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Toga (TOGL)

Document and Entity Information

Document and Entity Information - USD ($)12 Months Ended
Jul. 31, 2019Jan. 28, 2021Jan. 31, 2019
Document And Entity Information Abstract
Entity Registrant NameToga Ltd
Entity Central Index Key0001378125
Entity Current Reporting StatusYes
Entity Voluntary FilersNo
Current Fiscal Year End Date--07-31
Entity Filer CategoryAccelerated Filer
Entity Well-known Seasoned IssuerNo
Entity Common Stock, Shares Outstanding91,013,640
Entity Public Float $ 282,746,703
Document Type10-K/A
Document Period End DateJul. 31,
2019
Amendment Flagtrue
Amendment Description



This Amendment No. 3 to the Annual Report on Form 10-K (this “Amended Annual Report”) amends the Annual Report on Form 10-K of Toga Limited (the “Company”) for the year ended July 31, 2019 (the “Original Form 10-K”), filed on November 14, 2019 with the Securities and Exchange Commission (the “SEC”), that Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended July 31, 2019, filed on June 12, 2020 with the SEC (“Amendment No. 1”) to reflect an amendment to Part II, Item 9A. Controls and Procedures, and that Amendment No. 2 to the Company’s Annual Report on Form 10-K for the year ended July 31, 2019, filed on February 8, 2021 with the SEC (“Amendment No. 2,” and collectively with the Original Form 10-K and Amendment No. 1, the “Form 10-K”), to reflect a restatement of our consolidated financial statements.
 
Description of Restatement
 
This Amended Annual Report restates the Company’s consolidated financial statements in order to correct errors resulting from the improper recognition of share-based compensation expense related to the stock options issued to the Company’s Chief Financial Officer, Alexander D. Henderson, during the year ended July 31, 2019 under the terms of his employment agreement with the Company. In the course of preparing the Annual Report on Form 10-K for the annual period ended July 30, 2020, the Company’s management discovered that certain components of the Company’s Consolidated Statements of Changes in Stockholders’ Equity relating to Mr. Henderson’s stock options were not adjusted and valued on a post-split basis for the one-for-ten reverse stock split effected on June 5, 2019. The value of Mr. Henderson’s stock options were originally reported as $1,061,017, rather than $106,102, which would have reflected the post-split value. As a result, the following line items were overstated by $954,915: (i) Additional Paid in Capital and Accumulated Deficit as reported on the Company’s Balance Sheet and Consolidated Statements of Changes in Stockholders’ Equity (Deficit) as of July 31, 2019; (ii) Stock-Based Compensation Expense as reported on the Company Consolidated Statements of Operations a component of Salaries and Wages; and (iii) Net Loss and Stock-Based Compensation as reported on the Company’s Consolidated Statements of Cash Flows. The Company has amended and updated the consolidated financial statements accordingly to reflect Mr. Henderson’s stock options at the appropriate valuation, as well as the corresponding disclosures in the MD&A to correct this error.
 
A summary of the accounting impact of these adjustments to the Company’s consolidated financial statements as of and for the year ended July 31, 2019 is provided at “Note 10, Restatement of Financial Statements.” As discussed in Note 10, we are filing this Amended Annual Report for the sole purpose of correcting the error in the valuation of Mr. Henderson’s stock options.      
 
Items Amended in This Amended Annual Report
 
For the reasons discussed above, we are filing this Amended Annual Report to amend the following sections, to the extent necessary, to reflect the adjustment discussed above:
 
●   Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
●   Part II, Item 8. Financial Statements and Supplementary Data
●   Part III, Item 11. Executive Compensation
 
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. 3 currently dated certifications of the Company’s Chief Executive Officer and Principal Financial Officer (attached as Exhibits 31.1, 31.2, 32.1, and 32.2).
 
Except as noted above, no other information in Amendment No. 2 (the most recent amendment of the Form 10-K) is amended hereby, this Amended Annual Report speaks as of the date of the filing of Amendment No. 2, and we have not updated the disclosures in this Amended Annual Report to speak as of a later date. All information contained in this Amended Annual Report is subject to updating and supplementing as provided in our reports filed with the SEC subsequent to the date of Amendment No. 2. Accordingly, this Amended Annual Report should be read in conjunction with our filings made with the SEC subsequent to the Amendment No. 2, including any amendment to these filings.



Document Fiscal Year Focus2019
Document Fiscal Period FocusFY
Entity Small Businesstrue
Entity Emerging Growth Companyfalse
Entity Shell Companyfalse
Entity Interactive Data CurrentNo

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)Jul. 31, 2019Jul. 31, 2018
Current Assets
Cash and cash equivalents $ 14,916,556 $ 1,064,672
Accounts receivable, net294,266 367,918
Prepaid expense and other current assets3,747,648 25,958
Inventories162,985 0
Total Current Assets19,121,455 1,458,548
Property and equipment4,421,252 135,706
Intangible asset - digital currency0 1,348,920
Intangible asset - goodwill11,718
Deposit0 9,780
TOTAL ASSETS23,554,425 2,952,954
Current Liabilities
Accounts payable and accrued liabilities4,221,413 180,573
Due to related parties1,083 186,390
Notes due to related parties24,126 24,126
Deferred revenue4,741,945 20,500
Income tax payable52,641
Total Current Liabilities9,041,208 411,589
Deferred tax liabilities8,574 0
Total Liabilities9,049,782 411,589
Stockholders' Equity
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value, 10,000,000,000 shares authorized; 90,762,893 and 69,586,517 shares issued and outstanding as of April 30, 2019 and July 31, 2018, respectively9,076 6,959
Common stock subscribed; 30,000,000 common shares, $0.0001 par value(3,000)(3,000)
Additional paid-in capital38,038,087 16,942,861
Accumulated deficit(23,667,126)(14,351,459)
Accumulated other comprehensive loss69,238 (53,996)
Total Stockholders' equity of Toga Ltd,14,446,275 2,541,365
Non-controlling interest58,368
Total Stockholders' Equity14,504,643 2,541,365
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 23,554,425 $ 2,952,954

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / sharesJul. 31, 2019Jul. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized20,000,000 20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized1,000,000,000 1,000,000,000
Common stock, shares issued90,762,893 69,586,517
Common stock, shares outstanding90,762,893 69,586,517
Common stock subscribed, shares30,000,000 30,000,000
Common stock subscribed, par value (in dollars per share) $ 0.0001 $ 0.0001

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Income Statement [Abstract]
Revenue $ 5,888,234 $ 1,254,495
Cost of goods sold1,729,748 145,847
Gross profit4,158,486 1,108,648
OPERATING EXPENSES
General and administrative expenses3,183,220 726,016
Salaries and wages12,119,802 467,621
Professional fees1,110,236 443,068
Research and development0 0
Depreciation93,426 15,050
Total Operating Expenses16,506,684 1,651,755
LOSS FROM OPERATIONS(12,348,198)(543,107)
OTHER INCOME (EXPENSE)
Other income205,748
Interest income16,386
Interest expense(849)(382)
Loss on settlement of debt(13,282,567)
Gain on sales of digital currency3,230,882
Total Other Income (Expense)3,246,419 (13,077,201)
Loss before Income Taxes(9,101,779)(13,620,308)
Income Tax Provision(155,520)0
Net Loss(9,257,299)(13,620,308)
Net gain attributable to non-controlling interest(58,368)
Net Loss attributable to Toga Ltd.(9,315,667)(13,620,308)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments123,234 (53,996)
Total Comprehensive Loss $ (9,192,433) $ (13,674,304)
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares)82,842,852 251,631,167
NET LOSS PER COMMON SHARE (in dollars per share) $ (0.11) $ (0.05)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)Common StockSubscription ReceivableAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive LossNon Controlling interestTotal
Balance at Jul. 31, 2017 $ 25,464 $ (3,000) $ 587,187 $ (731,151) $ (121,500)
Balance (in shares) at Jul. 31, 2017254,635,470
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares for cash $ 1,076 1,312,423 1,313,499
Issuance of common shares for cash (in shares)10,759,380
Issuance of common shares for digital currency $ 27 1,348,893 $ 1,348,920
Issuance of common shares for digital currency (in shares)269,838 269,838
Issuance of common shares for conversion $ 392 13,674,358 $ 13,674,750
Issuance of common shares for conversion (shares)3,921,829
Cancellation of common shares $ (20,000)20,000
Cancellation of common shares (in shares)(200,000,000)
Other comprehensive loss(53,996)
Net loss(13,620,308)(13,620,308)
Balance at Jul. 31, 2018 $ 6,959 (3,000)16,942,861 (14,351,459) $ (53,996)2,541,365
Balance (in shares) at Jul. 31, 201869,586,517
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common shares for cash $ 1,049 2,097,024 2,098,073
Issuance of common shares for cash (in shares)10,490,362
Issuance of common shares for digital currency $ 908 4,877,532 $ 4,878,440
Issuance of common shares for digital currency (in shares)9,078,998 9,078,998
Issuance of stock options106,102 $ 106,102
Issuance of common shares for employee compensation $ 115 10,015,559 $ 10,015,674
Issuance of common shares for employee compensation (in shares)1,156,539 1,156,539
Issuance of common shares for acquisition of properties $ 47 3,999,007 $ 3,999,054
Issuance of common shares for acquisition of properties (in shares)470,477 470,477
Cancellation of common shares $ (2)2
Cancellation of common shares (in shares)(20,000)
Other comprehensive loss123,234 $ 123,234
Net loss(9,315,667) $ 58,368 (9,257,299)
Balance at Jul. 31, 2019 $ 9,076 $ (3,000) $ 38,038,087 $ (23,667,126) $ 69,238 $ 58,368 $ 14,504,643
Balance (in shares) at Jul. 31, 201990,762,893

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,257,299) $ (13,620,308)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation93,426 15,050
Gain on sale of digital currency(3,230,882)
Stock based compensation10,121,776 0
Loss on settlement of debt13,282,567
Changes in operating assets and liabilities:
Accounts receivable73,652 (368,079)
Deposit(9,780)
Inventories(162,985)
Prepaid expenses and other current assets(3,721,690)(36,650)
Deferred revenue4,721,445 20,500
Accounts payable and accrued liabilities4,040,841 214,831
Income tax payable61,215
Net cash used in operating activities2,729,719 (492,089)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment(372,077)(152,287)
Net cash used in investing activities(372,077)(152,287)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of digital currency9,458,242
Proceeds from issuance of common stock2,098,073 1,313,499
Proceeds from related parties434,355
Repayment to related party(185,307)(49,036)
Net cash provided by financing activities11,371,008 1,698,818
Effects on changes in foreign exchange rate123,234 10,130
Net increase in cash and cash equivalents13,851,884 1,064,572
Cash and cash equivalents - beginning of period1,064,672 100
Cash and cash equivalents - end of period14,916,556 1,064,672
Supplemental Cash Flow Disclosures
Cash paid for interest0 0
Cash paid for income taxes0 0
Non-Cash Investing and Financing Activity:
Cancellation of Common Stock20
Note exchanged for due to related parties152,973
Common shares issued to settle related party note payable13,674,750
Common Stock Issued for Digital Currency4,878,440 $ 1,348,920
Common shares issued for acquisition of real property $ 3,999,054

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS12 Months Ended
Jul. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESSNOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business Description Toga Limited (the “Company”) 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 July 22, 2016, the Company changed its name to “Toga Limited.” In July 2018, the Company changed its state of incorporation to the State of Nevada. On June 10, 2017, the Board of Directors unanimously adopted resolutions authorizing the increase of the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to ten billion (10,000,000,000) shares and increased the number of the Company’s total issued and outstanding shares of common stock by conducting a forward split at the rate of fifty (50) shares for every one (1) (50:1) share currently issued and outstanding (the “Forward Split”). The Forward Split became effective in the market on September 11, 2017 following approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”). All share amounts in these consolidated financial statements have been adjusted retroactively. 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. The 10-1 Reverse Split became effective on June 5, 2019 following approval by FINRA. All share and per share information in these consolidated financial statements retroactively reflect this 10-1 Reverse Split. On September 11, 2020, the Company filed Amended and Restated Articles of Incorporation (the “A&R Articles of Incorporation”) with the Secretary of State of the State of Nevada for the purpose of dividing and designating the 1,000,000,000 shares of common stock into two classes, consisting of 500,000,000 shares of Class A voting common stock, par value $0.0001 per share (referred to herein as the “common stock”), and 500,000,000 shares of Class B non-voting common stock, par value $0.0001 per share (referred to herein as the “Class B common stock”), none of which are currently issued and outstanding. In September 2017, the Company formed TOGL Technology Sdn. Bhd. (“TOGL Technology”), a wholly owned subsidiary located in Malaysia. In May 2018, TOGL Technology opened a branch office in Taiwan. The Company suspended operations of its Taiwan branch in July 2020 due to the novel coronavirus (“COVID-19”). TOGL Technology offers technology and professional services to facilitate the use of technology by enterprises and end users. These services include software development, integration, maintenance, mobile services, and web applications. TOGL Technology also provides development of, and upgrades to, our mobile application, the Yippi App. In November 2017, the Company formed PT. Toga International Indonesia (“PT Toga Indonesia”), a majority-owned subsidiary located in Indonesia. The Company owns a 95% interest in PT Toga Indonesia. The remaining portion is owned by three individuals who are employed by the Company’s subsidiaries. PT Toga Indonesia mainly sells health-related and facial products via retail stores or through direct selling independent sales agents that sell the Company’s “Eostre” branded products at exhibitions and healthy introduction seminars. In January 2019, TOGL Technology, formed a wholly-owned subsidiary, Toga Vietnam Company Limited (“Toga Vietnam”), located in Vietnam. Toga Vietnam provides customer services support for Yippi users located in Vietnam. In May 2019, TOGL Technology, formed a majority-owned subsidiary, PT TOGL Technology Indonesia (“PT TOGL Indonesia”), located in Indonesia. TOGL Technology owns a 67% interest in PT TOGL Indonesia. PT TOGL Indonesia provides technology and professional services to facilitate the use of technology by enterprises and end users. These services include software development, integration, maintenance, mobile services, and web applications. In June 2019, TOGL Technology acquired 100% of the issued and outstanding shares of WGS Discovery Tours and Travel (M) Sdn. Bhd., a Malaysian based company (“WGS”). WGS manages the Company’s travel, hotel, and flight feature (“TogaGo”) offered through the Yippi App. In June 2020, Michael Toh Kok Soon (“Mr. Toh”), our Chief Executive Officer and Chairman, Roy Lim Jun Hao (“Mr. Lim”), TOGL Technology’s Deputy Executive Officer, and we collectively acquired 65% of the issued and outstanding shares of Eostre Bhd., a Malaysia corporation (“Eostre Bhd.”). We intend to acquire the remaining 35% of the issued and outstanding shares of Eostre Bhd. as described in more detail below under the section entitled “Eostre – Recent Changes to the Eostre Business.” Further, Eostre Bhd.’s business is discussed in detail below under the section entitled “Eostre.”

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)12 Months Ended
Jul. 31, 2019
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED)
Basis of Presentation These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a July 31 fiscal year end.
Basis of Consolidation These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology, and PT. Toga Indonesia. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan and Vietnam office.
Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase.
Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses.
As of July 31, 2019, the Company had potentially 120,000 dilutive securities from outstanding stock options, which were excluded from the computation of diluted net loss per common share because the computation was anti-dilutive.
Software Development The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of July 31, 2019, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization.
Inventories Inventories are stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves 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 July 31, 2019 and 2018, the Company had inventories of $162,985 and $0, respectively.
Equipment and Furniture Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Building
20 years
Renovation
3 5
Fixtures and Furniture
4 5
Tools and Equipment
4 5
Vehicles
3 5
Computer Equipment
4 5
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended July 31, 2019 and 2018, no impairment losses were identified.
Goodwill and Other Intangible Assets – Digital Currency We account for goodwill and intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. On June 24, 2019, the Company’s wholly owned subsidiary TOGL Technology acquired 100% shares of WGS in Malaysia, which generated goodwill of $11,718. The Company has accounted for the transaction in accordance with ASC 805 “Business Combinations.” Based on the Company’s analysis of goodwill as of July 31, 2019, no indicators of impairment exist. No impairment loss on goodwill was recognized for the year ended July 31, 2019.
Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. TOGL Technology’s functional currency is the Malaysian ringgit. All transactions initiated in Malaysian ringgit, New Taiwan dollar, Vietnamese dong, and Indonesian rupiah are translated into U.S. dollars in accordance with ASC 830-30, “
1)
Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
2)
Equity at historical rates.
3)
Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.
Year ended
Year ended
July 31,
July 31,
2019
2018
Spot MYR: USD exchange rate
$ 0.2422
$ 0.246
Average MYR: USD exchange rate
$ 0.2421
$ 0.2489
Spot NTD: USD exchange rate
$ 0.0321
$ 0.0326
Average NTD: USD exchange rate
$ 0.0323
$ 0.033
Spot IDR: USD exchange rate
$ 0.000071
$ 0.000069
Average IDR: USD exchange rate
$ 0.000069
$ 0.000072
Spot VND: USD exchange rate
$ 0.000043
$ n/a
Average VND: USD exchange rate
$ 0.000043
$ n/a
Stock-based Compensation (Restated) We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. Stock-based compensation incurred for the year ended July 31, 2019 and 2018, respectively, are summarized as follows:
Year Ended
July 31,
2019
2018
Vesting of stock options issued to directors and officers
106,102

Common stock issued to related parties, employees and consultants
10,015,674

$ 10,121,776
$ —
Fair Value FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate fair value because of the short-term nature of these items.
Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures
Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.
Revenue Recognition
In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the Standard is that recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires that companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has chosen to early adopt and apply the standards beginning in the fiscal year ended July 31, 2019 , In accordance with ASC 606 – Revenue from Contracts with Customers , 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 when the customer confirms to the Company that all of the terms and conditions of the contract has been met. During the year ended July 31, 2019, the Company derived its revenues from the following: 1) The sale of products through a direct marketing network (approximately $4.3 million and $0 for year ended July 31, 2019 and 2018, respectively). Invoices are prepared for all sales of products through a direct marketing network. In accordance with ASC 606 , i. Invoice has been generated and provided to the customer ii. Performance obligations of delivery of products are stated in the invoice iii. Transaction price has been identified in the invoice iv. The Company has allocated the transaction price to performance obligation in the invoice v. The Company has shipped out the product and therefore satisfied the performance obligation 2) Advertising revenue using a custom-built advertising feature that matches client advertising requirement. network (approximately $0.2 million and $0.1million for year ended July 31, 2019 and 2018, respectively). In accordance with ASC 606 r i. Contract has been signed by both parties for advertising to be provided within apps ii. Performance obligations of delivery of advertising are implied in the contract iii. Transaction price has been identified in the contract iv. The Company has allocated the transaction price to advertising performance obligations per contract v. The Company has provided in app advertising in accordance with the contract and has therefore satisfied the performance obligation 3) Management fees and information technology fees (approximately $1.4 million and $1.1million for year ended July 31, 2019 and 2018, respectively). In accordance with ASC 606 r i. Contract has been signed by both parties for management and information technology services to be provided ii. Performance obligations of delivery of management and information technology services are implied in the contract iii. Transaction price has been identified in the contract iv. The Company has allocated the transaction price to management and information technology performance obligations per contract v. The Company has provided management and information technology services in accordance with the contract and has therefore 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. Cash payments received are recorded as deferred revenue until the conditions, stated above, of revenue recognition have been met, specifically all obligations have been met as specified in the related customer contract. Deferred Revenue Deferred revenue consists of Yippi in-app purchases received from users in advance of revenue recognition and sales made for purchases in the Direct Marketing Network where the product delivery has not been made. The increase in the deferred revenue balance for the year ended July 31, 2019 was driven by payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. 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 July 31, 2019 and 2018, the Company recorded in prepaid expense and other current assets $2,503,269 and $0, respectively, for prepaid commissions. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows:
·
Agel: 23%,
·
Others: 77% Concentration of Revenue by Country:

Malaysia (TOGL Technology): 51%

Indonesia (PT. Toga Indonesia): 45%

United States (Toga Limited): 4% The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided.
Accounts Receivable The Company’s accounts receivable balance is related to advertising and management fees through TOGL Technology. Accounts receivable are recorded in accordance with ASC 310, “ .” As of July 31, 2019, the Company’s accounts receivable was concentrated 70% with Agel. As of July 31, 2019, the Company’s accounts receivable was concentrated 93% in Malaysia (TOGL Technology) and 7% in United States (Toga Limited).
Research and Development Expenses We follow ASC 730, “ ”
Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 was effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-08 “Collaborative Arrangements” (Topic 808) intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606 “Revenue from Contracts with Customers.” The ASU affects all companies that enter into collaborative arrangements. The ASU clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 and changes certain presentation requirements for transactions with collaborative arrangement participants that are not directly related to sales to third parties. The standard was effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and, therefore, does not currently expect the adoption of this standard to have a material effect on its consolidated financial statements. The Company plans to adopt this ASU either on the effective date of January 1, 2020 or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within this ASU. The Company reviewed and analyzed the above recent accounting pronouncements and determined that none of these recent accounting pronouncements will have a material impact on the consolidated financial statements as of July 31, 2019.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT12 Months Ended
Jul. 31, 2019
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENTNOTE 3. PROPERTY AND EQUIPMENT As of July 31, 2019 and 2018, the balance of property and equipment represented consisted of the followings:
July 31,
July 31,
2019
2018
Building
$ 4,019,563
$ —
Renovation
154,120
85,362
Fixtures and Furniture
69,555
38,046
Tools and Equipment
92,494
20,796
/Vehicles
163,969

Computer Equipment
26,256
5,798
4,525,959
150,002
Accumulated depreciation
(104,707 )
(14,296 )
$ 4,421,252
$ 135,706
Depreciation expense for the year ended July 31, 2019 and 2018 was $93,426 and $15,050, respectively. During the year ended July 31, 2019 and 2018, the Company acquired property and equipment of $4,375,957 and $152,287, respectively.

INTANGIBLE ASSET - DIGITAL CURR

INTANGIBLE ASSET - DIGITAL CURRENCY12 Months Ended
Jul. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET - DIGITAL CURRENCYNOTE 4. INTANGIBLE ASSET - DIGITAL CURRENCY During the year ended July 31, 2019, the Company issued 9,078,998 shares of common stock at a per-share price of $0.54, paid for with digital currency valued at $4,878,440. During the year ended July 31, 2018, the Company issued 269,838 shares of common stock at a per-share price of $5.00, paid for with digital currency valued at $1,348,920. During the year ended July 31, 2019, the Company sold a total of 1,200 Bitcoins, recorded as Intangible Asset - Digital Currency, for a total of $9,458,242, recognizing gain on sales of digital currency of $3,230,882. As of July 31, 2019 and 2018, the Company had digital currency of $0 and $1,348,920, respectively. Digital currencies are nonfinancial assets that lack physical substance. We believe that digital currencies meet the definition of indefinite-lived intangible assets

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS12 Months Ended
Jul. 31, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONSNOTE 5. RELATED PARTY TRANSACTIONS (RESTATED) Notes due to related parties On September 30, 2017, the Company issued a note payable in the amount of $152,973 to Toga Capital Sdn. Bhd. (“Toga Capital”), which is partially owned by an officer and director of the Company, for repayment of amounts due to related parties of $152,973. The promissory note bears interest at a rate of 2% and had a maturity day of September 30, 2018. During the year ended July 31, 2018, the Company issued 1,533,552 shares of common stock with a fair value of $2,453,683 to repay the aggregate outstanding principal amount of $152,973 and accrued interest of $383 due pursuant to the promissory note. As a result, the Company recorded a loss on settlement of debt of $2,300,327. On May 31, 2016, all outstanding related party advances were paid by a current director of the Company. The Company had outstanding a note payable due to related party who was a director of the Company, of $24,126 and $24,126 as of July 31, 2019 and July 31, 2018, respectively. The amount was non-interest bearing, unsecured and due on demand.
Due to related parties During the years ended July 31, 2019 and 2018, the Company borrowed a total amount of $0 and $434,355, respectively, from Toga Capital, a related party, and repaid $183,339 and $49,036, respectively. During the years ended July 31, 2019 and 2018, total expenses paid directly by Toga Capital, a related party, on behalf of the Company were $0 and $48,679, respectively. During the years ended July 31, 2019 and 2018, the Company borrowed a total amount of $0 and $0, respectively, and repaid $1,968 and $0, respectively, from the Chief Executive Officer of the Company. During the years ended July 31, 2019 and 2018, the Company purchased property and equipment of $0 and $25,218, respectively, from related parties. As of July 31, 2019 and 2018, $1,083 and $186,390, respectively, was due to a related party. The amount was non-interest bearing, unsecured and due on demand. Related party compensation (Restated) During the years ended July 31, 2019 and 2018, the Company incurred director’s fees of $9,000 and $0, respectively, to directors of the Company. During the years ended July 31, 2019 and 2018, the Company incurred wages of $66,000 and $0, respectively, to the Chief Financial Officer of the Company. During the year ended July 31, 2019, the Company granted stock options to purchase up to 12,000 shares of common stock to the Company’s directors and Chief Financial Officer, with an aggregate value of $106,102. See Note 6 for additional information. During the year ended July 31, 2019, the Company issued 113,530 shares of common stock as stock-based compensation to the Chief Executive Officer of the Company valued at $1,033,899.
Related party stock purchases During the years ended July 31, 2019 and 2018, Agel purchased common stock of the Company for cash as disclosed in Note 6. During the year ended July 31, 2019, Agel purchased 8,792,900 shares of common stock for $2,732,642 of digital currency. Related party revenue During the year ended July 31, 2018, the Company generated advertising revenue of approximately $0.1 million and management fee revenue of approximately $0.5 million from Agel. During the year ended July 31, 2019, the Company generated advertising revenue of approximately $0.2 million, information technology fee revenue of approximately $0.1 million, and management fee revenue of approximately $1.3 million from Agel.

EQUITY

EQUITY12 Months Ended
Jul. 31, 2019
Equity [Abstract]
EQUITYNOTE 6. EQUITY (RESTATED) Amendment to Articles of Incorporation and 10-1 Reverse Split On May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from 10,000,000,000 shares to 1,000,000,000 shares and decreasing its issued and outstanding shares of common stock at a ratio of 10 shares for every 1 share held. See Note 1 for additional information. All share and per share information in these consolidated financial statements retroactively reflect the 10-1 Reverse Split. Preferred stock As of July 31, 2019, t he Company was authorized to issue 20,000,000 shares of preferred stock at a par value of $0.0001. As of July 31, 2019 and 2018, no Common stock As of July 31, 2019, t he Company was authorized to issue 1,000,000,000 shares of common stock at a par value of $0.0001. During the year ended July 31, 2019, the Company issued 21,196,376 shares of common stock, as follows:
· 10,490,362 shares of common stock for cash of $2,098,073 to Agel, who was a related party, at a price of $0.20 per share;
· 9,078,998 shares of common stock issued for $4,878,440 of digital currency
· 1,156,539 shares of common stock issued valued at $10,015,674 for employee compensation; and
· 470,477 shares of common stock issued for the acquisition of real properties valued at $3,999,054. On October 29, 2018, a stockholder of the Company returned 20,000 shares of common stock for cancellation without consideration for such cancellation. During the year ended July 31, 2018, the Company issued 14,951,047 shares of common stock, as follows:
·
8,402,929 shares of common stock for $842,209 to Toga Capital, a company that was partially owned by an officer and director of the Company, at a price of $0.10 per share;
·
1,533,552 shares of common stock with a fair value of $2,453,683 as settlement of a note payable due to a related party of aggregate principal of $152,973 and accrued interest of $383;
·
2,388,277 shares of common stock with a fair value of $11,221,067 as settlement of due to a related party of $238,828;
·
2,356,451 shares of common stock for $471,290 to Agel at a price of $0.20 per share; and
·
269,838 shares of common stock at $5.00 per share for digital currency valued at $1,348,920 On July 6, 2018, three majority stockholders of the Company returned a total of 2,000,000,000 shares of common stock for cancellation without consideration for such cancellation. As of July 31, 2019 and 2018, 90,762,893 and 69,586,517 shares of the Company’s common stock were issued and outstanding, respectively. Stock Options (Restated) During the year ended July 31, 2019, the Company granted options to purchase up to 12,000 shares of common stock to the Company’s Chief Financial Officer. One-half of the option shares, or 6,000 shares, had an exercise price of $2.00 and the other one-half of the option shares, or 6,000 shares, had an exercise price of $4.00. The options were valued at the fair value calculated using the Black-Scholes-Merton model. The value of the options was $1,06,102 and recorded as stock-based compensation. The options are subject to a vesting schedule of one-third of the option shares vesting every thirty (30) days. No stock options were issued during the year ended July 31, 2018. The following assumptions were used to determine the fair value for the options granted using a Black-Scholes-Merton pricing model during the year ended July 31, 2019:
For the year ended
Fair values
$
8.46—9.22
Exercise price
$
2.00—4.00
Expected term at issuance
2years
Expected average volatility
260.11—300.53
%
Expected dividend yield

Risk-free interest rate
2.31—2.56
% A summary of the change in stock options outstanding for the year ended July 31, 2019 is as follows:
Average
Weighted
Weighted
Remaining
Average
Average
Contractual
Options
Exercise
Grant Date
Life
Outstanding
Price
Fair Value
(Years)
Balance – July 31 2018

$ —
$ —

Options issued
12,000
$ 3.00
$ 8.84
2.00
Options expired




Options exercised




Balance – July 31, 2019
12,000
$ 3.00
$8.84
1.63

INCOME TAXES (RESTATED)

INCOME TAXES (RESTATED)12 Months Ended
Jul. 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAXES (RESTATED)NOTE 7. INCOME TAXES (RESTATED) The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any income tax liabilities due to accumulated net losses. The Company operates in various tax jurisdictions, and accordingly, its income is subject to varying rates of tax. For the fiscal year ended July 31, 2019, no taxable income was generated. All tax years since fiscal year ended 2012, are open for review. The Company had a net loss of $9,257,299 for the year ended July 31, 2019 and $13,620,308 for the same period in 2018. As of July 31, 2019, the Company’s net operating loss carry forward was approximately $3,000,000, which will begin to expire in year 2036. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended July 31, 2018. The Company’s financial statements for the year ended July 31, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21%, Malaysia’s corporate tax rate of 24%, Indonesia’s corporate tax rate of 25%, as well as other changes. The components of income tax expense benefit are as follows:
Years Ended
July 31,
2019
2018
US Federal
$ —
$ —
State


Foreign taxes
155,520

Total
$ 155,520
$ —
The reconciliation of income tax expense at the blended U.S. statutory rate of 21%, to the Company’s effective tax rate is as follows:
Years Ended
July 31,
2019
2018
Federal income tax benefit attributable to:
Net loss (benefit) at Federal Statutory rate (21% for 2019)
$ 2,571,393
$ 3,677,000
Non-deductible expenses
(2,125,573 )
(3,586,000 )
Foreign taxes
(61,215 )

State taxes


Effect of change in statutory rate

(98,200 )
Change in valuation allowance
(229,085 )
7,200
Total tax provision
$ 155,520
$ —
There were no significant foreign tax losses or income to date. The significant components of deferred tax assets are as follows:
July 31,
July 31,
2019
2018
Net operating loss carryforwards at tax rates in effect at period end
$ 455,685
$ 226,600
Less: valuation allowance
(455,685 )
(226,600 )
Total deferred tax asset
$ —
$ —

OTHER INCOME

OTHER INCOME12 Months Ended
Jul. 31, 2019
Other Income and Expenses [Abstract]
OTHER INCOMENOTE 8. OTHER INCOME Other income for the year ended July 31, 2019 was $0, and $205,748 for the year ended July 31, 2018. Other income of $205,748 for the year ended July 31, 2018 was generated through real estate commissions.

SEGMENTED DISCLOSURE (RESTATED)

SEGMENTED DISCLOSURE (RESTATED)12 Months Ended
Jul. 31, 2019
Segment Reporting [Abstract]
SEGMENTED DISCLOSURE (RESTATED)NOTE 9. SEGMENTED DISCLOSURE (RESTATED) The following table shows operating activities information by geographic segment for the year ended July 31, 2019 and 2018:
Year Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Revenue
$ 240,000
$ 1,356,336
$ 1,673,781
$ —
$ 2,618,117
$ 5,888,234
Cost of goods sold

1,353,412
142,417

233,919
1,729,748
Gross profit
240,000
2,924
1,531,364

2,384,198
4,158,486
OPERATING EXPENSES
General and administrative expenses
41,374
760,918
1,015,200
8,666
1,357,062
3,183,220
Salaries and wages
10,121,776
1,686,638
206,914

104,474
12,119,802
Professional fees
907,546
158,173
15,424
71
29,022
1,110,236
Depreciation
73,330
6,910

13,186
93,426
Total Operating Expenses
11,070,696
2,679,059
1,244,448
8,737
1,503,744
16,506,684
LOSS FROM OPERATIONS
(10,830,696 )
(2,676,135 )
286,916
(8,737 )
880,454
(12,348,198 )
OTHER INCOME (EXPENSE)
3,232,306
9,917
653

3,543
3,246,419
Loss before Income Taxes
(7,598,390 )
(2,666,218 )
287,569
(8,737 )
883,997
(9,101,779 )
Income Tax Provision

(155,520 )



(155,520 )
Net Loss
$ (7,598,390 )
$ (2,821,738 )
$ 287,569
$ (8,737 )
$ 883,997
$ (9,257,299 ) During the year ended July 31, 2019, the Indonesia segment generated advertising revenue through the social media apps and direct marketing network sales of approximately $0.2 million and $2.4 million, respectively. During the year ended July 31, 2019, the Malaysia segment generated advertising revenue of approximately $0.2 million, information technology fee revenue of approximately $0.1 million, and management fee revenue from Agel of approximately $1.1 million. During the year ended July 31, 2019, the Taiwan segment generated revenue through the direct marketing network sales of approximately $1.7 million. During the year ended July 31, 2019, the U.S.A. segment recognized management fee revenue of approximately $0.2 million from Agel. During the year ended July 31, 2019, the Malaysia segment incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions. During the year ended July 31, 2019, the U.S.A segment incurred stock-based compensation from the issuance of shares of common stock for employee compensation. During the year ended July 31, 2019, the Malaysia segment incurred research and development expenses. During the year ended July 31, 2019, the U.S.A. segment incurred other income from gain on sale of intangible assets.
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Revenue
$ —
$ 1,225,149
$ 29,346
$ —
$ 1,254,495
Cost of goods sold

143,760
2,087

145,847
Gross profit

1,081,389
27,259

1,108,648
OPERATING EXPENSES
General and administrative expenses
329,360
330,080
24,738
41,838
726,016
Salaries and wages

455,246

12,375
467,621
Professional fees
313,639
114,308
794
14,327
443,068
Depreciation

7,622
865
6,563
15,050
Total Operating Expenses
642,999
907,256
26,397
75,103
1,651,755
LOSS FROM OPERATIONS
(642,999 )
174,133
862
(75,103 )
(543,107 )
OTHER INCOME (EXPENSE)
(13,210,449 )
133,248


(13,077,201 )
Loss before Income Taxes
(13,853,448 )
307,381
862
(75,103 )
(13,620,308 )
Net Loss
$ (13,853,448 )
$ 307,381
$ 862
$ (75,103 )
$ (13,620,308 ) During the year ended July 31, 2018, the Malaysia segment generated advertising revenue of approximately $0.1 million, information technology fee revenue of approximately $0.6 million and management fee revenue of approximately $0.5 million from Agel. During the year ended July 31, 2018, the Malaysia and U.S.A. segments incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions. During the year ended July 31, 2018, the U.S.A. segment incurred other expenses mainly related to loss on settlement of debt. The following table shows assets information by geographic segment at July 31, 2019 and 2018:
Year Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Current assets
$ 9,618,099
$ 1,874,078
$ 1,016,412
$ 35,531
$ 6,577,335
$ 19,121,455
Property and equipment

4,357,148
18,251

45,853
4,421,252
Intangible asset - digital currency






Intangible asset - goodwill

11,718



11,718
Deposit






Total assets
$ 9,618,099
$ 6,242,944
$ 1,034,663
$ 35,531
$ 6,623,188
$ 23,554,425
As of July 31, 2019, our USA parent company has current assets of $9.6 million primarily includes cash and cash equivalents of $9.5 million. As of July 31, 2019, our Malaysian entities have current assets of $1.9 million primarily includes cash and cash equivalents of $1.2 million, prepaid expenses of $222,000 and accounts receivable of $194,000. As of July 31, 2019, our Taiwan entity has current assets of $1.0 million primarily includes cash and cash equivalent of $820,000 and inventory of $140,000. As of July 31, 2019, our Indonesian entities have current assets of $6.6 million primarily includes cash and cash equivalents of $2.8 million, inventory of $507,000 and prepaid expenses of $3.0 million. As of July 31, 2019, our Malaysian entities have property and equipment of $4.4 million including land and building of $4 million, automobile of $151,000, leasehold improvement of $109,000 and tolls and equipment of $64,000.
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Current assets
$ 333,098
$ 722,354
$ 375,179
$ 27,917
$ 1,458,548
Property and equipment

86,073
10,294
39,339
135,706
Intangible asset - digital currency
1,348,920



1,348,920
Deposit

9,780


9,780
Total assets
$ 1,682,018
$ 818,207
$ 385,473
$ 67,256
$ 2,952,954
As of July 31, 2018, the U.S.A. segment had current assets of $333,000 which primarily included cash and cash equivalents of $313,000. As of July 31, 2018, the Malaysia segment had current assets of $722,000 $445,000 and accounts receivable of $344,000. As of July 31, 2018, the Taiwan segment had current assets of $357,000 of $306,000. As of July 31, 2018, the U.S.A. segment had intangible assets valued at $1.3 million.

RESTATEMENT OF FINANCIAL STATEM

RESTATEMENT OF FINANCIAL STATEMENTS12 Months Ended
Jul. 31, 2019
Accounting Changes and Error Corrections [Abstract]
RESTATEMENT OF FINANCIAL STATEMENTSNOTE 10 - RESTATEMENT OF FINANCIAL STATEMENTS
The Company's financial statements as of July 31, 2019, contained an overstatement of general and administrative expenses of $954,915, for the valuation of executive stock options.
The effects of the adjustments on the Company’s previously issued financial statements as of July 31, 2019 and for the year ended July 31, 2019 are summarized as follows:
Originally
Restatement
As
Reported ($)
Adjustment ($)
Restated ($)
Stockholders’ Equity
Additional paid-in capital
38,993,002
(954,915 )
38,038,087
Accumulated deficit
(24,622,041 )
954,915
(23,667,126 )
Year Ended July 31, 2019
Originally
Restatement
As
Reported ($)
Adjustment ($)
Restated ($)
OPERATING EXPENSES
Salaries and wages
13,074,717
(954,915 )
12,119,802
Total Operating Expenses
17,461,599
(954,915 )
16,506,684
LOSS FROM OPERATIONS
(13,303,113 )
(954,915 )
(12,348,198 )
Loss before Income Taxes
(10,056,694 )
(954,915 )
(9,101,779 )
NET LOSS
(10,212,214 )
(954,915 )
(9,257,299 )
Net loss attributable to Toga ltd.
(10,270,582 )
(954,915 )
(9,315,667 )
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
NET LOSS PER COMMON SHARE
(0.12 )
(0.01 )
(0.11 )
Originally
Restatement
As
Reported ($)
Adjustment ($)
Restated ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
(10,212,214 )
954,915
(9,257,299 )
Adjustments to reconcile net loss to net cash from operating activities:
Stock based compensation
11,076,691
(954,915 )
10,121,776

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS12 Months Ended
Jul. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTSNOTE 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events through June 12, 2020, the date the original Form 10-K Amendment No. 1 was filed with the Secruties Exchange Commission. On September 9, 2019, the Company issued 20,000 shares of common stock to Agel Enterprises. This issuance was to correct a transaction where 20,000 shares were transferred to certain shareholders by Agel and subsequently cancelled by Agel. The shares should have been returned to Agel but were inadvertently returned to the Company. As of September 6, 2019, the Company moved it U.S.–based headquarters from Las Vegas, Nevada to Irvine, California. The Company has leased an office at 2757 McCabe Way, Suite 100, Irvine, California 92614. As of October 1, 2019, the Company was approved and upgraded to OTCQX Best Market. On November 7, 2019, the Company issued a total of 253,039 shares of its common stock to twenty-seven (27) of its employees, pursuant to an Employee Stock Bonus Agreement. Pursuant to the terms of such agreement, said shares were fully vested as of July 15, 2019. On June 11, 2019, 24,614 common shares were issued to employees through clerical errors. Subsequent to July 31, 2019, the shares were cancelled.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Policies)12 Months Ended
Jul. 31, 2019
Accounting Policies [Abstract]
Basis of PresentationBasis of Presentation These consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a July 31 fiscal year end.
Basis of ConsolidationBasis of Consolidation These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology, and PT. Toga Indonesia. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan and Vietnam office.
Use of EstimatesUse of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.
Cash and Cash EquivalentsCash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase.
Basic and Diluted Earnings per ShareBasic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses.
As of July 31, 2019, the Company had potentially 120,000 dilutive securities from outstanding stock options, which were excluded from the computation of diluted net loss per common share because the computation was anti-dilutive.
Software DevelopmentSoftware Development The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of July 31, 2019, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization.
InventoriesInventories Inventories are stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves 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 July 31, 2019 and 2018, the Company had inventories of $162,985 and $0, respectively.
Equipment and FurnitureEquipment and Furniture Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:
Building
20 years
Renovation
3 5
Fixtures and Furniture
4 5
Tools and Equipment
4 5
Vehicles
3 5
Computer Equipment
4 5
Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended July 31, 2019 and 2018, no impairment losses were identified.
Goodwill and Other Intangible Assets - Digital currencyGoodwill and Other Intangible Assets – Digital Currency We account for goodwill and intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. On June 24, 2019, the Company’s wholly owned subsidiary TOGL Technology acquired 100% shares of WGS in Malaysia, which generated goodwill of $11,718. The Company has accounted for the transaction in accordance with ASC 805 “Business Combinations.” Based on the Company’s analysis of goodwill as of July 31, 2019, no indicators of impairment exist. No impairment loss on goodwill was recognized for the year ended July 31, 2019.
Foreign Currency TranslationsForeign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. TOGL Technology’s functional currency is the Malaysian ringgit. All transactions initiated in Malaysian ringgit, New Taiwan dollar, Vietnamese dong, and Indonesian rupiah are translated into U.S. dollars in accordance with ASC 830-30, “
1)
Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
2)
Equity at historical rates.
3)
Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.
Year ended
Year ended
July 31,
July 31,
2019
2018
Spot MYR: USD exchange rate
$ 0.2422
$ 0.246
Average MYR: USD exchange rate
$ 0.2421
$ 0.2489
Spot NTD: USD exchange rate
$ 0.0321
$ 0.0326
Average NTD: USD exchange rate
$ 0.0323
$ 0.033
Spot IDR: USD exchange rate
$ 0.000071
$ 0.000069
Average IDR: USD exchange rate
$ 0.000069
$ 0.000072
Spot VND: USD exchange rate
$ 0.000043
$ n/a
Average VND: USD exchange rate
$ 0.000043
$ n/a
Stock-based Compensation (Restated)Stock-based Compensation (Restated) We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. Stock-based compensation incurred for the year ended July 31, 2019 and 2018, respectively, are summarized as follows:
Year Ended
July 31,
2019
2018
Vesting of stock options issued to directors and officers
106,102

Common stock issued to related parties, employees and consultants
10,015,674

$ 10,121,776
$ —
Fair ValueFair Value FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate fair value because of the short-term nature of these items.
Related Party Balances and TransactionsRelated Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures
Income TaxesIncome Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.
Revenue RecognitionRevenue Recognition
In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the Standard is that recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires that companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has chosen to early adopt and apply the standards beginning in the fiscal year ended July 31, 2019 , In accordance with ASC 606 – Revenue from Contracts with Customers , 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 when the customer confirms to the Company that all of the terms and conditions of the contract has been met. During the year ended July 31, 2019, the Company derived its revenues from the following: 1) The sale of products through a direct marketing network (approximately $4.3 million and $0 for year ended July 31, 2019 and 2018, respectively). Invoices are prepared for all sales of products through a direct marketing network. In accordance with ASC 606 , i. Invoice has been generated and provided to the customer ii. Performance obligations of delivery of products are stated in the invoice iii. Transaction price has been identified in the invoice iv. The Company has allocated the transaction price to performance obligation in the invoice v. The Company has shipped out the product and therefore satisfied the performance obligation 2) Advertising revenue using a custom-built advertising feature that matches client advertising requirement. network (approximately $0.2 million and $0.1million for year ended July 31, 2019 and 2018, respectively). In accordance with ASC 606 r i. Contract has been signed by both parties for advertising to be provided within apps ii. Performance obligations of delivery of advertising are implied in the contract iii. Transaction price has been identified in the contract iv. The Company has allocated the transaction price to advertising performance obligations per contract v. The Company has provided in app advertising in accordance with the contract and has therefore satisfied the performance obligation 3) Management fees and information technology fees (approximately $1.4 million and $1.1million for year ended July 31, 2019 and 2018, respectively). In accordance with ASC 606 r i. Contract has been signed by both parties for management and information technology services to be provided ii. Performance obligations of delivery of management and information technology services are implied in the contract iii. Transaction price has been identified in the contract iv. The Company has allocated the transaction price to management and information technology performance obligations per contract v. The Company has provided management and information technology services in accordance with the contract and has therefore 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. Cash payments received are recorded as deferred revenue until the conditions, stated above, of revenue recognition have been met, specifically all obligations have been met as specified in the related customer contract. Deferred Revenue Deferred revenue consists of Yippi in-app purchases received from users in advance of revenue recognition and sales made for purchases in the Direct Marketing Network where the product delivery has not been made. The increase in the deferred revenue balance for the year ended July 31, 2019 was driven by payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. 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 July 31, 2019 and 2018, the Company recorded in prepaid expense and other current assets $2,503,269 and $0, respectively, for prepaid commissions. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows:
·
Agel: 23%,
·
Others: 77% Concentration of Revenue by Country:

Malaysia (TOGL Technology): 51%

Indonesia (PT. Toga Indonesia): 45%

United States (Toga Limited): 4% The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided.
Accounts ReceivableAccounts Receivable The Company’s accounts receivable balance is related to advertising and management fees through TOGL Technology. Accounts receivable are recorded in accordance with ASC 310, “ .” As of July 31, 2019, the Company’s accounts receivable was concentrated 70% with Agel. As of July 31, 2019, the Company’s accounts receivable was concentrated 93% in Malaysia (TOGL Technology) and 7% in United States (Toga Limited).
Research and Development ExpensesResearch and Development Expenses We follow ASC 730, “ ”
Recent Accounting PronouncementsRecent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 was effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-08 “Collaborative Arrangements” (Topic 808) intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606 “Revenue from Contracts with Customers.” The ASU affects all companies that enter into collaborative arrangements. The ASU clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 and changes certain presentation requirements for transactions with collaborative arrangement participants that are not directly related to sales to third parties. The standard was effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and, therefore, does not currently expect the adoption of this standard to have a material effect on its consolidated financial statements. The Company plans to adopt this ASU either on the effective date of January 1, 2020 or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within this ASU. The Company reviewed and analyzed the above recent accounting pronouncements and determined that none of these recent accounting pronouncements will have a material impact on the consolidated financial statements as of July 31, 2019.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Tables)12 Months Ended
Jul. 31, 2019
Accounting Policies [Abstract]
Schedule of estimated useful lives of assetsBuilding
20 years
Renovation
3 5
Fixtures and Furniture
4 5
Tools and Equipment
4 5
Vehicles
3 5
Computer Equipment
4 5
Schedule of foreign currency translationsYear ended
Year ended
July 31,
July 31,
2019
2018
Spot MYR: USD exchange rate
$ 0.2422
$ 0.246
Average MYR: USD exchange rate
$ 0.2421
$ 0.2489
Spot NTD: USD exchange rate
$ 0.0321
$ 0.0326
Average NTD: USD exchange rate
$ 0.0323
$ 0.033
Spot IDR: USD exchange rate
$ 0.000071
$ 0.000069
Average IDR: USD exchange rate
$ 0.000069
$ 0.000072
Spot VND: USD exchange rate
$ 0.000043
$ n/a
Average VND: USD exchange rate
$ 0.000043
$ n/a
Schedule of stock-based compensationYear Ended
July 31,
2019
2018
Vesting of stock options issued to directors and officers
106,102

Common stock issued to related parties, employees and consultants
10,015,674

$ 10,121,776
$ —

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)12 Months Ended
Jul. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of balance of property and equipmentJuly 31,
July 31,
2019
2018
Building
$ 4,019,563
$ —
Renovation
154,120
85,362
Fixtures and Furniture
69,555
38,046
Tools and Equipment
92,494
20,796
/Vehicles
163,969

Computer Equipment
26,256
5,798
4,525,959
150,002
Accumulated depreciation
(104,707 )
(14,296 )
$ 4,421,252
$ 135,706

EQUITY (Tables)

EQUITY (Tables)12 Months Ended
Jul. 31, 2019
Equity [Abstract]
Schedule of fair value for options granted using Black-Scholes-Merton pricing modelFor the year ended
Fair values
$
8.46—9.22
Exercise price
$
2.00—4.00
Expected term at issuance
2years
Expected average volatility
260.11—300.53
%
Expected dividend yield

Risk-free interest rate
2.31—2.56
%
schedule of change in stock options outstandingAverage
Weighted
Weighted
Remaining
Average
Average
Contractual
Options
Exercise
Grant Date
Life
Outstanding
Price
Fair Value
(Years)
Balance – July 31 2018

$ —
$ —

Options issued
12,000
$ 3.00
$ 8.84
2.00
Options expired




Options exercised




Balance – July 31, 2019
12,000
$ 3.00
$8.84
1.63

INCOME TAXES (RESTATED) (Tables

INCOME TAXES (RESTATED) (Tables)12 Months Ended
Jul. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of components of income tax expense benefitYears Ended
July 31,
2019
2018
US Federal
$ —
$ —
State


Foreign taxes
155,520

Total
$ 155,520
$ —
Schedule of provision for income taxesYears Ended
July 31,
2019
2018
Federal income tax benefit attributable to:
Net loss (benefit) at Federal Statutory rate (21% for 2019)
$ 2,571,393
$ 3,677,000
Non-deductible expenses
(2,125,573 )
(3,586,000 )
Foreign taxes
(61,215 )

State taxes


Effect of change in statutory rate

(98,200 )
Change in valuation allowance
(229,085 )
7,200
Total tax provision
$ 155,520
$ —
Schedule of components of net deferred tax assetsJuly 31,
July 31,
2019
2018
Net operating loss carryforwards at tax rates in effect at period end
$ 455,685
$ 226,600
Less: valuation allowance
(455,685 )
(226,600 )
Total deferred tax asset
$ —
$ —

SEGMENTED DISCLOSURE (RESTATE_2

SEGMENTED DISCLOSURE (RESTATED) (Tables)12 Months Ended
Jul. 31, 2019
Segment Reporting [Abstract]
Schedule of operating activities by geographic segmentYear Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Revenue
$ 240,000
$ 1,356,336
$ 1,673,781
$ —
$ 2,618,117
$ 5,888,234
Cost of goods sold

1,353,412
142,417

233,919
1,729,748
Gross profit
240,000
2,924
1,531,364

2,384,198
4,158,486
OPERATING EXPENSES
General and administrative expenses
41,374
760,918
1,015,200
8,666
1,357,062
3,183,220
Salaries and wages
10,121,776
1,686,638
206,914

104,474
12,119,802
Professional fees
907,546
158,173
15,424
71
29,022
1,110,236
Depreciation
73,330
6,910

13,186
93,426
Total Operating Expenses
11,070,696
2,679,059
1,244,448
8,737
1,503,744
16,506,684
LOSS FROM OPERATIONS
(10,830,696 )
(2,676,135 )
286,916
(8,737 )
880,454
(12,348,198 )
OTHER INCOME (EXPENSE)
3,232,306
9,917
653

3,543
3,246,419
Loss before Income Taxes
(7,598,390 )
(2,666,218 )
287,569
(8,737 )
883,997
(9,101,779 )
Income Tax Provision

(155,520 )



(155,520 )
Net Loss
$ (7,598,390 )
$ (2,821,738 )
$ 287,569
$ (8,737 )
$ 883,997
$ (9,257,299 )
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Revenue
$ —
$ 1,225,149
$ 29,346
$ —
$ 1,254,495
Cost of goods sold

143,760
2,087

145,847
Gross profit

1,081,389
27,259

1,108,648
OPERATING EXPENSES
General and administrative expenses
329,360
330,080
24,738
41,838
726,016
Salaries and wages

455,246

12,375
467,621
Professional fees
313,639
114,308
794
14,327
443,068
Depreciation

7,622
865
6,563
15,050
Total Operating Expenses
642,999
907,256
26,397
75,103
1,651,755
LOSS FROM OPERATIONS
(642,999 )
174,133
862
(75,103 )
(543,107 )
OTHER INCOME (EXPENSE)
(13,210,449 )
133,248


(13,077,201 )
Loss before Income Taxes
(13,853,448 )
307,381
862
(75,103 )
(13,620,308 )
Net Loss
$ (13,853,448 )
$ 307,381
$ 862
$ (75,103 )
$ (13,620,308 )
Schedule of assets by geographic segmentYear Ended July 31, 2019
USA
Malaysia
Taiwan
Vietnam
Indonesia
Total
Current assets
$ 9,618,099
$ 1,874,078
$ 1,016,412
$ 35,531
$ 6,577,335
$ 19,121,455
Property and equipment

4,357,148
18,251

45,853
4,421,252
Intangible asset - digital currency






Intangible asset - goodwill

11,718



11,718
Deposit






Total assets
$ 9,618,099
$ 6,242,944
$ 1,034,663
$ 35,531
$ 6,623,188
$ 23,554,425
Year Ended July 31, 2018
USA
Malaysia
Taiwan
Indonesia
Total
Current assets
$ 333,098
$ 722,354
$ 375,179
$ 27,917
$ 1,458,548
Property and equipment

86,073
10,294
39,339
135,706
Intangible asset - digital currency
1,348,920



1,348,920
Deposit

9,780


9,780
Total assets
$ 1,682,018
$ 818,207
$ 385,473
$ 67,256
$ 2,952,954

RESTATEMENT OF FINANCIAL STAT_2

RESTATEMENT OF FINANCIAL STATEMENTS (Tables)12 Months Ended
Jul. 31, 2019
Accounting Changes and Error Corrections [Abstract]
Schedule of effects of the adjustments on the Company's previously issued financial statementsOriginally
Restatement
As
Reported ($)
Adjustment ($)
Restated ($)
Stockholders’ Equity
Additional paid-in capital
38,993,002
(954,915 )
38,038,087
Accumulated deficit
(24,622,041 )
954,915
(23,667,126 )
Year Ended July 31, 2019
Originally
Restatement
As
Reported ($)
Adjustment ($)
Restated ($)
OPERATING EXPENSES
Salaries and wages
13,074,717
(954,915 )
12,119,802
Total Operating Expenses
17,461,599
(954,915 )
16,506,684
LOSS FROM OPERATIONS
(13,303,113 )
(954,915 )
(12,348,198 )
Loss before Income Taxes
(10,056,694 )
(954,915 )
(9,101,779 )
NET LOSS
(10,212,214 )
(954,915 )
(9,257,299 )
Net loss attributable to Toga ltd.
(10,270,582 )
(954,915 )
(9,315,667 )
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
NET LOSS PER COMMON SHARE
(0.12 )
(0.01 )
(0.11 )
Originally
Restatement
As
Reported ($)
Adjustment ($)
Restated ($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
(10,212,214 )
954,915
(9,257,299 )
Adjustments to reconcile net loss to net cash from operating activities:
Stock based compensation
11,076,691
(954,915 )
10,121,776

ORGANIZATION AND DESCRIPTION _2

ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - $ / sharesMay 08, 2019Nov. 01, 2017Jun. 10, 2017Jun. 13, 2016Jun. 30, 2020Sep. 11, 2020Jul. 31, 2019Jun. 24, 2019May 07, 2019Jul. 31, 2018Jun. 09, 2017
Schedule Of Equity [Line Items]
Number of stock issued1,000,000,000
Common stock, shares authorized1,000,000,000 10,000,000,000 1,000,000,000 10,000,000,000 1,000,000,000 100,000,000
Forward splitratio of 10 shares for every 1 share heldforward split at the rate of fifty (50) shares for every one (1) (50:1)
Common stock, par value $ 0.0001 $ 0.0001
WGS Discovery Tours & Travel
Schedule Of Equity [Line Items]
Ownership percentage100.00%
PT TOGL Technology
Schedule Of Equity [Line Items]
Ownership percentage67.00%
Percentage of ownership interest95.00%
Subsequent event | Class A voting common stock
Schedule Of Equity [Line Items]
Common stock, shares authorized500,000,000
Common stock, par value $ 0.0001
Subsequent event | Class B non-voting common stock
Schedule Of Equity [Line Items]
Common stock, shares authorized500,000,000
Common stock, par value $ 0.0001
President and Chief Executive Officer
Schedule Of Equity [Line Items]
Number of stock issued13,869,150
Chief Executive Officer and Chairman, Roy Lim Jun Hao ("Mr. Lim") | Subsequent event | PT TOGL Technology
Schedule Of Equity [Line Items]
Percentage Of Ownership Interest Acquired65.00%
Chief Executive Officer and Chairman, Roy Lim Jun Hao ("Mr. Lim") | Subsequent event | Eostre Bhd [Member]
Schedule Of Equity [Line Items]
Percentage Of Ownership Interest Acquired35.00%

SUMMARY OF SIGNIFICANT ACCOUN_4

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

SUMMARY OF SIGNIFICANT ACCOUN_5

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

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Details 2) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based Payment Arrangement, Noncash Expense $ 10,121,776 $ 0
Employees and consultants | Common stock issued to related parties
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based Payment Arrangement, Noncash Expense10,015,674 0
Vesting of stock options issued | Directors and officers
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based Payment Arrangement, Noncash Expense $ 106,102 $ 0

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Detail Textuals) - USD ($)1 Months Ended12 Months Ended
Jun. 24, 2019Jul. 31, 2019Jul. 31, 2018Dec. 31, 2019Dec. 31, 2018
Summary Of Significant Accounting Policies [Line Items]
Dilutive securities from outstanding stock options excluded from diluted net loss per common share120,000
Inventories $ 162,985 $ 0
WGS Discovery Tours & Travel in Malaysia generated goodwill11,718
Revenue5,888,234 1,254,495
Prepaid commissions
Summary Of Significant Accounting Policies [Line Items]
Prepaid expense and other current assets $ 2,503,269 $ 0
Direct marketing network
Summary Of Significant Accounting Policies [Line Items]
Revenue4,300,000 0
Advertising revenue
Summary Of Significant Accounting Policies [Line Items]
Revenue200,000 100,000
Management fees and information technology fees
Summary Of Significant Accounting Policies [Line Items]
Revenue $ 1,400,000 $ 1,100,000
Malaysia (TOGL Technology Sdn. Bhd)
Summary Of Significant Accounting Policies [Line Items]
WGS Discovery Tours & Travel in Malaysia generated goodwill $ 11,718
Concentration of revenue percentage51.00%
Accounts receivable percentage93.00%
Malaysia (TOGL Technology Sdn. Bhd) | WGS Discovery Tours & Travel
Summary Of Significant Accounting Policies [Line Items]
Percentages held in subsidiary100.00%
Indonesia (PT Toga International Indonesia)
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue percentage45.00%
United States (Toga Limited)
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue percentage4.00%
Accounts receivable percentage7.00%
Agel Enterprise International Sdn Bhd ("Agel")
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue percentage23.00%
Accounts receivable percentage70.00%
Others
Summary Of Significant Accounting Policies [Line Items]
Concentration of revenue percentage77.00%

PROPERTY AND EQUIPMENT (Details

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

PROPERTY AND EQUIPMENT (Detail

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

INTANGIBLE ASSET - DIGITAL CU_2

INTANGIBLE ASSET - DIGITAL CURRENCY (Detail Textuals)12 Months Ended
Jul. 31, 2019USD ($)Bitcoin$ / sharessharesJul. 31, 2018USD ($)$ / sharesshares
Goodwill and Intangible Assets Disclosure [Abstract]
Number of common stock for digital currency | shares9,078,998 269,838
Share price | $ / shares $ 0.54 $ 5
Amount of stock issued for digital currency $ 4,878,440 $ 1,348,920
Number of bitcoins sold | Bitcoin1,200
Proceed from sale of digital currency $ 9,458,242
Gain on sales of digital currency3,230,882
Intangible asset - digital currency $ 0 $ 1,348,920

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($)1 Months Ended12 Months Ended
Sep. 30, 2017Jul. 31, 2019Jul. 31, 2018
Related Party Transaction [Line Items]
Accounts receivable, net $ 294,266 $ 367,918
Notes due to related parties24,126 24,126
Due to related party1,083 186,390
Repayment to related party note185,307 49,036
Accrued interest on note payable383
Loss on settlement of debt(13,282,567)
Purchase of property and equipment from related party0 25,218
Directors fees9,000 0
Wages to CFO66,000 $ 0
Amount stock options granted to CFO $ 12,000
Amount of stock options granted to Directors and CFO106,102
Number of common stock for digital currency9,078,998 269,838
Amount of stock issued for digital currency $ 4,878,440 $ 1,348,920
Revenue5,888,234 1,254,495
Advertising revenue
Related Party Transaction [Line Items]
Revenue200,000 100,000
Toga Capital
Related Party Transaction [Line Items]
Notes payable $ 152,973
Interest rate2.00%
Notes payable, maturity dateSep. 30,
2018
Amount borrowed from related party debt0 434,355
Repayment to related party note183,339 49,036
Expenses paid by related party $ 0 48,679
Agel Enterprise International Sdn Bhd ("Agel")
Related Party Transaction [Line Items]
Number of common stock for digital currency8,792,900
Amount of stock issued for digital currency $ 2,732,642
Agel Enterprise International Sdn Bhd ("Agel") | Advertising revenue
Related Party Transaction [Line Items]
Revenue200,000 100,000
Agel Enterprise International Sdn Bhd ("Agel") | Management fee revenue
Related Party Transaction [Line Items]
Revenue1,300,000 500,000
Agel Enterprise International Sdn Bhd ("Agel") | Information technology fee revenue
Related Party Transaction [Line Items]
Revenue100,000
Chief Executive Officer
Related Party Transaction [Line Items]
Amount borrowed from related party debt0 0
Repayment to related party note $ 1,968 0
Common stock convertible shares issued, shares113,530
Common stock convertible shares issued, value $ 1,033,899
Common stock
Related Party Transaction [Line Items]
Due to related party $ 238,828
Common stock convertible shares issued, shares2,388,277
Common stock convertible shares issued, value $ 11,221,067
Number of common stock for digital currency9,078,998 269,838
Amount of stock issued for digital currency $ 908 $ 27
Common stock | Toga Capital
Related Party Transaction [Line Items]
Common stock convertible shares issued, shares1,533,552
Common stock convertible shares issued, value $ 2,453,683
Repayment of notes payable152,973
Accrued interest on note payable383
Loss on settlement of debt2,300,327
Non-interest bearing demand loans
Related Party Transaction [Line Items]
Notes due to related parties $ 24,126 $ 24,126

EQUITY (Details)

EQUITY (Details)12 Months Ended
Jul. 31, 2019USD ($)Per_SharePercent
Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values | $ $ 8.46
Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Fair values | $ $ 9.22
Exercise price | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input | Per_Share2
Exercise price | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input | Per_Share4
Expected term at issuance
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term2 years
Expected average volatility | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input260.11
Expected average volatility | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input300.53
Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input0
Risk-free interest rate | Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input2.31
Risk-free interest rate | Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input2.56

EQUITY (Details 1)

EQUITY (Details 1) - $ / shares12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Options Outstanding
Balance0
Options issued12,000
Options expired0
Options exercised0
Balance12,000 0
Weighted Average Exercise Price
Balance $ 0
Options issued3
Options expired0
Options exercised0
Balance3 $ 0
Weighted Average Grant Date Fair Value, Options issued $ 8.84
Weighted Average Grant Date Fair Value $ 8.84
Average Remaining Contractual Life (Years), Options issued2 years
Average Remaining Contractual Life (Years)1 year 7 months 17 days

EQUITY (Detail Textuals)

EQUITY (Detail Textuals) - USD ($)May 08, 2019Jul. 06, 2018Jun. 10, 2017Jul. 31, 2019Jul. 31, 2018Oct. 29, 2019May 07, 2019Jun. 09, 2017
Equity [Line Items]
Preferred stock, shares authorized20,000,000 20,000,000
Preferred stock par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized1,000,000,000 10,000,000,000 1,000,000,000 1,000,000,000 10,000,000,000 100,000,000
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Forward split, descriptionratio of 10 shares for every 1 share heldforward split at the rate of fifty (50) shares for every one (1) (50:1)
Number of stock issued1,000,000,000
Number of common stock for digital currency9,078,998 269,838
Common stock, shares issued90,762,893 69,586,517
Common stock, shares outstanding90,762,893 69,586,517
Issuance of common shares for digital currency $ 4,878,440 $ 1,348,920
Common stock issued for employee compensation1,156,539
Value of common stock issued for employee compensation $ 10,015,674
Issuance of common shares for acquisition of properties $ 3,999,054
Issuance of common shares for acquisition of properties (in shares)470,477
Cancellation of common shares (in shares)20,000
Amount stock options granted to CFO $ 12,000
Number of options granted to CFO106,102
Accrued interest on note payable383
Due to related party $ 1,083 $ 186,390
Exercise price $ 5
Common stock
Equity [Line Items]
Number of stock issued21,196,376 14,951,047
Number of common stock for digital currency9,078,998 269,838
Issuance of common shares for digital currency $ 908 $ 27
Common stock issued for employee compensation1,156,539
Value of common stock issued for employee compensation $ 115
Issuance of common shares for acquisition of properties $ 47
Issuance of common shares for acquisition of properties (in shares)470,477
Cancellation of common shares (in shares)2,000,000,000 20,000 200,000,000
Common stock convertible shares issued, shares2,388,277
Common stock convertible shares issued, value $ 11,221,067
Due to related party $ 238,828
Option One
Equity [Line Items]
Amount stock options granted to CFO $ 6,000
Exercise price $ 2
Option Two
Equity [Line Items]
Amount stock options granted to CFO $ 6,000
Exercise price $ 4
Toga Capital
Equity [Line Items]
Number of stock issued8,402,929
Value of common stock issued $ 842,209
Share price per share $ 0.10
Toga Capital | Common stock
Equity [Line Items]
Common stock convertible shares issued, shares1,533,552
Common stock convertible shares issued, value $ 2,453,683
Repayment of notes payable152,973
Accrued interest on note payable $ 383
Agel Enterprise International Sdn Bhd ("Agel")
Equity [Line Items]
Number of stock issued10,490,362 2,356,451
Value of common stock issued $ 2,098,073 $ 471,290
Share price per share $ 0.20 $ 0.20
Number of common stock for digital currency8,792,900
Issuance of common shares for digital currency $ 2,732,642

INCOME TAXES (RESTATED) (Detail

INCOME TAXES (RESTATED) (Details) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Income Tax Disclosure [Abstract]
US Federal $ 0 $ 0
State0 0
Foreign taxes155,520 0
Total $ 155,520 $ 0

INCOME TAXES (RESTATED) (Deta_2

INCOME TAXES (RESTATED) (Details 1) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Federal income tax benefit attributable to:
Net loss (benefit) at Federal Statutory rate (21% for 2019) $ 2,571,393 $ 3,677,000
Non-deductible expenses, including losses on debt settlement(2,125,573)(3,586,000)
Foreign taxes(61,215)0
State taxes0 0
Effect of change in statutory rate0 (98,200)
Change in valuation allowance(229,085)7,200
Total tax provision $ 155,520 $ 0

INCOME TAXES (RESTATED) (Deta_3

INCOME TAXES (RESTATED) (Details 2) - USD ($)Jul. 31, 2019Jul. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforwards at tax rates in effect at period end $ 455,685 $ 226,600
Less: valuation allowance(455,685)(226,600)
Total deferred tax asset $ 0 $ 0

INCOME TAXES (RESTATED) (Deta_4

INCOME TAXES (RESTATED) (Detail Textuals) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Operating Loss Carryforwards [Line Items]
Net loss $ (9,257,299) $ (13,620,308)
Net operating loss carry forward $ 3,000,000
MALAYSIA
Operating Loss Carryforwards [Line Items]
Corporate tax rate24.00%
INDONESIA
Operating Loss Carryforwards [Line Items]
Corporate tax rate25.00%
Earliest tax year
Operating Loss Carryforwards [Line Items]
Corporate tax rate35.00%
Latest tax year
Operating Loss Carryforwards [Line Items]
Corporate tax rate21.00%

OTHER INCOME (Detail Textuals)

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

SEGMENTED DISCLOSURE (RESTATE_3

SEGMENTED DISCLOSURE (RESTATED) (Details) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
Revenue $ 5,888,234 $ 1,254,495
Cost of goods sold1,729,748 145,847
Gross profit4,158,486 1,108,648
OPERATING EXPENSES
General and administrative expenses3,183,220 726,016
Salaries and wages12,119,802 467,621
Professional fees1,110,236 443,068
Depreciation93,426 15,050
Total Operating Expenses16,506,684 1,651,755
LOSS FROM OPERATIONS(12,348,198)(543,107)
OTHER INCOME (EXPENSE)3,246,419 (13,077,201)
Loss before Income Taxes(9,101,779)(13,620,308)
Income Tax Provision(155,520)0
Net loss(9,257,299)(13,620,308)
USA
Revenue240,000 0
Cost of goods sold0 0
Gross profit240,000 0
OPERATING EXPENSES
General and administrative expenses41,374 329,360
Salaries and wages10,121,776 0
Professional fees907,546 313,639
Total Operating Expenses11,070,696 642,999
LOSS FROM OPERATIONS(10,830,696)(642,999)
OTHER INCOME (EXPENSE)3,232,306 (13,210,449)
Loss before Income Taxes(7,598,390)(13,853,448)
Income Tax Provision0
Net loss(7,598,390)(13,853,448)
Malaysia
Revenue1,356,336 1,225,149
Cost of goods sold1,353,412 143,760
Gross profit2,924 1,081,389
OPERATING EXPENSES
General and administrative expenses760,918 330,080
Salaries and wages1,686,638 455,246
Professional fees158,173 114,308
Depreciation73,330 7,622
Total Operating Expenses2,679,059 907,256
LOSS FROM OPERATIONS(2,676,135)174,133
OTHER INCOME (EXPENSE)9,917 133,248
Loss before Income Taxes(2,666,218)307,381
Income Tax Provision(155,520)
Net loss(2,821,738)307,381
Taiwan
Revenue1,673,781 29,346
Cost of goods sold142,417 2,087
Gross profit1,531,364 27,259
OPERATING EXPENSES
General and administrative expenses1,015,200 24,738
Salaries and wages206,914 0
Professional fees15,424 794
Depreciation6,910 865
Total Operating Expenses1,244,448 26,397
LOSS FROM OPERATIONS286,916 862
OTHER INCOME (EXPENSE)653 0
Loss before Income Taxes287,569 862
Income Tax Provision0
Net loss287,569 862
Vietnam
Revenue0
Cost of goods sold0
Gross profit0
OPERATING EXPENSES
General and administrative expenses8,666
Salaries and wages0
Professional fees71
Total Operating Expenses8,737
LOSS FROM OPERATIONS(8,737)
OTHER INCOME (EXPENSE)0
Loss before Income Taxes(8,737)
Income Tax Provision0
Net loss(8,737)
Indonesia
Revenue2,618,117 0
Cost of goods sold233,919 0
Gross profit2,384,198 0
OPERATING EXPENSES
General and administrative expenses1,357,062 41,838
Salaries and wages104,474 12,375
Professional fees29,022 14,327
Depreciation13,186 6,563
Total Operating Expenses1,503,744 75,103
LOSS FROM OPERATIONS880,454 (75,103)
OTHER INCOME (EXPENSE)3,543 0
Loss before Income Taxes883,997 (75,103)
Income Tax Provision0
Net loss $ 883,997 $ (75,103)

SEGMENTED DISCLOSURE (RESTATE_4

SEGMENTED DISCLOSURE (RESTATED) (Details 1) - USD ($)Jul. 31, 2019Jul. 31, 2018
Current assets $ 19,121,455 $ 1,458,548
Property and equipment, net4,421,252 135,706
Intangible asset - digital currency0 1,348,920
Intangible asset - goodwill11,718
Deposit0 9,780
Total assets23,554,425 2,952,954
USA
Current assets9,618,099 333,098
Property and equipment, net0 0
Intangible asset - digital currency0 1,348,920
Intangible asset - goodwill0
Deposit0 0
Total assets9,618,099 1,682,018
Malaysia
Current assets1,874,078 722,354
Property and equipment, net4,357,148 86,073
Intangible asset - digital currency0 0
Intangible asset - goodwill11,718
Deposit0 9,780
Total assets6,242,944 818,207
Taiwan
Current assets1,016,412 375,179
Property and equipment, net18,251 10,294
Intangible asset - digital currency0 0
Intangible asset - goodwill0
Deposit0 0
Total assets1,034,663 385,473
Vietnam
Current assets35,531
Property and equipment, net0
Intangible asset - digital currency0
Intangible asset - goodwill0
Deposit0
Total assets35,531
Indonesia
Current assets6,577,335 27,917
Property and equipment, net45,853 39,339
Intangible asset - digital currency0 0
Intangible asset - goodwill0
Deposit0 0
Total assets $ 6,623,188 $ 67,256

SEGMENTED DISCLOSURE (RESTATE_5

SEGMENTED DISCLOSURE (RESTATED) (Detail Textuals) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018Jul. 31, 2017
Revenue from Contract with Customer, Including Assessed Tax $ 5,888,234 $ 1,254,495
Current assets19,121,455 1,458,548
Cash and cash equivalents14,916,556 1,064,672 $ 100
Inventories162,985 0
Prepaid expenses3,747,648 25,958
Accounts receivable294,266 367,918
Property and equipment, net4,421,252 135,706
Intangible assets0 1,348,920
Advertising revenue
Revenue from Contract with Customer, Including Assessed Tax200,000 100,000
Advertising revenue | Agel Enterprise International Sdn Bhd ("Agel")
Revenue from Contract with Customer, Including Assessed Tax200,000 100,000
Management fee revenue | Agel Enterprise International Sdn Bhd ("Agel")
Revenue from Contract with Customer, Including Assessed Tax1,300,000 500,000
USA
Revenue from Contract with Customer, Including Assessed Tax240,000 0
Current assets9,618,099 333,098
Cash and cash equivalents9,500,000 313,000
Property and equipment, net0 0
Intangible assets0 1,348,920
USA | Management fee revenue | Agel Enterprise International Sdn Bhd ("Agel")
Revenue from Contract with Customer, Including Assessed Tax200,000
Malaysia
Revenue from Contract with Customer, Including Assessed Tax1,356,336 1,225,149
Current assets1,874,078 722,354
Cash and cash equivalents1,200,000 445,000
Prepaid expenses222,000
Accounts receivable194,000 344,000
Property and equipment, net4,357,148 86,073
Land and building4,000,000
Automobile151,000
Leasehold improvement109,000
Tolls and equipment64,000
Intangible assets0 0
Malaysia | Advertising revenue
Revenue from Contract with Customer, Including Assessed Tax200,000 100,000
Malaysia | Information technology fee revenue
Revenue from Contract with Customer, Including Assessed Tax100,000 600,000
Malaysia | Management fee revenue | Agel Enterprise International Sdn Bhd ("Agel")
Revenue from Contract with Customer, Including Assessed Tax1,100,000 500,000
Taiwan
Revenue from Contract with Customer, Including Assessed Tax1,673,781 29,346
Current assets1,016,412 375,179
Cash and cash equivalents820,000 306,000
Inventories140,000
Property and equipment, net18,251 10,294
Intangible assets0 0
Taiwan | Direct marketing network sales
Revenue from Contract with Customer, Including Assessed Tax1,700,000
Vietnam
Revenue from Contract with Customer, Including Assessed Tax0
Current assets35,531
Property and equipment, net0
Intangible assets0
Indonesia
Revenue from Contract with Customer, Including Assessed Tax2,618,117 0
Current assets6,577,335 27,917
Cash and cash equivalents2,800,000
Inventories507,000
Prepaid expenses3,000,000
Property and equipment, net45,853 39,339
Intangible assets0 $ 0
Indonesia | Advertising revenue
Revenue from Contract with Customer, Including Assessed Tax200,000
Indonesia | Direct marketing network sales
Revenue from Contract with Customer, Including Assessed Tax $ 2,400,000

RESTATEMENT OF FINANCIAL STAT_3

RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($)Jul. 31, 2019Jul. 31, 2018
Stockholders' Equity
Additional paid-in capital $ 38,038,087 $ 16,942,861
Accumulated deficit(23,667,126) $ (14,351,459)
Originally Reported
Stockholders' Equity
Additional paid-in capital38,993,002
Accumulated deficit(24,622,041)
Restatement Adjustment
Stockholders' Equity
Additional paid-in capital(954,915)
Accumulated deficit $ 954,915

RESTATEMENT OF FINANCIAL STAT_4

RESTATEMENT OF FINANCIAL STATEMENTS (Details 1) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
OPERATING EXPENSES
Salaries and wages $ 12,119,802
Total Operating Expenses16,506,684 $ 1,651,755
LOSS FROM OPERATIONS(12,348,198)(543,107)
Loss before Income Taxes(9,101,779)(13,620,308)
NET LOSS(9,257,299)(13,620,308)
Net loss attributable to Toga ltd.58,368
Net loss attributable to Toga ltd. $ (9,315,667) $ (13,620,308)
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
NET LOSS PER COMMON SHARE (in dollars per share) $ (0.11) $ (0.05)
Originally Reported
OPERATING EXPENSES
Salaries and wages $ 13,074,717
Total Operating Expenses17,461,599
LOSS FROM OPERATIONS(13,303,113)
Loss before Income Taxes(10,056,694)
NET LOSS(10,212,214)
Net loss attributable to Toga ltd. $ (10,270,582)
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
NET LOSS PER COMMON SHARE (in dollars per share) $ (0.12)
Restatement Adjustment
OPERATING EXPENSES
Salaries and wages $ (954,915)
Total Operating Expenses(954,915)
LOSS FROM OPERATIONS(954,915)
Loss before Income Taxes(954,915)
NET LOSS(954,915)
Net loss attributable to Toga ltd. $ (954,915)
BASIC AND DILUTED NET LOSS PER COMMON SHARE:
NET LOSS PER COMMON SHARE (in dollars per share) $ (0.01)

RESTATEMENT OF FINANCIAL STAT_5

RESTATEMENT OF FINANCIAL STATEMENTS (Details 2) - USD ($)12 Months Ended
Jul. 31, 2019Jul. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (9,257,299) $ (13,620,308)
Adjustments to reconcile net loss to net cash from operating activities:
Stock based compensation10,121,776 $ 0
Originally Reported
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss(10,212,214)
Adjustments to reconcile net loss to net cash from operating activities:
Stock based compensation11,076,691
Restatement Adjustment
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss(954,915)
Adjustments to reconcile net loss to net cash from operating activities:
Stock based compensation $ (954,915)

RESTATEMENT OF FINANCIAL STAT_6

RESTATEMENT OF FINANCIAL STATEMENTS (Detail Textuals)12 Months Ended
Jul. 31, 2018USD ($)
Accounting Changes and Error Corrections [Abstract]
Overstatement of general and administrative expense $ 954,915

SUBSEQUENT EVENTS (Detail Textu

SUBSEQUENT EVENTS (Detail Textuals)Nov. 07, 2019EmployeesharesSep. 09, 2019sharesJun. 11, 2019sharesMay 08, 2019sharesJul. 31, 2019sharesJul. 31, 2018shares
Subsequent Event [Line Items]
Number of stock issued1,000,000,000
Employees
Subsequent Event [Line Items]
Number of stock issued24,614
Agel Enterprise International Sdn Bhd ("Agel")
Subsequent Event [Line Items]
Number of stock issued10,490,362 2,356,451
Subsequent event | Employee stock bonus agreement | Employees
Subsequent Event [Line Items]
Number of stock issued253,039
Number of employees | Employee27
Subsequent event | Agel Enterprise International Sdn Bhd ("Agel")
Subsequent Event [Line Items]
Number of stock issued20,000
Number of shares transferred to shareholders20,000