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Toga (TOGL)

Document and Entity Information

Document and Entity Information - USD ($)12 Months Ended
Jul. 31, 2019Nov. 12, 2019Jan. 31, 2019
Document And Entity Information Abstract
Entity Registrant NameToga Ltd
Entity Central Index Key0001378125
Entity Current Reporting StatusYes
Entity Voluntary FilersNo
Current Fiscal Year End Date--07-31
Entity Filer CategoryNon-accelerated Filer
Entity Well-known Seasoned IssuerNo
Entity Common Stock, Shares Outstanding91,011,318
Entity Public Float $ 282,746,703
Document Type10-K
Document Period End DateJul. 31,
2019
Amendment Flagfalse
Document Fiscal Year Focus2019
Document Fiscal Period FocusFY
Entity Small Businesstrue
Entity Emerging Growth Companytrue
Entity Ex Transition Periodtrue
Entity Shell Companyfalse

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)Jul. 31, 2019Jul. 31, 2018
Current Assets
Cash and cash equivalents $ 14,916,556 $ 1,064,672
Accounts receivable, net294,266 367,918
Prepaid expenses and other current assets1,199,649 25,958
Inventories162,985
Total Current Assets16,573,456 1,458,548
Property and equipment, net4,421,252 135,706
Intangible asset - digital currency1,348,920
Intangible asset - goodwill11,718
Deposit9,780
TOTAL ASSETS21,006,426 2,952,954
Current Liabilities
Accounts payable and accrued liabilities4,221,413 180,573
Due to related parties1,083 186,390
Notes due to related parties24,126 24,126
Deferred revenue1,782,252 20,500
Income tax payable61,215
Total Current Liabilities6,090,089 411,589
Stockholders’ Equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value, 10,000,000,000 shares authorized; 90,762,893 and 69,586,517 shares issued and outstanding as of July 31, 2019 and July 31, 2018, respectively9,076 6,959
Common stock subscribed; 30,000,000 common shares, $0.0001 par value(3,000)(3,000)
Additional paid-in capital38,993,002 16,942,861
Accumulated other comprehensive income (loss)69,238 (53,996)
Accumulated deficit(24,093,611)(14,351,459)
Total Stockholders’ Equity of Toga Ltd.14,974,704 2,541,365
Non-controlling interest(58,368)
Total Stockholders' Equity14,916,337 2,541,365
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,006,426 $ 2,952,954

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / sharesJul. 31, 2019Jul. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized20,000,000 20,000,000
Preferred stock, shares issued0 0
Preferred stock, shares outstanding0 0
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized10,000,000,000 10,000,000,000
Common stock, shares issued90,762,893 69,586,517
Common stock, shares outstanding90,762,893 69,586,517
Common stock subscribed, shares30,000,000 30,000,000
Common stock subscribed, par value (in dollars per share) $ 0.0001 $ 0.0001

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Income Statement [Abstract]
Revenue $ 8,847,927 $ 1,254,495
Cost of goods sold5,857,806 139,369
Gross profit2,990,121 1,115,126
OPERATING EXPENSES
General and administrative expenses14,972,525 1,556,509
Research and development815,589 86,674
Depreciation93,426 15,050
Total Operating Expenses15,881,540 1,658,233
LOSS FROM OPERATIONS(12,891,419)(543,107)
OTHER INCOME (EXPENSE)
Other income205,748
Interest income16,386
Interest expense(849)(382)
Loss on settlement of debt(13,282,567)
Gain on sales of digital currency3,230,882
Total Other Income (Expense)3,246,419 (13,077,201)
Loss before Income Taxes(9,645,000)(13,620,308)
Income Tax Provision(155,520)0
Net Loss(9,800,520)(13,620,308)
Add: Net Loss attributable to non-controlling interest58,368
Net Loss attributable to Toga Ltd.(9,742,152)(13,620,308)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments123,234 (53,996)
Total Comprehensive Loss $ (9,618,918) $ (13,674,304)
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares)82,842,852 251,631,167
NET LOSS PER COMMON SHARE (in dollars per share) $ (0.12) $ (0.05)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)Common StockSubscription ReceivableAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossNon-controlling InterestTotal
Balance at Jul. 31, 2017 $ 25,464 $ (3,000) $ 587,187 $ (731,151) $ (121,500)
Balance (in shares) at Jul. 31, 2017254,635,470
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares for cash $ 1,076 1,312,423 1,313,499
Issuance of common shares for cash (in shares)10,759,380
Issuance of common shares for digital currency $ 27 1,348,893 $ 1,348,920
Issuance of common shares for digital currency (in shares)269,838 269,838
Issuance of common shares for conversion of debt $ 392 13,674,358 $ 13,674,750
Issuance of common shares for conversion of debt (shares)3,921,829
Cancellation of common shares $ (20,000)20,000
Cancellation of common shares (in shares)(200,000,000)
Other comprehensive income (loss) $ (53,996)(53,996)
Net (loss) income(13,620,308)(13,620,308)
Balance at Jul. 31, 2018 $ 6,959 (3,000)16,942,861 (14,351,459)(53,996)2,541,365
Balance (in shares) at Jul. 31, 201869,586,517
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares for cash $ 1,049 2,097,024 2,098,073
Issuance of common shares for cash (in shares)10,490,362
Issuance of common shares for digital currency $ 908 4,877,532 $ 4,878,440
Issuance of common shares for digital currency (in shares)9,078,998 9,078,998
Issuance of stock options1,061,017 $ 1,061,017
Issuance of common shares for employee compensation $ 115 10,015,559 $ 10,015,674
Issuance of common shares for employee compensation (in shares)1,156,539 1,156,539
Issuance of common shares for acquisition of properties $ 47 3,999,007 $ 3,999,054
Issuance of common shares for acquisition of properties (in shares)470,477 470,477
Cancellation of common shares $ (2)2
Cancellation of common shares (in shares)(20,000)
Other comprehensive income (loss)123,234 $ 123,234
Net (loss) income9,742,152 $ (58,368)(9,800,520)
Balance at Jul. 31, 2019 $ 9,076 $ (3,000) $ 38,993,002 $ (24,093,611) $ 69,238 $ (58,368) $ 14,916,337
Balance (in shares) at Jul. 31, 201990,762,893

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,800,520) $ (13,620,308)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation93,426 15,050
Gain on sale of digital currency(3,230,882)
Stock based compensation11,076,691
Loss on settlement of debt13,282,567
Changes in operating assets and liabilities:
Accounts receivable73,652 (368,079)
Deposit(9,780)
Inventories(162,985)
Prepaid expenses and other current assets(1,173,691)(36,650)
Deferred revenue1,761,752 20,500
Accounts payable and accrued liabilities4,040,841 214,831
Income tax payable61,215
Net cash provided by (used in) operating activities2,729,719 (492,089)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment(372,077)(152,287)
Net cash used in investing activities(372,077)(152,287)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of digital currency9,458,242
Proceeds from issuance of common stock - cash2,098,073 1,313,499
Proceeds from related parties434,355
Repayment to related party(185,307)(49,036)
Net cash provided by financing activities11,371,008 1,698,818
Effects on changes in foreign exchange rate123,234 10,130
Net increase in cash and cash equivalents13,851,884 1,064,572
Cash and cash equivalents - beginning of period1,064,672 100
Cash and cash equivalents - end of period14,916,556 1,064,672
Supplemental Cash Flow Disclosures
Cash paid for interest0 0
Cash paid for income taxes0 0
Non-Cash Investing and Financing Activity:
Cancellation of Common Stock20
Note exchanged for due to related parties152,973
Common shares issued to settle related party note payable13,674,750
Common shares issued for digital currency4,878,440 1,348,920
Common shares issued for acquisition of real property $ 3,999,054
Expenses paid by related party $ 48,679

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS12 Months Ended
Jul. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESSNOTE 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) (50:1) share currently issued and outstanding (the “Forward Split”). The Forward Split became effective in the market on September 11, 2017 following approval by the FINRA. All share amounts in this filing have been adjusted retroactively. The Company incorporated a wholly-owned subsidiary, TOGL Technology Sdn. Bhd. (“TOGL”) in Malaysia on September 26, 2017. On May 28, 2018, the Company’s wholly-owned subsidiary TOGL formed a branch office in Taiwan. The Company incorporated a wholly-owned subsidiary, PT. Toga International Indonesia (“PT Toga”) in Indonesia on November 23, 2017. The Company’s wholly-owned subsidiary TOGL 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. All share and per share information in these consolidated financial statements retroactively reflect this stock distribution.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES12 Months Ended
Jul. 31, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a July 31 fiscal year end. 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 International Indonesia. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan and Vietnam office. 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 at July 31, 2019, the Company has potentially 120,000 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. 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 July 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 is 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 July 31, 2019 and 2018, the Company had inventories of $162,985 and $NIL, respectively. 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
3 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 years ended July 31, 2019 and 2018, no impairment losses have been identified. Goodwill and Other Intangible Assets – digital currency 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. On June 24, 2019, the Company’s wholly-owned subsidiary TOGL 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 July 31, 2019, no indicators of impairment exist. No impairment loss on goodwill was recognized for the year ended July 31, 2019. 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, New Taiwan dollar and Vietnamese dong, and Indonesian rupiah are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,”
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.
Year ended
Year ended
July 31,
July 31,
2019
2018
Spot MYR: USD exchange rate
$ 0.2422
$ 0.246
Average MYR: USD exchange rate
$ 0.2421
$ 0.2489
Spot NTD: USD exchange rate
$ 0.0321
$ 0.0326
Average NTD: USD exchange rate
$ 0.0323
$ 0.033
Spot IDR: USD exchange rate
$ 0.000071
$ 0.000069
Average IDR: USD exchange rate
$ 0.000069
$ 0.000072
Spot VND: USD exchange rate
$ 0.000043
$ n/a
Average VND: USD exchange rate
$ 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. Stock-based compensation incurred for the year ended July 31, 2019 and 2018, respectively, are summarized as follows:
Year Ended
July 31,
2019
2018
Vesting of stock options issued to directors and officers
1,061,017
-
Common stock issued to related parties, employees and consultants
10,015,674
-
$ 11,076,691
$ -
Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate 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 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. Revenue Recognition In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the Standard is that recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires that companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has chosen to early adopt and apply the standards beginning in the fiscal year ended July 31, 2019 , The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. 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 when the customer confirms to the Company that all of the terms and conditions of the contract has been met. The Company derives its revenues from the follows:
- advertising using a custom-built advertising feature that matches client advertising requirements
- management fees and information technology fees The Company analyses whether gross sales, or net sales should be recorded, has control over establishing price, and has control over the related costs with earning revenues. The Company has recorded all revenues at the gross price. Cash payments received are recorded as deferred revenue until the conditions, stated above, of revenue recognition have been met, specifically all obligations have been met as specified in the related customer contract. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows:
·
Agel Enterprise International Sdn Bhd: 14%,
·
Others: 85% Concentration of Revenue by Country:
-
Malaysia (TOGL Technology Sdn. Bhd): 34%
-
Indonesia (PT. Toga International Indonesia): 63%
-
United States (Toga Limited): 3% 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 balance is related to advertising through TOGL. Accounts receivable are recorded in accordance with ASC 310, “Receivables.” As of July 31, 2019, the Company’s accounts receivable are concentrated 70% with Agel Enterprise International Sdn Bhd. As of July 31, 2019, the Company’s accounts receivable are concentrated 93% in Malaysia (TOGL Technology Sdn. Bhd) and 7% in United States (Toga Limited). Research and Development Expenses We follow ASC 730, “Research and Development,” Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” In November 2018, the FASB issued ASU No. 2018-08 “ Collaborative Arrangements” Revenue from Contracts with Customers The Company has reviewed and analyzed the above recent accounting pronouncements and notes no material impact on the financial statements as of July 31, 2019.

GOING CONCERN

GOING CONCERN12 Months Ended
Jul. 31, 2019
Going Concern [Abstract]
GOING CONCERNNOTE 3. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company, through July 31, 2019, has not yet generated net income for any fiscal year and has accumulated deficit and has incurred net losses. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is partially dependent on advances from its principal shareholders or other affiliated parties for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations. The Company did enter into a subscription agreement whereby Toga Capital agreed to purchase up to 120 million shares of the Company’s common stock at a subscription price of $0.10 per share for an aggregate purchase price of Twelve Million USD ($12,000,000); however, the fulfilment of this funding is not guaranteed. The Company has also entered into a subscription agreement with Agel Enterprises International Sdn. Bhd. (“Agel”), whereby the Company agreed to sell to Agel up to 86,142,317 shares of the Company’s common stock at a subscription price equal to five-day closing bid price for the Company’s common stock as quoted on OTCMarkets.com or on any exchange the Company’s stock is quoted on. However, this performance of this subscription agreement is at the discretion of Agel.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT12 Months Ended
Jul. 31, 2019
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENTNOTE 4. PROPERTY AND EQUIPMENT As of July 31, 2019 and 2018, the balance of property and equipment represented consisted of the followings:
July 31,
July 31,
2019
2018
Building
$ 4,019,563
$ -
Renovation
154,120
85,362
Fixtures and Furniture
69,555
38,046
Tools and Equipment
92,494
20,796
/Vehicles
163,969
-
Computer Equipment
26,256
5,798
4,525,959
150,002
Accumulated depreciation
(104,707 )
(14,296 )
$ 4,421,252
$ 135,706
Depreciation expense for the year ended July 31, 2019 and 2018 was $93,426 and $15,050, respectively. During the year ended July 31, 2019 and 2018, the Company acquired property and equipment of $4,375,957 and $152,287, respectively.

INTANGIBLE ASSET - DIGITAL CURR

INTANGIBLE ASSET - DIGITAL CURRENCY12 Months Ended
Jul. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET - DIGITAL CURRENCYNOTE 5. INTANGIBLE ASSET - DIGITAL CURRENCY During the year ended July 31, 2019, the Company issued 9,078,998 shares of common stock at $0.54 for digital currency valued at $4,878,440. During the year ended July 31, 2018, the Company issued 269,838 shares of common stock at $5.00 per share for digital currency valued at $1,348,920. During the year ended July 31, 2019, the Company sold a total of 1,200 Bitcoins, recorded as Intangible Asset - Digital Currency, for a total $9,458,242, recognizing gain on sales of digital currency of $3,230,882. As of July 31, 2019 and 2018, the Company had digital currency of $NIL and $1,348,920, respectively. Digital currencies are nonfinancial assets that lack physical substance. We believe that digital currencies meet the definition of indefinite-lived intangible assets

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS12 Months Ended
Jul. 31, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONSNOTE 6. RELATED PARTY TRANSACTIONS Notes due to related parties On September 30, 2017, the Company issued a note payable in the amount of $152,973 to Toga Capital Sdn. Bhd. (“Toga Capital”), which is partially owned by an officer and director of the Company, for repayment of amounts due to related parties of $152,973. The note is a 2% interest bearing promissory note that is payable on September 30, 2018. During the year ended July 31, 2018, the Company issued 1,533,552 shares of common stock with a fair value of $2,453,683 to repay the note payable of $152,973 and accrued interest of $383. As a result, the Company recorded a loss on settlement of debt of $2,300,327. 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 related party who is a Company’s director, of $24,126 and $24,126 as of July 31, 2019 and July 31, 2018, respectively. The amount is non-interest bearing, unsecured and due on demand. Due to related parties During the year ended July 31, 2019 and
2018, the Company borrowed a total amount of $0 and $434,355 from a related party, Toga Capital, and repaid $183,339 and $49,036, respectively. During the year ended July 31, 2019 and 2018, total expenses paid directly by a related party, Toga Capital, on behalf of the Company were $0 and $48,679, respectively. During the year ended July 31, 2019 and 2018, the Company borrowed a total amount of $0 and $0, respectively and repaid $1,968 and $0, respectively, from the Chief Executive Officer of the Company. During the year ended July 31, 2019 and 2018, the Company purchased property and equipment of $0 and $25,218 from related parties, respectively. As at July 31, 2019 and July 31, 2018, $1,083 and $186,390 is due to a related party. The amount is non-interest bearing, unsecured and due on demand. Related party compensation During the year ended July 31, 2019 and 2018, the Company incurred director’s fees of $9,000 and $0, respectively, to directors of the Company. During the year ended July 31, 2019 and 2018, the Company incurred wages of $66,000 and $NIL, respectively, to the CFO of the Company. During the year ended July 31, 2019, Company granted 120,000 stock options to Directors and CFO, valued at $1,061,017 (See Note 7). During the year ended July 31, 2019, the Company issued 113,530 common shares as stock based compensation to the CEO of the Company valued at $1,033,899.

EQUITY

EQUITY12 Months Ended
Jul. 31, 2019
Equity [Abstract]
EQUITYNOTE 7. 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 July 31, 2019 and July 31, 2018, 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 July 31, 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 Enterprise International Sdn Bhd, who is a related party, at a price of $0.02 per share.
· 9,078,998 shares of common stock issued for $4,878,440 of digital currency (see Note 4)
· 1,156,539 shares of common stock issued valued at $10,015,674 for employee compensation
· 470,477 share 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. During the year ended July 31, 2018, the Company issued 14,951,047 shares of common stock, as follows:
·
8,402,929 shares of common stock for $842,209 to Toga Capital, a company that is partially owned by an officer and director of the Company, at a price of $0.10 per share.
·
1,533,552 shares of common stock with a fair value of $2,453,683 as settlement of a note payable due to a related party of $152,973 and accrued interest of $383.
·
2,388,277 shares of common stock with a fair value of $11,221,067 as settlement of due to a related party of $238,828.
·
2,356,451 shares of common stock for $471,290 to AGEL Enterprise International Sdn Bhd, at a price of $0.20 per share.
·
269,838 shares of common stock at $5.00 per share for digital currency valued at $1,348,920 On July 6, 2018, three majority shareholders of the Company canceled a total of 2,000,000,000 shares of common stock without consideration for such cancelation. As of July 31, 2019 and 2018, 90,762,893 and 69,586,517 shares of the Company’s common stock were issued and outstanding, respectively. Stock Options 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. 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. No stock options were issued during the year ended July 31, 2018. The following assumptions were used to determine the fair value for the options granted using a Black-Scholes-Merton pricing model during the year ended July 31, 2019:
For the year ended
Fair values
$
8.46-9.22
Exercise price
$
0.20-0.40
Expected term at issuance
2years
Expected average volatility
260.11-300.53
%
Expected dividend yield

Risk-free interest rate
2.31-2.56
% A summary of the change in stock options outstanding for the 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
1.75
Options expired
-
-
-
-
Options exercised
-
-
-
-
Balance – July 31, 2019
120,000
$ 0.30
$$8.84
1.75

INCOME TAXES

INCOME TAXES12 Months Ended
Jul. 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAXESNOTE 8. INCOME TAXES The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any income tax liabilities due to accumulated net losses. We operate in various tax jurisdictions, and accordingly, our income is subject to varying rates of tax. For the fiscal year ended July 31, 2019, no taxable income was generated. All tax years since inception are open for review. The Company had a net loss of $9,800,520 for the year ended July 31, 2019 and $13,620,308 for the same period in 2018. As of July 31, 2019, the Company’s net operating loss carry forward was approximately $3,000,000, which will begin to expire in year 2036. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended July 31, 2018. The Company’s financial statements for the year ended July 31, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21%, Malaysia’s corporate tax rate of 24%, Indonesia’s corporate tax rate of 25% as well as other changes. The components of income tax expense benefit are as follows:
Years Ended
July 31,
2019
2018
US Federal
$ -
$ -
State
-
-
Foreign taxes
-
-
Total
$ -
$ -
The reconciliation of income tax expense at the blended U.S. statutory rate of 21%, to the Company’s effective tax rate is as follows:
Years Ended
July
31,
2019
2018
Federal income tax benefit attributable to:
Net loss (benefit) at Federal Statutory rate (21% for 2019)
$ 2,707,198
$ 3,677,000
Non-deductible expenses
(2,326,105 )
(3,586,000 )
Foreign taxes
(61,215 )
-
State taxes
-
-
Effect of change in statutory rate
-
(98,200 )
Change in valuation allowance
(319,878 )
7,200
Total tax provision
$ -
$ -
There were no significant foreign tax losses or income to date. The significant components of deferred tax assets are as follows:
July 31,
July 31,
2019
2018
Net operating loss carryforwards at tax rates in effect at period end
$ 546,478
$ 226,600
Less: valuation allowance
(546,478 )
(226,600 )
Total deferred tax asset
$ -
$ -

OTHER INCOME

OTHER INCOME12 Months Ended
Jul. 31, 2019
Other Income and Expenses [Abstract]
OTHER INCOMENOTE 9. OTHER INCOME Other income for the year ended July 31, 2019 was $0, and $205,748 for the year ended July 31, 2018. Other income of $205,748 for the year ended July 31, 2018 was generated through real estate commissions.

SEGEMENTED DISCLOSURE

SEGEMENTED DISCLOSURE12 Months Ended
Jul. 31, 2019
Segment Reporting [Abstract]
SEGEMENTED DISCLOSURENOTE 10. SEGEMENTED DISCLOSURE The following table shows operating activities information by geographic segment for the year ended July 31, 2019 and 2018:
Year Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Revenue
$ 240,000
$ 1,356,336
$ 1,673,781
$ -
$ 5,577,810
$ 8,847,927
Cost of goods sold
-
524,507
1,251,514
-
4,081,785
5,857,806
Gross profit
240,000
831,829
422,267
-
1,496,025
2,990,121
OPERATING EXPENSES
General and administrative expenses
11,805,611
2,605,729
348,441
8,738
204,006
14,972,525
Research and development
-
815,589
-
-
-
815,589
Depreciation
-
73,330
6,910
-
13,186
93,426
Total Operating Expenses
11,805,611
3,494,648
355,351
8,738
217,192
15,881,540
LOSS FROM OPERATIONS
(11,565,611 )
(2,662,819 )
66,916
(8,738 )
1,278,833
(12,891,419 )
OTHER INCOME (EXPENSE)
3,232,266
9,917
653
41
3,542
3,246,419
Loss before Income Taxes
(8,333,345 )
(2,652,902 )
67,569
(8,697 )
1,282,375
(9,645,000 )
Income Tax Provision
-
(155,520 )
-
-
-
(155,520 )
Net Loss
$ (8,333,345 )
$ (2,808,422 )
$ 67,569
$ (8,697 )
$ 1,282,375
$ (9,800,520 ) During the year ended July 31, 2019, our Indonesian entities generated advertising revenue through the social media apps. During the year ended July 31, 2019, our Malaysian entities generated advertising revenue and information technology fee revenue and management fee revenue from Agel Enterprise International Sdn Bhd. During the year ended July 31, 2019, our Taiwan entity generated revenue through the social media apps. During the year ended July 31, 2019, our USA parent company recognized management fee revenue from related company Agel Enterprise International Sdn Bhd. During the year ended July 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. During the year ended July 31, 2019, our USA parent company incurred stock based compensation from the issuance of shares of common stock for employee compensation. During the year ended July 31, 2019, our Malaysian entity incurred research and development expenses. During the year ended July 31, 2019, our USA parent company incurred other income from gain on sale of intangible assets.
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Revenue
$ -
$ 1,225,149
$ 29,346
$ -
$ 1,254,495
Cost of goods sold
-
137,282
2,087
-
139,369
Gross profit
-
1,087,867
27,259
-
1,115,126
OPERATING EXPENSES
General and administrative expenses
642,998
819,439
25,532
68,540
1,556,509
Research and development
-
86,674
-
-
86,674
Depreciation
-
7,621
866
6,563
15,050
Total Operating Expenses
642,998
913,734
26,398
75,103
1,658,233
LOSS FROM OPERATIONS
(642,998 )
174,133
861
(75,103 )
(543,107 )
OTHER INCOME (EXPENSE)
(13,270,449 )
133,248
-
-
(13,077,201 )
Loss before Income Taxes
(13,853,447 )
307,381
861
(75,103 )
(13,620,308 )
Income Tax Provision
-
-
-
-
-
Net Loss
$ (13,853,447 )
$ 307,381
$ 861
$ (75,103 )
$ (13,620,308 ) During the year ended July 31, 2018, our Malaysian entity generated advertising revenue and information technology fee revenue and management fee revenue of from Agel Enterprise International Sdn Bhd. During the year ended July 31, 2018, our USA parent company recognized management fee revenue from Agel Enterprise International Sdn Bhd. During the year ended July 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. During the year ended July 31, 2018, our USA parent company incurred other expenses mainly related to loss on settlement of debt. The following table shows assets information by geographic segment at July 31, 2019 and 2018:
Year Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Current assets
$ 9,618,099
$ 1,874,078
$ 1,016,412
$ 35,531
$ 4,029,336
$ 16,573,456
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
$ 4,075,189
$ 21,006,426
As of July 31, 2019, our USA parent company has current assets of $8.6 million 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 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 Taiwan entity has current assets of $1.0 million 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 $4.0 million primarily includes cash and cash equivalents of $2.8 million, inventory of $507,000 and prepaid expenses of $431,000. 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.
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Current assets
$ 333,098
$ 722,354
$ 375,179
$ 27,917
$ 1,458,548
Property and equipment
-
86,073
10,294
39,339
135,706
Intangible asset - digital currency
1,348,920
-
-
-
1,348,920
Deposit
-
9,780
-
-
9,780
Total assets
$ 1,682,018
$ 818,207
$ 385,473
$ 67,256
$ 2,952,954
As of July 31, 2018, our USA parent company has current assets of $333,000 primarily includes cash and cash equivalents of $313,000. As of July 31, 2018, our Malaysian entity has current assets of $722,000 primarily includes cash and cash equivalents of $445,000 and accounts receivable of $344,000. As of July 31, 2018, our Taiwan entity has current assets of $357,000 primarily includes cash and cash equivalent of $306,000. As of July 31, 2018, our USA parent company had intangible assets valued at $1.3 million.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS12 Months Ended
Jul. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE 11. SUBSEQUENT EVENTS On September 9, 2019, the Company issued 20,000 shares of common stock to Agel Enterprises. This issuance was to correct a transaction where 20,000 shares were transferred to certain shareholders by Agel and subsequently cancelled by Agel. The shares should have been returned to Agel but were inadvertently returned to the Company. As of September 6, 2019, the Company moved it U.S.–based headquarters from Las Vegas, Nevada to Irvine, California. The Company has leased an office at 2757 McCabe Way, Suite 100, Irvine, California 92614. As of October 1, 2019, the Company was approved and upgraded to OTCQX Best Market. 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. On June 11, 2019, 24,614 common shares were issued to employees through a clerical errors. Subsequent to July 31, 2019, the shares were cancelled. The Company has evaluated subsequent
events from July 31, 2019 through the date these financial statements were issued and determined there are no additional events requiring disclosure.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)12 Months Ended
Jul. 31, 2019
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a July 31 fiscal year end.
Basis of ConsolidationBasis 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 International Indonesia. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan and Vietnam office.
Use of EstimatesUse 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 EquivalentsCash 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 ShareBasic 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 at July 31, 2019, the Company has potentially 120,000 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.
Software DevelopmentSoftware 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 July 31, 2019, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization.
InventoriesInventories 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 is 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 July 31, 2019 and 2018, the Company had inventories of $162,985 and $NIL, respectively.
Equipment and FurnitureEquipment 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
3 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 years ended July 31, 2019 and 2018, no impairment losses have been identified.
Goodwill and Other Intangible Assets - digital currencyGoodwill and Other Intangible Assets – digital currency 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. On June 24, 2019, the Company’s wholly-owned subsidiary TOGL 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 July 31, 2019, no indicators of impairment exist. No impairment loss on goodwill was recognized for the year ended July 31, 2019.
Foreign Currency TranslationsForeign 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, New Taiwan dollar and Vietnamese dong, and Indonesian rupiah are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,”
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.
Year ended
Year ended
July 31,
July 31,
2019
2018
Spot MYR: USD exchange rate
$ 0.2422
$ 0.246
Average MYR: USD exchange rate
$ 0.2421
$ 0.2489
Spot NTD: USD exchange rate
$ 0.0321
$ 0.0326
Average NTD: USD exchange rate
$ 0.0323
$ 0.033
Spot IDR: USD exchange rate
$ 0.000071
$ 0.000069
Average IDR: USD exchange rate
$ 0.000069
$ 0.000072
Spot VND: USD exchange rate
$ 0.000043
$ n/a
Average VND: USD exchange rate
$ 0.000043
$ n/a
Stock-based CompensationStock-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. Stock-based compensation incurred for the year ended July 31, 2019 and 2018, respectively, are summarized as follows:
Year Ended
July 31,
2019
2018
Vesting of stock options issued to directors and officers
1,061,017
-
Common stock issued to related parties, employees and consultants
10,015,674
-
$ 11,076,691
$ -
Fair ValueFair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate fair value because of the short-term nature of these
items.
Related Party Balances and TransactionsRelated Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures
Income TaxesIncome 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.
Revenue RecognitionRevenue Recognition In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the Standard is that recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires that companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has chosen to early adopt and apply the standards beginning in the fiscal year ended July 31, 2019 , The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. 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 when the customer confirms to the Company that all of the terms and conditions of the contract has been met. The Company derives its revenues from the follows:
- advertising using a custom-built advertising feature that matches client advertising requirements
- management fees and information technology fees The Company analyses whether gross sales, or net sales should be recorded, has control over establishing price, and has control over the related costs with earning revenues. The Company has recorded all revenues at the gross price. Cash payments received are recorded as deferred revenue until the conditions, stated above, of revenue recognition have been met, specifically all obligations have been met as specified in the related customer contract. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows:
·
Agel Enterprise International Sdn Bhd: 14%,
·
Others: 85% Concentration of Revenue by Country:
-
Malaysia (TOGL Technology Sdn. Bhd): 34%
-
Indonesia (PT. Toga International Indonesia): 63%
-
United States (Toga Limited): 3% 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 ReceivableAccounts Receivable The Company’s accounts receivable balance is related to advertising through TOGL. Accounts receivable are recorded in accordance with ASC 310, “Receivables.” As of July 31, 2019, the Company’s accounts receivable are concentrated 70% with Agel Enterprise International Sdn Bhd. As of July 31, 2019, the Company’s accounts receivable are concentrated 93% in Malaysia (TOGL Technology Sdn. Bhd) and 7% in United States (Toga Limited).
Research and Development ExpensesResearch and Development Expenses We follow ASC 730, “Research and Development,”
Recent Accounting PronouncementsRecent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” In November 2018, the FASB issued ASU No. 2018-08 “ Collaborative Arrangements” Revenue from Contracts with Customers The Company has reviewed and analyzed the above recent accounting pronouncements and notes no material impact on the financial statements as of July 31, 2019.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)12 Months Ended
Jul. 31, 2019
Accounting Policies [Abstract]
Schedule of inventories July 31, 2019 July 31, 2018 Finished Inventory 165,387 - $ 165,387 $ -
Schedule of estimated useful lives of assets20 years Renovation 3 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
Schedule of foreign currency translations Year ended Year ended July 31, July 31, 2019 2018 Spot MYR: USD exchange rate $ 0.2422 $ 0.246 Average MYR: USD exchange rate $ 0.2421 $ 0.2489 Spot NTD: USD exchange rate $ 0.0321 $ 0.0326 Average NTD: USD exchange rate $ 0.0323 $ 0.033 Spot IDR: USD exchange rate $ 0.000071 $ 0.000069 Average IDR: USD exchange rate $ 0.000069 $ 0.000072 Spot VND: USD exchange rate $ 0.000043 $ n/a Average VND: USD exchange rate $ 0.000043 $ n/a
Schedule of Stock-based CompensationYear Ended
July 31,
2019
2018
Vesting of stock options issued to directors and officers
$ 1,061,017
$ -
Common stock issued to related parties, employees and consultants
10,015,674
-
$ 11,076,691
$ -

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)12 Months Ended
Jul. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of balance of property and equipmentJuly 31,
July 31,
2019
2018
Building
$ 4,019,563
$ -
Renovation
154,120
85,362
Fixtures and Furniture
69,555
38,046
Tools and Equipment
92,494
20,796
/Vehicles
163,969
-
Computer Equipment
26,256
5,798
4,525,959
150,002
Accumulated
depreciation
(104,707 )
(14,296 )
$ 4,421,252
$ 135,706

EQUITY (Tables)

EQUITY (Tables)12 Months Ended
Jul. 31, 2019
Equity [Abstract]
Schedule of fair value for options granted using Black-Scholes-Merton pricing modelFor the year ended
Fair values
$
8.46-9.22
Exercise price
$
0.20-0.40
Expected term at issuance
2years
Expected average volatility
260.11-300.53
%
Expected dividend yield

Risk-free interest rate
2.31-2.56
%
schedule of change in stock options outstandingAverage
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
1.75
Options expired
-
-
-
-
Options exercised
-
-
-
-
Balance – July 31, 2019
120,000
$ 0.30
$$8.84
1.75

INCOME TAXES (Tables)

INCOME TAXES (Tables)12 Months Ended
Jul. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of components of income tax expense benefit Years Ended July 31, 2019 2018 US Federal $ - $ - State - - Foreign taxes - - Total $ - $ -
Schedule of provision for income taxesYears Ended
July 31,
2019
2018
Federal income tax benefit attributable to:
Net loss (benefit) at Federal Statutory rate (21% for 2019)
$ 2,707,198
$ 3,677,000
Non-deductible expenses
(2,326,105 )
(3,586,000 )
Foreign taxes
(61,215 )
-
State taxes
-
-
Effect of change in statutory rate
-
(98,200 )
Change in valuation allowance
(319,878 )
7,200
Total tax provision
$ -
$ -
Schedule of components of net deferred tax assetsJuly 31,
July 31,
2019
2018
Net operating loss carryforwards at tax rates in effect at period end
$ 546,478
$ 226,600
Less: valuation allowance
(546,478 )
(226,600 )
Total deferred tax asset
$ -
$ -

SEGEMENTED DISCLOSURE (Tables)

SEGEMENTED DISCLOSURE (Tables)12 Months Ended
Jul. 31, 2019
Segment Reporting [Abstract]
Schedule of operating activities by geographic segmentYear Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Revenue
$ 240,000
$ 1,356,336
$ 1,673,781
$ -
$ 5,577,810
$ 8,847,927
Cost of goods sold
-
524,507
1,251,514
-
4,081,785
5,857,806
Gross profit
240,000
831,829
422,267
-
1,496,025
2,990,121
OPERATING EXPENSES
General and administrative expenses
11,805,611
2,605,729
348,441
8,738
204,006
14,972,525
Research and development
-
815,589
-
-
-
815,589
Depreciation
-
73,330
6,910
-
13,186
93,426
Total Operating Expenses
11,805,611
3,494,648
355,351
8,738
217,192
15,881,540
LOSS FROM OPERATIONS
(11,565,611 )
(2,662,819 )
66,916
(8,738 )
1,278,833
(12,891,419 )
OTHER INCOME (EXPENSE)
3,232,266
9,917
653
41
3,542
3,246,419
Loss before Income Taxes
(8,333,345 )
(2,652,902 )
67,569
(8,697 )
1,282,375
(9,645,000 )
Income Tax Provision
-
(155,520 )
-
-
-
(155,520 )
Net Loss
$ (8,333,345 )
$ (2,808,422 )
$ 67,569
$ (8,697 )
$ 1,282,375
$ (9,800,520 )
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Revenue
$ -
$ 1,225,149
$ 29,346
$ -
$ 1,254,495
Cost of goods sold
-
137,282
2,087
-
139,369
Gross profit
-
1,087,867
27,259
-
1,115,126
OPERATING EXPENSES
General and administrative expenses
642,998
819,439
25,532
68,540
1,556,509
Research and development
-
86,674
-
-
86,674
Depreciation
-
7,621
866
6,563
15,050
Total Operating Expenses
642,998
913,734
26,398
75,103
1,658,233
LOSS FROM OPERATIONS
(642,998 )
174,133
861
(75,103 )
(543,107 )
OTHER INCOME (EXPENSE)
(13,270,449 )
133,248
-
-
(13,077,201 )
Loss before Income Taxes
(13,853,447 )
307,381
861
(75,103 )
(13,620,308 )
Income Tax Provision
-
-
-
-
-
Net Loss
$ (13,853,447 )
$ 307,381
$ 861
$ (75,103 )
$ (13,620,308 )
Schedule of assets by geographic segmentYear Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Current assets
$ 9,618,099
$ 1,874,078
$ 1,016,412
$ 35,531
$ 4,029,336
$ 16,573,456
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
$ 4,075,189
$ 21,006,426
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Current assets
$ 333,098
$ 722,354
$ 375,179
$ 27,917
$ 1,458,548
Property and equipment
-
86,073
10,294
39,339
135,706
Intangible asset - digital currency
1,348,920
-
-
-
1,348,920
Deposit
-
9,780
-
-
9,780
Total assets
$ 1,682,018
$ 818,207
$ 385,473
$ 67,256
$ 2,952,954

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - sharesMay 08, 2019May 07, 2019Jun. 10, 2017Jun. 13, 2016Jul. 31, 2019Jun. 24, 2019May 24, 2019Jul. 31, 2018Jun. 09, 2017
Schedule Of Equity [Line Items]
Number of stock issued1,000,000,000 10,000,000,000
Common stock, shares authorized10,000,000,000 10,000,000,000 10,000,000,000 100,000,000
Forward splitten (10) shares for every one (1) share held ("10-1 Reverse Split")forward split at the rate of fifty (50) shares for every one (1) (50:1)
WGS Discovery Tours & Travel
Schedule Of Equity [Line Items]
Ownership percentage100.00%
PT TOGL Technology
Schedule Of Equity [Line Items]
Ownership percentage67.00%
Subsequent event
Schedule Of Equity [Line Items]
Number of stock issued253,039
President and Chief Executive Officer
Schedule Of Equity [Line Items]
Number of stock issued13,869,150

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)12 Months Ended
Jul. 31, 2019
Building
Property, Plant and Equipment [Line Items]
Assets estimated useful lives20 years
Renovation | Minimum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives3 years
Renovation | Maximum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives5 years
Fixtures and Furniture | Minimum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives4 years
Fixtures and Furniture | Maximum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives5 years
Tools and Equipment | Minimum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives4 years
Tools and Equipment | Maximum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives5 years
Vehicles | Minimum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives3 years
Vehicles | Maximum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives5 years
Computer Equipment | Minimum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives4 years
Computer Equipment | Maximum
Property, Plant and Equipment [Line Items]
Assets estimated useful lives5 years

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)Jul. 31, 2019Jul. 31, 2018
MYR
Summary Of Significant Accounting Policies [Line Items]
Spot rate: USD exchange rate0.2422 0.246
Average rate: USD exchange rate0.2421 0.2489
NTD
Summary Of Significant Accounting Policies [Line Items]
Spot rate: USD exchange rate0.0321 0.0326
Average rate: USD exchange rate0.0323 0.033
IDR
Summary Of Significant Accounting Policies [Line Items]
Spot rate: USD exchange rate0.000071 0.000069
Average rate: USD exchange rate0.000069 0.000072
VND
Summary Of Significant Accounting Policies [Line Items]
Spot rate: USD exchange rate0.000043
Average rate: USD exchange rate0.000043

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based Compensation $ 11,076,691
Directors and officers
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based Compensation1,061,017 $ 0
Employees and consultants
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based Compensation $ 10,015,674 $ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($)1 Months Ended12 Months Ended
Jun. 24, 2019Jul. 31, 2019
Summary Of Significant Accounting Policies [Line Items]
Dilutive securities from outstanding stock options excluded from diluted net loss per common share120,000
WGS Discovery Tours & Travel in Malaysia generated goodwill $ 11,718
Malaysia (TOGL Technology Sdn. Bhd)
Summary Of Significant Accounting Policies [Line Items]
WGS Discovery Tours & Travel in Malaysia generated goodwill $ 11,718
Concentration of revenue34.00%
Accounts receivable percentage93.00%
Malaysia (TOGL Technology Sdn. Bhd) | WGS Discovery Tours & Travel
Summary Of Significant Accounting Policies [Line Items]
Percentages held in subsidiary100.00%
Indonesia (PT Toga International Indonesia)
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue63.00%
United States (Toga Limited)
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue3.00%
Accounts receivable percentage7.00%
Agel Enterprise International Sdn Bhd ("Agel")
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue14.00%
Accounts receivable percentage70.00%
Others
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue85.00%

GOING CONCERN (Detail Textuals)

GOING CONCERN (Detail Textuals) - USD ($)May 08, 2019May 07, 2019Jul. 31, 2019Jul. 31, 2018
Substantial Doubt About Going Concern [Line Items]
Number of stock issued1,000,000,000 10,000,000,000
Toga Capital
Substantial Doubt About Going Concern [Line Items]
Number of stock issued86,142,317
Subscription price per share $ 0.10
Subscription agreement | Toga Capital
Substantial Doubt About Going Concern [Line Items]
Number of stock issued120,000,000
Subscription price per share $ 0.10
Aggregate purchase price of common stock shares issued $ 12,000,000
Subscription agreement | Agel Enterprise International Sdn Bhd ("Agel")
Substantial Doubt About Going Concern [Line Items]
Number of stock issued107,675,242
Subscription price per share $ 0.20
Aggregate purchase price of common stock shares issued $ 21,535,048

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)Jul. 31, 2019Jul. 31, 2018
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross $ 4,525,959 $ 150,002
Accumulated depreciation(104,707)(14,296)
Total4,421,252 135,706
Building
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross4,019,563 0
Renovation
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross154,120 85,362
Fixtures and Furniture
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross69,555 38,046
Tools and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross92,494 20,796
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross163,969 0
Computer Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross $ 26,256 $ 5,798

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Textuals) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation $ 93,426 $ 15,050
Acquired property and equipment in cash $ 4,375,957 $ 152,287

INTANGIBLE ASSET - DIGITAL CU_2

INTANGIBLE ASSET - DIGITAL CURRENCY (Detail Textuals)12 Months Ended
Jul. 31, 2019USD ($)Bitcoin$ / sharessharesJul. 31, 2018USD ($)$ / sharesshares
Goodwill and Intangible Assets Disclosure [Abstract]
Number of common stock for digital currency | shares9,078,998 269,838
Share price | $ / shares $ 0.54 $ 5
Amount of stock issued for digital currency $ 4,878,440 $ 1,348,920
Number of bitcoins sold | Bitcoin1,200
Proceed from sale of digital currency $ 9,458,242
Gain on sales of digital currency $ 3,230,882
Intangible asset - digital currency $ 1,348,920

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)1 Months Ended12 Months Ended
Sep. 30, 2017Jul. 31, 2019Jul. 31, 2018
Related Party Transaction [Line Items]
Total Revenue $ 8,847,927 $ 1,254,495
Revenue from related party1,330,814
Accounts receivable, net294,266 367,918
Notes due to related parties24,126 24,126
Due to related party1,083 186,390
Repayment to related party note $ 185,307 49,036
Loss on settlement of debt $ (13,282,567)
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock subscribed $ 3,000 $ 3,000
Purchase of property and equipment from related party0 25,218
Directors fees9,000 0
Wages to CFO66,000
Amount stock options granted to CFO $ 120,000
Amount of stock options granted to Directors and CFO1,061,017
Toga Capital
Related Party Transaction [Line Items]
Notes payable $ 152,973
Interest rate2.00%
Notes payable, maturity dateSep. 30,
2018
Amount borrowed from related party debt $ 0 434,355
Repayment to related party note183,339 1,055,333
Expenses paid by related party0 48,679
Agel Enterprise International Sdn Bhd ("Agel")
Related Party Transaction [Line Items]
Revenue from related party1,330,814
Chief Executive Officer
Related Party Transaction [Line Items]
Amount borrowed from related party debt0 0
Repayment to related party note $ 1,968 0
Common stock convertible shares issued, shares113,530
Common stock convertible shares issued, value $ 1,033,899
Common stock
Related Party Transaction [Line Items]
Due to related party $ 238,828
Common stock convertible shares issued, shares2,388,277
Common stock convertible shares issued, value $ 11,221,067
Common stock | Toga Capital
Related Party Transaction [Line Items]
Common stock convertible shares issued, shares1,533,552
Common stock convertible shares issued, value $ 2,453,683
Repayment of notes payable152,973
Accrued interest on note payable383
Loss on settlement of debt2,300,327
Non-interest bearing demand loans | Director
Related Party Transaction [Line Items]
Notes due to related parties $ 24,126 $ 24,126

EQUITY (Details)

EQUITY (Details)12 Months Ended
Jul. 31, 2019USD ($)Per_SharePercent
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values | $ $ 8.46
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values | $ $ 9.22
Exercise price | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input | Per_Share0.20
Exercise price | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input | Per_Share0.40
Expected term at issuance
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term2 years
Expected average volatility | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input260.11
Expected average volatility | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input300.53
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input | Per_Share0
Risk-free interest rate | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input2.31
Risk-free interest rate | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input2.56

EQUITY (Details 1)

EQUITY (Details 1) - $ / shares12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Options Outstanding
Balance0
Options issued120,000
Options expired0
Options exercised0
Balance120,000 0
Weighted Average Exercise Price
Balance $ 0
Options issued0.30
Options expired0
Options exercised0
Balance0.30 $ 0
Weighted Average Grant Date Fair Value, Options issued $ 8.84
Weighted Average Grant Date Fair Value $ 8.84
Average Remaining Contractual Life (Years), Options issued2 years
Average Remaining Contractual Life (Years)1 year 9 months

EQUITY (Detail Textuals)

EQUITY (Detail Textuals) - USD ($)May 08, 2019May 07, 2019Jun. 10, 2017Oct. 29, 2018Jul. 31, 2019Jul. 31, 2018Jun. 09, 2017
Equity [Line Items]
Preferred stock, shares authorized20,000,000 20,000,000
Preferred stock par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares issued0 0
Preferred stock, shares outstanding0 0
Common stock, shares authorized10,000,000,000 10,000,000,000 10,000,000,000 100,000,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Forward split, descriptionten (10) shares for every one (1) share held ("10-1 Reverse Split")forward split at the rate of fifty (50) shares for every one (1) (50:1)
Number of stock issued1,000,000,000 10,000,000,000
Number of common stock for digital currency9,078,998 269,838
Common stock, shares issued90,762,893 69,586,517
Common stock, shares outstanding90,762,893 69,586,517
Issuance of common shares for digital currency $ 4,878,440 $ 1,348,920
Common stock issued for employee compensation1,156,539
Value of common stock issued for employee compensation $ 10,015,674
Issuance of common shares for acquisition of properties $ 3,999,054
Issuance of common shares for acquisition of properties (in shares)470,477
Cancellation of common shares (in shares)20,000
Amount stock options granted to CFO $ 120,000
Number of options granted to CFO1,061,017
Due to related party $ 1,083 $ 186,390
Exercise price $ 5
Common stock
Equity [Line Items]
Number of stock issued21,196,376 14,951,047
Number of common stock for digital currency9,078,998 269,838
Issuance of common shares for digital currency $ 908 $ 27
Common stock issued for employee compensation1,156,539
Value of common stock issued for employee compensation $ 115
Issuance of common shares for acquisition of properties $ 47
Issuance of common shares for acquisition of properties (in shares)470,477
Cancellation of common shares (in shares)20,000 200,000,000
Common stock convertible shares issued, shares2,388,277
Common stock convertible shares issued, value $ 11,221,067
Due to related party $ 238,828
Option One
Equity [Line Items]
Amount stock options granted to CFO $ 60,000
Exercise price $ 0.20
Option Two
Equity [Line Items]
Amount stock options granted to CFO $ 60,000
Exercise price $ 0.40
Toga Capital
Equity [Line Items]
Number of stock issued86,142,317
Value of common stock issued $ 842,209
Share price per share $ 0.10
Toga Capital | Common stock
Equity [Line Items]
Common stock convertible shares issued, shares1,533,552
Common stock convertible shares issued, value $ 2,453,683
Repayment of notes payable152,973
Accrued interest on note payable $ 383
AGEL Enterprise International Sdn Bhd
Equity [Line Items]
Number of stock issued10,490,362 2,356,451
Value of common stock issued $ 2,098,073 $ 471,290
Share price per share $ 0.02 $ 0.20

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Income Tax Disclosure [Abstract]
US Federal $ 0 $ 0
State0 0
Foreign taxes0 0
Total $ 155,520 $ 0

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Federal income tax benefit attributable to:
Net loss (benefit) at Federal Statutory rate (35% for 2017) $ 2,707,198 $ 3,677,000
Non-deductible expenses, including losses on debt settlement(2,326,105)(3,586,000)
Foreign taxes(61,215)0
State taxes0 0
Effect of change in statutory rate0 (98,200)
Change in valuation allowance(319,878)(7,200)
Total tax provision $ 155,520 $ 0

INCOME TAXES (Details 2)

INCOME TAXES (Details 2) - USD ($)Jul. 31, 2019Jul. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforwards at tax rates in effect at period end $ 546,478 $ 226,600
Less: valuation allowance(546,478)(226,600)
Total deferred tax asset $ 0 $ 0

INCOME TAXES (Detail Textuals)

INCOME TAXES (Detail Textuals) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Operating Loss Carryforwards [Line Items]
Net loss $ (9,800,520) $ (13,620,308)
Net operating loss carry forward $ 3,000,000
MALAYSIA
Operating Loss Carryforwards [Line Items]
Corporate tax rate24.00%
INDONESIA
Operating Loss Carryforwards [Line Items]
Corporate tax rate25.00%
Earliest tax year
Operating Loss Carryforwards [Line Items]
Corporate tax rate35.00%
Latest tax year
Operating Loss Carryforwards [Line Items]
Corporate tax rate21.00%

OTHER INCOME (Detail Textuals)

OTHER INCOME (Detail Textuals) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Other Income and Expenses [Abstract]
Other income $ 0 $ 205,748
Amount of commission from real estate $ 205,748

SEGEMENTED DISCLOSURE (Details)

SEGEMENTED DISCLOSURE (Details) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Revenue $ 8,847,927 $ 1,254,495
Cost of goods sold5,857,806 139,369
Gross profit2,990,121 1,115,126
OPERATING EXPENSES
General and administrative expenses14,972,525 1,556,509
Research and development815,589 86,674
Depreciation93,426 15,050
Total Operating Expenses15,881,540 1,658,233
LOSS FROM OPERATIONS(12,891,419)(543,107)
OTHER INCOME (EXPENSE)3,246,419 (13,077,201)
Gain (Loss) before Income Taxes(9,645,000)(13,620,308)
Income Tax Provision(155,520)0
Net Loss(9,800,520)(13,620,308)
USA
Revenue240,000 0
Cost of goods sold0 0
Gross profit240,000 0
OPERATING EXPENSES
General and administrative expenses11,805,611 642,998
Research and development0 0
Depreciation0 0
Total Operating Expenses11,805,611 642,998
LOSS FROM OPERATIONS(11,565,611)(642,998)
OTHER INCOME (EXPENSE)3,232,306 (13,270,449)
Gain (Loss) before Income Taxes(8,333,305)(13,853,447)
Income Tax Provision0 0
Net Loss(8,333,305)(13,853,447)
Malaysia
Revenue1,356,336 1,225,149
Cost of goods sold524,507 137,282
Gross profit831,829 1,087,867
OPERATING EXPENSES
General and administrative expenses2,605,729 819,439
Research and development815,589 86,674
Depreciation73,330 7,621
Total Operating Expenses3,494,648 913,734
LOSS FROM OPERATIONS(2,662,819)174,133
OTHER INCOME (EXPENSE)9,917 133,248
Gain (Loss) before Income Taxes(2,652,902)307,381
Income Tax Provision(155,520)0
Net Loss(2,808,422)307,381
Taiwan
Revenue1,673,781 29,346
Cost of goods sold1,251,514 2,087
Gross profit422,267 27,259
OPERATING EXPENSES
General and administrative expenses348,441 25,532
Research and development0 0
Depreciation6,910 866
Total Operating Expenses355,351 26,398
LOSS FROM OPERATIONS66,916 861
OTHER INCOME (EXPENSE)653 0
Gain (Loss) before Income Taxes67,569 861
Income Tax Provision0 0
Net Loss67,569 861
Vietnam
Revenue0
Cost of goods sold0
Gross profit0
OPERATING EXPENSES
General and administrative expenses8,738
Research and development0
Depreciation0
Total Operating Expenses8,738
LOSS FROM OPERATIONS(8,738)
OTHER INCOME (EXPENSE)41
Gain (Loss) before Income Taxes(8,697)
Income Tax Provision0
Net Loss(8,697)
Indonesia
Revenue5,577,810 0
Cost of goods sold4,081,785 0
Gross profit1,496,025 0
OPERATING EXPENSES
General and administrative expenses204,006 68,540
Research and development0 0
Depreciation13,186 6,563
Total Operating Expenses217,192 75,103
LOSS FROM OPERATIONS1,278,833 (75,103)
OTHER INCOME (EXPENSE)3,542 0
Gain (Loss) before Income Taxes1,282,375 (75,103)
Income Tax Provision0 0
Net Loss $ 1,282,375 $ (75,103)

SEGEMENTED DISCLOSURE (Details

SEGEMENTED DISCLOSURE (Details 1) - USD ($)Jul. 31, 2019Jul. 31, 2018
Current assets $ 16,573,456 $ 1,458,548
Property and equipment, net4,421,252 135,706
Intangible asset - digital currency1,348,920
Intangible asset - goodwill11,718
Deposit9,780
Total assets21,006,426 2,952,954
USA
Current assets9,618,099 333,099
Property and equipment, net0 0
Intangible asset - digital currency0 1,348,920
Intangible asset - goodwill0
Deposit0 0
Total assets9,618,099 1,682,018
Malaysia
Current assets1,876,043 722,354
Property and equipment, net4,357,147 86,073
Intangible asset - digital currency0 0
Intangible asset - goodwill11,718
Deposit0 9,780
Total assets6,244,907 818,207
Taiwan
Current assets1,016,412 375,179
Property and equipment, net18,251 10,294
Intangible asset - digital currency0 0
Intangible asset - goodwill0
Deposit0 0
Total assets1,034,663 385,473
Vietnam
Current assets35,531
Property and equipment, net0
Intangible asset - digital currency0
Intangible asset - goodwill0
Deposit0
Total assets35,531
Indonesia
Current assets4,029,336 27,917
Property and equipment, net45,853 39,339
Intangible asset - digital currency0 0
Intangible asset - goodwill0
Deposit0 0
Total assets $ 4,075,189 $ 67,255

SEGEMENTED DISCLOSURE (Detail T

SEGEMENTED DISCLOSURE (Detail Textuals) - USD ($)Jul. 31, 2019Jul. 31, 2018Jul. 31, 2017
Current assets $ 16,573,456 $ 1,458,548
Cash and cash equivalents14,916,556 1,064,672 $ 100
Inventories162,985
Prepaid expenses1,199,649 25,958
Accounts receivable294,266 367,918
Property and equipment, net4,421,252 135,706
Intangible assets1,348,920
USA
Current assets9,618,099 333,099
Cash and cash equivalents9,500,000 313,000
Property and equipment, net0 0
Intangible assets0 1,348,920
Malaysia
Current assets1,876,043 722,354
Cash and cash equivalents1,200,000 445,000
Prepaid expenses222,000
Accounts receivable194,000 344,000
Property and equipment, net4,357,147 86,073
Land and building4,000,000
Automobile151,000
Leasehold improvement109,000
Tolls and equipment64,000
Intangible assets0 0
Taiwan
Current assets1,016,412 375,179
Cash and cash equivalents820,000 306,000
Inventories140,000
Property and equipment, net18,251 10,294
Intangible assets0 0
Vietnam
Current assets35,531
Property and equipment, net0
Intangible assets0
Indonesia
Current assets4,029,336 27,917
Cash and cash equivalents2,800,000
Inventories507,000
Prepaid expenses431,000
Property and equipment, net45,853 39,339
Intangible assets $ 0 $ 0

SUBSEQUENT EVENTS (Detail Textu

SUBSEQUENT EVENTS (Detail Textuals) - sharesSep. 09, 2019May 08, 2019May 07, 2019Jul. 31, 2019Jul. 31, 2018
Subsequent Event [Line Items]
Number of stock issued1,000,000,000 10,000,000,000
Agel Enterprise International Sdn Bhd ("Agel")
Subsequent Event [Line Items]
Number of stock issued10,490,362 2,356,451
Subsequent event
Subsequent Event [Line Items]
Number of stock issued253,039
Subsequent event | Agel Enterprise International Sdn Bhd ("Agel")
Subsequent Event [Line Items]
Number of stock issued20,000
Number of share transfer to shareholders20,000