UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 31, 2019

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission file number 001-39052

 

Toga Limited

(Exact name of registrant as specified in its charter)

   

Nevada

98-0568153

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

515 S. Flower Street 18th Floor

Los Angeles, CA 90071

(Address of principal executive offices)

 

(949) 333-1603

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

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

 

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

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

 

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

 

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

 

The number of shares of the issuer’s common stock outstanding as of February 10, 2021 was 91,013,640, par value $0.0001 per share.

   

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Toga Limited (the “Company”) for the quarterly period ended October 31, 2019 (the “Form 10-Q”), filed on December 19, 2019 with the Securities and Exchange Commission (the “SEC”).  This Amendment restates the Company’s financial statements in order to correct errors resulting from improper timing of revenue recognition from PT Toga International Indonesia (“PT Toga”), the Company’s wholly-owned Indonesian subsidiary. In the course of preparing the Annual Report on Form 10-K for the annual period ended July 31, 2020, the Company’s management discovered that revenue recognition was occurring on the collection of proceeds rather than on the shipment of product. In addition, the related commissions expense is being restated to properly reflect these costs against the restated revenues, resulting in a prepaid commission asset balance for the portion of the commissions expense for which revenue recognition was deferred. A summary of the accounting impact of these adjustments to the Company’s condensed consolidated unaudited financial statements as of and for the three months ended October 31, 2019 is provided at “Note 8. Restatement of Financial Statements.” 

 

This Amendment also amends and includes a summary of updates to the business description of the Company to include descriptions of the Company’s direct marketing line of business and the Company’s general services agreement with a related party, both of which comprise the majority of the Company’s revenue during the quarterly period ended October 31, 2019. These discussions should be read in conjunction with the Company’s Form 10-K/A for the fiscal year ended July 31, 2019, as filed on February 8, 2021.

 

In order to provide the Company’s stockholders with a better understanding of the Company’s business, this Amendment also includes modifications and updates to Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures made in the original Form 10-Q to be accurate as of the date of filing of this Amendment.

 

Finally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including with this Amendment currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer (attached as Exhibits 31.1, 31.2, 32.1, and 32.2).

 

 
2

 

   

TOGA LIMITED

FORM 10-Q/A

Quarterly Period Ended October 31, 2019

 

 

 

Page

Number

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements

 

4

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

5

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

20

 

 

 

 

Item 4.

Controls and Procedures

 

20

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

21

 

 

 

 

Item 1A.

Risk Factors

 

21

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

21

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

21

 

 

 

 

Item 4.

Mine Safety Disclosures

 

21

 

 

 

 

Item 5.

Other Information

 

21

 

 

 

 

Item 6.

Exhibits

 

22

 

 

 

 

SIGNATURES

 

23

 

  

  

 
3

 

   

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

   

 

Page

 

Condensed Consolidated Balance Sheets as of October 31, 2019 and July 31, 2019 (Unaudited)

 

F-1

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended October 31, 2019 and 2018 (Unaudited)

 

F-2

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended October 31, 2019 and 2018 (Unaudited)

F-3

 

Condensed Consolidated Statements of Cash Flows for the Three Months Ended October 31, 2019 and 2018 (Unaudited)

 

F-5

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

F-6

 

 
4

 

  

Toga Limited

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

 

 October 31,

 

 

 July 31,

 

 

 

2019

 

 

2019

 

 

 

(Restated)

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 12,902,002

 

 

$ 14,916,556

 

Accounts receivable, net

 

 

93,976

 

 

 

89,056

 

Accounts receivable, net – related party

 

 

20,000

 

 

 

205,210

 

Prepaid expense and other current assets

 

 

3,244,354

 

 

 

3,747,648

 

Inventories

 

 

972,364

 

 

 

162,985

 

Total Current Assets

 

 

17,232,696

 

 

 

19,121,455

 

 

 

 

 

 

 

 

 

 

Operating lease right-of-use assets

 

 

333,798

 

 

 

-

 

Property and equipment

 

 

4,444,834

 

 

 

4,421,252

 

Intangible asset - goodwill

 

 

11,718

 

 

 

11,718

 

TOTAL ASSETS

 

$ 22,023,046

 

 

$ 23,554,425

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 5,274,989

 

 

$ 4,221,413

 

Due to related parties

 

 

63,608

 

 

 

1,083

 

Notes due to related parties

 

 

24,126

 

 

 

24,126

 

Deferred revenue

 

 

5,275,748

 

 

 

4,741,945

 

Income tax payable

 

 

85,053

 

 

 

52,641

 

Operating lease liabilities - current portion

 

 

111,503

 

 

 

-

 

Total Current Liabilities

 

 

10,835,027

 

 

 

9,041,208

 

 

 

 

 

 

 

 

 

 

Operating lease liabilities

 

 

222,295

 

 

 

-

 

Deferred tax liabilities

 

 

8,471

 

 

 

8,574

 

Total Liabilities

 

 

11,065,793

 

 

 

9,049,782

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 90,758,279 and 90,762,893 shares issued and outstanding as of October 31, 2019 and July 31, 2019, respectively

 

 

9,076

 

 

 

9,076

 

Common stock subscribed; 30,000,000 common shares, $0.0001 par value

 

 

(3,000 )

 

 

(3,000 )

Additional paid-in capital

 

 

39,037,472

 

 

 

38,993,002

 

Accumulated deficit

 

 

(28,171,791 )

 

 

(24,622,041 )

Accumulated other comprehensive loss

 

 

28,751

 

 

 

69,238

 

Total Stockholders’ equity of Toga Ltd.

 

 

10,900,508

 

 

 

14,446,275

 

Non-controlling interest

 

 

56,745

 

 

 

58,368

 

Total Stockholders’ Equity

 

 

10,957,253

 

 

 

14,504,643

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 22,023,046

 

 

$ 23,554,425

 

 

See accompanying notes to the unaudited condensed consolidated financial statements

 

 
F-1

Table of Contents

  

Toga Limited

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

 

 

Three months ended

 

 

 

October 31,

 

 

 

2019

 

 

2018

 

 

 

(Restated)

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

2,997,321

 

 

$

407,610

 

Revenue – related party

 

 

219,709

 

 

 

335,143

 

Cost of goods sold

 

 

(1,741,800

)

 

 

(117,499

Gross profit

 

 

1,475,230

 

 

 

625,254

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

3,726,046

 

 

 

238,306

 

Salaries and wages

 

 

840,218

 

 

 

400,407

 

Professional fees

 

 

475,115

 

 

 

311,619

 

Depreciation

 

 

50,803

 

 

 

10,524

 

Total Operating Expenses

 

 

5,092,182

 

 

 

960,856

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(3,616,952 )

 

 

(335,602 )

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

Other income

 

 

48,479

 

 

 

-

 

Interest income

 

 

17,886

 

 

 

174

 

Interest expense

 

 

(385 )

 

 

(35 )

Total Other Income (Expense)

 

 

65,980

 

 

 

139

 

 

 

 

 

 

 

 

 

 

Loss before Income Taxes

 

 

(3,550,972 )

 

 

(335,463 )

 

 

 

 

 

 

 

 

 

Income Tax Provision

 

 

(401 )

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$ (3,551,373 )

 

$ (335,463 )

Net loss attributable to non-controlling interest

 

 

1,623

 

 

-

 

Net loss attributable to Toga ltd.

 

$ (3,549,750 )

 

$ (335,463 )

 

 

 

 

 

 

 

 

 

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(40,487 )

 

 

(27,507 )

TOTAL COMPREHENSIVE LOSS

 

$ (3,591,860 )

 

$ (362,970 )

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET LOSS PER COMMON SHARE:

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

90,759,165

 

 

 

71,695,762

 

NET LOSS PER COMMON SHARE

 

$ (0.04 )

 

$ (0.00 )

 

See accompanying notes to the unaudited condensed consolidated financial statements

 

 
F-2

Table of Contents

  

Toga Limited

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended October 31, 2019

(Unaudited)

(Restated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Common Stock

 

 

 

 

Additional

 

 

 

 

Other

 

 

Non-

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Subscription

Receivable

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Comprehensive

Income (Loss)

 

 

controlling

Interest

 

 

Stockholders’

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - July 31, 2019

 

 

90,762,893

 

 

$ 9,076

 

 

$ (3,000 )

 

$ 38,993,002

 

 

$ (24,622,041 )

 

$ 69,238

 

 

$ 58,368

 

 

$ 14,504,643

 

Cancellation of common shares

 

 

(24,614 )

 

 

(2 )

 

 

-

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Reissuance of previously cancelled shares

 

 

20,000

 

 

 

2

 

 

 

-

 

 

 

(2 )

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of stock options

 

 

-

 

 

 

-

 

 

 

-

 

 

 

44,470

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

44,470

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(40,487 )

 

 

-

 

 

 

(40,487 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,549,750

)

 

 

-

 

 

 

(1,623 )

 

 

(3,551,373

)

Balance - October 31, 2019

 

 

90,758,279

 

 

$ 9,076

 

 

$ (3,000 )

 

$ 39,037,472

 

 

$

(28,171,791

)

 

$ 28,751

 

 

$ 56,745

 

 

$

10,957,253

 

 

See accompanying notes to the unaudited condensed consolidated financial statements

 

 
F-3

Table of Contents

   

Toga Limited

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the three months ended October 31, 2018

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

Common Stock

 

 

 

 

Additional

 

 

 

 

Other

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Subscription

Receivable

 

 

Paid-in

Capital

 

 

Accumulated

Deficit

 

 

Comprehensive

Loss

 

 

Stockholders’

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - July 31, 2018

 

 

69,586,517

 

 

$ 6,959

 

 

$ (3,000 )

 

$ 16,942,861

 

 

$ (14,351,459 )

 

$ (53,996 )

 

$ 2,541,365

 

Issuance of common shares for cash

 

 

6,270,762

 

 

 

627

 

 

 

-

 

 

 

1,253,524

 

 

 

-

 

 

 

-

 

 

 

1,254,151

 

Cancellation of common shares

 

 

(20,000 )

 

 

(2 )

 

 

-

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

-

 

Other comprehensive loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(27,507 )

 

 

(27,507 )

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(335,463 )

 

 

-

 

 

 

(335,463 )

Balance - October 31, 2018

 

 

75,837,279

 

 

$ 7,584

 

 

$ (3,000 )

 

$ 18,196,387

 

 

$ (14,686,922 )

 

$ (81,503 )

 

$ 3,432,546

 

   

See accompanying notes to the unaudited condensed consolidated financial statements

 

 
F-4

Table of Contents

 

Toga Limited

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Three months ended

 

 

 

October 31,

 

 

 

2019

 

 

2018

 

 

 

(Restated)

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(3,551,373

)

 

$ (335,463 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

50,803

 

 

 

10,524

 

Stock based compensation

 

 

44,470

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

180,290

 

 

 

71,915

 

Inventories

 

 

(809,379 )

 

 

-

 

Prepaid expenses and other current assets

 

 

503,294

 

 

(143,040 )

Accounts payable and accrued liabilities

 

 

1,053,576

 

 

 

59,537

 

Deferred revenue

 

 

533,803

 

 

 

(20,500 )

Income tax payable

 

 

32,309

 

 

 

-

 

Net cash used in operating activities

 

 

(1,962,207 )

 

 

(357,027 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(77,769 )

 

 

(20,566 )

Net cash used in investing activities

 

 

(77,769 )

 

 

(20,566 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

-

 

 

 

1,254,151

 

Proceeds from related parties

 

 

66,992

 

 

 

38,225

 

Repayment to related party

 

 

(4,467 )

 

 

(42,438 )

Net cash provided by financing activities

 

 

62,525

 

 

 

1,249,938

 

 

 

 

 

 

 

 

 

 

Effects on changes in foreign exchange rate

 

 

(37,103 )

 

 

51,703

 

 

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

(2,014,554 )

 

 

924,048

 

Cash and cash equivalents - beginning of period

 

 

14,916,556

 

 

 

1,064,672

 

Cash and cash equivalents - end of period

 

$ 12,902,002

 

 

$ 1,988,720

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$ -

 

 

$ -

 

Cash paid for income taxes

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activity:

 

 

 

 

 

 

 

 

Cancellation of Common Stock

 

$ 2

 

 

$ 20

 

Reissuance of previously cancelled Common Stock

 

$ 2

 

 

$ -

 

Operating lease right-of-use assets

 

$ 333,798

 

 

$ -

 

 

See accompanying notes to the unaudited condensed consolidated financial statements

 

 
F-5

Table of Contents

 

Toga Limited

Notes to the Condensed Consolidated Financial Statements

October 31, 2019

(Unaudited)

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Business description

 

On June 30, 2016, Blink Couture, Inc. entered into a merger agreement with its wholly-owned subsidiary, Toga Limited (the “Company”), a Delaware corporation with no material operations. The Company continued operations under the name Toga Limited.

 

Blink Couture, Inc. was originally incorporated as Fashionfreakz International Inc. on October 23, 2003, under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture, Inc. Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothing and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. On June 13, 2016, a change of control of the Company occurred. On that date, the current president and Chief Executive Officer purchased a total of 13,869,150 of the issued and outstanding shares of the Company.

 

On June 10, 2017, the Board of Directors unanimously adopted resolutions authorizing the increase of the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to ten billion (10,000,000,000) shares and increased the number of the Company’s total issued and outstanding shares of common stock by conducting a forward split at the rate of fifty (50) shares for every one (1) share (50:1) currently issued and outstanding (“Forward Split”). The Forward Split became effective in the market on September 11, 2017 following approval by FINRA.

 

In July 2018, we changed our state of incorporation to the State of Nevada.

 

The Company incorporated a wholly-owned subsidiary, TOGL Technology Sdn. Bhd. (“TOGL Technology”) in Malaysia on September 26, 2017.

  

The Company incorporated a wholly-owned subsidiary, PT. Toga International Indonesia (“PT Toga”) in Indonesia on November 23, 2017.

 

On May 28, 2018, the Company’s wholly-owned subsidiary TOGL Technology formed a branch office in Taiwan.

 

The Company’s wholly-owned subsidiary TOGL Technology formed a wholly-owned subsidiary Toga Vietnam Company Limited (“Toga Vietnam”) in Vietnam on January 15, 2019, acquired 100% shares of WGS Discovery Tours & Travel in Malaysia on June 24, 2019 and acquired 67% of the shares in PT TOGL Technology Indonesia in Indonesia on May 24, 2019.

 

On May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from ten billion (10,000,000,000) shares to one billion (1,000,000,000) shares and decreasing its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held (“10-1 Reverse Split”). The Company’s Board of Directors approved this amendment on April 24, 2019.

 

On May 17, 2019, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the 10-1 Reverse-Split and share decrease be effected in the market. The 10-1 Reverse Split was effectuated on June 5, 2019.  All share and per share information contained herein reflected the effect of the reverse stock split.

 

 
F-6

Table of Contents

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation (Restated)

 

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the consolidated financial statements not misleading have been included. The balance sheet at July 31, 2019, has been derived from the Company’s audited consolidated financial statements as of that date.

 

The unaudited consolidated condensed financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K/A for the year ended July 31, 2019, that was filed with the SEC on February 8, 2021. The results of operations for the three months ended October 31, 2019 are not necessarily indicative of the results to be expected for the full year.

 

Basis of Consolidation

 

These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology Sdn. Bhd., and PT Toga. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan branch and Vietnam subsidiary.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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 financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase.

 

Basic and Diluted Earnings per Share

 

Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses.

 

As of October 31, 2019, the Company has potentially 123,662 dilutive securities from outstanding stock options, which were excluded from the computation of diluted net loss per common share as the result of the computation was anti-dilutive.

 

 
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Software Development

 

The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of October 31, 2019, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization.

 

Inventories

 

Inventories are stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.

 

No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.

 

As of October 31, 2019, and July 31, 2019, the Company had inventories consisting of finished goods of $972,364 and $162,985, respectively.

 

Leases

 

The Company adopted ASC 842 for the recognition of operating leases on office premises commencing from the three months ended October 31, 2019. Under ASC 842, the Company recognizes on the balance sheet the assets and liabilities for the right and obligations from the operating leases.

 

Equipment and Furniture

 

Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:

 

Building

20 years

Renovation

1 to 5 years

Fixtures and Furniture

4 to 5 years

Tools and Equipment

4 to 5 years

Vehicles

3 to 5 years

Computer Equipment

4 to 5 years

 

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

 

The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the three months ended October 31, 2019 and 2018, no impairment losses have been identified.

 

Goodwill and Other Intangible Assets

 

We account for goodwill and intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

 

 
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On June 24, 2019, the Company’s wholly-owned subsidiary TOGL Technology acquired 100% shares of WGS Discovery Tours & Travel in Malaysia, which generated goodwill of $11,718. The Company has accounted for transaction in accordance with ASC 805 “Business Combinations.”

 

Based on the Company’s analysis of goodwill as of October 31, 2019, no indicators of impairment exist. No impairment loss on goodwill was recognized for the three months ended October 31, 2019 and 2018.

 

Foreign Currency Translations

 

The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian Ringgit. All transactions initiated in Malaysian Ringgit (“MYR”), New Taiwan dollar (“NTD”) and Vietnamese dong (“VND”), and Indonesian rupiah (“IDR”) are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” as follows:

 

 

1)

Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.

 

2)

Equity at historical rates.

 

3)

Revenue and expense items at the average rate of exchange prevailing during the period.

 

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

 

 

 

Three

Months

Ended

 

 

Year

Ended

 

 

Three

Months

Ended

 

 

 

October 31,

 

 

July 31,

 

 

October 31,

 

 

 

2019

 

 

2019

 

 

2018

 

Spot MYR: USD exchange rate

 

$ 0.2393

 

 

$ 0.2422

 

 

$ 0.2389

 

Average MYR: USD exchange rate

 

$ 0.2388

 

 

$ 0.2421

 

 

$ 0.2420

 

Spot NTD: USD exchange rate

 

$ 0.0328

 

 

$ 0.0321

 

 

$ 0.0323

 

Average NTD: USD exchange rate

 

$ 0.0322

 

 

$ 0.0323

 

 

$ 0.0325

 

Spot IDR: USD exchange rate

 

$ 0.000071

 

 

$ 0.000071

 

 

$ 0.000066

 

Average IDR: USD exchange rate

 

$ 0.000071

 

 

$ 0.000069

 

 

$ 0.000067

 

Spot VND: USD exchange rate

 

$ 0.000043

 

 

$ 0.000043

 

 

$ n/a

 

Average VND: USD exchange rate

 

$ 0.000043

 

 

$ 0.000043

 

 

$ n/a

 

 

Stock-based Compensation

 

We account for stock-based awards at fair value on the date of grant and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised.

 

 
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Stock-based compensation incurred for the three months ended October 31, 2019 and 2018, respectively, are summarized as follows:

 

 

 

Three Months Ended

 

 

 

October 31,

 

 

 

2019

 

 

2018

 

Vesting of stock options issued to directors and officers

 

$ 44,470

 

 

$ -

 

Total

 

$ 44,470

 

 

$ -

 

 

Fair Value

 

FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

 

ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:

 

Level 1Quoted market prices for identical assets or liabilities in active markets or observable inputs;

 

Level 2Significant other observable inputs that can be corroborated by observable market data; and

 

Level 3Significant unobservable inputs that cannot be corroborated by observable market data.

 

The carrying amounts of cash, accounts payable and other liabilities and accrued interest payable fair value because of the short-term nature of these items.

 

Related Party Balances and Transactions

 

The Company follows FASB ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transaction. (See Note 4)

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.

 

 
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Revenue Recognition (Restated)

 

In accordance with ASC 606 – Revenue from Contracts with Customers, the Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

 

Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation.

 

When the Company enters into a contract, the Company analyzes the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.

 

The Company recognizes revenue in accordance with ASC 606 as defined above. During the three months ended October 31, 2019 and 2018, the Company derived its revenues from the following:

 

(1) The sale of products through a direct marketing network (approximately $2.2 million and $231,000 for three months ended October 31, 2019 and 2018, respectively). Invoices are prepared for all sales of products through a direct marketing network. In accordance with ASC 606, revenues related to direct marketing network sales are recognized when:

 

 

·

The invoice has been generated and provided to the customer.

 

·

The performance obligations of delivery of products are stated in the invoice.

 

·

The transaction price has been identified in the invoice.

 

·

The Company has allocated the transaction price to performance obligation in the invoice.

 

·

The Company has shipped out the product and, therefore, satisfied the performance obligation.

 

(2) The in-app purchases through the Company’s mobile application called “Yippi” or the “Yippi App” (approximately $935,000 and $0 for the three months ended October 31, 2019 and 2018, respectively). In accordance with ASC 606, revenue related to in-app purchases are recognized when:

 

 

·

An invoice or receipt is generated upon the in-app purchase.

 

·

The performance obligations of the delivery of in-app purchases are stated or implied on the purchase portal.

 

·

The transaction price has been identified in the in-app purchase.

 

·

The Company has allocated the transaction price to the implied performance obligation. In regards to in-apps purchases, there is a lag in between the time where a customer makes in-apps purchase and the time that the customer spends the in-app purchase and/or points.

 

·

The Company has provided the in-app purchase to the end user. When the end-user utilizes the in-apps purchase and/or points, revenue is recognized at that point in time only to the extent of the in-app point usage. All in-app purchases that have not been utilized by the end-user are recorded as deferred revenue until the point in which they are utilized by the end-user, at which time they will be recorded as revenue.

 

(3) The hotel and flight feature (“TogaGo”) in the Yippi App (approximately $500 and $0 for three months ended October 31, 2019 and 2018, respectively). In accordance with ASC 606, revenue related to the TogaGo platform purchases are recognized when:

 

 

·

The invoice or receipt is generated upon a purchase on the TogaGo platform.

 

·

The performance obligations of the delivery of products and services are stated or implied on the purchase portal.

 

·

The transaction price has been identified in the TogaGo platform purchase.

 

·

The Company has allocated the transaction price to the implied performance obligation.

 

·

The Company has received confirmation from the third-party that it has booked the TogaGo platform purchase and, thus; the Company has satisfied the performance obligation.

 

(4) Royalty fees ($60,000 and $60,000 for three months ended October 31, 2019 and 2018, respectively). In accordance with ASC 606, related to royalty/licensing fees are recognized when:

 

 

·

The contract has been signed by both parties for licensing and/or royalty fees.

 

·

The performance obligations are stated or implied in the contract.

 

·

The transaction price has been identified in the contract.

 

·

The Company has allocated the transaction price to the performance obligations pursuant to the contract.

 

·

The Company has provided the licensing to the end user and, therefore, satisfied the performance obligation.

 

(5) Advertising revenue (approximately $45,000 and $80,000 for three months ended October 31, 2019 and 2018, respectively). In accordance with ASC 606, related to in-app advertising are recognized when:

 

 

·

The contract has been signed by both parties for advertising to be provided within the Yippi App.

 

·

The performance obligations of the delivery of the in-app advertising are implied in the contract.

 

·

The transaction price has been identified in the contract.

 

·

The Company has allocated the transaction price to the advertising performance obligations pursuant to the contract.

 

·

The Company has provided in-app advertising in accordance with the contract and, therefore, has satisfied the performance obligation.

 

The Company analyses whether gross sales, or net sales should be recorded. Since the Company has control over establishing price, and has control over the related costs with earning revenues, it has recorded all revenues at the gross price.

 

 
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For the period ended October 31, 2019, deferred revenue was related to Yippi in-app purchases and sales of product.

 

Deferred Revenue from Yippi In-App Purchases

 

The Company has created in-app points to use within the Yippi App. These in-app points are called Yipps. Once purchased by a user, Yipps can be used in a variety of different ways within the Yippi App. Yipps can be used to gift or tip other users, or to purchase merchandise and services from vendors.

 

Yipps points are purchased in cash. When these points are initially purchased (but not yet used), they are recognized as deferred revenue. When these points are later used within the Yippi App (for purchases, tipping, gifting, etc.), the revenue is recognized.

 

The Company monitors the following in order to validate the deferred revenue balances and revenue recognized during the period in relation in to the in-apps purchases:

 

 

·

purchase price and quantity of the Yipps points to be utilized in the Yippi App;

 

·

usage of the Yipps points over the reporting period (in order to record revenue); and

 

·

reconciliation between the used and unused points at the end of each reporting period.

 

The increase in deferred revenue for the three months ended October 31, 2019 is due to an increase from product sales not yet shipped and in the amount of Yipps credits that were purchased (but remained unused) compared to the amount of Yipps credits that were used during that period and, therefore, recognized as revenue during the period. Thus, the total amount of unused Yipps increased during the period.

 

Please refer to the Revenue Recognition policy above with respect to revenue recognition of in-app purchases and Yipps points.

 

Upon use or redemption of the Yipps inside of the Yippi app, the Company pays the price set by the third-party supplier of the desired product or service (approximately 70% of the total cost of the item) and retains the balance as a commission (approximately 30% of the total cost of the item). The exception to this commission breakdown is when Yipps are used to redeem products and services in the Company’s TogaGo travel platform, where the Company currently takes a much lower commission to keep advertised prices low and encourages the use of the TogaGo platform (the Company’s commission is approximately 3-5% of the total cost of the product or service purchased). At the time the Yipps are used and the revenue is recognized, the amount that is paid to third-party suppliers of the goods or services is recorded by the Company as the cost of goods sold.

 

Yipps do not have an expiration date, and this is a relatively new revenue source for the Company (deferred revenue from Yipps was first recorded in May 2019). On an ongoing basis as Yipps are purchased and used in-app, the Company expects to recognize all of the deferred revenue from a Yipps purchase as revenue within 12 months of the original purchase of such Yipps. The Company’s estimate is qualified by the limited data of historical usage.

 

Prepaid Commission

 

In connection with the sale of our Eostre branded products, we pay a commission to our independent agents. The commission is payable upon the sale of the products, not upon shipment of the products. The Company books the commission at the time of sale to a prepaid Commission account, included in prepaid expense and other current assets, and offsets this amount by booking a payable to the independent agent. At the time the product is shipped, and the obligation is fulfilled, the Company then recognizes commission expense out of the prepaid commission account. As of October 31, 2019, and July 31, 2019, the Company recorded in prepaid expense and other current assets $1,642,632 and $2,503,269, respectively, for prepaid commissions.

 

Concentration of Revenue by Customer

 

During three months ended October 31, 2019, the Company’s concentration of revenue for individual customers above 10% are as follows:

 

Shen Zhen Shi Ding Shang:

 

 

19

%

Agel Enterprise International Sdn Bhd:

 

 

11

%

Others:

 

 

70

%

 

During three months ended October 31, 2018, the Company’s concentration of revenue for individual customers above 10% are as follows:

 

 

Agel Enterprise International Sdn Bhd: 45%

 

Others: 55%

 

 
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Concentration of Revenue by Country:

 

Three months ended October 31, 2019:

 

 

-

Malaysia (TOGL Technology Sdn. Bhd): 40%

 

-

Indonesia (PT. Toga International Indonesia): 58%

 

-

United States (Toga Limited): 2%

 

Three months ended October 31, 2018:

 

 

-

Malaysia (TOGL Technology Sdn. Bhd): 92%

 

-

Indonesia (PT. Toga International Indonesia): 0%

 

-

United States (Toga Limited): 8%

 

The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided.

 

Accounts Receivable

 

The Company’s accounts receivable is primarily related to product sales, Yippi in-app purchase and royalty fees. Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

 

As of October 31, 2019, the Company’s accounts receivable are concentrated 64% with Shen Zhen Shi Ding Shang Internet Tech Co. and 18% with Agel Enterprises International Sdn. Bhd.

 

As of October 31, 2018, the Company’s accounts receivable are concentrated 55% with Agel Enterprise International Sdn Bhd, and 26% with Fuji Avenue Sdn Bhd.

 

As of October 31, 2019, the Company’s accounts receivable are concentrated 82% in Malaysia (TOGL Technology Sdn. Bhd) and 18% in United States (Toga Limited).

 

As of October 31, 2018, the Company’s accounts receivable are concentrated 92% in Malaysia (TOGL Technology Sdn. Bhd), 7% in United States (Toga Limited) and 1% in Indonesia (PT. Toga International Indonesia).

 

Research and Development Expenses

 

We follow ASC 730, “Research and Development,” and expense research and development costs when incurred. Accordingly, third-party research and development costs, including designing, prototyping and testing of product, are expensed when the contracted work has been performed or milestone results have been achieved. Indirect costs are allocated based on percentage usage related to the research and development.

 

Recent Accounting Pronouncements

 

In November 2018, the FASB issued ASU No. 2018-08 “Collaborative Arrangements” (Topic 808) intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606 “Revenue from Contracts with Customers.” The ASU affects all companies that enter into collaborative arrangements. The ASU clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 and changes certain presentation requirements for transactions with a collaborative arrangement participants that are not directly related to sales to third parties. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and therefore does not currently expect the adoption of this standard to have a material effect on its Consolidated Financial Statements. The Company plans to adopt this ASU either on the effective date of January 1, 2020 or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within this ASU.

 

 
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The Company has reviewed and analyzed the above recent accounting pronouncements and notes no material impact on the financial statements as of October 31, 2019.

 

NOTE 3. PROPERTY AND EQUIPMENT

 

As of October 31, 2019 and July 31, 2019, the balance of property and equipment represented consisted of the following:

 

 

 

October 31,

 

 

July 31,

 

 

 

2019

 

 

2019

 

Building

 

$ 3,971,435

 

 

$ 4,019,563

 

Renovation

 

 

232,419

 

 

 

154,120

 

Fixtures and Furniture

 

 

88,703

 

 

 

69,558

 

Tools and Equipment

 

 

121,162

 

 

 

92,493

 

Vehicles

 

 

162,006

 

 

 

163,969

 

Computer Equipment

 

 

28,003

 

 

 

26,256

 

Total Property and Equipment

 

 

4,603,728

 

 

 

4,525,959

 

Accumulated depreciation

 

 

(158,894 )

 

 

(104,707 )

Total Property and Equipment, net

 

$ 4,444,834

 

 

$ 4,421,252

 

 

Depreciation expense for the three months ended October 31, 2019 and 2018 was $50,803 and $10,524, respectively.

 

During the three months ended October 31, 2019 and 2018, the Company acquired property and equipment of $77,769 and $20,566, respectively.

 

NOTE 4. RELATED PARTY TRANSACTIONS

 

Revenue and accounts receivable

 

During the three months ended October 31, 2019 and 2018, the Company recorded revenue of $219,709 and $335,143 from Agel, respectively. As of October 31, 2019 and July 31, 2019, the Company recorded accounts receivable from Agel of $20,000 and $205,210, respectively.

 

Notes due to related parties

 

On May 31, 2016, all outstanding related party advances were paid by a current director of the Company. The Company has outstanding notes payable to a related party, a director of the Company, of $24,126 and $24,126 as of October 31, 2019 and July 31, 2019, respectively. The amount is non-interest bearing, unsecured and due on demand.

 

Due to related parties

 

During the three months ended October 31, 2019 and 2018, the Company borrowed a total amount of $52 and $0 from a related party, Toga Capital, and repaid $332 and $42,438, respectively.

 

During the three months ended October 31, 2019 and 2018, total expenses paid directly by a related party, Toga Capital, on behalf of the Company were $0 and $38,225, respectively.

 

During the three months ended October 31, 2019 and 2018, the Company received advancement for a total amount of $66,670 and $0, respectively and repaid $4,135 and $0, respectively, from the Chief Executive Officer of the Company. The amount is non-interest bearing, unsecured and due on demand.

 

During the three months ended October 31, 2019 and 2018, the Company purchased property and equipment of $0 and $20,566 from related parties, Toga Capital, respectively.

 

As at October 31, 2019 and July 31, 2019, $63,608 and $1,083 is due to related parties. The amount is non-interest bearing, unsecured and due on demand.

 

 
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Related party compensation

 

During the three months ended October 31, 2019 and 2018, the Company incurred director’s fees of $10,000 and $0, respectively, to directors of the Company.

 

During the three months ended October 31, 2019 and 2018, the Company incurred wages of $45,000 and $0, respectively, to the CFO of the Company.

 

During the three months ended October 31, 2019 and 2018, the Company granted 3,662 and 0 stock options to Directors and CFO, valued at $44,470 and $0, respectively (See Note 5).

 

NOTE 5. EQUITY

 

Amendment to Articles of Incorporation and reverse stock split

 

On May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from 10,000,000,000 shares to 1,000,000,000 shares and decreasing its issued and outstanding shares of common stock at a ratio of 10 shares for every 1 share held (“10-1 Reverse Split”) (see Note 1). All share and per share information in these consolidated financial statements retroactively reflect this stock distribution.

 

Preferred stock

 

The Company is authorized to issue 20,000,000 shares of preferred stock at a par value of $0.0001.

 

As of October 31, 2019 and July 31, 2019, no preferred shares were issued and outstanding.

 

Common stock

 

The Company is authorized to issue 1,000,000,000 shares of common stock at a par value of $0.0001 at October 31, 2019.

 

During the three months ended October 31, 2019, the Company issued 20,000 shares and cancelled 24,614 of common stock, as follows:

 

 

On September 9, 2019, the Company issued 20,000 shares of common stock to Agel, who is a related party. The shares of common stock had previously been paid for.

 

 

 

 

During the three months ended October 31, 2019, the Company cancelled 24,614 shares of common stock in connection with [l] overissuance of common shares to employees by mistake in June 2019 .

 

 

 

During the year ended July 31, 2019, the Company issued 21,196,376 shares of common stock, as follows:

 

 

 

 

10,490,362 shares of common stock for cash of $2,098,073 to Agel, who is a related party, at a price of $0.20 per share.

 

 

9,078,998 shares of common stock issued for $4,878,440 of digital currency.

 

1,156,539 shares of common stock issued valued at $10,015,674 for employee compensation.

 

470,477 shares of common stock issued for the acquisition of real properties valued at $3,999,054.

   

On October 29, 2018, a shareholder of the Company canceled 20,000 shares of common stock without consideration for such cancelation.

 

As of October 31, 2019 and July 31, 2019, 90,758,279 and 90,762,893 shares of the Company’s common stock were issued and outstanding, respectively.

 

 
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Stock Options

 

During the three months ended October 31, 2019, the Company granted 3,662 options to the CFO at an exercise price of $0.20 and were valued at the fair value calculated using the Black-Scholes-Merton model. The value of the options was $44,470 and recorded as stock based compensation. The options are subject to a vesting schedule of ⅓ of the options vesting every thirty (30) days.

 

During the year ended July 31, 2019, the Company granted 120,000 options to the CFO. 60,000 of those options had an exercise price of $0.20 and 60,000 options at an exercise price of $0.40, and were valued at the fair value calculated using the Black-Scholes-Merton model. During the year ended July 31, 2019, the stock options were fully vested . The value of the options was $1,061,017 and recorded as stock based compensation. The options are subject to a vesting schedule of ⅓ of the options vesting every thirty (30) days.

 

The following assumptions were used to determine the fair value for the options granted using a Black-Scholes-Merton pricing model during the three months ended October 31, 2019:

 

 

 

For the

three months

ended

October 31,

2019

 

Fair values

 

$ 12.30

 

Exercise price

 

$ 0.20

 

Expected term at issuance

 

2 years

 

Expected average volatility

 

 

169.92 %

Expected dividend yield

 

 

 

Risk-free interest rate

 

 

1.73 %

 

A summary of the change in stock options outstanding for the three months ended October 31, 2019 and year ended July 31, 2019 is as follows:

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

Weighted

 

 

Weighted

 

 

Remaining

 

 

 

 

 

Average

 

 

Average

 

 

Contractual

 

 

 

Options

 

 

Exercise

 

 

Grant Date

 

 

Life

 

 

 

Outstanding

 

 

Price

 

 

Fair Value

 

 

(Years)

 

Balance – July 31 2018

 

 

-

 

 

$ -

 

 

$ -

 

 

$ -

 

Options issued

 

 

120,000

 

 

 

0.30

 

 

 

8.84

 

 

 

1.63

 

Options expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Options exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance – July 31, 2019

 

 

120,000

 

 

$ 0.30

 

 

$ 8.84

 

 

$ 1.63

 

Options issued

 

 

3,662

 

 

 

0.20

 

 

 

12.30

 

 

 

1.75

 

Options expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Options exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance – October 31, 2019

 

 

123,662

 

 

$ 0.30

 

 

$ 9.01

 

 

$ 1.39

 

 

 
F-16

Table of Contents

 

NOTE 6. SEGMENT DISCLOSURE (RESTATED)

 

The following table shows operating activities information by geographic segment for the three months ended October 31, 2019 and 2018:

 

Three Months Ended October 31, 2019

  

 

 

USA

 

 

Malaysia

 

 

Taiwan

 

 

Vietnam

 

 

Indonesia

 

 

Total

 

Revenue

 

$ 60,000

 

 

$ 975,567

 

 

$ 308,023

 

 

$ -

 

 

$ 1,873,440

 

 

$ 3,217,030

 

Cost of goods sold

 

 

-

 

 

 

1,680,491

 

 

 

40,684

 

 

 

-

 

 

 

20,625

 

 

 

1,741,800

 

Gross profit

 

 

60,000

 

 

 

(704,924 )

 

 

267,339

 

 

 

-

 

 

 

1,852,215

 

 

 

1,475,230

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, General and administrative expenses

 

 

97,270

 

 

 

680,817

 

 

 

539,933

 

 

 

4,378

 

 

 

2,403,648

 

 

 

3,726,046

 

Salaries and wages

 

 

99,470

 

 

 

674,659

 

 

 

12,154

 

 

 

3,135

 

 

 

50,800

 

 

 

840,218

 

Professional fees

 

 

331,558

 

 

 

34,223

 

 

 

322

 

 

 

449

 

 

 

108,563

 

 

 

475,115

 

Depreciation

 

 

1,256

 

 

 

41,576

 

 

 

1,777

 

 

 

-

 

 

 

6,194

 

 

 

50,803

 

Total Operating Expenses

 

 

529,554

 

 

 

1,431,275

 

 

 

554,186

 

 

 

7,962

 

 

 

2,569,205

 

 

 

5,092,182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(469,554 )

 

 

(2,136,199 )

 

 

(286,847 )

 

 

(7,962 )

 

 

(716,390 )

 

 

(3,616,952 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

2,382

 

 

 

24,025

 

 

 

-

 

 

 

27

 

 

 

39,546

 

 

 

65,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$ (467,172 )

 

$ (2,112,575 )

 

$ (286,847 )

 

$ (7,935 )

 

$ (676,844 )

 

$ (3,551,373 )

  

During the three months ended October 31, 2019, our Indonesian entities generated sale of products through a direct marketing network of approximately $1.9 million.

 

During the three months ended October 31, 2019, our Malaysian entities generated advertising revenue from Yippi of approximately $976,000.

 

During the three months ended October 31, 2019, our Taiwan entity generated revenue through the direct marketing network sales of approximately $308,000.

 

During the three months ended October 31, 2019, our USA parent company recognized management fee revenue of approximately $60,000 from Agel Enterprise International Sdn Bhd.

 

During the three months ended October 31, 2019, our Malaysian entities incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions.

 

 
F-17

Table of Contents

  

Three Months Ended October 31, 2018

 

 

 

USA

 

 

Malaysia

 

 

Taiwan

 

 

Indonesia

 

 

Total

 

Revenue

 

$ 60,000

 

 

$ 451,303

 

 

$ 231,450

 

 

$ -

 

 

$ 742,753

 

Cost of goods sold

 

 

-

 

 

 

97,261

 

 

 

20,238

 

 

 

-

 

 

 

117,499

 

Gross profit

 

 

60,000

 

 

 

354,042

 

 

 

211,212

 

 

 

-

 

 

 

625,254

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, General and administrative expenses

 

 

45,057

 

 

 

59,027

 

 

 

106,220

 

 

 

28,002

 

 

 

238,306

 

Salaries and wages

 

 

-

 

 

 

218,633

 

 

 

168,936

 

 

 

12,838

 

 

 

400,407

 

Professional fees

 

 

283,590

 

 

 

26,140

 

 

 

1,418

 

 

 

471

 

 

 

311,619

 

Depreciation

 

 

-

 

 

 

6,149

 

 

 

1,564

 

 

 

2,811

 

 

 

10,524

 

Total Operating Expenses

 

 

328,647

 

 

 

309,949

 

 

 

278,138

 

 

 

44,122

 

 

 

960,856

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(268,647 )

 

 

44,093

 

 

 

(66,926 )

 

 

(44,122 )

 

 

(335,602 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

139

 

 

 

139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$ (268,647 )

 

$ 44,093

 

 

$ (66,926 )

 

$ (43,983 )

 

$ (335,463 )

 

During the three months ended October 31, 2018, our Malaysian entities generated advertising revenue of approximately $80,000, information technology fee revenue of approximately $48,000 and management fee revenue from Agel Enterprise International Sdn Bhd. of approximately $324,000.

 

During the three months ended October 31, 2018, our Taiwan entity generated revenue through the direct marketing network sales of approximately $231,000.

 

During the three months ended October 31, 2018, our USA parent company recognized management fee revenue of $60,000 from Agel Enterprise International Sdn Bhd.

 

During the three months ended October 31, 2018, our Malaysian entity and USA parent company incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions.

 

The following table shows assets information by geographic segment at October 31, 2019:

 

As of October 31, 2019

 

USA

 

 

Malaysia

 

 

Taiwan

 

 

Vietnam

 

 

Indonesia

 

 

Total

 

Current assets

 

$ 9,330,627

 

 

$ 752,375

 

 

$ 723,562

 

 

$ 31,776

 

 

$ 6,394,356

 

 

$ 17,232,696

 

Operating lease right-of-use assets

 

 

92,565

 

 

 

22,290

 

 

 

13,888

 

 

 

9,295

 

 

 

195,760

 

 

 

333,798

 

Property and equipment

 

 

30,284

 

 

 

4,294,557

 

 

 

16,840

 

 

 

-

 

 

 

103,153

 

 

 

4,444,834

 

Intangible assets

 

 

-

 

 

 

11,718

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,718

 

Total assets

 

$ 9,453,476

 

 

$ 5,080,940

 

 

$ 754,290

 

 

$ 41,071

 

 

$ 6,693,269

 

 

$ 22,023,046

 

 

As of October 31, 2019, our USA parent company has current assets of $9.3 million, which primarily includes cash and cash equivalents of $9.2 million.

 

As of October 31, 2019, our Malaysian entities have current assets of $752,000, which primarily includes cash and cash equivalents of $109,000, prepaid expenses of $155,000 and accounts receivable of $481,000.

 

As of October 31, 2019, our Malaysian entities have property and equipment of $4.3 million, including land and building of $3.9 million, automobile of $140,000, leasehold improvement of $104,000 and furniture and equipment of $110,000

 

As of October 31, 2019, our Taiwan entity has current assets of $724,000, which primarily includes cash and cash equivalent of $521,000 and inventory of $154,000.

 

 
F-18

Table of Contents

 

As of October 31, 2019, our Indonesian entities have current assets of $6.4 million, which primarily includes cash and cash equivalents of $2.7 million, inventory of $806,000 and prepaid expenses of $2.6 million.

 

As of October 31, 2019, our Indonesian entities have operating lease right-of-use assets of $196,000.

 

The following table shows assets information by geographic segment at July 31, 2019:

 

Year Ended July 31, 2019

 

USA

 

 

Malaysia

 

 

Taiwan

 

 

Vietnam

 

 

Indonesia

 

 

Total

 

Current assets

 

$ 9,618,099

 

 

$ 1,874,078

 

 

$ 1,016,412

 

 

$ 35,531

 

 

$ 6,577,335

 

 

$ 19,121,455

 

Property and equipment

 

 

-

 

 

 

4,357,148

 

 

 

18,251

 

 

 

-

 

 

 

45,853

 

 

 

4,421,252

 

Intangible asset - digital currency

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Intangible asset - goodwill

 

 

-

 

 

 

11,718

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,718

 

Deposit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total assets

 

$ 9,618,099

 

 

$ 6,242,944

 

 

$ 1,034,663

 

 

$ 35,531

 

 

$ 6,623,188

 

 

$ 23,554,425

 

 

As of July 31, 2019, our USA parent company has current assets of $9.6 million, which primarily includes cash and cash equivalents of $9.5 million.

 

As of July 31, 2019, our Malaysian entities have current assets of $1.9 million, which primarily includes cash and cash equivalents of $1.2 million, prepaid expenses of $222,000 and accounts receivable of $194,000.

 

As of July 31, 2019, our Malaysian entities have property and equipment of $4.4 million, including land and building of $4 million, automobile of $151,000, leasehold improvement of $109,000 and tolls and equipment of $64,000.

 

As of July 31, 2019, our Taiwan entity has current assets of $1.0 million, which primarily includes cash and cash equivalent of $820,000 and inventory of $140,000.

 

As of July 31, 2019, our Indonesian entities have current assets of $6.6 million, which primarily includes cash and cash equivalents of $2.8 million, inventory of $507,000 and prepaid expenses of $3.0 million.

 

NOTE 7. LEASES

 

As of October 31, 2019, the Company owns right-of-use assets under operating leases for eight office premises of $333,798 and operating lease liabilities of $333,798.

 

 

 

October 31,

2019

 

Office Lease

 

$ 333,798

 

Less: accumulated amortization

 

 

-

 

Right-of-use, net

 

$ 333,798

 

    

 

 

October 31,

2019

 

Office Lease

 

$ 333,798

 

Less: current portion

 

 

(111,503 )

Long term portion

 

$ 222,295

 

 

 
F-19

Table of Contents

 

 

 

 

 

 

 

As of Oct 31, 2019

 

 

 

 

 

 

 

Right-of-use

 

 

Lease

 

Office Premises

 

Location

 

Term

 

Monthly Rent

 

 

Assets

 

 

Liability

 

TOGA LTD.

 

USA

 

Sep 1 2019 - Aug 31 2020

 

$ 9,383

 

 

$ 92,565

 

 

$ 92,565

 

TOGL TECHNOLOGY SDN BHD

 

Malaysia

 

Aug 1 2018 - Jul 31 2020

 

$ 2,503

 

 

$ 22,291

 

 

$ 22,291

 

TOGL TAIWAN BRANCH

 

Taiwan

 

Jun 10 2018- Jun 9 2020

 

$ 2,030

 

 

$ 13,888

 

 

$ 13,888

 

TOGA VIETNAM

 

Vietnam

 

May 15 2019- May 31 2020

 

$ 1,337

 

 

$ 9,295

 

 

$ 9,295

 

PT TOGL TECHNOLOGY INDONESIA -Menara Mandiri (Cohive) Big room 47

 

Indonesia

 

Sept 16 2019 - Dec 15 2019

 

$ 861

 

 

$ 861

 

 

$ 861

 

PT TOGL TECHNOLOGY INDONESIA -Menara Mandiri Small room 86

 

Indonesia

 

Sept 9 2019- Dec 8 2019

 

$ 373

 

 

$ 373

 

 

$ 373

 

PT TOGA INTERNATIONAL INDONESIA-office 1 (Plaza Asia)

 

Indonesia

 

Feb 1 2019 - Jan 31 2021

 

$ 3,413

 

 

$ 50,441

 

 

$ 50,441

 

PT TOGA INTERNATIONAL INDONESIA-new office 2 (Menara Sudirman)

 

Indonesia

 

Aug 1 2019- July 31 2021

 

$ 7,008

 

 

$ 144,085

 

 

$ 144,085

 

 

 

 

 

 

 

 

 

 

 

$ 333,798

 

 

$ 333,798

 

 

NOTE 8. COMMITMENTS AND CONTINGENCIES (RESTATED)

 

On July 29, 2019, TOGL Technology entered into two Sale and Purchase Agreements (the “Second Mammoth Agreements”) with Mammoth, for the purchase of additional real estate located in the Empire Damansara. The Second Mammoth Agreements relate to the acquisition of an additional 11,614 square feet of space in the Empire Damansara. This additional space is located on the Level Basement 1 and Level Basement 3 of the building. Pursuant to the Second Mammoth Agreements, we entered into a Subscription Agreement with Mammoth dated July 29, 2019 for the purchase of an aggregate of 118,174 shares of our Common Stock for an aggregate purchase price of approximately $1,418,087, valued at $12.00 per share, which was the closing price of the shares on July 29, 2019 as reported by the OTC Markets Group Inc.’s (“OTCM”) Pink Open Market (“OTC Pink”). Mammoth agreed to pay the purchase price in the form of legal title to those certain portions of real estate set forth in the Mammoth Agreements. Legal title has not been passed to us and no shares have been issued pursuant to the Second Mammoth Agreements. We are still awaiting the bank serving as the bridging financier to disclaim its interest in such property in favor of TOGL Technology.

 

NOTE 9 - RESTATEMENT OF FINANCIAL STATEMENTS

 

The Company’s financial statements as of October 31, 2019, contained the following errors: (i) understatement of revenue of $471,044 and general and administrative expense of $860,637 and overstatement of cost of goods sold of $666,562; and (ii) understatement of prepaid commission of $2,353,924 and understatement of deferred revenue of $2,488,649.

 

Certain income statement items have been reclassified to conform to the 2020 fiscal year end presentation. These reclassifications had no impact on reported operating and net loss.

 

The effects of the adjustments on the Company’s previously issued financial statements as of October 31, 2019 and for the three months ended October 31, 2019 are summarized as follows:

 

 

 

Originally

 

 

 

 

 

Restatement

 

 

As

 

ASSETS

 

Reported

 

 

Reclassification

 

 

Adjustment

 

 

Restated

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expense and other current assets

 

$ 890,430

 

 

 

-

 

 

$ 2,353,924

 

 

$ 3,244,354

 

Total Current Assets

 

 

14,878,772

 

 

 

-

 

 

 

2,353,924

 

 

 

17,232,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 19,669,122

 

 

 

-

 

 

$ 2,353,924

 

 

$ 22,023,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred revenue

 

$ 2,787,099

 

 

 

-

 

 

$ 2,488,649

 

 

$ 5,275,748

 

Income tax payable

 

 

93,524

 

 

 

(8,471 )

 

 

-

 

 

 

85,053

 

Total Current Liabilities

 

 

8,354,849

 

 

 

(8,471 )

 

 

2,488,649

 

 

 

10,835,027

 

Deferred tax liabilities

 

 

-

 

 

 

8,471

 

 

 

-

 

 

 

8,471

 

Total Liabilities

 

 

8,577,144

 

 

 

(8,471 )

 

 

2,488,649

 

 

 

11,065,793

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

 

(28,037,066 )

 

 

-

 

 

 

(134,725 )

 

 

(28,171,791 )

Total Stockholders’ equity of Toga Ltd,

 

 

11,035,233

 

 

 

-

 

 

 

(134,725 )

 

 

10,900,508

 

Total Stockholders’ equity

 

 

11,091,978

 

 

 

-

 

 

 

(134,725 )

 

 

10,957,253

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 19,669,122

 

 

 

-

 

 

$ 2,353,924

 

 

$ 22,023,046

 

 

 
F-20

Table of Contents

 

Three Months Ended October 31, 2019

 

Originally

 

 

 

 

 

Restatement

 

 

As

 

 

 

Reported

 

 

Reclassification

 

 

Adjustment

 

 

Restated

 

Revenue

 

$ 2,745,986

 

 

 

-

 

 

$ 471,044

 

 

$ 3,217,030

 

Cost of goods sold

 

 

2,408,362

 

 

 

-

 

 

 

(666,562 )

 

 

1,741,800

 

Gross profit

 

 

337,624

 

 

 

-

 

 

 

1,137,606

 

 

 

1,475,230

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

4,180,742

 

 

 

(1,315,333 )

 

 

860,637

 

 

 

3,726,046

 

Salaries and wages

 

 

-

 

 

 

840,218

 

 

 

-

 

 

 

840,218

 

Professional fees

 

 

-

 

 

 

475,115

 

 

 

-

 

 

 

475,115

 

Total Operating Expenses

 

 

4,231,545

 

 

 

-

 

 

 

860,637

 

 

 

5,092,182

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(3,893,921 )

 

 

-

 

 

 

276,969

 

 

 

(3,616,952 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before Income Taxes

 

 

(3,827,941 )

 

 

-

 

 

 

276,969

 

 

 

(3,550,972 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (3,828,342 )

 

 

-

 

 

$ 276,969

 

 

$ (3,551,373 )

Net loss attributable to non-controlling interest

 

 

(1,623 )

 

 

-

 

 

 

-

 

 

 

(1,623 )

Net loss attributable to Toga ltd.

 

$ (3,826,719 )

 

 

-

 

 

$ 276,969

 

 

$ (3,549,750 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED NET LOSS PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

90,759,165

 

 

 

-

 

 

 

-

 

 

 

90,759,165

 

NET LOSS PER COMMON SHARE

 

$ (0.04 )

 

$ -

 

 

$ 0.00

 

 

$ (0.04 )

   

 

 

Originally

 

 

 

 

Restatement

 

 

As

 

 

 

Reported

 

 

Reclassification

 

Adjustment

 

 

Restated

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (3,828,342 )

 

 

 

$ 276,969

 

 

$ (3,551,373 )

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets

 

 

309,219

 

 

 

 

 

194,075

 

 

 

503,294

 

Deferred revenue

 

 

1,004,847

 

 

 

 

 

(471,044 )

 

 

533,803

 

Net cash used in operating activities

 

$ (1,962,207 )

 

 

 

$ -

 

 

$ (1,962,207 )

 

NOTE 10. SUBSEQUENT EVENTS

 

Subsequent events are disclosed through the date these financial statements were originally issued on December 19, 2019.

 

On November 7, 2019, the Company issued a total of 253,039 shares of its common stock to twenty-seven (27) of its employees, pursuant to an Employee Stock Bonus Agreement. Pursuant to the terms of such agreement, said shares were fully vested as of July 15, 2019.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Quarterly Report on Form 10-Q/A (this “Quarterly 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. Our unaudited consolidated financial statements are stated in United States Dollars and are prepared in accordance with GAAP.

 

Forward-Looking Statement

 

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the “safe harbor” created by those sections. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Words such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seek,” “should,” “targets,” “will,” “would,” and similar expressions or variations or negatives of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Quarterly Report. Additionally, forward-looking statements include, but are not limited to:

 

our plans to develop and market new products, enhancements or technologies and the timing of these development and marketing plans;

our estimates regarding our capital requirements and our needs for additional financing;

our estimates of our expenses, future revenues and profitability;

our estimates of the size of the markets for our products and services;

our expectations related to the rate and degree of market acceptance of our products; and

our estimates of the success of other competing technologies that may become available.

 

Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements. A number of important factors could cause actual financial results to differ materially and adversely from those in the forward-looking statements. We urge you to consider the risks and uncertainties discussed elsewhere in this Quarterly Report and in the other documents filed by us with the SEC in evaluating our forward-looking statements. We have no plans, and undertake no obligation, to revise or update our forward-looking statements to reflect any event or circumstance that may arise after the date of this report. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

 

In this document, the words “we,” “our,” “ours,” “us,” “Toga Limited,” and “the Company” refer only to Toga Limited, and its consolidated subsidiaries and not any other person or entity.

 

Overview

 

We were incorporated on October 23, 2003 pursuant to the laws of the State of Delaware under the name Fashionfreakz International Inc., which we later changed to Blink Couture, Inc. From 2003 until 2008, our principal business was the online retail marketing of trendy clothing and accessories produced by independent designers, with headquarters based in Canada. From 2008 until 2017, the Company’s business plan consisted of exploring potential targets for a business combination. On July 22, 2016, we changed our name to “Toga Limited.” In July 2018, we changed our state of incorporation to the State of Nevada.

 

 
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Subsidiaries

 

In September 2017, we formed TOGL Technology Sdn. Bhd. (“TOGL Technology”), a wholly-owned subsidiary located in Malaysia. In May 2018, TOGL Technology opened a branch office in Taiwan. The Company suspended operations of its Taiwan branch in July 2020 due to the novel coronavirus (“COVID-19”). TOGL Technology offers technology and professional services to facilitate the use of technology by enterprises and end users. These services include software development, integration, maintenance, mobile services, and web applications. TOGL Technology also provides development of, and upgrades to, our mobile application, the Yippi App.

 

In November 2017, we formed PT. Toga International Indonesia (“PT Toga Indonesia”), a majority-owned subsidiary located in Indonesia. We own a 95% interest in PT Toga Indonesia. The remaining portion is owned by three individuals who are employed by our subsidiaries. PT Toga Indonesia mainly sells health-related and facial products via retail stores or through direct selling independent sales agents that sell our “Eostre” branded products at exhibitions and healthy introduction seminars.

 

In January 2019, TOGL Technology formed a wholly-owned subsidiary, Toga Vietnam Company Limited (“Toga Vietnam”), located in Vietnam. Toga Vietnam provides customer services support for Yippi users located in Vietnam.

 

In May 2019, TOGL Technology formed a majority-owned subsidiary, PT TOGL Technology Indonesia (“PT TOGL Indonesia”), located in Indonesia. TOGL Technology owns a 67% interest in PT TOGL Indonesia. PT TOGL Indonesia provides technology and professional services to facilitate the use of technology by enterprises and end users. These services include software development, integration, maintenance, mobile services, and web applications.

 

In June 2019, TOGL Technology acquired 100% of the issued and outstanding shares of WGS Discovery Tours and Travel (M) Sdn. Bhd., a Malaysian based company (“WGS”). WGS manages our travel, hotel, and flight feature (“TogaGo”) offered through the Yippi App.

 

Subsidiaries formed after October 31, 2019

 

In June 2020, Michael Toh Kok Soon (“Mr. Toh”), our Chief Executive Officer and Chairman, Roy Lim Jun Hao (“Mr. Lim”), TOGL Technology’s Deputy Executive Officer, and we collectively acquired 65% of the issued and outstanding shares of Eostre Bhd., a Malaysia corporation (“Eostre Bhd.”). We intend to acquire the remaining 35% of the issued and outstanding shares of Eostre Bhd. as described in more detail below under the section entitled “Eostre – Recent Changes to the Eostre Business.” Further, Eostre Bhd.’s business is discussed in detail below under the section entitled “Eostre.”

 

Yippi

 

Industry Overview

 

An “app” is a type of application software designed to run on a mobile device, such as a smartphone or tablet device. Over the last several years, mobile devices, including smartphones and tablets, have proliferated extensively around the world across a wide range of demographic groups.

 

As mobile devices have become more prevalent, the mobile apps industry has experienced corresponding growth in the number of apps published and the niches they serve, as well as the revenues they generate. We believe that there will continue to be an increase in the number of smartphones and tablets sold. In addition, Apple, Inc. (“Apple”), Samsung Group (“Samsung”), and other mobile device manufacturers have introduced new, larger, and more powerful smartphones and tablets that enable more complex apps and that allow app developers to create apps that are optimized for larger screen sizes and designed to take advantage of these devices’ advanced capabilities and functionality. We believe that the proliferation of, and technological developments to, mobile devices will continue to drive growth in our industry for the foreseeable future.

 

 
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Product and Market

 

The Yippi App is a mobile application with a social media messaging focus that enables users to discover new friends as well as connect with friends and family. The Yippi App also focuses on entertainment and security. Users download the Yippi App through the Apple App Store, Google Play, or the Amazon App Store. Similar to other social media mobile apps, the Yippi App allows users to post photos and videos, watch, like, and share live events, use a beauty camera to enhance photos, and generally connect with others through chat messaging and video calls. Our chat feature allows users to use a “secret chat” function that automatically deletes text messages, voice messages, or photos sent through chat messages. We also have other features to allow chat messages to be more interactive between users, such as our “whiteboard presentation” feature that allows up to 5 users to draw on a whiteboard within the chat message.

 

Finally, through Yippi, we also offer an in-app feature called TogaGo, which enables users to search for the best price for their travel needs on an array of hotel, cruise, and flights and book and purchase these accommodations. Currently, prices are comparable to major travel applications in the market, and with this feature we have bridged these two different applications into one comprehensive application. These extensions are essentially bridged within Yippi with a link to the target platform while the user is still logged into his or her Yippi account. We also maintain a website that allows users to access TogaGo.

 

In addition to TogaGo, we also generate revenue from selling advertising, emoji stickers, and Yipps through our tipping feature called Yippi Star. As of December 1, 2020, we had 214,442 monthly active users and 120,412 daily active users on Yippi. We define a “monthly active user” as a registered user of the Yippi App who opens the Yippi App at least once during a 30-day period. We define a “daily active user” as a registered user of the Yippi App who opens the Yippi App at least once during a 24-hour period for a consecutive 30-day period.

 

The market for our Yippi App is characterized by rapid technological change, particularly in the technical capabilities of smartphones and tablets, and changing end-user preferences. Therefore, we will be required to continuously invest capital to innovate and modify our Yippi App and publish new applications. We cannot provide assurances that we will have adequate capital to modify our Yippi App or develop new applications.

 

Marketing Strategy

 

In an effort to increase our daily active users and monthly active users, our marketing strategy focuses on three areas: (i) Market Penetration; (ii) Yippi Publicity; and (iii) Market Development.

 

Market Penetration. Market Penetration focuses on engaging key opinion leaders and agencies to help increase our publicity and contests within Yippi. We also intend to engage in corporate branding on social media and increase our internet presence.

 

Yippi Publicity. Yippi Publicity focuses on corporate social responsibility (such as raising money for charitable causes), awareness campaigns (to increase daily active users or to increase users’ daily activity), and live concerts and music sharing (such as engaging Malaysian singers and exclusive content for the Yippi App). We intend to have monthly events broadcast through “YippiTV” (which is a function within the Yippi App for video streaming of these publicity events). We may utilize celebrity endorsements from the Philippines, Indonesia, and Malaysia.

 

We have also engaged in a series of branding campaigns, or sponsorships, with selected corporate entities in the Asian region, specifically Southeast Asia. For example, we have partnered with AirAsia Academy in cross-promotion and sponsorship of the academy players in badminton competitions since July 2018. We also sponsored the Panagbenga Flower Festival in the Philippines in February 2019, which festival was the marketing promotion that created brand awareness of the Yippi App throughout Asia.

 

Market Development. Market Development focuses on contests within the Yippi App to connect users to each other and encourage content creation within the Yippi ecosystem. Beginning in May 2018, we have had and continue to have on-going weekly contests via the social function of the Yippi App. The contests encompass questions, quizzes, personal preferences, and favorite pictures, among others, all of which are intended to increase engagement among users through their participation of commenting and sharing on their social walls. The winners are picked based on the criteria of either most creative, most shares, or most “likes” earned. We also hold weekly contests based on the top downloaded “sticker” within the Yippi App, and the designer of the most downloaded sticker for that particular week wins $100. A sticker set may only win once in a month, and only verified sticker designers are eligible to win. Winners are from Malaysia, Indonesia, ROC Taiwan, and the Philippines. Since March 2020, we have held daily non-monetary contests ranking all live streams from Yippi users and awarding the “star of the day” to the Yippi users with the most points based on live stream unique views and rewards earned for each day. Users can create a live stream by live broadcasting to users through the Yippi App. The winner receives “Yellow Beans” (tokens) and a privilege badge (similar to a virtual trophy), with the achievements being unlocked in the winning user’s Yippi profile. Similar contests are held in the Yippi App for celebrations such as Mother’s Day (for the most likes on a photo or video submission) and National Day (for the most creative photo or video post).

 

 
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Scientific Advisory Council. In order to further our market development, in September 2019, we established a Scientific Advisory Council (the “Council”) consisting of Dr. Beverly Rubik, Prof. Dr. Konstantin Korotkov, Deputy Director of Saint-Petersburg Federal Research institute of Physical Culture, and Erick Wayne Thompson of Subtle Energy Sciences, LLC. The members of the Council were retained to provide product ideas and advice on technologies relating to energy, lifestyle and nutrition wellness, as well as to deliver keynote speeches and attend Company events. The members of the Council were each paid an annual fee of $36,000 with additional payments for each keynote presentation. As of the date of this report, all agreements with the members have expired.

 

Target Market

 

The Yippi App is free for users and can be downloaded through the Apple App Store, Google Play, or the Amazon App Store. We are focused on increasing our users. Currently, our users are concentrated in Indonesia, Malaysia, China, Philippines, Vietnam, and Taiwan. The Yippi App is also available to users in the United States; however, the Toga Resonance Technology (“TRT”) feature within the Yippi App is not available to users in the United States.

 

Competition

 

We compete with companies that focus on mobile social engagement and advertising. Many of these companies, such as Apple; Facebook Inc. (“Facebook”), which owns and operates the applications Facebook, Instagram, and WhatsApp; Tencent Holdings, Ltd., which owns and operates the application WeChat; Snap Inc., which owns and operates the application Snapchat; Google, LLC (“Google”), which owns and operates YouTube; and Twitter, Inc. (“Twitter”), which owns and operates the social networking service known as Twitter, have significantly greater financial and human resources. Our competitors span from internet technology companies and digital platforms to traditional companies in print, radio, and television sectors to underlying technologies like default smartphone messaging. Additionally, our competition for engagement varies by region. The main bases on which we currently compete with competitors include engagement, partnerships, advertising, and talent.

 

We compete by attracting and retaining our users’ attention, both in terms of reach and engagement. We focus on constantly improving and expanding the Yippi App and related features, as described below under “New Product Development.”

 

Finally, we also compete for advertising revenue, especially with respect to video and other highly engaging formats. We believe our ability to compete depends primarily on our reach and ability to deliver a strong return on investment to our advertisers, which is driven by our advertising products, delivery and measurement capabilities, including application programming interfaces, and other tools. The industry in which we operate is changing rapidly and we find ourselves in competition with internet-based platforms, advertising networks, and traditional media.

 

Business Overview Subsequent to Quarter ended October 31, 2019

 

New Yippi Product Development – Subsequent to October 31, 2019

 

Between January and July 31, 2020, we launched new features within the Yippi App to enhance our user experience, including, but not limited to, new TRT features, which include relieving fatigue, relaxation and rejuvenation, and enhancements to live streaming, “yellow bean” social tokens, sticker artist profiles, social gamification, leaderboard, daily login reward, “Pong Pong” social networking, web instant messaging, text translation, eShop e-commerce, TogaGo user experience and “Go Cash” rewards points, and in-app Yipps purchasing through the Apple Appstore, Google Playstore, Alipay, and Huawei. “Go Cash” rewards points can be used as credits for users to receive discounts on future bookings made through TogaGo.

 

 
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We also have a number of new features and enhancements to current features in development that we plan to incorporate into the Yippi App in the future, including, but not limited to, eSports live streaming, mini videos, a portal to allow for journalists and blogger content updates, expanded travel features such as train service and airport transfers bookable through TogaGo, and other “mini-programs.” Mini-programs are “sub-applications” within the Yippi App ecosystem, which offer advanced features to users in e-commerce, task management, coupons/offers, brand page, or exclusive content from official accounts. These enhancements provide experiences that are built completely within the Yippi App, for a more complete user experience. Mini-programs are similar to separate applications but because the mini-programs are within the Yippi App, users do not need to separately download each mini-program; thus, the mini-programs do not use any additional storage space on the user’s device. Users may scan quick response, or QR, codes or input the names of the mini-programs in-app to launch them. The success of the mini-programs is dependent upon encouraging talented and independent developers to create these mini-programs that are powered by our Yipp App. We currently anticipate that our mini-programs will be publicly released in 2021. Our newest version of the Yippi App, “Yippi X” was unveiled in January 2021.

   

Yipps Agreements

 

We generate revenue from the sale of Yipps, which are the in-app credit that can be used for purchases, services and tipping within the Yippi App. We use third party entities to distribute Yipps to certain end users, pursuant to Yipps Agreements. Each Yipps Agreement provides that the company purchasing the Yipps can purchase them via a purchase order, for a price set by TOGL Technology, and then distribute the Yipps to their members / agents to be used in the Yippi App. TOGL Technology has the right to change the price of the Yipps from time to time.

 

In May 2019, TOGL Technology entered into Yipps Agreements with each of Agel Enterprise International Sdn. Bhd., Malaysian corporation (“Agel”), Toga Japan Co. Ltd., a Japanese company (“Toga Japan”), and ShenZhen DingShang Network Technology Co. Ltd., a Chinese company (“ShenZhen DingShang”), for the purchase and distribution of Yipps. However, because of the COVID-19 pandemic, the Yipps Agreement with Agel was terminated in May 2020.

 

On March 1, 2020 (as amended on July 1, 2020), TOGL Technology entered into a Yipps Agreement with Success Fortune Trading Limited, a Hong Kong company (“Success Fortune”) for the purchase and distribution of Yipps that can be used by the Yippi App users.

 

On June 1, 2020, TOGL Technology entered into a Yipps Agreement with our newly acquired, partially-owned Malaysian subsidiary, Eostre Bhd., for the purchase and distribution of Yipps that can be used by the Yippi App users.

 

Eostre – Products Sold Through Our Direct Marketing Network

 

Recent Changes to the Eostre Business

 

We recently changed our business model for our Eostre business line by bringing the direct marketing sales activities in Asia under our newly acquired, partially-owned Malaysian subsidiary, Eostre Bhd. Beginning on June 1, 2020, independent sales agents in Malaysia and Japan can purchase our “Eostre” branded products directly from Eostre Bhd.

 

Prior Business Structure; Eostre Trademark License Agreements

 

The recent changes to the business model of our Eostre business occurred because of the prolonged effect of the COVID-19 pandemic. Previously, from 2018 until May 31, 2020, we sold our “Eostre” branded products exclusively to independent sales agents in Malaysia, Japan, Taiwan, and Indonesia. We did not sell our products directly to consumers. These independent sales agents distributed our products through direct marketing networks in our principal markets. In Indonesia and Taiwan, we, through our subsidiaries, administered the sale of such products. Independent agents in Indonesia and Taiwan purchase products and earn commission through a point system. In Malaysia, the program for sales was administered by Agel, and, in Japan, by Toga Japan, an unaffiliated third party.

 

 
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Agel and Toga Japan each engaged independent sales agents to sell our products through their respective direct marketing networks. At no time were any of the independent sales agents of Agel or Toga Japan employed by us. In order to sell our products, we granted Agel and Toga Japan certain licensing rights to use our “Yippi App” and “Eostre” trademarks for marketing purposes pursuant to, (i) in the case of Agel, a Trademark License Agreement dated April 1, 2018, as subsequently amended on August 1, 2019 (the “Agel License Agreement”) and, (ii) in the case of Toga Japan, a Trademark License Agreement dated April 1, 2019, as subsequently amended on August 1, 2019 (the “Toga Japan License Agreement” and, together with the Agel License Agreement, the “License Agreements”). The License Agreements allowed Agel and Toga Japan to administer the sales programs. As consideration for the licenses, each of Agel and Toga Japan paid us a monthly fee in the amount of $20,000 USD. We also granted our subsidiaries operating in Taiwan and Indonesia licensing rights to use our “Yippi App” and “Eostre” trademarks for marketing purposes pursuant to a Trademark License Agreement dated September 1, 2018 with TOGL Technology’s Taiwan branch and a Trademark License Agreement dated August 1, 2019 with PT Toga Indonesia. As consideration for the licenses, each of TOGL Technology and PT Toga Indonesia paid us a monthly fee in the amount of $20,000 USD.

 

Because of the COVID-19 pandemic and the resulting inability of independent agents to engage with customers in person, neither Agel nor Toga Japan had been able to sell our Eostre products since February 2020. As a result, the License Agreements with Agel and Toga Japan were terminated in May 2020. Because of the COVID-19 pandemic, TOGL Technology’s Taiwan branch requested and received a reduction to the monthly royalty fee to $10,000 per month for each of April and May 2020, and the license agreement with TOGL Technology’s Taiwan branch was terminated in June 2020.

 

Acquisition of Eostre Bhd. – Subsequent to October 31, 2019

 

In connection with the termination of the License Agreements, we decided to operate the direct sales business in Malaysia and Japan ourselves, through our subsidiary, Eostre Bhd., instead of through unaffiliated, third-parties. We anticipate that in the future all independent agents in various jurisdictions throughout Asia will eventually purchase products directly from Eostre Bhd. As a result of this new business model, we (or our subsidiaries, as applicable), hired some of Agel’s former employees to assist us in the operation of our direct marketing sales activities.

 

In order to effectuate this new business model, we are acquiring 100% of the equity of Eostre Bhd. pursuant to two Stock Purchase Agreements, dated March 31, 2020, with Mr. Toh, Mr. Lim, and the two shareholders of Eostre Bhd. (the “Stock Purchase Agreements”), and some other related agreements (the “Acquisition”), for a purchase price of MYR 5 Million (approximately USD $1,250,000) (the “Purchase Price”). The Acquisition is subject to certain approvals by the relevant governmental authorities in Malaysia, which approvals are still being obtained by us.

 

The Acquisition is expected to be completed in two phases to meet certain regulations under Malaysian law. In the first phase, (i) we acquired 20% of Eostre Bhd., consisting of 1,000,000 ordinary shares of stock; (ii) Mr. Toh and Mr. Lim acquired 20% (1,000,000 ordinary shares) and 25% (1,250,000 ordinary shares) of Eostre Bhd., respectively; and (iii) a current owner of Eostre Bhd. acquired the balance of 1,350,000 shares, which, combined with his current ownership of 400,000 ordinary shares, resulted in his owning 35% (1,750,000 ordinary shares) of Eostre Bhd. Mr. Toh, Mr. Lim, and the current owner of Eostre Bhd. are referred to herein as the “Individual Purchasers.”

 

We have deposited the Purchase Price directly into the bank account of Eostre Bhd., which will be controlled by us or our designees subsequent to the closing date of the first phase. Pursuant to the Stock Purchase Agreements, Mr. Toh, Mr. Lim, and the two original owners of Eostre Bhd. are not entitled to receive any profit in connection with the Acquisition. The Individual Purchasers executed demand notes in favor of us for their respective portions of the Purchase Price. Such demand notes bear interest at a rate of 4% per annum. In addition, the Individual Purchasers each executed a security and pledge agreement in favor of us pledging their shares in Eostre Bhd. as collateral, until such time as the second phase of the Acquisition is completed. The Individual Purchasers also granted irrevocable proxies to us to vote their shares in Eostre Bhd. until such time as the second phase of the Acquisition is completed. As such, we currently hold 100% voting control of Eostre Bhd.

 

In the second phase of the Acquisition, set to begin on February 21, 2021, the promissory notes issued by the Individual Purchasers will be cancelled and deemed paid in full, and the remaining 80% of the equity in Eostre Bhd. will be transferred to us. The second phase of the Acquisition is expected to close as soon as practicable after the six-month anniversary of the signing date of the Stock Purchase Agreements, based on the expected timing required to obtain the necessary approvals from the Malaysian Ministry of Trade.

 

 
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Table of Contents

 

At the time of the of completion of the first phase of the Acquisition, Eostre Bhd. was considered a shell entity with no current business or operations. Its sole asset is a direct selling license (the “License”) to operate a business in the “direct sales” space in Malaysia. Subject to the “Direct Sales and Anti-Pyramid Scheme Act 1933,” this License is a pre-requisite to operating a company in the direct sales space in Malaysia. The expiration date of the License is November 21, 2021; however, we anticipate that we will renew the License at such time. The License will allow us to operate the direct sales business directly, instead of through unaffiliated, third-parties.

 

Business in China

 

On June 1, 2020, we entered into a Collaboration Agreement (the “ShenZhen Yi Yi Collaboration Agreement”) with ShenZhen Yi Yi Technology Private Limited, a company registered in China (“ShenZhen Yi Yi”), for provision of certain services to us and our subsidiaries within the territory of the Peoples’ Republic of China (the “Territory”). The ShenZhen Yi Yi Collaboration Agreement memorialized the parties’ understanding with respect to the provisions of these services, which began in March 2020. Pursuant to the ShenZhen Yi Yi Collaboration Agreement, within the Territory, ShenZhen Yi Yi agreed to provide us with web hosting services, launch and release our apps, act as our exclusive proxy to promote our products and services, protect our trademarks, products and apps from unauthorized use, and make payments on behalf of the company to third-parties. The ShenZhen Yi Yi Collaboration Agreement grants ShenZhen Yi Yi a non-exclusive, non-sublicensable, and non-transferable right to use our trademarks. In consideration for the aforementioned services, we agreed to pay ShenZhen Yi Yi monthly consideration of RMB 200,000. Pursuant to a letter of authorization, dated March 1, 2020, which had the effect of amending the ShenZhen Yi Yi Collaboration Agreement, TOGL Technology granted ShenZhen Yi Yi the right to sell Yipps to users in the Territory, with 30% of the total amount of the selling price for such Yipps sold payable to ShenZhen Yi Yi as commission. In addition, on June 1, 2020, Eostre Bhd. also began collaborating with ShenZhen YiYi for the sale of Eostre Bhd.’s products in the Territory. This collaboration has not been memorialized in writing yet between Eostre Bhd. and ShenZhen YiYi.

 

Industry Overview

 

Since the 1990s, the use of direct selling and network marketing sales channels has grown in popularity and general acceptance, including acceptance by prominent investors and capital investment groups who have invested in direct selling companies. In addition, many large corporations have diversified their marketing strategy by entering the direct selling arena. Several consumer-product companies have launched their own direct selling businesses with international operations and often accounting for the majority of their revenues. Consumers and investors are beginning to realize that direct selling provides unique opportunities and a competitive advantage in today’s markets. Businesses like us are able to quickly communicate and develop strong relationships with our customers, bypass expensive ad campaigns, and introduce products and services that would otherwise be difficult to promote through traditional distribution channels such as retail stores.

 

According to the worldwide direct sales data published by the World Federation of Direct Selling Association, in 2019, approximately 118 million global direct sellers collectively generated annual retail sales of $180.4 billion, of which approximately 44% of total annual sales, or $78.9 billion, are generated in the Asia/Pacific marketplace by approximately 68.4 million independent sales agents operating in the Asia/Pacific marketplace.

 

Products and Market

 

Beginning on June 1, 2020, we sell our Eostre products directly to independent sales agents, that then sell to their customers through direct marketing networks. Prior to June 1, 2020, we licensed the “Eostre” brand to Agel and Toga Japan, both of which had direct marketing networks in Malaysia and Japan. We also sold Eostre products directly to independent sales agents to sell within the agents’ own networks in Taiwan and Indonesia. We continue to rely on the revenues generated from our Eostre business to sustain the development of our Yippi App.

 

Our Eostre products are based on traditional, eastern wellness principles. We sell both physical products and digital products online (eostre.biz), through our “E-Booster” App, and through direct marketing networks. Our products include pendants (necklaces with crystals on them), home goods, personal care products (supplements, topical sprays, serums, and creams), and digital downloads. We offer the following physical products:

 

 
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Product

 

Product Category

 

Available Markets

 

Manufactured

Eostre Energy Crystal Pendant

 

Pendant

 

Indonesia, Taiwan, Malaysia, and Japan

 

Korea

Eostre Quantum Disc

 

Pendant

 

Indonesia, Taiwan, Malaysia, and Japan

 

Korea

Eostre Vitality Pendant

 

Pendant

 

Indonesia and Malaysia

 

China

Eostre Sanare Sleep Mat

 

Home good

 

Indonesia and Malaysia

 

Korea

Eostre Life Force Diffuser (humidifier)

 

Home good

 

Indonesia and Malaysia

 

China

Eostre Ohrus (light)

 

Home good

 

Malaysia

 

China

Eostre Smart LED Desk Lamp

 

Home good

 

Available in Malaysia in September 2019, but since discontinued

 

China

Essential Young Serum

 

Personal care

 

Indonesia

 

Indonesia

Perfect Hydrating Spray

 

Personal care

 

Indonesia

 

Indonesia

Healthy 99

 

Personal care

 

Taiwan and Japan

 

Taiwan

Beauty 99

 

Personal care

 

Taiwan

 

Taiwan

Cadalobs Chlorella

 

Personal care

 

Taiwan

 

Taiwan

Toga Dammarane

 

Personal care

 

Taiwan

 

Taiwan

Dammarane Sapogenin

 

Personal care

 

Japan

 

Taiwan

 

We also offer digital downloads and applications that use our “Toga-Resonance Technology” (“TRT”). TRT is part of our wellness program and is designed to be a solution for electric and magnetic field (“EFM”) radiation, or emissions from wireless products or powered items. For example, our “headache” program application includes soothing nature sounds with video and a digital image for a user to use as his or her phone wallpaper.

 

Our TRT digital downloads are available online at eostre.biz and through our Yippi App (for our non-U.S. users) and our “E-Booster” App (branded as “eT-RT” when delivered in connection with our Eostre brand), although such digital products are not available to users located in the United States. E-Booster is a digital wellness app that delivers wellness-focused digital downloads of images, audio, and videos to users’ electronic devices, which are also available for download on the eostre.biz website.

 

Marketing Strategy

 

We, and our subsidiaries, rely on our network of independent sales agents to sell our Eostre branded products in our various jurisdictions. The independent sales agents are eligible to receive compensation on a number of different levels, ranging from retaining profit from retail sales to bonuses, which may be achieved as each such agent becomes a leader of their own network.

 

Independent sales agents purchase points packages from the Company, which can be used to purchase packages of products to then be sold to end users. Independent sales agents also distribute points that they have purchased from the Company to other independent sales agents within their direct marketing networks (their down-line, as described below), who then also use such points to purchase packages of products and then sell such product to end users.

 

Enrolling new independent sales agents creates multiple levels in our direct selling structure. The independent sales agents that are enrolled by other independent sales agents within our network are referred to as “sponsored” independent sales agents, who may purchase product with their points packages solely for their own personal consumption, for resale, or both. Persons newly enrolled are assigned into network positions that can be “under” other independent sales agents, and thus they can be called “down-line” independent sales agents. If down-line independent sales agents also enroll new independent sales agents, they create additional levels within the structure, but their down-line independent sales agents remain in the same down-line network as the original independent sales agent that introduced them to our business.

 

While we provide informational brochures and other sales materials, independent sales agents are primarily responsible for enrolling and educating their new down-line sales agents with respect to products, the compensation plan and how to build a successful direct marketing network.

 

Independent sales agents are not required to enroll other sales agents as their down-line, and we do not pay any commissions for enrolling new independent sales agents. Enrollment in our direct marketing network is contingent upon an independent sales agent purchasing a points package. However, because of the financial incentives provided to those who succeed in building a direct marketing network that consumes and resells products, we believe that many of our independent sales agents attempt, with varying degrees of effort and success, to enroll additional sales agents in their respective direct marketing networks.

 

Our Company policies and procedures establish the rules that independent sales agents must follow in each market. Independent sales agents’ presentations to customers must be consistent with, and limited to, the product claims and representations made in our literature. Independent sales agents are not entitled to use our trademarks or other intellectual property without our prior consent.

 

If we are made aware of unapproved materials being used, we notify and direct the relevant independent sales agents to cease using such materials. We provide training materials to our independent sales agents to ensure compliance with our Company policies and to prevent unauthorized publications and/or sales practices from independent sales agents. An example of such a training and compliance presentation for independent sales agents was included in the Company’s Current Report on Form 8-K/A, filed on June 9, 2020, as Exhibits 99.1 (“The Importance of Optimization and Compliance”) and 99.2 (“A country we have national laws, at home we have house rules”).

 

In light of the current COVID-19 pandemic, we anticipate that Eostre Bhd.’s independent sales agents will primarily use e-commerce as their main sales channel. We intend to pursue paid marketing opportunities, such as Facebook ads with targeting marketing, and hiring product ambassadors to promote our products. In addition, we intend to pursue organic marketing strategies such as using social media accounts and search engine optimization to promote the products.

  

 
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Target Market

 

Independent sales agents sell our products to wellness-minded consumers, typically adults between the ages of 20 and 80 years old, within their sales network. These consumers include both men and women, located in urban centers throughout Asia, including in Malaysia, China, Taiwan, Indonesia, and the Philippines.

 

Competition

 

We purchase white labeled products and brand them with the “Eostre” trademark. We then produce sales and marketing materials for such products. Because we own the Eostre brand, we have no competitors selling identically branded products without our authorization. However, we do not own the underlying intellectual property to the products that we sell, nor do we have exclusive rights to sell such products. We have competition risk in that we cannot ensure that we will continue to be able to source our products from our third-party suppliers, at competitive prices.

 

In addition, we are aware that those third-party suppliers sell the same white labeled products to other companies (with different branding applied), who compete directly or indirectly with us in our principal markets. Except for the “Eostre” product branding and marketing, we are aware of one such competitor who sells identical products (with the competitor’s own marketing and branding applied to the underlying product) to the Eostre Energy Crystal Pendant, Eostre Vitality Pendant, Eostre Quantum Disc, Eostre Ohrus, Eostre Life Force Diffuser, Essential Young Serum, and Perfect Hydrating Spray. This provides additional direct sales competition with respect to those products and provides competition for talent for those independent sales agents who may want to sell these or similar wellness products through a direct marketing network.

 

Furthermore, we have competition in each jurisdiction in which we operate with the entire market of other companies and individuals who sell health and wellness products, especially those that are in the business of selling natural products (including crystals, topical sprays, serums and cremes, home goods, supplements, and similar items) based on traditional, eastern wellness principles.

 

Manufacturing

 

The Eostre products are manufactured by unaffiliated third-party companies, who ship finished products containing our Eostre branding. We receive fully manufactured products from the manufacturers, which we sell through wholesale distribution to independent sales agents who have their own respective direct marketing networks for selling the products.

 

Collaboration Agreements

 

From time to time, TOGL Technology enters into collaboration agreements with third parties to allow such parties to provide their services or sell their products on the Yippi App or in connection with Eostre products or the E-Booster App.

 

On May 1, 2020, we entered into a Supplier Agreement (the “Subtle Supplier Agreement”) with Subtle Energy Sciences, LLC, an Indiana limited liability company (“Subtle”), where Subtle agreed to provide us with an “Immunity” app developed by Subtle which included digital files, videos, audio files and images. Pursuant to the Subtle Supplier Agreement, we were granted the exclusive right to publish and market the app worldwide. We paid Subtle a one-time sum of $30,000 as consideration under the Subtle Supplier Agreement. In connection with the Subtle Supplier Agreement, we entered into a mutual agreement, dated May 15, 2020, with Dr. Anura Gnanasothi Kandasamy, a Malaysian individual (“Dr. Anura”), who agreed to act as Subtle’s agent under the Subtle Supplier Agreement and guarantee the delivery of Subtle’s obligations thereunder, including the delivery of a scientific report in connection with Subtle’s app, in exchange for a 10% commission from the total consideration payable under the Subtle Supplier Agreement. On June 1, 2020, we entered into a Collaboration Agreement (the “Subtle Collaboration Agreement”) with Subtle, for a period of two (2) years, which grants us the exclusive right in Asia and certain parts of the Middle East to market and sell Subtle’s products on our websites and mobile applications. We pay Subtle a monthly fee of the greater of 1% of gross sales of Subtle’s products or $16,000 per month. In connection with the Subtle Collaboration Agreement, we entered into a mutual agreement, dated June 1, 2020, with Dr. Anura, who agreed to act as Subtle’s agent under the Subtle Collaboration and guaranteed the delivery of a scientific report in connection with each of the 12 expected Subtle products to be delivered over the term of the Subtle Collaboration Agreement, in exchange for a 10% commission from the total consideration payable to Subtle under the Subtle Collaboration Agreement.

 

 
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On June 1, 2020, TOGL Technology entered into a Collaboration Agreement (the “Redbox Collaboration Agreement”) with Redbox Holdings Berhad, a Malaysian company (“Redbox”). On November 16, 2020, TOGL Technology entered into an App Development and Services Agreement with Redbox (the “Redbox App Development Agreement”). Redbox provides karaoke entertainment to the public via rentable rooms at public spaces such as shopping malls, where the public can book a karaoke room to sing. Pursuant to the Redbox Collaboration Agreement, TOGL Technology allows end users to purchase Redbox’s products within the Yippi App, using Yipps as the form of payment. Redbox may also promote its product, including providing discounts or promotions within the Yippi App. Both parties also have agreed to collaborate to expand each party’s respective business. The Redbox Collaboration Agreement grants a non-exclusive, non-sublicensable, and non-transferable right to use our Yippi trademarks, and we have a reciprocal right to use Redbox’s trademarks. The trademarks are not to be used for any purpose other than the purpose of the Redbox Collaboration Agreement without our, or Redbox’s, prior written consent, as applicable. Only Yipps can be used for paying for Redbox services or products, such as paying for karaoke rooms. Redbox pays TOGL Technology a portion of each transaction that utilized Yipps as the payment form. Each unit of Yipps is equivalent to RM 0.60, however, the value of each unit may be changed from time to time in the discretion of TOGL Technology. The initial term of the Redbox Collaboration Agreement expires on June 1, 2021 and automatically renews for an additional one-year term, unless either party provides notice to the other of its intention not to renew at least 30 days prior to the end of the initial term. Pursuant to the Redbox App Development Agreement, TOGL Technology provides development and servicing of a social karaoke app for Redbox, and, in exchange, Redbox will pay TOGL Technology RM 1,000,000.00 for such services, payable in installments upon completion of certain milestones as set forth in the Redbox App Development Agreement.

 

On June 1, 2020, TOGL Technology entered into a Collaboration Agreement (the “Gintell Collaboration Agreement”) with Gintell Rest N Go Sdn Bhd, a Malaysian company (“Gintell RNG”). On July 21, 2020, TOGL Technology entered into a Yippi E-Shop Collaboration Agreement (the “Gintell E-Shop Agreement”) with Gintell Irest Sdn. Bhd., a Malaysian company and affiliate of Gintell RNG (“Gintell Irest” and, collectively with Gintell RNG, the “Gintell Companies”). On March 2, 2020, TOGL Technology also entered into a Sponsorship Agreement with Gintell Irest for the provision of certain of Gintell Irest’s products at two of our live streamed events broadcast on the Yippi App (the “Gintell Sponsorship Agreement”). The Gintell Companies are a healthcare retail chain store in Malaysia, which provides massage, exercise, and wellness products, such as massage chairs that are installed in public spaces and available for booking and use by customers in exchange for a fee. Pursuant to the Gintell Collaboration Agreement, TOGL Technology allows end users to purchase Gintell RNG’s products within the Yippi App, using Yipps as the form of payment. Pursuant to the Gintell E-Shop Agreement, Yippi users may also purchase Gintell Irest’s products through the Yippi App’s online E-Shop. The Gintell Companies may also promote its products, including providing discounts or promotions within the Yippi App. Both TOGL Technology and the Gintell Companies also have agreed to collaborate to expand each party’s respective business. Both the Gintell Collaboration Agreement and the Gintell E-Shop Agreement grant the Gintell Companies a non-exclusive, non-sublicensable, and non-transferable right to use our Yippi trademarks, and we have a reciprocal right to use the Gintell Companies’ trademarks. The trademarks are not to be used for any purpose other than this purpose without our, or the Gintell Companies’, prior written consent, as applicable. Yipps are intended to be the sole payment form accepted for Gintell RNG’s customers purchasing services or products, such as by using Yipps at a massage chair to redeem massage time and services. Under the Gintell Collaboration Agreement, Gintell RNG pays TOGL Technology a portion of each transaction that utilized Yipps as payment. Each unit of Yipps is equivalent to RM 0.60, however, the value of each unit may be changed from time to time in the discretion of TOGL Technology. Under the Gintell E-Shop Agreement, TOGL Technology may retain 15% from the sale of each of Gintell Irest’s products. The initial term of the Gintell Collaboration Agreement expires on June 1, 2021 and automatically renews for an additional one-year term, unless either party provides notice to the other of its intention not to renew at least 30 days prior to the end of the initial term. The Gintell E-Shop Agreement expired on January 21, 2020, and may be renewed by mutual written agreement of the parties. The Gintell Sponsorship Agreement expired on December 31, 2020 and the Company is in the process of renewing the agreement.

 

On August 11, 2020, TOGL Technology entered into a Yippi E-Shop Collaboration Agreement (the “Ideahom E-Shop Agreement”) with Ideahom Global Enterprise, a Malaysian company (“Ideahom”). Ideahom sells household appliance products, kitchen products and electrical appliances. Pursuant to the Ideahom E-Shop Agreement, Yippi users may purchase the Ideahom’s products through the Yippi App’s online E-Shop. The Ideahom E-Shop Agreement grants a non-exclusive, non-sublicensable, and non-transferable right for us to use Ideahom’s trademarks for promotion and sales within the Yippi App with Ideahom’s prior written consent. As consideration for featuring Ideahom’s products in the Yipp App’s E-Shop, TOGL Technology may retain a certain percentage from the sale of each of Ideahom’s products. The Ideahom E-Shop Agreement will expire on February 10, 2021 and will not be renewed.

 

 
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Other Agreements

 

On June 1, 2020, TOGL Technology entered into a Talent Agency Appointment Agreement with De Top Entertainment, a Malaysian Company (“DTE Agency”), for services of Yumi Wong, an artist who works for DTE Agency, to be a promoting ambassador of the Yippi App and our other products and services. The agreement expires on May 31, 2021.

 

On July 1, 2020, TOGL Technology entered into a Research Grant Agreement (“Research Agreement”) with Universiti Telekom Sdn. Bhd., a Malaysian company (“UTSB”), which is the registered owner of Multimedia University, a private university that offers tertiary level education in multimedia and technology, among other subjects. TOGL Technology agreed to sponsor and fund a research project to be conducted by PhD postgraduate students attending UTSB to study the effects of extremely low frequency electric fields on cancer cells and normal cells (the “Project”). The Research Agreement expires on June 1, 2023. TOGL Technology agreed to provide RM 221,180 in three yearly installments of RM 118,580, RM 51,300, and RM 51,300 payable pursuant to certain milestones set forth in the Research Agreement. In exchange, TOGL Technology will own 90% of any intellectual property developed in connection with the Project, with UTSB owning the remaining 10%. TOGL Technology will be solely entitled to commercialize the intellectual property developed under the Project, and any profits derived from the commercialization will be divided in proportion to the parties respective ownership percentages of the intellectual property.

 

On January 1, 2020, we entered into a Service Agreement (the “SNA Service Agreement”) with Social Networking Association (“SNA”), whereby SNA agreed to present ten-minute multi-media presentations about us to 1,000 individuals over a period of 90 days. We agreed to pay SNA an aggregate of $30,000 in three installments of $10,000 payable on January 1, February 1, and March 1, 2020. SNA is directed by Jim Lupkin, a member of our Board. Mr. Lupkin was in charge of performing services on behalf of SNA under the SNA Service Agreement. Beginning in June 2020, Mr. Bratt, another member of our Board, was appointed the Executive Vice President and Chief Operating Officer of SNA.

 

Advertising Agreements

 

During the fiscal year ended July 31, 2020, we entered into agreements with six different companies to provide advertising services for them on our Yippi app. Pursuant to these agreements, we generated an aggregate of approximately $100,000 per month. As of January 29, 2021 these agreements are still in effect.

   

Subsequent Event - COVID-19

 

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. We are closely monitoring developments and are taking steps to mitigate the potential risks related to the COVID-19 pandemic to us, our employees, and our customers. To protect our employees while continuing to provide the services needed by our clients, we limited customer contact and minimized employee contact with other employees by having our employees work remotely.

 

On March 19, 2020, a Movement Control Order (the “MCO”) was issued by the Malaysian Prime Minister, which reduced movement within Malaysia, closed all offices within the country that were non-essential, cancelled all non-essential travel and limited travel from outsiders deemed as non-essential. Eventually, the MCO was lifted as of June 9, 2020, and certain safe-distance and other controlling protocols (the Recovery Movement Control Order or “RMCO”) were put into place, which were in effect until December 31, 2020. As of January 26, the RMCO has been extended to March 31, 2021.

 

Our offices in Malaysia closed as a result of the MCO, and our office-based employees located both in Malaysia, Vietnam, Indonesia, and in the United States have been working remotely since the middle of March. All of our employees have been able to continue to address customer needs in a timely fashion. Travel remains restricted to limit the risk of our employees coming in contact with COVID-19.

 

 
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As a result of COVID-19, we have terminated certain agreements with Agel and Toga Japan. Please see Item 1. Business, Recent Changes to the Eostre Business, for additional information.

 

Through January 31, 2021, we have not had any of our employees contract COVID-19. Should a significant number of our employees contract COVID-19, our ability to serve our customers in a timely fashion could be negatively impacted on our ability to serve customers in a timely fashion.

 

In addition to the termination of the License Agreements and the Yipps Agreement, COVID-19 also has negatively impacted our business with respect to TogaGo revenue. The MCO restricted travel, which resulted in customers not booking travel and hotels through the Yippi app. TogaGo’s revenue decreased significantly during the year ended July 31, 2020. However, we expect TogaGo’s revenue to increase once the MCO is lifted.

 

Further, while we have not yet experienced any interruption to our normal materials and supplies process, it is impossible to predict whether COVID-19 will cause future interruptions and delays.

 

Results of Operations (Restated)

 

Three months ended October 31, 2019 Compared to Fiscal Three months ended October 31, 2018

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

October 31,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

%

 

Revenue

 

$ 3,217,030

 

 

$ 742,753

 

 

$ 2,474,277

 

 

 

333.1 %

Cost of Goods Sold

 

 

1,741,800

 

 

 

117,499

 

 

 

1,624,301

 

 

 

1,382.4 %

Gross Profit

 

$ 1,475,230

 

 

$ 625,254

 

 

$ 849,976

 

 

 

135.9 %

Gross Margin

 

 

45.86 %

 

 

84.18 %

 

 

 

 

 

 

 

 

 

Gross Margin by product for the three months ended October 31, 2019

 

 

 

Product

Sales

 

 

Advertising

 

 

Royalty

Fee

 

 

Yippi

 

 

TogaGo

 

 

Total

 

Revenue

 

$ 2,176,756

 

 

$ 45,133

 

 

$ 60,000

 

 

$ 934,642

 

 

$ 499

 

 

$ 3,217,030

 

Cost of Goods Sold

 

 

51,428

 

 

 

-

 

 

 

-

 

 

 

1,245,546

 

 

 

444,826

 

 

 

1,741,800

 

Gross Profit (Loss)

 

$ 2,125,328

 

 

$ 45,133

 

 

$ 60,000

 

 

$ (310,904 )

 

$ (444,327 )

 

$ 1,475,230

 

Gross Margin

 

 

97,64 %

 

 

100.00 %

 

 

100.00 %

 

 

(33.26 )%

 

 

(89,043.49 )%

 

 

45.86 %

  

 
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Gross Margin by product for the three months ended October 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software
Maintenance

 

 

 

 

 

 

Product

Sales

 

 

Advertising

 

 

Royalty

Fee

 

 

Management

Fee

 

 

Yippi

 

 

TogaGo

 

 

  &

Subscription

 

 

Total

 

Revenue

 

$ 231,450

 

 

$ 79,860

 

 

$ 60,000

 

 

$ 323,536

 

 

$ -

 

 

$ -

 

 

$ 47,907

 

 

$ 742,753

 

Cost of Goods Sold

 

 

20,238

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

97,261

 

 

 

-

 

 

 

-

 

 

 

117,499

 

Gross Profit (Loss)

 

$ 211,212

 

 

$ 79,860

 

 

$ 60,000

 

 

$ 323,536

 

 

$ (97,261 )

 

$ -

 

 

$ 47,907

 

 

$ 625,254

 

Gross Margin

 

 

91.26 %

 

 

100.00 %

 

 

100.00 %

 

 

100.00 %

 

 

-

 

 

 

-

 

 

 

100.00 %

 

 

84.18 %

 

Revenue increased by approximately $2.5 million in the three months ended October 31, 2019, compared to the prior year period, driven primarily by $934,000 in Yippi in-app purchases, and approximately a $1.9 million increase in product sales.

 

Gross profit also increased by approximately $850,000 in the three months ended October 31, 2019, compared to the prior year period, due primarily to an increase in product sales of approximately 1.8 million, but offset by losses resulting from approximately $1.2 million of cost of goods sold in connection with [Yippi in-app purchases] and approximately $444,000 in [costs of goods sold] for TogaGo related to booking cost, hotel disbursement and handling charge, as well as the Company’s decision to no longer provide general management services to Agel in exchange for a management fee. Gross margin percentage decreased to 46% in the three months ended October 31, 2019 compared to 84% in the prior year period, primarily driven by the sales mix shift from the higher margin businesses of management and information technology to the lower margin business of Yippi in-app purchases. The Company has invested significantly in staff and infrastructure, which are in the early implementation stage, but management expects reductions in our general and administrative expenses as a percentage of revenue going forward.

 

 

 

Three months ended

 

 

 

 

 

 

 

 

 

October 31,

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

 

%

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

$ 3,726,046

 

 

 

238,306

 

 

 

3,487,740

 

 

 

1,463.6 %

Salaries and wages

 

 

840,218

 

 

 

400,407

 

 

 

439,811

 

 

 

109.8 %

Professional fees

 

 

475,115

 

 

 

311,619

 

 

 

163,496

 

 

 

52.5 %

Depreciation

 

 

50,803

 

 

 

10,524

 

 

 

40,279

 

 

 

382.7 %

Total operating expenses

 

 

5,092,182

 

 

 

960,856

 

 

 

4,131,326

 

 

 

430.0 %

Loss from Operations

 

 

(3,616,952 )

 

 

(335,602 )

 

 

(3,281,350 )

 

 

977.8 %

Other Income

 

 

65,980

 

 

 

139

 

 

 

65,841

 

 

 

47,367.6 %

Net Loss

 

$ (3,551,373 )

 

 

(335,463 )

 

 

(3,215,910 )

 

 

958.6 %

 

Net loss increased by approximately $3.2 million, or 958.6%, in the three months ended October 31, 2019, compared to the prior year period, due to an increase in operating expenses primarily attributed to the increases in general and administrative expenses. General and administrative expenses increased primarily due to the increase in sales and marketing commission of $2.3 million and advertising and promotion of $764,000 driven by increase in sales activities and advertising and marketing effort.

 

 
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Segment Operating Performance

 

Our operating performance by segment are as follows for the three months ended October 31, 2019 and 2018:

 

Three months ended October 31, 2019:

 

 

 

USA

 

 

Malaysia

 

 

Taiwan

 

 

Vietnam

 

 

Indonesia

 

 

Total

 

Revenue

 

$ 60,000

 

 

$ 975,567

 

 

$ 308,023

 

 

$ -

 

 

$ 1,873,440

 

 

$ 3,217,030

 

Gross Profit

 

$ 60,000

 

 

$ (704,924 )

 

$ 267,339

 

 

$ -

 

 

$ 1,852,815

 

 

$ 1,475,230

 

Gross Margin

 

 

100.00 %

 

 

(72.26 )%

 

 

86.79 %

 

 

-

 

 

 

98.90 %

 

 

45,86 %

Net Loss

 

$ (467,172 )

 

$ (2,112,575 )

 

$ (286,847 )

 

$ (7,935 )

 

$ (676,844 )

 

$ (3,551,373 )

 

Three months ended October 31, 2018:

 

 

 

USA

 

 

Malaysia

 

 

Taiwan

 

 

Indonesia

 

 

Total

 

Revenue

 

$ 60,000

 

 

$ 451,303

 

 

$ 231,450

 

 

$ -

 

 

$ 742,753

 

Gross Profit

 

$ 60,000

 

 

$ 354,042

 

 

$ 211,212

 

 

$ -

 

 

$ 625,254

 

Gross Margin

 

 

100.00 %

 

 

78.45 %

 

 

91.26 %

 

 

-

 

 

 

84.18 %

Net Loss

 

$ (268,647 )

 

$ 44,093

 

 

$ (66,926 )

 

$ (43,983 )

 

$ (335,463 )

 

During the three months ended October 31, 2019 most of the Company’s revenue was derived from Yippi in-app purchases in Malaysia, and product sales generated in Taiwan and Indonesia. Net loss increased by approximately $3.2 million due to the increase in operating expenses.

 

Plan of Operation

 

Our current business activities do not at this time provide positive cash flow, although we commenced generating revenue during the third quarter ended April 30, 2018.  During the next twelve months, we anticipate incurring costs related to:

 

 

i.

Further development to the Yippi app to add additional features;

 

 

 

 

ii.

Marketing the Yippi app to users located throughout Asia;

 

 

 

 

iii.

Developing and marketing the Eostre business throughout Asia;

 

 

 

 

iv.

Investigating, analyzing, and consummating potential acquisition or merger opportunities;

 

 

 

 

v.

Other ongoing general and administrative type costs; and

 

 

 

 

vi.

The preparation and filing of our financial statements and Exchange Act reports.

 

We believe that in order to grow our business going forward, we will need to continue to invest in marketing and advertising of our Yippi app and for our Eostre business throughout Asia. Because of this, we expect going forward to continue to invest heavily in marketing and advertising. We believe we will be able to meet our operating costs and additional marketing and advertising in excess of our revenues, through additional amounts, as necessary, to be loaned to or invested in us by our stockholders and management, although no agreements have been entered into with anyone.

 

Liquidity and Capital Resources

 

 

 

October 31,

 

 

July 31,

 

 

 

 

 

 

 

 

 

2019

 

 

2019

 

 

Change

 

 

%

 

Cash and cash equivalents

 

$ 12,902,002

 

 

$ 14,916,556

 

 

$ (2,014,554 )

 

(13.5

%)

Total Assets

 

$ 22,023,046

 

 

$ 23,554,425

 

 

$ (1,531,379 )

 

(6.5

%)

Total Liabilities

 

$ 11,065,793

 

 

$ 9,049,782

 

 

$ 2,016,011

 

 

 

22.3 %

Working Capital

 

$ 6,397,669

 

 

$ 10,080,247

 

 

$ (3,682,578 )

 

(36.5

%)

 

As of October 31, 2019, our total assets were $22.0 million, and our total liabilities were $11.1 million. Liabilities were comprised primarily of current liabilities of $10.8 million, which included accounts payable and accrued liabilities of $5.3 million and deferred revenue of $5.3 million.

 

Our stockholders’ equity decreased from $14.5 million as of July 31, 2019 to $11.0 million as of October 31, 2019.

 

We had $12.9 million in cash as of October 31, 2019, and the Company had assets to meet ongoing expenses or debts that may accumulate. Accumulated deficit was $28.2 million as of October 31, 2019 compared to accumulated deficit of approximately $24.6 million as of July 31, 2019.

 

Our working capital decreased by $3.7 from $10.1 million at July 31, 2019, as compared to $6.4 million at October 31, 2019, due primarily to the decrease in our current assets for the decrease by cash and cash equivalents of $2.0 million and the increase in our current liabilities, consisting of an increase in accounts payable and accrued liabilities of $1.1 million and deferred revenue of $534,000.

 

 
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Cash Flow

 

 

 

Three months ended

 

 

 

 

 

 

 

October 31,

 

 

Change

 

 

 

2019

 

 

2018

 

 

Amount

 

 

%

 

Cash Flows (used in) operating activities

 

$ (1,962,207 )

 

$ (357,027 )

 

$ (1,605,180 )

 

 

449.6 %

Cash Flows (used in) investing activities

 

 

(77,769 )

 

 

(20,566 )

 

 

(57,203 )

 

 

278.1 %

Cash Flows provided by financing activities

 

 

62,525

 

 

 

1,249,938

 

 

 

(1,187,413 )

 

 

(95.0 )%

Effects on changes in foreign exchange rate

 

 

(37,103 )

 

 

51,703

 

 

 

(88,806 )

 

 

(171.8 )%

Net change in cash and cash equivalents during period

 

$ (2,014,554 )

 

$ 924,048

 

 

$ (2,938,602 )

 

 

(318.0 )%

  

Cash Flow from Operating Activities

 

As of October 31, 2019, we had not generated positive cash flow from operating activities. For the three months ended October 31, 2019, net cash flows used in operating activities was $2.0 million compared to $357,000 used during the three months ended October 31, 2018. Cash flows used in operating activities for the three months ended October 31, 2019, comprised of a net loss of $3.6 million, which was reduced by non-cash expenses of $51,000 for depreciation and $44,000 for stock-based compensation and a net change in working capital of $1.5 million. Cash flows used in operating activities for the three months ended October 31, 2018, comprised of a net loss of $335,000, which was reduced by non-cash expenses of $11,000 for depreciation and increased by a net change in working capital of $32,000.

 

Cash Flows from Investing Activities

 

During the three months ended October 31, 2019, we used $78,000 in investing activities for the purchase of property and equipment. During the three months ended October 31, 2018, we used $21,000 for the purchase of property and equipment.

 

Cash Flows from Financing Activities

 

We have financed our operations primarily from either advances and loans from related and third parties or the issuance of equity instruments. For the three months ended October 31, 2019, net cash provided by financing activities was $63,000, consisting of proceeds from related parties of $67,000, offset by repayment to related parties of $4,000. For the three months ended October 31, 2018, net cash provided by financing activities was $1.2 million, consisting of proceeds from the sale of shares of our common stock of $1.3 million and proceeds from related parties of $38,000, offset by repayment to related parties of $42,000.

 

Application of Critical Accounting Policies

 

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.

 

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with U.S. GAAP. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

The material estimates for our company are that of the stock-based compensation recorded for options. The fair values of options are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model. The specific quantitative variables are included in the notes to the consolidated financial statements.

 

 
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We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

For our critical accounting policies and estimates for “Revenue Recognition” and “Leases” see Note 1, Summary of Significant Accounting Policies, to the unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report. Other than the policy changes disclosed in Note 1, Summary of Significant Accounting Policies, to the unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report, there have been no material changes to our critical accounting policies and estimates during the three months ended October 31, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2019.

 

Off-Balance Sheet Arrangements

 

We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this Item.

 

ITEM 4. 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 we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’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(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

 

Changes in Internal Control over Financial Reporting

 

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ending October 31, 2019 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

    

 
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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no legal proceedings, which are pending or have been threatened against us or any of our officers, directors, or control persons, of which management is aware.

 

ITEM 1A. RISK FACTORS

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

 
21

Table of Contents

 

ITEM 6. EXHIBITS

  

Exhibits:

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 

 

 

32.1

 

Certification of Chief Executive Officer pursuant to Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

 

 

32.2

 

Certification of Chief Financial Officer pursuant to Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

101.INS

 

XBRL Instance Document*

 

101.SCH

 

XBRL Taxonomy Extension Schema Document*

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document*

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document*

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document*

 

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document*

___________

*Filed herewith

 

 
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Table of Contents

   

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

  

TOGA LIMITED

 

 

Date: February 12, 2021

By:

/s/ Toh Kok Soon

 

Toh Kok Soon

 

 

 

President, Chief Executive Officer and Member of the Board

 

 

Date: February 12, 2021

By:

/s/ Alexander Henderson

 

Alexander Henderson

 

Chief Financial Officer, Secretary, Treasurer and Member of the Board

 

 

 
23

 

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