 2022		2,095,671,162		209,567	$	1,039,630	$	(8,977	)	$	(2,716,664	)	$	-		$	(1,476,444	)

Foreign currency translation gain		-		-		-		61,253			-			-			61,253
Net loss for the period		-		-		-		-			(27,085	)		(1,965.00	)		(29,050	)
Balance, March 31, 2023		2,095,671,162		209,567	$	1,039,630	$	52,276		$	(2,743,749	)	$	(1,965.00	)	$	(1,444,241	)


Balance, June 30, 2023		2,095,671,162	$	209,567	$	1,039,630	$	(54,481	)	$	(2,576,440	)	$	(5,224	)	$	(1,386,948	)

Foreign currency translation gain (loss)		-		-		-		3,772			-			-			3,772
Net loss for the period		-		-		-		-			(37,389	)		(1,934	)		(39,323	)
Balance, September 30, 2023		2,095,671,162		209,567		1,039,630		(50,709	)		(2,613,829	)		(7,158	)		(1,422,499	)

Foreign currency translation gain (loss)		-		-		-		(19,352	)		-			-			(19,352	)
Net loss for the period		-		-		-		-			(54,892	)		(1,445	)		(56,337	)
Balance, December 31, 2023		2,095,671,162	$	209,567	$	1,039,630	$	(70,061	)	$	(2,668,721	)	$	(8,603	)	$	(1,498,188	)

Foreign currency translation gain (loss)		-		-		-		(12,599	)		-			-			(12,599	)
Net loss for the period		-		-		-		-			20,341			1,296			21,637
Balance, Mar 31, 2024		2,095,671,162	$	209,567	$	1,039,630	$	(57,462	)	$	(2,689,062	)	$	(9,899	)	$	(1,507,226	)

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

Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	Nine months ended March 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(117,297	)	$	(192,676	)
Impairment loss		11,848			-
Changes in operating assets and liabilities					-
Inventory		(11,848	)		-
Accounts payable and accrued expenses		23,971			12,205
Loan payable - related party		95,177			122,692
Net cash provided by (used in) operating activities		1,851			(57,779	)


Effect of exchange rate changes on cash and equivalents	$	(2,981	)	$	57,879

NET DECREASE IN CASH AND EQUIVALENTS		(1,130	)		-

CASH AND EQUIVALENTS, BEGINNING OF PERIOD	$	1,130		$	312

CASH AND EQUIVALENTS, END OF PERIOD	$	-		$	412

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

Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Organization and Line of Business

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

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

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

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

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

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

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

Table of Contents

As a condition to the closing of the transactions contemplated in the Asset Purchase Agreement, shareholders agreed to cancel an aggregate of 174,540,600 shares of Common Stock of the Company, and the holders of the Company’s Series A, B, C, D and E warrants agreed to the cancellation of all such warrants. On April 25, 2022 Token Communities, Ltd. (the “Company”) closed on the sale of the “Lukki Exchange” and related Lukki tokens in exchange for Fifty Thousand Dollars. This consideration has not been received by the Company and was written off on June 30, 2023.

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

Basis of Presentation

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

Going Concern

The accompanying CFS were prepared in conformity with U.S. GAAP, which contemplates the continuation of the Company as a going concern. The Company had a stockholders’ deficit of $1,507,226 as of March 31, 2024 and has incurred losses from operations since inception and expects to continue to generate operating losses and negative cash flows for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from operations.

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

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.

Mar 31,

2024

Mar 31,

2023

Period end: GBP to USD exchange rate

1.2625

1.370000

Average period: GBP to USD exchange rate

1.2625

1.310000

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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, their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

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

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

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

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

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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 the three months ended March 31, 2024.

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 (loss) of $12,599 at March 31, 2024 and $61,253 at March 31, 2023 is classified as an item of other comprehensive income in the stockholders’ deficit section of the balance sheet.

Statement of Cash Flows

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

Recent Accounting Pronouncements

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

Immaterial Out of Period Adjustments

During the three months ended September 30, 2023, the Company identified an immaterial error related to the exclusion of cash balances that impacted the Company’s previously issued June 30, 2023, consolidated financial statements. Management evaluated the effect of the error on the June 30, 2023, financial statements and concluded the error was not material. As a result, in the three months ended September 30, 2023, the Company recorded an out of period adjustment to increase cash, increase related party debt and increase accumulated deficit.

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Adjustments

The following unaudited tables present the impact of the adjustments on the Company’s previously reported consolidated financial statements as of and for the year ended June 30, 2023. The values as previously reported were derived from the Company’s original Form 10-K previously filed with the Securities and Exchange Commission:

	As of June 30, 2023
	As Previously Reported			Adjustment			As Adjusted
Assets
Cash and equivalents		-			1,130			1,130
Total Assets		-			1,130			1,130

Liabilities
Due to related parties		1,312,748			1,445			1,314,193
Total liabilities		1,386,633			1,445			1,388,078

Stockholder's Deficit
Accumulated deficit		(2,576,157	)		(315	)		(2,576,472	)
Total stockholders' deficit		(1,386,633	)		(315	)		(1,386,948	)
Total liabilities and stockholders' deficit		-			1,130			1,130

	For the fiscal year ended June 30, 2023
	As Previously Reported			Adjustment			As Adjusted
Operating expenses
General and administrative		30,419			315			30,734
Total operating expenses		79,100			315			79,415

Loss from operations		(79,100	)		(315	)		(79,415	)

Net income (loss) before non-controlling interest		(79,915	)		(315	)		(80,230	)
Less non-controlling interest		(5,192	)		(31	)		(5,223	)
Net income (loss)		(74,723	)		(284	)		(75,007	)

Comprehensive income (loss)		(123,601	)		(284	)		(123,885	)

	As of June 30, 2023
	As Previously Reported			Adjustment			As Adjusted
Stockholders' deficit
Net income (loss) for the period		(79,915	)		(315	)		(75,007	)
Total stockholder's deficit		(1,386,633	)		(315	)		(1,386,948	)

	For the fiscal year ended June 30, 2023
	As Previously Reported			Adjustment			As Adjusted
Cash flows from operating activities
Net (loss)		(79,915	)		(315	)		(80,230	)
Loan payable - related party		54,072			1,445			55,517
Net cash used in operating activities		48,878			1,130			50,008
Cash and equivalents, end of period		-			1,130			1,130

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NOTE 3 - STOCKHOLDERS’ EQUITY

As of March 31, 2024, the authorized share capital of the Company consists of 5,000,000,000 shares of common and 20,000,000 shares of preferred stock with $0.0001 par value. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

NOTE 4 - RELATED PARTY TRANSACTIONS

Amounts due to a related party are, for advances, made by a stockholder of the Company. The balances of $1,409,370 and $1,314,193 as of March 31, 2024 and March 31, 2023 respectively, is presented as due to related parties in the accompanying consolidated balance sheet. The amounts due are non-interest bearing and payable upon demand.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

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

NOTE 6 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to March 31, 2024, to the date these financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements.

NOTE 7 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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

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

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

Overview

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

Critical Accounting Policies

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the period ended March 31, 2024.

New and Recently Adopted Accounting Pronouncements

Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our financial statements included herein for the period ended March 31, 2024.

Results of Operations

Financial Condition and Changes in Financial Condition

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

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

Operating Expenses. For the three months ended March 31, 2024 operating expenses decreased to $9,789 from $59,642 for the three months ended March 31, 2023. The decrease was largely due to an decrease in General and Administrative Expenses.

General and Administrative Expenses. Our general and administrative expenses decreased to $2,789 for the three months ended March 31, 2024 from $35,408 for the three months ended March 31, 2023.

Net Loss. The Company’s net loss was $(20,342) compared to a net loss of $(27,085) for the three months ended March 31, 2024 and 2023, respectively.

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

Revenue. For the nine months ended March 31, 2024, we generated revenues of $1,516 as compared to $30,592 for the nine months ended March 31, 2023.

Operating Expenses. For the nine months ended March 31, 2024 operating expenses decreased to $106,965 from $223,268 for the nine months ended March 31, 2023. The decrease was largely due to a decrease in Audit and Legal Fees and General and Administrative Expenses.

General and Administrative Expenses. Our general and administrative expenses decreased to $18,479 for the nine months ended March 31, 2024 from $89,120 for the nine months ended March 31, 2023.

Net Loss. The Company’s net loss was $(112,622) compared to a net loss of $(190,711) for the nine months ended March 31, 2024 and 2023, respectively.

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Liquidity and Capital Resources

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

The Company had $0 in cash and equivalents as of March 31, 2024. The Company has negative working capital of $(1,507,226), and total stockholders’ deficit of $(1,507,226) as of March 31, 2024. As of March 31, 2024, the Company has yet to achieve profitable operations, and while the Company hopes to achieve profitable operations in the future, if not, it may need to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as its ability to raise capital. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to become profitable and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses, the Company may not be able to maintain profitability. The Company’s ability to continue in existence is dependent on the Company’s ability to achieve profitable operations.

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

Operating Activities

Cash flow from operating activities – Net cash provided (used) in operating activities was $1,851 for the three months ended March 31, 2024 primarily as a result of net loss from operations during the period. Net cash provided (used) in operating activities was ($57,779) for the three months ended March 31, 2023 primarily as a result of net loss from operations during the period.

Off Balance Sheet Arrangements

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

Recent Accounting Pronouncements

During the three months ended March 31, 2024, there were no accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have performed an evaluation under the supervision and with the participation of our management, including our President and Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2024. Based on that evaluation, our management, including our President and CEO and CFO, concluded that our disclosure controls and procedures were not effective as of March 31, 2024 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

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

inadequate segregation of duties consistent with control objectives.

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

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

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2024, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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Item 6. Exhibits

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

⁽¹⁾

Filed herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 31.1, 31.2 and 32.2 hereto are deemed to accompany this Form 10-Q/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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOKEN COMMUNITIES LTD.

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

TOKEN COMMUNITIES LTD. 10-Q/A