Filing Details
- Accession Number:
- 0001477932-25-001176
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-20 19:00:00
- Filed By:
- Champ David
- Company:
- Token Communities Ltd.
- Filing Date:
- 2025-02-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Champ David | 0 | 1,745,000,585 | 0 | 1,745,000,585 | 1,745,000,585 | 83.3% |
| American Software Capital Inc. | 1,745,000,585 | 0 | 1,745,000,585 | 0 | 1,745,000,585 | 83.3% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
TOKEN COMMUNITIES LTD. (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) |
889068102 (CUSIP Number) |
David Champ 850Tidewater Shore Loop, Suite 402 Bradenton, FL, 34208 202-536-5191 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/29/2020 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 889068102 |
| 1 |
Name of reporting person
Champ David | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,745,000,585.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
83.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
As of the date of this Statement, the Reporting Person, for the purposes of Rule 13d-3 under the Act, the Reporting Person may be deemed to beneficially own, 1,745,000,585 shares of common stock held by American Software Capital Inc. an entity in which the Reporting Person holds voting and dispositive power over the securities held by such entity. The Reporting Person is the President of American Software Capital Inc. and in such capacity holds voting and dispositive power over the securities held by such entity.
SCHEDULE 13D
|
| CUSIP No. | 889068102 |
| 1 |
Name of reporting person
American Software Capital Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,745,000,585.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
83.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
COMMON STOCK, PAR VALUE $0.0001 PER SHARE | |
| (b) | Name of Issuer:
TOKEN COMMUNITIES LTD. | |
| (c) | Address of Issuer's Principal Executive Offices:
850 TIDEWATER SHORE LOOP, SUITE 402, BRADENTON,
FLORIDA
, 34208. | |
Item 1 Comment:
The title and class of equity securities to which this Schedule 13D relates is common stock, par value $0.0001 per share, of Token Communities Ltd., a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 850 Tidewater Shore Loop, Suite 402. | ||
| Item 2. | Identity and Background | |
| (a) | This statement is being filed by David Champ, and American Software Capital Inc. (collectively, the "Reporting Persons"). | |
| (b) | The Reporting Persons' business address is 850 Tidewater Shore Loop, Suite 402, Bradenton, FL 34208. | |
| (c) | Mr. Champ is a member of the Board of Directors and President of Token Communities Ltd. and the President of American Software Capital Inc. | |
| (d) | During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. | |
| (f) | United States/Delaware. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
American Software Capital Inc. acquired 1,745,000,585 shares of Common Stock of the Issuer in connection with the closing of the transactions set forth in an Asset Purchase Agreement by and between American Software Capital Inc. and the Issuer. | ||
| Item 4. | Purpose of Transaction | |
All of the Issuer's securities owned by the Reporting Persons have been acquired for investment purposes only. Except as set forth herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time, review or reconsider their positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described herein, they have no present intention of doing so. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | David Champ beneficially owns, together with American Software Capital Inc., an aggregate of 1,745,000,585 shares of the Issuer's common stock, or 83.28% of the Issuer's issued and outstanding shares of common stock (based on 2,095,406,000 shares issued and outstanding as of July 29, 2020). | |
| (b) | David Champ may be deemed to hold shared voting and dispositive power over 1,745,000,585 shares of common stock of the Issuer with American Software Capital Inc. | |
| (c) | On July 29, 2020, the Issuer issued 1,745,000,585 shares of common stock to American Software Capital Inc. in connection with the closing of the transactions contemplated in the Asset Purchase Agreement. | |
| (d) | To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the 1,745,000,585 shares of common stock reported in Item 5(a). | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except for the agreements described in Item 4 and Item 5 of this Schedule 13D there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the Person with whom such contracts, arrangements, understandings or relationships have been entered into. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10.1 Asset Purchase Agreement dated July 14, 2020 between Token Communities Ltd. and American Software Capital Inc.
https://www.sec.gov/Archives/edgar/data/1683252/000121390020018739/ea124581ex2-1_tokencom.htm
Exhibit 99.1 Joint Filing Agreement with David Champ, and American Software Capital Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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