W. Scott Lawler
Corporate/Securities Attorney
WSL@BoothUdall.com
August 7, 2019
Mr. Gregory Dundas
Attorney-Adviser
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Toga Ltd. (the “Company”) |
|
| Amendment No. 1 to Registration Statement on Form S-1 Filed August 2, 2019 File No. 333-232607 |
Dear Mr. Dundas:
The Company is in receipt of your comment letter dated August 6, 2019, regarding the Company’s filings referenced above.
Below are the comments from your comment letter each followed by the Company’s response thereto.
Form S-1/A filed August 2, 2019
Auditor’s Opinion, page F-1
Comment:
1. We are unable to confirm that your auditor for the year ended July 31, 2019, Pinnacle Accountancy Group of Utah, is registered with the Public Company Accounting Oversight Board. Please advise.
Response:
Pinnacle Accountancy Group of Utah is another name used by Heaton & Company PLLC in issuing audit reports. Heaton & Company PLLC is PCAOB registered. Please see Heaton & Company’s Firm Summary on the PCAOB website by visiting the following page: http://rasr.pcaobus.org/Firms/FirmSummaryPublic.aspx?FirmID=2EF145A65E4CE89C3714095B3BA79BB3.
Gregory Dundas, Securities and Exchange Commission Toga Ltd. Page 2 of 2 |
Moreover, Heaton & Company’s Annual Report (Form 2) for the Reporting Year 2019 (a copy of which is included with this letter) also states that Pinnacle Accountancy Group of Utah is another name it uses to issue audit reports.
Therefore, based on this information, we are of the opinion that the Company does not need to file an amendment to its Form S-1.
Sincerely,
/s/ W. Scott Lawler
W. Scott Lawler, Esq.