Audit flags control weaknesses at Token Communities (OTC: TKCM)
Token Communities Ltd. filed its annual report showing a sharp reversal from profit to loss and significant audit concerns. Revenue fell to $356,579 from $2.43 million, with a net loss of $464,107 versus prior-year net income of $1.28 million, mainly due to lower home sales and no debt-extinguishment gains.
Total assets rose to $6.04 million, driven by Florida luxury waterfront real estate inventory and construction in progress, but liabilities climbed to $11.24 million, leaving a stockholders’ deficit of $5.20 million. The auditor issued a qualified opinion and highlighted a going concern risk, citing weak records over construction costs and liabilities and material weaknesses in internal control.
Positive
- None.
Negative
- Qualified audit opinion and going concern doubt: the auditor could not obtain sufficient evidence over construction inventory, payables, accrued expenses, and cost of sales, and highlighted recurring losses and a $5.20M stockholders’ deficit as raising substantial doubt about the company’s ability to continue as a going concern.
- Material weaknesses in internal control: the company reports inadequate segregation of duties, no independent board or audit committee, undocumented control policies, and reliance on a single consultant for financial reporting, undermining the reliability of its financial information.
- High leverage and negative equity: total liabilities of $11.24M, including a $5.0M related-party note and $3.17M construction loans, exceed assets of $6.04M, leaving substantial stockholders’ deficit and heightening financial risk.
Insights
Qualified audit, going concern doubt, and heavy leverage materially raise risk.
The company shifted from $1.28M net income in the prior year to a $464k net loss on sharply lower home sales. Operating cash outflows of $2.31M were funded by construction loans and related-party borrowings, underscoring dependence on external financing.
The auditor issued a qualified opinion for FY 2025, unable to verify construction inventory, accounts payable, accrued expenses, and cost of sales due to incomplete records. Combined with a stockholders’ deficit of $5.20M and total liabilities of $11.24M versus assets of $6.04M, this led to an explicit going concern warning.
Material weaknesses include lack of segregation of duties, no independent board or audit committee, undocumented controls, and reliance on a consultant for reporting. While management outlines remediation steps, execution and future filings will be key to demonstrating improved controls and more reliable construction cost accounting.
Key Figures
Key Terms
emerging growth company regulatory
going concern financial
qualified opinion financial
material weakness financial
Foreign Trade Zone regulatory
Qualified Opportunity Zone regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Mark One
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
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(Address of principal executive offices)
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $0.0001
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐
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 ☐
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 ☐
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).
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 | ☐ |
☒ | 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
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 $
As of April 3, 2026, the Company had
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); |
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| · | 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. |
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| · | to include less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation |
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| · | 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 |
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| · | to defer complying with certain changes in accounting standards, and |
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| · | 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.
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TABLE OF CONTENTS
PART I |
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Item 1. | Business |
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Item 1A. | Risk Factors. |
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Item 1B. | Unresolved Staff Comments. |
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Item 1C | Cybersecurity. |
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Item 2. | Properties. |
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Item 3. | Legal Proceedings. |
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Item 4. | Mine Safety Disclosures. |
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PART II |
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Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
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Item 6. | [Reserved] |
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Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
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Item 8. | Financial Statements and Supplementary Data. |
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Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
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Item 9A. | Controls and Procedures. |
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Item 9B. | Other Information. |
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Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. |
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PART III |
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Item 10. | Directors, Executive Officers and Corporate Governance. |
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Item 11. | Executive Compensation. |
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Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
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Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
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Item 14. | Principal Accountant Fees and Services. |
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PART IV |
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Item 15. | Exhibit and Financial Statement Schedules. |
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Item 16. | Form 10–K Summary. |
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Signatures |
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PART I
Item 1. Business
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.
2024
On May 10, 2024 the Company entered into an 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 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.
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 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.
The Company is also in the preliminary stages of creating an APOZ (Asia Pacific Opportunity Zone) project of approximately 500 acres in the Greater Houston Area (Chambers County) which will consist of industrial, commercial, and residential areas. The Company has an agreement to purchase this property but the closing of the acquisition has not occurred as it is subject 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.
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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 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 a well known construction company on the construction of our properties.
The Company’s proposed APOZ project of approximately 500 acres in the Greater Houston Area (Chambers County) which will consist of industrial, commercial, and residential areas. The APOZ is a mixed-use 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 ) dual-status business park in 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 a forward-looking hub for industry and innovation. We are under contract to acquire the land which will be the site 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. Army Corps of Engineers (USACE) study, 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 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 or commence 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.
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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 trends in the real estate market and changes in customer and business requirements or to devote greater resources to development, promotion and sale of their properties.
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.
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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
Risk management and strategy
We have not established specific processes for assessing, identifying, and managing material risks from cybersecurity threats or
While we lack a formal risk assessment policy or analysis and
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 Xiangru 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.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock is quoted on the OTCID under the symbol “TKCM.” 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, 2025, there were 2,095,671,162 shares of common stock outstanding, which were held by approximately 186 record holders.
Dividends
Through June 30, 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, 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
The core business of the Company is luxury waterfront home development in southwest Florida. ASC Global owns over 20 properties in Florida in various stages of development. We have started construction on seven of these lots in various stages. The Company is also attempting to develop an APOZ project of approximately 500 acres in the Greater Houston Area (Chambers County) which will consist of industrial, commercial, and residential areas. The APOZ is a mixed-use 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 ) dual-status business park in the U.S. today.
Results from Operations – For the year ended June 30, 2025 as compared to June 30, 2024
Operating Expenses
Total operating expenses increased from $288,530 in fiscal year 2024 to $481,930 in fiscal year 2025. The increase was primarily due to an increase in general and administrative costs during the fiscal year ended June 30, 2025.
Loss From Operations
Income from operations decreased from $905,142 in fiscal year 2024 to $(463,431) in fiscal year 2025. The difference was primarily due to the sale of various properties during the fiscal year ended June 30, 2024.
Other Income (Expense)
Other Income decreased from $718,972 in fiscal year 2024 to $0 in fiscal year 2025. This decrease was due to the gain on extinguishment of debt of $730,820 in fiscal year 2024.
Net Income (Loss)
Net income decreased from $1,276,464 in fiscal year 2024 to $(464,107) in fiscal year 2025. The decrease is primarily due to the absence of sales and debt extinguishment in fiscal year 2025.
Liquidity and Capital Resources
As of June 30, 2025, the Company had total assets of $5,895,117 as compared to $3,987,903 as of June 30, 2024, an increase of $1,907,214. This increase was primarily a result of the Company’s acquisition of various properties. The Company’s total current assets exceeded its current liabilities by $2,809,593.
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Our cash flows for the year ended June 30, 2025 and 2024 are summarized below:
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Net cash provided by operating activities |
| $ | (2,314,277 | ) |
| $ | (2,284,610 | ) |
Net cash used in investing activities |
| $ | (157,025 | ) |
| $ | - |
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Net cash provided (used) by financing activities |
| $ | 2,365,353 |
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| $ | 2,254,938 |
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Net Change in Cash |
| $ | 36,902 |
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| $ | 24,809 |
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Cash at beginning of year |
| $ | 25,939 |
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| $ | 1,130 |
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Cash at end of year |
| $ | 62,841 |
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| $ | 25,939 |
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Net Cash Provided (Used) in Operating Activities
For the year ended June 30, 2025, $(2,171,426) net cash used in operating activities was primarily attributable to the purchase of various properties. For the year ended June 30, 2024, $(2,284,610) net cash used in operating activities was primarily due to the purchase of various properties.
Net Cash Provided (Used) in Investing Activities
For the year ended June 30, 2025, $(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, 2025 net cash of $2,508,204 provided by financing activities was primarily attributable to construction loan proceeds. For the year ended June 30, 2024 net cash of $2,254,938 provided by financing activities was primarily due to loans from related parties.
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Critical Accounting Policies
The preparation of Consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Notes to the Consolidated Financial Statements 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).
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Item 8. Financial Statements and Supplementary Data.
Index to Financial Statements |
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Report of the Independent Registered Public Accounting Firm (PCAOB ID: 7116) |
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Consolidated Balance Sheets as of June 30, 2025 and 2024 |
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Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2025 and 2024 |
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Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended June 30, 2025 and 2024 |
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Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2025 and 2024 |
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Notes to Consolidated Financial Statements |
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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, 2025 and 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, 2025, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 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 Token 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.
As described in Note 8 to the financial statements, the Company did not maintain sufficient records or effective controls over the identification and recording of construction costs, accounts payable, and accrued liabilities. Specifically, the Company recorded construction costs primarily based on cash disbursements and did not maintain a complete and accurate listing of vendor and contractor obligations.
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
Critical audit matters (CAMs) arising from the audit and included in our auditor’s report are intended to inform investors and other financial statement users about matters that required especially challenging, subjective, or complex auditor judgment, and the relevant response or approach that we had to those matters. These matters relate to accounts or disclosures that are material to the financial statements, and include the following matters arising from the current period audit of the financial statements:
The Company accounts for 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
We have served as Token Communities Ltd. and Subsidiary 's auditor since 2024.
March 20, 2026
| F-2 |
| Table of Contents |
TOKEN COMMUNITIES LTD. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS OF THE FISCAL YEARS ENDED JUNE 30, 2025 AND 2024
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ASSETS |
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Assets |
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Current Assets: |
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Cash and equivalents |
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Inventory |
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Prepaid Expenses |
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Total current assets |
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Non-Current Assets: |
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Construction in Progress |
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TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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Taxes Payable |
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Unearned revenue |
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Due to related parties |
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Total current liabilities |
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Non-Current Liabilities: |
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Construction Loan |
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Note payable - related parties |
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Total non-current liabilities |
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TOTAL LIABILITIES |
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STOCKHOLDERS’ DEFICIT |
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Common stock: $ |
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Additional paid-in capital |
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Accumulated Other comprehensive income |
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Accumulated deficit |
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Non-controlling interest |
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Total stockholders’ deficit |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
| Table of Contents |
TOKEN COMMUNITIES LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 2025 AND 2024
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REVENUES |
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Home Sales |
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Lot Sales and Other |
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TOTAL REVENUES |
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COST OF SALES |
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Home Sales |
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TOTAL COST OF SALES |
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GROSS PROFIT |
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Home Sales |
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Lot Sales and Other |
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TOTAL GROSS MARGIN |
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OPERATING EXPENSES |
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Payroll Related Expenses |
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Accounting and Legal Fees |
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General and administrative |
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TOTAL OPERATING EXPENSES |
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INCOME (LOSS) FROM OPERATIONS |
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OTHER INCOME (EXPENSES) |
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Loss on Impairment |
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Gain on Extinguishment of Debt |
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TOTAL OTHER INCOME (EXPENSES) |
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PROVISION FOR INCOME TAXES |
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NET INCOME (LOSS) BEFORE NON-CONTROLLING INTEREST |
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Less non-controlling interest |
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NET INCOME (LOSS) |
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Foreign exchange translation gain (loss) |
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Comprehensive income |
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NET INCOME (LOSS) PER SHARE: BASIC AND DILUTED |
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
TOKEN COMMUNITIES LTD. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFECIT
FOR THE TWELVE MONTHS ENDED JUNE 30, 2025 AND 2024
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Balance, June 30, 2023 |
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Foreign currency translation gain (loss) |
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Net income for the period |
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Acquisition of ASC Global Inc |
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Balance, June 30, 2024 |
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Net income for the period |
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Balance, June 30, 2025 |
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| $ |
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| $ | ( | ) |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
| 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, |
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| Jun 30, |
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| 2025 |
| 2024 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) |
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Other equity adjustments |
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Impairment loss |
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Changes in operating assets and liabilities |
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Inventory |
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Prepaid Assets |
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Accounts payable, taxes payable and accrued expenses |
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Net cash provided (used) in operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Net cash provided (used) in investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Due to related parties |
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Construction loan proceeds |
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Acquisition of ASC Global Inc |
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Net cash provided (used) by financing activities |
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Effect of exchange rate changes on cash and equivalents |
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NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS |
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CASH AND EQUIVALENTS, BEGINNING OF PERIOD |
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CASH AND EQUIVALENTS, END OF PERIOD |
| $ |
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The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| 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”) 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.
On January 10, 2023 the Company entered into a Stock Purchase Agreement with Elements of Health and Wellness, Inc., a company incorporated in the Florida (“Elements”) whereby the Company acquired ninety shares of common stock of Elements (which represents ninety percent of the outstanding shares of common stock of Elements), in exchange for the issuance of a promissory note in the principal amount of Two Hundred Twenty Five Thousand Dollars ($
On May 10, 2024 the Company entered into an 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 principal (David Champ, CEO, CFO, President and Director 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. 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.
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”). The Company’s functional currency is the United States Dollars (“$” or “USD”).
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 $(
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.
| F-7 |
| Table of Contents |
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
The Company recognizes revenue from home sales when it satisfies its performance obligations under the underlying sales contracts. The Company’s principal performance obligations include delivering the home in accordance with the contract, transferring title, and ensuring the home is free of material defects at closing. Revenue is recognized at a point in time, generally upon closing, when control of the 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 closing. If performance obligations are not satisfied, revenue is deferred and recognized in future periods.
Lot Sales Revenue
Revenue from lot sales is recognized when the Company satisfies its performance obligations, which consist of transferring the lot in the agreed-upon condition and ensuring the buyer obtains control and title. Lot sales are recognized at a point in time, once escrow conditions are complete, title has transferred, the agreed-upon condition is delivered, and collection of the purchase price is probable. Revenue and associated margin are deferred if these obligations are 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 the 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.
| F-8 |
| Table of Contents |
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) 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:
| · | Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets. |
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| · | 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. |
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| · | 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 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.
| F-9 |
| Table of Contents |
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 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 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 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 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.
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.
| F-10 |
| Table of Contents |
NOTE 3 – BUSINESS COMBINATION
Effective May 10, 2024, the Company acquired 100% of the outstanding shares of ASC Global. 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 on May 10, 2024:
Item |
| Amount |
| |||||
Consideration Given |
|
|
|
|
|
| ||
Notes Payable |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
| |
Allocation of Consideration Given |
|
|
|
|
|
|
| |
Cash |
| $ |
|
|
|
|
| |
Due from Related Parties |
|
|
|
|
|
|
| |
Inventory |
| $ |
|
|
|
|
| |
Total Assets |
|
|
|
|
| $ |
| |
|
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Due to Related Parties |
| $ |
|
|
|
|
| |
Total Current Liabilities |
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Net Assets Acquired |
|
|
|
|
| $ |
| |
NOTE 4 - STOCKHOLDERS’ DEFICIT
As of June 30, 2025, the authorized share capital of the Company consists of
NOTE 5 - RELATED PARTY TRANSACTIONS
Amounts due to a related party are, for advances, made by a Director of the Company. The balances of $
On May 10, 2024, the Company entered into a promissory note for $
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.
| F-11 |
| Table of Contents |
NOTE 7 – INCOME TAXES
The Company provides for income taxes under FASB ASC 740, Accounting for Income Taxes. FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.
FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some, or all of, the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to 100% of the deferred tax asset has also been recorded resulting in no net deferred tax asset.
|
| June 30, |
|
| June 30, |
| ||
|
| 2025 |
|
| 2024 |
| ||
For the period ended |
|
|
|
|
|
| ||
Book income (loss) for the year |
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Temporary differences: |
|
|
|
|
|
|
|
|
Accrued expenses |
|
|
|
|
|
| ||
Taxable income (loss) for the year |
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Tax rate |
|
| % |
|
| % | ||
Deferred tax asset |
| $ |
|
| $ |
| ||
Less: Valuation allowance |
|
| ( | ) |
|
|
| |
Net Deferred tax asset |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Federal income tax at statutory rate |
| $ | ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Rate Reconciliation: |
|
|
|
|
|
|
|
|
Statutory rate |
|
| % |
|
| % | ||
Temporary difference |
|
| ( | )% |
|
| % | |
Permanent difference |
|
| % |
|
| % | ||
Change in Valuation Allowance |
|
| % |
|
| % | ||
Effective tax rate |
|
| % |
|
| % | ||
| F-12 |
| Table of Contents |
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 $
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 $
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 $
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.
| F-13 |
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 $
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 $
The loan is secured by a mortgage on the property (Charlotte County Parcel ID 402130258006) and governed under a Building Loan Agreement dated
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 $
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 $
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
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 $
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 $
The loan is secured by a mortgage on the property (Charlotte County Parcel ID 412116126003) and governed under the Building Loan Agreement dated
| F-14 |
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 $
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 $
The loan is secured by a mortgage on the property (Charlotte County Parcel ID 402118303009) and governed under the Building Loan Agreement dated
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 $
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 $
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 $
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, 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. |
| 13 |
| Table of Contents |
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, 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 are in a financial position to retain such additional 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.
| 14 |
| Table of Contents |
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, 2025 are set forth in the following table:
Name |
| Positions |
| Period of Service |
David Champ |
| Chairman of the Board/CEO/President/ CFO |
| 7/14/2020-Present |
Peter Yaugh Chen |
| Director/CFO |
| 7/14/2020-8/2/2024* |
Xiangru Lin |
| Director |
| 7/14/2020-Present |
There are no agreements 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 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 Champ – Chairman of the Board/CEO/President/Chief Financial Officer
David 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. 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. Champ obtained his bachelor’s degree in computer science from Southern Connecticut State University. Mr. 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.
| 15 |
| Table of Contents |
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 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; |
| 16 |
| Table of Contents |
| (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, 2025, with the exception of the following reports.
Reporting Person |
| Form Type |
| |
David Champ |
|
| 3 |
|
Xiangru Lin |
|
| 3 |
|
Insider Trading 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.
| 17 |
| Table of Contents |
Item 11. Executive Compensation.
The following table sets forth, for the fiscal years ended June 30, 2025 and June 30, 2024, certain information regarding the compensation earned by the Company’s named executive officers.
Summary Compensation Table
Name and Principal Position |
| Year |
| Salary ($) |
|
| Bonus ($) |
|
| Stock Awards ($) |
|
| Option Awards ($) |
|
| Non-Equity Incentive Plan Compensation ($) |
|
| Change in pension value and nonqualified deferred compensation earnings ($) |
|
| All Other Compensation ($) |
|
| Total ($) |
| ||||||||
David Champ, |
| 2024 |
| $ | 12,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 12,000 |
|
CEO, CFO, Director (1) |
| 2025 |
| $ | - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter Yaugh Chen, |
| 2024 |
| $ | - |
|
|
| - |
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 0 |
|
Former CFO, Director (2) |
| 2025 |
| $ | - |
|
|
| - |
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 0 |
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Xiangru Lin, |
| 2024 |
| $ | 10,000 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 10,000 |
|
Director (3) |
| 2025 |
| $ | - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
| $ | 0 |
|
| (1) | David Champ was named Chairman, CEO and President July 14, 2020. |
| (2) | Peter Yaugh Chen resigned as Director and CFO on August 2, 2024. |
| (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.
| 18 |
| Table of Contents |
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, 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; |
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| · | each director; |
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| · | each named executive officer; |
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| · | all of our executive officers and directors as a group; and |
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| · | 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, 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, 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, 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.
| 19 |
| Table of Contents |
Security Ownership of Management and Certain Beneficial Holders
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and nature of beneficial ownership |
|
| Percent of Class |
| ||
Common Stock |
| David Champ |
|
| 1,538,900,585 | (1) |
|
| 73.38 | % |
|
| Peter Yaugh Chen |
|
| 0 |
|
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| 0 |
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| Xiangru Lin |
|
| 100,080,000 |
|
|
| 4.77 |
|
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| |
|
| Executive Officers and Directors as a Group |
|
| 1,638,980,585 |
|
|
| 78.21 | % |
(1) | Shares are held in the name American Software Capital Inc., an entity of which David 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.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Transactions with Related Persons
Amounts due to a related party are for advances made by stockholders of the Company. The balance due of $3,895,453 and $3,213,162 as at June 30, 2025 and 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.
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 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.
| 20 |
| Table of Contents |
Item 14. Principal Accountant Fees and Services.
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.
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.
| 21 |
| 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, 2025 and 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.
| 22 |
| Table of Contents |
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. |
| 23 |
| Table of Contents |
SIGNATURES
Pursuant to 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. |
| |
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Dated: April 3, 2026 | By: | /s/ David Champ |
|
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| David Champ |
|
|
| Chief Executive Officer, Chief Financial Officer, 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 |
|
| 24 |