Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jul. 31, 2019 | Jan. 28, 2021 | Jan. 31, 2019 | |
Document And Entity Information Abstract | |||
Entity Registrant Name | Toga Ltd | ||
Entity Central Index Key | 0001378125 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --07-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 91,013,640 | ||
Entity Public Float | $ 282,746,703 | ||
Document Type | 10-K/A | ||
Document Period End Date | Jul. 31, 2019 | ||
Amendment Flag | true | ||
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 Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 14,916,556 | $ 1,064,672 |
Accounts receivable, net | 294,266 | 367,918 |
Prepaid expense and other current assets | 3,747,648 | 25,958 |
Inventories | 162,985 | 0 |
Total Current Assets | 19,121,455 | 1,458,548 |
Property and equipment | 4,421,252 | 135,706 |
Intangible asset - digital currency | 0 | 1,348,920 |
Intangible asset - goodwill | 11,718 | |
Deposit | 0 | 9,780 |
TOTAL ASSETS | 23,554,425 | 2,952,954 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 4,221,413 | 180,573 |
Due to related parties | 1,083 | 186,390 |
Notes due to related parties | 24,126 | 24,126 |
Deferred revenue | 4,741,945 | 20,500 |
Income tax payable | 52,641 | |
Total Current Liabilities | 9,041,208 | 411,589 |
Deferred tax liabilities | 8,574 | 0 |
Total Liabilities | 9,049,782 | 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, respectively | 9,076 | 6,959 |
Common stock subscribed; 30,000,000 common shares, $0.0001 par value | (3,000) | (3,000) |
Additional paid-in capital | 38,038,087 | 16,942,861 |
Accumulated deficit | (23,667,126) | (14,351,459) |
Accumulated other comprehensive loss | 69,238 | (53,996) |
Total Stockholders' equity of Toga Ltd, | 14,446,275 | 2,541,365 |
Non-controlling interest | 58,368 | |
Total Stockholders' Equity | 14,504,643 | 2,541,365 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 23,554,425 | $ 2,952,954 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jul. 31, 2019 | Jul. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 90,762,893 | 69,586,517 |
Common stock, shares outstanding | 90,762,893 | 69,586,517 |
Common stock subscribed, shares | 30,000,000 | 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, 2019 | Jul. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 5,888,234 | $ 1,254,495 |
Cost of goods sold | 1,729,748 | 145,847 |
Gross profit | 4,158,486 | 1,108,648 |
OPERATING EXPENSES | ||
General and administrative expenses | 3,183,220 | 726,016 |
Salaries and wages | 12,119,802 | 467,621 |
Professional fees | 1,110,236 | 443,068 |
Research and development | 0 | 0 |
Depreciation | 93,426 | 15,050 |
Total Operating Expenses | 16,506,684 | 1,651,755 |
LOSS FROM OPERATIONS | (12,348,198) | (543,107) |
OTHER INCOME (EXPENSE) | ||
Other income | 205,748 | |
Interest income | 16,386 | |
Interest expense | (849) | (382) |
Loss on settlement of debt | (13,282,567) | |
Gain on sales of digital currency | 3,230,882 | |
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 adjustments | 123,234 | (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 Stock | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Non Controlling interest | Total |
Balance at Jul. 31, 2017 | $ 25,464 | $ (3,000) | $ 587,187 | $ (731,151) | $ (121,500) | ||
Balance (in shares) at Jul. 31, 2017 | 254,635,470 | ||||||
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, 2018 | 69,586,517 | ||||||
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 options | 106,102 | $ 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 loss | 123,234 | $ 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, 2019 | 90,762,893 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 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: | ||
Depreciation | 93,426 | 15,050 |
Gain on sale of digital currency | (3,230,882) | |
Stock based compensation | 10,121,776 | 0 |
Loss on settlement of debt | 13,282,567 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 73,652 | (368,079) |
Deposit | (9,780) | |
Inventories | (162,985) | |
Prepaid expenses and other current assets | (3,721,690) | (36,650) |
Deferred revenue | 4,721,445 | 20,500 |
Accounts payable and accrued liabilities | 4,040,841 | 214,831 |
Income tax payable | 61,215 | |
Net cash used in operating activities | 2,729,719 | (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 currency | 9,458,242 | |
Proceeds from issuance of common stock | 2,098,073 | 1,313,499 |
Proceeds from related parties | 434,355 | |
Repayment to related party | (185,307) | (49,036) |
Net cash provided by financing activities | 11,371,008 | 1,698,818 |
Effects on changes in foreign exchange rate | 123,234 | 10,130 |
Net increase in cash and cash equivalents | 13,851,884 | 1,064,572 |
Cash and cash equivalents - beginning of period | 1,064,672 | 100 |
Cash and cash equivalents - end of period | 14,916,556 | 1,064,672 |
Supplemental Cash Flow Disclosures | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Cancellation of Common Stock | 20 | |
Note exchanged for due to related parties | 152,973 | |
Common shares issued to settle related party note payable | 13,674,750 | |
Common Stock Issued for Digital Currency | 4,878,440 | $ 1,348,920 |
Common shares issued for acquisition of real property | $ 3,999,054 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Jul. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 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 EQUIPMENT | 12 Months Ended |
Jul. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 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 CURRENCY | 12 Months Ended |
Jul. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSET - DIGITAL CURRENCY | NOTE 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 TRANSACTIONS | 12 Months Ended |
Jul. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 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
EQUITY | 12 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
EQUITY | NOTE 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 INCOME | 12 Months Ended |
Jul. 31, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME | NOTE 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 STATEMENTS | 12 Months Ended |
Jul. 31, 2019 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 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 EVENTS | 12 Months Ended |
Jul. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 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 Presentation | 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 | 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 | 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 Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. As of 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 | 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 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 | 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 | 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 | 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) | 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 | 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 | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Revenue Recognition | 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 | 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 | Research and Development Expenses We follow ASC 730, “ ” |
Recent Accounting Pronouncements | 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. |
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 assets | Building 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 translations | Year ended Year ended July 31, July 31, 2019 2018 Spot MYR: USD exchange rate $ 0.2422 $ 0.246 Average MYR: USD exchange rate $ 0.2421 $ 0.2489 Spot NTD: USD exchange rate $ 0.0321 $ 0.0326 Average NTD: USD exchange rate $ 0.0323 $ 0.033 Spot IDR: USD exchange rate $ 0.000071 $ 0.000069 Average IDR: USD exchange rate $ 0.000069 $ 0.000072 Spot VND: USD exchange rate $ 0.000043 $ n/a Average VND: USD exchange rate $ 0.000043 $ n/a |
Schedule of stock-based compensation | 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 $ — |
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 equipment | 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 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Equity [Abstract] | |
Schedule of fair value for options granted using Black-Scholes-Merton pricing model | 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 % |
schedule of change in stock options outstanding | 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) (Tables
INCOME TAXES (RESTATED) (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense benefit | Years Ended July 31, 2019 2018 US Federal $ — $ — State — — Foreign taxes 155,520 — Total $ 155,520 $ — |
Schedule of provision for income taxes | 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 $ — |
Schedule of components of net deferred tax assets | 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 $ — $ — |
SEGMENTED DISCLOSURE (RESTATE_2
SEGMENTED DISCLOSURE (RESTATED) (Tables) | 12 Months Ended |
Jul. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of operating activities by geographic segment | 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 ) 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 segment | 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 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 statements | 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 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - $ / shares | May 08, 2019 | Nov. 01, 2017 | Jun. 10, 2017 | Jun. 13, 2016 | Jun. 30, 2020 | Sep. 11, 2020 | Jul. 31, 2019 | Jun. 24, 2019 | May 07, 2019 | Jul. 31, 2018 | Jun. 09, 2017 |
Schedule Of Equity [Line Items] | |||||||||||
Number of stock issued | 1,000,000,000 | ||||||||||
Common stock, shares authorized | 1,000,000,000 | 10,000,000,000 | 1,000,000,000 | 10,000,000,000 | 1,000,000,000 | 100,000,000 | |||||
Forward split | ratio of 10 shares for every 1 share held | forward 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 percentage | 100.00% | ||||||||||
PT TOGL Technology | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Ownership percentage | 67.00% | ||||||||||
Percentage of ownership interest | 95.00% | ||||||||||
Subsequent event | Class A voting common stock | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
Subsequent event | Class B non-voting common stock | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||
Common stock, par value | $ 0.0001 | ||||||||||
President and Chief Executive Officer | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Number of stock issued | 13,869,150 | ||||||||||
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 Acquired | 65.00% | ||||||||||
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 Acquired | 35.00% |
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 lives | 20 years |
Renovation | Minimum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 3 years |
Renovation | Maximum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 5 years |
Fixtures and Furniture | Minimum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 4 years |
Fixtures and Furniture | Maximum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 5 years |
Tools and Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 4 years |
Tools and Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 5 years |
Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 3 years |
Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 5 years |
Computer Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 4 years |
Computer Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Assets estimated useful lives | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Details 1) | Jul. 31, 2019 | Jul. 31, 2018 |
MYR | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Spot rate: USD exchange rate | 0.2422 | 0.246 |
Average rate: USD exchange rate | 0.2421 | 0.2489 |
NTD | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Spot rate: USD exchange rate | 0.0321 | 0.0326 |
Average rate: USD exchange rate | 0.0323 | 0.033 |
IDR | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Spot rate: USD exchange rate | 0.000071 | 0.000069 |
Average rate: USD exchange rate | 0.000069 | 0.000072 |
VND | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Spot rate: USD exchange rate | 0.000043 | |
Average rate: USD exchange rate | 0.000043 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (RESTATED) (Details 2) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 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 Expense | 10,015,674 | 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 Ended | 12 Months Ended | |||
Jun. 24, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Dilutive securities from outstanding stock options excluded from diluted net loss per common share | 120,000 | ||||
Inventories | $ 162,985 | $ 0 | |||
WGS Discovery Tours & Travel in Malaysia generated goodwill | 11,718 | ||||
Revenue | 5,888,234 | 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] | |||||
Revenue | 4,300,000 | 0 | |||
Advertising revenue | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue | 200,000 | 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 percentage | 51.00% | ||||
Accounts receivable percentage | 93.00% | ||||
Malaysia (TOGL Technology Sdn. Bhd) | WGS Discovery Tours & Travel | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentages held in subsidiary | 100.00% | ||||
Indonesia (PT Toga International Indonesia) | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration of revenue percentage | 45.00% | ||||
United States (Toga Limited) | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration of revenue percentage | 4.00% | ||||
Accounts receivable percentage | 7.00% | ||||
Agel Enterprise International Sdn Bhd ("Agel") | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration of revenue percentage | 23.00% | ||||
Accounts receivable percentage | 70.00% | ||||
Others | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration of revenue percentage | 77.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,525,959 | $ 150,002 |
Accumulated depreciation | (104,707) | (14,296) |
Total | 4,421,252 | 135,706 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,019,563 | 0 |
Renovation | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 154,120 | 85,362 |
Fixtures and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 69,555 | 38,046 |
Tools and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 92,494 | 20,796 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 163,969 | 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, 2019 | Jul. 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 ($)Bitcoin$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of common stock for digital currency | shares | 9,078,998 | 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 | Bitcoin | 1,200 | |
Proceed from sale of digital currency | $ 9,458,242 | |
Gain on sales of digital currency | 3,230,882 | |
Intangible asset - digital currency | $ 0 | $ 1,348,920 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Jul. 31, 2019 | Jul. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Accounts receivable, net | $ 294,266 | $ 367,918 | |
Notes due to related parties | 24,126 | 24,126 | |
Due to related party | 1,083 | 186,390 | |
Repayment to related party note | 185,307 | 49,036 | |
Accrued interest on note payable | 383 | ||
Loss on settlement of debt | (13,282,567) | ||
Purchase of property and equipment from related party | 0 | 25,218 | |
Directors fees | 9,000 | 0 | |
Wages to CFO | 66,000 | $ 0 | |
Amount stock options granted to CFO | $ 12,000 | ||
Amount of stock options granted to Directors and CFO | 106,102 | ||
Number of common stock for digital currency | 9,078,998 | 269,838 | |
Amount of stock issued for digital currency | $ 4,878,440 | $ 1,348,920 | |
Revenue | 5,888,234 | 1,254,495 | |
Advertising revenue | |||
Related Party Transaction [Line Items] | |||
Revenue | 200,000 | 100,000 | |
Toga Capital | |||
Related Party Transaction [Line Items] | |||
Notes payable | $ 152,973 | ||
Interest rate | 2.00% | ||
Notes payable, maturity date | Sep. 30, 2018 | ||
Amount borrowed from related party debt | 0 | 434,355 | |
Repayment to related party note | 183,339 | 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 currency | 8,792,900 | ||
Amount of stock issued for digital currency | $ 2,732,642 | ||
Agel Enterprise International Sdn Bhd ("Agel") | Advertising revenue | |||
Related Party Transaction [Line Items] | |||
Revenue | 200,000 | 100,000 | |
Agel Enterprise International Sdn Bhd ("Agel") | Management fee revenue | |||
Related Party Transaction [Line Items] | |||
Revenue | 1,300,000 | 500,000 | |
Agel Enterprise International Sdn Bhd ("Agel") | Information technology fee revenue | |||
Related Party Transaction [Line Items] | |||
Revenue | 100,000 | ||
Chief Executive Officer | |||
Related Party Transaction [Line Items] | |||
Amount borrowed from related party debt | 0 | 0 | |
Repayment to related party note | $ 1,968 | 0 | |
Common stock convertible shares issued, shares | 113,530 | ||
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, shares | 2,388,277 | ||
Common stock convertible shares issued, value | $ 11,221,067 | ||
Number of common stock for digital currency | 9,078,998 | 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, shares | 1,533,552 | ||
Common stock convertible shares issued, value | $ 2,453,683 | ||
Repayment of notes payable | 152,973 | ||
Accrued interest on note payable | 383 | ||
Loss on settlement of debt | 2,300,327 | ||
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_Share | 2 |
Exercise price | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | Per_Share | 4 |
Expected term at issuance | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Term | 2 years |
Expected average volatility | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 260.11 |
Expected average volatility | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 300.53 |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Risk-free interest rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 2.31 |
Risk-free interest rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 2.56 |
EQUITY (Details 1)
EQUITY (Details 1) - $ / shares | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Options Outstanding | ||
Balance | 0 | |
Options issued | 12,000 | |
Options expired | 0 | |
Options exercised | 0 | |
Balance | 12,000 | 0 |
Weighted Average Exercise Price | ||
Balance | $ 0 | |
Options issued | 3 | |
Options expired | 0 | |
Options exercised | 0 | |
Balance | 3 | $ 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 issued | 2 years | |
Average Remaining Contractual Life (Years) | 1 year 7 months 17 days |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) - USD ($) | May 08, 2019 | Jul. 06, 2018 | Jun. 10, 2017 | Jul. 31, 2019 | Jul. 31, 2018 | Oct. 29, 2019 | May 07, 2019 | Jun. 09, 2017 |
Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 20,000,000 | 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 authorized | 1,000,000,000 | 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, description | ratio of 10 shares for every 1 share held | forward split at the rate of fifty (50) shares for every one (1) (50:1) | ||||||
Number of stock issued | 1,000,000,000 | |||||||
Number of common stock for digital currency | 9,078,998 | 269,838 | ||||||
Common stock, shares issued | 90,762,893 | 69,586,517 | ||||||
Common stock, shares outstanding | 90,762,893 | 69,586,517 | ||||||
Issuance of common shares for digital currency | $ 4,878,440 | $ 1,348,920 | ||||||
Common stock issued for employee compensation | 1,156,539 | |||||||
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 CFO | 106,102 | |||||||
Accrued interest on note payable | 383 | |||||||
Due to related party | $ 1,083 | $ 186,390 | ||||||
Exercise price | $ 5 | |||||||
Common stock | ||||||||
Equity [Line Items] | ||||||||
Number of stock issued | 21,196,376 | 14,951,047 | ||||||
Number of common stock for digital currency | 9,078,998 | 269,838 | ||||||
Issuance of common shares for digital currency | $ 908 | $ 27 | ||||||
Common stock issued for employee compensation | 1,156,539 | |||||||
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, shares | 2,388,277 | |||||||
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 issued | 8,402,929 | |||||||
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, shares | 1,533,552 | |||||||
Common stock convertible shares issued, value | $ 2,453,683 | |||||||
Repayment of notes payable | 152,973 | |||||||
Accrued interest on note payable | $ 383 | |||||||
Agel Enterprise International Sdn Bhd ("Agel") | ||||||||
Equity [Line Items] | ||||||||
Number of stock issued | 10,490,362 | 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 currency | 8,792,900 | |||||||
Issuance of common shares for digital currency | $ 2,732,642 |
INCOME TAXES (RESTATED) (Detail
INCOME TAXES (RESTATED) (Details) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
US Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign taxes | 155,520 | 0 |
Total | $ 155,520 | $ 0 |
INCOME TAXES (RESTATED) (Deta_2
INCOME TAXES (RESTATED) (Details 1) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 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 taxes | 0 | 0 |
Effect of change in statutory rate | 0 | (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, 2019 | Jul. 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, 2019 | Jul. 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 rate | 24.00% | |
INDONESIA | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 25.00% | |
Earliest tax year | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 35.00% | |
Latest tax year | ||
Operating Loss Carryforwards [Line Items] | ||
Corporate tax rate | 21.00% |
OTHER INCOME (Detail Textuals)
OTHER INCOME (Detail Textuals) - USD ($) | 12 Months Ended | |
Jul. 31, 2019 | Jul. 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, 2019 | Jul. 31, 2018 | |
Revenue | $ 5,888,234 | $ 1,254,495 |
Cost of goods sold | 1,729,748 | 145,847 |
Gross profit | 4,158,486 | 1,108,648 |
OPERATING EXPENSES | ||
General and administrative expenses | 3,183,220 | 726,016 |
Salaries and wages | 12,119,802 | 467,621 |
Professional fees | 1,110,236 | 443,068 |
Depreciation | 93,426 | 15,050 |
Total Operating Expenses | 16,506,684 | 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 | ||
Revenue | 240,000 | 0 |
Cost of goods sold | 0 | 0 |
Gross profit | 240,000 | 0 |
OPERATING EXPENSES | ||
General and administrative expenses | 41,374 | 329,360 |
Salaries and wages | 10,121,776 | 0 |
Professional fees | 907,546 | 313,639 |
Total Operating Expenses | 11,070,696 | 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 Provision | 0 | |
Net loss | (7,598,390) | (13,853,448) |
Malaysia | ||
Revenue | 1,356,336 | 1,225,149 |
Cost of goods sold | 1,353,412 | 143,760 |
Gross profit | 2,924 | 1,081,389 |
OPERATING EXPENSES | ||
General and administrative expenses | 760,918 | 330,080 |
Salaries and wages | 1,686,638 | 455,246 |
Professional fees | 158,173 | 114,308 |
Depreciation | 73,330 | 7,622 |
Total Operating Expenses | 2,679,059 | 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 | ||
Revenue | 1,673,781 | 29,346 |
Cost of goods sold | 142,417 | 2,087 |
Gross profit | 1,531,364 | 27,259 |
OPERATING EXPENSES | ||
General and administrative expenses | 1,015,200 | 24,738 |
Salaries and wages | 206,914 | 0 |
Professional fees | 15,424 | 794 |
Depreciation | 6,910 | 865 |
Total Operating Expenses | 1,244,448 | 26,397 |
LOSS FROM OPERATIONS | 286,916 | 862 |
OTHER INCOME (EXPENSE) | 653 | 0 |
Loss before Income Taxes | 287,569 | 862 |
Income Tax Provision | 0 | |
Net loss | 287,569 | 862 |
Vietnam | ||
Revenue | 0 | |
Cost of goods sold | 0 | |
Gross profit | 0 | |
OPERATING EXPENSES | ||
General and administrative expenses | 8,666 | |
Salaries and wages | 0 | |
Professional fees | 71 | |
Total Operating Expenses | 8,737 | |
LOSS FROM OPERATIONS | (8,737) | |
OTHER INCOME (EXPENSE) | 0 | |
Loss before Income Taxes | (8,737) | |
Income Tax Provision | 0 | |
Net loss | (8,737) | |
Indonesia | ||
Revenue | 2,618,117 | 0 |
Cost of goods sold | 233,919 | 0 |
Gross profit | 2,384,198 | 0 |
OPERATING EXPENSES | ||
General and administrative expenses | 1,357,062 | 41,838 |
Salaries and wages | 104,474 | 12,375 |
Professional fees | 29,022 | 14,327 |
Depreciation | 13,186 | 6,563 |
Total Operating Expenses | 1,503,744 | 75,103 |
LOSS FROM OPERATIONS | 880,454 | (75,103) |
OTHER INCOME (EXPENSE) | 3,543 | 0 |
Loss before Income Taxes | 883,997 | (75,103) |
Income Tax Provision | 0 | |
Net loss | $ 883,997 | $ (75,103) |
SEGMENTED DISCLOSURE (RESTATE_4
SEGMENTED DISCLOSURE (RESTATED) (Details 1) - USD ($) | Jul. 31, 2019 | Jul. 31, 2018 |
Current assets | $ 19,121,455 | $ 1,458,548 |
Property and equipment, net | 4,421,252 | 135,706 |
Intangible asset - digital currency | 0 | 1,348,920 |
Intangible asset - goodwill | 11,718 | |
Deposit | 0 | 9,780 |
Total assets | 23,554,425 | 2,952,954 |
USA | ||
Current assets | 9,618,099 | 333,098 |
Property and equipment, net | 0 | 0 |
Intangible asset - digital currency | 0 | 1,348,920 |
Intangible asset - goodwill | 0 | |
Deposit | 0 | 0 |
Total assets | 9,618,099 | 1,682,018 |
Malaysia | ||
Current assets | 1,874,078 | 722,354 |
Property and equipment, net | 4,357,148 | 86,073 |
Intangible asset - digital currency | 0 | 0 |
Intangible asset - goodwill | 11,718 | |
Deposit | 0 | 9,780 |
Total assets | 6,242,944 | 818,207 |
Taiwan | ||
Current assets | 1,016,412 | 375,179 |
Property and equipment, net | 18,251 | 10,294 |
Intangible asset - digital currency | 0 | 0 |
Intangible asset - goodwill | 0 | |
Deposit | 0 | 0 |
Total assets | 1,034,663 | 385,473 |
Vietnam | ||
Current assets | 35,531 | |
Property and equipment, net | 0 | |
Intangible asset - digital currency | 0 | |
Intangible asset - goodwill | 0 | |
Deposit | 0 | |
Total assets | 35,531 | |
Indonesia | ||
Current assets | 6,577,335 | 27,917 |
Property and equipment, net | 45,853 | 39,339 |
Intangible asset - digital currency | 0 | 0 |
Intangible asset - goodwill | 0 | |
Deposit | 0 | 0 |
Total assets | $ 6,623,188 | $ 67,256 |
SEGMENTED DISCLOSURE (RESTATE_5
SEGMENTED DISCLOSURE (RESTATED) (Detail Textuals) - USD ($) | 12 Months Ended | ||
Jul. 31, 2019 | Jul. 31, 2018 | Jul. 31, 2017 | |
Revenue from Contract with Customer, Including Assessed Tax | $ 5,888,234 | $ 1,254,495 | |
Current assets | 19,121,455 | 1,458,548 | |
Cash and cash equivalents | 14,916,556 | 1,064,672 | $ 100 |
Inventories | 162,985 | 0 | |
Prepaid expenses | 3,747,648 | 25,958 | |
Accounts receivable | 294,266 | 367,918 | |
Property and equipment, net | 4,421,252 | 135,706 | |
Intangible assets | 0 | 1,348,920 | |
Advertising revenue | |||
Revenue from Contract with Customer, Including Assessed Tax | 200,000 | 100,000 | |
Advertising revenue | Agel Enterprise International Sdn Bhd ("Agel") | |||
Revenue from Contract with Customer, Including Assessed Tax | 200,000 | 100,000 | |
Management fee revenue | Agel Enterprise International Sdn Bhd ("Agel") | |||
Revenue from Contract with Customer, Including Assessed Tax | 1,300,000 | 500,000 | |
USA | |||
Revenue from Contract with Customer, Including Assessed Tax | 240,000 | 0 | |
Current assets | 9,618,099 | 333,098 | |
Cash and cash equivalents | 9,500,000 | 313,000 | |
Property and equipment, net | 0 | 0 | |
Intangible assets | 0 | 1,348,920 | |
USA | Management fee revenue | Agel Enterprise International Sdn Bhd ("Agel") | |||
Revenue from Contract with Customer, Including Assessed Tax | 200,000 | ||
Malaysia | |||
Revenue from Contract with Customer, Including Assessed Tax | 1,356,336 | 1,225,149 | |
Current assets | 1,874,078 | 722,354 | |
Cash and cash equivalents | 1,200,000 | 445,000 | |
Prepaid expenses | 222,000 | ||
Accounts receivable | 194,000 | 344,000 | |
Property and equipment, net | 4,357,148 | 86,073 | |
Land and building | 4,000,000 | ||
Automobile | 151,000 | ||
Leasehold improvement | 109,000 | ||
Tolls and equipment | 64,000 | ||
Intangible assets | 0 | 0 | |
Malaysia | Advertising revenue | |||
Revenue from Contract with Customer, Including Assessed Tax | 200,000 | 100,000 | |
Malaysia | Information technology fee revenue | |||
Revenue from Contract with Customer, Including Assessed Tax | 100,000 | 600,000 | |
Malaysia | Management fee revenue | Agel Enterprise International Sdn Bhd ("Agel") | |||
Revenue from Contract with Customer, Including Assessed Tax | 1,100,000 | 500,000 | |
Taiwan | |||
Revenue from Contract with Customer, Including Assessed Tax | 1,673,781 | 29,346 | |
Current assets | 1,016,412 | 375,179 | |
Cash and cash equivalents | 820,000 | 306,000 | |
Inventories | 140,000 | ||
Property and equipment, net | 18,251 | 10,294 | |
Intangible assets | 0 | 0 | |
Taiwan | Direct marketing network sales | |||
Revenue from Contract with Customer, Including Assessed Tax | 1,700,000 | ||
Vietnam | |||
Revenue from Contract with Customer, Including Assessed Tax | 0 | ||
Current assets | 35,531 | ||
Property and equipment, net | 0 | ||
Intangible assets | 0 | ||
Indonesia | |||
Revenue from Contract with Customer, Including Assessed Tax | 2,618,117 | 0 | |
Current assets | 6,577,335 | 27,917 | |
Cash and cash equivalents | 2,800,000 | ||
Inventories | 507,000 | ||
Prepaid expenses | 3,000,000 | ||
Property and equipment, net | 45,853 | 39,339 | |
Intangible assets | 0 | $ 0 | |
Indonesia | Advertising revenue | |||
Revenue from Contract with Customer, Including Assessed Tax | 200,000 | ||
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, 2019 | Jul. 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 capital | 38,993,002 | |
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, 2019 | Jul. 31, 2018 | |
OPERATING EXPENSES | ||
Salaries and wages | $ 12,119,802 | |
Total Operating Expenses | 16,506,684 | $ 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 Expenses | 17,461,599 | |
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, 2019 | Jul. 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 compensation | 10,121,776 | $ 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 compensation | 11,076,691 | |
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, 2019Employeeshares | Sep. 09, 2019shares | Jun. 11, 2019shares | May 08, 2019shares | Jul. 31, 2019shares | Jul. 31, 2018shares |
Subsequent Event [Line Items] | ||||||
Number of stock issued | 1,000,000,000 | |||||
Employees | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock issued | 24,614 | |||||
Agel Enterprise International Sdn Bhd ("Agel") | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock issued | 10,490,362 | 2,356,451 | ||||
Subsequent event | Employee stock bonus agreement | Employees | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock issued | 253,039 | |||||
Number of employees | Employee | 27 | |||||
Subsequent event | Agel Enterprise International Sdn Bhd ("Agel") | ||||||
Subsequent Event [Line Items] | ||||||
Number of stock issued | 20,000 | |||||
Number of shares transferred to shareholders | 20,000 |