United States securities and exchange commission logo





                              December 9, 2020

       Peter Chen
       Chief Financial Officer
       Token Communities Ltd.
       136-2038th Avenue, Suite 9C
       Flushing, NY 11354

                                                        Re: Token Communities
Ltd.
                                                            Registration
Statement on Form 10-12G
                                                            Filed November 12,
2020
                                                            File No. 000-55688

       Dear Mr. Chen:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Registration Statement on Form 10-12b

       Background, page 1

   1.                                                   We note that you
transferred 3.4 billion iRide Tokens to American Software Capital
                                                        pursuant to an Asset
Purchase Agreement. Explain how you determined the value of the
                                                        3.4 billion iRide
Tokens in this transaction.
       Overview, page 1

   2.                                                   You state that you are
a "technology and acquisition company with a focus on acquiring
                                                        companies that will
benefit from the injection of growth capital and technology
                                                        integration." We note
that your sole source of revenue in fiscal year ended June 30, 2020
                                                        was from consulting and
financial advisory services. Please discuss the nature of these
                                                        services that generate
revenue. Also, please include a chart or an organizational chart that
                                                        summarizes all of the
"portfolio companies" that you reference.
 Peter Chen
FirstName  LastNamePeter
Token Communities   Ltd. Chen
Comapany9,
December   NameToken
             2020      Communities Ltd.
December
Page  2   9, 2020 Page 2
FirstName LastName
Business
Our Company, page 2

3.       You state that you operate the "Lukki Exchange." Please discuss the
type of crypto asset
         trading that it facilitates. Discuss whether your operation of this
exchange triggers any
         obligations under the Securities Act or Securities Exchange Act,
including any
         requirements to register as a national securities exchange,
alternative trading system or
         broker-dealer, or any obligations to register with the CFTC as a
futures exchange. Refer
         to Items 101(h)(4)(viii) and (ix) of Regulation S-K
LOT Token, page 2

4.       Please describe the distinct characteristics of the LOT Token, the
iRide Token and the
         Lukki Token. Disclose the number of each token that you currently hold
and the amount
         of each token that you have issued. Tell us whether a white paper is
available for these
         tokens. We note your disclosure that you are actively engaged in
marketing your LOT
         Tokens.
Risk Factors
Our ability to adopt technology, page 3

5.       We note you rely on third-party storage solutions of your digital
wallets. Please provide
         the name of the third-party provider and any agreements you have with
them.
Our cryptocurrency holdings, page 6

6.       Please provide support for your statement that you "may be in control
and possession of
         one of the more substantial holdings of cryptocurrency."
Critical Accounting Policies, page 12

7.       Please revise to identify and disclose your critical accounting
policies for your derivative
         liability. Your discussion should explain how these policies require
significant estimates
         and assumptions and quantify the effect on the financial statements of
changes in
         estimates in each period presented. As material changes in estimate
have been
         recognized, fully explain the new information that became available
and why that
         information could not be anticipated at the date the original estimate
was made. In this
         regard, we note from your disclosure on page F-4 that the fair value
of your derivative
         liability appears to have significantly changed between the warrant
issuance dates and
         June 30, 2020. Please revise your disclosure under    Other Income
(Expense)    on page 11
         to further discuss the underlying factors of the fair value change.
Certain Relationships and Related Transactions, and Director Independence, page
17

8.       Please identify the related party and the material terms of the loan
that you received.
 Peter Chen
FirstName  LastNamePeter
Token Communities   Ltd. Chen
Comapany9,
December   NameToken
             2020      Communities Ltd.
December
Page  3   9, 2020 Page 3
FirstName LastName
Financial Statements, page 19

9.       Please include interim financial statements for the period ended
September 30, 2020.
         Please similarly update all financial information throughout your
filing. See Rule 3-12(a)
         of Regulation S-X.
Note 2. Summary of Significant Accounting Policies
Fair Value of Financial Instruments, page F-9

10.      We note that you classify warrants as a derivative liability and
appears that you use
         the Black-Scholes-Merton pricing model to determine the fair value of
your derivative
         liability. Please disclose how you determined the significant
assumptions utilized within
         the Black-Scholes-Merton valuation model for each reporting period
presented.
Note 6. Subsequent Events, page F-13

11.      We note that on July 14, 2020 you entered into an acquisition
transaction with American
         Software Capital, Inc. In the acquisition you exchanged common shares
and
         transferred iRide Tokens for "all technology and software code (and
all copies of code)
         related to or required to operate the 'Lukki Exchange,' including all
client lists, intellectual
         property related to the brand 'Lukki' (including files of art, logos,
web designs, etc.) as
         well as ownership of the Lukki.io website and related design codes."
Given the number of
         shares issued in the transaction, please disclose how you intend to
account for
         this transaction and tell us your consideration in identifying the
accounting acquirer in
         accordance with FASB ASC 805-10-25-4 and 5, and FASB ASC 805-40, which
pertains
         to reverse acquisitions. If you believe that the acquisition does not
meet the definition of a
         business, tell us how you considered ASC 805-10-55 in evaluating your
transaction.
12.      Please provide disclosures that address the purchase price you paid in
the acquisition
         transaction, including the fair values of the common stock and iRide
Tokens you used
         as consideration, and explain how the fair values of both the stock
and iRide Tokens were
         determined.
13.      In light of the Form 8-K filed on July 27, 2020, disclosing this
transaction, please tell us
         whether you intend to file the historical financial statements of the
business acquired,
         along with a pro forma presentation illustrating the effects of the
transaction, to comply
         with Rule 8-04 and Rule 8-05 of Regulation S-X, and Item 9.01 of Form
8-K. Please
         submit the analyses that you perform in your application of this
guidance. If you believe
         that the acquisition does not meet the definition of a business, tell
us how you considered
         the attributes listed in Rule 11-01(d) of Regulation S-X.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 Peter Chen
Token Communities Ltd.
December 9, 2020
Page 4

        You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376
or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Michael C. Foland,
Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with
any other questions.



                                                          Sincerely,
FirstName LastNamePeter Chen
                                                          Division of
Corporation Finance
Comapany NameToken Communities Ltd.
                                                          Office of Technology
December 9, 2020 Page 4
cc:       Jeffrey Stein
FirstName LastName