Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ¨☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x ☐ No ¨☒

Indicate by check mark whether 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,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange 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. ¨☐

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

The number of shares of the issuer’s common stock outstanding as of ~~December~~January 18, ~~2019~~2021 was ~~91,011,318~~91,013,640 shares, par value $0.0001 per share.

This Amendment No. 1 to the Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Toga Limited (the “Company”) for the quarterly period ended April 30, 2019, filed on June 18, 2019 with the Securities and Exchange Commission (the “Form 10-Q”) resulting from improper timing of revenue recognition from PT. Toga International Indonesia (“PT Toga”), the Company’s wholly owned Indonesian subsidiary. In the course of preparing the Form 10-K for the annual period ended July 30, 2020, the Company’s management discovered that revenue recognition was occurring on the collection of proceeds rather than on the shipment of product. In addition, the related commissions expense is being restated to properly reflect these costs against the restated revenues, resulting in a contract asset balance for the portion of the commission expenses for which revenue recognition was deferred. A summary of the accounting impact of these adjustments to the Company’s condensed consolidated unaudited financial statements as of and for the three months and nine months ended April 30, 2019 is provided at “Note 9. Restatement of Financial Statements.”

This Amendment also amends and includes a summary of updates to the business description of the Company to include descriptions of the Company’s direct marketing line of business and the Company’s general services agreement with a related party, both of which comprise the majority of the Company’s revenue during the quarterly period ended April 30, 2019. These discussions are not meant to update the discussions set forth in the Company’s Form 10-K/A for the fiscal year ended July 31, 2019 we anticipate to be filed on or about January 30, 2021.

In order to provide the Company’s shareholders with a better understanding of the Company’s business, this Amendment also includes in “Note 10. Subsequent Events,” events that have occurred subsequent to the original filing date, in addition to modifying and updating Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures made in the original Form 10-Q to be accurate as of the date of filing of this Amendment.

Finally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934 , as amended (the “Exchange Act”), the Company is also including with this Amendment No. 1 currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer (attached as Exhibits 31.1, 31.2, 32.1, and 32.2).

October 31,

July 31,

2019

2019

ASSETS

Current Assets

Cash and cash equivalents

$ 12,902,002

$ 14,916,556

Accounts receivable, net

113,976

294,266

Prepaid expense, deposits and other current assets

890,430

1,199,649

Inventories

972,364

162,985

Total Current Assets

14,878,772

16,573,456

Operating lease right-of-use assets

333,798

-

Property and equipment

4,444,834

4,421,252

Intangible asset - goodwill

11,718

11,718

TOTAL ASSETS

$ 19,669,122

$ 21,006,426

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities

Accounts payable and accrued liabilities

$ 5,274,989

$ 4,221,413

Due to related parties

63,608

1,083

Notes due to related parties

24,126

24,126

Deferred revenue

2,787,099

1,782,252

Income tax payable

93,524

61,215

Operating lease liabilities

111,503

-

Total Current Liabilities

8,354,849

6,090,089

Operating lease liabilities

222,295

-

Stockholders’ Equity

Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding

-

-

Common stock, $0.0001 par value, 10,000,000,000 shares authorized; 90,758,279 and 90,762,893 shares issued and outstanding as of October 31, 2019 and July 31, 2019, respectively

9,076

9,076

Common stock subscribed; 30,000,000 common shares, $0.0001 par value

(3,000 )

(3,000 )
Additional paid-in capital

39,037,472

38,993,002

Accumulated other comprehensive income

28,751

69,238

Accumulated deficit

(28,037,066
)

(24,210,347
)
Total Stockholders’ Equity of Toga Ltd.

11,035,233

14,857,969

Non-controlling interest

56,745

58,368
Total Stockholders' Equity

11,091,978

14,916,337

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 19,669,122

$ 21,006,426

See accompanying notes to the unaudited condensed consolidated financial statements

Three Months Ended

October 31,

2019

2018

Revenue

$ 2,745,986

$ 742,753

Cost of goods sold

2,408,362

266,822

Gross profit

337,624

475,931

OPERATING EXPENSES

General and administrative expenses

4,180,742

741,303

Research and development

-

59,706

Depreciation

50,803

10,524

Total Operating Expenses

4,231,545

811,533

LOSS FROM OPERATIONS

(3,893,921 )

(335,602 )

OTHER INCOME (EXPENSE)

Interest income

66,365

174

Interest expense

(385 )

(35 )
Total Other Income (Expense)

65,980

139

Loss before Income Taxes

(3,827,941 )

(335,463 )

Income Tax Provision

(401 )

-

Net Loss

$ (3,828,342 )

$ (335,463 )
Less: Net Loss attributable to non-controlling interest

(1,623 )

-

Net Loss attributable to Toga Ltd.

(3,826,719
)

(335,463 )

OTHER COMPREHENSIVE LOSS

Foreign currency translation adjustments

(40,487
)

(27,507 )
Total Comprehensive Loss

$ (3,868,829 )

$ (362,970 )

BASIC AND DILUTED NET LOSS PER COMMON SHARE:

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

90,759,165

71,695,762

NET LOSS PER COMMON SHARE

$ (0.04 )

$ (0.00 )

~~See accompanying notes to the unaudited condensed consolidated financial statements~~

Accumulated

Common Stock

Additional

Other

Total

Number of
Shares

Amount

Subscription
Receivable

Paid-in
Capital

Accumulated
Deficit

Comprehensive
Income

Non-controlling
Interest

Stockholders'
Equity

Balance - July 31, 2019

90,762,893

$ 9,076

$ (3,000 )

$ 38,993,002

$ (24,210,347 )

$ 69,238

$ 58,368

$ 14,916,337

Cancellation of common shares

(24,614 )

(2 )

-

2

-

-

-

-

Reissuance of previously cancelled shares

20,000

2

-

(2 )

-

-

-

-

Issuance of stock options

-

-

-

44,470

-

-

-

44,470

Other comprehensive loss

-

-

-

-

-

(40,487
)

-

(38,864 )
Net loss

-

-

-

-

(3,826,719 )

-

(1,623 )

(3,828,342 )
Balance - October 31, 2019

90,758,279

$ 9,076

$ (3,000 )

$ 39,037,472

$
(28,037,066
)

$
28,751

$ 56,745

$ 11,091,978

See accompanying notes to the unaudited condensed consolidated financial statements

Condensed Consolidated Statements of ~~Cash Flows~~Changes in Stockholders’ Equity

Three Months Ended

October 31,

2019

2018

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (3,828,342 )

$ (335,463 )
Adjustments to reconcile net loss to net cash from operating activities:

Depreciation

50,803

10,524

Gain on sale of digital currency

-

-

Stock based compensation

44,470

-

Changes in operating assets and liabilities:

Accounts receivable

180,290

71,915

Prepaid expenses and other current assets

309,219

(143,040 )
Inventories

(809,379 )

-

Accounts payable and accrued liabilities

1,053,576

59,537

Customer deposits

-

-

Deferred revenue

1,004,847

(20,500 )
Income tax payable

32,309

-

Net cash used in operating activities

(1,962,207 )

(357,027 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment

(77,769 )

(20,566 )
Net cash used in investing activities

(77,769 )

(20,566 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock - cash

-

1,254,151

Proceeds from related parties

66,992

38,225

Repayment to related party

(4,467 )

(42,438 )
Net cash provided by financing activities

62,525

1,249,938

Effects on changes in foreign exchange rate

(37,103 )

51,703

Net increase (decrease) in cash and cash equivalents

(2,014,554 )

924,048

Cash and cash equivalents - beginning of period

14,916,556

1,064,672

Cash and cash equivalents - end of period

$ 12,902,002

$ 1,988,720

Supplemental Cash Flow Disclosures

Cash paid for interest

$ -

$ -

Cash paid for income taxes

$ -

$ -

Non-Cash Investing and Financing Activity:

Cancellation of Common Stock

$ 2

$ 20

Reissuance of previously cancelled Common Stock

$ 2

$ -

Operating lease right-of-use assets

$ 333,798

$ -

See accompanying notes to the unaudited condensed consolidated financial statements

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

See accompanying notes to the unaudited condensed consolidated financial statements

On June 30, 2016, Blink Couture, Inc. entered into a merger agreement with its ~~wholly-owned~~wholly owned subsidiary, Toga Limited (the “Company”), a Delaware corporation with no material operations. The Company continued operations under the name Toga Limited.

Blink Couture, Inc. was originally incorporated as Fashionfreakz International Inc. on October 23, 2003, under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture Inc. Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothing and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. On June 13, 2016, a change of control of the Company occurred. On that date, the current president and Chief Executive Officer purchased a total of 13,869,150 of the issued and outstanding shares of the Company.

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

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

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

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

The Company’s wholly-owned subsidiary TOGL Technology formed a wholly-owned subsidiary Toga Vietnam Company Limited (“Toga Vietnam”) in Vietnam on January 15, ~~2019, acquired 100% shares of WGS Discovery Tours & Travel in Malaysia on June 24, 2019 and acquired 67% of the shares in PT TOGL Technology Indonesia in Indonesia on May 24,~~ 2019.

OnSubsequent to April 30, 2019, on May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from ten billion (10,000,000,000) shares to one billion (1,000,000,000) shares and decreasing its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held (“10-1 Reverse Split”). The Company’s Board of Directors approved this amendment on April 24, 2019.

On May 17, 2019, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the 10-1 Reverse-Split and share decrease be effected in the market. The 10-1 Reverse Split was effectuated on June 5, 2019. All share and per share information ~~in these consolidated financial statements retroactively~~contained herein reflect ~~this~~the effect of the reverse stock ~~distribution.~~split.

AsOn September 11, 2020, we filed Amended and Restated Articles of ~~October 1, 2019,~~Incorporation (the “A&R Articles of Incorporation”) with the ~~Company was approved~~Secretary of State of the State of Nevada for the purpose of dividing and ~~upgraded~~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 ~~OTCQX Best Market.~~

~~Table of Contents~~

herein as our “Common Stock”), and 500,000,000 shares of 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 accompanying unaudited consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required for audited annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the consolidated financial statements not misleading have been included. The balance sheet at July 31, ~~2019,~~2018 has been derived from the Company’s audited consolidated financial statements as of that date.

The unaudited consolidated condensed financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included in the Company’s Annual Report on Form 10-K for the year ended July 31, ~~2019,~~2018, that was filed with the SEC on ~~November 14,~~March 19, 2019. The results of operations for the ~~three~~nine months ended ~~October 31,~~April 30, 2019 are not necessarily indicative of the results to be expected for the full year.

The Company has reclassified a balance related to Non-controlling interest to Accumulated other comprehensive income (loss) as of July 31, 2019. The impact was an increase of Non-controlling interest of $116,736 and a decrease in the Accumulated other comprehensive income (loss) of $116,736. The equity reclassification was due to an incorrect classification of the Non-controlling interest balance during the year-ended July 31, 2019. These reclassification had no effect on the reported results of operations.

These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology Sdn. Bhd., and PT. Toga International Indonesia. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan branch and Vietnam ~~office.~~subsidiary.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

~~Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase.~~

Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share ~~when their inclusion would have an anti-dilutive effect~~ due to ~~our continuing net losses.~~the lack of dilutive items. At the reporting dates, there were no common stock equivalents outstanding.

As at October 31, 2019, the Company has potentially 123,662 dilutive securities from outstanding stock options, which were excluded from the computation of diluted net loss per common share as the result of the computation was anti-dilutive.

The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of October 31, 2019, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization.

~~Inventories are stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method.~~

No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.

~~As of October 31, 2019, and July 31, 2019, the Company had inventories consisting of finished goods of $972,364 and $162,985, respectively.~~

Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows:

Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income.

The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the three months ended October 31, 2019 and 2018, no impairment losses have been identified.

We account for goodwill and intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates.

On June 24, 2019, the Company’s wholly-owned subsidiary TOGL acquired 100% shares of WGS Discovery Tours & Travel in Malaysia, which generated goodwill of $11,718. The Company has accounted for transaction in accordance with ASC 805 “Business Combinations.”

Based on the Company’s analysis of goodwill as of October 31, 2019, no indicators of impairment exist. No impairment loss on goodwill was recognized for the three months ended October 31, 2019 and 2018.

The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian ~~ringgit.~~Ringgit. All transactions initiated in Malaysian ~~ringgit (“MYR”),~~Ringgit, New Taiwan dollar, ~~(“NTD”) and~~ Vietnamese dong, ~~(“VND”),~~ and Indonesian rupiah ~~(“IDR”)~~ are translated into U.S. dollars in accordance with ASC 830-30, ”“Translation of Financial Statements,” as follows:

Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement.

	Three Months Ended		Year Ended		Three Months Ended		Nine months ended		Year ended		Nine months ended
	October 31,		July 31,		October 31,		April 30,		July 31,		April 30,
	2019		2019		2018		2019		2018		2018
Spot MYR: USD exchange rate	$	0.2393	$	0.2422	$	0.2389	$	0.2417	$	0.2460	$	0.2550
Average MYR: USD exchange rate	$	0.2388	$	0.2421	$	0.2420	$	0.2443	$	0.2489	$	0.2562
Spot NTD: USD exchange rate	$	0.0328	$	0.0321	$	0.0323	$	0.0323	$	0.0326	$	n/a
Average NTD: USD exchange rate	$	0.0322	$	0.0323	$	0.0325	$	0.0324	$	0.0330	$	n/a
Spot IDR: USD exchange rate	$	0.000071	$	0.000071	$	0.000066	$	0.000070	$	0.000069	$	n/a
Average IDR: USD exchange rate	$	0.000071	$	0.000069	$	0.000067	$	0.000069	$	0.000072	$	n/a
Spot VND: USD exchange rate	$	0.000043	$	0.000043	$	n/a	$	0.000043	$	n/a	$	n/a
Average VND: USD exchange rate	$	0.000043	$	0.000043	$	n/a	$	0.000043	$	n/a	$	n/a

We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised.

~~Stock-based compensation incurred for the three months ended October 31, 2019 and 2018, respectively, are summarized as follows:~~

~~FASB ASC 820,~~ ~~Fair Value Measurements and Disclosure~~s (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

~~ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories:~~

~~Level 1~~—~~Quoted market prices for identical assets or liabilities in active markets or observable inputs;~~

~~Level 2~~—~~Significant other observable inputs that can be corroborated by observable market data; and~~

~~Level 3~~—~~Significant unobservable inputs that cannot be corroborated by observable market data.~~

~~The carrying amounts of cash, accounts payable and other liabilities and accrued interest payable fair value because of the short-term nature of these items.~~

~~The Company follows FASB ASC 850, “~~~~Related Party Disclosures~~~~,” for the identification of related parties and disclosure of related party transaction. (See Note 5)~~

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.

In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the Standard is that recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires that companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has chosen to early adopt and apply the standards beginning in the fiscal year ended July 31, 2019, using the modified retrospective approach, which applies the new standard to contracts that are not completed as of the date of adoption. The Company concluded that no adjustment to the opening balance of retained earnings was required upon the adoption of the new standard.

As of April 30, 2019, the Company generated revenue through three lines of business. First, TOGL Technology provided administrative and technological support services to Agel Enterprise International Sdn Bhd (“Agel”) in consideration for management fees. Agel was a direct marketing company that sold, amongst many other products, products of Eostre, a brand that it is owned by the Company. Agel was a related party as more fully described in Note 6. The second line of business was the sale of the Company’s Eostre brand of products through a direct marketing network of independent agents in Indonesia. The third line of business was the Company’s Yippi app, pursuant to which the Company sold advertising through a custom-built advertising feature. Advertisements were created in batches and invoiced in monthly batches.

The Company recognizes ~~revenue from its~~revenues on contracts with customers in accordance with the ASC 606, ~~– Revenue from Contracts with Customers.~~ ~~The Company recognizes revenues when satisfying~~including performing the following: (i) identifying the contract, (ii) identifying the performance ~~obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.~~

Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract;obligations; (iii) ~~Determine~~determining the transaction price; (iv) ~~Allocate~~allocating the transaction price, ~~to the performance obligations in the contract;~~and (v) ~~Recognize~~recognizing revenue ~~when the Company satisfies a performance obligation.~~

When the Company enters into a contract, the Company analyzes the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled itsupon fulfilment of obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied.

~~The Company recognizes revenue when the customer confirms to the Company that all of the terms and conditions of the contract has been met. The Company derives its revenues from the following:~~

The Company analyses whether gross sales, or net sales should be recorded. Since the Company has control over establishing price, and has control over the related costs with earning revenues, it has recorded all revenues at the gross price.

Cash payments received are recorded as deferred revenue until the conditions, stated above, of revenue recognition have been met, specifically all obligations have been met as specified in the related customer contract.

~~During three months ended October 31, 2019, the~~The Company’s concentration of revenue for individual customers above 10% are as follows:

~~Shen Zhen Shi Ding Shang: 22%~~

Agel Enterprise International Sdn Bhd: ~~13%~~47%,

~~Others: 65%~~

~~During three months ended October 31, 2018, the Company’s concentration of revenue for individual customers above 10% are as follows:~~

	-	~~Malaysia (TOGL Technology Sdn. Bhd): 92%~~
	-	~~Indonesia (PT. Toga International Indonesia): 0%~~
	-	~~United States (Toga Limited): 8%~~

The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided.

The Company’s accounts receivable balance is primarily related to ~~advertising through TOGL.~~management fees owed by Agel to TOGL Technology. Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company does not currently have any amount recorded as an allowance for doubtful accounts. Based on management’s estimate and based on all accounts being current, the Company has not deemed it necessary to reserve for doubtful accounts at this time.

As of ~~October 31,~~April 30, 2019, the Company’s accounts receivable are concentrated ~~64% with Shen Zhen Shi Ding Shang Internet Tech Co. and 18% with Angel Enterprises International Sdn. Bhd.~~

~~As of October 31, 2018, the Company’s accounts receivable are concentrated 55%~~94% with Agel Enterprise International ~~Sdn Bhd, and 26% with Fuji Avenue~~ Sdn Bhd.

As of ~~October 31,~~April 30, 2019, the Company’s accounts receivable are concentrated ~~82%~~91% in Malaysia (TOGL Technology Sdn. Bhd) and ~~18%~~9% in United States (Toga Limited).

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases” (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ~~October 31, 2018,~~ASC 842, but has not determined the effects it may have on the Company’s ~~accounts receivable are concentrated 92% in Malaysia (TOGL Technology Sdn. Bhd), 7% in United States (Toga Limited) and 1% in Indonesia (PT. Toga International Indonesia).~~consolidated financial statements.

~~We follow ASC 730,~~ ~~“Research and Development,”~~ and expense research and development costs when incurred. Accordingly, third-party research and development costs, including designing, prototyping and testing of product, are expensed when the contracted work has been performed or milestone results have been achieved. Indirect costs are allocated based on percentage usage related to the research and development.

In November 2018, the FASB issued ASU No. 2018-08 “Collaborative Arrangements” (Topic 808) intended to improve financial reporting around collaborative arrangements and align the current guidance under ASC 808 with ASC 606 “Revenue from Contracts with Customers.” The ASU affects all companies that enter into collaborative arrangements. The ASU clarifies when certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606 and changes certain presentation requirements for transactions with a collaborative arrangement participants that are not directly related to sales to third parties. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods therein. Earlier adoption is permitted for any annual or interim period for which consolidated financial statements have not yet been issued. The Company has not entered into any collaborative arrangements and therefore does not currently expect the adoption of this standard to have a material effect on its Consolidated Financial Statements. The Company plans to adopt this ASU either on the effective date of January 1, 2020 or possibly in an earlier period if a collaborative arrangement is entered. Upon adoption, the Company will utilize the retrospective transition approach, as prescribed within this ASU.

The Company has reviewed and analyzed the above recent accounting pronouncements and notes no material impact on the financial statements as of ~~October 31,~~April 30, 2019.

The accompanying unaudited consolidated condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company, through April 30, 2019, has not yet generated net income for any fiscal year and has accumulated deficit and has incurred net losses. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is partially dependent on advances from its principal shareholders or other affiliated parties for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations. The Company did enter into a subscription agreement whereby Toga Capital agreed to purchase up to 120 million shares of the Company’s common stock at a subscription price of $0.10 per share for an aggregate purchase price of Twelve Million USD ($12,000,000); however, the fulfilment of this funding is not guaranteed. The Company has also entered into a subscription agreement with Agel, whereby Agel agreed to purchase up to 107,675,242 shares of the Company’s common stock at a subscription price of $0.20 per share for an aggregate purchase price of $21,535,048; however, fulfilment is not guaranteed.

As of ~~October 31,~~April 30, 2019 and July 31, ~~2019,~~2018, the balance of property and equipment represented consisted of the followings:

	October 31,			July 31,			April 30,			July 31,
	2019			2019			2019			2018
Building	$	3,971,435		$	4,019,563
Renovation		232,419			154,120		$	143,695		$	85,362
Fixtures and Furniture		88,703			69,558			68,005			38,046
Tools and Equipment		121,162			92,493			78,575			20,796
Vehicles		162,006			163,969			66,951			-
Computer Equipment		28,003			26,256			23,612			5,798
Total Property and Equipment		4,603,728			4,525,959
								380,838			150,002
Accumulated depreciation		(158,894	)		(104,707	)		(53,573	)		(14,296	)
Total Property and Equipment, net	$	4,444,834		$	4,421,252
Total							$	327,265		$	135,706

Depreciation expense for the ~~three~~nine months ended ~~October 31,~~April 30, 2019 and 2018 was ~~$50,803~~$41,974 and ~~$10,524,~~$3,356, respectively.

During the ~~three~~nine months ended ~~October 31,~~April 30, 2019 and 2018, the Company acquired property and equipment of ~~$77,769~~$198,017 and ~~$20,566,~~$62,558, respectively.

During the nine months ended April 30, 2019, the Company issued 8,972,209 shares of common stock at $0.43 for digital currency valued at $3,882,938.

During the year ended July 31, 2018, the Company issued 269,838 shares of common stock at $5.00 per share for digital currency valued at $1,348,920.

As of April 30, 2019 and July 31, 2018, the Company had digital currency of $5,231,858 and $1,348,920, respectively.

Digital currencies are nonfinancial assets that lack physical substance. We believe that digital currencies meet the definition of indefinite-lived intangible assets

We complete an evaluation of digital currency on an annual basis. As of the date of the last evaluation no impairment loss was recognized.

During the nine months ended April 30, 2019, the Company recorded revenue of $1,270,814 from Agel who owned more than 10% of the Company��s common stock at such time. As of April 30, 2019, the Company recorded accounts receivable from Agel of $204,538.

On September 30, 2017, the Company issued a note payable in the amount of $152,973 to Toga Capital Sdn. Bhd. (“Toga Capital”), which was partially owned by an officer and director of the Company, for repayment of amounts due to related parties of $152,973. The note was a 2% interest bearing promissory note that was payable on September 30, 2018.

During the year ended July 31, 2018, the Company issued 1,533,552 shares of common stock with a fair value of $2,453,683 to repay the note payable of $152,973 and accrued interest of $383. As a result, the Company recorded a loss on settlement of debt of $2,300,327.

On May 31, 2016, all outstanding related party advances were paid by a current director of the Company. The Company has outstanding notes payable to a related party who is a Company’s director, of $24,126 and $24,126 as of ~~October 31,~~April 30, 2019 and July 31, ~~2019,~~2018, respectively. The amount iswas non-interest bearing, unsecured and due on demand.

During the ~~three~~nine months ended ~~October 31,~~April 30, 2019 and 2018, the Company borrowed a total amount of ~~$52~~$122,678 and $0$1,430,620 from a related party, Toga Capital, and repaid ~~$332~~$72,959 and ~~$42,438,~~$1,055,333, respectively.

During the ~~three~~nine months ended ~~October 31,~~April 30, 2019 and 2018, total expenses paid directly by a related party, Toga Capital, on behalf of the Company were $0 and ~~$38,225,~~$52,429, respectively.

During the ~~three~~nine months ended ~~October 31,~~April 30, 2019 and 2018, the Company ~~received advancement for~~borrowed a total amount of ~~$66,670~~$4,135 and $0, respectively and repaid ~~$4,135~~$1,968 and $0, respectively, from the Chief Executive Officer of the Company. ~~The amount is non-interest bearing, unsecured and due on demand.~~

During the ~~three~~nine months ended ~~October 31,~~April 30, 2019 and 2018, the Company purchased property and equipment of $0 and ~~$20,566~~$25,218 from related parties, ~~Toga Capital,~~ respectively.

As ~~at October 31,~~of April 30, 2019 and July 31, ~~2019, $63,608~~2018, $192,473 and ~~$1,083 is~~$186,390 was due to a related ~~parties. The~~party, Toga Capital, the amount iswhich was non-interest bearing, unsecured and due on demand.

~~During the three months ended October 31, 2019 and 2018, the Company incurred director’s fees of $10,000 and $0, respectively, to directors of the Company.~~

~~During the three months ended October 31, 2019 and 2018, the Company incurred wages of $45,000 and $0, respectively, to the CFO of the Company.~~

~~During the three months ended October 31, 2019 and 2018, the Company granted 3,662 and 0 stock options to Directors and CFO, valued at $44,470 and $0, respectively (See Note 6).~~

On May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from 10,000,000,000 shares to 1,000,000,000 shares and decreasing its issued and outstanding shares of common stock at a ratio of 10 shares for every 1 share held (“10-1 Reverse Split”) (see Note 1). All share and per share information in these consolidated financial statements retroactively reflect this stock distribution.

The Company is authorized to issue 20,000,000 shares of preferred stock at a par value of $0.0001.

As of ~~October 31,~~April 30, 2019 and July 31, ~~2019,~~2018, no preferred shares were issued and outstanding.

The Company is authorized to issue 1,000,000,000 shares of common stock at a par value of $0.0001 ~~at October 31,~~as of April 30, 2019.

During the ~~three~~nine months ended ~~October 31,~~April 30, 2019, the Company issued ~~20,000~~20,245,519 shares ~~and cancelled 24,614~~ of common stock, as follows:

On October 29, 2018, a shareholder of the Company canceled 20,000 shares of common stock without consideration for such cancelation.

As of ~~October 31,~~April 30, 2019 and July 31, ~~2019, 90,758,279~~2018, 89,812,036 and ~~90,762,893~~69,586,517 shares of the Company’s common stock were issued and outstanding, respectively.

~~During~~On October 17, 2018, TOGL Technology entered into two Sale and Purchase Agreements with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation (“Mammoth”) for the ~~three months ended~~purchase of certain real property. In furtherance to the purchase of that certain real property, the Company entered into a Subscription Agreement with Mammoth dated November 29, 2018 for the purchase of 470,476 shares of the Company’s common stock for an aggregate purchase price of $3,999,048, valued at $8.50, the closing price of the shares on October ~~31,~~16, 2018, remitted by Mammoth in the form of legal title to those certain portions of real property. As of April 30, 2019, the ~~Company granted 3,662 options~~title had not yet passed to the ~~CFO at an exercise price~~Company and the related shares were held in escrow, however the Company has received authority from the lienholders bank and the bank has disclaimed it’s interest in the property in favor of ~~$0.20~~Togl and ~~were valued at~~ the fair value calculated using the Black-Scholes-Merton model. The value of the options was $44,470 and recorded as stock based compensation. The options are subject to a vesting schedule of ⅓ of the options vesting every thirty (30) days.shares have been released on March 5, 2019.

During the year ended July 31, 2019, the Company granted 120,000 options to the CFO. 60,000 of those options had an exercise price of $0.20 and 60,000 options at an exercise price of $0.40, and were valued at the fair value calculated using the Black-Scholes-Merton model. During the year ended July 31, 2019, the stock options were fully vested . The value of the options was $1,061,017 and recorded as stock based compensation. The options are subject to a vesting schedule of ⅓ of the options vesting every thirty (30) days.NOTE 9. RESTATEMENT OF FINANCIAL STATEMENTS

The Company's financial statements as of April 30, 2019 contained the following ~~assumptions were used to determine the fair value~~errors: (i) overstatement of revenue of $1,988,916, cost of goods sold of $245,481 and general and administrative expense of $1,283,505 for ~~the options granted using a Black-Scholes-Merton pricing model during the~~ three and nine months ended ~~October 31, 2019:~~April 30, 2019 and (ii) understatement of prepaid commission of $1,528,986 and deferred revenue of $1,988,916.

~~A summary~~Certain income statement items have been reclassified to conform to the 2020 fiscal year end presentation. These reclassifications had no impact on reported operating and net loss.

The effects of the ~~change in stock options outstanding~~adjustments on the Company’s previously issued financial statements as of April 30, 2019 and for the three and nine months ended ~~October 31,~~April 30, 2019 ~~and year ended July 31, 2019 is~~are summarized as follows:

~~The following table shows operating activities information by geographic segment for the three months ended October 31, 2019 and 2018:~~

~~During the three months ended October 31, 2019, our Indonesian entities generated sale of products through a direct marketing network of approximately $1.4 million.~~10. SUBSEQUENT EVENTS

~~During~~On May 28, 2019, the ~~three months ended October 31, 2019, our Malaysian entities generated advertising revenue from Yippi~~Company issued a total of ~~approximately $975,000.~~348,953 shares of its common stock to 29 of its employees and consultants as additional compensation for services rendered.

~~During~~On March 18, 2019 Agel subscribed to purchase 11,073 shares of the ~~three months ended October 31, 2019, our Taiwan entity generated revenue through~~Company's common stock pursuant to the ~~direct marketing network sales~~Amended Subscription Agreement for an aggregate purchase price of ~~approximately $308,000.~~$97,436. The market price of the Company’s shares was $8.80 per share which Agel elected to pay to the Company in the form of 25 Bitcoins.

~~During~~On May 9, 2019 Agel subscribed to purchase 88,195 shares pursuant to the ~~three months ended October 31, 2019, our USA parent company recognized management fee revenue~~Amended Subscription Agreement for an aggregate purchase price of ~~approximately $60,000 from~~$829,025. The market price of the Company’s shares was $9.39 per share which Agel ~~Enterprise International Sdn Bhd.~~elected to pay to the Company in the form of 144 Bitcoins.

During the three months ended October 31, 2019, our Malaysian entities incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions.

During the three months ended October 31, 2018, our Malaysian entities generated advertising revenue of approximately $80,000, information technology fee revenue of approximately $48,000 and management fee revenue from Agel Enterprise International Sdn Bhd. of approximately $324,000.

~~During~~Subsequent to the ~~three months ended October 31, 2018, our Taiwan entity generated revenue through~~period ending April 30, 2019, the ~~direct marketing network sales~~Company sold a total of ~~approximately $231,000.~~1,200 Bitcoins for a total $9,067,676.

~~During the three months ended October 31, 2018, our USA parent company recognized management fee revenue of $60,000 from Agel Enterprise International Sdn Bhd.~~

During the three months ended October 31, 2018, our Malaysian entity and USA parent company incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganizationAs discussed above in Note 8, there is currently 470,476 common shares of the Company held in escrow pending the completion of two sale and ~~costs incurred for potential acquisitions.~~

~~The following table shows assets information by geographic segment at October 31, 2019 and July 31, 2019:~~

As discussed above in Note 1 and 7, the Company amended its Articles of ~~October 31, 2019, our USA parent company has current assets~~Incorporation and provided an Issuer Company-Related Action Notification to FINRA to effect the Reverse Split. FINRA subsequently caused the Reverse Split to take effect in the market on June 5, 2019. As a result of ~~$9.3 million primarily includes cash~~such action, the Company's total issued and ~~cash equivalents~~outstanding shares of ~~$9.2 million.~~common stock, on the effective date, was reduced to 90,730,758. In addition, FINRA affixed a "D" to the Company's ticker symbol (which was previously “TOGL”) which will automatically be removed 30 days following the effective date.

As of October 31, 2019, our Malaysian entities have current assets of $752,000 primarily includes cash and cash equivalents of $109,000, prepaid expenses of $155,000 and accounts receivable of $481,000.

As of October 31, 2019, our Malaysian entities have property and equipment of $4.3 million including land and building of $3.9 million, automobile of $140,000, leasehold improvement of $104,000 and furniture and equipment of $110,000

~~As of October 31, 2019, our Taiwan entity has current assets of $724,000 primarily includes cash and cash equivalent of $521,000 and inventory of $154,000.~~

As of October 31, 2019, our Indonesian entities have current assets of $4.0 million primarily includes cash and cash equivalents of $2.7 million, inventory of $806,000 and prepaid expenses of $224,000.

~~As of October 31, 2019, our Indonesian entities have operating lease right-of-use assets of $196,000.~~

~~As of July 31, 2019, our USA parent company has current assets of $9.6 million primarily includes cash and cash equivalents of $9.5 million.~~

As of July 31, 2019, our Malaysian entities have current assets of $1.9 million primarily includes cash and cash equivalents of $1.2 million, prepaid expenses of $222,000 and accounts receivable of $194,000.

As of July 31, 2019, our Malaysian entities have property and equipment of $4.4 million including land and building of $4 million, automobile of $151,000, leasehold improvement of $109,000 and tolls and equipment of $64,000.

~~As of July 31, 2019, our Taiwan entity has current assets of $1.0 million primarily includes cash and cash equivalent of $820,000 and inventory of $140,000.~~

~~As of July 31, 2019, our Indonesian entities have current assets of $4.0 million primarily includes cash and cash equivalents of $2.8 million, inventory of $507,000 and prepaid expenses of $431,000.~~

~~As of October 31,~~On September 9, 2019, the Company ~~owns right-of-use assets under operating leases for eight office premises~~issued 20,000 shares of ~~$333,798~~common stock to Agel. This issuance was to correct a transaction where 20,000 shares were transferred to certain shareholders by Agel and ~~operating lease liabilities of $333,798.~~subsequently cancelled by Agel. The shares should have been returned to Agel but were inadvertently returned to the Company.

October 31,
2019

Office Lease

$ 333,798

Less: accumulated amortization

-

Right-of-use, net

$ 333,798

As of Oct 31, 2019

Right-of-use

Lease

Office Premises

Location

Term

Monthly Rent

Assets

Liability

TOGA LTD.

USA

Sep 1 2019 - Aug 31 2020

$ 9,383

$ 92,565

$ 92,565

TOGL TECHNOLOGY SDN BHD

Malaysia

Aug 1 2018 - Jul 31 2020

$ 2,503

$ 22,291

$ 22,291

TOGL TAIWAN BRANCH

Taiwan

Jun 10 2018- Jun 9 2020

$ 2,030

$ 13,888

$ 13,888

TOGA VIETNAM

Vietnam

May 15 2019- May 31 2020

$ 1,337

$ 9,295

$ 9,295

PT TOGL TECHNOLOGY INDONESIA -Menara Mandiri (Cohive) Big room 47

Indonesia

Sept 16 2019 - Dec 15 2019

$ 861

$ 861

$ 861

PT TOGL TECHNOLOGY INDONESIA -Menara Mandiri Small room 86

Indonesia

Sept 9 2019- Dec 8 2019

$ 373

$ 373

$ 373

PT TOGA INTERNATIONAL INDONESIA-office 1 (Plaza Asia)

Indonesia

Feb 1 2019 - Jan 31 2021

$ 3,413

$ 50,441

$ 50,441

PT TOGA INTERNATIONAL INDONESIA-new office 2 (Menara Sudirman)

Indonesia

Aug 1 2019- July 31 2021

$ 7,008

$ 144,085

$ 144,085

$ 333,798

$ 333,798

On November 7, 2019, the Company issued a total of 253,039 shares of its common stock to twenty-seven (27) of its employees, pursuant to an Employee Stock Bonus Agreement. Pursuant to the terms of such agreement, said shares were fully vested as of July 15, 2019.

On June 11, 2019, 24,614 common shares were issued to employees through clerical errors. Subsequent to July 31, 2019, the shares were cancelled.

On July 29, 2019, TOGL Technology entered into two Sale and Purchase Agreements with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation for the purchase of certain real estate property. In furtherance to the purchase of that certain real estate property, the Company entered into a Subscription Agreement with Mammoth dated July 29, 2019 for the purchase of 118,174 shares of the Company’s common stock for an aggregate purchase price of $1,418,087, valued at $12.00, remitted by Mammoth in the form of legal title to the real estate property. As of ~~October 31, 2019,~~January 25, 2021, title has not been passed to the Company and no shares have been issued.

On May 31, 2020, the Company entered into two Stock Purchase Agreements (the “Stock Purchase Agreements”) with Toh Kok Soon (“Toh”), the Company’s President, Chief Executive Officer and Director, Lim Jun Hao (“Lim”), a former board member and current shareholder, and the two shareholders of Eostre Sdn Bhd, a Malaysia corporation (“Eostre”), pursuant to which the Company will, subject to the terms and conditions of each Stock Purchase Agreement and other related agreements (“Transaction Documents”), acquire 100% of the equity of Eostre (comprised of 5,000,000 ordinary shares of stock, par value of RM 1.00 per share) (the “Acquisition”) for MYR 5 Million (approximately USD $1,250,000) (the “Purchase Price”). The Acquisition is subject to certain approvals by the relevant governmental authorities in Malaysia, which approvals are still being obtained by the Company.

Eostre was incorporated in Malaysia on May 29, 2019. Its principal place of business is Selangor, Malaysia. At the time of the Acquisition, Eostre was a shell entity with no current business or operations. Its sole asset was a direct selling license (the “License”) to operate a business in the “direct sales” space in Malaysia. Subject to the “Direct Sales and Anti-Pyramid Scheme Act 1933,” this License is a pre-requisite to operating a company in the direct sales space in Malaysia. The expiration date of the License is November 21, 2021; however, the Company anticipates that it will renew the License at such time.

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

The Company ~~has evaluated~~will deposit the Purchase Price directly into the bank account of Eostre, which will be controlled by the Company or its designees subsequent ~~events~~to the closing date of the first phase. Pursuant to the Stock Purchase Agreements, Toh, Lim and the two original owners of Eostre are not entitled to receive any profit in connection. The Individual Purchasers will execute demand notes in favor of the Company for their respective portions of the Purchase Price. Such demand notes will bear interest at a rate of 4% per annum. In addition, the Individual Purchasers will each execute a security and pledge agreement in favor of the Company pledging their shares in Eostre as collateral, until such time as the second phase is completed. The Individual Purchasers will also grant irrevocable proxies to the Company to vote their shares in Eostre until such time as the second phase of the Acquisition is completed. As of July 30, 2020 the cash deposits have been made and the shares have been transferred to the respective shareholders.

In the second phase of the Acquisition, which is set to begin February 2, 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 will be transferred to the Company. The second phase of the Acquisition is expected to close as soon as practicable after the six-month anniversary of the signing date of the Stock Purchase Agreements, based on the expected timing required to obtain the necessary approvals from ~~October~~the Malaysian Ministry of Trade.

The Stock Purchase Agreements contain representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for the purpose of allocating risk between the parties rather than establishing matters as facts, and are subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Stock Purchase Agreements. In addition, certain representations and warranties were made as of a specified date and may be subject to a contractual standard of materiality different from those generally applicable to investors.

On April 1, 2018, and as subsequently amended on August 1, 2019, the Company entered into a Trademark License Agreement with Agel (the “Agel License Agreement”) to allow Agel to use the “Yippi” and “Eostre” trademarks for marketing purposes. As set forth in the Agel License Agreement, the Company granted Agel a non-exclusive, non-sublicensable, non-transferable license to reproduce and display the trademarks for certain promotional activities, merchandise, and events. As consideration for the license, Agel paid the Company a monthly fee in the amount of $20,000 USD.

On April 1, 2019, and as subsequently amended on August 1, 2019, the Company entered into a Trademark License Agreement with Toga Japan (the “Toga Japan License Agreement” and, together with the Agel License Agreement, the “License Agreements”) to allow Toga Japan to use all the trademarks associated with the Yippi App and the “Eostre” trademark for marketing purposes. As set forth in the Toga Japan License Agreement, the Company granted Toga Japan a non-exclusive, non-sublicensable, non-transferable license to reproduce and display the trademarks for certain promotional merchandise and events. As consideration for the license, Toga Japan paid the Company a monthly fee in the amount of $20,000 USD.

Due to the COVID-19 pandemic and subsequent lockdown, Agel and Toga Japan have advised the Company that they have been unable to sell the Company’s Eostre line of products since February 2020. On or about May 27, 2020, Agel and Toga Japan formally requested the termination of their respective License Agreements with the Company. The Company subsequently terminated the License Agreements effective May 31, ~~2019 through~~2020. Going forward, independent agents in Malaysia and Japan will be able to purchase Eostre products directly from Eostre or the ~~date these~~Company, as applicable.

On June 1, 2020, the Company entered into a Collaboration Agreement (the “Collaboration Agreement”) with Subtle Energy Sciences, LLC, an Indiana Limited Liability Company (“Subtle”), for a period of two (2) years, which grants the Company the exclusive right in Asia and certain parts of the Middle East to market and sell Subtle’s products on Toga Limited’s websites and mobile applications. The Company will pay Subtle a monthly fee of the greater of 1% of gross sales of Subtle’s products or sixteen thousand dollars ($16,000), per month, and the parties to the Collaboration Agreement will revisit this financial ~~statements were issued and determined there are no additional events requiring disclosure.~~arrangement six (6) months after June 1, 2020.

The following discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this ~~quarterly report.~~Quarterly Report on Form 10-Q/A (this “Quarterly Report”). The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Our unaudited consolidated financial statements are stated in United States Dollars and are prepared in accordance with ~~United States Generally Accepted Accounting Principles.~~GAAP.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and is subject to the “safe harbor” created by those sections. Any statements that are not statements of historical fact should be considered to be forward-looking statements. Words such as “anticipates”, “believes”, “continue”, “could”, “estimates”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “seek”, “should”, “targets”, “will”, “would”,“anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seek,” “should,” “targets,” “will,” “would,” and similar expressions or variations or negatives of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Quarterly Report. Additionally, forward-looking statements include, but are not limited to:

·	our plans to develop and market new products, enhancements or technologies and the timing of these development and marketing plans;

·
·	our estimates regarding our capital requirements and our needs for additional financing;


·	·	our estimates of our expenses, future revenues and profitability;


·	·	our estimates of the size of the markets for our products and services;


·	·	our expectations related to the rate and degree of market acceptance of our products; and


·	·	our estimates of the success of other competing technologies that may become available.

Although forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known and understood by us. Consequently, forward-looking statements involve inherent risks and uncertainties and actual financial results and outcomes may differ materially and adversely from the results and outcomes discussed in or anticipated by the forward-looking statements. A number of important factors could cause actual financial results to differ materially and adversely from those in the forward-looking statements. We urge you to consider the risks and uncertainties discussed elsewhere in this ~~report~~Quarterly Report and in the other documents filed by us with the ~~Securities & Exchange Commission (“SEC”)~~SEC in evaluating our forward-looking statements. We have no plans, and undertake no obligation, to revise or update our forward-looking statements to reflect any event or circumstance that may arise after the date of this report. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made.

In this document, the words ~~“we”, “our”, “ours”, “us”, “Toga”,~~“we,” “our,” “ours,” “us,” “Toga Limited,” and “the Company” refer only to Toga Limited, and its consolidated subsidiaries and not any other person or entity.

~~The Company was~~We 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’s~~our 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.

In July 2016, the Company changed its name from “Blink Couture, Inc.”, to “Toga Limited”. The Company effected this name change by forming a wholly-owned subsidiary in the State of Delaware on July 21, 2016, with the name Toga Limited. This subsidiary never had any operations, business or assets and wasSeptember 2017, we formed purely for the purpose of effecting the Company’s name change pursuant to Delaware General Corporation Law Title 8, Section 251(f). On July 21, 2016, the Company entered into an Agreement and Plan of Merger with the subsidiary, pursuant to which the Company was intended to merge with the subsidiary. This merger was consummated on July 22, 2016 upon the Company’s filing of a Certificate of Merger with the Secretary of State of the State of Delaware and as a result the separate existence of the subsidiary ceased and the name of the Company became “Toga Limited”.

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 to “TOGL”.

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

~~The Company incorporated a wholly-owned subsidiary,~~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, the~~January 2019, TOGL Technology, formed a wholly-owned subsidiary, Toga Vietnam Company ~~commenced development of a social media app~~Limited (“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, the Company’s common officer and director resigned as an officer and director of Toga Capital.~~Subsidiaries formed after April 30, 2019

~~On April 1, 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 entered into a Trademark License Agreement with Agel Enterprises International~~use of technology by enterprises and end users. These services include software development, integration, maintenance, mobile services, and web applications.

In June 2019, TOGL Technology acquired 100% of the issued and outstanding shares of WGS Discovery Tours and Travel (M) Sdn. Bhd., a Malaysian based company (“~~Agel”~~WGS”). WGS manages our travel, hotel, and flight feature (“TogaGo”) ~~for use~~offered through the Yippi App.

In June 2020, Michael Toh Kok Soon (“Mr. Toh”), our Chief Executive Officer and Chairman, Roy Lim Jun Hao (“Mr. Lim”), TOGL Technology’s Deputy Executive Officer, and we collectively acquired 65% of the ~~Yippi name~~issued and ~~logo.~~

~~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.~~

~~On January 11, 2019, the Company’s wholly-owned subsidiary TOGL formed a subsidiary in Vietnam, named TOGL Vietnam Company Limited.~~

~~On May 24, 2019, the Company’s wholly-owned subsidiary TOGL formed a subsidiary in Indonesia, named PT TOGL Technology Indonesia.~~

On May 24, 2019, TOGL acquired 67% of the shares in PT TOGL Technology Indonesia, an Indonesia corporation, and then on June 24, 2019, TOGL acquired 100% shares of WGS Discovery Tours & Travel, a Malaysian based company.

~~On April 24, 2019, the Company conducted a forward stock split of the~~ outstanding shares of ~~its Common Stock at~~Eostre Bhd., a ~~ratio~~Malaysia corporation (“Eostre Bhd.”). We intend to acquire the remaining 35% of ~~10:1.~~the issued and outstanding shares of Eostre Bhd. as described in more detail below under the section entitled “Eostre – Recent Changes to the Eostre Business.” Further, Eostre Bhd.’s business is discussed in detail below under the section entitled “Eostre.”

An “app” is a type of application software designed to run on a mobile device, such as a smartphone or tablet device. Over the last several years, mobile devices, including smartphones and tablets, have proliferated extensively around the world across a wide range of demographic groups.

As mobile devices have become more prevalent, the mobile apps industry has experienced corresponding growth in the number of apps 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 ~~have its shares~~create apps that are ~~now listed~~optimized for ~~quotation on~~larger screen sizes and designed to take advantage of these devices’ advanced capabilities and functionality. We believe that the ~~OTCQX electronic quotation service operated by OTC Markets Group Inc. The shares are still traded under~~proliferation of, and technological developments to, mobile devices will continue to drive growth in our industry for the ~~symbol “TOGL.”~~foreseeable future.

The Yippi App is a ~~messaging app~~mobile 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. Toga has also generated revenue through the sales of product through a Direct Marketing networkSimilar to ~~assist in the funding of operations. This will be temporary as it will assist the Company pay for its ongoing development of the Yippi App.~~

~~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 of~~other social media mobile apps, the Yippi App ~~are~~allows 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.

~~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 made available to creators and third-parties upon request,~~offer an in-app feature called TogaGo, which allows them to develop and test their digital products, features and enhancements before the process of submission the same 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 creates an atmosphere of community.

Additionally, physical products within the Marketplace are on a Peer to Peer (P2P) and Business to Consumer (B2C) basis with this 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.

Yippi has a host of built-in shopping functions, which provide access to targeted Small to Medium-sized Enterprises (SMEs) in an ever-expanding variety of shopping experiences. Merchants range from official branded enterprises to budding e-shopping enterprises.

~~The hotel and flight (TogaGo) feature in Yippi boasts an impressive array of hotel, cruise, and flight partners that enable~~enables users to search for the best price for their travel ~~needs.~~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 are~~essentially bridged within Yippi with a link to the target platform while the user is still logged into ~~their~~his or her Yippi account.

~~Yippi Social is fully developed and functioning and is the social media platform embedded within the Yippi social messaging app. Yippi Social incorporates~~ We also maintain 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 and joining groups of interests.

~~Yippi Social enables~~website that allows 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.

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 also anticipating the acquisition of additional games to add to our collection, as well as to cater to a wider gaming audience.~~

Globally, a large share of gaming revenues are generated from mobile gaming. It is our intention to identify, invest in and partner with up-and-coming developers, which we believe will allow us to compete for additional revenue.

Through the Market Place, we 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 2019, over 20 games were live within the Games section of the Yippi app.

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.

~~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. The Yippi App provides a platform for 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.

~~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 have been developed and are currently functioning within the Yippi app: 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 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 dozens of 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.

~~A.I.,(artificial intelligence) is the simulation of human intelligence processes by machines, especially computer systems. These processes include learning, reasoning and self-correction.~~

AI within Yippi was launched in June 2018 with the introduction of Hungry Bear, an AI robot customer service chat box. When a user enters a question in Hungry Bear, the AI chat box will provide immediate answers to the questions.

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.~~

In addition to ~~Read & Burn,~~TogaGo, we ~~developed another version~~also 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 is~~December 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.~~

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.

~~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.~~

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 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.

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.~~

~~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 looking~~who opens the Yippi App at ~~trends and opportunities to enhance~~least 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 ~~markets~~market for our Yippi App ~~are~~is 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 ~~assure~~provide assurances that we will have adequate capital to modify our Yippi App or develop new ~~apps.~~applications.

In an effort to increase our ~~ability~~daily active users and monthly active users, our marketing strategy focuses on three areas: (i) Market Penetration; (ii) Yippi Publicity; and (iii) Market Development.

Market Penetration. Market Penetration focuses on engaging key opinion leaders and agencies to ~~plan~~help increase our publicity and contests within Yippi. We also intend to engage in corporate branding on social media and increase our internet presence.

Yippi Publicity. Yippi Publicity focuses on corporate social responsibility (such as raising money for ~~further development~~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 have also engaged in a series of branding campaigns, or sponsorships, with selected corporate entities in the Asian region, specifically Southeast Asia. For example, we have partnered with AirAsia Academy in cross-promotion and sponsorship of the academy players in badminton competitions since July 2018. We also sponsored the Panagbenga Flower Festival in the Philippines in February 2019, which festival was the marketing promotion that created brand awareness of the Yippi App ~~distribution~~throughout Asia.

Market Development. Market Development focuses on contests within the Yippi App to connect users to each other and ~~promotional activities will~~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 the Yippi App. The contests encompass questions, quizzes, personal preferences, and favorite pictures, among others, all of which are intended to increase engagement among users through their participation of commenting and sharing on their social walls. The winners are picked based on the criteria 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 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).

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 report, all agreements with the members have expired.

The Yippi App is free for users and can be downloaded through the Apple App Store, Google Play, or the Amazon App Store. We are focused on increasing our users. Currently, our users are concentrated in Indonesia, Malaysia, China, Philippines, Vietnam, and Taiwan. The Yippi App is also available to users in the United States; however, the TRT feature within the Yippi App is not available to users in the United States.

We compete with companies that focus on mobile social engagement and advertising. Many of these companies, such as Apple; Facebook Inc. (“Facebook”), which owns and operates the applications Facebook, Instagram, and WhatsApp; Tencent Holdings, Ltd., which owns and operates the application WeChat; Snap Inc., which owns and operates the application Snapchat; Google, LLC (“Google”), which owns and operates YouTube; and Twitter, Inc. (“Twitter), which owns and operates the social networking service known as Twitter, have significantly ~~affected~~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 by attracting and retaining our users’ attention, both in terms of reach and engagement. We focus on constantly improving and expanding the Yippi App and related features, as described below under “New Product Development.”

Finally, we also compete for advertising revenue, especially with respect to video and other highly engaging formats. We believe our ability to ~~anticipate~~compete depends primarily on our reach and ~~adapt~~ability to ~~relatively rapid changes~~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.

Between January and July 31, 2020, we launched new features within the ~~tastes~~Yippi App to enhance our user experience, including, but not limited to, new TRT features and ~~preferences~~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 ~~our~~new features and enhancements to current ~~and potential users. New and different types of entertainment may increase~~features in ~~popularity at~~development that we plan to incorporate into the ~~expense of mobile apps. A decline in the popularity of apps in general, or our~~ Yippi App in ~~particular, would harm~~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.

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 the coronavirus (“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.

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 ~~prospects.~~Japan can purchase our “Eostre” branded products directly from Eostre Bhd.

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 ~~may~~did not ~~be successful~~sell our products directly to consumers. These independent sales agents distributed our products through direct marketing networks in ~~developing additional features~~our principal markets. In Indonesia and ~~functionality~~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 ~~Yippi App.~~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.

~~Description~~Because of ~~Business~~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.

In connection with ~~locations~~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. Toga’s operations~~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 ~~these jurisdictions are conducted through various subsidiaries and branch offices, which are described below.~~

~~TOGL Technology Sdn. Bhd., Malaysia~~the operation of our direct marketing sales activities.

In ~~September 2017,~~order to effectuate this new business model, we are acquiring 100% of the ~~Company incorporated TOGL,~~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 ~~wholly-owned subsidiary~~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, 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. ~~TOGL offers technology~~Subject to the “Direct Sales and ~~professional~~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.

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 ~~facilitate~~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.

Since the 1990s, the use of ~~technology~~direct selling and network marketing sales channels has grown in popularity and general acceptance, including acceptance by ~~enterprises~~prominent investors and ~~end users. These~~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 ~~include software development, integration, maintenance, mobile services and web applications. TOGL is also instrumental~~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 ~~development and upgrades to~~Asia/Pacific marketplace by approximately 68.4 million independent sales agents operating in the ~~Yippi App.~~Asia/Pacific marketplace.

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 ~~Resonance Technology (T-RT). This technology has been used~~Japan, both of which had direct marketing networks in Malaysia and ~~embedded into~~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. ~~T-RT~~

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 ~~three-step prosperity process where~~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.

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.

Eostre Bhd. relies on its network of independent sales agents to sell the products. 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 sell our products ~~are programmed with an array~~to wellness-minded consumers, typically adults between the ages of ~~natural frequencies that resonate with~~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 body's natural energy frequencies. It reinforces the body's resonance, returning it to a clearer and more balanced natural state. To date, T-RT has the following 6 features namely Mind Enhancement, Quantum Nutrition, Sleep Enhancement, Relaxation, Quantum Nutrition and Wave. TOGL is continuing to develop more advanced features for potential subscription in the future.Philippines.

TOGL has strong development experience in instant messaging (IM) application which allows cross platform communication e.g. iOS, Android and Windows. Services or features of IM including A.I. Beauty Call which allows improving user facial appearance in the video call in real-time, Secret Chat which allows secure and untraceable communication, Whiteboard which allows user to illustrate the idea by drawing during calling, Auto Translate which allows seamlessly communication without language barrier and others. All these can be further customized based on customer requirements.

TOGL develops a Social Platform which is highly customizable for different needs. This platform supports both iOS/Android front end and server backend for administrative. It can let users to upload photos, video, text moments to share their life experience and get interaction from theirs friends and family. Live streaming feature is also integrated into the platform. This social platform also has a Credit Point module which user can top-up credit point (e.g. Google Playstore In-App purchase) and buy virtual gift to give to the live streamer as tipping rewards. Currently Yippi App is using this Social Platform for its social messaging application. These services had been package into API as a service to be provided to potential clients.

~~PT TOGL Technology Indonesia is an Indonesian subsidiary of TOGL Technology Sdn Bhd. It was registered on May 24, 2019. Its business plan consists of technology~~We purchase white labeled products and ~~professional services~~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 ~~facilitate~~ the ~~use of technology by enterprises and end users. These services include software development, integration, maintenance, mobile services and web applications.~~

~~PT Toga International Indonesia is a subsidiary of Toga Limited and possess a direct selling license~~products that we sell, nor do we have exclusive rights to sell such products. We have competition risk in ~~Indonesia. The main business activities of is retail and selling energy and facial~~that we cannot ensure that we will continue to be able to source our products ~~via direct selling agents through exhibitions, healthy introduction seminars and etc.~~

~~Currently, PT Toga offers four (4) types of products: Eostre Energy pendant, Eostre Bio Disc, Eostre Brightening Serum and Eostre Aqua Refresher Spray.~~

~~- Eostre Energy Pendant enhances blood circulation, improves cell reproduction, strengthens immune system, assists in the recuperation of the nervous system and increases attention span.~~

~~- Eostre Bio-Disc energizes water, which in turn prolongs the lifespan of flowers and improves absorption and efficacy of skin care products.~~

~~- Eostre Brightening Serum maintains skin moisture and elasticity, tightens the skin and increases collagen productions.~~

~~- Eostre Refresher Spray refreshes and cleanses the skin~~ from ~~dirt and also works as an anti-oxidant and moisturizer.~~

TOGL opened a branch office in Taiwan in September 2017. The Taiwan branch possess a direct selling license. The main business activities of is retail and selling healthy and energy products via direct selling agents through exhibitions, healthy introduction seminars and etc.

~~Currently TOGL’s branch office in Taiwan is selling three (3) types of health-related products - a supplement product and two (2) energy products (Eostre Bio Disc and Eostre Energy Pendant).~~

~~Toga Vietnam Company Limited~~our third-party suppliers, at competitive prices.

In ~~January 2019, TOGL formed a wholly-owned subsidiary, Toga Vietnam Company Limited~~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 Vietnam (“Toga Vietnam). Toga Vietnam’s registered lines of business include consulting and repair services related to computer hardware installation, maintenance and repair of machines, including computers and office equipment; software and system consulting, systems analyst, design, maintenance and data processing services; consulting and repair services, programming, software, database, information technology services; and non-specialized wholesale trade, including the importation and distribution of goods in accordance with the laws of Vietnam.

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 during the fiscal-year ended July 31, 2019.

~~Our net loss~~our principal markets. Except for the ~~three-month period ended October 31, 2019 was $3,828,342 compared to a net loss~~“Eostre” product branding and marketing, we are aware of ~~$335,463 for~~one such competitor who sells identical products (with the ~~three-month period ended October 31, 2018. The increase in net loss between the comparable periods was primarily attributable to an increase in general~~competitor’s own marketing and ~~administrative expenses and compensation.~~

During the three-month period ended October 31, 2019, we generated revenue of $2,745,986, compared to $742,753 for the three-month period ended October 31, 2018. The increase was due to advertising revenue generated of approximately $930,000 from Yippi apps and direct marketing sales of $1.7M generated during the three months ended October 31, 2019. The increase was also duebranding applied to the ~~selling of inventory~~underlying product) to the Eostre Energy Crystal Pendant, Eostre Vitality Pendant, Eostre Quantum Disc, Eostre Ohrus, Eostre Life Force Diffuser, Essential Young Serum, and ~~product~~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.

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.

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, and the parties to the Subtle Collaboration Agreement will revisit this financial arrangement in December 2020. 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 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 shall 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, 2020, and may be renewed by mutual written agreement of the parties. The Gintell Sponsorship Agreement expires on December 31, 2020, unless terminated earlier or renewed pursuant to 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 Yipp App’s E-Ship, 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.

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 shall be solely entitled to commercialize the intellectual property developed under the Project, and any profits derived from the commercialization shall 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.

During the ~~three-month period~~fiscal year ended ~~October~~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 25, 2021 these agreements are still in effect.

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. We are closely monitoring developments and are taking steps to mitigate the potential risks related to the COVID-19 pandemic to us, our employees, and our customers. To protect our employees while continuing to provide the services needed by our clients, we limited customer contact and minimized employee contact with other employees by having our employees work remotely.

On March 19, 2020, the Movement Control Order (MCO) was issued by the Malaysian Prime Minister, which reduced movement within Malaysia and cancelled all non-essential travel and limited travel from outsiders deemed as non-essential. Eventually, the MCO was lifted as of June 9, 2020, and certain safe-distance and other controlling protocols were put into place, which are now in effect until December 31, 2020.

Our offices in Malaysia closed as a result of the MCO, and our office-based employees located both in Malaysia, Vietnam, Indonesia, and in the United States have been working remotely since the middle of March. All of our employees have been able to continue to address customer needs in a timely fashion. Travel remains restricted to limit the risk of our employees coming in contact with COVID-19.

As a result of COVID-19, we have terminated certain agreements with Agel and Toga Japan. Please see Item 1. Business, Recent Changes to the Eostre Business, for additional information.

Through July 31, 2020, we have not had any of our employees contract COVID-19. Should a significant number of our employees contract COVID-19, our ability to serve our customers in a timely fashion could be negatively impacted on our ability to serve customers in a timely fashion.

In addition to the termination of the License Agreements and the Yipps Agreement, COVID-19 also has negatively impacted our business with respect to TogaGo revenue. The MCO restricted travel, which resulted in customers not booking travel and hotels through the Yippi app. TogaGo’s revenue decreased by 50% in the year ended July 31, 2020. However, we expect TogaGo’s revenue to increase once the MCO and travel restrictions are lifted.

Further, while we have not yet experienced any interruption to our normal materials and supplies process, it is impossible to predict whether COVID-19 will cause future interruptions and delays.

Three-Months Ended April 30, 2019 ~~we incurred~~Compared to April 30, 2018

Total revenue increased by approximately $1 million during the quarter ended April 30, 2019, compared to the prior year, due primarily to the management fees paid by Agel Enterprise International Sdn Bhd. (“Agel”) to TOGL pursuant to the General Service Fee Agreement between TOGL and Agel, dated January 1, 2018, as amended on March 31, 2018 (the “General Service Fee Agreement”), and the sales of our Eostre products by third party agents in Indonesia through our subsidiary, PT Toga Indonesia. We also sold products to Agel to sell to their direct selling agents.

Gross profits also increased by approximately $940,000 during the quarter ended April 30, 2019, compared to the prior year, again, primarily due to the increase in management fees and product sales. Gross Margins increased from (5.72)% to 83.96% driven by an increase in revenue attributable to the introduction of a high margin business of management and information technology, as well as product sales with low cost of goods ~~sold of $2,408,362~~sold. The Company has continued to invest in the Yippi app, with an approximately $130,000 investment made in the technology during the quarter ended April 30, 2019, as opposed to an approximately $78,000 investment made in the corresponding period for 2018.

Net loss increased by approximately $6.8 million, or 1,549%, in the quarter ended April 30, 2019, compared to ~~$266,822 for~~ the ~~three-month~~prior year period, ~~ended October 31, 2018. The increase was mainly~~ due to ~~cost incurred for~~ the ~~development~~increase in operating expenses primarily attributed to the increase in stock-based compensation of ~~Yippi apps during~~approximately $6.8 million. During the three months ended ~~October 31, 2019. The increase was also due to~~April 30, 2019, the ~~selling~~Company issued 782,948 shares of ~~inventory~~the Company’s common stock as employee compensation.

Our operating performance by segment are as follows for the three months ended April 30, 2019 and ~~product through a direct marketing network.~~2018:

During the ~~three-month period~~three months ended ~~October 31,~~April 30, 2019 ~~we incurred general administrative~~most of the Company’s revenue was derived from management fees generated in Malaysia and product sales generated in Taiwan. Net loss increased by approximately $6.8 million due to the increase in operating expenses primarily attributed to the increase in stock-based compensation of ~~$4,180,742~~approximately $6.8 million in connection with employees located in Malaysia.

Revenue increased by approximately $2.6 million in the nine months ended April 30, 2019, compared to ~~$741,303 incurred for~~ the ~~three-month~~prior year period, ended October 31, 2018. General and administrative fee expenses were primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, advertising and promotion, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions. Thedriven by a $2.3 million increase in revenue generated by new business lines such as product sales and management fees.

Gross profit also increased by approximately $2.2 million in the nine months ended April 30, 2019, compared to the prior year period, due to the new business lines. The Company has invested significantly in staff and infrastructure, which are in the early implementation stage, but management expects reductions in our general and administrative expenses ~~is primarily~~as a percentage of revenue.

Net loss increased by approximately $5.3 million, or 168%, in the nine months ended April 30, 2019, compared to the prior year period, due to ~~commencing operations through subsidiaries during~~ the ~~three-month period ended October 31, 2019. During~~increase in operating expenses primarily attributed to the ~~three-month period ended October 31, 2019, we incurred research~~increases in salary and ~~development costs~~wages including in stock-based compensation of ~~$nil compared to $59,706~~approximately $6.8 million offset by an increase in gross profit of approximately $2.2 million and a decrease in other expense of approximately $2.3 million.

Our operating performance by segment are as follows for the ~~three-month period~~nine months ended ~~October 31, 2018.~~April 30, 2019 and 2018:

During the ~~three-month period~~nine months ended ~~October 31,~~April 30, 2019 ~~we incurred depreciation~~most of ~~$50,803 compared~~the Company’s revenue was derived from management fees generated in Malaysia and product sales generated in Taiwan. Net loss increased by approximately $5.3 million due to ~~$10,524 for~~ the ~~three-month period ended October 31, 2018.~~increase in operating expenses primarily attributed to the increase in stock-based compensation of approximately $6.8 million in connection with employees located in Malaysia.

~~During the three-month period ended October 31, 2019, we recognized other income~~Plan of $65,980 compared to other expense of $139 for the three-month period ended October 31, 2018. Other income consists of interest expense of $385 and other interest income of $66,365 form bank deposits in bank for the three-month period ended October 31, 2019 compared to interest expense of $35 and other interest income of $174 for the three-month period ended October 31, 2018.Operation

~~The Company’s~~Our current business ~~activity does~~activities do not at this time provide positive cash flow, although ~~the Company has~~we commenced generating ~~revenue.~~revenue during the third quarter ended April 30, 2018. During the next twelve months, we anticipate incurring costs related to:

We believe that we are nearing the point where we will commence generating a net profit on a quarterly basis from advertising within the Yippi App, although we cannot predict exactly when this will occur. We have begun generating gross revenues and believe our revenue will increase during the current fiscal year. During the prior fiscal year, the Company temporarily adopted selling product through a direct marketing method to assist the Company to generate cash flow to support its operations while the Company continues to develop the Yippi App. We believe that in order to grow our business going forward, we will need to continue to invest in marketing and advertising of our Yippi ~~App~~app and for our Eostre Business throughout Asia. Because of this, we expect going forward to continue to invest heavily in marketing and advertising. We believe we will be able to meet our operating costs and additional marketing and advertising in excess of our revenues, through additional amounts, as necessary, to be loaned to or invested in us by our stockholders and management, although no agreements have been entered into with anyone.

As of ~~October 31,~~April 30, 2019, our total assets were ~~$19,669,122~~$10.7 million, and our total liabilities were ~~$8,577,144~~$3.8 million. Liabilities were comprised primarily of current liabilities of $3.8 million, of which included accounts payable and accrued liabilities ~~due to related parties~~of $762,000 and ~~notes due to related parties,~~ deferred revenue ~~income tax payable and operating lease liabilities~~of $2.7 million.

As of July 31, 2019, our total assets were $21,006,426 and our total liabilities were $6,090,089 comprised of accounts payable and accrued liabilities, due to related parties, notes due to related parties, deferred revenue and income tax payable.

~~Stockholders’~~Our stockholders’ equity ~~of Toga Ltd. decreased~~increased from ~~$14,857,969~~$2.5 million as of July 31, ~~2019~~2018 to ~~$11,035,233~~$6.8 million as of ~~October 31, 2019 due to a net loss during the three months ended October 31, 2019~~April 30, 2019.

We had ~~$12,902,002 of~~$2.8 million in cash as of ~~October 31,~~April 30, 2019, and the Company had assets to meet ongoing expenses or debts that may accumulate. Accumulated deficit was ~~$28,037,066~~$22.8 million as of ~~October 31,~~April 30, 2019 compared to accumulated deficit of ~~$24,210,347~~approximately $14.4 million as of July 31, ~~2019. As of October 31, 2019, we had~~2018.

Our working capital increased by $221,000 from $1.0 million at July 31, 2018, to $1.3 million at April 30, 2019, due primarily to the increase in our current assets for the increase by cash and cash equivalents of ~~$6,523,923.~~$1.8 million and prepaid expense and other current assets of $1.9 million and the increase in our current liabilities for the increase in accounts payable and accrued liabilities of $581,000 and deferred revenue of $2.6 million.

~~We have~~As of April 30, 2019 we had not generated ~~significant~~ positive cash flow from operating activities. For the ~~three-month~~nine-month period ended ~~October 31,~~April 30, 2019, net cash flows used in operating activities was ~~$1,962,207. Net cash~~$101,000 compared to $627,000 used during the nine-month period ended April 30, 2018. Cash flows used in operating activities ~~was $357,027~~ for the ~~three-month period~~nine-months ended ~~October 31, 2018. The increase~~April 30, 2019, comprised of a net loss of $8.5 million, which was reduced by non-cash expenses of $42,000 for depreciation and $6.8 million for stock-based compensation and a net change in ~~net cash~~working capital of $1.5 million. Cash flows used in operating activities ~~was mainly due to~~for the ~~increase in~~nine-months ended April 30, 2018, comprised of a net loss of $3.2 million, which was reduced by non-cash expenses of $3,000 for depreciation and ~~increase~~$2.3 million for loss on settlement of debt and a net change in ~~inventories.~~working capital of $229,000.

During the ~~three-month periods~~nine-month period ended ~~October 31,~~April 30, 2019, we used $198,000 in investing activities for the purchase of property and equipment. During the nine-month period ended April 30, 2018, we used ~~$77,769 and $20,566, respectively,~~$63,000 for the purchase of property and equipment.

We have financed our operations primarily from either advances and loans from related and third parties or the issuance of equity instruments. For the ~~three-month~~nine-month period ended ~~October 31,~~April 30, 2019, net cash provided by financing activities was ~~$62,525,~~$2.2 million, consisting of ~~advances~~proceeds from the sale of shares of our common stock of $2.1 million and ~~repayment~~proceeds from related ~~parties.~~parties of $127,000, offset by repayment to related parties of $75,000. For the ~~three-month~~nine-month period ended ~~October 31,~~April 30, 2018, net cash provided by financing activities was ~~$1,249,938,~~$1.2 million, consisting of proceeds from the sale of shares of our common stock of $840,000 and ~~advances and repayment~~proceeds from related ~~parties.~~parties of $1.4 million, offset by repayment to related parties of $1.1 million.

We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact on our business operations and any associated risks related to these policies are discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported or expected financial results.

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with U.S. GAAP. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

The material estimates for our company are that of the stock-based compensation recorded for options. The fair values of options are determined using the Black-Scholes option pricing model. We have no historical data on the accuracy of these estimates. The estimated sensitivity to change is related to the various variables of the Black-Scholes option pricing model. The specific quantitative variables are included in the notes to the consolidated financial statements.

We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For our critical accounting policies and estimates for “Revenue Recognition” and “Leases” see Note 1, Summary of Significant Accounting Policies, to the unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report. Other than the policy changes disclosed in Note 1, Summary of Significant Accounting Policies, to the unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this Quarterly Report, there have been no material changes to our critical accounting policies and estimates during the nine months ended April 30, 2019 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2019.

Management believes that current available resources are sufficient to fund the Company’s operations over the next 24-36 months. This could change if the Company elects to commit cash reserves to the acquisition of intellectual property or software or other business enterprises to enhance or increase its features in the Yippi App.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to an investor in our securities.

~~Pursuant to Item 305(e)~~We are a “smaller reporting company” as defined by Rule 12b-2 of ~~Regulation of S-K (§229.305(e)),~~ the ~~Company is~~Exchange Act and are not required to provide the information required byunder this ~~Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).~~Item.

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Commission’s~~SEC’s rules and ~~forms. Disclosure controls~~forms, and ~~procedures include, without limitation, controls and procedures designed to ensure~~ that such information ~~required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act~~ is accumulated and communicated to the ~~issuer’s~~Company’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this ~~quarterly report.~~Quarterly Report. Based on that evaluation, the Company’s management, including the ~~Principal~~Chief Executive Officer and ~~Principal~~Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period ending ~~October 31,~~April 30, 2019 or subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~This quarterly report does not include an attestation report~~In response to the COVID-19 pandemic, our accounting employees began working remotely beginning in mid-March 2020. We are continually monitoring and assessing the impact of the ~~Company’s registered public accounting firm regarding~~COVID-19 pandemic on our internal ~~control over financial reporting. Management’s report was not subject~~controls to ~~attestation by~~minimize the ~~Company’s registered public accounting firm pursuant~~impact to ~~temporary rules of the SEC that permit the Company to provide only management’s report in this quarter report.~~their design and operating effectiveness while these employees work remotely.

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.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

These issuances of shares of the Company’s common stock are qualified for the exemption from registration contained in Section 4(a)(2) of the Securities Act.

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

x ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT	~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

	~~For the quarterly period ended~~ ~~October 31, 2019~~

¨	~~TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT~~

	For the transition period from ____________ to ______________

Nevada		98-0568153
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of Each Class		Trading Symbol(s)		Name of each Exchange on which registered
N/A		N/A		N/A

Large accelerated filer	¨☐	Accelerated filer	¨ ☐
Non-accelerated filer	x☒	Smaller reporting company	x☒
		Emerging growth company	x☐

		Page

PART I. FINANCIAL INFORMATION				4
Item 1.	Financial Statements		3
	~~Unaudited Condensed Consolidated Balance Sheets as of October 31, 2019 and July 31, 2019~~		3
	~~Unaudited Condensed Consolidated Statements of Operations for the Three Months ended October 31, 2019 and October 31, 2018~~		4
	~~Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months ended October 31, 2019 and October 31, 2018~~		6
	~~Unaudited Condensed Consolidated Statements of Changes in Stockholder Equity (Deficit) for the Three Months ended October 31, 2019 and 2018~~		5
	~~Notes to the Unaudited Condensed Financial Statements~~		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		3238
Item 4.	Controls and Procedures		3238

PART II. OTHER INFORMATION				39
Item 1.	Legal Proceedings		3339
Item 1A.	Risk Factors		3339
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3339
Item 3.	Defaults Upon Senior Securities		3339
Item 4.	Mine Safety Disclosures		3339
Item 5.	Other Information		3339
Item 6.	Exhibits		3340

SIGNATURES			3441

		Page

Condensed Consolidated Balance Sheets as of April 30, 2019 and July 31, 2018 (Unaudited)		5
Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended April 30, 2019 and 2018 (Unaudited)		6
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Nine Months Ended April 30, 2019 and 2018 (Unaudited)		7
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended April 30, 2019 and 2018 (Unaudited)		8
Notes to Condensed Consolidated Financial Statements (Unaudited)		10

	Three months ended						Nine months ended
	April 30,						April 30,
	2019			2018			2019			2018
	(Restated)						(Restated)
Revenue	$	522,492		$	73,988		$	1,443,438		$	73,988
Revenue from related party		592,624			-			1,270,814			-
Total Revenue		1,115,116			73,988			2,714,252			73,988

Cost of goods sold		178,814			78,218			495,480			78,218
Gross profit (loss)		936,302			(4,230	)		2,218,772			(4,230	)

OPERATING EXPENSES
General and administrative expenses		483,431			163,800			1,317,744			356,889
Salaries and wages		7,333,695			135,980			8,224,676			185,386
Professional fees		216,824			131,482			846,465			309,431
Depreciation		18,311			3,356			41,974			3,356
Total Operating Expenses		8,052,261			434,618			10,430,859			855,062

LOSS FROM OPERATIONS		(7,115,959	)		(438,848	)		(8,212,087	)		(859,292	)

OTHER INCOME (EXPENSE)
Interest income		4,112			-			6,833			-
Interest expense		(118	)		-			(185	)		(383	)
Loss on settlement of debt		-			-			-			(2,300,327	)
Total Other Income (Expense)		3,994			-			6,648			(2,300,710	)

Loss before Income Taxes		(7,111,965	)		(438,848	)		(8,205,439	)		(3,160,002	)

Income Tax Provision		(124,593	)		-			(268,893	)		-

NET LOSS	$	(7,236,558	)	$	(438,848	)	$	(8,474,332	)	$	(3,160,002	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments		(121,785	)		(116,585	)		(26,407	)		(103,828	)
TOTAL COMPREHENSIVE LOSS	$	(7,358,343	)	$	(555,433	)	$	(8,500,739	)	$	(3,263,830	)

BASIC AND DILUTED NET LOSS PER COMMON SHARE:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		89,036,190			263,308,592			80,222,349			262,765,549
NET LOSS PER COMMON SHARE		(0.08	)		(0.00	)	$	(0.11	)	$	(0.01	)

	Three Months Ended
	October 31,
	2019			2018

Revenue	$	2,745,986		$	742,753
Cost of goods sold		2,408,362			266,822
Gross profit		337,624			475,931

OPERATING EXPENSES
General and administrative expenses		4,180,742			741,303
Research and development		-			59,706
Depreciation		50,803			10,524
Total Operating Expenses		4,231,545			811,533

LOSS FROM OPERATIONS		(3,893,921	)		(335,602	)

OTHER INCOME (EXPENSE)
Interest income		66,365			174
Interest expense		(385	)		(35	)
Total Other Income (Expense)		65,980			139

Loss before Income Taxes		(3,827,941	)		(335,463	)

Income Tax Provision		(401	)		-

Net Loss	$	(3,828,342	)	$	(335,463	)
Less: Net Loss attributable to non-controlling interest		(1,623	)		-
Net Loss attributable to Toga Ltd.		(3,826,719	)		(335,463	)

OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments		(40,487	)		(27,507	)
Total Comprehensive Loss	$	(3,868,829	)	$	(362,970	)

BASIC AND DILUTED NET LOSS PER COMMON SHARE:
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		90,759,165			71,695,762
NET LOSS PER COMMON SHARE	$	(0.04	)	$	(0.00	)

																Accumulated
	Common Stock									Additional						Other						Total
	Number of Shares			Amount			Subscription Receivable			Paid-in Capital			Accumulated Deficit			Comprehensive Income			Non-controlling Interest			Stockholders' Equity

Balance - July 31, 2019		90,762,893		$	9,076		$	(3,000	)	$	38,993,002		$	(24,210,347	)	$	69,238		$	58,368		$	14,916,337
Cancellation of common shares		(24,614	)		(2	)		-			2			-			-			-			-
Reissuance of previously cancelled shares		20,000			2			-			(2	)		-			-			-			-
Issuance of stock options		-			-			-			44,470			-			-			-			44,470
Other comprehensive loss		-			-			-			-			-			(40,487	)		-			(38,864	)
Net loss		-			-			-			-			(3,826,719	)		-			(1,623	)		(3,828,342	)
Balance - October 31, 2019		90,758,279		$	9,076		$	(3,000	)	$	39,037,472		$	(28,037,066	)	$	28,751		$	56,745		$	11,091,978

															Accumulated
															Other
	Common Stock									Additional					Comprehensive			Total
	Number of Shares			Amount			Subscription Receivable			Paid-in Capital		Accumulated Deficit			Income (Loss)			Stockholders' Equity

Balance - July 31, 2018		69,586,517		$	6,959		$	(3,000	)	$	16,942,861	$	(14,351,459	)	$	(53,996	)	$	2,541,365
Issuance of common shares for cash		6,270,762			627			-			1,253,524		-			-			1,254,151
Cancellation of common shares		(20,000	)		(2	)		-			2		-			-			-
Other comprehensive loss		-			-			-			-		-			(27,507	)		(27,507	)
Net loss		-			-			-			-		(335,463	)		-			(335,463	)
Balance - October 31, 2018		75,837,279		$	7,584		$	(3,000	)	$	18,196,387	$	(14,686,922	)	$	(81,503	)	$	3,432,546
Issuance of common shares for cash		2,993,121			299			-			598,327		-			-			598,626
Issuance of common shares for digital currency		8,575,916			857			-			3,802,823		-			-			3,803,680
Other comprehensive income		-			-			-			-		-			122,885			122,885
Net loss		-			-			-			-		(902,311	)		-			(902,311	)
Balance - January 31, 2019		87,406,316		$	8,740		$	(3,000	)	$	22,597,537	$	(15,589,233	)	$	41,382		$	7,055,426
Issuance of common shares for cash		1,226,479			123			-			245,173		-			-			245,296
Issuance of common shares for digital currency		396,293			40			-			79,218		-			-			79,258
Issuance of common shares for services		782,948			78			-			6,805,219		-			-			6,805,297
Other comprehensive income		-			-			-			-		-			(121,785	)		(121,785	)
Net loss		-			-			-			-		(7,236,558	)		-			(7,236,558	)
Balance - April 30, 2019		89,812,036		$	8,981		$	(3,000	)	$	29,727,147	$	(22,825,791	)	$	(80,403	)	$	6,826,934

~~Building~~		~~20 years~~
~~Renovation~~		~~1 to 5 years~~
~~Fixtures and Furniture~~		~~4 to 5 years~~
~~Tools and Equipment~~		~~4 to 5 years~~
~~Vehicles~~		~~3 to 5 years~~
~~Computer Equipment~~		~~4 to 5 years~~

	1)	Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date.
	2)	Equity at historical rates.
	3)	Revenue and expense items at the average rate of exchange prevailing during the period.

	-	~~sale of products through a direct marketing network (approximately $1.7 million)~~
	-	~~management fees and information technology fees ($60,000)~~
	-	~~Yippi in-app purchase (approximately $1 million)~~

	·	~~Agel Enterprise International Sdn Bhd: 45%~~
	·	Others: ~~55%~~53%

	-	Malaysia (TOGL Technology Sdn. Bhd): ~~47%~~
	-	~~Indonesia (PT. Toga International Indonesia): 51%~~93%
	-	United States (Toga Limited): 2%7%

	·	~~On September 9, 2019, the Company issued 20,000 shares of common stock to Agel Enterprises. The shares of common stock had previously been paid for.~~

	·	~~During the three months ended October 31, 2019, the Company cancelled 24,614 shares of common stock.~~

~~During the year ended July 31, 2019, the Company issued 21,196,376 shares of common stock, as follows:~~

	·	10,490,362 shares of common stock for cash of $2,098,073 to Agel, ~~Enterprise International Sdn Bhd~~who is a related party, at a price of $0.02 per share.
	·	8,972,209 shares of common stock issued for $3,882,938 of digital currency (see Note 4)
	·	~~9,078,998 shares of common stock issued for $4,878,440 of digital currency~~

	·	~~1,156,539~~782,948 shares of common stock issued valued at ~~$10,015,674~~$6,805,297 for employee compensation

	·	~~470,477 shares of common stock issued for the acquisition of real properties valued at $3,999,054~~

	For the three months ended October 31, 2019
Fair values	$	12.30
Exercise price	$	0.20
Expected term at issuance	2 years
Expected average volatility		169.92	%
Expected dividend yield		—
Risk-free interest rate		1.73	%

							Average
			Weighted		Weighted		Remaining
			Average		Average		Contractual
	Options		Exercise		Grant Date		Life
	Outstanding		Price		Fair Value		(Years)
Balance – July 31 2018		-	$	-	$	-	$	-
Options issued		120,000		0.30		8.84		1.63
Options expired		-		-		-		-
Options exercised		-		-		-		-
Balance – July 31, 2019		120,000	$	0.30	$	8.84	$	1.63
Options issued		3,662		0.20		12.30		1.75
Options expired		-		-		-		-
Options exercised		-		-		-		-
Balance – October 31, 2019		123,662	$	0.30	$	9.01	$	1.39

	Originally			Restatement			As
ASSETS	Reported			Adjustment			Restated
Current Assets
Prepaid expense and other current assets	$	346,812		$	1,528,986		$	1,875,798
Total Current Assets		3,588,409			1,528,986			5,117,395

TOTAL ASSETS	$	9,147,532		$	1,528,986		$	10,676,518

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Deferred revenue	$	676,559		$	1,988,916		$	2,665,475
Total Current Liabilities		1,860,668			1,988,916			3,849,584

Stockholders’ Equity
Accumulated deficit		(22,365,861	)		(459,930	)		(22,825,791	)
Total Stockholders’ Equity		7,286,864			(459,930	)		6,826,934
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,147,532		$	1,528,986		$	10,676,518

Three Month Ended April 30, 2019	Originally						Restatement			As
	Reported			Reclassification			Adjustment			Restated
Revenue	$	2,511,408		$	-		$	(1,988,916	)	$	522,492
Revenue from related party		592,624			-			-			592,624
Total Revenue		3,104,032			-			(1,988,916	)		1,115,116

Cost of goods sold		1,700,357			(1,276,062	)		(245,481	)		178,814
Gross profit		1,403,675			1,276,062			(1,743,435	)		936,302

OPERATING EXPENSES
General and administrative expenses		1,169,397			597,539			(1,283,505	)		483,431
Salaries and wages		-			7,333,695			-			7,333,695
Professional fees		-			216,824			-			216,824
Stock based compensation		6,805,297			(6,805,297	)		-			-
Research and development		66,699			(66,699	)		-			-
Depreciation		18,311			-			-			18,311
Total Operating Expenses		8,059,704			1,276,062			(1,283,505	)		8,052,261

LOSS FROM OPERATIONS		(6,656,029	)		-			(459,930	)		(7,115,959	)

Loss before Income Taxes		(6,652,035	)		-			(459,930	)		(7,111,965	)

NET LOSS	$	(6,776,628	)	$	-		$	(459,930	)	$	(7,236,558	)

Basic and Diluted Net Loss Per Common Share:
Weighted Average Number of Shares Outstanding		89,036,190									89,036,190
Net Loss Per Common Share	$	(0.08	)	$	-		$	(0.00	)	$	(0.08	)

Nine Month Ended April 30, 2019	Originally						Restatement			As
	Reported			Reclassification			Adjustment			Restated
Revenue	$	3,432,354		$	-		$	(1,988,916	)	$	1,443,438
Revenue from related party		1,270,814			-			-			1,270,814
Total Revenue		4,703,168			-			(1,988,916	)		2,714,252

Cost of goods sold		2,580,570			(1,839,609	)		(245,481	)		495,480
Gross profit		2,122,598			1,839,609			(1,743,435	)		2,218,772

OPERATING EXPENSES
General and administrative expenses		2,888,342			(287,093	)		(1,283,505	)		1,317,744
Salaries and wages		-			8,224,676			-			8,224,676
Professional fees		-			846,465			-			846,465
Stock based compensation		6,805,297			(6,805,297	)		-			-
Research and development		139,142			(139,142	)		-			-
Depreciation		41,974			-			-			41,974
Total Operating Expenses		9,874,755			1,839,609			(1,283,505	)		10,430,859

LOSS FROM OPERATIONS		(7,752,157	)		-			(459,930	)		(8,212,087	)

Loss before Income Taxes		(7,745,509	)		-			(459,930	)		(8,205,439	)

NET LOSS	$	(8,014,402	)	$	-		$	(459,930	)	$	(8,474,332	)

Basic and Diluted Net Loss Per Common Share:
Weighted Average Number of Shares Outstanding		80,222,349									80,222,349
Net Loss Per Common Share		(0.10	)		-			(0.01	)		(0.11	)

Three Months Ended October 31, 2019	USA			Malaysia			Taiwan			Vietnam			Indonesia			Total
Revenue	$	60,000		$	975,118		$	308,472		$	-		$	1,402,396		$	2,745,986
Cost of goods sold		-			1,680,491			40,684			-			687,187			2,408,362
Gross profit		60,000			(705,373	)		267,788			-			715,209			337,624

OPERATING EXPENSES
General and administrative expenses		528,298			1,269,705			612,420			7,962			1,762,357			4,180,742
Depreciation		1,256			41,576			1,777			-			6,194			50,803
Total Operating Expenses		529,554			1,311,281			614,196			7,962			1,768,552			4,231,545

LOSS FROM OPERATIONS		(469,554	)		(2,016,654	))		(346,409	)		(7,962	)		(1,053,342	)		(3,893,921	))

OTHER INCOME (EXPENSE)		2,382			24,025			-			27			39,546			65,980

Loss before Income Taxes		(467,172	)		(1,992,629	)		(346,409	)		(7,935	)		(1,013,797	)		(3,827,941	)

Income Tax Provision		-			(385	)		-			-			(17	)		(401	)

Net Loss	$	(467,172	)	$	(1,993,013	)	$	(346,409	)	$	(7,935	)	$	(1,013,814	)	$	(3,828,342	)

Three Months Ended October 31, 2018	USA			Malaysia		Taiwan			Indonesia			Total
Revenue	$	60,000		$	451,303	$	231,450		$	-		$	742,753
Cost of goods sold		-			246,584		20,238			-			266,822
Gross profit		60,000			204,719		211,212			-			475,931

OPERATING EXPENSES
General and administrative expenses		328,647			94,770		276,575			41,311			741,303
Research and development		-			59,706		-			-			59,706
Depreciation		-			6,149		1,564			2,811			10,524
Total Operating Expenses		328,647			160,625		278,139			44,122			811,533

LOSS FROM OPERATIONS		(268,647	)		44,094		(66,927	)		(44,122	)		(335,602	)

OTHER INCOME (EXPENSE)		-			-		-			139			139

Loss before Income Taxes		(268,647	)		44,094		(66,927	)		(43,983	)		(335,463	)

Income Tax Provision		-			-		-			-			-

Net Loss	$	(268,647	)	$	44,094	$	(66,927	)	$	(43,983	)	$	(335,463	)

As of October 31, 2019	USA		Malaysia		Taiwan		Vietnam		Indonesia		Total
Current assets	$	9,330,627	$	752,375	$	723,562	$	31,776	$	4,040,432	$	14,878,772
Operating lease right-of-use assets		92,565		22,290		13,888		9,295		195,760		333,798
Property and equipment		30,284		4,294,557		16,840		-		103,153		4,444,834
Intangible assets		-		30,862		-		-		-		30,862
Total assets	$	9,453,476	$	5,080,940	$	754,290	$	41,071	$	4,339,345	$	19,669,122

As of July 31, 2019	USA		Malaysia		Taiwan		Vietnam		Indonesia		Total
Current assets	$	9,618,099	$	1,874,078	$	1,016,412	$	35,531	$	4,029,336	$	16,573,456
Property and equipment		-		4,357,148		18,251		-		45,853		4,421,252
Intangible asset - goodwill		-		11,718		-		-		-		11,718
Total assets	$	9,618,099	$	6,242,944	$	1,034,663	$	35,531	$	4,075,189	$	21,006,426

	October 31, 2019
Office Lease	$	333,798
Less: accumulated amortization		-
Right-of-use, net	$	333,798

					As of Oct 31, 2019
					Right-of-use		Lease
Office Premises	Location	Term	Monthly Rent		Assets		Liability
TOGA LTD.	USA	Sep 1 2019 - Aug 31 2020	$	9,383	$	92,565	$	92,565
TOGL TECHNOLOGY SDN BHD	Malaysia	Aug 1 2018 - Jul 31 2020	$	2,503	$	22,291	$	22,291
TOGL TAIWAN BRANCH	Taiwan	Jun 10 2018- Jun 9 2020	$	2,030	$	13,888	$	13,888
TOGA VIETNAM	Vietnam	May 15 2019- May 31 2020	$	1,337	$	9,295	$	9,295
PT TOGL TECHNOLOGY INDONESIA -Menara Mandiri (Cohive) Big room 47	Indonesia	Sept 16 2019 - Dec 15 2019	$	861	$	861	$	861
PT TOGL TECHNOLOGY INDONESIA -Menara Mandiri Small room 86	Indonesia	Sept 9 2019- Dec 8 2019	$	373	$	373	$	373
PT TOGA INTERNATIONAL INDONESIA-office 1 (Plaza Asia)	Indonesia	Feb 1 2019 - Jan 31 2021	$	3,413	$	50,441	$	50,441
PT TOGA INTERNATIONAL INDONESIA-new office 2 (Menara Sudirman)	Indonesia	Aug 1 2019- July 31 2021	$	7,008	$	144,085	$	144,085
					$	333,798	$	333,798

Product	Product Category	Available Markets	Manufactured
Eostre Energy Crystal Pendant	Pendant	Indonesia, Taiwan, Malaysia, and Japan	Korea
Eostre Quantum Disc	Pendant	Indonesia, Taiwan, Malaysia, and Japan	Korea
Eostre Vitality Pendant	Pendant	Indonesia and Malaysia	China
Eostre Sanare Sleep Mat	Home good	Indonesia and Malaysia	Korea
Eostre Life Force Diffuser (humidifier)	Home good	Indonesia and Malaysia	China
Eostre Ohrus (light)	Home good	Malaysia	China
Eostre Smart LED Desk Lamp	Home good	Available in Malaysia in September 2019, but since discontinued	China
Essential Young Serum	Personal care	Indonesia	Indonesia
Perfect Hydrating Spray	Personal care	Indonesia	Indonesia
Healthy 99	Personal care	Taiwan and Japan	Taiwan
Beauty 99	Personal care	Taiwan	Taiwan
Cadalobs Chlorella	Personal care	Taiwan	Taiwan
Toga Dammarane	Personal care	Taiwan	Taiwan
Dammarane Sapogenin	Personal care	Japan	Taiwan

	Product Sales			Advertising			Royalty Fee			Management Fee			Yippi			TogaGo			Software Maintenance & Subscription			Total
Revenue	$	486,395		$	22,720		$	60,000		$	530,487		$	-		$	-		$	15,514		$	1,115,116
Cost of Goods Sold		44,097			-			-			-			133,593			1,124			-			178,814
Gross Profit (Loss)	$	442,298		$	22,720		$	60,000		$	530,487		$	(133,593	)	$	(1,124	)	$	15,514		$	936,302
Gross Margin		90.93	%		100.00	%		100.00	%		100.00	%		-			-			100.00	%		83.96	%

	USA			Malaysia			Taiwan			Vietnam			Indonesia			Total
Revenue	$	60,000		$	568,721		$	486,395		$	-		$	-		$	1,115,116
Gross Profit	$	60,000		$	435,059		$	441,243		$	-		$	-		$	936,302
Gross Margin		100.00	%		76.50	%		90.72	%		-			-			83.96	%
Net Income (Loss)	$	(6,988,670	)	$	(297,545	)	$	93,677		$	(3,333	)	$	(40,687	)	$	(7,236,558	)

	i.	Further development to the Yippi app to add additional features;
	ii.	Marketing the Yippi ~~App~~app to users located throughout Asia;

	~~ii.~~iii.	Developing and marketing the Eostre business throughout Asia;
	iv.	Investigating, analyzing, and consummating potential acquisition or merger opportunities;

	~~iii.~~v.	Other ongoing general and administrative type costs; and

	~~iv.~~vi.	The preparation and filing of ~~the Company’s~~our financial statements and Exchange Act reports.

	Nine months ended
	April 30,						Change
	2019			2018			Amount			%
Cash Flows (used in) operating activities	$	(101,161	)	$	(627,410	)	$	(526,249	)		(83.9	)%
Cash Flows (used in) investing activities		(198,017	)		(62,558	)		135,459			216.5	%
Cash Flows provided by financing activities		2,149,959			1,215,581			934,378			76.9	%
Effects on changes in foreign exchange rate		(98,153	)		(52,017	)		46,136			88.7	%
Net change in cash and cash equivalents during period	$	1,752,628		$	473,596		$	1,279,032			270.1	%

	·	10,490,362 shares of common stock resulting in a total of $2,098,073 cash proceeds from Agel pursuant to a Subscription Agreement entered into between the Company and Agel on May 7, 2018;
	·	8,972,209 shares of common stock for $3,882,938 of digital currency; and782,948 shares of common stock to employees pursuant to an Employee Stock Bonus Agreement.

~~Exhibits:~~

~~31.1~~31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

~~31.2~~31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

~~32.1~~32.1*	Certification of Chief Executive Officer pursuant to Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.2~~32.2*	Certification of Chief Financial Officer pursuant to Section 1350 as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS	XBRL Instance Document*

101.SCH	XBRL Taxonomy Extension Schema Document*

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB	XBRL Taxonomy Extension Label Linkbase Document*

101.PRE	XBRL Taxonomy Presentation Linkbase Document*

	TOGA LIMITED

~~Dated: December 18, 2019~~DATED: January 25, 2021	By:	/s/ Toh Kok Soon
		Toh Kok Soon
		President, Chief Executive Officer and Member of the Board

~~Dated: December 18, 2019~~DATED: January 25, 2021	By:	/s/ Alexander Henderson
		Alexander Henderson
		Chief Financial Officer, Secretary, Treasurer and Member of the Board