Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2020 | Feb. 18, 2021 | |
Document And Entity Information Abstract | ||
Entity Registrant Name | Toga Ltd | |
Entity Central Index Key | 0001378125 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 91,013,640 | |
Document Type | 10-Q/A | |
Document Period End Date | Apr. 30, 2020 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to the Form 10-Q (this “Amendment”) amends the Quarterly eport on Form 10-Q of Toga Limited (the “Company”) for the quarterly period ended April 30, 2020 (the “Form 10-Q”), filed on June 15, 2020 with the Securities and Exchange Commission (the “SEC”).  This Amendment restates the Company’s financial statements in order to correct errors resulting from improper timing of revenue recognition from PT. Toga International Indonesia (“PT Toga”), the Company’s wholly owned Indonesian subsidiary.  In the course of preparing the Annual Report on Form 10-K for the annual period ended July 31, 2020, the Company’s management discovered that revenue recognition was occurring on the collection of proceeds rather than on the shipment of product.  In addition, the related commissions expense is being restated to properly reflect these costs against the restated revenues, resulting in a prepaid commission asset balance for the portion of the commissions expense for which revenue recognition was deferred.   A summary of the accounting impact of these adjustments to the Company’s condensed consolidated unaudited financial statements as of and for the three and nine months ended April 30, 2020 is provided at “Note 11. Restatement of Financial Statements.”   This Amendment also amends and includes a summary of updates to the business description of the Company to include descriptions of the Company’s direct marketing line of business and the Company’s general services agreement with a related party, both of which comprise the majority of the Company’s revenue during the quarterly period ended April 30, 2020. These discussions should be read in conjunction with the Company’s Form 10-K/A for the fiscal year ended July 31, 2019 as filed on February 8, 2021.   In order to provide the Company’s stockholders with a better understanding of the Company’s business, this Amendment also includes modifications and updates to Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures made in the original Form 10-Q to be accurate as of the date of filing of this Amendment.   Finally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including with this Amendment No. 1 currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer (attached as Exhibits 31.1, 31.2, 32.1, and 32.2). | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 11,269,840 | $ 14,916,556 |
Accounts receivable, net | 593,979 | 89,056 |
Accounts receivable, net - related party | 40,000 | 205,210 |
Prepaid expense and other current assets | 1,542,196 | 3,747,648 |
Inventories | 889,527 | 162,985 |
Total Current Assets | 14,335,542 | 19,121,455 |
Operating lease right-of-use assets | 182,248 | |
Property and equipment | 4,309,445 | 4,421,252 |
Intangible asset - goodwill | 11,718 | 11,718 |
TOTAL ASSETS | 18,838,953 | 23,554,425 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 5,732,741 | 4,221,413 |
Due to related parties | 20,686 | 1,083 |
Notes due to related parties | 24,126 | |
Deferred revenue | 5,629,520 | 4,741,945 |
Income tax payable | 52,641 | |
Operating lease liabilities - current portion | 161,269 | |
Total Current Liabilities | 11,544,216 | 9,041,208 |
Operating lease liabilities | 20,979 | |
Deferred tax liabilities | 8,344 | 8,574 |
Total Liabilities | 11,573,539 | 9,049,782 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 91,011,633 and 90,762,893 shares issued and outstanding as of April 30, 2020 and July 31, 2019, respectively | 9,101 | 9,076 |
Common stock subscribed; 30,000,000 common shares, $0.0001 par value | 0 | (3,000) |
Additional paid-in capital | 42,242,668 | 38,993,002 |
Accumulated deficit | (35,002,026) | (24,622,041) |
Accumulated other comprehensive loss | (11,142) | 69,238 |
Total Stockholders' equity of Toga Ltd, | 7,238,601 | 14,446,275 |
Non-controlling interest | 26,813 | 58,368 |
Total Stockholders' Equity | 7,265,414 | 14,504,643 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 18,838,953 | $ 23,554,425 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Apr. 30, 2020 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 91,011,633 | 91,011,633 |
Common stock, shares outstanding | 90,762,893 | 90,762,893 |
Common stock subscribed, shares | 30,000,000 | 30,000,000 |
Common stock subscribed, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,868,533 | $ 522,492 | $ 11,313,060 | $ 1,443,438 |
Revenue - related party | 60,000 | 592,624 | 339,709 | 1,270,814 |
Cost of goods sold | 2,568,519 | 178,814 | 6,297,738 | 495,480 |
Gross profit | 360,014 | 936,302 | 5,355,031 | 2,218,772 |
OPERATING EXPENSES | ||||
Selling, General and administrative expenses | 1,263,827 | 483,431 | 8,237,674 | 1,317,744 |
Salaries and wages | 650,030 | 7,333,695 | 5,751,943 | 8,224,676 |
Professional fees | 683,938 | 216,824 | 1,617,526 | 846,465 |
Depreciation | 137,468 | 18,311 | 323,731 | 41,974 |
Total Operating Expenses | 2,735,263 | 8,052,261 | 15,930,874 | 10,430,859 |
LOSS FROM OPERATIONS | (2,375,249) | (7,115,959) | (10,575,843) | (8,212,087) |
OTHER INCOME (EXPENSE) | ||||
Other income | 5,072 | 115,228 | ||
Interest income | 15,914 | 4,112 | 54,448 | 6,833 |
Interest expense | (1,775) | (118) | (4,972) | (185) |
Total Other Income (Expense) | 19,211 | 3,994 | 164,704 | 6,648 |
Loss before Income Taxes | (2,356,038) | (7,111,965) | (10,411,139) | (8,205,439) |
Income Tax Provision | (124,593) | (401) | (268,893) | |
Net Loss | (2,356,038) | (7,236,558) | (10,411,540) | (8,474,332) |
Net loss attributable to non-controlling interest | (23,246) | (31,555) | ||
Net loss attributable to Toga ltd. | (2,332,792) | (7,236,558) | (10,379,985) | (8,474,332) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | (21,597) | (121,785) | (80,380) | (26,407) |
TOTAL COMPREHENSIVE LOSS | $ (2,377,635) | $ (7,358,343) | $ (10,491,920) | $ (8,500,739) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 91,003,291 | 80,222,501 | 90,921,322 | 78,029,890 |
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.03) | $ (0.09) | $ (0.11) | $ (0.11) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interest | Total |
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, 2018 | 69,586,517 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common shares for cash | $ 627 | 1,253,524 | 1,254,151 | ||||
Issuance of common shares for cash (in shares) | 6,270,762 | ||||||
Cancellation of common shares | $ (2) | 2 | |||||
Cancellation of common shares (in shares) | (20,000) | ||||||
Other comprehensive loss (income) | (27,507) | (27,507) | |||||
Net loss | (335,463) | (335,463) | |||||
Balance at Oct. 31, 2018 | $ 7,584 | (3,000) | 18,196,387 | (14,686,922) | (81,503) | 3,432,546 | |
Balance (in shares) at Oct. 31, 2018 | 75,837,279 | ||||||
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, 2018 | 69,586,517 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive loss (income) | (26,407) | ||||||
Net loss | (8,474,332) | ||||||
Balance at Apr. 30, 2019 | $ 8,981 | (3,000) | 29,727,147 | (22,825,791) | (80,403) | 6,826,934 | |
Balance (in shares) at Apr. 30, 2019 | 89,812,036 | ||||||
Balance at Oct. 31, 2018 | $ 7,584 | (3,000) | 18,196,387 | (14,686,922) | (81,503) | 3,432,546 | |
Balance (in shares) at Oct. 31, 2018 | 75,837,279 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common shares for cash | $ 299 | 598,327 | 598,626 | ||||
Issuance of common shares for cash (in shares) | 2,993,121 | ||||||
Issuance of common shares for digital currency | $ 857 | 3,802,823 | 3,803,680 | ||||
Issuance of common shares for digital currency (in shares) | 8,575,916 | ||||||
Other comprehensive loss (income) | 122,885 | 122,885 | |||||
Net loss | (902,311) | (902,311) | |||||
Balance at Jan. 31, 2019 | $ 8,740 | (3,000) | 22,597,537 | (15,589,233) | 41,382 | 7,055,426 | |
Balance (in shares) at Jan. 31, 2019 | 87,406,316 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common shares for cash | $ 123 | 245,173 | 245,296 | ||||
Issuance of common shares for cash (in shares) | 1,226,479 | ||||||
Issuance of common shares for digital currency | $ 40 | 79,218 | 79,258 | ||||
Issuance of common shares for digital currency (in shares) | 396,293 | ||||||
Issuance of common shares for services | $ 78 | 6,805,219 | 6,805,297 | ||||
Issuance of common shares for services (in shares) | 782,948 | ||||||
Other comprehensive loss (income) | (121,785) | (121,785) | |||||
Net loss | (7,236,558) | (7,236,558) | |||||
Balance at Apr. 30, 2019 | $ 8,981 | (3,000) | 29,727,147 | (22,825,791) | (80,403) | 6,826,934 | |
Balance (in shares) at Apr. 30, 2019 | 89,812,036 | ||||||
Balance at Jul. 31, 2019 | $ 9,076 | (3,000) | 38,993,002 | (24,622,041) | 69,238 | $ 58,368 | 14,504,643 |
Balance (in shares) at Jul. 31, 2019 | 90,762,893 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cancellation of common shares | $ (2) | 2 | |||||
Cancellation of common shares (in shares) | (24,614) | ||||||
Reissuance of previously cancelled shares | $ 2 | (2) | |||||
Reissuance of previously cancelled shares (in shares) | 20,000 | ||||||
Issuance of stock options | 44,470 | 44,470 | |||||
Other comprehensive loss (income) | (40,487) | (40,487) | |||||
Net loss | (3,294,082) | (1,623) | (3,295,705) | ||||
Balance at Oct. 31, 2019 | $ 9,076 | (3,000) | 39,037,472 | (28,171,791) | 28,751 | 56,745 | 10,957,253 |
Balance (in shares) at Oct. 31, 2019 | 90,758,279 | ||||||
Balance at Jul. 31, 2019 | $ 9,076 | (3,000) | 38,993,002 | (24,622,041) | 69,238 | 58,368 | 14,504,643 |
Balance (in shares) at Jul. 31, 2019 | 90,762,893 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common shares for digital currency | $ 3,882,938 | ||||||
Issuance of common shares for digital currency (in shares) | 8,972,209 | ||||||
Cancellation of common shares (in shares) | (24,614) | ||||||
Other comprehensive loss (income) | $ (80,380) | ||||||
Net loss | (10,411,540) | ||||||
Balance at Apr. 30, 2020 | $ 9,101 | 42,242,668 | (35,002,026) | (11,142) | 26,813 | 7,265,414 | |
Balance (in shares) at Apr. 30, 2020 | 91,011,633 | ||||||
Balance at Oct. 31, 2019 | $ 9,076 | (3,000) | 39,037,472 | (28,171,791) | 28,751 | 56,745 | 10,957,253 |
Balance (in shares) at Oct. 31, 2019 | 90,758,279 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common shares for employee compensation | $ 25 | 3,294,018 | 3,294,043 | ||||
Issuance of common shares for employee compensation (in shares) | 253,354 | ||||||
Issuance of stock options | 43,589 | 43,589 | |||||
Proceeds from common stock subscribed | $ 3,000 | 3,000 | |||||
Forgiveness of related party note | 24,126 | 24,126 | |||||
Other comprehensive loss (income) | (18,296) | (18,296) | |||||
Net loss | (4,497,443) | (6,686) | (4,504,129) | ||||
Balance at Jan. 31, 2020 | $ 9,101 | 42,399,205 | (32,669,234) | 10,455 | 50,059 | 9,799,586 | |
Balance (in shares) at Jan. 31, 2020 | 91,011,633 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Redemption of stock options | (156,537) | (156,537) | |||||
Other comprehensive loss (income) | (21,597) | (21,597) | |||||
Net loss | (2,332,792) | (23,246) | (2,356,038) | ||||
Balance at Apr. 30, 2020 | $ 9,101 | $ 42,242,668 | $ (35,002,026) | $ (11,142) | $ 26,813 | $ 7,265,414 | |
Balance (in shares) at Apr. 30, 2020 | 91,011,633 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (10,411,540) | $ (8,474,332) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 323,731 | 41,974 |
Stock based compensation | 3,382,102 | 6,805,297 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (340,306) | 149,702 |
Inventories | (750,307) | (205,406) |
Prepaid expenses and other current assets | 2,155,890 | (1,838,206) |
Accounts payable and accrued liabilities | 1,675,810 | 787,558 |
Deferred revenue | 885,619 | 2,632,252 |
Income tax payable | (52,872) | |
Operating lease liabilities | (141,060) | |
Net cash used in operating activities | (3,272,933) | (101,161) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (247,333) | (198,017) |
Net cash used in investing activities | (247,333) | (198,017) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common stock subscribed | 3,000 | |
Redemption of stock options | (156,537) | |
Proceeds from issuance of common stock | 2,098,073 | |
Proceeds from related parties | 105,708 | 126,813 |
Repayment to related party | (86,105) | (74,927) |
Net cash provided by (used in) financing activities | (133,934) | 2,149,959 |
Effects on changes in foreign exchange rate | 7,484 | (98,153) |
Net increase (decrease) in cash and cash equivalents | (3,646,716) | 1,752,628 |
Cash and cash equivalents - beginning of period | 14,916,556 | 1,064,672 |
Cash and cash equivalents - end of period | 11,269,840 | 2,817,300 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Cancellation of Common Stock | 2 | 20 |
Reissuance of previously cancelled Common Stock | 2 | |
Debt forgiven by related party | 24,126 | |
Operating lease right-of-use assets | $ 333,798 | |
Common Stock issued for Digital Currency | $ 3,803,680 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business description On June 30, 2016, Blink Couture, Inc. entered into a merger agreement with its wholly-owned subsidiary, Toga Limited (the “Company”), a Delaware corporation with no material operations. The Company continued operations under the name Toga Limited. Blink Couture, Inc. was originally incorporated as Fashionfreakz International Inc. on October 23, 2003, under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture, Inc. Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothing and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. On June 13, 2016, a change of control of the Company occurred. On that date, the current president and Chief Executive Officer purchased a total of 13,869,150 of the issued and outstanding shares of the Company. On June 10, 2017, the Board of Directors unanimously adopted resolutions authorizing the increase of the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to ten billion (10,000,000,000) shares and increased the number of the Company’s total issued and outstanding shares of common stock by conducting a forward split at the rate of fifty (50) shares for every one (1) share (50:1) currently issued and outstanding (“Forward Split”). The Forward Split became effective in the market on September 11, 2017 following approval by FINRA. In July 2018, we changed our state of incorporation to the State of Nevada. The Company incorporated a wholly-owned subsidiary, TOGL Technology Sdn. Bhd. (“TOGL Technology”) in Malaysia on September 26, 2017. The Company incorporated a wholly-owned subsidiary, PT. Toga International Indonesia (“PT Toga”) in Indonesia on November 23, 2017. On May 28, 2018, the Company’s wholly-owned subsidiary TOGL Technology formed a branch office in Taiwan. The Company’s wholly-owned subsidiary TOGL Technology formed a wholly-owned subsidiary Toga Vietnam Company Limited (“Toga Vietnam”) in Vietnam on January 15, 2019, acquired 100% shares of WGS Discovery Tours & Travel in Malaysia on June 24, 2019 and acquired 67% of the shares in PT TOGL Technology Indonesia in Indonesia on May 24, 2019. On May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from ten billion (10,000,000,000) shares to one billion (1,000,000,000) shares and decreasing its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held (“10-1 Reverse Split”). The Company’s Board of Directors approved this amendment on April 24, 2019. On May 17, 2019, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the 10-1 Reverse-Split and share decrease be effected in the market. The 10-1 Reverse Split was effectuated on June 5, 2019. All share and per share information contained herein reflected the effect of the reverse stock split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.. Accordingly, these condensed consolidated financial statements do not include all information and notes required for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K/A of Toga Limited for the year ended July 31, 2019, that was filed with the SEC on February 8, 2021. When used in these notes, the terms "Toga Limited," "Company," "we," "us" and "our" mean Toga Limited and all entities included in our condensed consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2020 are not necessarily indicative of the results that may be expected for the year ending July 31, 2020. The unaudited consolidated condensed financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K/A for the year ended July 31, 2019, that was filed with the SEC on February 8, 2021. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation Basis of Consolidation These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology Sdn. Bhd., and PT Toga. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan branch and Vietnam subsidiary. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. As of April 30, 2020, the Company has no potentially dilutive securities. 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 April 30, 2020, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization. Inventories Inventories are stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. As of April 30, 2020 and July 31, 2019, the Company had inventories consisting of health and beauty products (finished goods) of $889,527 and $162,985, respectively. Leases Effective August 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $333,798 of right-of-use (“ROU”) assets and $333,798 of lease liabilities on its Condensed Consolidated Balance Sheet. Equipment and Furniture Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Building 20 years Renovation 1 to 5 years Fixtures and Furniture 4 to 5 years Tools and Equipment 4 to 5 years Vehicles 3 to 5 years Computer Equipment 4 to 5 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the nine months ended April 30, 2020 and 2019, no impairment losses have been identified. Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian Ringgit. All transactions initiated in Malaysian Ringgit (“MYR”), New Taiwan dollar 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 are translated at the rate of exchange in effect at the balance sheet date. (2) Equity is translated at historical rates. (3) Revenue and expense items are translated 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. 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 common 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 nine months ended April 30, 2020 and 2019, respectively, are summarized as follows: Nine Months Ended April 30, 2020 2019 Vesting of stock options issued to directors and officers $ 88,059 $ — Common stock issued to employees 3,294,043 6,805,297 Total $ 3,382,102 $ 6,805,297 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 receivable, prepaid expense deposits and other current assets, accounts payable and accrued liabilities, due to related parties, and deferred revenue 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 (Restated) In accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”), the Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. When the Company enters into a contract, the Company analyzes the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied. The Company recognizes revenue in accordance with ASC 606 as defined above. During the nine months ended April 30, 2020 and 2019, the Company derived its revenues from the following: (1) The sale of products through a direct marketing network (approximately $6.6 million and $1.2 million for nine months ended April 30, 2020 and 2019, respectively and approximately $1.1 million and $486,000 for 3 months ended April 30, 2020 and 2019, respectively). Invoices are prepared for all sales of products through a direct marketing network. In accordance with ASC 606 , · The invoice has been generated and provided to the customer. · The performance obligations of delivery of products are stated in the invoice. · The transaction price has been identified in the invoice. · The Company has allocated the transaction price to performance obligation in the invoice. · The Company has shipped out the product and, therefore, satisfied the performance obligation. (2) The in-app purchases through the Company’s mobile application called “Yippi” or the “Yippi App” (approximately $3.4 million and $0 for the nine months ended April 30, 2020 and 2019, respectively and approximately $1.3 million and $0 for the three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to in-app purchases are recognized when: · An invoice or receipt is generated upon the in-app purchase. · The performance obligations of the delivery of in-app purchases are stated or implied on the purchase portal. · The transaction price has been identified in the in-app purchase. · The Company has allocated the transaction price to the implied performance obligation. In regards to in-apps purchases, there is a lag in between the time where a customer makes in-apps purchase and the time that the customer spends the in-app purchase and/or points. · The Company has provided the in-app purchase to the end user. When the end-user utilizes the in-apps purchase and/or points, revenue is recognized at that point in time only to the extent of the in-app point usage. All in-app purchases that have not been utilized by the end-user are recorded as deferred revenue until the point in which they are utilized by the end-user, at which time they will be recorded as revenue. (3) The hotel and flight feature (“TogaGo”) in the Yippi App (approximately $855,000 and $0 for nine months ended April 30, 2020 and 2019, respectively and approximately $88,000 and $0 for three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to the TogaGo platform purchases are recognized when: · The invoice or receipt is generated upon a purchase on the TogaGo platform. · The performance obligations of the delivery of products and services are stated or implied on the purchase portal. · The transaction price has been identified in the TogaGo platform purchase. · The Company has allocated the transaction price to the implied performance obligation. · The Company has received confirmation from the third-party that it has booked the TogaGo platform purchase and, thus; the Company has satisfied the performance obligation. (4) Royalty fees ($360,000 and $180,000 for nine months ended April 30, 2020 and 2019, respectively and $120,000 and $60,000 for three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, related to royalty/licensing fees are recognized when: · The contract has been signed by both parties for licensing and/or royalty fees. · The performance obligations are stated or implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the performance obligations pursuant to the contract. · The Company has provided the licensing to the end user and, therefore, satisfied the performance obligation. (5) Advertising revenue (approximately $475,000 and $168,000 for nine months ended April 30, 2020 and 2019, respectively and approximately $330,000 and $23,000 for three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, related to in-app advertising are recognized when: · The contract has been signed by both parties for advertising to be provided within the Yippi App. · The performance obligations of the delivery of the in-app advertising are implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the advertising performance obligations pursuant to the contract. · The Company has provided in-app advertising in accordance with the contract and, therefore, has satisfied the performance obligation. The Company analyses whether gross sales, or net sales should be recorded. Since the Company has control over establishing price, and has control over the related costs with earning revenues, it has recorded all revenues at the gross price. For the period ended April 30, 2020, deferred revenue was related to Yippi in-app purchases and sales of product. Deferred Revenue from Yippi In-App Purchases The Company has created in-app points to use within the Yippi App. These in-app points are called Yipps. Once purchased by a user, Yipps can be used in a variety of different ways within the Yippi App. Yipps can be used to gift or tip other users, or to purchase merchandise and services from vendors. Yipps points are purchased in cash. When these points are initially purchased (but not yet used), they are recognized as deferred revenue. When these points are later used within the Yippi App (for purchases, tipping, gifting, etc.), the revenue is recognized. The Company monitors the following in order to validate the deferred revenue balances and revenue recognized during the period in relation in to the in-apps purchases: · purchase price and quantity of the Yipps points to be utilized in the Yippi App; · usage of the Yipps points over the reporting period (in order to record revenue); and · reconciliation between the used and unused points at the end of each reporting period. The increase in deferred revenue for the nine months ended April 30, 2020 is due to an increase in the amount of Yipps credits that were purchased (but remained unused) compared to the amount of Yipps credits that were used during that period and, therefore, recognized as revenue during the period. Thus, the total amount of unused Yipps increased during the period. Please refer to the Revenue Recognition policy above with respect to revenue recognition of in-app purchases and Yipps points. Upon use or redemption of the Yipps inside of the Yippi app, the Company pays the price set by the third-party supplier of the desired product or service (approximately 70% of the total cost of the item) and retains the balance as a commission (approximately 30% of the total cost of the item). The exception to this commission breakdown is when Yipps are used to redeem products and services in the Company’s TogaGo travel platform, where the Company currently takes a much lower commission to keep advertised prices low and encourages the use of the TogaGo platform (the Company’s commission is approximately 3-5% of the total cost of the product or service purchased). At the time the Yipps are used and the revenue is recognized, the amount that is paid to third-party suppliers of the goods or services is recorded by the Company as the cost of goods sold. Yipps do not have an expiration date, and this is a relatively new revenue source for the Company (deferred revenue from Yipps was first recorded in May 2019). On an ongoing basis as Yipps are purchased and used in-app, the Company expects to recognize all of the deferred revenue from a Yipps purchase as revenue within 12 months of the original purchase of such Yipps. The Company’s estimate is qualified by the limited data of historical usage. Prepaid Commission In connection with the sale of our Eostre branded products, we pay a commission to our independent agents. The commission is payable upon the sale of the products, not upon shipment of the products. The Company books the commission at the time of sale to a prepaid Commission account, included in prepaid expense and other current assets, and offsets this amount by booking a payable to the independent agent. At the time the product is shipped, and the obligation is fulfilled, the Company then recognizes commission expense out of the prepaid commission account. As of April 30, 2020, and July 31, 2019, the Company recorded in prepaid expense and other current assets $95,356 and $2,503,269, respectively, for prepaid commissions. Concentration of Revenue by Customer During the three and nine months ended April 30, 2020 and 2019, the Company’s concentration of revenue for individual customers above 10% are as follows: Three Months Ended Nine Months Ended April 30, April 30, 2020 2019 2020 2019 Agel Enterprises International Sdn Bhd 2 % 53 % 3 % 47 % Shen Zhen Ding Shang Networks Technology Co. Ltd. 16 % — 20 % — Concentration of Revenue by Country: During the three and nine months ended April 30, 2020 and 2019, the Company’s concentration of revenue by country are as follows: Three Months Ended Nine Months Ended April 30, April 30, 2020 2019 2020 2019 Malaysia (TOGL Technology) 63 % 95 % 45 % 93 % Indonesia (Toga International) 33 % 0 % 52 % 0 % United States (Toga Limited) 4 % 5 % 3 % 7 % 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 As of April 30, 2020, the largest concentrations of the Company’s accounts receivable by individual customer was 41% with Shen Zhen Ding Shang Networks Technology Co. Ltd. (“Ding Shang Networks Technology”). As of July 31, 2019, the Company’s accounts receivable are concentrated 69.7% with Agel Enterprise International Sdn Bhd. As of April 30, 2020 and July 31, 2019, the largest concentration of the Company’s accounts receivable by country was 91% and 93% in Malaysia (TOGL Technology), respectively. Research and Development Expenses We follow ASC 730, “Research and Development,” COVID-19 In March 2020, the World Health Organization declared the outbreak of coronavirus (“COVID-19”) as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, and its customers. To protect the Company’s employees while continuing to provide the services needed by its clients, the Company limited customer contact and minimized employee contact with other employees by having its employees work remotely. On March 19, 2020, a Movement Control Order (”MCO”) was issued by the Malaysian Prime Minister which reduced movement within Malaysia and cancelled all non-essential travel and limited travel from outsiders deemed as non-essential. While the MCO had an original duration of two weeks, it was extended numerous times but eventually the MCO was lifted as of June 9, 2020 with safe-distance and other controlling protocols in place (the Recovery Movement Control Order or “RMCO”) to protect customers and employees. As of January 26, the RMCO has been extended to March 31, 2021. Our office-based employees located in Malaysia have been working remotely since the middle of March and our office-based employees located in the United States have been working remotely since the middle of March. All of our employees have been able to continue to address customer needs in a timely fashion. Travel remains restricted to limit the risk of our employees coming in contact with COVID-19. Through April 30, 2020, there has been a noticeable increase in accounts receivable for the Company. It is likely that if the COVID-19 pandemic persists and state stay-at-home orders remain in place, more customers will be unable to keep their bills current. Further, while we have not yet experienced any interruption to our normal materials and supplies process, it is impossible to predict whether COVID-19 will cause future interruptions and delays. Through April 30, 2020, we have not had any of our employees contract the COVID-19 virus. Should we have a significant number of our employees contract the COVID-19 virus it could have a negative impact on our ability to serve customers in a timely fashion. The Company has been impacted by the MCO order in regards to TogaGo revenue. With the MCO, travel was restricted and customers were not using the Yippi App for travel and hotel bookings. This resulted in TogaGo revenue decreasing by 90% in the third quarter ended April 30, 2020. However, we expect for revenue to increase now that the MCO has been lifted. Recent Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-08, “Collaborative Arrangements” (Topic 808) (“ASU 2018-08”), intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606. ASU 2018-08 affects all companies that enter into collaborative arrangements. ASU 2018-08 clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 and changes certain presentation requirements for transactions with collaborative arrangement participants that are not directly related to sales to third parties. ASU 2018-08 is effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and, therefore, does not currently expect the adoption of ASU 2018-08 to have a material effect on its Consolidated Financial Statements. The Company plans to adopt ASU 2018-08 either on August 1, 2020 (the date of the Company’s fiscal year beginning after December 15, 2019) or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within ASU 2018-08. The Company has reviewed and analyzed the above recent accounting pronouncements and notes no material impact on the financial statements as of April 30, 2020. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Apr. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3. PROPERTY AND EQUIPMENT As of April 30, 2020 and July 31, 2019, property and equipment consisted of the following: April 30, July 31, 2020 2019 Building $ 3,849,238 $ 4,019,563 Renovation 265,237 154,120 Fixtures and Furniture 113,749 69,557 Tools and Equipment 146,215 92,494 Vehicles 147,326 163,969 Computer Equipment 52,454 26,256 Total property and equipment 4,574,219 4,525,959 Accumulated depreciation (264,774 ) (104,707 ) Property and equipment net $ 4,309,445 $ 4,421,252 Depreciation expense for the nine months ended April 30, 2020 and 2019 was $323,731 and $41,974, respectively. During the nine months ended April 30, 2020 and 2019, the Company acquired property and equipment of $247,333 and $198,017, respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Apr. 30, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As of April 30, 2020 and July 31, 2019, accounts payable and accrued liabilities consisted of the following: April 30, 2020 July 31, 2019 Trades payable $ 1,633,475 $ 3,948,695 Wages and commission accruals 1,077,425 166,752 Other accruals 3,021,841 105,966 $ 5,732,741 $ 4,221,413 |
DEFERRED REVENUE (RESTATED)
DEFERRED REVENUE (RESTATED) | 9 Months Ended |
Apr. 30, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUE (RESTATED) | NOTE 5. DEFERRED REVENUE (RESTATED) Deferred revenue by geographic segment were as follows: April 30, 2020 July 31, 2019 Malaysia $ 5,535,238 $ 1,548,398 Taiwan 67,833 142,939 Indonesia 26,449 3,050,608 $ 5,629,520 $ 4,741,945 Changes in deferred revenue were as follows: Nine Months Ended April 30, 2020 Balance, beginning of period $ 4,741,945 Deferral of revenu e 11,802,428 Recognition of deferred revenue (10,914,853 ) Balance, end of period $ 5,629,520 Deferred revenue is comprised of revenue associated with Yippi in-apps purchases and sales of product. Please refer to the Revenue Recognition policy set forth in Note 1, Summary of Significant Accounting Policies, for additional information. Deferred revenue meets the performance obligations required to recognize when the end-user of the in-apps purchases utilizes the points included in their in-app purchases. Revenue allocated to remaining performance obligations, which includes deferred revenue was $5,629,520 as of April 30, 2020. We expect to recognize all of this revenue over the next 12 months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Apr. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Revenue and Accounts Receivable During the nine months ended April 30, 2020 and 2019, the Company recorded revenue of $339,709 and $1,270,814 from Agel, respectively. As of April 30, 2020 and July 31, 2019, the Company recorded accounts receivable from Agel of $40,000 and $205,210, respectively. Notes Due to Related Parties The Company had an outstanding notes payable to the Chief Executive Officer of the Company of $24,126 as of July 31, 2019. During the period ended April 30, 2020, the related party forgave this note and the Company recorded this amount to additional paid-in capital. Due to Related Parties During the nine months ended April 30, 2020 and 2019, the Company borrowed a total amount of $20,991 and $122,678, respectively from a related party, Toga Capital Sdn. Bhd. (“Toga Capital”), and repaid $1,741 and $72,959, respectively. During the nine months ended April 30, 2020 and 2019, the Company received advancement of $84,717 and $4,135, respectively, and repaid $84,364 and $1,968, respectively, from the Chief Executive Officer of the Company. The amounts are non-interest bearing, unsecured, and due on demand. At April 30, 2020 and July 31, 2019, $20,686 and $1,083, respectively, was due to related parties. The amounts are non-interest bearing, unsecured, and due on demand. Related Party Compensation During the nine months ended April 30, 2020 and 2019, TOGL Technology paid director fees of $114,202 and $46,025, respectively, to directors of TOGL Technology. During the nine months ended April 30, 2020 and 2019, the Company paid director fees of $39,000 and $0, respectively, to directors of the Company. During the nine months ended April 30, 2020 and 2019, the Company paid consulting fees of $15,000 and $0, respectively, to a director of the Company. The consulting fee was paid for marketing research services during October, November and December 2019. During the nine months ended April 30, 2020 and 2019, the Company paid wages of $133,750 and $0, respectively, to the Company’s Chief Financial Officer. During the nine months ended April 30, 2020, the Company granted stock options exercisable for 6,792 shares of the Company’s common stock to the Chief Financial Officer, valued at $88,059. No stock options were granted in the nine months ended April 30, 2019. On March 25, 2020, the Company redeemed stock options to purchase 18,792 shares of the Company’s common stock from the Chief Financial Officer, for an aggregate purchase price of $156,537 (or $8.33 per share). Such redeemed options included the 6,792 options granted to the Chief Financial Officer during the nine months ended April 30, 2020. Please see Note 6, Changes in Equity, below. |
CHANGES IN EQUITY
CHANGES IN EQUITY | 9 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
CHANGES IN EQUITY | NOTE 7. CHANGES IN EQUITY Common Stock During the nine months ended April 30, 2020, the Company issued 273,354 shares of common stock and cancelled 24,614 shares of common stock, as follows: · On September 5, 2019, the Company cancelled 24,614 shares of common stock. These shares issued to employees were cancelled because they were issued in duplicate. · On September 9, 2019, the Company issued 20,000 shares of common stock to Agel. The shares were issued for no value because of the Company’s error in October 2018 inadvertently cancelling these shares. · 253,039 shares of common stock were issued as employee compensation that, in the aggregate, had a value of $3,289,507 based on the closing prices of the Company’s common stock on the respective date of issuances, as reported by the OTC Markets Group, Inc. (the “OTC Market”). · 315 shares of common stock were issued to directors that, in the aggregate, had a value of $4,536 based on the closing price of the Company’s common stock on the date of issuance, as reported by the OTC Market. During the nine months ended April 30, 2019, the Company issued 20,245,519 shares of common stock, as follows: · Pursuant to the terms of a Subscription Agreement with the Company, Agel Enterprises, who is a related party, purchased 10,490,362 shares of common stock for cash in the amount of $2,098,073, at a price of $0.20 per share. No sales under this agreement has occurred since June 3, 2019. · 8,972,209 shares of common stock issued for $3,882,938 of digital currency (see Note 4). · 782,948 shares of common stock issued valued at $6,805,297 for employee compensation. On October 29, 2018, a shareholder of the Company canceled 20,000 shares of common stock without consideration for such cancellation because such shares were issued in error. Stock Options During the nine months ended April 30, 2020, the Company granted stock options to purchase up to 6,792 shares of common stock to the Chief Financial Officer, at an exercise price of $0.20 per share, and were valued at the fair value calculated using the Black-Scholes-Merton model. The value of the options was $88,059 and recorded as stock-based compensation. The options are subject to a vesting schedule of one-third of the options vesting every thirty (30) days. The following assumptions were used to determine the fair value for the options granted using a Black-Scholes-Merton pricing model during the nine months ended April 30, 2020: For the nine months ended April 30, 2020 Fair values $ 12.30—14.12 Exercise price $ 0.20 Expected term at issuance 1 year Expected average volatility 89.04—169.92 % Expected dividend yield — Risk-free interest rate 1.56—1.73 % A summary of the change in stock options outstanding for the nine months ended April 30, 2020 are as follows: Weighted Weighted Average Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years Balance – July 31, 2019 12,000 $ 0.30 $ 8.84 $ 1.63 Options issued 6,792 0.20 12.30 1.50 Options cancellation (18,792 ) — — — Options exercised — — — — Balance – April 30, 2020 — $ — $ — $ — During the nine months ended April 30, 2020, the Company redeemed stock options to purchase 18,792 shares of the Company’s common stock from the Chief Financial Officer, for an aggregate purchase price of $156,537 (or $8.33 per share). Such redeemed options included the 6,792 options granted to the Chief Financial Officer during the nine months ended April 30, 2020. |
LEASES
LEASES | 9 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 8. LEASES We have operating leases primarily for real estate. As of April 30, 2020, the Company owned ROU assets under operating leases for eight office premises of $182,248 and operating lease liabilities of $182,248. April 30, 2020 Operating lease ROU assets $ 182,248 Current portion of operating lease liabilities 161,269 Noncurrent portion of operating lease liabilities 20,979 Total operating lease liabilities $ 182,248 Information associated with the measurement of our remaining operating lease obligations as of April 30, 2020 is as follows: Weighted-average remaining lease term 0.71 years Weighted-average discount rate 3.99 % The following table summarizes the maturity of our operating lease liabilities as of April 30, 2020: Year Ended July 31 2020 $ 163,221 Year Ended July 31 2021 21,024 Total operating lease payments $ 184,245 Less: Imputed interest 1,997 Total operating lease liabilities $ 182,248 We had operating lease costs of $151,550 for the nine months ended April 30, 2020, which are included in selling, general and administrative expenses in the statement of operations. Our leases have remaining lease terms of 0.1 month to 1.3 years, inclusive of renewal or termination options that we are reasonably certain to exercise. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (RESTATED) | 9 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES (RESTATED) | NOTE 9. COMMITMENTS AND CONTINGENCIES (RESTATED) On July 29, 2019, TOGL Technology entered into two Sale and Purchase Agreements (the “Second Mammoth Agreements”) with Mammoth, for the purchase of additional real estate located in the Empire Damansara. The Second Mammoth Agreements relate to the acquisition of an additional 11,614 square feet of space in the Empire Damansara. This additional space is located on the Level Basement 1 and Level Basement 3 of the building. Pursuant to the Second Mammoth Agreements, we entered into a Subscription Agreement with Mammoth dated July 29, 2019 for the purchase of an aggregate of 118,174 shares of our Common Stock for an aggregate purchase price of approximately $1,418,087, valued at $12.00 per share, which was the closing price of the shares on July 29, 2019 as reported by the OTC Markets Group Inc.’s (“OTCM”) Pink Open Market (“OTC Pink”). Mammoth agreed to pay the purchase price in the form of legal title to those certain portions of real estate set forth in the Mammoth Agreements. Legal title has not been passed to us and no shares have been issued pursuant to the Second Mammoth Agreements. We are still awaiting the bank serving as the bridging financier to disclaim its interest in such property in favor of TOGL Technology. |
SEGEMENTED DISCLOSURE (RESTATED
SEGEMENTED DISCLOSURE (RESTATED) | 9 Months Ended |
Apr. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGEMENTED DISCLOSURE (RESTATED) | NOTE 10. SEGEMENTED DISCLOSURE (RESTATED) Operating Activities The following table shows operating activities information by geographic segment for the three and nine months ended April 30, 2020 and 2019: Three Months Ended April 30, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 120,000 $ 1,714,740 $ 120,259 $ — $ 973,534 $ 2,928,533 Cost of goods sold — 1,783,830 42,187 — 742,502 2,568,519 Gross profit 120,000 (69,090 ) 78,072 — 231,032 360,014 OPERATING EXPENSES General and administrative expenses 34,721 250,602 129,206 4,236 845,062 1,263,827 Salaries and wages 111,979 455,400 13,031 3,135 66,485 650,030 Professional fees 543,938 21,338 2,067 564 116,031 683,938 Depreciation 32,311 59,785 1,830 — 43,542 137,468 Total Operating Expenses 722,949 787,125 146,134 7,935 1,071,120 2,735,263 LOSS FROM OPERATIONS (602,949 ) (856,215 ) (68,062 ) (7,935 ) (840,088 ) (2,375,249 ) OTHER INCOME (EXPENSE) 1,167 5,091 — 12 12,941 19,211 Net Loss $ (601,782 ) $ (851,124 ) $ (68,062 ) $ (7,923 ) $ (827,147 ) $ (2,356,038 ) During the three months ended April 30, 2020, our Indonesian entities generated revenues of approximately $974,000 from the sale of products through a direct marketing network. During the three months ended April 30, 2020, our Malaysian entity generated revenue from Yippi in-app purchases of approximately $1.3 million and Yippi advertising revenue of approximately $330,000. During the three months ended April 30, 2020, our Taiwan branch generated revenues of approximately $120,000 from the sale of products through a direct marketing network. During the three months ended April 30, 2020, the Company recognized royalty fee revenue of approximately $120,000 from Agel and Toga Japan Co. Ltd. (“Toga Japan”). During the three months ended April 30, 2020, our Malaysian entity incurred selling, general and administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages of the Company, and costs incurred for potential acquisitions in the amount of $561,893. During the three months ended April 30, 2020, our Taiwan branch incurred selling, general and administrative expenses primarily related to financial and administrative contracted services, professional fees, salaries and wages of the Company in the amount of $447,530. During the three months ended April 30, 2020, our Indonesian entities incurred selling, general and administrative expenses primarily related to financial and administrative contracted services, professional fees, salaries and wages of the Company in the amount of $41,159. During the three months ended April 30, 2020, our U.S. entity incurred selling, general and administrative expenses primarily related to corporate overhead, financial and administrative contracted services, professional fees, salaries and wages of the Company in the amount of $7,048,670. Three Months Ended April 30, 2019 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 60,000 $ 568,721 $ 486,395 $ — $ — $ 1,115,116 Cost of goods sold — 133,662 45,152 — — 178,814 Gross profit 60,000 435,059 441,243 — — 936,302 OPERATING EXPENSES General and administrative expenses 35,808 103,934 332,065 3,271 8,353 483,431 Salaries and wages 6,835,297 460,264 9,206 — 28,928 7,333,695 Professional fees 177,565 34,376 4,507 71 305 216,824 Depreciation — 12,950 1,788 — 3,573 18,311 Total Operating Expenses 7,048,670 611,524 347,566 3,342 41,159 8,052,261 INCOME (LOSS) FROM OPERATIONS (6,988,670 ) (176,465 ) 93,677 (3,342 ) (41,159 ) (7,115,959 ) OTHER INCOME (EXPENSE) — 3,513 — 9 472 3,994 Net Income (Loss) $ (6,988,670 ) $ (297,545 ) $ 93,677 $ (3,333 ) $ (40,687 ) $ (7,236,558 ) During the three months ended April 30, 2019, our Malaysian entity recognized management fee revenue of approximately $530,000 and advertising revenue of approximately $23,000. During the three months ended April 30, 2019, our Taiwan branch office generated revenue of approximately $486,000 from the sale of products through a direct marketing network. During the three months ended April 30, 2019, the Company recognized royalty fee revenue of approximately $60,000 from Agel. During the three months ended April 30, 2019, our Malaysian entity incurred selling, general and administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages of the Company, and costs incurred for potential acquisitions. Nine Months Ended April 30, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 360,000 $ 4,517,910 $ 743,777 $ — $ 6,031,082 $ 11,652,769 Cost of goods sold — 4,690,785 113,356 — 1,493,597 6,297,738 Gross profit 360,000 (172,875 ) 630,421 — 4,537,485 5,355,031 OPERATING EXPENSES General and administrative expenses 202,342 1,488,365 935,999 8,948 5,602,020 8,237,674 Salaries and wages 3,604,081 1,794,378 41,509 9,405 302,570 5,751,943 Professional fees 1,148,049 77,819 5,686 1,324 384,648 1,617,526 Depreciation 65,103 151,472 11,289 3,965 91,902 323,731 Total Operating Expenses 5,019,575 3,512,034 994,483 23,642 6,381,140 15,930,874 LOSS FROM OPERATIONS (4,659,575 ) (3,684,909 ) (364,062 ) ( 23,642 ) (1,843,655 ) ( 10,575,843 ) OTHER INCOME (EXPENSE) 5,244 30,745 260 17 128,438 164,704 Net Loss $ (4,654,331 ) $ (3,654,565 ) $ (363,802 ) $ (23,625 ) $ (1,715,217 ) $ ( 10,411,540 ) During the nine months ended April 30, 2020, our Indonesian entities generated revenues of approximately $5.9 million from the sale of products through a direct marketing network and revenues of approximately $181,000 from Yippi in-app purchases. During the nine months ended April 30, 2020, our Malaysian entity generated revenue of approximately $3.2 million from Yippi in-app purchases, revenues of approximately $855,000 from the TogaGo platform, and advertising revenue of approximately $475,000. During the nine months ended April 30, 2020, our Taiwan branch generated revenues of approximately $745,000 from the sale of products through a direct marketing network. During the nine months ended April 30, 2020, the Company recognized royalty fee revenue of approximately $360,000 from Agel and Toga Japan. During the nine months ended April 30, 2020, our Malaysian and Indonesian entities incurred selling, general and administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages of the Company, and costs incurred for potential acquisitions. Nine Months Ended April 30, 2019 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 180,000 $ 1,352,578 $ 1,181,674 $ — $ — $ 2,714,252 Cost of goods sold — 383,040 112,440 — — 495,480 Gross profit 180,000 969,538 1,069,234 — — 2,218,772 OPERATING EXPENSES General and administrative expenses 101,422 231,639 950,652 3,271 30,760 1,317,744 Salaries and wages 6,835,297 1,135,346 196,278 — 57,755 8,224,676 Professional fees 708,836 108,604 8,746 71 20,208 846,465 Depreciation — 27,617 5,140 — 9,217 41,974 Total Operating Expenses 7,645,555 1,503,206 1,160,816 3,342 117,940 10,430,859 LOSS FROM OPERATIONS (7,465,555 ) (533,668 ) (91,582 ) (3,342 ) (117,940 ) (8,212,087 ) OTHER INCOME (EXPENSE) — 5,744 154 9 741 6,648 Net Loss $ (7,465,555 ) $ (796,817 ) $ (91,428 ) $ (3,333 ) $ (117,199 ) $ (8,474,332 ) During the nine months ended April 30, 2019, our Malaysian entity recognized management fee revenue of $1.1 million and advertising revenue of approximately $168,000. During the nine months ended April 30, 2019, our Taiwan branch generated revenue of approximately $1.2 million from the sale of products through a direct marketing network. During the nine months ended April 30, 2019, the Company recognized royalty fee revenue of approximately $180,000 from Agel. During the nine months ended April 30, 2019, our Malaysian entity incurred selling, general and administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages the Company, and costs incurred for potential acquisitions. Asset Information The following table shows asset information by geographic segment at April 30, 2020: USA Malaysia Taiwan Vietnam Indonesia Total Current assets $ 8,601,593 $ 2,353,089 $ 445,110 $ 27,203 $ 2,908,547 $ 14,335,542 Operating lease right-of-use assets 37,362 7,489 2,030 1,337 134,030 182,248 Property and equipment, net 33,402 4,093,785 13,539 — 168,719 4,309,445 Intangible assets - goodwill — 11,718 — — — 11,718 Total assets $ 8,672,357 $ 6,466,081 $ 460,679 $ 28,540 $ 3,211,296 $ 18,838,953 As of April 30, 2020, the Company had current assets of $8.6 million, which primarily included cash and cash equivalents of $8.4 million. As of April 30, 2020, our Malaysian entity had current assets of $2.4 million, which primarily included cash and cash equivalents of $1.5 million, prepaid expenses and other current assets of $310,000, and accounts receivable of $575,000. As of April 30, 2020, our Malaysian entity had property and equipment of $4.1 million, which included land and a building of $3.8 million, automobiles of $111,000, renovation costs of $88,000, and tools and equipment of $87,000. As of April 30, 2020, our Taiwan branch had current assets of $445,000, which primarily included cash and cash equivalents of $224,000, and inventory of $200,000. As of April 30, 2020, our Indonesian entities had current assets of $2.9 million, which primarily included cash and cash equivalents of $1.1 million, inventory of $679,000, and prepaid expenses and other current assets of $1.0 million. As of April 30, 2020, our Indonesian entities had property and equipment of $169,000, which included renovation costs of $75,000. As of April 30, 2020, our Indonesian entities had operating lease right-of-use assets of $134,000. |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 11 - RESTATEMENT OF FINANCIAL STATEMENTS The Company's financial statements as of April 30, 2020, contained the following errors: (i) understatement of revenue of $2,933,244 and general and administrative expense of $2,407,912, and overstatement of cost of goods sold of $38,040 and (ii) understatement of prepaid commission of $178,127 and deferred revenue of $26,449. Certain income statement items have been reclassified to conform to the 2020 fiscal year end presentation. These reclassifications had no impact on reported operating and net loss. The effects of the adjustments on the Company’s previously issued financial statements as at April 30, 2020 and for the three and nine months ended April 30, 2020 are summarized as follows: Originally Restatement As ASSETS Reported Reclassification Adjustment Restated Current Assets Accounts receivable, net $ 633,979 $ (40,000 ) $ — $ 593,979 Accounts receivable, net - related party — 40,000 — 40,000 Prepaid expense and other current assets 1,364,069 — 178,127 1,542,196 Total Current Assets 14,157,415 — 178,127 14,335,542 TOTAL ASSETS $ 18,660,826 $ — $ 178,127 $ 18,838,953 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Deferred revenue $ 5,603,071 $ — $ 26,449 $ 5,629,520 Total Current Liabilities 11,517,767 — 26,449 11,544,216 Stockholders’ Equity Accumulated deficit (35,153,704 ) — 151,678 (35,002,026 ) Total Stockholders’ equity of Toga Ltd, 7,086,923 — 151,678 7,238,601 Total Stockholders’ equity 7,113,736 — 151,678 7,265,414 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,660,826 $ — $ 178,127 $ 18,838,953 Three Months Ended April 30, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 2,176,670 $ (60,000 ) $ 751,863 $ 2,868,533 Revenue from related party — 60,000 — 60,000 Cost of goods sold 1,950,594 — 617,925 2,568,519 Gross profit 226,076 — 133,938 360,014 OPERATING EXPENSES General and administrative expenses 671,394 — 592,433 1,263,827 Total Operating Expenses 2,142,830 — 592,433 2,735,263 LOSS FROM OPERATIONS (1,916,754 ) — (458,495 ) (2,375,249 ) Loss before Income Taxes (1,897,543 ) — (458,495 ) (2,356,038 ) NET LOSS $ (1,897,543 ) $ — $ (458,495 ) $ (2,356,038 ) Net loss attributable to non-controlling interest (23,246 ) — — (23,246 ) Net loss attributable to Toga ltd. $ (1,874,297 ) $ — $ (458,495 ) $ (2,332,792 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 91,003,291 — — 91,003,291 NET LOSS PER COMMON SHARE $ (0.02 ) $ — $ (0.01 ) $ (0.03 ) Nine Months Ended April 30, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 8,719,525 $ (339,709 ) $ 2,933,244 $ 11,313,060 Revenue from related party — 339,709 — 339,709 Cost of goods sold 6,335,778 — (38,040 ) 6,297,738 Gross profit 2,383,747 — 2,971,284 5,355,031 OPERATING EXPENSES General and administrative expenses 5,830,163 (401 ) 2,407,912 8,237,674 Total Operating Expenses 13,523,363 (401 ) 2,407,912 15,930,874 LOSS FROM OPERATIONS (11,139,616 ) 401 563,372 (10,575,843 ) Loss before Income Taxes (10,974,912 ) 401 563,372 (10,411,139 ) NET LOSS $ (10,974,912 ) $ — $ 563,372 $ (10,411,540 ) Net loss attributable to non-controlling interest (31,555 ) — — (31,555 ) Net loss attributable to Toga ltd. $ (10,943,357 ) $ — $ 563,372 $ (10,379,985 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 90,921,322 — — 90,921,322 NET LOSS PER COMMON SHARE $ (0.12 ) $ — $ 0.01 $ (0.11 ) Originally Restatement As Reported Adjustment Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (10,974,912 ) $ 563,372 $ (10,411,540 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets (213,982 ) 2,369,872 2,155,890 Deferred revenue 3,818,863 (2,933,244 ) 885,619 Net cash used in operating activities $ (3,272,933 ) $ — $ (3,272,933 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events from April 30, 2020 through June 15, 2020, the date these financial statements were originally issued and determined the following events require disclosure: Acquisition of Eostre Sdn. Bhd., a Malaysian corporation On May 31, 2020, the Company entered into two Stock Purchase Agreements (the “Stock Purchase Agreements”) with Toh Kok Soon (“Toh”), the Company’s President, Chief Executive Officer and Director, Lim Jun Hao (“Lim”), a former board member and current shareholder, and the two shareholders of Eostre Sdn Bhd, a Malaysia corporation (“Eostre”), pursuant to which the Company will, subject to the terms and conditions of each Stock Purchase Agreement and other related agreements (“Transaction Documents”), acquire 100% of the equity of Eostre (comprised of 5,000,000 ordinary shares of stock, par value of RM 1.00 per share) (the “Acquisition”) for MYR 5 Million (approximately USD $1,250,000) (the “Purchase Price”). The Acquisition is subject to certain approvals by the relevant governmental authorities in Malaysia, which approvals are still being obtained by the Company. Eostre was incorporated in Malaysia on May 29, 2019. Its principal place of business is Selangor, Malaysia. At the time of the Acquisition, Eostre was a shell entity with no current business or operations. Its sole asset was a direct selling license (the “License”) to operate a business in the “direct sales” space in Malaysia. Subject to the “Direct Sales and Anti-Pyramid Scheme Act 1933,” this License is a pre-requisite to operating a company in the direct sales space in Malaysia. The expiration date of the License is November 21, 2021; however, the Company anticipates that it will renew the License at such time. The Acquisition is expected to be completed in two phases to meet certain regulations under Malaysian law. In the first phase, (i) the Company will acquire 20% of Eostre, consisting of 1,000,000 ordinary shares of stock; (ii) Toh and Lim will acquire 20% (1,000,000 ordinary shares) and 25% (1,250,000 ordinary shares) of Eostre, respectively; and (iii) a current owner of Eostre will acquire the balance of 1,350,000 shares, which, combined with his current ownership of 400,000 ordinary shares, will result in his owning 35% (1,750,000 ordinary shares) of Eostre. Toh, Lim, and the current owner of Eostre will be referred to herein as the “Individual Purchasers.” The Company will deposit the Purchase Price directly into the bank account of Eostre, which will be controlled by the Company or its designees subsequent to the closing date of the first phase. Pursuant to the Stock Purchase Agreements, Toh, Lim and the two original owners of Eostre are not entitled to receive any profit in connection. The Individual Purchasers will execute demand notes in favor of the Company for their respective portions of the Purchase Price. Such demand notes will bear interest at a rate of 4% per annum. In addition, the Individual Purchasers will each execute a security and pledge agreement in favor of the Company pledging their shares in Eostre as collateral, until such time as the second phase is completed. The Individual Purchasers will also grant irrevocable proxies to the Company to vote their shares in Eostre until such time as the second phase of the Acquisition is completed. In the second phase of the Acquisition, the promissory notes issued by the Individual Purchasers will be cancelled and deemed paid in full, and the remaining 80% of the equity in Eostre will be transferred to the Company. The second phase of the Acquisition is expected to close as soon as practicable after the six-month anniversary of the signing date of the Stock Purchase Agreements, based on the expected timing required to obtain the necessary approvals from the Malaysian Ministry of Trade. The Stock Purchase Agreements contain representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for the purpose of allocating risk between the parties rather than establishing matters as facts, and are subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Stock Purchase Agreements. In addition, certain representations and warranties were made as of a specified date and may be subject to a contractual standard of materiality different from those generally applicable to investors. As of June 15, 2020, the purchase price had not been deposited into the bank account of Eostre, and the shares had yet to be issued. Due to the COVID-19 pandemic and subsequent lockdown, Agel and Toga Japan have advised the Company that they have been unable to sell the Company’s Eostre line of products since February 2020. On or about May 27, 2020, Agel and Toga Japan formally requested the termination of their respective License Agreements with the Company. The Company subsequently terminated the License Agreements effective May 31, 2020. Going forward, independent agents in Malaysia and Japan will be able to purchase Eostre products directly from Eostre or the Company, as applicable. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.. Accordingly, these condensed consolidated financial statements do not include all information and notes required for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K/A of Toga Limited for the year ended July 31, 2019, that was filed with the SEC on February 8, 2021. When used in these notes, the terms "Toga Limited," "Company," "we," "us" and "our" mean Toga Limited and all entities included in our condensed consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended April 30, 2020 are not necessarily indicative of the results that may be expected for the year ending July 31, 2020. The unaudited consolidated condensed financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K/A for the year ended July 31, 2019, that was filed with the SEC on February 8, 2021. |
Reclassification | Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation |
Basis of Consolidation | Basis of Consolidation These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology Sdn. Bhd., and PT Toga. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan branch and Vietnam subsidiary. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP 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 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 | Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. As of April 30, 2020, the Company has no potentially dilutive securities. |
Software Development | 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 April 30, 2020, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. As of April 30, 2020 and July 31, 2019, the Company had inventories consisting of health and beauty products (finished goods) of $889,527 and $162,985, respectively. |
Leases | Leases Effective August 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $333,798 of right-of-use (“ROU”) assets and $333,798 of lease liabilities on its Condensed Consolidated Balance Sheet. |
Equipment and Furniture | Equipment and Furniture Property and equipment are stated at cost. Depreciation is computed using the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Building 20 years Renovation 1 to 5 years Fixtures and Furniture 4 to 5 years Tools and Equipment 4 to 5 years Vehicles 3 to 5 years Computer Equipment 4 to 5 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the nine months ended April 30, 2020 and 2019, no impairment losses have been identified. |
Foreign Currency Translations | Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian Ringgit. All transactions initiated in Malaysian Ringgit (“MYR”), New Taiwan dollar 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 are translated at the rate of exchange in effect at the balance sheet date. (2) Equity is translated at historical rates. (3) Revenue and expense items are translated 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. |
Stock-based Compensation | 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 common 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 nine months ended April 30, 2020 and 2019, respectively, are summarized as follows: Nine Months Ended April 30, 2020 2019 Vesting of stock options issued to directors and officers $ 88,059 $ — Common stock issued to employees 3,294,043 6,805,297 Total $ 3,382,102 $ 6,805,297 |
Fair Value | 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 receivable, prepaid expense deposits and other current assets, accounts payable and accrued liabilities, due to related parties, and deferred revenue approximate fair value because of the short-term nature of these items. |
Related Party Balances and Transactions | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures |
Income Taxes | 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 (Restated) | Revenue Recognition (Restated) In accordance with ASC 606 – Revenue from Contracts with Customers (“ASC 606”), the Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. When the Company enters into a contract, the Company analyzes the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied. The Company recognizes revenue in accordance with ASC 606 as defined above. During the nine months ended April 30, 2020 and 2019, the Company derived its revenues from the following: (1) The sale of products through a direct marketing network (approximately $6.6 million and $1.2 million for nine months ended April 30, 2020 and 2019, respectively and approximately $1.1 million and $486,000 for 3 months ended April 30, 2020 and 2019, respectively). Invoices are prepared for all sales of products through a direct marketing network. In accordance with ASC 606 , · The invoice has been generated and provided to the customer. · The performance obligations of delivery of products are stated in the invoice. · The transaction price has been identified in the invoice. · The Company has allocated the transaction price to performance obligation in the invoice. · The Company has shipped out the product and, therefore, satisfied the performance obligation. (2) The in-app purchases through the Company’s mobile application called “Yippi” or the “Yippi App” (approximately $3.4 million and $0 for the nine months ended April 30, 2020 and 2019, respectively and approximately $1.3 million and $0 for the three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to in-app purchases are recognized when: · An invoice or receipt is generated upon the in-app purchase. · The performance obligations of the delivery of in-app purchases are stated or implied on the purchase portal. · The transaction price has been identified in the in-app purchase. · The Company has allocated the transaction price to the implied performance obligation. In regards to in-apps purchases, there is a lag in between the time where a customer makes in-apps purchase and the time that the customer spends the in-app purchase and/or points. · The Company has provided the in-app purchase to the end user. When the end-user utilizes the in-apps purchase and/or points, revenue is recognized at that point in time only to the extent of the in-app point usage. All in-app purchases that have not been utilized by the end-user are recorded as deferred revenue until the point in which they are utilized by the end-user, at which time they will be recorded as revenue. (3) The hotel and flight feature (“TogaGo”) in the Yippi App (approximately $855,000 and $0 for nine months ended April 30, 2020 and 2019, respectively and approximately $88,000 and $0 for three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to the TogaGo platform purchases are recognized when: · The invoice or receipt is generated upon a purchase on the TogaGo platform. · The performance obligations of the delivery of products and services are stated or implied on the purchase portal. · The transaction price has been identified in the TogaGo platform purchase. · The Company has allocated the transaction price to the implied performance obligation. · The Company has received confirmation from the third-party that it has booked the TogaGo platform purchase and, thus; the Company has satisfied the performance obligation. (4) Royalty fees ($360,000 and $180,000 for nine months ended April 30, 2020 and 2019, respectively and $120,000 and $60,000 for three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, related to royalty/licensing fees are recognized when: · The contract has been signed by both parties for licensing and/or royalty fees. · The performance obligations are stated or implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the performance obligations pursuant to the contract. · The Company has provided the licensing to the end user and, therefore, satisfied the performance obligation. (5) Advertising revenue (approximately $475,000 and $168,000 for nine months ended April 30, 2020 and 2019, respectively and approximately $330,000 and $23,000 for three months ended April 30, 2020 and 2019, respectively). In accordance with ASC 606, related to in-app advertising are recognized when: · The contract has been signed by both parties for advertising to be provided within the Yippi App. · The performance obligations of the delivery of the in-app advertising are implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the advertising performance obligations pursuant to the contract. · The Company has provided in-app advertising in accordance with the contract and, therefore, has satisfied the performance obligation. The Company analyses whether gross sales, or net sales should be recorded. Since the Company has control over establishing price, and has control over the related costs with earning revenues, it has recorded all revenues at the gross price. For the period ended April 30, 2020, deferred revenue was related to Yippi in-app purchases and sales of product. Deferred Revenue from Yippi In-App Purchases The Company has created in-app points to use within the Yippi App. These in-app points are called Yipps. Once purchased by a user, Yipps can be used in a variety of different ways within the Yippi App. Yipps can be used to gift or tip other users, or to purchase merchandise and services from vendors. Yipps points are purchased in cash. When these points are initially purchased (but not yet used), they are recognized as deferred revenue. When these points are later used within the Yippi App (for purchases, tipping, gifting, etc.), the revenue is recognized. The Company monitors the following in order to validate the deferred revenue balances and revenue recognized during the period in relation in to the in-apps purchases: · purchase price and quantity of the Yipps points to be utilized in the Yippi App; · usage of the Yipps points over the reporting period (in order to record revenue); and · reconciliation between the used and unused points at the end of each reporting period. The increase in deferred revenue for the nine months ended April 30, 2020 is due to an increase in the amount of Yipps credits that were purchased (but remained unused) compared to the amount of Yipps credits that were used during that period and, therefore, recognized as revenue during the period. Thus, the total amount of unused Yipps increased during the period. Please refer to the Revenue Recognition policy above with respect to revenue recognition of in-app purchases and Yipps points. Upon use or redemption of the Yipps inside of the Yippi app, the Company pays the price set by the third-party supplier of the desired product or service (approximately 70% of the total cost of the item) and retains the balance as a commission (approximately 30% of the total cost of the item). The exception to this commission breakdown is when Yipps are used to redeem products and services in the Company’s TogaGo travel platform, where the Company currently takes a much lower commission to keep advertised prices low and encourages the use of the TogaGo platform (the Company’s commission is approximately 3-5% of the total cost of the product or service purchased). At the time the Yipps are used and the revenue is recognized, the amount that is paid to third-party suppliers of the goods or services is recorded by the Company as the cost of goods sold. Yipps do not have an expiration date, and this is a relatively new revenue source for the Company (deferred revenue from Yipps was first recorded in May 2019). On an ongoing basis as Yipps are purchased and used in-app, the Company expects to recognize all of the deferred revenue from a Yipps purchase as revenue within 12 months of the original purchase of such Yipps. The Company’s estimate is qualified by the limited data of historical usage. Prepaid Commission In connection with the sale of our Eostre branded products, we pay a commission to our independent agents. The commission is payable upon the sale of the products, not upon shipment of the products. The Company books the commission at the time of sale to a prepaid Commission account, included in prepaid expense and other current assets, and offsets this amount by booking a payable to the independent agent. At the time the product is shipped, and the obligation is fulfilled, the Company then recognizes commission expense out of the prepaid commission account. As of April 30, 2020, and July 31, 2019, the Company recorded in prepaid expense and other current assets $95,356 and $2,503,269, respectively, for prepaid commissions. Concentration of Revenue by Customer During the three and nine months ended April 30, 2020 and 2019, the Company’s concentration of revenue for individual customers above 10% are as follows: Three Months Ended Nine Months Ended April 30, April 30, 2020 2019 2020 2019 Agel Enterprises International Sdn Bhd 2 % 53 % 3 % 47 % Shen Zhen Ding Shang Networks Technology Co. Ltd. 16 % — 20 % — Concentration of Revenue by Country: During the three and nine months ended April 30, 2020 and 2019, the Company’s concentration of revenue by country are as follows: Three Months Ended Nine Months Ended April 30, April 30, 2020 2019 2020 2019 Malaysia (TOGL Technology) 63 % 95 % 45 % 93 % Indonesia (Toga International) 33 % 0 % 52 % 0 % United States (Toga Limited) 4 % 5 % 3 % 7 % 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 | Accounts Receivable As of April 30, 2020, the largest concentrations of the Company’s accounts receivable by individual customer was 41% with Shen Zhen Ding Shang Networks Technology Co. Ltd. (“Ding Shang Networks Technology”). As of July 31, 2019, the Company’s accounts receivable are concentrated 69.7% with Agel Enterprise International Sdn Bhd. As of April 30, 2020 and July 31, 2019, the largest concentration of the Company’s accounts receivable by country was 91% and 93% in Malaysia (TOGL Technology), respectively. |
Research and Development Expenses | Research and Development Expenses We follow ASC 730, “Research and Development,” |
COVID-19 | COVID-19 In March 2020, the World Health Organization declared the outbreak of coronavirus (“COVID-19”) as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, and its customers. To protect the Company’s employees while continuing to provide the services needed by its clients, the Company limited customer contact and minimized employee contact with other employees by having its employees work remotely. On March 19, 2020, a Movement Control Order (”MCO”) was issued by the Malaysian Prime Minister which reduced movement within Malaysia and cancelled all non-essential travel and limited travel from outsiders deemed as non-essential. While the MCO had an original duration of two weeks, it was extended numerous times but eventually the MCO was lifted as of June 9, 2020 with safe-distance and other controlling protocols in place (the Recovery Movement Control Order or “RMCO”) to protect customers and employees. As of January 26, the RMCO has been extended to March 31, 2021. Our office-based employees located in Malaysia have been working remotely since the middle of March and our office-based employees located in the United States have been working remotely since the middle of March. All of our employees have been able to continue to address customer needs in a timely fashion. Travel remains restricted to limit the risk of our employees coming in contact with COVID-19. Through April 30, 2020, there has been a noticeable increase in accounts receivable for the Company. It is likely that if the COVID-19 pandemic persists and state stay-at-home orders remain in place, more customers will be unable to keep their bills current. Further, while we have not yet experienced any interruption to our normal materials and supplies process, it is impossible to predict whether COVID-19 will cause future interruptions and delays. Through April 30, 2020, we have not had any of our employees contract the COVID-19 virus. Should we have a significant number of our employees contract the COVID-19 virus it could have a negative impact on our ability to serve customers in a timely fashion. The Company has been impacted by the MCO order in regards to TogaGo revenue. With the MCO, travel was restricted and customers were not using the Yippi App for travel and hotel bookings. This resulted in TogaGo revenue decreasing by 90% in the third quarter ended April 30, 2020. However, we expect for revenue to increase now that the MCO has been lifted. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2018, the FASB issued ASU No. 2018-08, “Collaborative Arrangements” (Topic 808) (“ASU 2018-08”), intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606. ASU 2018-08 affects all companies that enter into collaborative arrangements. ASU 2018-08 clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606 and changes certain presentation requirements for transactions with collaborative arrangement participants that are not directly related to sales to third parties. ASU 2018-08 is effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and, therefore, does not currently expect the adoption of ASU 2018-08 to have a material effect on its Consolidated Financial Statements. The Company plans to adopt ASU 2018-08 either on August 1, 2020 (the date of the Company’s fiscal year beginning after December 15, 2019) or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within ASU 2018-08. The Company has reviewed and analyzed the above recent accounting pronouncements and notes no material impact on the financial statements as of April 30, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Building 20 years Renovation 1 to 5 years Fixtures and Furniture 4 to 5 years Tools and Equipment 4 to 5 years Vehicles 3 to 5 years Computer Equipment 4 to 5 years |
Schedule of Stock-based Compensation | Nine Months Ended April 30, 2020 2019 Vesting of stock options issued to directors and officers $ 88,059 $ — Common stock issued to employees 3,294,043 6,805,297 Total $ 3,382,102 $ 6,805,297 |
Schedule of concentration of revenue by customer | Three Months Ended Nine Months Ended April 30, April 30, 2020 2019 2020 2019 Agel Enterprises International Sdn Bhd 2 % 53 % 3 % 47 % Shen Zhen Ding Shang Networks Technology Co. Ltd. 16 % — 20 % — |
Schedule of concentration of revenue by country | Three Months Ended Nine Months Ended April 30, April 30, 2020 2019 2020 2019 Malaysia (TOGL Technology) 63 % 95 % 45 % 93 % Indonesia (Toga International) 33 % 0 % 52 % 0 % United States (Toga Limited) 4 % 5 % 3 % 7 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of balance of property and equipment | April 30, July 31, 2020 2019 Building $ 3,849,238 $ 4,019,563 Renovation 265,237 154,120 Fixtures and Furniture 113,749 69,557 Tools and Equipment 146,215 92,494 Vehicles 147,326 163,969 Computer Equipment 52,454 26,256 Total property and equipment 4,574,219 4,525,959 Accumulated depreciation (264,774 ) (104,707 ) Property and equipment net $ 4,309,445 $ 4,421,252 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | April 30, 2020 July 31, 2019 Trades payable $ 1,633,475 $ 3,948,695 Wages and commission accruals 1,077,425 166,752 Other accruals 3,021,841 105,966 $ 5,732,741 $ 4,221,413 |
DEFERRED REVENUE (RESTATED) (Ta
DEFERRED REVENUE (RESTATED) (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of deferred revenue by segment | April 30, 2020 July 31, 2019 Malaysia $ 5,535,238 $ 1,548,398 Taiwan 67,833 142,939 Indonesia 26,449 3,050,608 $ 5,629,520 $ 4,741,945 |
Schedule of changes in deferred revenue | Nine Months Ended April 30, 2020 Balance, beginning of period $ 4,741,945 Deferral of revenu e 11,802,428 Recognition of deferred revenue (10,914,853 ) Balance, end of period $ 5,629,520 |
CHANGES IN EQUITY (Tables)
CHANGES IN EQUITY (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Equity [Abstract] | |
Schedule of fair value for options granted using Black-Scholes-Merton pricing model | For the nine months ended April 30, 2020 Fair values $ 12.30—14.12 Exercise price $ 0.20 Expected term at issuance 1 year Expected average volatility 89.04—169.92 % Expected dividend yield — Risk-free interest rate 1.56—1.73 % |
Schedule of change in stock options outstanding | Weighted Weighted Average Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years Balance – July 31, 2019 12,000 $ 0.30 $ 8.84 $ 1.63 Options issued 6,792 0.20 12.30 1.50 Options cancellation (18,792 ) — — — Options exercised — — — — Balance – April 30, 2020 — $ — $ — $ — |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Leases [Abstract] | |
Schedule of operating leases | April 30, 2020 Operating lease ROU assets $ 182,248 Current portion of operating lease liabilities 161,269 Noncurrent portion of operating lease liabilities 20,979 Total operating lease liabilities $ 182,248 |
Schedule of operating leases term | Weighted-average remaining lease term 0.71 years Weighted-average discount rate 3.99 % |
Schedule of maturity of operating liabilities | Year Ended July 31 2020 $ 163,221 Year Ended July 31 2021 21,024 Total operating lease payments $ 184,245 Less: Imputed interest 1,997 Total operating lease liabilities $ 182,248 |
SEGEMENTED DISCLOSURE (RESTAT_2
SEGEMENTED DISCLOSURE (RESTATED) (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of operating activities and assets information by geographic segment | Three Months Ended April 30, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 120,000 $ 1,714,740 $ 120,259 $ — $ 973,534 $ 2,928,533 Cost of goods sold — 1,783,830 42,187 — 742,502 2,568,519 Gross profit 120,000 (69,090 ) 78,072 — 231,032 360,014 OPERATING EXPENSES General and administrative expenses 34,721 250,602 129,206 4,236 845,062 1,263,827 Salaries and wages 111,979 455,400 13,031 3,135 66,485 650,030 Professional fees 543,938 21,338 2,067 564 116,031 683,938 Depreciation 32,311 59,785 1,830 — 43,542 137,468 Total Operating Expenses 722,949 787,125 146,134 7,935 1,071,120 2,735,263 LOSS FROM OPERATIONS (602,949 ) (856,215 ) (68,062 ) (7,935 ) (840,088 ) (2,375,249 ) OTHER INCOME (EXPENSE) 1,167 5,091 — 12 12,941 19,211 Net Loss $ (601,782 ) $ (851,124 ) $ (68,062 ) $ (7,923 ) $ (827,147 ) $ (2,356,038 ) Three Months Ended April 30, 2019 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 60,000 $ 568,721 $ 486,395 $ — $ — $ 1,115,116 Cost of goods sold — 133,662 45,152 — — 178,814 Gross profit 60,000 435,059 441,243 — — 936,302 OPERATING EXPENSES General and administrative expenses 35,808 103,934 332,065 3,271 8,353 483,431 Salaries and wages 6,835,297 460,264 9,206 — 28,928 7,333,695 Professional fees 177,565 34,376 4,507 71 305 216,824 Depreciation — 12,950 1,788 — 3,573 18,311 Total Operating Expenses 7,048,670 611,524 347,566 3,342 41,159 8,052,261 INCOME (LOSS) FROM OPERATIONS (6,988,670 ) (176,465 ) 93,677 (3,342 ) (41,159 ) (7,115,959 ) OTHER INCOME (EXPENSE) — 3,513 — 9 472 3,994 Net Income (Loss) $ (6,988,670 ) $ (297,545 ) $ 93,677 $ (3,333 ) $ (40,687 ) $ (7,236,558 ) Nine Months Ended April 30, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 360,000 $ 4,517,910 $ 743,777 $ — $ 6,031,082 $ 11,652,769 Cost of goods sold — 4,690,785 113,356 — 1,493,597 6,297,738 Gross profit 360,000 (172,875 ) 630,421 — 4,537,485 5,355,031 OPERATING EXPENSES General and administrative expenses 202,342 1,488,365 935,999 8,948 5,602,020 8,237,674 Salaries and wages 3,604,081 1,794,378 41,509 9,405 302,570 5,751,943 Professional fees 1,148,049 77,819 5,686 1,324 384,648 1,617,526 Depreciation 65,103 151,472 11,289 3,965 91,902 323,731 Total Operating Expenses 5,019,575 3,512,034 994,483 23,642 6,381,140 15,930,874 LOSS FROM OPERATIONS (4,659,575 ) (3,684,909 ) (364,062 ) ( 23,642 ) (1,843,655 ) ( 10,575,843 ) OTHER INCOME (EXPENSE) 5,244 30,745 260 17 128,438 164,704 Net Loss $ (4,654,331 ) $ (3,654,565 ) $ (363,802 ) $ (23,625 ) $ (1,715,217 ) $ ( 10,411,540 ) Nine Months Ended April 30, 2019 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 180,000 $ 1,352,578 $ 1,181,674 $ — $ — $ 2,714,252 Cost of goods sold — 383,040 112,440 — — 495,480 Gross profit 180,000 969,538 1,069,234 — — 2,218,772 OPERATING EXPENSES General and administrative expenses 101,422 231,639 950,652 3,271 30,760 1,317,744 Salaries and wages 6,835,297 1,135,346 196,278 — 57,755 8,224,676 Professional fees 708,836 108,604 8,746 71 20,208 846,465 Depreciation — 27,617 5,140 — 9,217 41,974 Total Operating Expenses 7,645,555 1,503,206 1,160,816 3,342 117,940 10,430,859 LOSS FROM OPERATIONS (7,465,555 ) (533,668 ) (91,582 ) (3,342 ) (117,940 ) (8,212,087 ) OTHER INCOME (EXPENSE) — 5,744 154 9 741 6,648 Net Loss $ (7,465,555 ) $ (796,817 ) $ (91,428 ) $ (3,333 ) $ (117,199 ) $ (8,474,332 ) USA Malaysia Taiwan Vietnam Indonesia Total Current assets $ 8,601,593 $ 2,353,089 $ 445,110 $ 27,203 $ 2,908,547 $ 14,335,542 Operating lease right-of-use assets 37,362 7,489 2,030 1,337 134,030 182,248 Property and equipment, net 33,402 4,093,785 13,539 — 168,719 4,309,445 Intangible assets - goodwill — 11,718 — — — 11,718 Total assets $ 8,672,357 $ 6,466,081 $ 460,679 $ 28,540 $ 3,211,296 $ 18,838,953 |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Apr. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of effects of the adjustments on the Company's previously issued financial statements | Originally Restatement As ASSETS Reported Reclassification Adjustment Restated Current Assets Accounts receivable, net $ 633,979 $ (40,000 ) $ — $ 593,979 Accounts receivable, net - related party — 40,000 — 40,000 Prepaid expense and other current assets 1,364,069 — 178,127 1,542,196 Total Current Assets 14,157,415 — 178,127 14,335,542 TOTAL ASSETS $ 18,660,826 $ — $ 178,127 $ 18,838,953 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Deferred revenue $ 5,603,071 $ — $ 26,449 $ 5,629,520 Total Current Liabilities 11,517,767 — 26,449 11,544,216 Stockholders’ Equity Accumulated deficit (35,153,704 ) — 151,678 (35,002,026 ) Total Stockholders’ equity of Toga Ltd, 7,086,923 — 151,678 7,238,601 Total Stockholders’ equity 7,113,736 — 151,678 7,265,414 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,660,826 $ — $ 178,127 $ 18,838,953 Three Months Ended April 30, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 2,176,670 $ (60,000 ) $ 751,863 $ 2,868,533 Revenue from related party — 60,000 — 60,000 Cost of goods sold 1,950,594 — 617,925 2,568,519 Gross profit 226,076 — 133,938 360,014 OPERATING EXPENSES General and administrative expenses 671,394 — 592,433 1,263,827 Total Operating Expenses 2,142,830 — 592,433 2,735,263 LOSS FROM OPERATIONS (1,916,754 ) — (458,495 ) (2,375,249 ) Loss before Income Taxes (1,897,543 ) — (458,495 ) (2,356,038 ) NET LOSS $ (1,897,543 ) $ — $ (458,495 ) $ (2,356,038 ) Net loss attributable to non-controlling interest (23,246 ) — — (23,246 ) Net loss attributable to Toga ltd. $ (1,874,297 ) $ — $ (458,495 ) $ (2,332,792 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 91,003,291 — — 91,003,291 NET LOSS PER COMMON SHARE $ (0.02 ) $ — $ (0.01 ) $ (0.03 ) Nine Months Ended April 30, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 8,719,525 $ (339,709 ) $ 2,933,244 $ 11,313,060 Revenue from related party — 339,709 — 339,709 Cost of goods sold 6,335,778 — (38,040 ) 6,297,738 Gross profit 2,383,747 — 2,971,284 5,355,031 OPERATING EXPENSES General and administrative expenses 5,830,163 (401 ) 2,407,912 8,237,674 Total Operating Expenses 13,523,363 (401 ) 2,407,912 15,930,874 LOSS FROM OPERATIONS (11,139,616 ) 401 563,372 (10,575,843 ) Loss before Income Taxes (10,974,912 ) 401 563,372 (10,411,139 ) NET LOSS $ (10,974,912 ) $ — $ 563,372 $ (10,411,540 ) Net loss attributable to non-controlling interest (31,555 ) — — (31,555 ) Net loss attributable to Toga ltd. $ (10,943,357 ) $ — $ 563,372 $ (10,379,985 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 90,921,322 — — 90,921,322 NET LOSS PER COMMON SHARE $ (0.12 ) $ — $ 0.01 $ (0.11 ) Originally Restatement As Reported Adjustment Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (10,974,912 ) $ 563,372 $ (10,411,540 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets (213,982 ) 2,369,872 2,155,890 Deferred revenue 3,818,863 (2,933,244 ) 885,619 Net cash used in operating activities $ (3,272,933 ) $ — $ (3,272,933 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - shares | May 08, 2019 | Jun. 10, 2017 | Jun. 13, 2016 | Jan. 31, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Jul. 31, 2019 | Jun. 24, 2019 | May 24, 2019 | May 07, 2019 | Jun. 09, 2017 |
Schedule Of Equity [Line Items] | |||||||||||
Number of stock issued | 20,245,519 | ||||||||||
Common stock, shares authorized | 1,000,000,000 | 10,000,000,000 | 1,000,000,000 | 1,000,000,000 | 10,000,000,000 | 100,000,000 | |||||
Forward split | a forward split at the rate of fifty (50) shares for every one (1) share (50:1) currently issued and outstanding (“Forward Split”). | ||||||||||
Reverse stock split | ten (10) shares for every one (1) share held (“10-1 Reverse Split”) | 10-1 Reverse Split | |||||||||
WGS Discovery Tours & Travel | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Ownership percentage | 100.00% | ||||||||||
PT TOGL Technology | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Ownership percentage | 67.00% | ||||||||||
President and Chief Executive Officer | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Number of stock issued | 13,869,150 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Apr. 30, 2020 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Renovation | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 to 5 years |
Fixtures and Furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 to 5 years |
Tools and Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 to 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 to 5 years |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 to 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock based compensation | $ 3,382,102 | $ 6,805,297 |
Vesting of stock options issued to directors and officers | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock based compensation | 88,059 | 0 |
Common stock issued to employees | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock based compensation | $ 3,294,043 | $ 6,805,297 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Agel Enterprise International Sdn Bhd | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 2.00% | 53.00% | 3.00% | 47.00% |
Shen Zhen Ding Shang Networks Technology Co. Ltd. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 16.00% | 0.00% | 20.00% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | |
Malaysia (TOGL Technology) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 63.00% | 95.00% | 45.00% | 93.00% |
Indonesia (Toga International) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 33.00% | 0.00% | 52.00% | 0.00% |
United States (Toga Limited) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 4.00% | 5.00% | 3.00% | 7.00% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Aug. 31, 2019 | Jul. 31, 2019 | Jun. 24, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Inventories | $ 889,527 | $ 889,527 | $ 162,985 | ||||
Revenue | 2,928,533 | $ 1,115,116 | 11,652,769 | $ 2,714,252 | |||
Right-of-use Assets | 182,248 | 182,248 | |||||
Lease Liability | 182,248 | 182,248 | |||||
Prepaid expense and other current assets | 1,542,196 | 1,542,196 | $ 3,747,648 | ||||
Prepaid commissions | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Prepaid expense and other current assets | 95,356 | 2,503,269 | 95,356 | 2,503,269 | |||
Adoption of accounting Standards Update (ASU) No. 2016-02 | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Right-of-use Assets | $ 333,798 | ||||||
Lease Liability | $ 333,798 | ||||||
Sale of products through a direct marketing network | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 1,100,000 | 486,000 | 6,600,000 | 1,200,000 | |||
Yippi in-app purchase | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 1,300,000 | 0 | $ 3,400,000 | 0 | |||
Commission description | Upon use or redemption of the Yipps inside of the Yippi app, the Company pays the price set by the third-party supplier of the desired product or service (approximately 70% of the total cost of the item) and retains the balance as a commission (approximately 30% of the total cost of the item) | ||||||
Togago platform | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 88,000,000 | 0 | $ 855,000 | 0 | |||
Commission description | the Company’s commission is approximately 3-5% of the total cost of the product or service purchased | ||||||
Percentage of decrease in revenue due to covid 19 | 90.00% | ||||||
Royalty fees | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 120,000 | 60,000 | $ 360,000 | 180,000 | |||
Advertising | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 330,000 | 23,000 | 475,000 | 168,000 | |||
Malaysia (TOGL Technology) | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | $ 1,714,740 | $ 568,721 | $ 4,517,910 | $ 1,352,578 | |||
Accounts receivable percentage | 91.00% | 91.00% | 93.00% | ||||
Right-of-use Assets | $ 7,489 | $ 7,489 | |||||
WGS Discovery Tours & Travel | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage | 100.00% | ||||||
Shen Zhen Shi Ding Shang Internet Tech Co. | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Accounts receivable percentage | 41.00% | 41.00% | |||||
Agel Enterprise International Sdn Bhd | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Accounts receivable percentage | 69.70% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 4,574,219 | $ 4,525,959 |
Accumulated depreciation | (264,774) | (104,707) |
Property and equipment | 4,309,445 | 4,421,252 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 3,849,238 | 4,019,563 |
Renovation | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 265,237 | 154,120 |
Fixtures and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 113,749 | 69,557 |
Tools and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 146,215 | 92,494 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 147,326 | 163,969 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 52,454 | $ 26,256 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Textuals) - USD ($) | 9 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 323,731 | $ 41,974 |
Acquired property and equipment in cash | $ 247,333 | $ 198,017 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trades payable | $ 1,633,475 | $ 3,948,695 |
Wages and commission accruals | 1,077,425 | 166,752 |
Other accruals | 3,021,841 | 105,966 |
Accounts payable and accrued liabilities | $ 5,732,741 | $ 4,221,413 |
DEFERRED REVENUE (RESTATED) (De
DEFERRED REVENUE (RESTATED) (Details) - Yippi - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Deferred Revenue | $ 5,629,520 | $ 4,741,945 |
Malaysia | ||
Deferred Revenue | 5,535,238 | 1,548,398 |
Taiwan | ||
Deferred Revenue | 67,833 | 142,939 |
Indonesia | ||
Deferred Revenue | $ 26,449 | $ 3,050,608 |
DEFERRED REVENUE (RESTATED) (_2
DEFERRED REVENUE (RESTATED) (Details 1) - Yippi | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Balance, beginning of period | $ 4,741,945 |
Deferral of revenue | 11,802,428 |
Recognition of deferred revenue | (10,914,853) |
Balance, end of period | $ 5,629,520 |
DEFERRED REVENUE (RESTATED) (_3
DEFERRED REVENUE (RESTATED) (Detail Textuals) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Yippi | ||
Deferred Revenue | $ 5,629,520 | $ 4,741,945 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | Sep. 09, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Revenue from related party | $ 60,000 | $ 592,624 | $ 339,709 | $ 1,270,814 | ||
Accounts receivable from related party | 40,000 | 40,000 | $ 205,210 | |||
Notes due to related parties | 24,126 | |||||
Due to related party | 20,686 | 20,686 | 1,083 | |||
Repayment to related party note | 86,105 | 74,927 | ||||
Consulting fees | 683,938 | 216,824 | 1,617,526 | 846,465 | ||
Wages | 650,030 | $ 7,333,695 | 5,751,943 | $ 8,224,676 | ||
Number of share granted | 20,245,519 | |||||
Toga Capital | ||||||
Related Party Transaction [Line Items] | ||||||
Amount borrowed from related party debt | 20,991 | $ 122,678 | ||||
Repayment to related party note | 1,741 | 72,959 | ||||
Agel Enterprise International Sdn Bhd | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from related party | 339,709 | $ 1,270,814 | ||||
Accounts receivable from related party | $ 40,000 | 40,000 | 205,210 | |||
Number of share granted | 20,000 | 10,490,362 | ||||
Value of share granted | $ 2,098,073 | |||||
Director | ||||||
Related Party Transaction [Line Items] | ||||||
Director's fees | 39,000 | 0 | ||||
Consulting fees | $ 15,000 | 0 | ||||
Number of share granted | 315 | |||||
Value of share granted | $ 4,536 | |||||
Director | TOGL Technology | ||||||
Related Party Transaction [Line Items] | ||||||
Director's fees | 114,202 | 46,025 | ||||
Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Notes due to related parties | $ 24,126 | |||||
Amount borrowed from related party debt | 84,717 | 4,135 | ||||
Repayment to related party note | 84,364 | 1,968 | ||||
CFO | ||||||
Related Party Transaction [Line Items] | ||||||
Wages | $ 133,750 | $ 0 | ||||
Number of share granted | 6,792 | |||||
Value of share granted | $ 88,059 | |||||
Number of shares redeemed | 18,792 | |||||
Redemption of stock options | $ 156,537 | |||||
Per share price of stock options redemption | $ 8.33 |
CHANGES IN EQUITY (Details)
CHANGES IN EQUITY (Details) | 9 Months Ended |
Apr. 30, 2020USD ($)Percent | |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | $ | 0.20 |
Expected term at issuance | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Term | 1 year |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values | $ | $ 12.30 |
Minimum | Expected average volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 89.04 |
Minimum | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1.56 |
Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values | $ | $ 14.12 |
Maximum | Expected average volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 169.92 |
Maximum | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1.73 |
CHANGES IN EQUITY (Details 1)
CHANGES IN EQUITY (Details 1) - $ / shares | 9 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Jul. 31, 2019 | |
Options Outstanding | ||
Balance | 12,000 | |
Options issued | 6,792 | |
Options expired | (18,792) | |
Options exercised | 0 | |
Balance | 0 | 12,000 |
Weighted Average Exercise Price | ||
Balance | $ 0.30 | |
Options issued | 0.20 | |
Options expired | 0 | |
Options exercised | 0 | |
Balance | 0 | $ 0.30 |
Weighted Average Grant Date Fair Value, Options Issued | 12.30 | |
Weighted Average Grant Date Fair Value | $ 0 | $ 8.84 |
Average Remaining Contractual Life (Years), Options Issued | 1 year 6 months | |
Average Remaining Contractual Life (Years) | 1 year 7 months 17 days |
CHANGES IN EQUITY (Detail Textu
CHANGES IN EQUITY (Detail Textuals) - USD ($) | Sep. 09, 2019 | Sep. 05, 2019 | Jun. 10, 2017 | Oct. 29, 2018 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 |
Equity [Line Items] | ||||||||||
Number of stock issued | 20,245,519 | |||||||||
Cancellation of common shares (in shares) | 20,000 | |||||||||
Forward split, description | a forward split at the rate of fifty (50) shares for every one (1) share (50:1) currently issued and outstanding (“Forward Split”). | |||||||||
Number of common stock for digital currency | 8,972,209 | |||||||||
Issuance of common shares for digital currency | $ 79,258 | $ 3,803,680 | $ 3,882,938 | |||||||
Common stock issued for employee compensation | 782,948 | |||||||||
Value of common stock issued for employee compensation | $ 6,805,297 | |||||||||
Common stock | ||||||||||
Equity [Line Items] | ||||||||||
Number of stock issued | 273,354 | |||||||||
Cancellation of common shares (in shares) | 24,614 | 24,614 | 20,000 | 24,614 | ||||||
Number of common stock for digital currency | 396,293 | 8,575,916 | ||||||||
Issuance of common shares for digital currency | $ 40 | $ 857 | ||||||||
Common stock issued for employee compensation | 253,039 | |||||||||
Value of common stock issued for employee compensation | $ 3,289,507 | |||||||||
Agel Enterprise International Sdn Bhd | ||||||||||
Equity [Line Items] | ||||||||||
Number of stock issued | 20,000 | 10,490,362 | ||||||||
Value of common stock issued | $ 2,098,073 | |||||||||
Share price per share | $ 0.20 | $ 0.20 | ||||||||
Director | ||||||||||
Equity [Line Items] | ||||||||||
Number of stock issued | 315 | |||||||||
Value of common stock issued | $ 4,536 | |||||||||
CFO | ||||||||||
Equity [Line Items] | ||||||||||
Number of stock issued | 6,792 | |||||||||
Value of common stock issued | $ 88,059 | |||||||||
Number of options granted | 6,792 | |||||||||
Exercise price | $ 0.20 | |||||||||
Number of shares redeemed | 18,792 | |||||||||
Redemption of stock options | $ 156,537 | |||||||||
Per share price of stock options redemption | $ 8.33 | |||||||||
Amount stock options granted to CFO | $ 88,059 |
LEASES (Details)
LEASES (Details) | Apr. 30, 2020USD ($) |
Leases [Abstract] | |
Operating lease ROU assets | $ 182,248 |
Current portion of operating lease liabilities | 161,269 |
Noncurrent portion of operating lease liabilities | 20,979 |
Total operating lease liabilities | $ 182,248 |
LEASES (Details 1)
LEASES (Details 1) | Apr. 30, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term | 8 months 15 days |
Weighted-average discount rate | 3.99% |
LEASES (Details 2)
LEASES (Details 2) | Apr. 30, 2020USD ($) |
Leases [Abstract] | |
Year Ended July 31 2020 | $ 163,221 |
Year Ended July 31 2021 | 21,024 |
Total operating lease payments | 184,245 |
Less: Imputed interest | 1,997 |
Total operating lease liabilities | $ 182,248 |
LEASES (Detail Textuals)
LEASES (Detail Textuals) | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Right-of-use Assets | $ 182,248 |
Operating lease liabilities | 182,248 |
Operating lease costs | $ 151,550 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms inclusive of renewal or termination options | 3 days |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms inclusive of renewal or termination options | 1 year 3 months 18 days |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (RESTATED) (Detail Textuals) - USD ($) | 1 Months Ended | 9 Months Ended |
Jul. 29, 2019 | Apr. 30, 2019 | |
Other Commitments [Line Items] | ||
Number of stock issued | 20,245,519 | |
Two Sale and Purchase Agreements | Mammoth Empire Estate Sdn. Bhd | ||
Other Commitments [Line Items] | ||
Number of stock issued | 118,174 | |
Value of common stock issued | $ 1,418,087 | |
Share price | $ 12 |
SEGEMENTED DISCLOSURE (RESTAT_3
SEGEMENTED DISCLOSURE (RESTATED) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | |
Revenue | $ 2,928,533 | $ 1,115,116 | $ 11,652,769 | $ 2,714,252 | ||||
Cost of goods sold | 2,568,519 | 178,814 | 6,297,738 | 495,480 | ||||
Gross profit | 360,014 | 936,302 | 5,355,031 | 2,218,772 | ||||
OPERATING EXPENSES | ||||||||
Selling, General and administrative expenses | 1,263,827 | 483,431 | 8,237,674 | 1,317,744 | ||||
Salaries and wages | 650,030 | 7,333,695 | 5,751,943 | 8,224,676 | ||||
Professional fees | 683,938 | 216,824 | 1,617,526 | 846,465 | ||||
Depreciation | 137,468 | 18,311 | 323,731 | 41,974 | ||||
Total Operating Expenses | 2,735,263 | 8,052,261 | 15,930,874 | 10,430,859 | ||||
LOSS FROM OPERATIONS | (2,375,249) | (7,115,959) | (10,575,843) | (8,212,087) | ||||
OTHER INCOME (EXPENSE) | 19,211 | 3,994 | 164,704 | 6,648 | ||||
Net Loss | (2,356,038) | $ (4,504,129) | $ (3,295,705) | (7,236,558) | $ (902,311) | $ (335,463) | (10,411,540) | (8,474,332) |
USA | ||||||||
Revenue | 120,000 | 60,000 | 360,000 | 180,000 | ||||
Cost of goods sold | 0 | 0 | 0 | 0 | ||||
Gross profit | 120,000 | 60,000 | 360,000 | 180,000 | ||||
OPERATING EXPENSES | ||||||||
Selling, General and administrative expenses | 34,721 | 35,808 | 202,342 | 101,422 | ||||
Salaries and wages | 111,979 | 6,835,297 | 3,604,081 | 6,835,297 | ||||
Professional fees | 543,938 | 177,565 | 1,148,049 | 708,836 | ||||
Depreciation | 32,311 | 0 | 65,103 | 0 | ||||
Total Operating Expenses | 722,949 | 7,048,670 | 5,019,575 | 7,645,555 | ||||
LOSS FROM OPERATIONS | (602,949) | (6,988,670) | (4,659,575) | (7,465,555) | ||||
OTHER INCOME (EXPENSE) | 1,167 | 0 | 5,244 | 0 | ||||
Net Loss | (601,782) | (6,988,670) | (4,654,331) | (7,465,555) | ||||
Malaysia | ||||||||
Revenue | 1,714,740 | 568,721 | 4,517,910 | 1,352,578 | ||||
Cost of goods sold | 1,783,830 | 133,662 | 4,690,785 | 383,040 | ||||
Gross profit | (69,090) | 435,059 | (172,875) | 969,538 | ||||
OPERATING EXPENSES | ||||||||
Selling, General and administrative expenses | 250,602 | 103,934 | 1,488,365 | 231,639 | ||||
Salaries and wages | 455,400 | 460,264 | 1,794,378 | 1,135,346 | ||||
Professional fees | 21,338 | 34,376 | 77,819 | 108,604 | ||||
Depreciation | 59,785 | 12,950 | 151,472 | 27,617 | ||||
Total Operating Expenses | 787,125 | 611,524 | 3,512,034 | 1,503,206 | ||||
LOSS FROM OPERATIONS | (856,215) | (176,465) | (3,684,909) | (533,668) | ||||
OTHER INCOME (EXPENSE) | 5,091 | 3,513 | 30,745 | 5,744 | ||||
Net Loss | (851,124) | (297,545) | (3,654,565) | (796,817) | ||||
Taiwan | ||||||||
Revenue | 120,259 | 486,395 | 743,777 | 1,181,674 | ||||
Cost of goods sold | 42,187 | 45,152 | 113,356 | 112,440 | ||||
Gross profit | 78,072 | 441,243 | 630,421 | 1,069,234 | ||||
OPERATING EXPENSES | ||||||||
Selling, General and administrative expenses | 129,206 | 332,065 | 935,999 | 950,652 | ||||
Salaries and wages | 13,031 | 9,206 | 41,509 | 196,278 | ||||
Professional fees | 2,067 | 4,507 | 5,686 | 8,746 | ||||
Depreciation | 1,830 | 1,788 | 11,289 | 5,140 | ||||
Total Operating Expenses | 146,134 | 347,566 | 994,483 | 1,160,816 | ||||
LOSS FROM OPERATIONS | (68,062) | 93,677 | (364,062) | (91,582) | ||||
OTHER INCOME (EXPENSE) | 0 | 0 | 260 | 154 | ||||
Net Loss | (68,062) | 93,677 | (363,802) | (91,428) | ||||
Vietnam | ||||||||
Revenue | 0 | 0 | 0 | 0 | ||||
Cost of goods sold | 0 | 0 | 0 | 0 | ||||
Gross profit | 0 | 0 | 0 | 0 | ||||
OPERATING EXPENSES | ||||||||
Selling, General and administrative expenses | 4,236 | 3,271 | 8,948 | 3,271 | ||||
Salaries and wages | 3,135 | 0 | 9,405 | 0 | ||||
Professional fees | 564 | 71 | 1,324 | 71 | ||||
Depreciation | 0 | 0 | 3,965 | 0 | ||||
Total Operating Expenses | 7,935 | 3,342 | 23,642 | 3,342 | ||||
LOSS FROM OPERATIONS | (7,935) | (3,342) | (23,642) | (3,342) | ||||
OTHER INCOME (EXPENSE) | 12 | 9 | 17 | 9 | ||||
Net Loss | (7,923) | (3,333) | (23,625) | (3,333) | ||||
Indonesia | ||||||||
Revenue | 973,534 | 0 | 6,031,082 | 0 | ||||
Cost of goods sold | 742,502 | 0 | 1,493,597 | 0 | ||||
Gross profit | 231,032 | 0 | 4,537,485 | 0 | ||||
OPERATING EXPENSES | ||||||||
Selling, General and administrative expenses | 845,062 | 8,353 | 5,602,020 | 30,760 | ||||
Salaries and wages | 66,485 | 28,928 | 302,570 | 57,755 | ||||
Professional fees | 116,031 | 305 | 384,648 | 20,208 | ||||
Depreciation | 43,542 | 3,573 | 91,902 | 9,217 | ||||
Total Operating Expenses | 1,071,120 | 41,159 | 6,381,140 | 117,940 | ||||
LOSS FROM OPERATIONS | (840,088) | (41,159) | (1,843,655) | (117,940) | ||||
OTHER INCOME (EXPENSE) | 12,941 | 472 | 128,438 | 741 | ||||
Net Loss | $ (827,147) | $ (40,687) | $ (1,715,217) | $ (117,199) |
SEGEMENTED DISCLOSURE (RESTAT_4
SEGEMENTED DISCLOSURE (RESTATED) (Details 1) - USD ($) | Apr. 30, 2020 | Jul. 31, 2019 |
Current assets | $ 14,335,542 | $ 19,121,455 |
Operating lease right-of-use assets | 182,248 | |
Property and equipment, net | 4,309,445 | 4,421,252 |
Intangible asset - goodwill | 11,718 | |
Total assets | 18,838,953 | $ 23,554,425 |
USA | ||
Current assets | 8,601,593 | |
Operating lease right-of-use assets | 37,362 | |
Property and equipment, net | 33,402 | |
Intangible asset - goodwill | 0 | |
Total assets | 8,672,357 | |
Malaysia | ||
Current assets | 2,353,089 | |
Operating lease right-of-use assets | 7,489 | |
Property and equipment, net | 4,093,785 | |
Intangible asset - goodwill | 11,718 | |
Total assets | 6,466,081 | |
Taiwan | ||
Current assets | 445,110 | |
Operating lease right-of-use assets | 2,030 | |
Property and equipment, net | 13,539 | |
Intangible asset - goodwill | 0 | |
Total assets | 460,679 | |
Vietnam | ||
Current assets | 27,203 | |
Operating lease right-of-use assets | 1,337 | |
Property and equipment, net | 0 | |
Intangible asset - goodwill | 0 | |
Total assets | 28,540 | |
Indonesia | ||
Current assets | 2,908,547 | |
Operating lease right-of-use assets | 134,030 | |
Property and equipment, net | 168,719 | |
Intangible asset - goodwill | 0 | |
Total assets | $ 3,211,296 |
SEGEMENTED DISCLOSURE (RESTAT_5
SEGEMENTED DISCLOSURE (RESTATED) (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2020 | Apr. 30, 2019 | Apr. 30, 2020 | Apr. 30, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | |
Current assets | $ 14,335,542 | $ 14,335,542 | $ 19,121,455 | |||
Cash and cash equivalents | 11,269,840 | $ 2,817,300 | 11,269,840 | $ 2,817,300 | 14,916,556 | $ 1,064,672 |
Inventories | 889,527 | 889,527 | 162,985 | |||
Prepaid expense and other current assets | 1,542,196 | 1,542,196 | ||||
Accounts receivable, net | 593,979 | 593,979 | 89,056 | |||
Property and equipment, net | 4,309,445 | 4,309,445 | $ 4,421,252 | |||
Operating lease right-of-use assets | 182,248 | 182,248 | ||||
Royalty fee revenue | Agel Enterprise International Sdn Bhd | ||||||
Revenue | 120,000 | 60,000 | 360,000 | 180,000 | ||
USA | ||||||
Current assets | 8,601,593 | 8,601,593 | ||||
Cash and cash equivalents | 8,400,000 | 8,400,000 | ||||
Property and equipment, net | 33,402 | 33,402 | ||||
Operating lease right-of-use assets | 37,362 | 37,362 | ||||
Amount of financial and administrative contracted services, professional fees, salaries and wages | 7,048,670 | |||||
Malaysia | ||||||
Current assets | 2,353,089 | 2,353,089 | ||||
Cash and cash equivalents | 1,500,000 | 1,500,000 | ||||
Prepaid expense and other current assets | 310,000 | 310,000 | ||||
Accounts receivable, net | 575,000 | 575,000 | ||||
Property and equipment, net | 4,093,785 | 4,093,785 | ||||
Advertising revenue | 23,000 | 168,000 | ||||
Management fee revenue | 530,000 | 1,100,000 | ||||
Operating lease right-of-use assets | 7,489 | 7,489 | ||||
Amount of financial and administrative contracted services, professional fees, salaries and wages | 561,893 | |||||
Malaysia | Land and building | ||||||
Property and equipment, net | 3,800,000 | 3,800,000 | ||||
Malaysia | Automobile | ||||||
Property and equipment, net | 111,000 | 111,000 | ||||
Malaysia | Tools and Equipment | ||||||
Property and equipment, net | 87,000 | 87,000 | ||||
Malaysia | Renovation costs | ||||||
Property and equipment, net | 88,000 | 88,000 | ||||
Malaysia | Togago platform | ||||||
Advertising revenue | 330,000 | |||||
Revenue | 855,000 | |||||
Malaysia | Yippi | ||||||
Revenue | 1,300,000 | 3,200,000 | ||||
Malaysia | Advertising | ||||||
Advertising revenue | 475,000 | |||||
Taiwan | ||||||
Current assets | 445,110 | 445,110 | ||||
Cash and cash equivalents | 224,000 | 224,000 | ||||
Inventories | 200,000 | 200,000 | ||||
Property and equipment, net | 13,539 | 13,539 | ||||
Operating lease right-of-use assets | 2,030 | 2,030 | ||||
Amount of financial and administrative contracted services, professional fees, salaries and wages | 447,530 | |||||
Taiwan | Direct marketing network | ||||||
Revenue | 120,000 | $ 486,000 | 745,000 | $ 1,200,000 | ||
Vietnam | ||||||
Current assets | 27,203 | 27,203 | ||||
Property and equipment, net | 0 | 0 | ||||
Operating lease right-of-use assets | 1,337 | 1,337 | ||||
Indonesia | ||||||
Current assets | 2,908,547 | 2,908,547 | ||||
Cash and cash equivalents | 1,100,000 | 1,100,000 | ||||
Inventories | 679,000 | 679,000 | ||||
Prepaid expense and other current assets | 1,000,000 | 1,000,000 | ||||
Property and equipment, net | 168,719 | 168,719 | ||||
Operating lease right-of-use assets | 134,030 | 134,030 | ||||
Amount of financial and administrative contracted services, professional fees, salaries and wages | 41,159 | |||||
Indonesia | Renovation costs | ||||||
Property and equipment, net | 75,000 | 75,000 | ||||
Indonesia | Yippi | ||||||
Revenue | 181,000 | |||||
Indonesia | Direct marketing network | ||||||
Revenue | $ 974,000 | $ 5,900,000 |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 |
Current Assets | ||||||||
Accounts receivable, net | $ 593,979 | $ 89,056 | ||||||
Accounts receivable, net - related party | 40,000 | 205,210 | ||||||
Prepaid expense and other current assets | 1,542,196 | |||||||
Total Current Assets | 14,335,542 | 19,121,455 | ||||||
TOTAL ASSETS | 18,838,953 | 23,554,425 | ||||||
Current Liabilities | ||||||||
Deferred revenue | 5,629,520 | 4,741,945 | ||||||
Total Current Liabilities | 11,544,216 | 9,041,208 | ||||||
Stockholders' Equity | ||||||||
Accumulated deficit | (35,002,026) | (24,622,041) | ||||||
Total Stockholders' equity of Toga Ltd, | 7,238,601 | 14,446,275 | ||||||
Total Stockholders' equity | 7,265,414 | $ 9,799,586 | $ 10,957,253 | 14,504,643 | $ 6,826,934 | $ 7,055,426 | $ 3,432,546 | $ 2,541,365 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 18,838,953 | $ 23,554,425 | ||||||
Originally Reported | ||||||||
Current Assets | ||||||||
Accounts receivable, net | 633,979 | |||||||
Accounts receivable, net - related party | 0 | |||||||
Prepaid expense and other current assets | 1,364,069 | |||||||
Total Current Assets | 14,157,415 | |||||||
TOTAL ASSETS | 18,660,826 | |||||||
Current Liabilities | ||||||||
Deferred revenue | 5,603,071 | |||||||
Total Current Liabilities | 11,517,767 | |||||||
Stockholders' Equity | ||||||||
Accumulated deficit | (35,153,704) | |||||||
Total Stockholders' equity of Toga Ltd, | 7,086,923 | |||||||
Total Stockholders' equity | 7,113,736 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 18,660,826 | |||||||
Reclassification | ||||||||
Current Assets | ||||||||
Accounts receivable, net | (40,000) | |||||||
Accounts receivable, net - related party | 40,000 | |||||||
Prepaid expense and other current assets | 0 | |||||||
Total Current Assets | 0 | |||||||
TOTAL ASSETS | 0 | |||||||
Current Liabilities | ||||||||
Deferred revenue | 0 | |||||||
Total Current Liabilities | 0 | |||||||
Stockholders' Equity | ||||||||
Accumulated deficit | 0 | |||||||
Total Stockholders' equity of Toga Ltd, | 0 | |||||||
Total Stockholders' equity | 0 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 0 | |||||||
Restatement Adjustment | ||||||||
Current Assets | ||||||||
Accounts receivable, net | 0 | |||||||
Accounts receivable, net - related party | 0 | |||||||
Prepaid expense and other current assets | 178,127 | |||||||
Total Current Assets | 178,127 | |||||||
TOTAL ASSETS | 178,127 | |||||||
Current Liabilities | ||||||||
Deferred revenue | 26,449 | |||||||
Total Current Liabilities | 26,449 | |||||||
Stockholders' Equity | ||||||||
Accumulated deficit | 151,678 | |||||||
Total Stockholders' equity of Toga Ltd, | 151,678 | |||||||
Total Stockholders' equity | 151,678 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 178,127 |
RESTATEMENT OF FINANCIAL STAT_4
RESTATEMENT OF FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ 2,868,533 | $ 522,492 | $ 11,313,060 | $ 1,443,438 | ||||
Revenue from related party | 60,000 | 592,624 | 339,709 | 1,270,814 | ||||
Cost of goods sold | 2,568,519 | 178,814 | 6,297,738 | 495,480 | ||||
Gross profit | 360,014 | 936,302 | 5,355,031 | 2,218,772 | ||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 1,263,827 | 483,431 | 8,237,674 | 1,317,744 | ||||
Total Operating Expenses | 2,735,263 | 8,052,261 | 15,930,874 | 10,430,859 | ||||
LOSS FROM OPERATIONS | (2,375,249) | (7,115,959) | (10,575,843) | (8,212,087) | ||||
Loss before Income Taxes | (2,356,038) | (7,111,965) | (10,411,139) | (8,205,439) | ||||
Net Loss | (2,356,038) | $ (4,504,129) | $ (3,295,705) | (7,236,558) | $ (902,311) | $ (335,463) | (10,411,540) | (8,474,332) |
Net loss attributable to non-controlling interest | (23,246) | (31,555) | ||||||
Net loss attributable to Toga ltd. | $ (2,332,792) | $ (7,236,558) | $ (10,379,985) | $ (8,474,332) | ||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 91,003,291 | 80,222,501 | 90,921,322 | 78,029,890 | ||||
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.03) | $ (0.09) | $ (0.11) | $ (0.11) | ||||
Originally Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ 2,176,670 | $ 8,719,525 | ||||||
Revenue from related party | 0 | 0 | ||||||
Cost of goods sold | 1,950,594 | 6,335,778 | ||||||
Gross profit | 226,076 | 2,383,747 | ||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 671,394 | 5,830,163 | ||||||
Total Operating Expenses | 2,142,830 | 13,523,363 | ||||||
LOSS FROM OPERATIONS | (1,916,754) | (11,139,616) | ||||||
Loss before Income Taxes | (1,897,543) | (10,974,912) | ||||||
Net Loss | (1,897,543) | (10,974,912) | ||||||
Net loss attributable to non-controlling interest | (23,246) | (31,555) | ||||||
Net loss attributable to Toga ltd. | $ (1,874,297) | $ (10,943,357) | ||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 91,003,291 | 90,921,322 | ||||||
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.02) | $ (0.12) | ||||||
Reclassification | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ (60,000) | $ (339,709) | ||||||
Revenue from related party | 60,000 | 339,709 | ||||||
Cost of goods sold | 0 | 0 | ||||||
Gross profit | 0 | 0 | ||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 0 | (401) | ||||||
Total Operating Expenses | 0 | (401) | ||||||
LOSS FROM OPERATIONS | 0 | 401 | ||||||
Loss before Income Taxes | 0 | 401 | ||||||
Net Loss | 0 | 0 | ||||||
Net loss attributable to non-controlling interest | 0 | 0 | ||||||
Net loss attributable to Toga ltd. | $ 0 | $ 0 | ||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 0 | 0 | ||||||
NET LOSS PER COMMON SHARE (in dollars per share) | $ 0 | $ 0 | ||||||
Restatement Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ 751,863 | $ 2,933,244 | ||||||
Revenue from related party | 0 | 0 | ||||||
Cost of goods sold | 617,925 | (38,040) | ||||||
Gross profit | 133,938 | 2,971,284 | ||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 592,433 | 2,407,912 | ||||||
Total Operating Expenses | 592,433 | 2,407,912 | ||||||
LOSS FROM OPERATIONS | (458,495) | 563,372 | ||||||
Loss before Income Taxes | (458,495) | 563,372 | ||||||
Net Loss | 458,495 | 563,372 | ||||||
Net loss attributable to non-controlling interest | 0 | 0 | ||||||
Net loss attributable to Toga ltd. | $ (458,495) | $ 563,372 | ||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 0 | 0 | ||||||
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.01) | $ 0.01 |
RESTATEMENT OF FINANCIAL STAT_5
RESTATEMENT OF FINANCIAL STATEMENTS (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2020 | Apr. 30, 2019 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||
Net loss | $ (2,356,038) | $ (4,504,129) | $ (3,295,705) | $ (7,236,558) | $ (902,311) | $ (335,463) | $ (10,411,540) | $ (8,474,332) |
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | 2,155,890 | |||||||
Deferred revenue | 885,619 | 2,632,252 | ||||||
Net cash used in operating activities | (3,272,933) | $ (101,161) | ||||||
Originally Reported | ||||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||
Net loss | (1,897,543) | (10,974,912) | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | (213,982) | |||||||
Deferred revenue | 3,818,863 | |||||||
Net cash used in operating activities | (3,272,933) | |||||||
Reclassification | ||||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||
Net loss | 0 | 0 | ||||||
Restatement Adjustment | ||||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||||||||
Net loss | $ 458,495 | 563,372 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | 2,369,872 | |||||||
Deferred revenue | (2,933,244) | |||||||
Net cash used in operating activities | $ 0 |
RESTATEMENT OF FINANCIAL STAT_6
RESTATEMENT OF FINANCIAL STATEMENTS (Detail Textuals) | 9 Months Ended |
Apr. 30, 2020USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Understatement of revenue | $ 2,933,244 |
Understatement of general and administrative expense | 2,407,912 |
Overstatement of cost of goods sold | 38,040 |
Understatement of prepaid commission | 178,127 |
Understatement of deferred revenue | $ 26,449 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) $ / shares in Units, RM in Millions | 1 Months Ended | 9 Months Ended | ||
May 31, 2020MYR (RM)shares | May 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020shares | Apr. 30, 2019shares | |
Subsequent Event [Line Items] | ||||
Number of stock issued | 20,245,519 | |||
Stock Purchase Agreements | Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Percentage of equity interest acquired | 20.00% | |||
Number of shares acquired by entity | 1,000,000 | 1,000,000 | ||
Percentage of interest rate of demand note | 4.00% | |||
Percentage of equity in Eostre transferred to company | 80.00% | 80.00% | ||
Stock Purchase Agreements | Subsequent event | Eostre | ||||
Subsequent Event [Line Items] | ||||
Percentage of equity interest acquired | 100.00% | |||
Number of shares acquired by entity | 5,000,000 | 5,000,000 | ||
Acquisition price per share | $ / shares | $ 1 | |||
Purchase price of acquisition | RM 5 | $ 1,250,000 | ||
Stock Purchase Agreements | Toh Kok Soon | Subsequent event | Eostre | ||||
Subsequent Event [Line Items] | ||||
Percentage of equity interest acquired | 20.00% | |||
Number of shares acquired by entity | 1,000,000 | 1,000,000 | ||
Stock Purchase Agreements | Lim Jun Hao | Subsequent event | Eostre | ||||
Subsequent Event [Line Items] | ||||
Percentage of equity interest acquired | 25.00% | |||
Number of shares acquired by entity | 1,250,000 | 1,250,000 | ||
Stock Purchase Agreements | Current owner of Eostre | Eostre | ||||
Subsequent Event [Line Items] | ||||
Number of shares acquired by entity | 400,000 | |||
Stock Purchase Agreements | Current owner of Eostre | Subsequent event | ||||
Subsequent Event [Line Items] | ||||
Number of shares acquired by entity | 1,350,000 | 1,350,000 | ||
Number of shares acquired during phases | 1,750,000 | 1,750,000 | ||
Stock Purchase Agreements | Current owner of Eostre | Subsequent event | Eostre | ||||
Subsequent Event [Line Items] | ||||
Percentage of equity interest acquired | 35.00% |