UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K10-K/A

Amendment No. 3

x (Mark One)

☒ ANNUAL REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 20182019

¨ OR

☐ TRANSITION REPORT UNDERPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to ____________________

Commission file number: 333-138951number 001-39052

Toga LimitedTOGA LIMITED

(Exact name of registrant as specified in its charter)

3960 Howard Hughes Pkwy, Suite 500

Las Vegas, Nevada 89169

(Address of principal executive offices)

(702) 990-3578

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:None

Securities registered pursuant to Section 12(g) of the Act:None

Class A Voting Common Stock, par value $0.0001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No xYES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No xYES ☐ NO ☒

Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨YES ☐ NO ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No xYES ☐ NO ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”filer”, “accelerated filer”, “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Act:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ¨ No ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company, (as defined in Rule 12b-2 ofin the Exchange Act). Yes ¨ No xYES ☐ NO ☒

The aggregate market value of the issuer’sregistrant’s voting and non-voting common equitystock held by non-affiliates (based on the closing sale price of the registrant’s Class A Voting Common Stock, par value $0.0001 per share, as reported by the OTC Markets Group Inc.) was approximately $282,746,703 as of January 31, 2019 was approximately $285,772,134, based upon the last sale price of the common stock during such quarter as quoted by the Over-the-Counter Bulletin Board (the “OTC Bulletin Board”).2019.

TheAs of January 28, 2021, the number of shares of the issuer’s common stockregistrant’s Class A Voting Common Stock outstanding as of March 19, 2019, was 893,422,921 shares,91,013,640, par value $0.0001 per share.

EXPLANATORY NOTE

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.

TOGA LIMITEDToga Limited

FORMForm 10-K

Fiscal Year Ended July 31, 2018

INDEXTable of Contents

2

3

Table of Contents

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

ThisCertain statements and information in this Amended Annual Report on Form 10-Kmay constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Report”“Securities Act”), including “Management’s DiscussionSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Analysisthe Private Securities Litigation Reform Act of Financial Condition and Results of Operations” in Item 7 contains1995. These forward-looking statements regardinginclude, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events, or performance, and the future resultsunderlying assumptions and other statements, which are not statements of Toga Limited (the “Company”) thathistorical facts. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or other comparable terminology. These forward-looking statements are based on management’sour current expectations estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates”beliefs concerning future developments and variations of such words and similar expressions are intended to identify suchtheir potential effect on us. While management believes that these forward-looking statements. These statements are not guarantees ofreasonable as and when made, there can be no assurance that future performancedevelopments affecting us will be those that we anticipate. Forward-looking statements involve known and involveunknown risks, uncertainties, and assumptionsother factors that are difficultmay cause our actual results, performance, or achievements to predict. Therefore, actual outcomes andbe materially different from any future results, may differ materially from what isperformance or achievements expressed or forecasted in suchimplied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements due to numerous factors, including, but not limited to, those discussed in “Management’s Discussionrepresent management’s beliefs and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speakassumptions only as of the date of this Amended Annual Report. You should read this Amended Annual Report or, incompletely and with the case of any document incorporatedunderstanding that our actual future results may be materially different from what we expect. Except as required by reference, the date of that document, andlaw, we do not undertake anyassume no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or morethese forward-looking statements, investorsor to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

PART I

Item 1. Business.

General

Our Company

Toga Limited (“Toga,” the “Company,” “we,” “our,” or “us”) is a Nevada holding company with its corporate headquarters in Los Angeles, California that conducts its business through its subsidiaries, all of which operate exclusively in Asia. We have two lines of business. The first is our technology business, in which we are developing a social media app called “Yippi” or the “Yippi App.” The Yippi App is a mobile application with a focus on enabling people to connect and others should not concludeshare with friends and family on the app. Our second business consists of products based on traditional, eastern wellness principles that we will make additional updates or corrections with respect to other forward-looking statements.market and sell under our “Eostre” brand through a direct marketing network.

3

Table of Contents

Corporate History

PART I

ITEM 1. BUSINESS

Background

The Company wasWe were incorporated inon October 23, 2003 pursuant to the laws of the State of Delaware on October 23, 2003, under the name Fashionfreakz International Inc. On December 2, 2005, the Company, which we later changed its name to Blink Couture, Inc. Until March 4,From 2003 until 2008, the Company’sour principal business was the online retail marketing of trendy clothing and accessories produced by independent designers.designers, with headquarters based in Canada. From 2008 until 2017, the Company’s business plan consisted of exploring potential targets for a business combination. On July 22, 2016, we changed our name to “Toga Limited.” In July 2018, we changed our state of incorporation to the State of Nevada.

We have had two stock splits. On September 11, 2017, we effected a forward-split of all of the outstanding shares of our common stock, par value $0.0001 per share, at the rate of fifty shares for every one share (1:50). On June 30, 2016, Blink Couture, Inc.,5, 2019, we effected a Delaware corporation entered into an Agreement and Planreverse-split of Merger (the “Merger Agreement”) pursuant to which the Company merged with its wholly owned subsidiary, Toga Limited, a Delaware corporation with no material operations (“Merger Sub” and such merger transaction, the “Merger”). Upon the consummationall of the Merger, the separate existence of Merger Sub ceased and shareholdersoutstanding shares of the Company became shareholderscommon stock at the rate of one share for every ten shares (10:1). For ease of reference, all share amounts and prices contained herein reflect the effect of the surviving company named “Toga Limited”.

As permitted by the Delaware General Corporation Law Title 8, Section 251(f), the sole purposereverse stock split. On September 11, 2020, we filed Amended and Restated Articles of the Merger was to effect a changeIncorporation (the “A&R Articles of the Company’s name from Blink Couture, Inc., to Toga Limited. Upon the filing of the Certificate of Merger (the “Certificate of Merger”Incorporation”) with the Secretary of State of Delaware on July 22, 2016the State of Nevada for the purpose of dividing and designating the 1,000,000,000 shares of the 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 effect the Merger, the Company’s Articlesherein as our “Common Stock”), and 500,000,000 shares of Incorporation were deemed amended to reflect the change in the Company’s corporate name.Class B non-voting common stock, par value $0.0001 per share (our “Class B Common Stock”), none of which are currently issued and outstanding.

The name changeOur principal executive offices are located at 515 South Flower Street, 18th Floor, Los Angeles, California 90071. Our telephone number is (949) 333-1603. Our internet address is https://togalimited.com/. Through a link on the “Investor Relations” section of our website, we make available the following filings as soon as reasonable practicable after they are electronically filed with or furnished to Toga Limited became effective in the marketSEC: (i) our Annual Reports on December 16, 2016, following approval byForm 10-K, (ii) our Quarterly Reports on Form 10-Q, (iii) our Current Reports on Form 8-K, and (iv) any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Financial Industry Regulatory Authority, Inc. (FINRA), and in conjunction with the name change, the trading symbol for the Company’s common stock was changed. Its sharesExchange Act. All such filings are now listed for quotationavailable free of charge. Information contained on OTC Markets under the symbol “TOGL.”our website or that is accessible through our website should not be considered to be part of this Amended Annual Report.

The Company incorporated a wholly-owned subsidiary,Subsidiaries

InSeptember 2017, we formed TOGL Technology Sdn. Bhd. (“TOGL”TOGL Technology”) in Malaysia on September 26, 2017.

The Company incorporated, a wholly-owned subsidiary PT.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, we formed PT Toga International Indonesia (“PT Toga”Toga Indonesia”), a majority-owned subsidiary located in Indonesia. We own a 95% interest in PT Toga Indonesia. The remaining portion is owned by three individuals who are employed by our subsidiaries. PT Toga Indonesia on November 23, 2017.mainly sells health-related and facial products via retail stores or through direct selling independent sales agents that sell our “Eostre” branded products at exhibitions and healthy introduction seminars.

In 2017, theJanuary 2019, TOGL Technology, formed a wholly-owned subsidiary, Toga Vietnam Company commenced development of a social media appLimited (“Toga Vietnam”), located in Vietnam. Toga Vietnam provides customer services support for mobile devices called Yippi. The Company commenced development with the hiring of a CTO and development team.Yippi users located in Vietnam.

On February 26, 2018,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 Company’s common officeruse of technology by enterprises and director resigned as an officerend users. These services include software development, integration, maintenance, mobile services, and director of Toga Capital.web applications.

On April 1, 2018,In June 2019, TOGL Technology acquired 100% of the Company entered into a Trademark License Agreement with Agel Enterprises Internationalissued and outstanding shares of WGS Discovery Tours and Travel (M) Sdn. Bhd., a Malaysian based company (“Agel”WGS”). WGS manages our travel, hotel, and flight feature (“TogaGo”) for use ofoffered through the Yippi name and logo.App.

On July 10, 2018, the Company changed its state of incorporation from the State of Delaware to the State of Nevada.

On May 28, 2018, the Company’s wholly-owned subsidiary TOGL formed a branch office in Taiwan.

4

5

Table of Contents

Subsidiaries formed after July 31, 2019

Change in Control Transaction

OnIn June 13, 2016,2020, Michael Toh Kok Soon purchased a total of 277,383 shares(“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 common stock from A. Terry Ray pursuantshares 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 terms of an Agreement forEostre Business.” Further, Eostre Bhd.’s business is discussed in detail below under the Purchase of Common Stock dated May 31, 2016 for $230,000. The shares represent approximately 70.55% of the Company’s outstanding shares, resulting in a change in control of the Company.section entitled “Eostre.”

On June 13, 2016, A. Terry Ray resigned from her positions as President, Chief Executive Officer, Chief Financial Officer, Secretary and sole director. Immediately priorYippi

Industry Overview

An “app” is a type of application software designed to her resignationrun on a mobile device, such as a director, on June 13, 2016, A. Terry Ray appointed Michael Toh Kok Soon assmartphone or tablet device. Over the last several years, mobile devices, including smartphones and tablets, have proliferated extensively around the world across a director, President, Chief Executive Officer, Chief Financial Officer and Secretary.wide range of demographic groups.

On August 29, 2017,As mobile devices have become more prevalent, the Company appointed Liew Choon Fook as Secretary of the Company.

On June 14, 2018, the Company increasedmobile apps industry has experienced corresponding growth in the number of membersapps published and the niches they serve, as well as the revenues they generate. We believe that there will continue to be an increase in the number of smartphones and tablets sold. In addition, Apple, Inc. (“Apple”), Samsung Group (“Samsung”), and other mobile device manufacturers have introduced new, larger, and more powerful smartphones and tablets that enable more complex apps and that allow app developers to create apps that are optimized for larger screen sizes and designed to take advantage of these devices’ advanced capabilities and functionality. We believe that the Board from oneproliferation of, and technological developments, to, five members creating four vacancies onmobile devices will continue to drive growth in our industry for the Board. The four vacancies were filled by the election of Liew Choon Fook, Tan See Kuy, Lim Jun Hao and Ng Boon Chee.foreseeable future.

Business DevelopmentProduct and Market

The Yippi App is a messaging appmobile application with a social media messaging focus that enables users to discover new friends as well as connect with friends and family. The Yippi App also focuses on entertainment and security. It’s fast, simple, secure and free. Yippi seamlessly syncs a user’s normal messages and secret messages into one application. Users can send an unlimited number of messages, photos, and voice messages. Yippi groups allow users to send broadcasts to up to 100 contacts at a time. Users download the Yippi App through the Apple App Store, Google Play, or the Amazon App Store. Revenue is generated from selling advertising, emoji stickers, and special filters, effects and features for use with Yippi.

Yippi App Features

We have developed Yippi as the unique super app that empowers the user with numerous functionalities in a single complete app. The four main elements ofSimilar to other social media mobile apps, the Yippi App areallows users to post photos and videos, watch, like, and share live events, use a beauty camera to enhance photos, and generally connect with others through chat messaging and video calls. Our chat feature allows users to use a “secret chat” function that automatically deletes text messages, voice messages, or photos sent through chat messages. We also have other features to allow chat messages to be more interactive between users, such as our “whiteboard presentation” feature that allows up to 5 users to draw on a whiteboard within the marketplace, social media, ecosystem, and communication. Since July of 2017 there have been multiple versions launched which have incorporated all four elements.chat message.

5

Table of Contents

Marketplace

We see the future in creating a robust ecosystem that is relevant and personalized for the user. Riding on the success of data commerce in large to small scale enterprising techno-preneurs,Finally, through Yippi, we are providing a social platform for any user to be involved in customizing their additional plug-ins of choice; from the utility add-ons, games, stickers, themes, skins or contents onto their Yippi social messaging app. This digital content makes up the Marketplace, where the user could obtain free or paid plug-ins from various vendors on a secure micro-transaction platform.

This self-sustaining ecosystem further completes and complements the whole Yippi social messaging app as the daily super app. We believe this concept opens up a whole new level of micro-transactions and a platform for creators to list their digital products and enhancements making them readily available for users.

With this Marketplace, instead of creating and owning every single item of intellectual property on our digital store, we are synergizing the creators and third-parties to create, list their items and engage in sharing of the digital products. This also sets in motion a micro-transaction, as creators could monetize their digital crafts, and diversify their revenue as Marketplace offers them another viable choice away from the existing digital markets.

Our API (Application Protocol Interface) is readily available for creators and third-parties to work on and test before the process of submission onto the Marketplace. This allows third party developers to develop applications that interface with the Yippi platform making the Marketplace a more robust destination for app users. This createsoffer an atmosphere of community.

Additionally, physical products within the Marketplace are on a P2P and B2C basis with thisin-app feature embedded separately in Yippi Social, as the listing of products are easily available for users to peruse the marketplace to offer their wares.  The Marketplace was launched in July 2017 and is in its initial usability stage.

Wallet

Yippi has a host of shopping functions built-in,called TogaGo, which provides access to a targeted Small to Medium-sized Enterprises (SME) in an ever-expanding variety of shopping experiences. Merchants range from official brand accounts to budding e-shopping enterprises; to cater to consumers via Yippi. As of July 31, 2018, our consumer directory, TPocket offers select brands of healthcare products, electronic goods, payment gateway for food & beverage establishments and services. All of these services are within the Yippi app.

In addition to our own shopping platform, there is a link to a 3rd-Party shopping platform in TA Mall as our partner, in giving value and choice of merchandise to the user. We do not expect to derive any income from TA Mall.

Furthermore, as the user spends, they receive points similar to cashback for them to use in another 3rd Party rewards program in Rewards Link. With their accumulated spending of their shopping goods or services; they receive points, redeemable at Rewards Link, all within the ecosystem of Yippi.

The Hotel & Flight (TogaGo) feature in Yippi boasts an impressive array of hotel, cruise, and flight partners that enableenables users to search for the best price for a dream holiday.their travel needs on an array of hotel, cruise, and flights and book and purchase these accommodations. Currently, prices are relatively cheaper and comparable to major travel applications in the market, and with this feature we have bridged these two different applications into one comprehensive application.

These extensions are developed and functioning and areessentially bridged within Yippi with a link to the target platform while the user is still logged into theirhis or her Yippi account. We also maintain a website that allows users to access TogaGo.

Social Media

Yippi Social is fully developed and functioning and is the social media platform embedded within the Yippi social messaging app. Yippi Social incorporates a fully functioning social media timeline as a personal space with integrated functions such as: sharing of updates; following video channels; receiving event invitations; sharing photo and video links; joining groups of interests; and browsing an e-catalog of products.

6

Table of Contents

Yippi Social enables users to share their content internally and externally via other platforms (social media or communication apps within their devices) in contrast to WeChat Moments’ or Facebook Timeline’s internal-only sharing capability.

A key feature is posting an update as a Live Moment. This provides the user a personal live streaming of contents to a user’s contacts and friends. This trendy feature is built into Yippi Social for the ultimate social media presence as the user has an avenue to broadcast their post in an engaging ‘live’ telecast to their viewers. We believe this unique selling point is in trend, as apparent with Facebook’s launch of similar feature in recent months.

Live Moment

We believe a Yippi user could apply many uses in this platform, and with the Live Moment feature, the user could use it as a tool to reach and engage their audience in a live-streaming technology as seen in the current trend of active Facebook users in using this tool to promote their items, share their events, or show their travels in a live setting with interactive responses from their fans and friends.

The veracity of live streaming by users is an advantage to us as we believe this adds another dimension to the overall experience. For example, for leisure a user could live stream their precious moments to their followers when they are celebrating a monumental occasion, or an e-marketer could Live Moment their products and services with an unboxing of their review or live Q&A session in engaging their audience. On a larger scale, with a company’s official account they could engage a sponsored Key Opinion Leader (“KOL”) in showcasing a Live Moment in reaching to wider organic reach. Live Moment was launched in July 2017.

Games

As with most social chat applications that have games bundled onto their app, Yippi has a plethora of simple yet addictive and fun games built in. There are 21 games for the user, with more anticipated to come in the coming months.

We are looking to acquire more games to add to the collection as well as to cater to a wider gaming audience in purchasing multi-player games, inclusive of tying-up partnerships with established game studios in marketing their games in-app in the same mold as WeChat as a platform for game developers to market their new releases as an exclusive pre-release title for popular MMO game Garena’s Arena of Valor.

A large share of gaming revenues are generated from mobile gaming. We believe our strategy of investing and partnering with up-and-coming developers will allow us to compete for additional revenue.

Through the Market Place, once fully launched, we will encourage more game studios or independent game producers to package and market their games via this separate platform within Yippi. We believe this would add another significant stream of revenue with its’ own micro-transactions (of free games’ enhancements/add-ons) and game purchases (paid games). As of July 2018, over 20 games were live within the Games section of the Yippi app.

Stickers

Since its release in July 2017, Yippi Stickers is currently functioning and has been packed with pre-loaded stickers that are suitable for any occasion, and these are well organized in their folders for the ease of execution.

7

Table of Contents

We firmly believe with Stickers it opens up a whole new avenue for aspiring graphic designers to create and sell their artwork stickers on our Market Place.

A case study to note is the revenue-generating sticker pioneered by Line chat app, as they achieved tremendous success in generating revenue from their users through affordable e-stickers ever since its inception in 2010 and has steadily been a part of the corporation’s source of income; albeit with extensive competition from other chat apps’ introduction of their own stickers.

We believe Stickers may provide a profitable source of revenue, and we believe with our additional incentive of allowing talented users to trade their digital stickers on our associated Market Place platform, we are just at the tip of the iceberg in the vast potential of stickers in this generational boom.

We are committed in bringing the next evolution of Stickers and in bringing and providing creative creators to share in our technological advances. We are providing our APIs in sticker creations and development, with tutorials and market trends. This may include the next evolution of Motion Stickers, Animated GIFs and cinemographs with snippet of sound/voice and this would further differentiate and modernize all our Yippi Stickers in another level above major sticker competitors. In doing so, we believe we will be able to derive revenue from this this digital product.

Ecosystem

The Company presents the Yippi app to the market as a unique “Super App”, due to the fact that it provides numerous features that creates an ecosystem within the app.

The following components are currently under development and will add value and functionality as a full feature to the user, in all facets, namely: retail shopping & services (T Pocket), e-retail (TA Mall), and travel (Toga Go). While these functions are functioning as a third-party link within the Wallet section of the app, the direct usability is intended to be included in the version of app scheduled to be launched in June 2019.

The following have been developed and are currently functioning within the Yippi app: loyalty program (Rewards Link), news portal (Toga News), and games marketplace (Toga Games). The Company utilizes online and offline aspects to help define and develop the application.

We are actively seeking additional components to add and complement the existing ecosystem in enhancing the user experience and in accordance with the Company’s vision.

Yippi Languages

Yippi Languages is an educational tool currently functioning within the application, as we believe in life-long learning by learning languages anytime, anywhere.

Yippi Languages was launched in July 2017 and helps users speaking any of the following ten (10) languages to learn English: Chinese, Hindi, Hmong, Indonesian, Japanese, Korean, Malay, Tagalog, Thai and Vietnamese.

Yippi Languages features over 100 lessons per supported language and is an invaluable tool for many to access learning modules while adopting another language as a 2nd language with audio guides in speaking natively. Modules also include interactive mini-games to enhance comprehension, and vocabulary which is vital to the learning process.

We are committed to further enhancing this app feature and in providing a comprehensive learning experience to the user. We have engaged third-parties to re-develop an additional UI/UX in making the app responsive and relevant with the trend.

We have engaged researchers to study the probable functionality of it as an e-learning tool for schools as this feature has potential in bringing affordable quick and easy language learning into the school setting or as a language guide incorporated into after-school curriculum.

Artificial Intelligence

A.I.,(artificial intelligence) is the simulation of human intelligence processes by machines, especially computer systems.

8

Table of Contents

The key terms related to A.I. are computer, internet, big data and automation control. We are excited to usher in the 4^th Generation Yippi that is A.I.-driven in communication in line with our view of letting the communication go smart. Among the key applications of A.I. technology that we have incorporated, we are looking for enhancements in personal assistant, education, e-commerce merchandise and automation in customer service. AI within Yippi launched in June 2018 and will be enhanced and improved in every subsequent update of the app. This is a long range project and we expect to learn a great deal as AI is a learning language.

Communication

Read & Burn

Reads & Burn is a privacy feature which was launched in July 2017 and currently functions within the chat feature. This feature provides peer-to-peer security in handling private pictures and confidential documents. The pictures and documents sent through Read & Burn are only accessible with touch and then the image disappears from the server and chat history. The pictures and documents cannot be screen-shot by the user’s smartphone.

We included this feature as an enhancement to the experience in Yippi. We believe this feature has its potential in the security of sending private images or confidential documents and provides the users with peace of mind in sending private documents for a single view.

This data will not be stored on smartphones via Yippi nor through peer-to-peer encryption when it is unopened. Through read & burn data is not stored on the servers or in history.

Secret Chat

In addition to Read & Burn,TogaGo, we developed another versionalso generate revenue from selling advertising, emoji stickers, and Yipps through our tipping feature called Yippi Star. As of our chat feature with an enhanced level of security, aptly named, Secret Chat. Launched in January 2017, this feature isDecember 1, 2020, we had 214,442 monthly active users and 120,412 daily active users on Yippi. We define a secretive function that self–destructs upon leaving the chat conversation without a record on the application as well as the server. We believe this negates the function of encrypting messages found in other chat apps proving to be a safe chat, virtually un-hackable as it does not have a trace on either servers once our proprietary system purges the chat thread.

Within the chat conversation, the user has almost all of the same functionalities of a regular chat, such as sending images/videos, recording voice messages, sending stickers or gifting eggs.

Fun Camera

This trendy and advanced video camera feature allows users to beautify and add animated filters as 3D Face Technology on a video call. Currently in use, this feature is app-exclusive as we developed a number of the filters and augmented reality (AR) skins.

Video calls are made with options to enhance both the caller and recipient with beauty skins, fun stickers, or facial-recognition augmented reality caricatures or cartoons for shared fun experience.

At the time of its launch in April 2018, we believe the number of possible facial enhancements via AR provided by this feature is competitive with the major native camera apps found in Samsung’s and Huawei’s latest flagship smartphones.

Whiteboard

We developed and launched Whiteboard“monthly active user” as a unique feature in July 2017. Whiteboard enables users to simultaneously write on the screen display. The users can currently share the same whiteboard with both parties able to write and talk on a single session remotely.

The voice function has an on/off switch and users could communicate while sketching together on the shared whiteboard.

In addition, the whiteboard could be ‘erased’ by either party at any time to clear the space for another new board for continuous writing. Sharing of info or ideas could be sketched out over the whiteboard or dictated to the other person with ease, rather than the conventional method of writing on a piece of paper before snapping a picture.

This is an excellent feature for sketches and scribbles as it engages a real-time experience, as well as a fun tool for leisure.

9

Table of Contents

Free Chats with Voice & Video Calls

Yippi has embedded and enhanced the quality of Voice & Video Calls for the ease of connectivity to anyone anywhere. We expanded on the functions of our chat application in making the action of contacting friends & family with choices of Text, Voice & Video calls that is parallel with leading chat applications in the market.

Voice & Video quality of calls made via Yippi is clear, and, as with other chat applications, is dependent on network strength. We believe the simplicity of placing a call or a video call will be further enhanced with the advancement of technology and data speed packets as 5G connectivity is upon us.

From its launch in July 2017, Yippi has continued to develop and expand this feature, not just with regards to peer-to-peer calls, but also improving group calls. Group video calls enable a tele-conference from individual smartphones, anytime and anywhere; in line with the ease of communications on the go. Yippi offers a group video call of up to 9 video feeds at the moment. Continued enhancement of to this feature is important to us as we strive to offer the market standard of quality of voice and video calls to our users.

Meeting Room

Meeting Room was launched in January 2017 and is an improvement over the standard group chat feature. The highlight of this feature is the ability to share files and to set a time frame structure for the meeting. The Meeting Room offers additional functions for the administrator to control and facilitate the chat room.

The Meeting Room enables discussions and meetings on subjects within a set time frame and this helps to organize chat groups in order.

We believe this feature has the potential of being a group chat of choice as it allows users to communicate and share files of any type with ease. This is an advantage over other chat apps as most have a limitation on what type of files are shareable, whereas we are giving theregistered user the full sharing capabilities comparable to leading file-sharing apps available.

We believe this feature could be a trend-setter as the timer in this feature is an advantage to a normal group chat. This frees up a sense of organization of the user’s chat boxes in maintaining and managing their chat conversations.

Forward Voice Message

Since its launch in July of 2017, the Yippi social messaging app enables users to forward voice messages to contacts, as well as group chat recipients. This enhances the sharing possibility of a recorded message as it is equipped in-app for the ease and functionality of the user.

In addition, with our propriety enhancement of built-in translation (and voice recognition); the user may use the option to translate received voice message from a selection of spoken languages.

People Nearby

With its launch in July of 2017, users can use this feature to seek out other Yippi users within their immediate area to communicate and network, or chat for leisure.

Yippi users can arrange a meeting and make new friends, or seek out business opportunities by networking through this feature. With the impending official brand accounts, we could evolve this further with geo-location push notification on promotions and offers for Yippi user that switches their People Nearby feature. Currently there are no brand accounts.

With respect to all of the features and functionalities of the Yippi App we are lookingwho opens the Yippi App at trends and opportunities to enhanceleast once during a 30-day period. We define a “daily active user” as a registered user of the apps features and functionalities and to add new features.Yippi App who opens the Yippi App at least once during a 24-hour period for a consecutive 30-day period.

The marketsmarket for our Yippi App areis characterized by rapid technological change, particularly in the technical capabilities of smartphones and tablets, and changing end-user preferences. Therefore, we will be required to continuously invest capital to innovate and modify our Yippi App and publish new apps.applications. We cannot assureprovide assurances that we will have adequate capital to modify our Yippi App or develop new apps.applications.

However, our ability to plan for further development of the Yippi App, distribution and promotional activities will be significantly affected by our ability to anticipate and adapt to relatively rapid changes in the tastes and preferences of our current and potential users. New and different types of entertainment may increase in popularity at the expense of mobile apps. A decline in the popularity of apps in general, or our Yippi App in particular, would harm our business and prospects. We may not be successful in developing additional features and functionality for the Yippi App.Marketing Strategy

10

Table of Contents

Marketing Strategy

We currently have approximately 12,000 to 13,000 daily active users of our Yippi App. We define a daily active user as a registered user of the Yippi App who opens the app at least once during a 24-hour period.

We have outlined the following plans in our effort to achieve or targets described below. We believe this is in line with our vision and mission statement in being a pioneer of the Big Data industry and in creating a sustainable system in initiating the support for the targeted 2,000,000 SMEs projected to use our platforms in expanding their business and culture of data-marketing. In an effort to achieveincrease our goal of 500 million Active Users,daily active users and the preceding downloads, we have created a 6 verticalmonthly active users, our marketing strategy we call the 6 User Channels.focuses on three areas: (i) Market Penetration; (ii) Yippi Publicity; and (iii) Market Development.

This 6 User Channels cover the basis ofMarket Penetration. Market Penetration focuses on engaging key opinion leaders and agencies to help increase our group marketing effort globally with its own timelinepublicity and contests within Yippi. We also intend to engage in activity of different regions globally, with the selection based on our research and details. There can be no assurance that all or any of our planned marketing activities will be implemented, or, in the event any or all of such planned marketing activities are implemented that they will be successful.

We believe that with the rise of affordable smartphones and efforts in bridging the internet to the disadvantaged, the potential market to expand the user base is exponential in the near future.

We are currently concentrating our efforts on the following 6 User Channels:

	1.	WAVE by Eostre
	2.	Publicity & Campaigns
	3.	Games & Contests
	4.	Mini-Programs
	5.	Languages
	6.	Sponsorships

1. WAVE by Eostre

WAVE by Eostre is a third-party app that deliver frequencies and information waves specifically designed to harmonize morphic fields to the paid User. This unique feature is only available via Yippi as an energy vitalizer and enhancer from the user’s smartphone.

The app’s coding utilizes any device’s flash and magnet components in emitting light /or waves for each of the 4 main functions. As an example, the User could place the device after operating the app on a cup of coffee for 15 minutes prior, or directing the light on self to increase energy field. Similarly, the emission of these waves could be directed to a glass of water or via placing a phone call in emitting positive ions for balance.

The science in this app is based off the human energy field and the application of cellular magnetic field. WAVE by Eostre makes use of both optical waves and acoustic waves to directly affect water and liquids of the human body to generate stronger repairing and adjustment capacity. 

The app’s optical wave is a high-frequency electromagnetic wave which is radiated from molecules and atoms. This optical wave are generated from the accelerated charged particles and has the fastest transmission speed, and thus effectively affect liquid structure.

The app emits acoustic wave that produces resonance and vibrations increases the activity of cells. This enables the app to rapidly activate the cellular energy and activity of the human body, as well as direct assistance in the natural wellness process.

11

Table of Contents

WAVE by Eostre works through the delivery of specific frequencies and vibrating structures via sound and light photons. 

This proprietary application has 4 main functions:

	·	Qi – Reduce stress, body balance and awareness;
	·	Water – Better absorption and negative ions;
	·	EMF – Resist pollution and increase energy field;
	·	Coffee & Tea – Fuller taste and reduce acidity.

Eostre receives 100% of the proceeds. WAVE by Eostre is used as content to attract and retain Active Users.

2. Publicity & Campaigns

A series of brand awareness and marketing campaign in promoting Yippi to the target market as a unique super app. We have engaged branding consultants in selected countries in marketing Yippi digitally.

Campaigns are set to launch until the end of the year in Indonesia and the Philippines as well as corporate branding on social media and anincrease our internet presence.

3. Games & ContestsYippi Publicity. Yippi Publicity focuses on corporate social responsibility (such as raising money for charitable causes), awareness campaigns (to increase daily active users or to increase users’ daily activity), and live concerts and music sharing (such as engaging Malaysian singers and exclusive content for the Yippi App). We intend to have monthly events broadcast through “YippiTV” (which is a function within the Yippi App for video streaming of these publicity events). We may utilize celebrity endorsements from the Philippines, Indonesia, and Malaysia.

We published our game, Duck Wanted on July 2018, and the response has been positive with daily scoreboards and rewards in attracting more players in this engaging game. At the time of print, we are working on other genre of games for the release soon and building on the momentum.

We started an on-going contests campaign since May 2018 via Yippi Social, with Share/Comment contests on a weekly basis. The contest gambit encompasses questions, quiz, personal preferences, favorite pictures among others in engaging users/followers to participate by commenting and sharing on their Social walls. The winners were picked based on the criteria of most creative, most shares or most ‘likes’ earned.

4. Mini-Programs

Mini-Programs are “sub-applications” within our Yippi ecosystem, and it enables advanced features to users in e-commerce, task management, coupons/offers, brand page or exclusive content from official accounts.

These enhancements provide experiences that are built completely within Yippi, for a complete user experience.

Mini-Programs are similar to apps but as it is within Yippi, accessing it won’t take up any storage space on the user’s device. Users may scan QR codes or input the names of the mini-programs in-app to launch them. The campaign to encourage talented independent developers to create mini-programs onto /and powered by our Marketplace is vital in the success of the mini-programs and thus complements our ecosystem in the near future.

5. Languages

Toga strongly believes in making a difference to those in need and this channel is seen as a corporate social responsibility in the area of offering users to per-use Yippi as an English learning app. Presently, and since its launch in July 2017, Languages’ education module is designed to teach English to users from ten (10) different native languages, including Chinese, Hindi and Indonesian.

6. Sponsorships

The Company hashave also engaged in a series of branding campaigns, or sponsorships, with selected corporate entities in the Asian region, specifically South EastSoutheast Asia. TOGLFor example, we have partnered with AirAsia Academy in cross-promotion and sponsorship of the academy players in badminton competitions since July 2018. ThisWe also sponsored the Panagbenga Flower Festival in the Philippines in February 2019, which festival was athe marketing promotion that brandedcreated brand awareness of the Yippi App throughout Asia.

Our high-degreeMarket Development. Market Development focuses on contests within the Yippi App to connect users to each other and encourage content creation within the Yippi ecosystem. Beginning in May 2018, we have had and continue to have on-going weekly contests via the social function of collaboration – combined with future partners’ strong corporate industry roots, yearsthe Yippi App. The contests encompass questions, quizzes, personal preferences, and favorite pictures, among others, all of experiencewhich are intended to increase engagement among users through their participation of commenting and global network reachsharing on their social walls. The winners are picked based on the benchmarkcriteria of either most creative, most shares, or most “likes” earned. We also hold weekly contests based on the top downloaded “sticker” within the Yippi App, and the designer of the most downloaded sticker for that particular week wins $100. A sticker set may only win once in a successful partnership.month, and only verified sticker designers are eligible to win. Winners are from Malaysia, Indonesia, ROC Taiwan, and the Philippines. Since March 2020, we have held daily non-monetary contests ranking all live streams from Yippi users and awarding the “star of the day” to the Yippi users with the most points based on live stream unique views and rewards earned for each day. Users can create a live stream by live broadcasting to users through the Yippi App. The winner receives “Yellow Beans” (tokens) and a privilege badge (similar to a virtual trophy), with the achievements being unlocked in the winning user’s Yippi profile. Similar contests are held in the Yippi App for celebrations such as Mother’s Day (for the most likes on a photo or video submission) and National Day (for the most creative photo or video post).

12

7

Table of Contents

Scientific Advisory Council. In order to further our market development, in September 2019, we established a Scientific Advisory Council (the “Council”) consisting of Dr. Beverly Rubik, Prof. Dr. Konstantin Korotkov, Deputy Director of Saint-Petersburg Federal Research institute of Physical Culture, and Erick Wayne Thompson of Subtle Energy Sciences, LLC. The members of the Council were retained to provide product ideas and advice on technologies relating to energy, lifestyle and nutrition wellness, as well as to deliver keynote speeches and attend Company events. The members of the Council were each paid an annual fee of $36,000 with additional payments for each keynote presentation. As of the date of this Amended Annual Report, all agreements with the members have expired.

Target Market

The Yippi App is free for users and the Company is focused on users downloading the Yippi Appcan be downloaded through the Apple App Store, Google Play, or the Amazon App Store. The Company’sWe are focused on increasing our users. Currently, our users are concentrated in Indonesia, Malaysia, China, Philippines, Saudi Arabia, TaiwanVietnam, and Singapore.Taiwan. The CompanyYippi App is also intendsavailable to target potential users ofin the United States; however, the Toga Resonance Technology (“TRT”) feature within the Yippi App is not available to users in the United States.

Advertising

We compete for advertising revenue, especially with respect to video and other highly engaging formats. We believe our ability to compete depends primarily on our reach and ability to deliver a strong return on investment to our advertisers, which is driven by our advertising products, delivery and measurement capabilities, APIs, and other tools. The industry in which we operate is changing rapidly and we find ourselves in competition with internet-based platforms, advertising networks, and traditional media.

Competition

We compete with other companies in every aspect of our business, particularly with companies that focus on mobile social engagement and advertising. Many of these companies, such as Apple,Apple; Facebook (includingInc. (“Facebook”), which owns and operates the applications Facebook, Instagram, and WhatsApp)WhatsApp; Tencent Holdings, Ltd., Tencent (including WeChat),which owns and operates the application WeChat; Snap Inc. (Snapchat), which owns and operates the application Snapchat; Google, (including YouTube)LLC (“Google”), which owns and operates YouTube; and Twitter, Inc. (“Twitter”), which owns and operates the social networking service known as Twitter, have significantly greater financial and human resources. Our competitors span from internet technology companies and digital platforms to traditional companies in print, radio, and television sectors to underlying technologies like default smartphone messaging. Additionally, our competition for engagement varies by region. The main bases on which we currently compete with competitors include engagement, partnerships, advertising, and talent.

We compete to attractby attracting and retainretaining our users’ attention, both in terms of reach and engagement. Since our Yippi App and apps of our competitors are typically free, we compete based on our brand and the quality of our app and any potential future product offerings rather than on price. We focus on constantly improving and expanding the Yippi App and related features.features, as described below under “New Product Development.”

TrademarksFinally, we also compete for advertising revenue, especially with respect to video and other highly engaging formats. We believe our ability to compete depends primarily on our reach and ability to deliver a strong return on investment to our advertisers, which is driven by our advertising products, delivery and measurement capabilities, including application programming interfaces, and other tools. The industry in which we operate is changing rapidly and we find ourselves in competition with internet-based platforms, advertising networks, and traditional media.

New Yippi Product Development - Subsequent to July 31, 2019

Between January and July 31, 2020, we launched new features within the Yippi App to enhance our user experience, including, but not limited to, new TRT features which include relieving fatigue, relaxation and rejuvenation, and enhancements to live streaming, “yellow bean” social tokens, sticker artist profiles, social gamification, leaderboard, daily login reward, “Pong Pong” social networking, web instant messaging, text translation, eShop e-commerce, TogaGo user experience and “Go Cash” rewards points, and in-app Yipps purchasing through the Apple Appstore, Google Playstore, Alipay, and Huawei. “Go Cash” rewards points can be used as credits for users to receive discounts on future bookings made through TogaGo.

We also have a number of new features and enhancements to current features in development that we plan to incorporate into the Yippi App in the future, including, but not limited to, eSports live streaming, mini videos, a portal to allow for journalists and blogger content updates, expanded travel features such as train service and airport transfers bookable through TogaGo, and other “mini-programs.” Mini-programs are “sub-applications” within the Yippi App ecosystem, which offer advanced features to users in e-commerce, task management, coupons/offers, brand page, or exclusive content from official accounts. These enhancements provide experiences that are built completely within the Yippi App, for a more complete user experience. Mini-programs are similar to separate applications but because the mini-programs are within the Yippi App, users do not need to separately download each mini-program; thus, the mini-programs do not use any additional storage space on the user’s device. Users may scan quick response, or QR, codes or input the names of the mini-programs in-app to launch them. The success of the mini-programs is dependent upon encouraging talented and independent developers to create these mini-programs that are powered by our Yipp App. We currently anticipate that our mini-programs will be publicly released in 2021. Our newest version of the Yippi App, “Yippi X” was unveiled in January 2021.

Yipps Agreements

We generate revenue from the sale of Yipps, which are the in-app credit that can be used for purchases, services and tipping within the Yippi App. We use third party entities to distribute Yipps to certain end users, pursuant to Yipps Agreements. Each Yipps Agreement provides that the company purchasing the Yipps can purchase them via a purchase order, for a price set by TOGL Technology, and then distribute the Yipps to their members / agents to be used in the Yippi App. TOGL Technology has the right to change the price of the Yipps from time to time.

In May 2019, TOGL Technology entered into Yipps Agreements with each of Agel Enterprise International Sdn. Bhd., Malaysian corporation (“Agel”), Toga Japan Co. Ltd., a Japanese company (“Toga Japan”), and ShenZhen DingShang Network Technology Co. Ltd., a Chinese company (“ShenZhen DingShang”), for the purchase and distribution of Yipps. However, because of COVID-19 pandemic, the Yipps Agreement with Agel was terminated in May 2020.

On March 1, 2020 (as amended on July 1, 2020), TOGL Technology entered into a Yipps Agreement with Success Fortune Trading Limited, a Hong Kong company (“Success Fortune”) for the purchase and distribution of Yipps that can be used by the Yippi App users.

On June 1, 2020, TOGL Technology entered into a Yipps Agreement with our newly acquired, partially-owned Malaysian subsidiary, Eostre Bhd., for the purchase and distribution of Yipps that can be used by the Yippi App users.

Eostre – Products Sold Through Our Direct Marketing Network

Recent Changes to the Eostre Business

We recently changed our business model for our Eostre business line by bringing the direct marketing sales activities in Asia under our newly acquired, partially-owned Malaysian subsidiary, Eostre Bhd. Beginning on June 1, 2020, independent sales agents in Malaysia and Japan can purchase our “Eostre” branded products directly from Eostre Bhd.

Prior Business Structure; Eostre Trademark License Agreements

The recent changes to the business model of our Eostre business occurred because of the prolonged effect of the COVID-19 pandemic. Previously, from 2018 until May 31, 2020, we sold our “Eostre” branded products exclusively to independent sales agents in Malaysia, Japan, Taiwan, and Indonesia. We did not sell our products directly to consumers. These independent sales agents distributed our products through direct marketing networks in our principal markets. In Indonesia and Taiwan, we, through our subsidiaries, administered the sale of such products. Independent agents in Indonesia and Taiwan purchase products and earn commission through a point system. In Malaysia, the program for sales was administered by Agel, and, in Japan, by Toga Japan, an unaffiliated third party.

Agel and Toga Japan each engaged independent sales agents to sell our products through their respective direct marketing networks. At no time were any of the independent sales agents of Agel or Toga Japan employed by us. In order to sell our products, we granted Agel and Toga Japan certain licensing rights to use our “Yippi App” and “Eostre” trademarks for marketing purposes pursuant to, (i) in the case of Agel, a Trademark License Agreement dated April 1, 2018, as subsequently amended on August 1, 2019 (the “Agel License Agreement”) and (ii) in the case of Toga Japan, a Trademark License Agreement dated April 1, 2019, as subsequently amended on August 1, 2019 (the “Toga Japan License Agreement” and, together with the Agel License Agreement, the “License Agreements”). The License Agreements allowed Agel and Toga Japan to administer the sales programs. As consideration for the licenses, each of Agel and Toga Japan paid us a monthly fee in the amount of $20,000 USD. We also granted our subsidiaries operating in Taiwan and Indonesia licensing rights to use our “Yippi App” and “Eostre” trademarks for marketing purposes pursuant to a Trademark License Agreement dated September 1, 2018 with TOGL Technology’s Taiwan branch and a Trademark License Agreement dated August 1, 2019 with PT Toga Indonesia. As consideration for the licenses, each of TOGL Technology and PT Toga Indonesia paid us a monthly fee in the amount of $20,000 USD.

Because of the COVID-19 pandemic and the resulting inability of independent agents to engage with customers in person, neither Agel nor Toga Japan had been able to sell our Eostre products since February 2020. As a result, the License Agreements with Agel and Toga Japan were terminated in May 2020. Because of the COVID-19 pandemic, TOGL Technology’s Taiwan branch requested and received a reduction to the monthly royalty fee to $10,000 per month for each of April and May 2020, and the license agreement with TOGL Technology’s Taiwan branch was terminated in June 2020.

Acquisition of Eostre Bhd. - Subsequent to July 31, 2019

In connection with the termination of the License Agreements, we decided to operate the direct sales business in Malaysia and Japan ourselves, through our subsidiary, Eostre Bhd., instead of through unaffiliated, third-parties. We anticipate that in the future all independent agents in various jurisdictions throughout Asia will eventually purchase products directly from Eostre Bhd. As a result of this new business model, we (or our subsidiaries, as applicable), hired some of Agel’s former employees to assist us in the operation of our direct marketing sales activities.

In order to effectuate this new business model, we are acquiring 100% of the equity of Eostre Bhd. pursuant to two Stock Purchase Agreements, dated March 31, 2020, with Mr. Toh, Mr. Lim, and the two shareholders of Eostre Bhd. (the “Stock Purchase Agreements”), and some other related agreements (the “Acquisition”), for a purchase price of MYR 5 Million (approximately USD $1,250,000) (the “Purchase Price”). The Acquisition is subject to certain approvals by the relevant governmental authorities in Malaysia, which approvals are still being obtained by us.

The Acquisition is expected to be completed in two phases to meet certain regulations under Malaysian law. In the first phase, (i) we acquired 20% of Eostre Bhd., consisting of 1,000,000 ordinary shares of stock; (ii) Mr. Toh and Mr. Lim acquired 20% (1,000,000 ordinary shares) and 25% (1,250,000 ordinary shares) of Eostre Bhd., respectively; and (iii) a current owner of Eostre Bhd. acquired the balance of 1,350,000 shares, which, combined with his current ownership of 400,000 ordinary shares, resulted in his owning 35% (1,750,000 ordinary shares) of Eostre Bhd. Mr. Toh, Mr. Lim, and the current owner of Eostre Bhd. are referred to herein as the “Individual Purchasers.”

We have deposited the Purchase Price directly into the bank account of Eostre Bhd., which will be controlled by us or our designees subsequent to the closing date of the first phase. Pursuant to the Stock Purchase Agreements, Mr. Toh, Mr. Lim, and the two original owners of Eostre Bhd. are not entitled to receive any profit in connection with the Acquisition. The Individual Purchasers executed demand notes in favor of us for their respective portions of the Purchase Price. Such demand notes bear interest at a rate of 4% per annum. In addition, the Individual Purchasers each executed a security and pledge agreement in favor of us pledging their shares in Eostre Bhd. as collateral, until such time as the second phase of the Acquisition is completed. The Individual Purchasers also granted irrevocable proxies to us to vote their shares in Eostre Bhd. until such time as the second phase of the Acquisition is completed. As such, we currently hold 100% voting control of Eostre Bhd.

In the second phase of the Acquisition, set to begin on February 21, 2021, the promissory notes issued by the Individual Purchasers will be cancelled and deemed paid in full, and the remaining 80% of the equity in Eostre Bhd. will be transferred to us. The second phase of the Acquisition is expected to close as soon as practicable after the six-month anniversary of the signing date of the Stock Purchase Agreements, based on the expected timing required to obtain the necessary approvals from the Malaysian Ministry of Trade.

At the time of the of completion of the first phase of the Acquisition, Eostre Bhd. was considered a shell entity with no current business or operations. Its sole asset is a direct selling license (the “License”) to operate a business in the “direct sales” space in Malaysia. Subject to the “Direct Sales and Anti-Pyramid Scheme Act 1933,” this License is a pre-requisite to operating a company in the direct sales space in Malaysia. The expiration date of the License is November 21, 2021; however, we anticipate that we will renew the License at such time. The License will allow us to operate the direct sales business directly, instead of through unaffiliated, third-parties.

Business in China

On June 1, 2020, we entered into a Collaboration Agreement (the “ShenZhen Yi Yi Collaboration Agreement”) with ShenZhen Yi Yi Technology Private Limited, a company registered in China (“ShenZhen Yi Yi”), for provision of certain services to us and our subsidiaries within the territory of the Peoples’ Republic of China (the “Territory”). The ShenZhen Yi Yi Collaboration Agreement memorialized the parties’ understanding with respect to the provisions of these services, which began in March 2020. Pursuant to the ShenZhen Yi Yi Collaboration Agreement, within the Territory, ShenZhen Yi Yi agreed to provide us with web hosting services, launch and release our apps, act as our exclusive proxy to promote our products and services, protect our trademarks, products and apps from unauthorized use, and make payments on behalf of the company to third-parties. The ShenZhen Yi Yi Collaboration Agreement grants ShenZhen Yi Yi a non-exclusive, non-sublicensable, and non-transferable right to use our trademarks. In consideration for the aforementioned services, we agreed to pay ShenZhen Yi Yi monthly consideration of RMB 200,000. Pursuant to a letter of authorization, dated March 1, 2020, which had the effect of amending the ShenZhen Yi Yi Collaboration Agreement, TOGL Technology granted ShenZhen Yi Yi the right to sell Yipps to users in the Territory, with 30% of the total amount of the selling price for such Yipps sold payable to ShenZhen Yi Yi as commission. In addition, on June 1, 2020, Eostre Bhd. also began collaborating with ShenZhen YiYi for the sale of Eostre Bhd.’s products in the Territory. This collaboration has not been memorialized in writing yet between Eostre Bhd. and ShenZhen YiYi.

Industry Overview

Since the 1990s, the use of direct selling and network marketing sales channels has grown in popularity and general acceptance, including acceptance by prominent investors and capital investment groups who have invested in direct selling companies. In addition, many large corporations have diversified their marketing strategy by entering the direct selling arena. Several consumer-product companies have launched their own direct selling businesses with international operations and often accounting for the majority of their revenues. Consumers and investors are beginning to realize that direct selling provides unique opportunities and a competitive advantage in today’s markets. Businesses like us are able to quickly communicate and develop strong relationships with our customers, bypass expensive ad campaigns, and introduce products and services that would otherwise be difficult to promote through traditional distribution channels such as retail stores.

According to the worldwide direct sales data published by the World Federation of Direct Selling Association, in 2019, approximately 118 million global direct sellers collectively generated annual retail sales of $180.4 billion, of which approximately 44% of total annual sales, or $78.9 billion, are generated in the Asia/Pacific marketplace by approximately 68.4 million independent sales agents operating in the Asia/Pacific marketplace.

Products and Market

Beginning on June 1, 2020, we sell our Eostre products directly to independent sales agents, that then sell to their customers through direct marketing networks. Prior to June 1, 2020, we licensed the “Eostre” brand to Agel and Toga Japan, both of which had direct marketing networks in Malaysia and Japan. We also sold Eostre products directly to independent sales agents to sell within the agents’ own networks in Taiwan and Indonesia. We continue to rely on the revenues generated from our Eostre business to sustain the development of our Yippi App.

Our Eostre products are based on traditional, eastern wellness principles. We sell both physical products and digital products online (eostre.biz), through our “E-Booster” App, and through direct marketing networks. Our products include pendants (necklaces with crystals on them), home goods, personal care products (supplements, topical sprays, serums, and creams), and digital downloads. We offer the following physical products:

We also offer digital downloads and applications that use our “Toga-Resonance Technology” (“TRT”). TRT is part of our wellness program and is designed to be a solution for electric and magnetic field (“EFM”) radiation, or emissions from wireless products or powered items. For example, our “headache” program application includes soothing nature sounds with video and a digital image for a user to use as his or her phone wallpaper.

Our TRT digital downloads are available online at eostre.biz and through our Yippi App (for our non-U.S. users) and our “E-Booster” App (branded as “eT-RT” when delivered in connection with our Eostre brand), although such digital products are not available to users located in the United States. E-Booster is a digital wellness app that delivers wellness-focused digital downloads of images, audio, and videos to users’ electronic devices, which are also available for download on the eostre.biz website.

Marketing Strategy

We, and our subsidiaries, rely on our network of independent sales agents to sell our Eostre branded products in our various jurisdictions. The independent sales agents are eligible to receive compensation on a number of different levels, ranging from retaining profit from retail sales to bonuses, which may be achieved as each such agent becomes a leader of their own network.

Independent sales agents purchase points packages from the Company, which can be used to purchase packages of products to then be sold to end users. Independent sales agents also distribute points that they have purchased from the Company to other independent sales agents within their direct marketing networks (their down-line, as described below), who then also use such points to purchase packages of products and then sell such product to end users.

Enrolling new independent sales agents creates multiple levels in our direct selling structure. The independent sales agents that are enrolled by other independent sales agents within our network are referred to as “sponsored” independent sales agents, who may purchase product with their points packages solely for their own personal consumption, for resale, or both. Persons newly enrolled are assigned into network positions that can be “under” other independent sales agents, and thus they can be called “down-line” independent sales agents. If down-line independent sales agents also enroll new independent sales agents, they create additional levels within the structure, but their down-line independent sales agents remain in the same down-line network as the original independent sales agent that introduced them to our business.

While we provide informational brochures and other sales materials, independent sales agents are primarily responsible for enrolling and educating their new down-line sales agents with respect to products, the compensation plan and how to build a successful direct marketing network.

Independent sales agents are not required to enroll other sales agents as their down-line, and we do not pay any commissions for enrolling new independent sales agents. Enrollment in our direct marketing network is contingent upon an independent sales agent purchasing a points package. However, because of the financial incentives provided to those who succeed in building a direct marketing network that consumes and resells products, we believe that many of our independent sales agents attempt, with varying degrees of effort and success, to enroll additional sales agents in their respective direct marketing networks.

Our Company policies and procedures establish the rules that independent sales agents must follow in each market. Independent sales agents’ presentations to customers must be consistent with, and limited to, the product claims and representations made in our literature. Independent sales agents are not entitled to use our trademarks or other intellectual property without our prior consent. If we are made aware of unapproved materials being used, we notify and direct the relevant independent sales agents to cease using such materials. We provide training materials to our independent sales agents to ensure compliance with our Company policies and to prevent unauthorized publications and/or sales practices from independent sales agents. An example of such a training and compliance presentation for independent sales agents was included in the Company’s Current Report on Form 8-K/A, filed on June 9, 2020, as Exhibits 99.1 (“The Importance of Optimization and Compliance”) and 99.2 (“A country we have national laws, at home we have house rules”).

In light of the current COVID-19 pandemic, we anticipate that Eostre Bhd.’s independent sales agents will primarily use e-commerce as their main sales channel. We intend to pursue paid marketing opportunities, such as Facebook ads with targeting marketing, and hiring product ambassadors to promote our products. In addition, we intend to pursue organic marketing strategies such as using social media accounts and search engine optimization to promote the products.

Target Market

Independent sales agents sell our products to wellness-minded consumers, typically adults between the ages of 20 and 80 years old, within their sales network. These consumers include both men and women, located in urban centers throughout Asia, including in Malaysia, China, Taiwan, Indonesia, and the Philippines.

Competition

We purchase white labeled products and brand them with the “Eostre” trademark. We then produce sales and marketing materials for such products. Because we own the Eostre brand, we have no competitors selling identically branded products without our authorization. However, we do not own the underlying intellectual property to the products that we sell, nor do we have exclusive rights to sell such products. We have competition risk in that we cannot ensure that we will continue to be able to source our products from our third-party suppliers, at competitive prices.

In addition, we are aware that those third-party suppliers sell the same white labeled products to other companies (with different branding applied), who compete directly or indirectly with us in our principal markets. Except for the “Eostre” product branding and marketing, we are aware of one such competitor who sells identical products (with the competitor’s own marketing and branding applied to the underlying product) to the Eostre Energy Crystal Pendant, Eostre Vitality Pendant, Eostre Quantum Disc, Eostre Ohrus, Eostre Life Force Diffuser, Essential Young Serum, and Perfect Hydrating Spray. This provides additional direct sales competition with respect to those products and provides competition for talent for those independent sales agents who may want to sell these or similar wellness products through a direct marketing network.

Furthermore, we have competition in each jurisdiction in which we operate with the entire market of other companies and individuals who sell health and wellness products, especially those that are in the business of selling natural products (including crystals, topical sprays, serums and cremes, home goods, supplements, and similar items) based on traditional, eastern wellness principles.

Manufacturing

The Eostre products are manufactured by unaffiliated third-party companies, who ship finished products containing our Eostre branding. We receive fully manufactured products from the manufacturers, which we sell through wholesale distribution to independent sales agents who have their own respective direct marketing networks for selling the products.

Collaboration Agreements

From time to time, TOGL Technology enters into collaboration agreements with third parties to allow such parties to provide their services or sell their products on the Yippi App or in connection with Eostre products or the E-Booster App.

On May 1, 2020, we entered into a Supplier Agreement (the “Subtle Supplier Agreement”) with Subtle Energy Sciences, LLC, an Indiana limited liability company (“Subtle”), where Subtle agreed to provide us with an “Immunity” app developed by Subtle which included digital files, videos, audio files and images. Pursuant to the Subtle Supplier Agreement, we were granted the exclusive right to publish and market the app worldwide. We paid Subtle a one-time sum of $30,000 as consideration under the Subtle Supplier Agreement. In connection with the Subtle Supplier Agreement, we entered into a mutual agreement, dated May 15, 2020, with Dr. Anura Gnanasothi Kandasamy, a Malaysian individual (“Dr. Anura”), who agreed to act as Subtle’s agent under the Subtle Supplier Agreement and guarantee the delivery of Subtle’s obligations thereunder, including the delivery of a scientific report in connection with Subtle’s app, in exchange for a 10% commission from the total consideration payable under the Subtle Supplier Agreement. On June 1, 2020, we entered into a Collaboration Agreement (the “Subtle Collaboration Agreement”) with Subtle, for a period of two (2) years, which grants us the exclusive right in Asia and certain parts of the Middle East to market and sell Subtle’s products on our websites and mobile applications. We pay Subtle a monthly fee of the greater of 1% of gross sales of Subtle’s products or $16,000, per month. In connection with the Subtle Collaboration Agreement, we entered into a mutual agreement, dated June 1, 2020, with Dr. Anura, who agreed to act as Subtle’s agent under the Subtle Collaboration and guaranteed the delivery of a scientific report in connection with each of the 12 expected Subtle products to be delivered over the term of the Subtle Collaboration Agreement, in exchange for a 10% commission from the total consideration payable to Subtle under the Subtle Collaboration Agreement.

On June 1, 2020, TOGL Technology entered into a Collaboration Agreement (the “Redbox Collaboration Agreement”) with Redbox Holdings Berhad, a Malaysian company (“Redbox”). On November 16, 2020, TOGL Technology entered into an App Development and Services Agreement with Redbox (the “Redbox App Development Agreement”). Redbox provides karaoke entertainment to the public via rentable rooms at public spaces such as shopping malls, where the public can book a karaoke room to sing. Pursuant to the Redbox Collaboration Agreement, TOGL Technology allows end users to purchase Redbox’s products within the Yippi App, using Yipps as the form of payment. Redbox may also promote its product, including providing discounts or promotions within the Yippi App. Both parties also have agreed to collaborate to expand each party’s respective business. The Redbox Collaboration Agreement grants a non-exclusive, non-sublicensable, and non-transferable right to use our Yippi trademarks, and we have a reciprocal right to use Redbox’s trademarks. The trademarks are not to be used for any purpose other than the purpose of the Redbox Agreement without our, or Redbox’s, prior written consent, as applicable. Only Yipps can be used for paying for Redbox services or products, such as paying for karaoke rooms. Redbox pays TOGL Technology a portion of each transaction that utilized Yipps as the payment form. Each unit of Yipps is equivalent to RM 0.60, however, the value of each unit may be changed from time to time in the discretion of TOGL Technology. The initial term of the Redbox Collaboration Agreement expires on June 1, 2021 and automatically renews for an additional one-year term, unless either party provides notice to the other of its intention not to renew at least 30 days prior to the end of the initial term. Pursuant to the Redbox App Development Agreement, TOGL Technology provides development and servicing of a social karaoke app for Redbox, and, in exchange, Redbox will pay TOGL Technology RM 1,000,000.00 for such services, payable in installments upon completion of certain milestones as set forth in the Redbox App Development Agreement.

On June 1, 2020, TOGL Technology entered into a Collaboration Agreement (the “Gintell Collaboration Agreement”) with Gintell Rest N Go Sdn Bhd, a Malaysian company (“Gintell RNG”). On July 21, 2020, TOGL Technology entered into a Yippi E-Shop Collaboration Agreement (the “Gintell E-Shop Agreement”) with Gintell Irest Sdn. Bhd., a Malaysian company and affiliate of Gintell RNG (“Gintell Irest” and, collectively with Gintell RNG, the “Gintell Companies”). On March 2, 2020, TOGL Technology also entered into a Sponsorship Agreement with Gintell Irest for the provision of certain of Gintell Irest’s products at two of our live streamed events broadcast on the Yippi App (the “Gintell Sponsorship Agreement”). The Gintell Companies are a healthcare retail chain store in Malaysia, which provides massage, exercise, and wellness products, such as massage chairs that are installed in public spaces and available for booking and use by customers in exchange for a fee. Pursuant to the Gintell Collaboration Agreement, TOGL Technology allows end users to purchase Gintell RNG’s products within the Yippi App, using Yipps as the form of payment. Pursuant to the Gintell E-Shop Agreement, Yippi users may also purchase Gintell Irest’s products through the Yippi App’s online E-Shop. The Gintell Companies may also promote its products, including providing discounts or promotions within the Yippi App. Both TOGL Technology and the Gintell Companies also have agreed to collaborate to expand each party’s respective business. Both the Gintell Collaboration Agreement and the Gintell E-Shop Agreement grant the Gintell Companies a non-exclusive, non-sublicensable, and non-transferable right to use our Yippi trademarks, and we have a reciprocal right to use the Gintell Companies’ trademarks. The trademarks are not to be used for any purpose other than this purpose without our, or the Gintell Companies’, prior written consent, as applicable. Yipps are intended to be the sole payment form accepted for Gintell RNG’s customers purchasing services or products, such as by using Yipps at a massage chair to redeem massage time and services. Under the Gintell Collaboration Agreement, Gintell RNG pays TOGL Technology a portion of each transaction that utilized Yipps as payment. Each unit of Yipps is equivalent to RM 0.60, however, the value of each unit may be changed from time to time in the discretion of TOGL Technology. Under the Gintell E-Shop Agreement, TOGL Technology may retain 15% from the sale of each of Gintell Irest’s products. The initial term of the Gintell Collaboration Agreement expires on June 1, 2021 and automatically renews for an additional one-year term, unless either party provides notice to the other of its intention not to renew at least 30 days prior to the end of the initial term. The Gintell E-Shop Agreement expired on January 21, 2021 and may be renewed by mutual written agreement of the parties. The Gintell Sponsorship Agreement expired on December 31, 2020 and the Company is in the process of renewing the agreement.

On August 11, 2020, TOGL Technology entered into a Yippi E-Shop Collaboration Agreement (the “Ideahom E-Shop Agreement”) with Ideahom Global Enterprise, a Malaysian company (“Ideahom”). Ideahom sells household appliance products, kitchen products and electrical appliances. Pursuant to the Ideahom E-Shop Agreement, Yippi users may purchase the Ideahom’s products through the Yippi App’s online E-Shop. The Ideahom E-Shop Agreement grants a non-exclusive, non-sublicensable, and non-transferable right for us to use Ideahom’s trademarks for promotion and sales within the Yippi App with Ideahom’s prior written consent. As consideration for featuring Ideahom’s products in the Yippi App’s E-Shop, TOGL Technology may retain a certain percentage from the sale of each of Ideahom’s products. The Ideahom E-Shop Agreement will expire on February 10, 2021 and will not be renewed.

Other Agreements

On June 1, 2020, TOGL Technology entered into a Talent Agency Appointment Agreement with De Top Entertainment, a Malaysian Company (“DTE Agency”), for services of Yumi Wong, an artist who works for DTE Agency, to be a promoting ambassador of the Yippi App and our other products and services. The agreement expires on May 31, 2021.

On July 1, 2020, TOGL Technology entered into a Research Grant Agreement (“Research Agreement”) with Universiti Telekom Sdn. Bhd., a Malaysian company (“UTSB”), which is the registered owner of Multimedia University, a private university that offers tertiary level education in multimedia and technology, among other subjects. TOGL Technology agreed to sponsor and fund a research project to be conducted by PhD postgraduate students attending UTSB to study the effects of extremely low frequency electric fields on cancer cells and normal cells (the “Project”). The Research Agreement expires on June 1, 2023. TOGL Technology agreed to provide RM 221,180 in three yearly installments of RM 118,580, RM 51,300, and RM 51,300 payable pursuant to certain milestones set forth in the Research Agreement. In exchange, TOGL Technology will own 90% of any intellectual property developed in connection with the Project, with UTSB owning the remaining 10%. TOGL Technology will be solely entitled to commercialize the intellectual property developed under the Project, and any profits derived from the commercialization will be divided in proportion to the parties’ respective ownership percentages of the intellectual property.

On January 1, 2020, we entered into a Service Agreement (the “SNA Service Agreement”) with Social Networking Association (“SNA”), whereby SNA agreed to present ten-minute multi-media presentations about us to 1,000 individuals over a period of 90 days. We agreed to pay SNA an aggregate of $30,000 in three installments of $10,000 payable on January 1, February 1, and March 1, 2020. SNA is directed by Jim Lupkin, a member of our Board. Mr. Lupkin was in charge of performing services on behalf of SNA under the SNA Service Agreement. Beginning in June 2020, Mr. Bratt, another member of our Board, was appointed the Executive Vice President and Chief Operating Officer of SNA.

Advertising Agreements

During the fiscal year ended July 31, 2020, we entered into agreements with six different companies to provide advertising services for them on our Yippi app. Pursuant to these agreements, we generated an aggregate of approximately $100,000 per month. As of January 29, 2021, five of these agreements are still in effect.

Intellectual Property

“Toga” Name

Historically, we have not sought any intellectual property protection with respect to “Toga,” nor have we attempted to stop third-parties from using the word “Toga” in their names. We are currently pursuing a trademark for our Company name in connection with our slogan, “TOGA We Build The Next Generation,” in Malaysia and the Philippines.

Yippi App

We are the registered owner of certain trademarks in Malaysia, Indonesia, and China, including, but not limited to the trademark “Yippi”“Yippi,” and the Yippi App “Duck” logo.logo, and we are pursuing trademark registrations in additional jurisdictions. We have registered trademark for “TogaGo” in Malaysia and are pursuing trademark registrations in additional jurisdictions. We regard our marks as important to our business due to name recognition. We are not aware of any valid claims of infringement or challenges to our right to use any of our marks.

Employees

Eostre

The product branding “Eostre” is owned by us. We have a registered trademark for “Eostre” in Malaysia and are pursuing trademark registrations in additional jurisdictions. Until May 31, 2020, we licensed the brand “Eostre” to third-party companies with direct marketing networks in Malaysia and Japan (as described above), while we sold branded products directly to independent sales agents to sell within the agents’ own networks in Taiwan and Indonesia. Since June 1, 2020, the Company employs sixty (60) peopleonly sells branded products directly to independent sales agents to sell within the agents’ own networks located throughout Asia, including in Malaysia, China, Taiwan, Indonesia and thirty-nine (39) are full-time employees.the Philippines.

Available InformationOn June 1, 2020, we entered into an intercompany agreement granting a non-exclusive, non-sublicensable, and non-transferrable license to our trademarks to our partially-owned subsidiary, Eostre Bhd. (the “Eostre Bhd. Intercompany Agreement”). Pursuant to the Eostre Bhd. Intercompany Agreement, Eostre Bhd. may use our trademarks on products that will be manufactured, sold, and/or distributed by Eostre Bhd., on marketing materials, and for events organized by Eostre Bhd. The term of the Eostre Bhd. Intercompany Agreement is one year, with the agreement automatically renewing for additional one-year terms, unless either party provides notice to the other of its intention to terminate the license agreement within 60 days before the beginning of the next term. In consideration for the license, Eostre Bhd. will pay us a fee of $20,000 on a monthly basis.

Governmental Regulation

We make financial information, news releases and other information available, free of charge, on our corporate website at www.togalimited.com. The Securities and Exchange Commission (“SEC”) also maintains the Company’s reports, proxy statements and other information, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 on its website at www.sec.gov.

ITEM 1A. RISK FACTORS

Not applicable to a smaller reporting company.

13

Table of Contents

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to a smaller reporting company.

ITEM 2. PROPERTIES

The Company leases office space at Suite 35-04, Level 35, Menara Standard Chartered, No 30, Jalan Sultan Ismail, 50250, Kuala Lumpur, Malaysia and an office at 3960 Howard Hughes Parkway, Suite 500, Las Vegas, Nevada 89169. It also leased space for its Taiwan office, Unit 5, Floor 21, No. 266, Section 2, Xitun Road, Xitun District, Taichung City, Taiwan 407. The Indonesia office has also been leased and is located at Plaza Asia 2^nd Floor, Jalan Jenderal Sudirman, Ka. 59, Jakarta, Selatan 12190.

ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

14

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our amended Articles of Incorporation authorizes the issuance of up to 10,000,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”). As of July 31, 2018, there were 695,865,164 shares of common stock issued and outstanding, which were held by 550 holders of record. The number of holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of broker-dealers and registered clearing agencies.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). The Company has not yet issued any of its Preferred Stock.

Options and Warrants

None of the shares of our Common Stock are subject to outstanding options or warrants.

Dividend Policy

The Company has not declared or paid any cash dividends on its Common Stocka variety of laws and does not intend to declare or pay any cash dividendregulations in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

15

Table of Contents

Market for Our Shares of Common Stock

Our Common Stock is quoted on the OTCQB, under the trading symbol “TOGL”. The market for our Common Stock is highly volatile. We cannot assure you that there will be a market in the future for our Common Stock. OTCQB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTCQB stocks are traditionally smaller companies that do not meet the financialUnited States and other listing requirements of a regional or national stock exchange.

The following table shows the high and low prices ofcountries that involves matters central to our shares of Common Stock on the OTCQB Tier of the OTC Markets, for each quarter during our fiscal years ended July 31, 2018 and 2017. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

Period		High				Low
August 1, 2016 – October 31, 2016			0.55				0.3
November 1, 2016 – January 31, 2017			1.3				0.3
February 1, 2017 – April 30, 2017			2.1				0.5
May 1, 2017 – July 31, 2017			10				0.8
August 1, 2017 – October 31, 2017			4.5				0.06
November 1, 2017 – January 31, 2018			0.35				0.0696
February 1, 2018 – April 30, 2018			0.4				0.29
May 1, 2018 – July 31, 2018			0.67				0.45

Recent Sales of Unregistered Securities

Toga Capital Sdn. Bhd.

During the fiscal years ended July 31, 2017 and 2018, the Company issued a total of 125,854,577 shares of common stock to Toga Capital Sdn. Bhd., a Malaysian corporation (“Toga Capital”) pursuant to a Subscription Agreement entered into between the Company and Toga Capital on October 31, 2017 (the “Subscription Agreement”). The total of 125,854,577 shares sold to Toga Capital includes 78,674,115 shares that were disclosed in the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2018.

Under the Subscription Agreement, Toga Capital agreed to purchase up to 1.2 billion shares of the Company’s common stock at a subscription price of USD$0.01 per share for an aggregate purchase price of Twelve Million and 00/100 USD ($12,000,000) (the “Purchase Price”).

Through October 31, 2017, Toga Capital, through a related party, had provided the Company with $133,386 in cash. The Company and Toga Capital agreed that the Company would issue 13,338,600 shares pursuant to the Subscription Agreement in exchange for the $133,386 in cash.

During the fiscal years ended July 31, 2017 and 2018, the Company made the following issuances of its common stock to Toga Capital pursuant to the terms of the Subscription Agreement:

1.	15,335,515 shares were issued to Toga Capital as settlement of a note payable due to Toga Capital in the amount of $152,973 and accrued interest of $383.
2.	50,000,000 shares were issued to Toga Capital in exchange for cash payments totaling $500,000.
3.	10,000,000 shares were issued to Toga Capital in exchange for cash payment of $100,000 made to the Company.
4.	34,573,462 shares were issued to Toga Capital in exchange for the extinguishment of debt of $345,734. This debt was accumulated as Toga Capital paid general operational expenses for the company.

16

Table of Contents

No placement agent or broker dealer was used or participated in any offering or sale of the above shares.

The sales described above are and will be made pursuant to the exemption from registration set forth in Regulation S, promulgated by the Securities Exchange Commission under the Securities Act of 1933. No underwriters were utilized in connection with the sale of securities.

The issuance of these securities will be to a single “non-U.S. person” (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which the Company relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met,business, including but not limited to the following conditions:Foreign Corrupt Practices Act (“FCPA”), laws regarding consumer protection, intellectual property, export, and national security. Many of these laws and regulations are still evolving and could be interpreted or applied in ways that could limit our business or require us to make certain fundamental and potentially detrimental changes to the products and services we offer. For example, laws relating to the liability of providers of online services for activities of their users and other third-parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright, and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted or the content provided by users. Furthermore, the introduction of new products or services in our existing markets and the expansion of our business to other countries may subject us to additional laws and regulations, among others resulting from the need to obtain additional licenses and approvals to conduct our businesses as envisioned.

Our Eostre and TRT products are not currently offered in the United States. Should we choose to do so, we will have to comply with all rules and regulations of the U.S. Food and Drug Administration (“FDA”). The processes by which regulatory approvals are obtained from the FDA and foreign regulatory authorities to market and sell a new product are complex, require a number of years, depend upon the type, complexity, and novelty of the product candidate, and involve the expenditure of substantial resources for research, development, and testing. In addition, if we were to market our products in additional foreign jurisdictions, we may be required to obtain separate regulatory approvals in each country. The approval procedure varies among countries and can involve additional testing, and the time required to obtain approval may differ from that required to obtain FDA approval.

Each certificate representingOn January 4, 2018, the sharesFederal Trade Commission (the “FTC”) issued “Business Guidance Concerning Multi-Level Marketing” a non-binding guidance in question-and-answer format clarifying the FTC’s enforcement position regarding multi-level marketing. The guidance focuses on the characteristics of common stock containsmulti-level marketing and delineates the factors that the FTC staff is likely to consider in assessing whether or will containnot a legend that transfercompensation structure is unlawful. The FTC has broad enforcement authority under Section 5 of the sharesFederal Trade Commission Act (the “FTC Act”) to prohibit “unfair and deceptive” acts and practices. While the FTC’s guidance regarding multi-level marketing does not have the force of law and is prohibited exceptnot binding on the FTC or a court, the FTC will rely on such guidance in accordanceorder to determine whether a compensation structure is unfair or deceptive in violation of Section 5 of the FTC Act. As a result, the FTC could decide to investigate or bring an enforcement action regarding practices that we interpret to be in line with applicable law and/or FTC guidance. For example, the FTC has challenged the distributor compensation plans used by other multi-level-marketing companies over the last few years. The FTC obtained consent decrees with those companies requiring those companies to (i) discontinue using all, or certain components of, their compensation plans; and (ii) implement a compensation plan that received prior approval from the FTC.

In 2019, the FTC continued to challenge compensation plans and structures within the direct selling channel. In October 2019, following ongoing discussions with the provisions of Regulation S, pursuant to a registration under the Act, or pursuantFTC pertaining to an available exemptionenforcement action, one of our competitors changed its business model from registrationmulti-level-marketing to direct-to-consumer as part of a stipulated order for permanent injunction. While consent decrees and the holder may not engage in hedging transactions with regards to the Company’s common stock unless in compliance with the Act.

Agel Enterprises International Sdn. Bhd.

During the fiscal year ended July 31, 2018, the Company issued a total of 23,564,510 shares of common stock at $0.02 per shares, resulting in a total of $471,290 cash proceeds from Agel Enterprises International Sdn. Bhd., a Malaysian corporation (“Agel”) pursuant to a Subscription Agreement entered into between the Company and Agel on May 7, 2018 (the “Agel Subscription Agreement”).

Under the Agel Subscription Agreement, Agel agreed to purchase up to 1,076,752,423 shares of the Company’s common stock at a subscription price of USD$0.02 per share for an aggregate purchase price of USD$21,535,048 (the “Purchase Price”).

Ng Boon Chee

During the fiscal year ended July 31, 2018, the Company issued 2,698,377 shares of common stock to Ng Boon Chee, a Malaysian citizen, pursuant to a Subscription Agreementorders entered into by the Company and Ng Boon Chee dated July 27, 2018 (the “Ng Subscription Agreement”). Mr. Chee was elected as a member of the Board of Directorsour competitors are not binding on June 14, 2018.

Under the Ng Subscription Agreement, Mr. Ng agreed to purchase 2,698,377 shares of the Company’s common stock at a subscription price of USD$0.50 per share, forus, it does provide an aggregate purchase price of USD$1,349,188 (the “Purchase Price”) to be paid for in Bitcoins. Mr. Ng deposited 165 Bitcoinsinsight into the Company’s e-wallet, with an agreed value equalFTC’s priorities regarding its interpretation and enforcement of regulations pertaining to the Purchase Price of $1,349,189.multi-level-marketing business model.

The Company issued 2,698,377 sharesFTC also scrutinizes and has challenged false and misleading claims made by multi-level-marketing programs about the health benefits of the products being sold and about the earnings people who participate in a multi-level marketing program have made under its common stockbroad Section 5 authority. Since March 2020, the FTC has sent numerous warning letters to Ng Boon Chee pursuantmulti-level marketers about health claims and income earning claims that the FTC believes are false and deceptive. We do not believe our Eostre business is subject to the termslaws of the Ng Subscription Agreement.United States; however, it is possible that our interpretation of the laws is incorrect.

No placement agent or broker dealerConcentration of Customer Risk

In fiscal 2019, we had sales to one customer that comprised an aggregate of approximately 23% of our annual revenue. In fiscal 2018, we had sales to two customers that comprised an aggregate of approximately 88% of our annual revenue, with one customer at 45% of our sales and another customer at 43% of our sales.

In fiscal 2019, 96% of our net revenue was used or participated in any offering or salederived from sales outside of the above shares.U.S., with 51% of our foreign sales derived from customers in Malaysia and 45% in Indonesia. In fiscal 2018, 100% of our net revenue was derived from sales outside of the U.S., with 100% of our foreign sales derived from customers in Malaysia.

TheEmployees

As of January 31, 2021, we had 158 employees, all full-time equivalent, with 2 in the United States, 153 located in Malaysia, 4 located in Indonesia, and 1 located in Vietnam. We also maintain a team of independent sales described above areagents to sell Eostre branded products. Any employee additions or terminations over the next twelve months will be dependent upon our need during fiscal 2021. We have used and will be made pursuantcontinue utilizing part-time help, including interns, temporary employment agencies, and outside consultants, where appropriate, as required from time to the exemption from registration set forth in Regulation S, promulgatedtime. None of our employees are represented by the Securities Exchange Commission under the Securities Act of 1933. No underwriters were utilized in connection with the sale of securities.a labor union.

17

19

Table of Contents

The issuance of these securities will be to a single “non-U.S. person” (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which the Company relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including but not limited to the following conditions:

Each certificate representing the shares of common stock contains or will contain a legend that transfer of the shares is prohibited except in accordance with the provisions of Regulation S, pursuant to a registration under the Act, or pursuant to an available exemption from registration and the holder may not engage in hedging transactions with regards to the Company’s common stock unless in compliance with the Act.Item 1A. Risk Factors.

PurchaseThere are numerous factors that affect our business and operating results, many of Equity Securities

The Company did not purchase or redeem any of its equity securities during the fourth quarter of its fiscal year ended July 31, 2018.

Other Stockholder Matters

None

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

which are beyond our control. The following discussion should be read in conjunction withis a description of significant factors that might cause our financial statements, including the notes thereto, appearing elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actualfuture results couldto differ materially from those currently expected. The risks described below are not the only risks facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business operations. If any of the following risks actually occur, our business, financial condition, results of operations, cash flows and/or our ability to pay our debts and other liabilities could suffer. As a result, the trading price and liquidity of our securities could decline, perhaps significantly, and you could lose all or part of your investment. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in thethese forward-looking statements. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.See the section entitled “Cautionary Note Concerning Forward-Looking Statements.”

Description of the BusinessRISKS RELATED TO OUR BUSINESS AND OUR FINANCIAL CONDITION

The Company was incorporated in the State of Delaware on October 23, 2003, under the name Fashionfreakz International Inc. On December 2, 2005, the Company changed its name to Blink Couture, Inc. Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothingWe have never been profitable and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan.may never achieve or sustain profitability.

On June 30, 2016, Blink Couture, Inc., (the “Registrant”), a Delaware corporation entered into an Agreement and PlanWe operate within two primary lines of Merger (the “Merger Agreement”) pursuant tobusiness – our Yippi App business, which the Company merged with its wholly owned subsidiary, Toga Limited, a Delaware corporation with no material operations (“Merger Sub” and such merger transaction, the “Merger”). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named “Toga Limited.”

As permitted by the Delaware General Corporation Law Title 8, Section 251(f), the sole purpose of the Merger was to effect a change of the Company’s name from Blink Couture, Inc., to Toga Limited. Upon the filing of the Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of Delawarefocuses on July 22, 2016 to effect the Merger, the Company’s Articles of Incorporation were deemed amended to reflect the change in the Company’s corporate name.

The name change to Toga Limited became effective in the market on December 16, 2016, following approval by the Financial Industry Regulatory Authority, Inc. (FINRA), and in conjunction with the name change, the trading symbol for the Company’s common stock was changed. Its shares are now listed for quotation on OTC Markets under the symbol “TOGL.”

18

Table of Contents

On June 10, 2017, the Board of Directors unanimously adopted resolutions authorizing the increase of the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to ten billion (10,000,000,000) shares and increased the number of the Company’s total issued and outstanding shares of common stock by conducting a forward split at the rate of fifty (50) shares for every one (1) (50:1) share currently issued and outstanding (the “Forward Split”). The Forward Split became effective in the market on September 11, 2017 following approval by the FINRA.

The Company incorporated a wholly-owned subsidiary, TOGL Technology Sdn. Bhd. (“TOGL”) in Malaysia on September 26, 2017.

The Company incorporated a wholly-owned subsidiary, PT. Toga International Indonesia (“PT Toga”), in Indonesia on November 23, 2017.

In 2017, the Company commenced development of a social media app, for mobile devices called Yippi. The Company commencedand our Eostre business, which focuses on the sale of products based on traditional, eastern wellness principles under our “Eostre” brand through a direct marketing network. We have a limited operating history. Currently, our primary focus is the development with the hiring of a CTO and development team.

The Yippi App is a messaging app with a focus on entertainment and security. It’s fast, simple, secure and free. Yippi seamlessly syncs a user’s normal messages and secret messages into one application. Users can send an unlimited number of messages, photos, and voice messages. Yippi groups allow users to send broadcasts to up to 100 contacts at a time. Users download the Yippi App and the attraction of active users, both of which require continuous and increasing expenses, however, we are also in the business of selling wellness products through the Apple App Store, Google Play, or the Amazon App Store. Revenuea direct marketing platform, which depends largely on our ability to attract and retain a large active base of independent agents as well as customers. Currently, most of our revenue is generated by our Eostre business. Both business lines require significant salary and wages expenses, including commissions and incentives. We have never been profitable and we may never become profitable on a continuous basis in the foreseeable future. Further, we cannot be certain that our existing cash reserves will be sufficient to sustain our operations until we achieve profitability. As of July 31, 2019 and 2018, our cash and cash equivalents held in bank accounts totaled $15 million and $1.1 million, respectively.

In the event that we require additional capital, our ability to raise such additional capital may be dependent upon various factors, including our past financial performance. The audited consolidated financial statements for the years ended July 31, 2019 and 2018, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Without additional funds from sellingsales of equity instruments; traditional financing, such as loans; obtaining capital from management and significant stockholders; sales of our wellness products, and sales of advertising, emoji stickers, and special filters, effects and features for use with Yippi.the Yippi App, we may exhaust our resources and may be unable to commence other portions of our operating plan.

We have incurred losses since our inception, have yet to achieve profitable operations and anticipate that we will continue to incur losses for the foreseeable future.

Our accumulated deficit as of July 31, 2019 is $23.7 million. We plan to continue to increase our expenses associated with the development of our social media business and our direct marketing business. There is no assurance we will be able to derive revenues from the exploitation of either of our business lines to successfully achieve positive cash flow or that either of our business lines will be successful. In addition, we expect to make significant investments in growing our business. These investments, while increasing our expenses, may not result in an increase in revenues or growth in our business. We cannot provide assurances that we will achieve profitable operations in the future. If we achieve profitability, we may be unable to sustain or increase profits on a quarterly or annual basis.

We believe that long-term profitability and growth will depend on our ability to:

Inability to successfully execute on any of the above, among other factors, could have a material adverse effect on our business, financial results, or operations.

We identified a material weakness in our internal control over financial reporting. If we do not adequately address this material weakness or if other material weaknesses or significant deficiencies in our internal control over financial reporting are discovered, our financial statements could contain material misstatements and our business, operations and stock price may be adversely affected.

As disclosed under “Item 9A. Controls and Procedures” of this report, our management has identified a material weakness in our internal control over financial reporting at July 31, 2019. Under standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. Although no material misstatement of our historical financial statements was identified, the existence of this or one or more material weaknesses or significant deficiencies could result in material misstatements in our financial statements and we could be required to restate our financial statements. Further, significant costs and resources may be needed to remediate the identified material weakness or any other material weaknesses or internal control deficiencies. If we are unable to remediate, evaluate, and test our internal controls on a timely basis in the future, management will be unable to conclude that our internal controls are effective and our independent registered public accounting firm will be unable to express an unqualified opinion on the effectiveness of our internal controls. If we cannot produce reliable financial reports, investors may lose confidence in our financial reporting, the price of our common stock could be adversely impacted and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which could negatively impact our business, financial condition and results of operations.

If we are not able to maintain our “Yippi” brand, our “Eostre” brand, or further develop widespread awareness of either brand cost-effectively, our ability to expand our user base or customer base, as applicable, may be impaired, and our business may suffer.

We believe that developing and maintaining awareness of our brands in a cost-effective manner is critical to achieving widespread acceptance of our Yippi App and Eostre products, and attracting new users or customers, as applicable. Many of our new users or customers are referred by existing users or customers and, therefore, we strive to ensure that our users or customers are satisfied with our products and services and otherwise remain favorably inclined toward our Yippi App and Eostre products. Maintaining and enhancing our brands will depend largely on our ability to continue to provide simple, user-friendly, reliable, trustworthy, and innovative products and services, which we may not do successfully. Brand promotion activities may not generate consumer awareness or result in revenue and, even if they do, any revenue may not offset the expenses we incurred in building our brands.

In addition, our brands can be harmed if our users, in the case of the Yippi App, or our customers, in the case of the Eostre products have a negative experience. Our Yippi App may contain undetected errors, “bugs,” flaws, corrupted data, outages, security breaches, negative media, or violations of laws. Our Eostre products may not perform as expected, or harm our customers. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. We may also fail to adequately support the needs of our users or customer, which could erode confidence in our brands. If we fail to successfully promote and maintain the Yippi brand or Eostre brand, or if we incurred excessive expenses in this effort, our business, financial condition, and results of operations may be adversely affected and we may fail to achieve the widespread brand awareness that is critical for broad user adoption of our Yippi App or expanding sales of our Eostre products.

If we are unable to maintain a good relationship with Apple, Google, Amazon Web Services (“AWS”), Alibaba Cloud (Malaysia) Sdn. Bhd. (“Alibaba”), and any other third-party suppliers, it will negatively affect our operations and our business will suffer.

Apple’s “App Store” and Google’s “Google Play” are our primary distribution, marketing, and promotion platforms for our Yippi App, while we rely heavily on AWS and Alibaba for data storage purposes and also other third-party suppliers for our camera features. For instance, Hangzhou Xiangxin Technology Co. Ltd. one of our suppliers that provides us “Face Unity” special facial effect software, which includes avatars, animations, and beauty camera functions. We rely heavily on their support for these particular camera features. Hence, any deterioration in our relationship with Apple, Google, AWS, Alibaba, or other third-party suppliers would harm our business and adversely affect the value of our stock.

We are subject to Apple’s, Google’s, and AWS’ standard terms and conditions for application developers, which govern the promotion, distribution, and operation of mobile applications on their respective platforms. We are also subject to certain standard terms and conditions with AWS and Alibaba related to data storage purposes.

Our business would be harmed if:

If Apple, Google, AWS or Alibaba lose their market position or otherwise fall out of favor with internet users, we would need to identify alternative channels for marketing, promoting, and distributing the Yippi App, which would consume substantial resources and may not be effective. In addition, Apple, Google, AWS, and Alibaba have broad discretion to change their terms of service and other policies with respect to us, and those changes may be unfavorable to us. Therefore, we believe that maintaining successful partnerships with Apple, Google, AWS, Alibaba, and other third-party suppliers is critical to our success.

We have limited experience in operating a direct sales network.

Prior to June 2020, we licensed the “Eostre” brand to Agel and Toga Japan, which had direct marketing networks in Malaysia and Japan, and sold “Eostre” branded products directly to independent sales agents to sell within the agents’ own networks in Taiwan and Indonesia. Beginning in June 2020, we brought this business in-house and now, through our partially-owned subsidiary, Eostre Bhd., operate direct marketing sales programs in Malaysia and Japan. We have limited experience in operating direct marketing sales programs. Our future growth and profitability will depend on the successful operation of this program and our ability to recruit and maintain sales agents that sell our Eostre products in these markets.

We may not obtain or maintain the necessary licenses and authorizations to operate our direct marketing business.

We are in the process of acquiring Eostre Bhd. for the sole purpose of obtaining the License to operate a business in the “direct sales” space in Malaysia. Subject to the “Direct Sales and Anti-Pyramid Scheme Act 1933,” this License is a pre-requisite to operating a company in the direct sales space in Malaysia. The expiration date of the License is November 21, 2021. We anticipate that we will renew the License at such time; however, we may not be able to obtain a renewal of the License at that time, or may only be able to do so at great cost.

In addition, in the future, we may be required to obtain and maintain licenses, authorizations, or permits in other jurisdictions in which we are currently conducting or desire to conduct our direct marketing business. We may not be able to obtain or maintain the necessary licenses, authorizations, or permits for our direct marketing business, or may only be able to do so at great cost. In addition, we may not be able to comply fully with the wide variety of laws and regulations applicable to the direct marketing industry, or fail to realize all of the applicable laws and regulations. Failure to comply with or to obtain the necessary licenses, permits, or authorizations, could result in restrictions on our ability to operate our direct marketing business, which could have a material adverse effect on our business.

Interruptions with the delivery of our third-party cloud-based systems, such as AWS’ or Alibaba’s, that we use in our operations, may adversely affect our business, operating results, and financial condition.

Our reputation and ability to attract, retain, and serve users depends on the reliable performance of the Yippi App. The Yippi App runs on a complex distributed system, or what is commonly known as cloud computing. We rely on the cloud services operated by Alibaba, an entity that we do not control and which would require significant time to replace. Alibaba may experience service disruptions, outages, and other performance problems, which could adversely affect our business. Further, Alibaba’s systems and operations, which are currently located in Hong Kong, and AWS’ systems and operations, which are currently located in South Korea, are vulnerable to damage or interruption from fires, floods, power losses, telecommunications failures, cyber-attacks, terrorist attacks, acts of war, human errors, break-ins and similar events beyond our control, which could negatively affect the Yippi App and our ability to provide services to our users.

Further, as the number of our users increases, and as our users generate and transmit increasing volumes of content, including photos, videos, and music, we have to rely on Alibaba to provide us with their cloud infrastructure to continue to reliably store and service such content. It is possible that Alibaba will be unable to accommodate these increased demands, which would harm our business and reputation. Further, any disruption or failure in the services we receive from Alibaba could harm our ability to handle existing or increased traffic and could seriously harm our business. We expect this dependence on third parties to continue for the foreseeable future.

If Alibaba or other service providers are unable to sufficiently meet our needs, our business, financial condition, and results of operations may be harmed.

If we fail to retain current users or add new users, or if our users decrease their level of engagement with our Yippi App, our business would be seriously harmed.

The success of our Yippi App heavily depends on the size of our user base and the level of engagement of our users. Thus, our business performance will also become increasingly dependent on our ability to increase levels of user engagement in existing and new markets. As of December 31, 2020, we had 214,462 monthly active users (MAU) and 120,412 daily active users (DAU). Taking into consideration that the majority of our users range between 18 and 34 years old, this particular demographic is faster pace and less likely to be brand loyal. In addition, we are continuously subject to a highly competitive market in order to attract and retain our users’ attention. A number of factors could negatively affect user retention, growth, and engagement, including if:

Any decrease in user retention, growth, or engagement could render our products less attractive to users, advertisers, or partners, thereby reducing our revenues from them, which may have a material and adverse impact on our business, financial condition, and results of operations. In addition, there can be no assurance that we will succeed in developing products and services that eventually become widely accepted, that we will be able to timely release products and services that are commercially viable, or that we will establish ourselves as a successful player in a new business area. Our inability to do so would have an adverse impact on our business, financial condition, and results of operations.

We have a limited operating history in the competitive and rapidly emerging market for our social media products and services, which make it difficult for us to assess our prospects and future financial results, which could increase the risk that we will not be successful.

We launched our Yippi messaging application in July 2017, and our other Yippi related products and services more recently. Our short operating history in the market makes it difficult to effectively assess our prospects and forecast our future financial results. Our growth depends on our Yippi App achieving significant popularity. Our Yippi App, and any mobile application we may develop in the future, requires significant engineering, marketing, and other resources to develop, launch, and sustain via regular upgrades. Our ability to successfully launch new mobile applications, sustain and expand the Yippi App, and expand and retain a user-base, largely will depend on our ability to:

Mobile malware, viruses, hacking attacks, and improper or illegal use of the Yippi App could harm our business and results of operations.

Mobile malware, viruses, and hacking attacks have become more prevalent in our industry, and may occur on our systems in the future. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could harm our business, financial condition, and operating results. Any failure to detect such attack and maintain performance, reliability, security, and availability of products and technical infrastructure to the satisfaction of our users may also seriously harm our reputation and our ability to retain existing users and attract new users.

Our information technology systems are susceptible to a growing and evolving threat of cybersecurity risk. Any substantial compromise of our data security, whether externally or internally, or misuse of agent, customer, or employee data, could cause considerable damage to our reputation, cause the public disclosure of confidential information, and result in lost sales, significant costs, and litigation, which would negatively affect our financial position and results of operations. Although we maintain policies and processes surrounding the protection of sensitive data, which we believe to be adequate, there can be no assurances that we will not be subject to such claims in the future.

If our security is compromised or if our products and services are subject to attacks that frustrates or thwarts our user’s ability to access the Yippi App, our products and services may be perceived as insecure and users may curtail or stop using our products and services.

Our products and services involve the storage and transmission of large amounts of users’ confidential information, such as a user’s name, address, phone number, date of birth, passport information, credit card information, and bank account information. Security breaches expose us to a risk of unauthorized access to this information and could lead to improper use or disclosure of such information, ensuing potential liability and litigation, any of which could damage our reputation and our brand and diminish our competitive position. We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information we collect, use, store, and disclose, but there is no guarantee that inadvertent (e.g., software bugs or other technical malfunctions, employee error or malfeasance, or other factors) or unauthorized data access or use will not occur despite our efforts. Although we have not experienced any material security breaches to date, we may in the future experience attempts to breach the security of our systems. Techniques used to obtain unauthorized access to personal information, confidential information on the systems, and/or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.

Maintaining the trust of our users is important to sustain our growth, retention, and user’s engagement. If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose users and/or suffer other negative consequences to our business. Any failure to maintain the security of our infrastructure could result in loss of personal information and/or other confidential information, damage to our reputation and user relationships, early termination of our contracts and other business losses, indemnification of our users, financial penalties, litigation, regulatory investigations, and other significant liabilities. In the event of a major third-party security incident, we may incur losses in excess of their insurance coverage.Further, we do not have insurance currently, and certain incidents that we can experience may not be covered by any insurance that we may carry in the future.

There are low barriers to entry in the mobile application industry, and competition is intense.

The mobile application industry is highly competitive as we face significant domestic and international competitors that are more established, have greater financial resources and a larger user base. In addition to these major players, there are also smaller companies that may enter the sector and compete with the Yippi App.

Furthermore, we have limited experience in developing applications for mobile and other platforms and our ability to succeed on those platforms is uncertain. As we continue to devote resources to our Yippi App, we will face intense competition from both established companies and new-comers. Some of these current, emerging, and potential competitors have significant resources for developing applications, and have a more diversified set of revenue sources than we do and may be less severely affected by changes in consumer preferences, regulations, or other developments that may impact the market for mobile apps. As we introduce new products and our existing products evolve, or as other companies introduce new products and services, we may become subject to additional competition. Increased competition could result in loss of existing users or reduce our ability to acquire new users, both of which could harm our business. If we are unable to compete against our competitors in such intense circumstances, our user engagement may decrease, which could make us less attractive to users, advertisers, and will seriously harm our business.

The global wellness industry is highly competitive and such competition could harm our business.

The global wellness industry is fragmented and highly competitive. We compete for independent sales agents with other direct marketing companies both within and outside the wellness industry. Many of our competitors have greater name recognition and financial resources, which may give them a competitive advantage. Our competitors may also be able to devote greater resources to marketing, promotional, and pricing campaigns that may influence our continuing and potential independent agents and our preferred customers to buy products from our competitors rather than from us. Such competition could adversely affect our business and current market share.

If we are unable to attract and retain independent agents for our direct marketing business, our business may suffer.

Our future success depends upon our ability to attract and retain a large active base of independent agents and customers for our direct marketing business. We rely on our non-employee independent agents to market and sell our products to customers to generate growth and to attract new independent agents who are interested in building a business. Our ability to increase sales depends on our ability to increase the number of customers in each of our markets around the world. Our success will also depend on our ability to retain and motivate our existing independent agents and attract new independent agents. We cannot give any assurances that the number of our independent agents will continue at their current levels or increase in the future. Several factors affect our ability to attract and retain independent agents and preferred customers, including:

The loss of key high-level leaders of our independent agents could negatively impact our agent growth and our revenue.

As of July 31, 2020, we had approximately 112,429 active independent agents. As of July 31, 2019 we had approximately 8,838 active independent agents working with PT Toga.  These high-level independent agents are important in maintaining and growing our revenue. As a result, the loss of a high-level independent agent or a group of leading agents in the independent agent’s networks of downlines, whether by their own choice or through disciplinary actions by us for violations of our policies and procedures, could negatively impact our growth and our revenue with respect to our independent agents.

The loss of key management personnel could adversely affect our business.

We depend on the continued services of our executive officers and senior management team as they work closely with both our employees and independent agents. Such executive officers and senior management team are also responsible for our day-to-day operations. Our success depends in part on our ability to retain our executive officers, to compensate our executive officers at attractive levels, and to continue to attract additional qualified individuals to our management team. We do not believe that any of our senior executive officers are planning to leave or retire in the near term; however, we cannot assure that our senior executive officers or members of our senior management team will remain with us. The loss or limitation of the services of any of our executive officers or members of our senior management team, including our regional and country managers, or the inability to attract additional qualified management personnel, could have a material adverse effect on our business, financial condition, results of operations, or independent agent relations.

To date, we have not obtained directors’ and officers’ liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify its officers and directors should they be subject to legal action based on their service to us could have a material adverse effect on our financial condition, results of operations, and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

If we are unable to protect our intellectual property rights, our business could suffer.

Our primary intellectual property rights are our trademarks, primarily “Yippi” and “Eostre.” In addition, we have entered into collaboration agreements and confidentiality agreements with certain of our software programmers, employees, suppliers, manufacturers, directors, officers, consultants, and other third-parties to help protect our proprietary rights. However, these only afford limited protection, and unauthorized parties may attempt to copy aspects of our mobile application features and functionality, or to use information that we consider proprietary or confidential. Further, with respect to mobile applications, the features and functionality can be easily republicated; thus, it may be difficult to protect. With respect to our Eostre products, we use white-labeled products that are then branded with our trademarked name “Esotre.” Other companies can, and currently do, use the same white-labeled products and market these products under their own name.

We consult with outside legal counsel to help ensure that we protect our proprietary rights, to the extent possible and feasible. However, our business, profitability, and growth prospects could be adversely affected if we fail to receive adequate protection of our proprietary rights.

We could be required to cease certain activities and/or incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

Some of our competitors may own technology patents, copyrights, trademarks, trade secrets, and website content, which they may use to assert claims against us. As we face increasing competition and as litigation becomes a more common way to resolve disputes, we face a higher risk of being the subject of intellectual property infringement claims. We cannot assure you that we will not become subject to claims that we have misappropriated or misused other parties’ intellectual property rights. Any claim or litigation alleging that we have infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, and whether or not settled out of court or determined in our favor, could be time-consuming and costly to address and resolve, and could divert the time and attention of our management and technical personnel.

The results of any intellectual property litigation to which we might become a party may require us to do one or more of the following:

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us, such payments or costs could have a material adverse effect upon our business and financial results.

Our businesses are subject to a variety of laws and regulations in the United States and other foreign laws, many of which are subject to change and uncertain interpretation and could result in claims, changes to our business practices, or otherwise harm our business.

We are subject to a variety of laws and regulations in the United States and other countries that involves matters central to our business, including but not limited to the FCPA, laws regarding consumer protection, intellectual property, export, and national security. Many of these laws and regulations are still evolving and could be interpreted or applied in ways that could limit our business or require us to make certain fundamental and potentially detrimental changes to the products and services we offer. For example, laws relating to the liability of providers of online services for activities of their users and other third-parties are currently being tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright, and trademark infringement, and other theories based on the nature and content of the materials searched, the ads posted, or the content provided by users. Furthermore, the introduction of new products or services in our existing markets and the expansion of our business to other countries may subject us to additional laws and regulations, among others resulting from the need to obtain additional licenses and approvals to conduct our businesses as envisioned.

Our Eostre products are not currently offered in the United States. Should we choose to do so, we will have to comply with all rules and regulations of the FDA. The processes by which regulatory approvals are obtained from the FDA and foreign regulatory authorities to market and sell a new product are complex, require a number of years, depend upon the type, complexity, and novelty of the product candidate, and involve the expenditure of substantial resources for research, development, and testing. In addition, if we were to market our products in additional foreign jurisdictions, we may be required to obtain separate regulatory approvals in each country. The approval procedure varies among countries and can involve additional testing, and the time required to obtain approval may differ from that required to obtain FDA approval.

If we are not able to comply with these laws or regulations or if we become liable under these laws or regulations, we could be directly harmed, and we may be forced to implement new measures to reduce our exposure to this liability. This may require us to expend substantial resources or to modify our Yippi App or our Eostre products, which would harm our business, financial condition, and results of operations. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm our reputation or otherwise impact the growth of our business. Any costs incurred as a result of this potential liability could harm our business and operating results.

We may experience fluctuations in our quarterly operating results due to a number of factors, which make our future results difficult to predict.

Our revenue and other operating results could vary significantly from quarter-to-quarter due to a variety of factors, many of which are outside our control. In addition, we have a limited operating history with the current scale of our business, which makes it difficult to predict our future revenue or results of operations. Our financial condition and results of operations can be influenced by numerous factors, which may include the following:

We base our current and future expense levels on our internal operating plans and forecasts, and some of our operating costs are to a large extent fixed in the near term. As a result, we may not be able to reduce our costs quickly enough to compensate for an unexpected shortfall in revenue and, even a small shortfall in revenue, could adversely affect financial results for that quarter.

Because substantially all of our executive officers, directors, and assets are located outside the United States, primarily in Malaysia, investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against us and our officers and directors.

While we are organized under the laws of State of Nevada, almost all of our executive officers and our directors are non-U.S. residents and our operations and assets are located outside the United States (primarily in Malaysia). Consequently, it may be difficult for investors to effect service of process on our officers and our directors in the United States and to enforce in the United States judgments obtained in United States courts against any of them based on the civil liability provisions of the United States securities laws, enforce United States judgments in a Malaysian court based on the civil liability provisions of the United States securities laws, or bring an original action against them in a Malaysian court to enforce liabilities based upon the United States federal securities laws. Since all our assets will be located outside the United States, it may be difficult or impossible for investors located in the United States to collect a judgment against us.

Our user metrics with respect to the Yippi App may be subject to inherent uncertainties in measurement, and real or perceived inaccuracies in such metrics may severely harm our reputation and negatively affect our business.

We use our internal company data to calculate our Yippi App monthly active users and daily active users for the evaluation of growth trends, performance, and to make strategic decisions, but these metrics have not been verified by an independent third party. While these numbers are based on what we reasonably believe to be the estimates of our active users for the applicable period of measurement, there are inherent challenges in measuring how our products and services are used across large online and mobile populations globally. For example, there might be several accounts created by the same individual utilizing different usernames, which may cause inaccuracy in the data collected. Some of our demographic data may be incomplete or inaccurate due to the incorrect or inadequate information given by the users when registering for Yippi account. These errors or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies.

We regularly review and seek to address these technical issues by adjusting our processes for calculating our internal metrics to improve their accuracy. Our measures of user growth and user engagement may differ from estimates published by third parties or from similarly-titled metrics of our competitors due to differences in methodology. If advertisers, platform partners, or prospective investors do not perceive our user, geographic, or other demographic metrics to be accurate representations of our user base or user engagement, or if we discover material inaccuracies in our user metrics, our reputation may be harmed and platform partners and advertisers may be less willing to allocate their budgets or resources to our products and services, which may negatively affect our business.

We generate some revenue from advertising. The failure to attract new advertisers, the loss of advertisers, or a reduction in spending by our advertisers could harm our business.

We derive some revenues from advertising on our Yippi App. Although we have and continue to try to establish longer-term advertising commitments with advertisers, most of our advertisers do not have long-term advertising commitments with us. In addition, advertisers may view some of our products as experimental and unproven; thus, our efforts to establish long-term commitments may not succeed.

We rely heavily on our ability to collect and disclose data and metrics in order to attract new advertisers and retain existing advertisers. Any restriction, whether by law, regulation, policy, or other reason, on our ability to collect and disclose data that our advertisers find useful would impede our ability to attract and retain advertisers. Our advertising revenue could be seriously harmed by many other factors, including:

The occurrence of any of these or other factors could result in a reduction in demand for advertisements, which may reduce the prices we receive for our advertisements or cause advertisers to stop advertising with us altogether, either of which would negatively affect our business, financial condition and results of operations.

The requirements of being a public company may strain our resources, result in more litigation, and divert management’s attention.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and other applicable securities rules and regulations. Complying with these rules and regulations have caused us and will continue to cause us to incur additional legal and financial compliance costs, make some activities more difficult, be time-consuming or costly, and continue to increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results. Further, by complying with public disclosure requirements, our business and financial condition are more visible, which we believe may result in increased threatened or actual litigation, including by competitors and other third parties. Compliance with these additional requirements may also divert management’s attention from operating our business. Any of these may adversely affect our operating results.

Foreign government initiatives to restrict access to the Yippi App could seriously harm our business.

Foreign data protection, privacy, consumer protection, content regulation, and other laws and regulations are often more restrictive than those in the United States. Foreign governments may censor Yippi in their countries, restrict access to Yippi from their countries entirely, impose laws on us that require data localization, or impose other restrictions that may affect their citizens’ ability to access Yippi for an extended period of time or even indefinitely. If foreign governments think we are violating their laws, or for other reasons, they may seek to restrict access to Yippi, which would give our competitors an opportunity to penetrate geographic markets that we cannot access. As a result, our user growth, retention, and engagement may be seriously harmed, and we may not be able to maintain or grow our revenue as anticipated and our business could be seriously harmed. For example, access to Google, which currently powers most of our infrastructure, is restricted in China, and we do not know if we will be able to enter the market in a manner acceptable to the Chinese government.

If government regulations regarding our direct marketing business change or are interpreted or enforced in a manner adverse to our business, we may be subject to new enforcement actions and material limitations regarding our overall business model.

Direct marketing business models are always subject to extensive governmental regulations, including foreign, federal, and state regulations. The FTC has issued certain guidance focusing on regulation of multi-level marketing related businesses. Although we currently do not operate a multi-level marketing program in the United States, we may be subject to similar regulation in the countries in which we do business. Any change in legislation and regulations could affect our business. Furthermore, significant penalties could be imposed on us for failure to comply with various statutes or regulations. Violations may result from:

While we prioritize ensuring that our business and compensation model are compliant, and that any product or income related claims are truthful and non-deceptive, we cannot be certain that the FTC or similar regulatory body in another country will not modify or otherwise amend its guidance, laws, or regulations or interpret in a way that would render our current practices inconsistent with the same.

Our success partially depends on our ability to hire and retain mobile application developers. If we are unable to do so, or if the developing process stops or is delayed for any reason, we may not deliver our products within the Yippi App to our customers on time, which may seriously harm our business.

We have limited experience developing our products within the Yippi App. Our ability to hire and retain experienced developers to build such products is crucial. Experienced developers could, at times, be in short supply, we may be unable to hire sufficient number of developers, or the market compensation payable to such experienced developers could be significant. Delays and other developer problems could impair the release of our in-app products and, ultimately, our brand. This may lead to unsatisfied customers and users and increase costs to us, which could seriously harm our business.

We may face lawsuits or incur liabilities in the future in connection with our businesses.

In the future, we mayface lawsuits or incur liabilities in connection with our businesses. For example, we could face claims relating to information that is published or made available on the Yippi App. In particular, the nature of our business exposes us to claims related to defamation, intellectual property rights, rights of publicity and privacy, and personal injury torts. We might not be able to monitor or edit the vast majority of the content that appears on the Yippi App. This risk is enhanced in certain jurisdictions outside the United States where our protection from liability for third-party actions may be unclear and where we may be less protected under local laws than we are in the United States.

We could also be subject to lawsuits or liabilities based on actions of our independent sales agents. Our independent sales agents could engage in misconduct, violate our policies and procedures, or engage in other conduct that leads to litigation, complains, enforcement actions, and inquiries by various foreign regulatory authorities.

Finally, even though it is unlikely given the countries we do business in, we could face financial liability from product liability claims if the use of our Eostre products results in significant loss or injury. We can make no assurances that we will not be exposed to any substantial future product liability claims. Such claims may include claims that our products contain contaminants, that we provide our independent agents and consumers with inadequate instructions regarding product use, or that we provide inadequate warnings concerning side effects of our products. Product liability insurance is uncommon in the jurisdictions that we do business in; therefore, a substantial future product liability claim could adversely affect our overall future financial condition.

Any such claims would result in us incurring significant costs investigating and defending such claims and, if we are found liable, significant damages. We could also face fines or orders restricting or blocking our services in particular geographies as a result of content hosted on our services. If any of these events occur, our business could be seriously harmed.

Our international operations are subject to political economic and social uncertainties, which may cause our business to suffer.

We currently sell our Eostre products in Malaysia to independent agents located throughout Asia and Southeast Asia. Our Yippi App is currently available around the world (however, the TRT feature within the Yippi App is not available to users in the United States). Our international operations could experience changes in legal and regulatory requirements, as well as difficulties in adapting to new foreign cultures and business customs. If we do not adequately address such issues, our international markets may not meet growth expectations. Our international operations and future expansion plans are subject to political, economic, and social uncertainties, including:

The risks outlined above could adversely affect our ability to sell advertising, products, obtain international customers, or to operate our international business profitably, which would have a negative impact on our overall business and results of operations. Furthermore, any negative changes in our distribution channels may force us to invest significant time and money related to our distribution and sales to maintain our position in certain international markets.

Currency exchange rate fluctuations could reduce our overall profits.

For the years ended July 31, 2019 and July 31, 2018, we recognized 96% and 100%, respectively, of net sales in markets outside of the United States. In preparing our consolidated financial statements, we are required to translate certain financial information from foreign currencies to the United States dollar using either the spot rate or the weighted-average exchange rate. If the United States dollar changes relative to applicable local currencies, there is a risk our reported sales, operating expenses, and net income could significantly fluctuate. For example, in fiscal 2019, we had a foreign exchange gain of $123,234 and in fiscal 2018, we had a foreign exchange loss of $53,996. There can be no assurance that foreign currency fluctuations will not have a material adverse effect on our business, assets, financial condition, liquidity, results of operations, or cash flows. We are not able to predict the degree of exchange rate fluctuations, nor can we estimate the effect any future fluctuations may have upon our future operations. To date, we have not entered into any hedging contracts or participated in any hedging or derivative activities.

Our financial condition, results of operations, cash flows, and performance may be adversely impacted or disrupted by public health epidemics, including the COVID-19 global health pandemic.

An outbreak of respiratory illness caused by COVID-19 emerged in late 2019 and has spread globally, including Malaysia, our Company’s principal place of operations. In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world.

On FebruaryMarch 19, 2020, a Movement Control Order (the “MCO”) was issued by the Malaysian Prime Minister, which reduced movement within Malaysia, closed all offices within the country that were non-essential, cancelled all non-essential travel and limited travel from outsiders deemed as non-essential. Eventually, the MCO was lifted as of June 9, 2020, and certain safe-distance and other controlling protocols (the Recovery Movement Control Order or “RMCO”) were put into place, which are now in effect until December 31, 2020. As of January 26, 2018,the RMCO has been extended to March 31, 2021.

Our offices in Malaysia closed as a result of the MCO, and our office-based employees located both in Malaysia and in the United States have been working remotely since the middle of March. Travel remains restricted to limit the risk of our employees coming in contact with COVID-19. In addition, as a result of COVID-19, we have terminated all agreements with Agel, formerly one of our largest customers. (See “Related Party Transactions” for additional information.) COVID-19 also resulted in a significant decrease in revenue being generated by TogaGo during fiscal 2020, the suspension of operations of our Taiwan branch office, and our customer service suffering.

If the pandemic continues and conditions worsen, it could further negatively impact our business, results of operations, financial condition and liquidity in numerous ways, including, but not limited, to:

These and other impacts of the COVID-19 pandemic, or other pandemics or epidemics, could have the effect of heightening many of the other risks described in this Amended Annual Report under the “Risk Factors” section. We might not be able to predict or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. The severity, magnitude and duration of the COVID-19 pandemic is uncertain, rapidly changing, and hard to predict. We do not yet know the full extent of potential delays or impacts on our business, our results of operations, or financial condition or the global economy as a whole. However, these effects could have an adverse impact on our liquidity, capital resources, operations and business and those of the third parties on which we rely, and such impact could be material.

The restatement of certain of our historical consolidated financial statements may have an adverse effect on us.

We have restated certain items on our consolidated financial statements for prior periods and are continuing to do so. On November 19, 2020, the Audit Committee of the Board of Directors of Toga Limited (the “Company”) concluded, after discussion with the Company’s officermanagement, that the Company’s consolidated financial statements for the (i) year ended July 31, 2019, (ii) interim period ended April 30, 2019, (iii) interim period ended October 31, 2019, (iv) interim period ended January 31, 2020, and director resigned as an officer(v) interim period April 30, 2020 (collectively, the “Non-Reliance Periods”) should no longer be relied upon due to errors in the consolidated financial statements and directorshould be restated. Similarly, press releases, earnings releases, and investor presentations or other communications describing the Company’s consolidated financial statements and other related financial information covering the Non-Reliance Periods should no longer be relied upon. In addition, the audit report of Toga Capital.Pinnacle Accountancy Group of Utah (“Pinnacle”) included in the Company’s Annual Report on the Original Form 10-K, for the year ended July 31, 2019, should no longer be relied upon.

On July 10, 2018,In connection with the Company changed its state of incorporation from the State of Delaware to the State of Nevada.

Change in Control Transaction

On June 13, 2016, Michael Toh Kok Soon purchased a total of 277,383 shares of the issued and outstanding common stock from A. Terry Ray pursuant to the terms of an Agreement for the Purchase of Common Stock dated May 31, 2016 for $230,000. The shares represent approximately 70.55%preparation of the Company’s outstanding shares, resulting in a change in control of the Company.

On June 13, 2016, A. Terry Ray resigned from her positions as President, Chief Executive Officer, Chief Financial Officer, Secretary and sole director. Immediately prior to her resignation as a director,Annual Report on June 13, 2016, A. Terry Ray appointed Michael Toh Kok Soon as a director, President, Chief Executive Officer, Chief Financial Officer and Secretary.

On August 29, 2017, the Company appointed Liew Choon Fook as Secretary of the Company.

19

Table of Contents

On June 14, 2018, the Company increased the number of members of the Board from one to five members creating four vacancies on the Board. The four vacancies were filled by the election of Liew Choon Fook, Tan See Kuy, Lim Jun Hao and Ng Boon Chee.

Results of Operations

The Company’s operations are focused on the development of Yippi and attracting active users to Yippi. The Company commenced generating advertising revenue from Yippi duringForm 10-K for the fiscal year ended July 31, 2018.2020 (the “2020 Form 10-K”), the Company’s management became aware that the Company’s consolidated financial statements for the Non-Reliance Periods contained errors related to revenue recognition for one or more of the Company’s subsidiaries engaged in the Company’s direct sales business. In such instances, the Company improperly recognized the cash proceeds from sales of membership packages to its independent agents as revenues, rather than as deferred revenue. In accordance with Accounting Standards Codification 606, Revenues from Contracts with Customers, the proceeds should have been recognized as revenue upon the satisfaction of the subsidiary’s performance obligations, which would have been the time of shipment of inventory to such independent agents. This resulted in an overstatement of revenue and an understatement of deferred revenue.

The Company is working to complete the restatement of its financial statements for the Non-Reliance Periods. The Company has incorporated two wholly-owneddetermined to file amendments to (i) each of the Quarterly Reports on Form 10-Q for the interim periods covered by the Non-Reliance Periods and (ii) the 2019 Form 10-K. Accordingly, investors and others should rely only on the financial information and other disclosures regarding the Non-Reliance Periods once the Company restates its consolidated financial statements and not rely on any previously issued or filed registration statements or reports, earning press releases, investor presentations or other communications related thereto covering the Non-Reliance Periods.

Management is assessing the effect of the restatements on the Company’s internal control over financial reporting and its disclosure controls and procedures. The Company expects to report one or more material weaknesses following completion of its investigation of the cause of these restatements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. The existence of one or more material weaknesses precludes a conclusion by management that a company’s disclosure controls and procedures and internal control over financial reporting are effective. In addition, the Audit Committee, the Board of Directors, and management have begun evaluating appropriate remediation actions. For example, commencing in January 2021, management intends to implement a new Enterprise Resource Planning (ERP) system with more oversight and control of the Company’s subsidiaries’ financial reporting processes by key members of management.

Based on the restatements described above, our management concluded that our system of internal control over financial reporting was not effective during the Non-Reliance Periods, which resulted in the restatements described above. Management had identified internal control deficiencies which, in management’s judgment, represented material weakness in internal control over financial reporting. Specifically, management identified that due to the limited resources of the company and adequate staffing within the accounting department, segregation of duties had been identified as a weakness in internal control, as was the US GAAP qualifications of the accounting staff. In January 2020 we engaged an external consulting firm to assist with the design and implementation of our internal process, including those internal controls over financial reporting. Due to the COVID-19 pandemic, the lockdowns instituted by local governments and travel restrictions in each of the countries for our subsidiaries, including but not limited to, our international operation headquarters in Kuala Lumpur, Malaysia and our corporate offices in Los Angeles California, we have not been able to implement these internal controls as of January 28 2021.

Based on the discovery of the errors relating to the restatements described above, our management concluded that our internal control over financial reporting was not effective during the Non-Reliance Periods. Management had identified internal control deficiencies which, in management’s judgment, represented material weakness in internal control over financial reporting. The control deficiencies generally related to the limited resources of the company and adequate staffing within the accounting department, segregation of duties had been identified as a weakness in internal control, as was the US GAAP qualifications of the accounting staff. In January 2020 we engaged an external consulting firm to assist with the design and implementation of our internal process, including those internal controls over financial reporting. Due to the COVID-19 pandemic, the lockdowns instituted by local governments and travel restrictions in each of the countries for our subsidiaries, including but not limited to, our international operation headquarters in Kuala Lumpur, Malaysia and our corporate offices in Los Angeles California, we have not been able to implement these internal controls as of January 28, 2021.

As a result of the events described above, we may become subject to a number of significant risks, which could have an adverse effect on our business, financial condition and results of operations, including: we may be subject to potential civil litigation, including shareholder class action lawsuits and derivative claims made on behalf of us, and regulatory proceedings or actions, the defense of which may require us to devote significant management attention and to incur significant legal expense and which litigation, proceedings or actions, if decided against us, could require us to pay substantial judgments, settlements or other penalties.

Item 2. Properties.

Our properties consist primarily of leased office and commercial office space we own in Selangor, Malaysia. Our corporate headquarters are located in Los Angeles, California and our other office facilities in Selangor and Kuala Lumpur, Malaysia, Jakarta, Indonesia; Ho Chi Minh City, Vietnam; and Mesa, Arizona. The following schedule presents the approximate square footage of our facilities as of January 31, 2021 (some of which are no longer in use as of the date of this Amended Annual Report):

We consider our properties adequate for our current needs. With respect to our leased properties, we do not anticipate any difficulties in negotiating renewals as leases expire or in finding other satisfactory space, if current premises become unavailable.

On August 20, 2020, we entered into a two-year lease for approximately 200 square feet of office space located at 515 South Flower Street, Los Angeles, California 90071. The monthly lease payment is $1,682. The lease ends on August 31, 2022. Prior to this, we maintained our corporate headquarters in Irvine, California.

On August 28, 2019, we entered into a lease for approximately 7,850 square feet of office space located at 2575 McCabe Way, Irvine, California, 92614. The monthly lease payment was approximately $9,383. The lease ended on August 31, 2020. We did not renew.

On July 18, 2018, we entered into a one-year lease for virtual office space located at Center 1057, 3960 Howard Hughes Parkway, Las Vegas, Nevada, 89169. The lease is for $269 per month, and automatically renews for one-year terms unless cancelled in accordance with the terms and conditions of the lease. The lease terminated on July 31, 2020.

On July 26, 2018, we entered into a tenancy agreement for approximately 1,433 square feet of office space located at Unit 35.04, Level 35, Menara Standard Chartered, 30, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. The monthly lease amount is approximately USD $2,518. The lease was for a two-year term, expiring on July 31, 2020. On June 22, 2020, TOGL Technology Sdn Bhdentered into a Business Centre Service Agreement for office space for nine people located at MYS – Menara AIA Sentral, Level 3 – 5, Menara AIA Sentral, No. 30 Jalan Sultan Ismail, Kuala Lumpur, Malaysia. The monthly lease payment was approximately USD $1,214. The lease ended on October 31, 2020.

On May 20, 2018, we entered into an Office Lease Agreement for approximately 5,195 square feet of office space located at 5^th and 6^th, 21^st Floor, No. 6, Lane 256, Section 2, Xitun Road, Xitun District, Taichung City, Taiwan. The monthly lease payment is USD $2,274. The lease had a two-year term.

On June 24, 2019, PT Toga International Indonesia.Indonesia entered into a Tenancy Agreement for approximately 3,767 square feet of office space located on the 8th Floor, Unit D, Jalan Jenderal Sudirman Kaveling 60 Jakarta, Indonesia, locally known as the Menara Sudirman building. The monthly lease amount is approximately $8,633. The lease expires on July 31, 2021.

On December 10, 2018, PT Toga Indonesia entered into Amendment No. 1 to Office Space Lease Agreement for approximately 2,352 square feet of office space located at Plaza Asia, Unit C, Second Floor, JI. Jenderal Sudirman Kaveling 59, Jakarta, Indonesia 12190. PT Toga Indonesia transferred its rights under the lease to PT TOGL Indonesia on July 15, 2019. The monthly lease payment is approximately USD $3,079, and the lease expired on January 31, 2021.

On April 25, 2019, Toga Vietnam entered into an Office Service Agreement for co-working and virtual office space located at 33 Le Duan Street, District 1, 11^th Floor, Ho Chi Minh City, Vietnam. The monthly lease payment is approximately USD $1,536. The agreement originally terminated on May 31, 2020; however, it was renewed for an additional one-year term, expiring on May 31, 2021.

On June 15, 2020, we entered into an Office Agreement for an office located at 2266 South Dobson Road, Suite 200, Mesa, Arizona 85202. The monthly fees are approximately $567. The agreement is month-to-month.

On October 17, 2018, TOGL Technology entered into two Sale and Purchase Agreements (the “First Mammoth Agreements”) with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation (“Mammoth”), for the purchase of 30,705 square feet of space located in the Empire Damansara building. The Empire Damansara building consists of 30 floors and a total of 303,000 useable square feet. The 30,705 square feet of space purchased is comprised of 7,524 square feet on the ground floor of the Empire Damansara, and all of the 28^th, 29^th, and 30^th floors (the 30^th floor is the rooftop terrace). Pursuant to the First Mammoth Agreements, we entered into a Subscription Agreement with Mammoth dated November 29, 2018 for the purchase of 470,477 shares of our Common Stock for an aggregate purchase price of approximately $3,999,049 remitted by Mammoth in the form of legal title to those certain portions of real property. As of January 28, 2021, legal title has not been passed to us, however the bank serving as the bridging financier for the property has disclaimed its interest in such property in favor of TOGL, and the shares have been issued pursuant to the First Mammoth Agreements as of March 5, 2019.

On July 29, 2019, TOGL Technology entered into two Sale and Purchase Agreements (the “Second Mammoth Agreements”) with Mammoth, for the purchase of additional real estate located in the Empire Damansara. The Second Mammoth Agreements relate to the acquisition of an additional 11,614 square feet of space in the Empire Damansara. This additional space is located on the Level Basement 1 and Level Basement 3 of the building. Pursuant to the Second Mammoth Agreements, we entered into a Subscription Agreement with Mammoth dated July 29, 2019 for the purchase of an aggregate of 118,174 shares of our Common Stock for an aggregate purchase price of approximately $1,418,087, valued at $12.00 per share, which was the closing price of the shares on July 29, 2019 as reported by the OTC Markets Group Inc.’s (“OTCM”) Pink Open Market (“OTC Pink”). Mammoth agreed to pay the purchase price in the form of legal title to those certain portions of real estate set forth in the Mammoth Agreements. As of January 28, 2021, legal title has not been passed to us and no shares have been issued pursuant to the Second Mammoth Agreements. We are still awaiting the bank serving as the bridging financier to disclaim its interest in such property in favor of TOGL.

On June 1, 2020, TOGL Technology entered into two Tenancy Agreements with Eostre Bhd. related to the approximately 11,614 square feet in total built up area of Level Basement 1 and Level Basement 3, SOHO 2, Empire Damansara, No. 2, Jalan PJU 8/8A, Damansara Perdana, PJU 8, Petaling Jaya, 47820 Selangor Darul Ehsan. The monthly lease payments are approximately USD $14,648. The term of the agreements are three years, terminating on May 31, 2023; however, the parties can extend for another three-year renewal term at a revised lease amount.

Item 3. Legal Proceedings.

We currently have no legal proceeding to which we are a party to or to which our property is subject to and, to the best of our knowledge, no adverse legal activity is anticipated or threatened.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our Common Stock is quoted on the OTC Pink under the symbol “TOGL.” There is currently a limited trading market in our shares of Common Stock.

Set forth below are the range of high and low closing bid prices for the periods indicated as reported by the OTC Pink. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.

Fiscal Year Ended July 31, 2019 (Restated) Compared to Fiscal Year Ended July 31, 2018 Compared to Year Ended July 31, 2017

Our net loss

Gross Margin by product for the year ended July 31, 2018 was $13,620,308 compared to a net loss of $99,1742019

Gross Margin by product for the year ended July 31, 2017. The2018

Revenue increased by approximately $4.6 million in the year ended July 31, 2019, compared to the prior year period, driven by a $4.7 million increase in net loss betweenrevenue generated by new business lines, such as product sales of the comparable periodsCompany’s Eostre brand and management fees.

Gross profit also increased by approximately $3.0 million in the year ended July 31, 2019, compared to the prior year period, due to the new business lines. We invested significantly in staff and infrastructure, which was primarily attributable to a loss on settlement of debt as well as an increase in the early implementation stage, but management expects reductions in our general and administrative expenses as a percentage of revenue going forward.

Net loss decreased by approximately $4.3 million, or 32%, in the year ended July 31, 2019, compared to the prior year period, due to a decrease in other expense of $16.3 million, offset by an increase in loss from operations.operations primarily attributed to the increases in salary and wages, including stock-based compensation of approximately $10.1 million, offset by an increase in gross profit of approximately $3.3 million.

Segment Operating Performance

Our operating performance by segment are as follows for the year ended July 31, 2019 and 2018:

Year ended July 31, 2019 (restated):

Year ended July 31, 2018: