UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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, ~~2024~~2025

☐	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)

Registrant’s telephone number, including area code: (631) 397-1111

~~(Issuer’s~~Securities ~~telephone~~registered ~~number~~pursuant to Section 12(g) of the Act:

Securities registered pursuant to Section 12(b) 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 ☒

The aggregate market value of the voting and non-voting common equity held by non affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $49,~~388~~910,~~344~~186.

As of April ~~December 22~~3, ~~2024~~2026, the Company had 2,~~095~~097,671,162 outstanding shares of its common stock, par value $0.0001.

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.

	·	to include less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation

	·	to provide audited financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited financial statements for three fiscal years

	·	to defer complying with certain changes in accounting standards, and

	·	to use test-the-waters communications with qualified institutional buyers and institutional accredited investors.

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; 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.

2 ~~Table of Contents~~

TABLE OF CONTENTS

PART I
Item 1.	Business	4	4
Item 1A.	Risk Factors.	6	5
Item 1B.	Unresolved Staff Comments.	7	6
Item 1C	Cybersecurity.	7	6
Item 2.	Properties.	7	6
Item 3.	Legal Proceedings.	7	6
Item 4.	Mine Safety Disclosures.	7	6
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8	7
Item 6.	[Reserved]	8	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9	8
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	11	10
Item 8.	Financial Statements and Supplementary Data.	12	11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	13	12
Item 9A.	Controls and Procedures.	13	12
Item 9B.	Other Information.	14	13
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	14	13
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	15	14
Item 11.	Executive Compensation.	18	17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	19	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	20	19
Item 14.	Principal Accountant Fees and Services.	21	19
PART IV
Item 15.	Exhibit and Financial Statement Schedules.	22	21
Item 16.	Form 10–K Summary.	22	21
Signatures		24	23

Table of Contents

PART I

Item 1. Business

Overview

Up to the end of calendar 2023, 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 2023. Unfortunately, China banned foreign crypto currency operations such as these and we began, at the end of 2023, 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. In May 2024 we entered into the real estate development field with the acquisition of ASC Global Inc.

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.2024

On ~~January~~May 10, ~~2023~~2024 the Company entered into aan ~~Stock~~agreement ~~Purchase~~with ~~Agreement~~ASC ~~with~~Global ~~Elements~~Inc. (“ASC Global”), whereby the Company acquired ~~ninety~~all of the issued and outstanding shares of common stock of ~~Elements~~ASC ~~(which~~Global ~~represents~~in ~~ninety~~exchange ~~percent~~for the issuance of a promissory note by the ~~outstanding~~Company ~~shares~~to the shareholder (David Champ, CEO, CFO, President of ~~common~~the ~~stock~~Company) of ~~Elements~~ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”). AsThe aPromissory ~~result~~Note ofbears interest at the ~~closing~~rate of ~~transaction~~four ~~set~~percent ~~forth~~per ~~above,~~annum ~~Elements~~and ~~has~~provides ~~become~~that aall ~~subsidiary~~outstanding principal of ~~the~~and ~~Company~~accrued ~~and~~but ~~the~~unpaid ~~Company~~interest ~~has~~thereon ~~expanded~~shall ~~its~~be ~~business~~paid ~~operations~~in ~~into~~full ~~the~~on ~~health~~or ~~and~~before ~~wellness~~May ~~sector~~10, 2027.

OnThe ~~May~~core ~~10,~~business ~~2024~~of ~~the~~ASC ~~Company~~Global ~~entered~~is ~~into~~luxury anwaterfront ~~agreement~~home ~~with~~development ~~ASC~~in ~~Global~~southwest ~~Inc~~Florida. (“ASC Global), ~~whereby~~owns ~~the~~over ~~Company~~20 ~~acquired~~properties ~~all~~in ofFlorida ~~the~~in ~~issued~~various ~~and~~stages ~~outstanding~~of ~~shares~~development. ofWe ~~common~~are ~~stock~~positioned ofas ~~ASC~~the ~~Global~~waterfront inluxury ~~exchange~~home developer for the ~~issuance~~specialty premium niche market in Florida. A majority of aour ~~promissory~~properties ~~note~~are bypremium ~~the~~waterfront ~~Company~~homesites toin the ~~shareholder~~Greater ~~(David~~Sarasota ~~Chen,~~Area ~~President~~and ofhave ~~the~~started ~~Company)~~construction on some of ~~ASC~~these ~~Global~~lots in ~~the~~various ~~principal~~stages. ~~amount~~Most of ~~Five~~these ~~Million~~lots ~~Dollars~~are located in Northport (~~the~~Sarasota ~~“Promissory~~County), ~~Note”~~Gulf Cove and Punta Gorda (Charlotte County)., ~~The~~all ~~Promissory~~within ~~Note~~an ~~bears~~hour ~~interest~~drive atfrom ~~the~~Downtown ~~rate~~Sarasota. The majority of ~~four~~our ~~percent~~homesites ~~per~~are ~~annum~~gulf-access and ~~provides~~sailboat ~~that~~access, ~~all~~located ~~outstanding~~right ~~principal~~off ofthe ~~and~~open ~~accrued~~water, ~~but~~the ~~unpaid~~most ~~interest~~desirable ~~thereon~~locations ~~shall~~for bethe ~~paid~~Florida highly sought after premium waterfront homes. We also have some lakefront homesites in ~~full~~Punta onGorda orand ~~before~~Tropical ~~May~~Gulf ~~10,~~Areas ~~2027~~in Charlotte County.

~~Our~~The ~~principal~~Company ~~executive~~is ~~offices~~also ~~are~~in ~~located~~the atpreliminary ~~4802~~stages ~~Lena~~of ~~Road,~~creating ~~Unit~~an ~~105,~~APOZ ~~Bradenton~~(Asia Pacific Opportunity Zone) project of approximately 500 acres in the Greater Houston Area (Chambers County) which will consist of industrial, ~~Florida~~commercial, ~~34211~~ and ~~our~~residential ~~telephone~~areas. The ~~number~~Company has an agreement to purchase this property but the closing of the acquisition has not occurred as it is ~~(631)~~subject ~~397-1111~~to receipt of appropriate approvals for our development plan.

Our principal executive offices are located at 850 Tidewater Shore Loop, Suite 402, Bradenton, Florida, 34208 and our telephone number is (631) 397-1111.

Table of Contents

Our Company

Until January 2024 the Company researched and created white paper analysis for companies regarding block chain technology, and also operated the “Lukki Exchange.” We actively engaged in the Health and Wellness Sector developing holistic and naturopathic products, including plant stem cell, natural supplements, cosmetic facial masks and more. As the Health and Wellness sector proved more challenging than anticipated, we expanded our business with the acquisition of ASC Global in May 2024, into real estate development. The core business of ASC Global is luxury waterfront home development in southwest Florida. ASC Global owns over 20 properties in Florida in various stages of development. We are positioned as the waterfront luxury home developer for the specialty premium niche market in Florida. A majority of our properties are premium waterfront homesites in the Greater Sarasota Area, and have started construction on ~~some~~seven of these lots in various stages. Most of these lots are located in Northport (Sarasota County), Gulf Cove and Punta Gorda (Charlotte County), all within an hour drive from Downtown Sarasota. The majority of our homesites are gulf-access and sailboat access, located right off the open water, the most desirable locations for the Florida highly sought after premium waterfront homes. We also have some lakefront homesites in Punta Gorda and Tropical Gulf Areas in Charlotte County. We are working with ~~Tricor, LLC. Tricor is~~ a ~~turnkey~~well known construction ~~operator.~~company ~~They are experts~~ on ~~client~~the ~~specifications,~~construction ~~affordability~~of ~~and~~our ~~efficiencies~~properties. ~~Tricor provides end to end development and construction services.~~

~~Further~~The Company’s proposed APOZ project of approximately 500 acres in the Greater Houston Area (Chambers County) which will consist of industrial, ~~ASC~~commercial, ~~Global~~and residential areas. The APOZ is ~~exploring~~a ~~entry~~mixed-use ~~into~~Master Planned Development project with industrial, commercial, and residential sections combined. It is anticipated to be the only FTZ ( Foreign Trade Zone ) + QOZ ( Qualified Opportunity Zone ~~industrial~~) ~~park~~dual-status ~~development~~business park in ~~Texas~~the U.S. today. Our anticipated APOZ is intended to create an international free trade zone integrating residential, industrial, R & D, and commercial functions, serving as ~~many~~a ~~foreign~~forward-looking ~~companies~~hub for industry and innovation. We are ~~seeking~~under contract to ~~set~~acquire upthe ~~manufacturing~~land ~~facilities~~which inwill be the ~~United~~site ~~States~~of the planned APOZ, and are currently conducting or planning on conducting: architectural design, site surveys, EPA environmental, various engineering reports, wetland delineation, U.S. ~~ASC~~Army ~~Global~~Corps ~~works~~of ~~with~~Engineers a(USACE) ~~nationwide~~study, ~~builder~~Master Planned Development site plan and others. We anticipate closing on the purchase of the land once all zoning and regulatory approvals are obtained and we raise the capital needed. While there are currently no definitive plans to ~~build~~raise capital the Company is diligently working on to obtain the capital required (there is no guarantee that we will be successful in raising the funds necessary to acquire the property and ~~develop~~or ~~its~~commence ~~properties~~construction). Once the property is acquired we plan on developing the project in Phases.

Phase 1- Stage 1

This Stage consists of approximately 31 acres and will focus on the master plan design and initial infrastructure, as required by the County for full development approval of the industrial park. This Stage spans approximately 30.97 acres and is planned to include three buildings: two buildings of 100,000 square feet each and one building of 200,000 square feet. These facilities are planned to house management offices and serve as the initial demonstration of the project’s ability to support future manufacturing tenants. We currently have a conceptual design of the three buildings. The final master development plan will be developed after the property is acquired and we receive the appropriate approvals.

Phase 1- Stage 2

Stage 2 consists of approximately 405 acres. It is anticipated to include industrial, commercial and residential areas. The exact breakdown of each will not be determined until we obtain all approvals and zoning We have not yet obtained conceptual designs for this Stage but it is anticipated to contain facilities to include industrial, commercial and residential areas.

Phase 2

Phase 2 consists of approximately 210 acres. It will focus on creating a fully integrated community and business ecosystem, building upon the foundation established in Phase 1. We anticipate that this will combine large-scale manufacturing facilities with residential infrastructure to support the anticipated growing industrial base.

Table of Contents

The aforementioned plans for the Phases described above are subject to change at the discretion of the Company based on various factors including, but not limited to: obtaining zoning and regulatory approvals, general economic conditions and the status of the implementation of tariffs to various foreign countries.

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 which compete in the industries which the Company is involved, and there can be no assurance that additional 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~~trends in the real estate market and changes in customer and business requirements or to devote greater resources to ~~the~~ development, promotion and sale of their ~~products~~properties. 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

Products offered by Elements 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, along with dozens of part time employees and General Contractor, sub-contractors, architects, engineers and other professionals.

Item 1A. Risk Factors.

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

56 Table of Contents

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 1C. Cybersecurity.

As of the date of this Annual Report, we believe that we have limited risks associated with a breach in cybersecurity. Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents (of which we are not aware of any), have not materially affected or are not reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

Risk management and strategy.

We have not established specific processes for assessing, identifying, and managing material risks from cybersecurity threats or engaged third parties to assess such risks. However, if exposed to such a risk, we would assess any potential unauthorized attempts to access our information systems that may result in adverse effects on the confidentiality, integrity, or availability of those systems.

While we lack a formal risk assessment policy or analysis and no process has been integrated into our management system, a risk assessment would likely include identification of any reasonably foreseeable internal and external risks, any likelihood and potential damage that could result from such risks, and whether existing safeguards are sufficient to manage such risks. If appropriate and necessary, we would implement reasonable safeguards to minimize identified risks and address any identified gaps in existing systems.

Primary responsibility for assessing any cybersecurity risks rests with our chief executive officer, who would report any threat to our board of directors.

To date, we have not encountered cybersecurity threats or challenges that have materially impaired our operations, business strategy or financial condition.

Item 2. Properties.

Currently the Company utilizes offices provided by ~~the~~Xiangru ~~President~~Lin, a Director of the Company, at no charge. As of June 30, 2025, the Company owned 23 residential properties located in Charlotte County and Sarasota County in Florida. As of June 30, 2025 the Company is in the process of constructing homes on seven of these properties.

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.

67 Table of Contents

PART II

Market Information

Our common stock is quoted on the ~~OTC~~OTCID ~~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. There are no securities authorized for issuance under equity compensation plans.

Holders

As of June 30, ~~2024~~2025, there were 2,095,671,162 shares of common stock outstanding, which were held by approximately ~~180~~186 record holders.

Dividends

Through June 30, ~~2024~~2025, 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, ~~2024~~2025, 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.

Plan of Operation

~~Until~~The ~~January~~core ~~2023~~business of the Company ~~researched~~is ~~and~~luxury ~~created~~waterfront ~~white~~home ~~paper~~development ~~analysis~~in ~~for~~southwest ~~companies~~Florida. ~~regarding~~ASC ~~block~~Global ~~chain~~owns ~~technology,~~over ~~and~~20 ~~also~~properties ~~operates~~in ~~the~~Florida ~~“Lukki~~in ~~Exchange,”~~various ~~(until~~stages ~~its~~of ~~sale~~development. inWe ~~April~~have ~~2023)~~started ~~including~~construction ~~all~~on ~~client~~seven ~~lists,~~of ~~intellectual~~these ~~property~~lots ~~related~~in tovarious ~~the~~stages. ~~brand~~The ~~“Lukki”.~~Company ~~Commencing~~is ~~the~~also ~~end~~attempting to develop an APOZ project of ~~the~~approximately ~~calendar~~500 ~~year~~acres in ~~2023~~ the ~~Company~~Greater ~~expanded~~Houston ~~its~~Area ~~business~~(Chambers ~~operations~~County) ~~into~~which ~~the~~will ~~health~~consist of industrial, commercial, and ~~wellness~~residential ~~sector~~areas. ~~resulting~~The inAPOZ ~~the~~is ~~acquisition~~a ofmixed-use ~~Elements~~Master inPlanned ~~January~~Development ~~2023~~project with industrial, commercial, and inresidential ~~May~~sections ~~2024~~combined. ~~the~~It ~~Company~~is ~~expanded~~anticipated ~~into~~to be the ~~real~~only ~~estate~~FTZ ~~development~~( ~~field~~Foreign Trade Zone ) + QOZ ( Qualified Opportunity Zone ) dual-status business park in the U.S. today.

Results from Operations – For the year ended June 30, ~~2024~~2025 as compared to June 30, ~~2023~~2024

Operating Expenses

Total operating expenses increased tofrom $288,530 in fiscal year 2024 ~~from~~to $79481,~~415~~930 in ~~2023,~~fiscal anyear ~~increase of $209,115~~2025. The increase was primarily due to ~~the acquisition of ASC and~~ an increase in ~~audit~~general and ~~legal~~administrative ~~fees~~costs during the fiscal year ended June 30, ~~2024~~2025.

Loss From Operations

Income from operations ~~was~~decreased from $905,142 ~~for~~in ~~the~~fiscal year ~~ended June 30,~~ 2024, ~~compared~~to ~~with a loss of~~ $(79463,~~415~~431) ~~for~~in ~~the~~fiscal year ~~ended June 30, 2023~~2025. The difference was primarily due to the ~~acquisition~~sale of ~~ASC~~various ~~Global~~properties ~~Inc~~during the fiscal year ended June 30, 2024.

Other Income (Expense)

Other Income ~~(Expense)~~decreased ~~increased~~ from $~~(815)~~718,972 in ~~2023~~fiscal year 2024 to $~~718,972~~0 in ~~2024~~fiscal year 2025. This ~~increase~~decrease was due to the gain on extinguishment of debt of $730,820 in fiscal year 2024.

Net Income (Loss)

~~For~~Net ~~the fiscal year ended June 30, 2024 the Company had net~~ income ofdecreased from $1,276,464 ~~compared~~in tofiscal ayear ~~net~~2024 ~~loss~~to of $(75464,~~007~~107) ~~for~~ ~~the~~in fiscal year ~~ended June 30, 2023, an difference of $1,351,471~~2025. The ~~increase~~decrease is primarily due to the ~~acquisition~~absence of ~~ASC~~sales ~~Global Inc.~~ and ~~the~~debt extinguishment ~~of debt as described above~~ in ~~the~~fiscal year ~~ended June 30, 2024~~2025.

Liquidity and Capital Resources

As of June 30, ~~2024~~2025, the Company had total assets of $35,~~987~~895,~~903~~117 as compared to $13,~~130~~987,903 as of June 30, ~~2023~~2024, an increase of $31,~~986~~907,~~773~~214. This increase was primarily a result of the Company’s acquisition of ~~ASC~~various ~~Global~~properties. The Company’s total current assets exceeded its current liabilities by $~~295~~2,~~460~~809,593.

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Our cash flows for the year ended June 30, ~~2024~~2025 and ~~2023~~2024 are summarized below:

	YearEndingJune 30,2024			YearEndingJune 30,2023
	YearEndingJune 30,2025			YearEndingJune 30,2024
Net cash provided by operating activities	$	4(2,~~614~~314,~~359~~277	)	$	50(2,~~008~~284,610	)
Net cash used in investing activities	$	-(157,025	)	$	-
Net cash provided (used) by financing activities	$	(42,~~644~~365,~~031~~353	)	$	-2,254,938
Net Change in Cash	$	2436,~~809~~902		$	124,~~130~~809
Cash at beginning of year	$	125,~~130~~939		$	-1,130
Cash at end of year	$	2562,~~939~~841		$	125,~~130~~939

Net Cash Provided (Used) in Operating Activities

For the year ended June 30, ~~2024~~2025, $4(2,~~614~~171,~~359~~ 426) net cash ~~provided~~used in by operating activities was primarily attributable to ~~loans~~the ~~from~~purchase aof ~~related~~various ~~party~~properties. For the year ended June 30, ~~2023~~2024, $50(2,~~008~~284,610) net cash ~~provided~~used in operating activities was primarily due to ~~accounts~~the ~~payable~~purchase ~~and~~of ~~loans~~various ~~payable~~properties.

Net Cash Provided (Used) in Investing Activities

For the year ended June 30, ~~2024~~2025, ~~and~~$(157,025) net cash used in financing activities was primarily attributable to construction in progress. For the year ended June 30, 2024, net cash used in investing activities was $0.

Net Cash Provided (Used) by Financing Activities

For the year ended June 30, ~~2024~~2025 net cash ~~used~~of $2,508,204 provided by financing activities was ~~$(4,679,991)~~primarily asattributable ~~compared~~ to $0construction ~~for~~loan proceeds. For the year ended June 30, ~~2023.~~2024 ~~The~~net ~~increase~~cash of $2,254,938 provided by financing activities was primarily due to ~~the~~loans ~~acquisition~~from ofrelated ~~ASC Global~~parties.

910 Table of Contents

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~~describe 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).

1011 Table of Contents

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, 2024 and 2023		F-2
Consolidated Balance Sheets as of June 30, 2025 and 2024		F-3
Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2024 and 2023		F-3
Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2025 and 2024		F-4
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, 2024 and 2023		F-4
Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2025 and 2024		F-6
Notes to Consolidated Financial Statements		F-67 - F-1215

1112 Table of Contents

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Token Communities Ltd. and Subsidiary.

Qualified Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Token Communities Ltd and Subsidiary as of June 30, ~~2024~~2025 and ~~2023~~2024, 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, except for the possible effects of the matter described in the Basis for Qualified Opinion section of our report, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Token Communities Ltd. and Subsidiary as of June 30, ~~2024 and 2023~~2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, ~~2024~~2025, 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 Qualified 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~~Token ~~Corp~~Communities Ltd. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeAs ~~conducted~~described ~~our audits~~ in ~~accordance~~Note ~~with~~8 ~~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~~the ~~due~~Company todid ~~error or fraud. Viratech Corp is~~ not ~~required~~maintain tosufficient ~~have,~~records ~~nor~~or ~~were~~effective wecontrols ~~engaged~~over tothe ~~perform,~~identification anand ~~audit~~recording of ~~its~~construction ~~internal~~costs, ~~control~~accounts ~~over~~payable, ~~financial~~and ~~reporting~~accrued liabilities. AsSpecifically, ~~part~~the ofCompany ~~our~~recorded ~~audits~~construction wecosts ~~are~~primarily ~~required~~based toon ~~obtain~~cash andisbursements ~~understanding~~and ofdid ~~internal control over financial reporting but~~ not ~~for~~maintain ~~the~~a ~~purpose~~complete ofand ~~expressing~~accurate anlisting ~~opinion on the effectiveness~~ of ~~the~~vendor ~~entity's~~and ~~internal~~contractor ~~control over financial reporting~~obligations. ~~Accordingly, we express no such opinion.4~~

We were unable to obtain sufficient appropriate audit evidence regarding the completeness and accuracy of construction inventory, accounts payable, accrued expenses, and cost of sales as of and for the year ended June 30, 2025. Management did not provide a complete population of vendors and contractors, and we were unable to perform confirmation procedures or alternative audit procedures that we considered necessary to satisfy ourselves as to these balances.

Consequently, we were unable to determine whether any adjustments might have been necessary to construction inventory, accounts payable, accrued expenses, cost of sales, and the related elements of the financial statements.

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. Token Communities Ltd. 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.

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.

F-1

Table of Contents

Critical Audit Matters

~~The~~Critical ~~critical~~ audit matters ~~communicated~~(CAMs) ~~below are matters~~ arising from the ~~current period~~ audit ofand ~~the~~included ~~consolidated~~in ~~financial~~our ~~statements~~auditor’s ~~that~~report ~~were~~are intended ~~communicated or required~~ to beinform ~~communicated~~investors ~~to the audit committee~~ and ~~that:~~other ~~(1)~~financial ~~relate~~statement tousers ~~accounts~~about ormatters ~~disclosures~~ that ~~are~~required ~~material to the consolidated financial statements and (2) involved our~~ especially challenging, subjective, or complex ~~judgments.~~auditor ~~The~~judgment, ~~communication~~and ofthe ~~critical~~relevant ~~audit~~response ~~matters~~or ~~does~~approach ~~not~~that ~~alter~~we inhad ~~any~~to ~~way~~those ~~our~~matters. ~~opinion~~These onmatters ~~the~~relate ~~consolidated~~to ~~financial~~accounts ~~statements,~~or ~~taken~~disclosures asthat ~~a whole8, and we~~ are ~~not,~~material byto ~~communicating~~ the ~~critical~~financial ~~audit matters below~~statements, ~~providing~~and ~~separate~~include ~~opinions on~~ the ~~critical~~following ~~audit~~ matters orarising onfrom the ~~accounts~~current orperiod ~~disclosures~~audit toof ~~which~~the ~~they~~financial ~~relate.~~statements:

NoThe ~~critical~~Company ~~audit~~accounts ~~matters~~for ~~were~~construction costs associated with residential development projects as inventory. As described in Note 8 to the financial statements, the Company identified deficiencies in its processes and controls over the recording of construction costs, vendor and contractor invoices, and related liabilities.

Specifically, the Company recorded a significant portion of construction costs based on cash disbursements and did not maintain a complete and accurate listing of vendor and contractor obligations. As a result, there was increased risk related to the completeness and cutoff of construction costs, accounts payable, accrued liabilities, and cost of sales.

We identified this matter as a critical audit matter due to:

	·	The high degree of auditor judgment required to evaluate the completeness of construction-related costs and liabilities
	·	The significant audit effort required to perform alternative procedures in the absence of effective controls
	·	The pervasive impact of these balances on the financial statements

How the Matter Was Addressed in the Audit

The primary procedures we performed to address this critical audit matter included:

	·	Testing cash disbursements, including those occurring subsequent to year-end
	·	Reviewing bank statements and canceled checks to identify construction-related expenditures
	·	Performing analytical procedures over construction costs and gross margins
	·	Attempting to confirm balances with selected vendors and contractors
	·	Evaluating management’s estimates of accrued construction costs based on available information

Due to the absence of a complete population of vendors and contractors and limitations in the Company’s records, we were unable to obtain sufficient appropriate audit evidence regarding certain elements of construction inventory, accounts payable, accrued expenses, and cost of sales. Accordingly, our audit report includes a qualified opinion.

We 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 2024.10

West Palm Beach, FL

~~December 31~~March 20, ~~2024~~2026

F-1 Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

AS OF THE FISCAL YEARS ENDED JUNE 30, 2024 AND JUNE 30, 2023

	Jun 30,			June 30,
	2024			2023
ASSETS
Assets
Current Assets:
Cash and equivalents	$	25,939		$	1,130
Accounts Receivable		-			-
Real estate inventory		3,961,964			-
Total current assets		3,987,903			1,130
TOTAL ASSETS	$	3,987,903		$	1,130
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	126,573		$	73,885
Taxes Payable		352,156			-
Unearned revenue		552			-
Due to related parties		3,213,162			1,314,193
Total current liabilities		3,692,443			1,388,078
Non-Current Liabilities:
Construction Loan	$	35,960		$	-
Note payable - related parties		5,000,000			-
Total non-current liabilities		5,035,960			-
TOTAL LIABILITIES	$	8,728,403		$	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 June 30, 2024 and 2023		209,567			209,567
Additional paid-in capital		(3,640,360	)		1,039,630
Accumulated Other comprehensive income		-			(54,481	)
Accumulated deficit		(1,299,977	)		(2,576,440	)
Non-controlling interest		(9,730	)		(5,224	)
Total stockholders’ deficit		(4,740,500	)		(1,386,948	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	3,987,903		$	1,130

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

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Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF OPERATIONS~~ SHEET

~~FOR~~AS OF THE FISCAL YEARS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~2024

	Twelve months			Twelve months
	Jun 30,			June 30,
	ended			ended
	2025			2024
	30-Jun-24			30-Jun-23
ASSETS
REVENUES	$	-		$	-
Assets
Home Sales		2,387,525			-
Current Assets:
Lot Sales and Other		41,147			-
Cash and equivalents	$	62,841		$	25,939
TOTAL REVENUES		2,428,672			-
Inventory		5,818,102			3,961,964
COST OF SALES
Prepaid Expenses		-			-
Home Sales		1,235,000			-
Total current assets		5,880,943			3,987,903
TOTAL COST OF SALES		1,235,000			-
Non-Current Assets:
GROSS MARGIN
Construction in Progress		157,025			-
Home Sales		1,152,525			-
TOTAL ASSETS	$	6,037,968		$	3,987,903
Lot Sales and Other		41,147			-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
TOTAL GROSS MARGIN		1,193,672			-
Current Liabilities:
OPERATING EXPENSES
Accounts payable and accrued expenses	$	131,865		$	126,573
Payroll Related Expenses		23,419			1,267
Taxes Payable		352,156			352,156
Rent Expense					17,536
Unearned revenue		552			552
Audit and Legal Fees		171,524			29,878
Due to related parties		2,586,777			3,213,162
General and administrative		93,587			30,734
Total current liabilities		3,071,350			3,692,443
TOTAL OPERATING EXPENSES		288,530			79,415
Non-Current Liabilities:
INCOME (LOSS) FROM OPERATIONS		905,142			(79,415	)
Construction Loan	$	3,170,549		$	35,960
OTHER INCOME (EXPENSES)
Note payable - related parties		5,000,000			5,000,000
Loss on Impairment		(11,848	)		(815	)
Total non-current liabilities		8,170,549			5,035,960
Gain on Extinguishment of Debt		730,820			-
TOTAL LIABILITIES	$	11,241,899		$	8,728,403
TOTAL OTHER INCOME (EXPENSES)		718,972			(815	)
STOCKHOLDERS’ DEFICIT
PROVISION FOR INCOME TAXES		(352,156	)		-
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, 2025 and June 30, 2024		209,567			209,567
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST	$	1,271,958		$	(80,230	)
Additional paid-in capital		(3,640,360	)		(3,640,360	)
Less non-controlling interest		(4,506	)		(5,223	)
Accumulated Other comprehensive income		-			-
NET INCOME (LOSS)	$	1,276,464		$	(75,007	)
Accumulated deficit		(1,764,084	)		(1,299,977	)
Foreign exchange translation gain (loss)		54,481			(48,878	)
Non-controlling interest		(9,054	)		(9,730	)
Comprehensive income	$	1,330,945		$	(123,885	)
Total stockholders’ deficit		(5,203,931	)		(4,740,500	)
NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED	$	-		$	-
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	6,037,968		$	3,987,903
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		2,095,671,162			2,095,671,162

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

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TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED ~~STATEMENT~~STATEMENTS OF ~~STOCKHOLDERS’~~OPERATIONS ~~EQUITY~~

FOR THE ~~FISCAL~~TWELVE ~~YEARS~~MONTHS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~ 2024

	Common Stock
	Twelve months			Twelve months
				Par Value,			AdditionalPaid-In			AccumulatedComprehensive			Accumulated			Non-controlling			TotalStockholders'
	ended			ended
				$0.0001			Capital			Income			Deficit			Interest			Deficit
	June 30, 2025			June 30, 2024
Balance, June 30, 2022		2,095,671,162		$	209,567		$	1,039,630		$	(5,603	)	$	(2,501,433	)	$	-		$	(1,309,444	)
REVENUES
Foreign currency translation gain (loss)		-			-			-			(48,878	)					-			(48,878	)
Home Sales	$	315,000		$	2,387,525
Net income for the period		-			-			-						(75,007	)		(5,224	)		(80,231	)
Lot Sales and Other		41,579			41,147
Balance, Jun 30, 2023		2,095,671,162			209,567		$	1,039,630		$	(54,481	)	$	(2,576,440	)		(5,224	)	$	(1,386,948	)
TOTAL REVENUES		356,579			2,428,672
Balance, June 30, 2023		2,095,671,162		$	209,567		$	1,039,630		$	(54,481	)	$	(2,576,440	)	$	(5,224	)	$	(1,386,948	)
COST OF SALES
Foreign currency translation gain (loss)		-			-			-			54,481			-			-			54,481
Home Sales		338,080			1,235,000
Acquisition of ASC Global Inc								(4,679,990	)											(4,679,990	)
TOTAL COST OF SALES		338,080			-
Net income for the period		-			-			-			-			1,276,463			(4,506	)		1,271,957
GROSS PROFIT
Balance, Jun 30, 2024		2,095,671,162		$	209,567		$	(3,640,360	)	$	-		$	(1,299,977	)	$	(9,730	)	$	(4,740,500	)
Home Sales		(23,080	)		1,152,525
Lot Sales and Other		41,579			41,147
TOTAL GROSS MARGIN		18,499			1,193,672
OPERATING EXPENSES
Payroll Related Expenses		-			23,419
Accounting and Legal Fees		112,460			171,524
General and administrative		369,470			93,587
TOTAL OPERATING EXPENSES		481,930			288,530
INCOME (LOSS) FROM OPERATIONS		(463,431	)		905,142
OTHER INCOME (EXPENSES)
Loss on Impairment		-			(11,848	)
Gain on Extinguishment of Debt		-			730,820
TOTAL OTHER INCOME (EXPENSES)		-			718,972
PROVISION FOR INCOME TAXES		-			(352,156	)
NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST	$	(463,431	)	$	1,271,958
Less non-controlling interest		676			(4,506	)
NET INCOME (LOSS)	$	(464,107	)	$	1,276,464
Foreign exchange translation gain (loss)		-			54,481
Comprehensive income	$	(464,107	)	$	1,330,945
NET INCOME (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 notes are an integral part of these consolidated financial statements.

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Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF ~~CASH~~STOCKHOLDERS’ ~~FLOWS~~DEFECIT

FOR THE ~~FISCAL~~TWELVE ~~YEARS~~MONTHS ENDED JUNE 30, ~~2024~~2025 AND ~~2023~~2024

	Jun 30,			Jun 30,
	Common Stock						Additional			Accumulated						Non-			Total
	2024			2023
				Par Value,			Paid-In			Comprehensive			Accumulated			controlling			Stockholders'
CASH FLOWS FROM OPERATING ACTIVITIES:
				$0.0001			Capital			Income			Deficit			Interest			Deficit
Net income (loss)	$	1,271,958		$	(80,230	)
Balance, June 30, 2023		2,095,671,162		$	209,567		$	1,039,630		$	(54,481	)	$	(2,576,440	)	$	(5,224	)	$	(1,386,948	)
Gain on debt extinguishment		(730,820	)		-
Foreign currency translation gain (loss)											54,481									54,481
Impairment loss		11,848			836
Net income for the period														1,276,463			(4,506	)		1,271,957
Changes in operating assets and liabilities
Acquisition of ASC Global Inc								(4,679,990	)											(4,679,990	)
Real estate Inventory		(1,333,164	)		-
Balance, June 30, 2024		2,095,671,162			209,567			(3,640,360	)		-			(1,299,977	)		(9,730	)		(4,740,500	)
Accounts payable, taxes payable and accrued expenses		405,396			73,885
Net income for the period														(464,107	)		676			(463,431	)
Loans payable - related party		309,150			55,517
Balance, June 30, 2025		2,095,671,162		$	209,567		$	(3,640,360	)	$	-		$	(1,764,084	)	$	(9,054	)	$	(5,203,931	)
Net cash provided (used) in operating activities		(65,632	)		50,008
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of ASC Global		-			-
Net cash provided (used) in investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Construction loan proceeds		35,960			-
Notes payable – related party		-			-
Net cash provided (used) by financing activities		35,960			-
Effect of exchange rate changes on cash and equivalents	$	54,481		$	(48,878	)
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		24,809			1,130
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	$	1,130
CASH AND EQUIVALENTS, END OF PERIOD	$	25,939		$	1,130
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest
Cash paid for taxes
NON-CASH INVESTING AND FINANCING ACTIVITIES
Notes payable - related party	$	5,000,000			-
ASC Global acquisition	$	320,010			-

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

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Table of Contents

TOKEN COMMUNITIES LTD. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED JUNE 30, 2025 AND 2024

	Jun 30,			Jun 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(463,431	)	$	1,271,958
Other equity adjustments		-			-
Impairment loss		-			11,848
Changes in operating assets and liabilities
Inventory		(1,856,138	)		(3,973,812	)
Prepaid Assets		-
Accounts payable, taxes payable and accrued expenses		5,292			405,396
Net cash provided (used) in operating activities		(2,314,277	)		(2,284,610	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided (used) in investing activities		(157,025	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Due to related parties		(626,385	)		6,898,969
Construction loan proceeds		3,134,589			35,960
Acquisition of ASC Global Inc		-			(4,679,991	)
Net cash provided (used) by financing activities		2,508,204			2,254,938

Effect of exchange rate changes on cash and equivalents	$	-		$	54,481

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS		36,902			24,809

CASH AND EQUIVALENTS, BEGINNING OF PERIOD	$	25,939		$	1,130

CASH AND EQUIVALENTS, END OF PERIOD	$	62,841		$	25,939

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

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Table of Contents

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~~January 2610, ~~2018,~~2023 the Company entered into ana ~~Acquisition~~Stock ~~and~~Purchase ~~Share Exchange~~ Agreement with ~~Token~~Elements ~~Communities~~of ~~PLC~~Health ~~(“PLC”). Under~~and ~~the Agreement~~Wellness, ~~the Company’s majority shareholder returned 19~~Inc.,~~266,000~~ ~~common~~a ~~shares~~company toincorporated ~~treasury,~~in ~~and~~the atFlorida ~~closing,~~(“Elements”) ~~100%~~whereby of the ~~issued~~Company ~~and~~acquired ~~outstanding~~ninety shares of ~~PLC~~common ~~were~~stock ~~acquired~~of byElements ~~the~~(which ~~Company,~~represents ~~for~~ninety ~~172,800,000~~percent ~~newly~~of ~~issued~~the ~~common~~outstanding shares ~~equal to 64%~~ of ~~the Company’s outstanding~~ common stock as of ~~the closing date~~Elements), ~~thus~~in ~~making~~exchange for the ~~stockholders~~issuance of ~~PLC~~a promissory note in the ~~majority~~principal ~~stockholders~~amount of ~~the~~Two ~~Company.~~Hundred ~~The~~Twenty ~~transaction~~Five ~~closed~~Thousand onDollars ~~May 18~~($225,000) ~~2018~~(the “Note”). ~~This~~ ~~transaction~~The ~~was~~Note ~~accounted~~provides for as a ~~reverse~~term ~~acquisition~~of ~~under~~five ~~the~~years ~~purchase~~and ~~method~~bears ofinterest ~~accounting~~at ~~since~~a ~~PLC~~rate ~~obtained~~of ~~control~~three ofpercent ~~Limited~~per annum. ~~Accordingly,~~The ~~the~~transactions ~~merger~~set offorth ~~PLC~~above ~~into~~closed ~~Limited~~on ~~was~~January ~~recorded~~10, as2023. As a ~~recapitalization~~result of ~~PLC,~~the ~~PLC~~closing ~~being~~of ~~treated~~transaction asset ~~the~~forth ~~continuing~~above, ~~entity.~~Elements ~~The~~has ~~transaction~~become ~~was~~a ~~treated~~subsidiary asof athe ~~recapitalization~~Company and ~~not~~at asthis atime ~~business~~the ~~combination.~~Company ~~Limited~~expanded ~~had~~it ~~116,466,000~~business ~~shares~~operations ~~outstanding~~into ~~prior~~the tohealth ~~the~~and ~~merger~~wellness sector. With At the ~~time~~acquisition of ~~the~~ASC ~~merger,~~Global ~~Limited’s~~(as ~~principal~~defined ~~stockholder~~below) ~~surrendered~~the ~~19,266,000~~Company ~~shares,~~ceased ~~which were cancelled. After~~ the ~~merger,~~operations ~~the total number~~ of ~~Limited shares outstanding was 270,000,000~~Elements.

~~PLC~~On isMay a10, ~~Gibraltar~~2024 ~~Financial~~the ~~Advisory~~Company ~~firm~~entered ~~which~~into ~~specializes~~an inagreement ~~Blockchain,~~with ~~Artificial~~ASC ~~Intelligence~~Global ~~and~~Inc. ~~Fin-Tech~~(“ASC ~~investment~~Global”), inwhereby ~~incubating,~~the asCompany ~~well~~acquired asall ~~advising~~of the issued and ~~managing~~outstanding ~~qualified~~shares ~~companies~~of common stock of ASC Global in exchange for the ~~blockchain~~issuance ~~and~~of ~~distributed~~a ~~ledger~~promissory ~~technologies~~note ~~arena,~~by ~~including~~the ~~smart~~Company ~~contracts~~to the principal (David Champ, ~~TGEs~~CEO, ~~DApps~~CFO, President and ~~more.~~Director of ~~Advisement~~the ~~comprises~~Company) of ASC Global in the ~~authoring~~principal amount of ~~industry~~Five ~~standard~~Million ~~White~~Dollars ~~Papers,~~(the ~~technical~~“Promissory ~~aspects,~~Note”). ~~design~~The ~~and~~Promissory ~~implementation~~Note bears interest at the rate of ~~market~~four ~~strategies,~~percent ~~business~~per ~~appraisal~~annum and ~~more.~~provides ~~All~~that ~~potential~~all ~~clients~~outstanding ~~are~~principal ~~vetted~~of and ~~Anti-Money~~accrued ~~Laundering~~but /unpaid ~~Know-Your-Customer~~interest ~~approved~~thereon shall be paid in full on or before May 10, 2027. The ~~Company~~core business of ASC Global is ~~also~~luxury ~~developing~~waterfront ~~its~~home ~~own~~development ~~software~~in ~~technology~~southwest ~~with~~Florida. ~~its~~ASC ~~dedicated~~Global ~~team~~owns over 20 properties in Florida in various stages of ~~developers~~development.

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.

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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.

On May 10, 2024 Token Communities Ltd. (the “Company”) entered into an agreement (the “Agreement”) with ASC Global Inc. (“ASC Global), whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David Chen, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”). The Promissory Note bears interest at the rate of four percent per annum and provides that all outstanding principal of and accrued but unpaid interest thereon shall be paid in full on or before May 10, 2027.

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~~The Company’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 $(45,~~740~~203,~~500~~931) as of June 30, ~~2024~~2025 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

Various payables were maintained in GBP and CNY. These accounts were translated into USD in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830 Foreign Currency Transaction, with the GBP as the functional currency. According to Topic 830, all assets and liabilities 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.

	Jun 30, 2024		Jun 30, 2023
Period end GBP to USD exchange rate		0.0000		1.2708
Period end GBP to CNY exchange rate		0.0000		0.1379

On June 30, 2024 all remaining accounts subject to foreign currency fluctuations were deemed to be either discharged, cancelled or expired. These accounts were derecognized on that date and the company recognized a gain on extinguishment of debt of $730,820.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Real Estate Inventories and Cost of Sales

Real estate inventories include actively selling projects as well as projects under development or held for future development. Inventories are stated at cost, unless the carrying amount is determined not to be recoverable, in which case inventory is written down to its fair value. The Company capitalizes pre-acquisition costs, land deposits, land, development, and other allocated costs, including interest, property taxes, and indirect construction costs to real estate inventories. Pre-acquisition costs, including non-refundable land deposits, are removed from inventory and expensed to other income, net, if the Company determines continuation of the prospective project is not probable. Land, development, and other common costs are typically allocated to real estate inventories using a methodology that approximates the relative-sales-value method. If the relative-sales-value-method is impracticable, costs are allocated based on area methods, such as square footage or lot size, or other value methods as appropriate under the circumstances. Home construction costs per production phase are recorded using the specific identification method.

Capitalization of Interest

The Company follows the practice of capitalizing interest to real estate inventories during the period of development and to investments in unconsolidated joint ventures, when applicable, in accordance with ASC 835, Interest. Interest capitalized as a component of real estate inventories is included in cost of sales as related homes or lots are delivered to customers.

Home Sales Revenue

~~Home~~The ~~sales~~Company recognizes revenue from ishome ~~recognized~~ sales when it satisfies its performance obligations under the underlying sales contracts. The Company’s principal performance obligations ~~within~~include delivering the ~~underlying~~home in ~~sales~~accordance ~~contracts~~with the ~~are~~contract, ~~fulfilled.~~transferring ~~The~~title, ~~Company~~and ~~considers~~ensuring ~~its~~the ~~obligations~~home ~~fulfilled~~is ~~when~~free of material defects at closing. ~~conditions~~Revenue ~~are~~is ~~complete~~recognized at a point in time, generally ~~title~~upon closing, ~~has~~when ~~transferred~~control toof the ~~homebuyer,~~home transfers to the buyer and collection of the purchase price is reasonably assured. Sales incentives, including discounts or allowances, are recorded as a reduction of revenue at ~~when the respective home is closed~~closing. ~~When~~If itperformance isobligations ~~determined that the earnings process is~~ are not ~~complete~~ satisfied, ~~the related~~ revenue is deferred ~~for recognition~~ and recognized in future periods.

Lot Sales ~~and Other~~ Revenue

~~Revenues~~Revenue from lot sales ~~and~~is ~~other~~recognized ~~revenue~~when ~~are~~the ~~recorded~~Company ~~and~~satisfies aits ~~margin~~performance isobligations, ~~recognized~~which ~~when~~consist ~~performance~~of ~~obligations~~transferring ~~are~~the ~~satisfied,~~lot ~~which~~in ~~includes~~the ~~transferring~~agreed-upon acondition ~~promised~~and ~~good~~ensuring orthe ~~service~~buyer toobtains acontrol ~~customer~~and title. Lot sales ~~and~~are ~~other~~recognized ~~revenue~~at isa ~~recognized~~point ~~when~~in ~~all~~time, ~~conditions~~once of escrow conditions are ~~met~~complete, ~~including~~title ~~delivery~~has oftransferred, the ~~real estate asset in the~~ agreed-upon condition, ~~passage~~is ~~of title~~delivered, ~~receipt of appropriate consideration,~~ and collection of ~~associated~~the ~~receivables,~~purchase ifprice ~~any,~~ is probable~~, and other applicable criteria are met~~. ~~Based~~Revenue ~~upon the terms of the agreement, when it is determined that the performance obligation is not satisfied, the sale~~ and ~~the~~associated ~~related~~ margin are deferred ~~for~~if ~~recognition~~these inobligations ~~future~~are ~~periods~~not fully satisfied.

Rental Revenue

Rental revenue, previously referred to as “other revenue,” is recognized as the Company satisfies its performance obligations by providing tenants with the right to occupy rental properties. Revenue is recognized over time on a straight-line basis or according to the terms of the lease, as collection is reasonably assured.

Significant Judgments and Estimates

The Company applies significant judgments in determining when performance obligations are satisfied, assessing collectability, and estimating the impact of sales incentives. Management evaluates collectability based on buyer or tenant creditworthiness, historical collection experience, and other relevant factors. Revenue is deferred if any condition of the contract is unmet or if control has not transferred.

Contract Balances

Receivables are recorded for amounts due from customers, and contract liabilities are recorded for payments received in advance of satisfying performance obligations. Contract assets and liabilities are recognized as revenue when performance obligations are fulfilled.

Practical Expedients

The Company applies practical expedients permitted under ASC 606, including recognizing sales incentives only at closing and not separately allocating transaction prices to immaterial performance obligations.

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,~~the ~~its wholly owned subsidiary PLC~~Company, its wholly owned subsidiary ASC Global Inc. and its majority owned subsidiary Elements of Health and Wellness Inc. All significant intercompany transactions and balances were eliminated in consolidation.

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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.

Financial Account Standards Board (FASB) ~~ASC~~ASU 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:~~

●The ~~Level~~three 1levels 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~~hierarchy ~~use one or more unobservable inputs which~~ are ~~significant~~defined toas ~~the FV measurement.~~follows:

~~F-8~~· ~~Table~~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 ~~Contents~~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.

Inventory

All inventory is valued at the lower of cost or ~~market~~net realizable value. All costs of purchase, costs of development, and any other costs incurred in bringing the inventory to its present condition are capitalized as part of the inventory costs. Interest paid or accrued on construction loans is included in inventory costs. Costs of sales include all capitalized costs pertaining to the inventory sold during the period.

Sales, Cost of Sales and Gross Margin are presented separately on the income statement. Home Sales includes the sales of developed real property. Lot Sales and Other includes the sales of vacant parcels, rent income and the sale of any non-real estate inventory.

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.

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Statement of Cash Flows

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

Recent Accounting Pronouncements

In November 2024, the ~~Financial Account Standards Board (~~FASB), issued Accounting Standards Update (ASU) 2024-04, Debt-Debt with Conversions and Other Option. ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.

In November 2024, the ~~Financial Account Standards Board (~~FASB), issued Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. ASU 2024-03 is intended to improve disclosures about a public business entity’s expense and provide more detailed information to investors about the types of expenses in commonly presented expense captions. The amendments in this ASU are effective for the Company in fiscal 2028 on a retrospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.

In March 2024, the United States Securities and Exchange Commission (SEC) issued Final Rulemaking Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors. This release is intended to improve consistency, completeness and transparency related to climate risks and events. The disclosure requirements related to this new rule will be phased in, and effective for the Company beginning in fiscal 2027 on a prospective basis. The Company is currently evaluating the potential impact of this release on its financial statements and disclosures.

In March 2024, the ~~Financial Account Standards Board (~~FASB), issued Accounting Standards Update (ASU) 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU intends to provide an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. This ASU is effective for all public entities for annual reporting periods beginning after December 15, 2024, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.

In December 2023, the FASB, issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in this ASU are effective for the Company in fiscal 2026 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.

In December 2023, the ~~FASB~~FAS, issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. ASU 2023-08 is intended to is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments in this ASU are effective for the Company in fiscal 2026 on a prospective basis, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.

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 income (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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Business Combinations Between Entities under Common Control

The Company accounts for combinations between entities under common control in accordance with guidance found in Transactions Between Entities Under Common Control Subsections of Subtopic 805-50, Business Combinations—Related Issues. The transaction was recorded at the carrying values of the net assets transferred.

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NOTE 3 – BUSINESS COMBINATION

Effective May 10, 2024, the Company acquired 100% of the outstanding shares of ASC Global ~~Inc~~. The acquisition was accounted for by applying the guidance in the Transactions Between Entities Under Common Control Subsections of Subtopic 805-50, Business Combinations—Related Issues. The transaction was recorded at the carrying values of the net assets transferred.

The following table presents the allocation of the consideration given to the assets acquired and liabilities assumed from ASC Global, based on their carrying values aton May ~~June 30~~10, ~~2023~~2024:

Item	Amount
Consideration Given
Notes Payable			$	5,000,000

Allocation of Consideration Given
Cash	$	13,165
Due from Related Parties		174,560
Inventory	$	2,628,800
Total Assets			$	2,816,526

Current Liabilities
Due to Related Parties	$	2,496,516
Total Current Liabilities				2,496,516

Net Assets Acquired			$	320,010

NOTE 4 - STOCKHOLDERS’ ~~EQUITY~~ DEFICIT

As of June 30, ~~2024~~2025, 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. There were 2,095,671,162 shares of common stock issued and outstanding, and no shares of preferred stock issued and outstanding, as of June 30, ~~2023~~2025 and June 30, 2024. Each outstanding share of common stock entitles the holder to one vote per share on all matters submitted to a stockholder vote. All shares of common stock are non-assessable and non-cumulative, with no pre-emptive rights.

NOTE 5 - RELATED PARTY TRANSACTIONS

Amounts due to a related party are, for advances, made by a ~~stockholder~~Director of the Company. The balances of $32,~~213~~586,~~162~~ 777 and $13,~~314~~213,~~193~~162 as of June 30, ~~2024~~2025 and June 30, ~~2023~~2024 respectively, are presented as due to related parties in the accompanying consolidated balance sheet.

On May 10, 2024, the Company entered into a promissory note for $5,000,000 with aASC ~~stockholder~~Global (David Champ, CEO, CFO, President and Director of the Company is also an Officer, Director and majority owner of ASC Global). The note is presented as a note payable to related parties in the accompanying consolidated balance sheet. The note bears ~~a 4%~~ interest rate at the rate of four percent per annum, is unsecured, and ~~principle~~principal and interest are due on May 10, 2027. $28228,333.33 and $28,333.33 of interest has accrued as of June 30, 2025 and June 30, 2024 respectively.

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, to likely to have a material effect on the Company’s CFS.

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NOTE 7 -– INCOME TAXES

The Company ~~records~~provides for income taxes inunder ~~accordance~~FASB ~~with~~ ASC 740, ~~Income~~ ~~Taxes,~~Accounting ~~whereby~~for ~~deferred~~Income ~~tax~~Taxes. ~~assets~~FASB ~~and~~ASC ~~liabilities~~740 ~~are~~requires ~~recognized based on~~ the ~~differences~~use inof ~~the~~an ~~book~~asset and ~~tax~~liability ~~bases~~approach ofin ~~assets~~accounting ~~and~~for ~~liabilities~~income taxes. Deferred tax assets and liabilities are ~~measured~~recorded ~~using~~based ~~enacted~~on ~~tax rates that are expected to apply in~~ the ~~years~~differences ~~that~~between the ~~differences~~financial ~~are~~statement ~~expected~~and totax ~~reverse.~~bases ~~The~~of ~~Company adjusts deferred tax~~ assets and liabilities ~~for~~and the ~~effects of changes in~~ tax ~~laws and~~ rates in ~~the~~effect ~~period of enactment~~currently. ~~Tax credits are recognized through the effective tax rate calculation assuming that the Company will be able to realize the full benefit of the credits.~~

~~Each~~FASB ~~year~~ASC ~~the~~740 ~~Company~~requires ~~assesses its deferred tax asset to determine whether all or any portion of~~ the ~~asset~~reduction ~~is more likely than not (defined as a likelihood~~ of ~~more~~deferred ~~than~~tax ~~50%)~~assets toby ~~be unrealizable under ASC 740. The Company is required to establish~~ a valuation allowance, ~~for~~if, ~~any~~based ~~portion~~on of the ~~tax~~weight ~~asset~~of ~~determined~~available toevidence, beit is more likely than not ~~unrealizable.~~that ~~The~~some, ~~ultimate~~or ~~realization~~all of, the deferred tax assets ~~depends~~will ~~primarily~~not onbe ~~the~~realized. ~~generation~~In ofthe ~~future~~Company’s ~~taxable~~opinion, ~~income~~it ~~during~~is ~~the~~uncertain ~~periods~~whether inthey ~~which~~will ~~the~~generate ~~differences~~sufficient ~~become~~taxable ~~deductible.~~income ~~Judgment is required~~ in ~~determining~~ the future ~~tax~~to ~~consequences~~fully ofutilize ~~events that have been recognized in~~ the ~~Company’s~~net ~~consolidated~~deferred ~~financial statements and/or~~ tax ~~returns~~asset. ~~Differences~~Accordingly, ~~between~~a ~~anticipated~~valuation ~~and~~allowance ~~actual~~equal ~~outcomes~~to 100% of ~~these~~the ~~future~~deferred tax ~~consequences~~asset ~~could~~has ~~have~~also abeen ~~material~~recorded ~~impact~~resulting onin ~~the~~no ~~Company’s~~net ~~consolidated~~deferred ~~financial~~tax ~~statements~~asset.

The following table reflects the estimated income tax liability for the tax years ended June 30, 2024 and June 30, 2023.

	June 30,			June 30,
	2025			2024
For the period ended
Book income (loss) for the year	$	(464,107	)	$	1,628,620

Temporary differences:
Accrued expenses		47,828			48,314
Taxable income (loss) for the year	$	(416,279	)	$	1,676,934

Tax rate		21.0	%		21.0	%
Deferred tax asset	$	97,462		$	-
Less: Valuation allowance		(97,462	)		-
Net Deferred tax asset	$	-		$	-

Federal income tax at statutory rate	$	(87,419	)	$	352,156

Rate Reconciliation:
Statutory rate		21.0	%		21.0	%
Temporary difference		(21.0	)%		0.0	%
Permanent difference		0.0	%		0.0	%
Change in Valuation Allowance		0.0	%		0.0	%
Effective tax rate		0.0	%		21.0	%

For the period ended	30-Jun-24			30-Jun-23
Book income for the year	$	1,628,620		$	(75,007	)
Temporary differences:
Accrued expenses		48,314			73,885
Tax income (loss) for the year	$	1,676,934		$	(1,122	)
Estimated effective tax rate		21	%		21	%
Deferred tax asset	$	-		$	(236	)
Less: Valuation allowance		-			236
Net deferred tax (asset) liability	$	-		$	-
Rate Reconciliation:
Federal income tax at statutory rate	$	342,010		$	(15,752	)
Temporary difference		10,146			15,516
Permanent difference					-
Change in Valuation Allowance		-			236
	$	352,156		$	-

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to June 30, 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 9 - 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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NOTE 8 – CONSTRUCTION LOANS PAYABLE

Curry Terrace – Construction Loan Payable

On March 22, 2024, ASC Global, Inc., a Nevada corporation doing business in Florida as Golden Peninsula Development Inc. (the “Borrower”), entered into a Construction Loan Agreement with Construction Finance Corporation, a Delaware corporation (the “Lender”), to finance the construction of improvements on property located at 3057 Curry Terrace, Port Charlotte, Florida 33981.

The loan provides for a maximum principal amount of $627,750 under a Construction Loan Promissory Note dated March 22, 2024. The note bears interest at an initial rate of 12.00% per annum, adjusting thereafter to the U.S. Prime Rate plus 3.50%, subject to applicable legal limits.

Monthly interest-only payments commenced on May 1, 2024, with all principal and accrued interest originally due on April 1, 2025. The Borrower exercised a one-time extension to July 1, 2025, and the loan has since been extended further to October 1, 2025, with all other terms remaining in full force and effect.

The loan is secured by a Construction Mortgage, Assignment of Rents, and Security Agreement on the property and is further supported by a Full Repayment and Completion Guaranty executed by David Champ, President of ASC Global Inc. and the Company.

As of June 30, 2025, the outstanding balance on the loan was $407,955, and interest capitalized for the year totaled $17,475.

Minot Avenue – Construction Loan Payable

On March 26, 2024, the Borrower entered into a Construction Loan Agreement with the Lender to finance the construction of improvements on property located at 12387 Minot Avenue, Port Charlotte, Florida 33981.

The loan provides for a maximum principal amount of $627,750 under a Construction Loan Promissory Note dated March 26, 2024. The note bears interest at an initial rate of 12.00% per annum, adjusting thereafter to the U.S. Prime Rate plus 3.50%, subject to applicable legal limits.

Monthly interest-only payments commenced on May 1, 2024, with all principal and accrued interest originally due on April 1, 2025. The Borrower exercised a one-time extension to July 1, 2025, and the loan has since been further extended to October 1, 2025, with all other terms remaining in full effect.

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The loan is secured by a Construction Mortgage, Assignment of Rents, and Security Agreement on the property and is guaranteed by a Full Repayment and Completion Guaranty executed by David Champ, President of ASC Global Inc. and the Company.

As of June 30, 2025, the outstanding balance on the loan was $535,335, and interest capitalized for the year totaled $26,786.

Albrecht Terrace – Construction Loan Payable

On April 30, 2024, the Borrower, entered into a Building Loan Agreement with Snap Home Funding I, LLC for a construction loan in the principal amount of $793,054 to finance the development of a single-family residence located at 12299 Albrecht Terrace, Port Charlotte, Florida 33981.

The loan is secured by a mortgage on the property (Charlotte County Parcel ID 402130258006) and governed under a Building Loan Agreement dated April 30, 2024. Funds are advanced in stages based on approved construction milestones, with each draw authorized per lender inspection and approval.

The completion date and final advance date were initially set for December 1, 2025; however, the maturity date has been extended to February 1, 2026 to allow for construction completion and final disbursement. Interest accrues per the terms of the related note and is capitalized as part of project costs in accordance with GAAP.

ASC Global, Inc. also serves as General Contractor, and the project is subject to a Notice of Commencement recorded under Florida Statute §713.13.

As of June 30, 2025, the outstanding balance on the loan was $500,705 and interest capitalized for the year totaled $22,174.

Bolander Terrace – Construction Loan Payable

On April 30, 2024, the Borrower entered into a Building Loan Agreement with Snap Home Funding I, LLC for a construction loan in the principal amount of $918,406 to finance the development of a single-family residence located at 6203 Bolander Terrace, North Port, Florida 34287.

The loan is secured by a mortgage on the property (Sarasota County Parcel ID 0997160030) and governed under the terms of a Building Loan Agreement dated April 30, 2024. Under the agreement, advances are made in stages corresponding to construction milestones, with funds held in a project account.

The completion date and final advance date were initially set for May 1, 2025; however, the maturity date has been extended to November 1, 2025 to allow for construction completion and final disbursement. Interest accrues per the terms of the related note and is capitalized as part of project costs in accordance with GAAP.

ASC Global, Inc. also serves as General Contractor, and the project is subject to a Notice of Commencement pursuant to Florida Statute §713.13.

As of June 30, 2025, the outstanding balance on this loan is $394,192 and interest capitalized for the year totaled $11,481.

Ostrom Avenue – Construction Loan Payable

On April 30, 2024, the Borrower, entered into a Building Loan Agreement with Snap Home Funding I, LLC for a construction loan in the principal amount of $700,021 to finance the development of a single-family residence located at 14150 Ostrom Avenue, Port Charlotte, Florida 34287.

The loan is secured by a mortgage on the property (Charlotte County Parcel ID 412116126003) and governed under the Building Loan Agreement dated April 30, 2024. Funds are advanced based on approved construction stages, with disbursements made according to lender authorization and inspection.

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The completion date and final advance date were initially set for May 1, 2025; however, the maturity date has been extended to November 1, 2025 to allow additional time for project completion. Interest is capitalized as part of the project cost in accordance with GAAP.

ASC Global, Inc. also serves as General Contractor, and the project is subject to a Notice of Commencement filed in accordance with Florida Statute §713.13.

As of June 30, 2025, the outstanding loan balance is $529,210 and interest capitalized for the year totaled $22,978.

Pappas Terrace – Construction Loan Payable

On April 30, 2024, the Borrower entered into a Building Loan Agreement with Snap Home Funding I, LLC for a construction loan in the principal amount of $726,700 to finance the development of a single-family residence located at 2385 Pappas Terrace, Port Charlotte, Florida 33981.

The loan is secured by a mortgage on the property (Charlotte County Parcel ID 402118303009) and governed under the Building Loan Agreement dated April 30, 2024. Under the terms of the agreement, advances are made in stages corresponding to approved phases of construction, with disbursements made based on inspection and lender authorization.

The completion date and final advance date were originally set for May 1, 2025, and the maturity date has been extended to November 1, 2025 to accommodate completion of the project. Interest accrues per the terms of the associated note and is capitalized as part of project costs in accordance with GAAP.

ASC Global, Inc. also serves General Contractor, and the project is subject to a Notice of Commencement filed in accordance with Florida Statute §713.13.

As of June 30, 2025, the outstanding balance on the construction loan was $418,338 and interest capitalized for the year totaled $18,248.

Latham Terrace – Construction Loan Payable

On May 31, 2024, the Borrower entered into a Building Loan Agreement with Snap Home Funding I, LLC for a construction loan in the principal amount of $799,148 to finance the development of a single-family residence located at 5189 Latham Terrace, Port Charlotte, Florida 33981.

The loan is secured by a mortgage on the property (Charlotte County Parcel ID 402132253004). Under the agreement, advances are disbursed according to approved stages of construction.

The completion date and final advance date were originally set for December 1, 2025, and the maturity date has been extended to April 1, 2026 to accommodate completion of the project. Interest accrues per the terms of the associated note and is capitalized as part of project costs in accordance with GAAP.

ASC Global, Inc. also serves as General Contractor, and the project is subject to a Notice of Commencement filed in accordance with Florida Statute §713.13.

As of June 30, 2025, the outstanding balance on the loan was $384,813 and interest capitalized for the year totaled $23,708.

NOTE 9 – CONSTRUCTION COSTS, ACCOUNTS PAYABLE, AND ACCRUED LIABILITIES

The Company is engaged in the construction of single-family homes, for which costs are accumulated as construction in progress within inventory. During the year ended June 30, 2025, the Company identified deficiencies in its processes and controls related to the recording of construction costs and related liabilities.

Historically, the Company recorded a significant portion of construction costs based on cash disbursements to vendors and contractors, rather than recording such costs when incurred. In addition, the Company did not maintain a complete and accurate listing of vendor and contractor obligations and did not consistently record accounts payable or accrued liabilities for services performed but not yet invoiced or paid.

As a result of these deficiencies:

	·	Construction inventory, accounts payable, accrued expenses, and cost of sales may not have been recorded in the appropriate period.

	·	The Company’s processes did not ensure the complete identification and recording of liabilities related to construction activities.

	·	The Company performed analyses and recorded adjustments during the preparation of the financial statements to estimate and recognize certain unrecorded costs and liabilities based on available information.

However, due to limitations in the underlying records and processes, the Company was unable to determine whether additional adjustments may have been necessary to construction inventory, accounts payable, accrued expenses, cost of sales, and related financial statement line items as of and for the year ended [date].

These matters contributed to a material weakness in internal control over financial reporting, as described in Item [9A] of the Company’s Form 10-K. Specifically, the Company did not maintain effective controls over:

	·	The completeness and accuracy of vendor and contractor listings

	·	The recording of construction costs when incurred

	·	The identification and accrual of construction-related liabilities at period-end

As described in the Independent Auditor’s Report, the auditors were unable to obtain sufficient appropriate audit evidence regarding certain elements of construction inventory, accounts payable, accrued expenses, and cost of sales. Accordingly, the auditors issued a qualified opinion on the Company’s financial statements as of and for the year ended June 30, 2025.

The Company has begun implementing remediation measures to address these deficiencies, including:

	·	Establishing formal processes for vendor onboarding and invoice tracking

	·	Implementing procedures to record construction costs and liabilities when incurred

	·	Enhancing period-end accrual processes

	·	Developing a project-level cost tracking system

The Company expects to continue these efforts during next fiscal year; however, the material weakness will not be considered remediated until the controls have been designed, implemented, and operated effectively for a sufficient period of time.

NOTE 10 - SUBSEQUENT EVENTS

Subsequent to June 30, 2025, the Company obtained extensions on all of its outstanding construction loans to allow additional time for project completion and repayment. Specifically, the Curry Terrace and Minot Avenue construction loans, which were originally scheduled to mature on April 1, 2025 and previously extended to July 1, 2025, were further extended to January 1, 2026. The Albrecht Terrace construction loan maturity was extended to February 1, 2026. The Bolander Terrace, Ostrom Avenue, and Pappas Terrace construction loans, which were originally scheduled to mature in 2025, were each extended to November 1, 2025. The Latham Terrace construction loan maturity was extended to April 1, 2026. All other terms of the respective loan agreements remained unchanged.

F-15

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, ~~2024~~2025 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.

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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, ~~2024~~2025, 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~~are in a ~~reverse~~financial ~~merger~~position orto ~~similar~~retain ~~business~~such oradditional ~~asset acquisition~~personnel.

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~~2025 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
David Champ	Chairman of the Board/CEO/President/ CFO	7/14/2020-Present
Peter Yaugh Chen	Director/CFO	7/14/2020-8/2/~~2023~~2024*
Xiangru Lin	Director	7/14/2020-Present

*There ~~Peter~~are ~~Yaugh~~no ~~Chen~~agreements ~~resigned~~with respect to electing directors. The Board of Directors appoints officers 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 ~~Chief~~set ~~Financial~~forth ~~Officer~~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. The Board of Directors has not adopted insider trading policies and ~~Director~~procedures governing the purchase, sale, and/or other dispositions of the Company’s onsecurities ~~August~~by 2directors, ~~2023~~officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

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. The Board of Directors has not adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company.

Director and Officer Biographical Information

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

David ~~Chen~~Champ 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. He was the Far East Regional Manager of ITT-Palm Coast ( a 68,000. acres Florida Real Estate Development Project in Flager County, Florida, which it is a subsidiary of International Telephone & Telegram ) in 1988 – 1991. Mr. ~~Chen~~Champ 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~~Champ obtained his bachelor’s degree in computer science from Southern Connecticut State University. Mr. ~~Chen~~Champ 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. Mr. Champ also served as a guest-lecturing professor at SUNY-Stony Brook ( State University of New York ) at its Manhattan MBA Program in 2007.

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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 Federal 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, ~~2024~~2025, with the exception of the following reports.

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

16Insider ~~Table~~Trading ~~of Contents~~Policy

The Company has not adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, or the Company itself due to its small size.

Table of Contents

Item 11. Executive Compensation.

The following table sets forth, for the fiscal years ended June 30, ~~2024~~2025 and June 30, ~~2023~~2024, certain information regarding the compensation earned by the Company’s named executive officers.

Summary Compensation Table

Name and Principal Position	Year	Salary($)		Bonus($)		StockAwards($)		OptionAwards($)		Non-EquityIncentivePlanCompensation($)		~~Non-QualifiedDeferredCompensationEarnings~~Change in pension value and nonqualified deferred compensation earnings ($)		All OtherCompensation($)		Total($)
David Chen,	2023	$	12,000		-		-		-		-		-		-	$	12,000
David Champ,	2024	$	12,000		-		-		-		-		-		-	$	12,000
CEO, Director (1)	2024	$	-		-		-		-		-		-		-	$	0
CEO, CFO, Director (1)	2025	$	-		-		-		-		-		-		-	$	0
Peter Yaugh Chen,	~~2023~~2024	$	-		-				-		-		-		-	$	0
CFO, Director (2)	2024	$	-		-				-		-		-		-	$	0
Former CFO, Director (2)	2025	$	-		-				-		-		-		-	$	0
Xiangru Lin,	~~2023~~2024	$	10,000		-		-		-		-		-		-	$	10,000
Director (3)	~~2024~~2025	$	-		-		-		-		-		-		-	$	0

~~(1)~~	~~David Chen was named Chairman, CEO and President July 14, 2020.~~(1)	David Champ was named Chairman, CEO and President July 14, 2020.
~~(2)~~	~~Peter Yaugh Chen resigned as Director and CFO on August~~ (2~~, 2023.~~)	Peter Yaugh Chen resigned as Director and CFO on August 2, 2024.
~~(3)~~	~~Xiangru Lin was named director July 14, 2020.~~(3)	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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Compensation Committee

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, ~~2024~~2025, 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, ~~2024~~2025, 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, ~~2024~~2025.

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, ~~2024~~2025 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.

1819 Table of Contents

Security Ownership of Management and Certain Beneficial Holders

Title of Class	Name andAddress ofBeneficialOwner	Amount andnature ofbeneficialownership			Percent ofClass
Common Stock	David ~~Chen~~Champ		1,~~745~~538,~~000~~900,585	(1)		8373.~~267~~38	%
	Peter Yaugh Chen		0			0
	Xiangru Lin		0100,080,000			04.77
	Executive Officers and Directors as a Group		1,~~801~~638,~~634~~980,585			8678.21	%

(1) Shares are held in the name American Software Capital Inc., ~~and~~an entity of which David ~~Chen~~Champ is the President.

Stock Option Plan and other Employee Benefits Plans

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

Transactions with Related Persons

Amounts due to a related party are for advances made by stockholders of the Company. The balance due of $3,~~344~~895,~~662~~453 and $13,~~314~~213,~~193~~162 as at June 30, ~~2024~~2025 and ~~2023~~2024, 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.

AsOn ~~described above on~~ May 10, 2024 the Company entered into an agreement with ASC Global, whereby the Company acquired all of the issued and outstanding shares of common stock of ASC Global in exchange for the issuance of a promissory note by the Company to the shareholder (David ~~Chen~~Champ, CEO, CFO, President of the Company) of ASC Global in the principal amount of Five Million Dollars (the “Promissory Note”). The Promissory Note bears interest at the rate of four percent per annum and provides that all outstanding principal of and accrued but unpaid interest thereon shall be paid in full on or before May 10, 2027.

Promoters and Certain Control Persons

None.

List of Parents

None.

Director Independence

The Company has one independent director.

~~Item~~20 ~~14.~~Table ~~Principal~~of ~~Accounting Fees and Services.~~Contents

Principal Accounting Fees & Services	2023		2024
Audit Fees	$	20,000	$	21,500
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		9,000		8,550
Total Fees	$	29,000	$	30,050

Item 14. Principal Accountant Fees and Services.

19 Table of Contents

Principal Accountant Fees & Services	2025		2024
Audit Fees	$	45,500	$	21,500
Audit Related Fees		-		-
Tax Fees		750		-
All Other Fees		14,078		8,550
Total Fees	$	60,328	$	30,050

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-K 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 2024 or 2023.~~

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 2024 or 2023.~~

2021 Table of Contents

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, ~~2024~~2025 and ~~2023~~2024 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 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.

2223 Table of Contents

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	TOKEN COMMUNITIES LTD.
Dated: December 31, 2024	By:	/s/ David Chen
Dated: April 3, 2026	By:	/s/ David Champ
		David Chen
		David Champ
		Chief Executive Officer, Director
		Chief Executive Officer,Chief Financial Officer, Director

Dated: December 31, 2024	By:	/s/ Xiangru Lin
		Xiangru Lin
		Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: April 3, 2026

By:

/s/ David Champ

David Champ

Chief Executive Officer,

Chief Financial Officer, Director

Dated: April 3, 2026	By:	/s/ Xiangru Lin
		Xiangru Lin
		Director

Filing Compare · TOKEN COMMUNITIES LTD.