Document and Entity Information
Document and Entity Information | 9 Months Ended |
Apr. 30, 2019 | |
Document And Entity Information Abstract | |
Entity Registrant Name | Toga Ltd |
Entity Central Index Key | 0001378125 |
Entity Filer Category | Non-accelerated Filer |
Document Type | S-1/A |
Document Period End Date | Apr. 30, 2019 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2017 |
Current Assets | |||
Cash and cash equivalents | $ 2,817,300 | $ 1,064,672 | $ 100 |
Accounts receivable, net | 13,652 | 367,918 | |
Accounts receivable - related party, net | 204,538 | ||
Prepaid expense and other current assets | 346,812 | 25,958 | |
Inventories | 206,107 | ||
Total Current Assets | 3,588,409 | 1,458,548 | 100 |
Property and equipment, net | 327,265 | 135,706 | |
Intangible asset - digital currency | 5,231,858 | 1,348,920 | |
Deposit | 9,780 | ||
TOTAL ASSETS | 9,147,532 | 2,952,954 | 100 |
Current Liabilities | |||
Accounts payable and accrued liabilities | 761,855 | 180,573 | 1,262 |
Due to related parties | 192,473 | 186,390 | 96,212 |
Notes due to related parties | 24,126 | 24,126 | 24,126 |
Deferred revenue | 676,559 | 20,500 | |
Income tax payable | 205,655 | ||
Total Current Liabilities | 1,860,668 | 411,589 | 121,600 |
Stockholders' Equity (Deficit) | |||
Preferred stock value | |||
Common stock value | 8,981 | 6,959 | 254,636 |
Common stock subscribed; 3,000,000 common shares | (3,000) | (3,000) | (3,000) |
Additional paid-in capital | 29,727,147 | 16,942,861 | 358,015 |
Accumulated other comprehensive loss | (80,403) | (53,996) | |
Accumulated deficit | (22,365,861) | (14,351,459) | (731,151) |
Total Stockholders' Equity | 7,286,864 | 2,541,365 | (121,500) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 9,147,532 | $ 2,952,954 | $ 100 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 10,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 89,812,036 | 69,586,517 | 2,546,354,700 |
Common stock, shares outstanding | 89,812,036 | 69,586,517 | 2,546,354,700 |
Common stock subscribed, shares | 3,000,000 | 3,000,000 | 30,000,000 |
Common stock subscribed, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | |
Income Statement [Abstract] | ||||||
Revenue | $ 2,511,408 | $ 73,988 | $ 3,432,354 | $ 73,988 | ||
Revenue from related party | 592,624 | 1,270,814 | ||||
Total Revenue | 3,104,032 | 73,988 | 4,703,168 | 73,988 | $ 1,254,495 | |
Cost of goods sold | 1,700,357 | 78,218 | 2,580,570 | 78,218 | 139,369 | |
Gross profit | 1,403,675 | (4,230) | 2,122,598 | (4,230) | 1,115,126 | |
OPERATING EXPENSES | ||||||
General and administrative expenses | 1,169,397 | 431,262 | 2,888,342 | 851,706 | 1,556,509 | $ 99,174 |
Stock based compensation | 6,805,297 | 6,805,297 | ||||
Research and development | 66,699 | 139,142 | 86,674 | |||
Depreciation | 18,311 | 3,356 | 41,974 | 3,356 | 15,050 | |
Total Operating Expenses | 8,059,704 | 434,618 | 9,874,755 | 855,062 | 1,658,233 | 99,174 |
LOSS FROM OPERATIONS | (6,656,029) | (438,848) | (7,752,157) | (859,292) | (543,107) | (99,174) |
OTHER INCOME (EXPENSE) | ||||||
Other income | 205,748 | |||||
Interest income | 4,112 | 6,833 | ||||
Interest expense | (118) | (185) | (383) | (382) | ||
Loss on settlement of debt | (2,300,327) | (13,282,567) | ||||
Total Other Income (Expense) | 3,994 | 6,648 | (2,300,710) | (13,077,201) | ||
Loss before Income Taxes | (6,652,035) | (438,848) | (7,745,509) | (3,160,002) | (13,620,308) | (99,174) |
Income Tax Provision | (124,593) | (268,893) | 0 | 0 | ||
Net loss | (6,776,628) | (438,848) | (8,014,402) | (3,160,002) | (13,620,308) | (99,174) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
Foreign currency translation adjustments | (121,785) | (116,585) | (26,407) | (103,828) | (53,996) | |
TOTAL COMPREHENSIVE LOSS | $ (6,898,413) | $ (555,433) | $ (8,040,809) | $ (3,263,830) | $ (13,674,304) | $ (99,174) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 89,036,190 | 263,308,592 | 80,222,349 | 262,765,549 | 2,516,311,665 | 1,596,442,350 |
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.08) | $ 0 | $ (0.10) | $ (0.01) | $ (0.01) | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (Unaudited) - USD ($) | Common Stock | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Jul. 31, 2016 | $ 1,966 | $ 71,760 | $ (631,977) | $ (558,251) | ||
Balance (in shares) at Jul. 31, 2016 | 19,658,450 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (99,174) | (99,174) | ||||
Issuance of common shares for convertible promissory notes | $ 2,670 | 531,255 | 533,925 | |||
Issuance of common shares for convertible promissory notes (in shares) | 26,696,250 | |||||
Issuance of common shares | $ 250,000 | $ (3,000) | (245,000) | 2,000 | ||
Issuance of common shares (in shares) | 2,500,000,000 | |||||
Balance at Jul. 31, 2017 | $ 25,464 | (3,000) | 587,187 | (731,151) | (121,500) | |
Balance (in shares) at Jul. 31, 2017 | 254,635,470 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 133 | 133,253 | 133,386 | |||
Issuance of common shares for cash (in shares) | 1,333,860 | |||||
Other comprehensive income (loss) | $ (346) | (346) | ||||
Net loss | (55,872) | (55,872) | ||||
Balance at Oct. 31, 2017 | $ 25,597 | (3,000) | 720,440 | (787,023) | (346) | (44,332) |
Balance (in shares) at Oct. 31, 2017 | 255,969,330 | |||||
Balance at Jul. 31, 2017 | $ 25,464 | (3,000) | 587,187 | (731,151) | (121,500) | |
Balance (in shares) at Jul. 31, 2017 | 254,635,470 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other comprehensive income (loss) | (103,828) | |||||
Net loss | (3,160,002) | |||||
Balance at Apr. 30, 2018 | $ 26,457 | (3,000) | 3,880,171 | (3,891,153) | (103,828) | (91,353) |
Balance (in shares) at Apr. 30, 2018 | 264,571,951 | |||||
Balance at Jul. 31, 2017 | $ 25,464 | (3,000) | 587,187 | (731,151) | (121,500) | |
Balance (in shares) at Jul. 31, 2017 | 254,635,470 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 10,759 | 1,302,740 | 1,313,499 | |||
Issuance of common shares for cash (in shares) | 107,593,802 | |||||
Issuance of common shares for digital currency | $ 270 | 1,348,650 | $ 1,348,920 | |||
Issuance of common shares for digital currency (in shares) | 2,698,377 | 2,698,377 | ||||
Issuance of common shares for debt settlement | $ 3,922 | 13,670,828 | $ 13,674,750 | |||
Issuance of common shares for debt settlement (in shares) | 39,218,285 | |||||
Cancellation of common shares | $ (200,000) | 200,000 | ||||
Cancellation of common shares (in shares) | 2,000,000,000 | |||||
Other comprehensive income (loss) | (53,996) | (53,996) | ||||
Net loss | (13,620,308) | (13,620,308) | ||||
Balance at Jul. 31, 2018 | $ 6,959 | (3,000) | 16,942,861 | (14,351,459) | (53,996) | 2,541,365 |
Balance (in shares) at Jul. 31, 2018 | 69,586,517 | |||||
Balance at Oct. 31, 2017 | $ 25,597 | (3,000) | 720,440 | (787,023) | (346) | (44,332) |
Balance (in shares) at Oct. 31, 2017 | 255,969,330 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 5,000 | 495,000 | 500,000 | |||
Issuance of common shares for cash (in shares) | 50,000,000 | |||||
Issuance of common shares for settlement of related party debt | $ 153 | 2,453,530 | 2,453,683 | |||
Issuance of common shares for settlement of related party debt (in shares) | 1,533,552 | |||||
Other comprehensive income (loss) | 13,103 | 13,103 | ||||
Net loss | (2,665,282) | (2,665,282) | ||||
Balance at Jan. 31, 2018 | $ 26,250 | (3,000) | 3,673,470 | (3,452,305) | 12,757 | 257,172 |
Balance (in shares) at Jan. 31, 2018 | 262,502,882 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 207 | 206,701 | 206,908 | |||
Issuance of common shares for cash (in shares) | 2,069,069 | |||||
Other comprehensive income (loss) | (116,585) | (116,585) | ||||
Net loss | (438,848) | (438,848) | ||||
Balance at Apr. 30, 2018 | $ 26,457 | (3,000) | 3,880,171 | (3,891,153) | (103,828) | (91,353) |
Balance (in shares) at Apr. 30, 2018 | 264,571,951 | |||||
Balance at Jul. 31, 2018 | $ 6,959 | (3,000) | 16,942,861 | (14,351,459) | (53,996) | 2,541,365 |
Balance (in shares) at Jul. 31, 2018 | 69,586,517 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 627 | 1,253,524 | 1,254,151 | |||
Issuance of common shares for cash (in shares) | 6,270,762 | |||||
Cancellation of common shares | $ (2) | 2 | ||||
Cancellation of common shares (in shares) | (200,000) | |||||
Other comprehensive income (loss) | (27,507) | (27,507) | ||||
Net loss | (335,463) | (335,463) | ||||
Balance at Oct. 31, 2018 | $ 7,584 | (3,000) | 18,196,387 | (14,686,922) | (81,503) | 3,432,546 |
Balance (in shares) at Oct. 31, 2018 | 75,837,279 | |||||
Balance at Jul. 31, 2018 | $ 6,959 | (3,000) | 16,942,861 | (14,351,459) | (53,996) | 2,541,365 |
Balance (in shares) at Jul. 31, 2018 | 69,586,517 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for digital currency | 3,803,680 | |||||
Balance at Jan. 31, 2019 | $ 8,740 | (3,000) | 22,597,537 | (15,589,233) | 41,382 | 7,055,426 |
Balance (in shares) at Jan. 31, 2019 | 87,406,316 | |||||
Balance at Jul. 31, 2018 | $ 6,959 | (3,000) | 16,942,861 | (14,351,459) | (53,996) | 2,541,365 |
Balance (in shares) at Jul. 31, 2018 | 69,586,517 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for digital currency | $ 3,882,938 | |||||
Issuance of common shares for digital currency (in shares) | 8,972,209 | |||||
Issuance of common shares for compensation | $ 6,805,297 | |||||
Issuance of common shares for compensation (in shares) | 782,948 | |||||
Other comprehensive income (loss) | $ (26,407) | |||||
Net loss | $ (8,014,402) | |||||
Issuance of common shares (in shares) | 20,245,519 | |||||
Balance at Apr. 30, 2019 | $ 8,981 | (3,000) | 29,727,147 | (22,365,861) | (80,403) | $ 7,286,864 |
Balance (in shares) at Apr. 30, 2019 | 89,812,036 | |||||
Balance at Oct. 31, 2018 | $ 7,584 | (3,000) | 18,196,387 | (14,686,922) | (81,503) | 3,432,546 |
Balance (in shares) at Oct. 31, 2018 | 75,837,279 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 299 | 598,327 | 598,626 | |||
Issuance of common shares for cash (in shares) | 2,993,121 | |||||
Issuance of common shares for digital currency | $ 857 | 3,802,823 | 3,803,680 | |||
Issuance of common shares for digital currency (in shares) | 8,575,916 | |||||
Cancellation of common shares | 0 | |||||
Other comprehensive income (loss) | 122,885 | 122,885 | ||||
Net loss | (902,311) | (902,311) | ||||
Balance at Jan. 31, 2019 | $ 8,740 | (3,000) | 22,597,537 | (15,589,233) | 41,382 | 7,055,426 |
Balance (in shares) at Jan. 31, 2019 | 87,406,316 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 123 | 245,173 | 245,296 | |||
Issuance of common shares for cash (in shares) | 1,226,479 | |||||
Issuance of common shares for digital currency | $ 40 | 79,218 | 79,258 | |||
Issuance of common shares for digital currency (in shares) | 396,293 | |||||
Issuance of common shares for compensation | $ 78 | 6,805,219 | 6,805,297 | |||
Issuance of common shares for compensation (in shares) | 782,948 | |||||
Other comprehensive income (loss) | (121,785) | (121,785) | ||||
Net loss | (6,776,628) | (6,776,628) | ||||
Balance at Apr. 30, 2019 | $ 8,981 | $ (3,000) | $ 29,727,147 | $ (22,365,861) | $ (80,403) | $ 7,286,864 |
Balance (in shares) at Apr. 30, 2019 | 89,812,036 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (8,014,402) | $ (3,160,002) | $ (13,620,308) | $ (99,174) |
Adjustments to reconcile net loss to net cash from operating activities: | ||||
Depreciation | 41,974 | 3,356 | 15,050 | |
Stock based compensation | 6,805,297 | |||
Loss on settlement of debt | 2,300,327 | 13,282,567 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 149,702 | (59,043) | (368,079) | |
Inventories | (205,406) | |||
Prepaid expenses and other current assets | (309,220) | (46,694) | (36,650) | |
Deferred revenue | 643,336 | 212,998 | 20,500 | |
Accounts payable and accrued liabilities | 787,558 | 121,638 | 214,831 | 99,274 |
Net cash used in operating activities | (101,161) | (627,420) | (492,089) | 100 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property and equipment | (198,017) | (62,558) | (152,287) | |
Net cash used in investing activities | (198,017) | (62,558) | (152,287) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of common stock | 2,098,073 | 840,294 | 1,313,499 | |
Proceeds from related parties | 126,813 | 1,430,620 | ||
Loans from related party | 434,355 | |||
Repayment to related party | (74,927) | (1,055,333) | (49,036) | 0 |
Net cash provided by financing activities | 2,149,959 | 1,215,581 | 1,698,818 | |
Effects on changes in foreign exchange rate | (98,153) | (52,017) | 10,130 | |
Net increase in cash and cash equivalents | 1,752,628 | 473,586 | 1,064,572 | 100 |
Cash and cash equivalents - beginning of period | 1,064,672 | 100 | 100 | |
Cash and cash equivalents - end of period | 2,817,300 | 473,686 | 1,064,672 | 100 |
Supplemental Cash Flow Disclosures | ||||
Cash paid for interest | 0 | 0 | 0 | 0 |
Cash paid for income taxes | 0 | 0 | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||||
Cancellation of common stock | 2 | |||
Note exchanged for due to related parties | $ 152,973 | 152,973 | ||
Common Shares issued to settle related party note payable | 13,674,750 | |||
Common Stock Subscribed | 3,000 | |||
Conversion of Related Party Debt to Common Stock | 533,925 | |||
Expenses Paid by Related Party | 48,679 | 96,212 | ||
Common stock issued for digital currency | $ 3,882,938 | $ 1,348,920 | ||
Contribution of Capital to Pay for Expenses on Behalf of the Company - related party | $ 2,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business description On June 30, 2016, Blink Couture, Inc. entered into a merger agreement with its wholly owned subsidiary, Toga Limited (the “Company”), a Delaware corporation with no material operations. The Company continued operations under the name Toga Limited. Blink Couture, Inc. was originally incorporated as Fashionfreakz International Inc. on October 23, 2003, under the laws of the State of Delaware. On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture Inc. Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothing and accessories produced by independent designers. On March 4, 2008, the Company discontinued its prior business and changed its business plan. On June 13, 2016, a change of control of the Company occurred. On that date, the current president and Chief Executive Officer purchased a total of 13,869,150 of the issued and outstanding shares of the Company. On June 10, 2017, the Board of Directors unanimously adopted resolutions authorizing the increase of the Company’s authorized number of shares of common stock from one hundred million (100,000,000) shares to ten billion (10,000,000,000) shares and increased the number of the Company’s total issued and outstanding shares of common stock by conducting a forward split at the rate of fifty (50) shares for every one (1) (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”) in Malaysia on September 26, 2017. On May 28, 2018, the Company’s wholly-owned subsidiary TOGL 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 formed a wholly-owned subsidiary Toga Vietnam Company Limited (“Toga Vietnam”) in Vietnam on January 15, 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. All share and per share information in these consolidated financial statements retroactively reflect this stock distribution. | NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business description On June 30, 2016, Blink Couture, Inc. entered into a merger agreement with its wholly owned subsidiary, Toga Limited (the “Company”), a Delaware corporation with no material operations. The Company continued operations under the name Toga Ltd. 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”) in Malaysia on September 26, 2017. On May 28, 2018, the Company’s wholly-owned subsidiary TOGL 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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, 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, 2018, that was filed with the SEC on March 19, 2019. The results of operations for the nine months ended April 30, 2019 are not necessarily indicative of the results to be expected for the full year. Basis of Consolidation These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology Sdn. Bhd., and PT. Toga International Indonesia. All material intercompany balances and transactions have been eliminated. TOGL Technology incorporates the financial statements of the Taiwan and Vietnam office. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share due to the lack of dilutive items. At the reporting dates, there were no common stock equivalents outstanding. Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian Ringgit. All transactions initiated in Malaysian Ringgit, New Taiwan dollar and Vietnamese dong, and Indonesian rupiah are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” 1) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. 2) Equity at historical rates. 3) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement. Nine months ended Year ended Nine months ended April 30, July 31, April 30, 2019 2018 2018 Spot MYR: USD exchange rate $ 0.2417 $ 0.2460 $ 0.2550 Average MYR: USD exchange rate $ 0.2443 $ 0.2489 $ 0.2562 Spot NTD: USD exchange rate $ 0.0323 $ 0.0326 $ n/a Average NTD: USD exchange rate $ 0.0324 $ 0.0330 $ n/a Spot IDR: USD exchange rate $ 0.000070 $ 0.000069 $ n/a Average IDR: USD exchange rate $ 0.000069 $ 0.000072 $ n/a Spot VND: USD exchange rate $ 0.000043 $ n/a $ n/a Average VND: USD exchange rate $ 0.000043 $ n/a $ n/a Revenue Recognition The Company currently generates revenue through development for advertising using a custom-built advertising feature that matches client advertising requirements. Advertisements are created in batches, and completed/invoices in monthly batches. In addition, the Company generates revenue through management fees and information technology fees. The Company recognizes revenues on contracts with customers in accordance with the ASC 606, including performing the following: (i) identify the contract, (ii) identify the performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price, (v) recognize revenue. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows: · Agel Enterprise International Sdn Bhd: 27%, · Others: 73% Concentration of Revenue by Country: - Malaysia (TOGL Technology Sdn. Bhd): 54% - Indonesia (PT. Toga International Indonesia): 42% - United States (Toga Limited): 4% The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided. Accounts Receivable The Company’s accounts receivable balance is related to advertising through TOGL. Accounts receivable are recorded in accordance with ASC 310, “Receivables.” As of April 30, 2019, the Company’s accounts receivable are concentrated 94% with Agel Enterprise International Sdn Bhd. As of April 30, 2019, the Company’s accounts receivable are concentrated 91% in Malaysia (TOGL Technology Sdn. Bhd) and 9% in United States (Toga Limited). Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” In November 2018, the FASB issued ASU No. 2018-08 “ Collaborative Arrangements” Revenue from Contracts with Customers The Company has reviewed and analyzed the above recent accounting pronouncements, and notes no material impact on the financial statements as of April 30, 2019. | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a July 31 fiscal year end. Basis of Consolidation These consolidated 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 office. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share due to the lack of dilutive items. At the reporting dates there were no common stock equivalents outstanding. Software Development The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. Goodwill and Other Intangible Assets – digital currency We account for goodwill and intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian Ringgit. All transactions initiated in Malaysian Ringgit are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” 1) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. 2) Equity at historical rates. 3) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. July 31, July 31, 2018 2017 Spot MYR: USD exchange rate $ 0.2460 n/a Average MYR: USD exchange rate $ 0.2489 n/a Spot NTD: USD exchange rate $ 0.0326 n/a Average NTD: USD exchange rate $ 0.0330 n/a Spot IDR: USD exchange rate $ 0.000069 n/a Average IDR: USD exchange rate $ 0.000072 n/a Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate fair value because of the short-term nature of these items. Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Revenue Recognition The Company currently generates revenue through development for advertising using a custom-built advertising feature that matches client advertising requirements. Advertisements are created in batches, and completed/invoices in monthly batches. In addition, the Company generates revenue through management fees and information technology fees. The Company recognizes revenues on contracts with customers in accordance with the ASC 605, including performing the following: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company only records revenue when all of these criteria are met. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows: · Durable Mix Sdn Bhd: 45%, · AGEL Enterprise International Sdn Bhd: 43% · Others: 12% Concentration of Revenue by Country: - Malaysia (TOGL Technology Sdn. Bhd): 100% - Indonesia (PT Toga International Indonesia): 0% - United States (Toga Limited): 0% 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. These consolidated 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 office. Amounts that have been received by the Company, for which the Company has not yet met all of the revenue recognition criteria in accordance with ASC 605, have been recorded as deferred revenue $20,500 was revenue for a customer in Malaysia, Mazutex. This revenue has not met the criteria for revenue recognition and has been recognized as deferred revenue. Accounts Receivable The Company’s accounts receivable balance is related to advertising through TOGL. 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 July 31, 2018, the Company’s accounts receivable are concentrated 83% with Durable Mix Sdn Bhd, and 11% with Mazutex Sdn Bhd. As of July 31, 2018, the Company’s accounts receivable are concentrated 100% in Malaysia (TOGL Technology Sdn. Bhd). Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-08 Collaborative Arrangements Revenue from Contracts with Customers The Company has reviewed and analyzed the above recent accounting pronouncements, and notes no material impact on the financial statements as of July 31, 2018. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Going Concern [Abstract] | ||
GOING CONCERN | NOTE 3. GOING CONCERN 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 Enterprise International Sdn Bhd (“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. | NOTE 3. GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company, through July 31, 2018, has not yet generated net income for any fiscal year and has accumulated deficit, has incurred net losses, has nominal assets and a stockholders’ deficit. 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 1.2 billion shares of the Company’s common stock at a subscription price of USD$0.01 per share for an aggregate purchase price of Twelve Million USD ($12,000,000); however, the fulfilment of this funding is not guaranteed. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Apr. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4. PROPERTY AND EQUIPMENT As of April 30, 2019 and July 31, 2018, the balance of property and equipment represented consisted of the followings: April 30, July 31, 2019 2018 Renovation $ 143,695 $ 85,362 Fixtures and Furniture 68,005 38,046 Tools and Equipment 78,575 20,796 Vehicles 66,951 - Computer Equipment 23,612 5,798 380,838 150,002 Accumulated depreciation (53,573 ) (14,296 ) Total $ 327,265 $ 135,706 Depreciation expense for the nine months ended April 30, 2019 and 2018 was $41,974 and $3,356, respectively. During the nine months ended April 30, 2019 and 2018, the Company acquired property and equipment of $198,017 and $62,558, respectively. |
INTANGIBLE ASSET - DIGITAL CURR
INTANGIBLE ASSET - DIGITAL CURRENCY | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSET - DIGITAL CURRENCY | NOTE 5. INTANGIBLE ASSET - DIGITAL CURRENCY 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. | NOTE 4. INTANGIBLE ASSET - DIGITAL CURRENCY During the year ended July 31, 2018, the Company issued 2,698,377 shares of common stock at $0.50 per share for digital currency valued at $1,348,920. As of July 31, 2018 and 2017, the Company has digital currency of $1,348,920 and $0, respectively. Digital currencies are nonfinancial assets that lack physical substance. We believe that digital currencies meet the definition of indefinite-lived intangible assets We completed an evaluation of digital currency at July 31, 2018 and recognized no impairment loss during the year ended July 31, 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Revenue and accounts receivable During the nine months ended April 30, 2019, the Company recorded revenue of $1,270,814, included in revenue from Agel Enterprise International Sdn Bhd (“Agel”). who owns more than 10% of the Company’s common stock. As of April 30, 2019, the Company recorded accounts receivable from Agel of $204,538. Notes due to related parties On September 30, 2017, the Company issued a note payable in the amount of $152,973 to Toga Capital Sdn. Bhd. (“Toga Capital”), which is partially owned by an officer and director of the Company, for repayment of amounts due to related parties of $152,973. The note is a 2% interest bearing promissory note that is 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 related party who is a Company’s director, of $24,126 and $24,126 as of April 30, 2019 and July 31, 2018, respectively. The amount is non-interest bearing, unsecured and due on demand. Due to related parties During the nine months ended April 30, 2019 and 2018, the Company borrowed a total amount of $122,678 and $1,430,620 from a related party, Toga Capital, and repaid $72,959 and $1,055,333, respectively. During the nine months ended April 30, 2019 and 2018, total expenses paid directly by a related party, Toga Capital, on behalf of the Company were $0 and $52,429, respectively. During the nine months ended April 30, 2019 and 2018, the Company borrowed a total amount of $4,135 and $0, respectively and repaid $1,968 and $0, respectively, from the Chief Executive Officer of the Company. During the nine months ended April 30, 2019 and 2018, the Company purchased property and equipment of $0 and $25,218 from related parties, respectively. As at April 30, 2019 and July 31, 2018, $192,473 and $186,390 is due to a related party, Toga Capital, the amount is non-interest bearing, unsecured and due on demand. | NOTE 5. RELATED PARTY TRANSACTIONS On September 30, 2017, the Company issued a note payable in the amount of $152,973 to Toga Capital Sdn. Bhd. (“Toga Capital”), which is partially owned by an officer and director of the Company, for repayment of amounts due to related parties of $152,973. The note is a 2% interest bearing promissory note that is payable on September 30, 2018. During the year ended July 31, 2018, the Company issued 15,335,515 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 related party who is a Company’s director, of $24,126 and $24,126 as of July 31, 2018 and July 31, 2017, respectively. The amount is non-interest bearing, unsecured and due on demand. Due to related parties During the year ended July 31, 2018 and 2017, the Company borrowed a total amount of $434,355 and $0 from a related party, Toga Capital, and repaid $49,036 and $0, respectively. During the year ended July 31, 2018 and 2017, total expenses paid directly by a related party, Toga Capital, on behalf of the Company were $48,679 and $96,212, respectively. During the year ended July 31, 2018 and 2017, the Company purchased property and equipment of $25,218 and $0 from a related party, Toga Capital, respectively. During the year ended July 31, 2018 and 2017, the Company issued 23,882,770 shares of common stock with a fair value of $11,221,067 to repay due to related party, Toga Capital, of $238,828. As a result, the Company recorded a loss on settlement of debt of $10,982,240. As at July 31, 2018 and 2017, $186,390 and $96,212 is due to a related party, Toga Capital, respectively. The amount is non-interest bearing, unsecured and due on demand. On January 6, 2017, the Company's sole director entered into an agreement to convert the $10,009 of non-interest bearing, due on demand loans for a total of 10,009 shares of common stock. On November 1, 2016, the Company issued 2,500,000,000 common shares, par value $0.0001 to three individuals. A total of 1,000,000,000 shares were issued to the Company’s sole director. The price per share per the share issuance is $0.0001. As of July 31, 2017, an amount of $2,000 has been recorded as a contribution of capital from a related party, and the remaining $3,000 has been recorded as common stock subscribed. |
CONVERTIBLE NOTES PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Jul. 31, 2018 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE | NOTE 6. CONVERTIBLE NOTES PAYABLE On January 7, 2015, the outstanding notes payables of $523,916 were replaced by convertible notes payables in the same amounts. In addition, accrued interest of $74,491 associated with the outstanding notes payable was forgone and forgiven by the note holders. The notes are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share at the note holders’ sole and exclusive option. The convertible notes were originally interest free until December 31, 2015, and due on February 1, 2016. In January 2016, due dates for the convertible notes were extended to February 1, 2017. In addition, the convertible notes were amended to remain interest free until December 31, 2016, after which time the notes shall bear interest at 6% per annum. On January 6, 2017, the Company’s sole director entered into an agreement to convert the total amount of outstanding convertible notes payable of $523,916 for a total of 26,195,800 shares of common stock (post-split). On January 6, 2017, the Company’s sole director entered into an agreement to convert the $10,009 of non-interest bearing, due on demand loans for a total of 500,450 shares of common stock. As of July 31, 2018, and 2017, the balance of convertible notes payable to related party is $0. |
EQUITY
EQUITY | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Equity [Abstract] | ||
EQUITY | NOTE 7. EQUITY Amendment to Articles of Incorporation and reverse stock split On May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from 10,000,000,000 shares to 1,000,000,000 shares and decreasing its issued and outstanding shares of common stock at a ratio of 10 shares for every 1 share held (“10-1 Reverse Split”) (see Note 1). All share and per share information in these consolidated financial statements retroactively reflect this stock distribution. Preferred stock The Company is authorized to issue 20,000,000 shares of preferred stock at a par value of $0.0001. As of April 30, 2019, and July 31, 2018, no preferred shares were issued and outstanding. Common stock The Company is authorized to issue 1,000,000,000 shares of common stock at a par value of $0.0001 at April 30, 2019. During the nine months ended April 30, 2019, the Company issued 20,245,519 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) · 782,948 shares of common stock issued valued at $6,805,297 for employee compensation On October 29, 2018, a shareholder of the Company canceled 20,000 shares of common stock without consideration for such cancelation. As of April 30, 2019, and July 31, 2018, 89,812,036 and 69,586,517 shares of the Company’s common stock were issued and outstanding, respectively. | NOTE 7. EQUITY Preferred stock The Company is authorized to issue 20,000,000 shares of preferred stock at a par value of $0.0001. As of July 31, 2018, and 2017, no preferred shares were issued and outstanding. Common stock The Company is authorized to issue 10,000,000,000 shares of common stock at a par value of $0.0001. 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. During the year ended July 31, 2018, the Company issued common stock, as follows: · 84,029,292 shares of common stock for $842,209 to Toga Capital, a company that is partially owned by an officer and director of the Company, at a price of $0.01 per share. · 15,335,515 shares of common stock with a fair value of $2,453,683 as settlement of a note payable due to a related party of $152,973 and accrued interest of $383. · 23,882,770 shares of common stock with a fair value of $11,221,067 as settlement of due to a related party of $238,828. · 23,564,510 shares of common stock for $471,290 to AGEL Enterprise International Sdn Bhd, at a price of $0.02 per share. · 2,698,377 shares of common stock at $0.50 per share for digital currency valued at $1,348,920 On July 6, 2018, three majority shareholders of the Company canceled a total of 2,000,000,000 shares of common stock without consideration for such cancelation. During the year ended July 31, 2017, the Company issued common stock, as follows: · On January 6, 2017, the Company’s sole director entered into an agreement to convert the $10,009 of non-interest bearing, due on demand loans for a total of 10,009 shares of common stock. · On November 1, 2016, the Company issued 2,500,000,000 common shares to three individuals. A total of 1,000,000,000 shares were issued to the Company’s sole director. The price per share per the share issuance is $0.0001. As of July 31, 2018, an amount of $2,000 has been recorded as a contribution of capital from a related party, and the remaining $3,000 has been recorded as common stock subscribed. · 26,696,250 shares of common stock for conversion of debt (see note 6) As of July 31, 2018 and 2017, 695,865,164 and 2,546,354,700 shares of the Company’s common stock were issued and outstanding, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Apr. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES On October 17, 2018, TOGL entered into two Sale and Purchase Agreements with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation for the 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 16, 2018, remitted by Mammoth in the form of legal title to those certain portions of real property. As of April 30, 2019, the title has not yet passed to the Company and is currently pending and the related shares are held in escrow. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 8. INCOME TAXES The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any income tax liabilities due to accumulated net losses. We operate in various tax jurisdictions, and accordingly, our income is subject to varying rates of tax. For the fiscal year ended July 31, 2018, no taxable income was generated. All tax years since inception are open for review. The Company had a net loss of $13,620,308 for the year ended July 31, 2018 and $99,174 for the same period in 2017. As of July 31, 2018, the Company’s net operating loss carry forward was approximately $1,060,000, which will begin to expire in year 2036. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended July 31, 2018. The Company’s financial statements for the year ended July 31, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 35% to 21%, Malaysia’s corporate tax rate of 24%, Indonesia’s corporate tax rate of 25% as well as other changes. The components of income tax expense benefit are as follows: Years Ended July 31, 2018 2017 US Federal $ - $ - State - - Foreign taxes - - Total $ - $ - The reconciliation of income tax expense at the blended U.S. statutory rate of 27%, to the Company’s effective tax rate is as follows: Years Ended July 31, 2018 2017 Federal income tax benefit attributable to: Net loss (benefit) at Federal Statutory rate (35% for 2017) $ 3,677,000 $ 35,000 Non-deductible expenses, including losses on debt settlement (3,586,000 ) (900 ) Foreign taxes - - State taxes - - Effect of change in statutory rate (98,200 ) - Change in valuation allowance 7,200 34,100 Total tax provision $ - $ - There were no significant foreign tax losses or income to date. The significant components of deferred tax assets are as follows: July 31, July 31, 2018 2017 Net operating loss carryforwards at tax rates in effect at period end $ 226,600 $ 233,800 Less: valuation allowance (226,600 ) (233,800 ) Total deferred tax asset $ - $ - |
OTHER INCOME
OTHER INCOME | 12 Months Ended |
Jul. 31, 2018 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME | NOTE 9. OTHER INCOME Other income for the year ended July 31, 2018 was $205,748, and $0 for the year ended July 31, 2017. Other income of $205,748 for the year ended July 31, 2018 was generated through real estate commissions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On May 28, 2019, the Company issued a total of 348,953 shares of its common stock to 29 of its employees and consultants as additional compensation for services rendered. On March 18, 2019 Agel subscribed to purchase 11,073 shares of the Company's common stock pursuant to the Amended Subscription Agreement for an aggregate purchase price of $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. On May 9, 2019 Agel subscribed to purchase 88,195 shares pursuant to the Amended Subscription Agreement for an aggregate purchase price of $829,025. The market price of the Company’s shares was $9.39 per share which Agel elected to pay to the Company in the form of 144 Bitcoins. Subsequent to the period ending April 30, 2019, the Company sold a total of 1,200 Bitcoins for a total $9,067,676. As 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 purchase agreements. As discussed above in Note 1 and 7, the Company amended its Articles of 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 such action, the Company's total issued and outstanding shares of 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. | NOTE 10. SUBSEQUENT EVENTS Subsequent to July 31, 2018, the Company issued 103,967,474 shares of common stock at a price of $0.02 per share. Subsequent to July 31, 2018, the Company issued 5,773,802 common shares to employees as stock based compensation. Subsequent to July 31, 2018, the Company issued 87,911,955 shares of common stock at $.02 per share in exchange for digital currency. The Company is currently in the process of forming a new branch office in the Philippines. On October 17, 2018, TOGL entered into two Sale and Purchase Agreements with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation for the 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 4,704,763 shares of the Company’s common stock for an aggregate purchase price of $3,999,048.55 remitted by Mammoth in the form of legal title to those certain portions of real property. On February 7, 2019, the Company issued such shares in the name of Mammoth Empire Estates Sdn. Bhd. and delivered to a law firm in Kuala Lumpur, Malaysia to hold in escrow pending completion of the transfer of title to the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation 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, 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, 2018, that was filed with the SEC on March 19, 2019. The results of operations for the nine months ended April 30, 2019, are not necessarily indicative of the results to be expected for the full year. | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company uses the accrual basis of accounting and has adopted a July 31 fiscal year end. |
Basis of Consolidation | Basis of Consolidation These consolidated condensed financial statements include the accounts of the Company and the wholly-owned subsidiaries, TOGL Technology 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 and Vietnam office. | Basis of Consolidation These consolidated 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 office. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. | |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share due to the lack of dilutive items. At the reporting dates, there were no common stock equivalents outstanding. | Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share due to the lack of dilutive items. At the reporting dates there were no common stock equivalents outstanding. |
Software Development | Software Development The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. | |
Goodwill and Other Intangible Assets - digital currency | Goodwill and Other Intangible Assets – digital currency We account for goodwill and intangible assets in accordance with ASC 350 “Intangibles-Goodwill and Other” (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. In addition, ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests when circumstances indicate that the recoverability of the carrying amount of goodwill may be in doubt. Application of the goodwill impairment test requires judgment, including the identification of reporting units; assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions or the occurrence of one or more confirming events in future periods could cause the actual results or outcomes to materially differ from such estimates and could also affect the determination of fair value and/or goodwill impairment at future reporting dates. | |
Foreign Currency Translations | Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian Ringgit. All transactions initiated in Malaysian Ringgit, New Taiwan dollar and Vietnamese dong, and Indonesian rupiah are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” 1) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. 2) Equity at historical rates. 3) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. Gains and losses from foreign currency transactions are included in earnings in the period of settlement. Nine months ended Year ended Nine months ended April 30, July 31, April 30, 2019 2018 2018 Spot MYR: USD exchange rate $ 0.2417 $ 0.2460 $ 0.2550 Average MYR: USD exchange rate $ 0.2443 $ 0.2489 $ 0.2562 Spot NTD: USD exchange rate $ 0.0323 $ 0.0326 $ n/a Average NTD: USD exchange rate $ 0.0324 $ 0.0330 $ n/a Spot IDR: USD exchange rate $ 0.000070 $ 0.000069 $ n/a Average IDR: USD exchange rate $ 0.000069 $ 0.000072 $ n/a Spot VND: USD exchange rate $ 0.000043 $ n/a $ n/a Average VND: USD exchange rate $ 0.000043 $ n/a $ n/a | Foreign Currency Translations The Company’s functional and reporting currency is the U.S. dollar. Our subsidiary’s functional currency is the Malaysian Ringgit. All transactions initiated in Malaysian Ringgit are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” 1) Monetary assets and liabilities at the rate of exchange in effect at the balance sheet date. 2) Equity at historical rates. 3) Revenue and expense items at the average rate of exchange prevailing during the period. Adjustments arising from such translations are deferred until realization and are included as a separate component of stockholders’ equity as a component of comprehensive income or loss. Therefore, translation adjustments are not included in determining net income (loss) but reported as other comprehensive income. July 31, July 31, 2018 2017 Spot MYR: USD exchange rate $ 0.2460 n/a Average MYR: USD exchange rate $ 0.2489 n/a Spot NTD: USD exchange rate $ 0.0326 n/a Average NTD: USD exchange rate $ 0.0330 n/a Spot IDR: USD exchange rate $ 0.000069 n/a Average IDR: USD exchange rate $ 0.000072 n/a |
Fair Value | Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities, accrued interest payable, and convertible notes approximate fair value because of the short-term nature of these items. | |
Related Party Balances and Transactions | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. | |
Revenue Recognition | Revenue Recognition The Company currently generates revenue through development for advertising using a custom-built advertising feature that matches client advertising requirements. Advertisements are created in batches, and completed/invoices in monthly batches. In addition, the Company generates revenue through management fees and information technology fees. The Company recognizes revenues on contracts with customers in accordance with the ASC 606, including performing the following: (i) identify the contract, (ii) identify the performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price, (v) recognize revenue. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows: · Agel Enterprise International Sdn Bhd: 27%, · Others: 73% Concentration of Revenue by Country: - Malaysia (TOGL Technology Sdn. Bhd): 54% - Indonesia (PT. Toga International Indonesia): 42% - United States (Toga Limited): 4% The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided. | Revenue Recognition The Company currently generates revenue through development for advertising using a custom-built advertising feature that matches client advertising requirements. Advertisements are created in batches, and completed/invoices in monthly batches. In addition, the Company generates revenue through management fees and information technology fees. The Company recognizes revenues on contracts with customers in accordance with the ASC 605, including performing the following: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured. The Company only records revenue when all of these criteria are met. Concentration of Revenue by Customer The Company’s concentration of revenue for individual customers above 10% are as follows: · Durable Mix Sdn Bhd: 45%, · AGEL Enterprise International Sdn Bhd: 43% · Others: 12% Concentration of Revenue by Country: - Malaysia (TOGL Technology Sdn. Bhd): 100% - Indonesia (PT Toga International Indonesia): 0% - United States (Toga Limited): 0% 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. These consolidated 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 office. Amounts that have been received by the Company, for which the Company has not yet met all of the revenue recognition criteria in accordance with ASC 605, have been recorded as deferred revenue $20,500 was revenue for a customer in Malaysia, Mazutex. This revenue has not met the criteria for revenue recognition and has been recognized as deferred revenue. |
Accounts Receivable | Accounts Receivable The Company’s accounts receivable balance is related to advertising through TOGL. Accounts receivable are recorded in accordance with ASC 310, “Receivables.” As of April 30, 2019, the Company’s accounts receivable are concentrated 94% with Agel Enterprise International Sdn Bhd. As of April 30, 2019, the Company’s accounts receivable are concentrated 91% in Malaysia (TOGL Technology Sdn. Bhd) and 9% in United States (Toga Limited). | Accounts Receivable The Company’s accounts receivable balance is related to advertising through TOGL. 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 July 31, 2018, the Company’s accounts receivable are concentrated 83% with Durable Mix Sdn Bhd, and 11% with Mazutex Sdn Bhd. As of July 31, 2018, the Company’s accounts receivable are concentrated 100% in Malaysia (TOGL Technology Sdn. Bhd). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases” In November 2018, the FASB issued ASU No. 2018-08 “ Collaborative Arrangements” Revenue from Contracts with Customers The Company has reviewed and analyzed the above recent accounting pronouncements, and notes no material impact on the financial statements as of April 30, 2019. | Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASC 842”). The guidance requires lessees to recognize almost all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting is similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. Existing sale-leaseback guidance, including guidance for real estate, is replaced with a new model applicable to both lessees and lessors. ASC 842 is effective for fiscal years beginning after December 15, 2018. The Company is evaluating the adoption of ASC 842, but has not determined the effects it may have on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU No. 2018-08 Collaborative Arrangements Revenue from Contracts with Customers The Company has reviewed and analyzed the above recent accounting pronouncements, and notes no material impact on the financial statements as of July 31, 2018. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Accounting Policies [Abstract] | ||
Schedule of foreign currency translations | Nine months ended Year ended Nine months ended April 30, July 31, April 30, 2019 2018 2018 Spot MYR: USD exchange rate $ 0.2417 $ 0.2460 $ 0.2550 Average MYR: USD exchange rate $ 0.2443 $ 0.2489 $ 0.2562 Spot NTD: USD exchange rate $ 0.0323 $ 0.0326 $ n/a Average NTD: USD exchange rate $ 0.0324 $ 0.0330 $ n/a Spot IDR: USD exchange rate $ 0.000070 $ 0.000069 $ n/a Average IDR: USD exchange rate $ 0.000069 $ 0.000072 $ n/a Spot VND: USD exchange rate $ 0.000043 $ n/a $ n/a Average VND: USD exchange rate $ 0.000043 $ n/a $ n/a | July 31, July 31, 2018 2017 Spot MYR: USD exchange rate $ 0.2460 n/a Average MYR: USD exchange rate $ 0.2489 n/a Spot NTD: USD exchange rate $ 0.0326 n/a Average NTD: USD exchange rate $ 0.0330 n/a Spot IDR: USD exchange rate $ 0.000069 n/a Average IDR: USD exchange rate $ 0.000072 n/a |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of balance of property and equipment | April 30, July 31, 2019 2018 Renovation $ 143,695 $ 85,362 Fixtures and Furniture 68,005 38,046 Tools and Equipment 78,575 20,796 Vehicles 66,951 - Computer Equipment 23,612 5,798 380,838 150,002 Accumulated depreciation (53,573 ) (14,296 ) Total $ 327,265 $ 135,706 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jul. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of income tax expense benefit | Years Ended July 31, 2018 2017 US Federal $ - $ - State - - Foreign taxes - - Total $ - $ - |
Schedule of provision for income taxes | Years Ended July 31, 2018 2017 Federal income tax benefit attributable to: Net loss (benefit) at Federal Statutory rate (35% for 2017) $ 3,677,000 $ 35,000 Non-deductible expenses, including losses on debt settlement (3,586,000 ) (900 ) Foreign taxes - - State taxes - - Effect of change in statutory rate (98,200 ) - Change in valuation allowance 7,200 34,100 Total tax provision $ - $ - |
Schedule of components of net deferred tax assets | July 31, July 31, 2018 2017 Net operating loss carryforwards at tax rates in effect at period end $ 226,600 $ 233,800 Less: valuation allowance (226,600 ) (233,800 ) Total deferred tax asset $ - $ - |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - shares | May 08, 2019 | Mar. 01, 2019 | Sep. 11, 2017 | Jun. 13, 2016 | Apr. 24, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2017 | Jun. 10, 2017 | Jun. 09, 2017 | Jul. 31, 2016 |
Schedule Of Equity [Line Items] | |||||||||||
Number of stock issued | 20,245,519 | ||||||||||
Common stock, shares authorized | 1,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 100,000,000 | 100,000,000 | |||||
Forward split | Forward split at the rate of fifty (50) shares for every one (1) (50:1) | forward split at the rate of fifty (50) shares for every one (1) (50:1) | ten (10) shares for every one (1) share held ("10-1 Reverse Split") | ||||||||
Subsequent event | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Number of stock issued | 103,967,474 | ||||||||||
Common stock, shares authorized | 1,000,000,000 | ||||||||||
Forward split | 10 shares for every 1 share held ("10-1 Reverse Split") | ||||||||||
President and Chief Executive Officer | |||||||||||
Schedule Of Equity [Line Items] | |||||||||||
Number of stock issued | 13,869,150 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Apr. 30, 2019 | Jul. 31, 2018 | Apr. 30, 2018 |
MYR | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Spot rate: USD exchange rate | 0.2417 | 0.2460 | 0.2550 |
Average exchange rate | 0.2443 | 0.2489 | 0.2562 |
NTD | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Spot rate: USD exchange rate | 0.0323 | 0.0326 | |
Average exchange rate | 0.0324 | 0.0330 | |
IDR | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Spot rate: USD exchange rate | 0.000070 | 0.000069 | |
Average exchange rate | 0.000069 | 0.000072 | |
VND | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Spot rate: USD exchange rate | 0.000043 | ||
Average exchange rate | 0.000043 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Write-down of inventory | $ 65,112 | |
Revenue for a customer in Malaysia | $ 676,559 | $ 20,500 |
Malaysia (TOGL Technology Sdn. Bhd) | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration of revenue | 54.00% | 100.00% |
Accounts receivable percentage | 91.00% | 100.00% |
Indonesia (PT Toga International Indonesia) | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration of revenue | 42.00% | 0.00% |
United States (Toga Limited) | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration of revenue | 4.00% | 0.00% |
Accounts receivable percentage | 9.00% | |
Durable Mix Sdn Bhd | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration of revenue | 45.00% | |
Accounts receivable percentage | 83.00% | |
AGEL Enterprise International Sdn Bhd | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration of revenue | 27.00% | 43.00% |
Accounts receivable percentage | 94.00% | |
Others | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration of revenue | 73.00% | 12.00% |
Mazutex Sdn Bhd | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Accounts receivable percentage | 11.00% |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2019 | Jul. 31, 2018 | |
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 20,245,519 | |
Toga Capital | ||
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 84,029,292 | |
Subscription price per share | $ 0.01 | |
Subscription agreement | Toga Capital | ||
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 120,000,000 | 1,200,000,000 |
Subscription price per share | $ 0.10 | $ 0.01 |
Aggregate price of common stock shares issued | $ 12,000,000 | $ 12,000,000 |
Subscription agreement | AGEL Enterprise International Sdn Bhd | ||
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 107,675,242 | |
Subscription price per share | $ 0.20 | |
Aggregate price of common stock shares issued | $ 21,535,048 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 380,838 | $ 150,002 |
Accumulated depreciation | (53,573) | (14,296) |
Total | 327,265 | 135,706 |
Renovation | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 143,695 | 85,362 |
Fixtures and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 68,005 | 38,046 |
Tools and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 78,575 | 20,796 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 66,951 | 0 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,612 | $ 5,798 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||||
Depreciation | $ 18,311 | $ 3,356 | $ 41,974 | $ 3,356 | $ 15,050 |
Acquired property and equipment in cash | $ 198,017 | $ 62,558 | $ 152,287 |
INTANGIBLE ASSET - DIGITAL CU_2
INTANGIBLE ASSET - DIGITAL CURRENCY (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Jan. 31, 2019 | Jan. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Number of common stock for digital currency | 8,972,209 | 2,698,377 | |||
Issuance of common shares for digital currency | $ 79,258 | $ 3,803,680 | $ 3,803,680 | $ 3,882,938 | $ 1,348,920 |
Share price | $ 0.43 | $ 0.43 | $ 0.50 | ||
Intangible asset - digital currency | $ 5,231,858 | $ 5,231,858 | $ 1,348,920 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | Jan. 06, 2017 | Nov. 01, 2016 | Sep. 30, 2017 | Apr. 30, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | Jul. 31, 2017 |
Related Party Transaction [Line Items] | ||||||||
Revenue from Related Parties | $ 592,624 | $ 1,270,814 | ||||||
Accounts Receivable, Net, Current | 13,652 | 13,652 | $ 367,918 | |||||
Notes payable | $ 152,973 | |||||||
Due to related party | $ 152,973 | 192,473 | 192,473 | $ 186,390 | $ 96,212 | |||
Interest rate | 2.00% | |||||||
Notes payable, maturity date | Sep. 30, 2018 | |||||||
Common stock convertible shares issued, shares | 23,882,770 | 23,882,770 | ||||||
Common stock convertible shares issued, value | $ 11,221,067 | $ 11,221,067 | ||||||
Repayment of notes payable | 238,828 | 238,828 | ||||||
Gain (Loss) on Extinguishment of Debt | $ (2,300,327) | (13,282,567) | ||||||
Notes due to related parties | $ 24,126 | 24,126 | 24,126 | 24,126 | ||||
Amount borrowed from related party debt | 434,355 | 0 | ||||||
Repayment to related party note | 74,927 | 1,055,333 | 49,036 | 0 | ||||
Expenses paid by related party | 48,679 | 96,212 | ||||||
Purchase of property and equipment from related party | $ 0 | 25,218 | 25,218 | $ 0 | ||||
Loss on settlement of debt | $ 10,982,240 | |||||||
Issuance of common shares (in shares) | 20,245,519 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Contribution of capital from a related party | $ 2,000 | |||||||
Common stock subscribed | $ 3,000 | $ 3,000 | $ 3,000 | $ 3,000 | ||||
Toga Capital | ||||||||
Related Party Transaction [Line Items] | ||||||||
Notes payable | $ 152,973 | |||||||
Due to related party | $ 152,973 | |||||||
Interest rate | 2.00% | |||||||
Notes payable, maturity date | Sep. 30, 2018 | |||||||
Amount borrowed from related party debt | 122,678 | 1,430,620 | ||||||
Repayment to related party note | 72,959 | 1,055,333 | ||||||
Expenses paid by related party | 0 | 52,429 | ||||||
Issuance of common shares (in shares) | 84,029,292 | |||||||
Agel Enterprise International Sdn Bhd [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Revenue from Related Parties | $ 1,270,814 | |||||||
Ownership percentage description | More than 10 | |||||||
Accounts Receivable, Net, Current | 204,538 | $ 204,538 | ||||||
Issuance of common shares (in shares) | 10,490,362 | 23,564,510 | ||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Amount borrowed from related party debt | $ 4,135 | 0 | ||||||
Repayment to related party note | 1,968 | $ 0 | ||||||
Common stock | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock convertible shares issued, shares | 15,335,515 | |||||||
Common stock convertible shares issued, value | $ 2,453,683 | |||||||
Repayment of notes payable | 152,973 | |||||||
Accounts Payable and Accrued Liabilities | 383 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 2,300,327 | |||||||
Issuance of common shares (in shares) | 2,500,000,000 | 2,500,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Common stock | Toga Capital | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock convertible shares issued, shares | 15,335,515 | |||||||
Common stock convertible shares issued, value | $ 2,453,683 | |||||||
Repayment of notes payable | 152,973 | |||||||
Accounts Payable and Accrued Liabilities | 383 | |||||||
Gain (Loss) on Extinguishment of Debt | 2,300,327 | |||||||
Common stock | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Issuance of common shares (in shares) | 1,000,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Non-interest bearing demand loans | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 186,390 | $ 96,212 | ||||||
Notes due to related parties | 24,126 | $ 24,126 | ||||||
Non-interest bearing demand loans | Toga Capital | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | 186,390 | |||||||
Non-interest bearing demand loans | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock convertible shares issued, shares | 10,009 | |||||||
Conversion of non-interest bearing demand loans | $ 500,450 | |||||||
Notes due to related parties | $ 24,126 | $ 24,126 | $ 24,126 | |||||
Non-interest bearing demand loans | Common stock | Director | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock convertible shares issued, shares | 10,009 | |||||||
Conversion of non-interest bearing demand loans | $ 10,009 |
CONVERTIBLE NOTES PAYABLE RELAT
CONVERTIBLE NOTES PAYABLE RELATED PARTY (Detail Textuals) - USD ($) | Jan. 06, 2017 | Jan. 07, 2015 | Jul. 31, 2018 | Jul. 31, 2017 | Apr. 30, 2019 |
Debt Instrument [Line Items] | |||||
Notes due to related parties | $ 24,126 | $ 24,126 | $ 24,126 | ||
Convertible note payable - related party | $ 0 | $ 0 | |||
Common stock convertible shares issued, shares | 23,882,770 | 23,882,770 | |||
Director | Non-interest bearing demand loans | |||||
Debt Instrument [Line Items] | |||||
Conversion of non-interest bearing demand loans | $ 10,009 | ||||
Common stock convertible shares issued, shares | 500,450 | ||||
Director | Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Conversion of non-interest bearing demand loans | $ 523,916 | ||||
Common stock convertible shares issued, shares | 26,195,800 | ||||
Note holders | Convertible Notes Payable | |||||
Debt Instrument [Line Items] | |||||
Convertible note payable - related party | $ 523,916 | ||||
Accrued interest of outstanding notes payable forgiven | $ 74,491 | ||||
Debt conversion price per share | $ 1 | ||||
Convertible notes description | The convertible notes were originally interest free until December 31, 2015, and due on February 1, 2016. In January 2016, due dates for the convertible notes were extended to February 1, 2017. In addition, the convertible notes were amended to remain interest free until December 31, 2016, after which time the notes shall bear interest at 6% per annum. | ||||
Percentage of accrued interest per annum | 6.00% |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) | May 08, 2019shares | Mar. 01, 2019$ / sharesshares | Sep. 11, 2017 | Jan. 06, 2017USD ($)shares | Nov. 01, 2016$ / sharesshares | Jun. 13, 2016 | Apr. 24, 2019 | Apr. 30, 2019USD ($)$ / sharesshares | Jan. 31, 2019USD ($)shares | Jan. 31, 2019USD ($) | Apr. 30, 2019USD ($)$ / sharesshares | Apr. 30, 2018USD ($) | Jul. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2017USD ($)$ / sharesshares | Jun. 05, 2019shares | Oct. 29, 2018shares | Jul. 06, 2018shares | Jun. 10, 2017shares | Jun. 09, 2017shares | Jul. 31, 2016shares |
Equity [Line Items] | ||||||||||||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||
Preferred stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 100,000,000 | 100,000,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Forward split, conversion ratio | 50 | |||||||||||||||||||
Forward split, description | Forward split at the rate of fifty (50) shares for every one (1) (50:1) | forward split at the rate of fifty (50) shares for every one (1) (50:1) | ten (10) shares for every one (1) share held ("10-1 Reverse Split") | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Common stock convertible shares issued, shares | 23,882,770 | 23,882,770 | ||||||||||||||||||
Number of stock issued | 20,245,519 | |||||||||||||||||||
Value of common stock issued | $ | $ 2,000 | |||||||||||||||||||
Number of common stock for digital currency | 8,972,209 | 2,698,377 | ||||||||||||||||||
Common stock, shares cancelled without consideration | 200,000 | 2,000,000,000 | ||||||||||||||||||
Common stock, shares issued | 89,812,036 | 89,812,036 | 69,586,517 | 2,546,354,700 | ||||||||||||||||
Common stock, shares outstanding | 89,812,036 | 89,812,036 | 69,586,517 | 2,546,354,700 | ||||||||||||||||
Issuance of common shares for digital currency | $ | $ 79,258 | $ 3,803,680 | $ 3,803,680 | $ 3,882,938 | $ 1,348,920 | |||||||||||||||
Common stock issued for employee compensation | 782,948 | |||||||||||||||||||
Value of common stock issued for employee compensation | $ | $ 6,805,297 | $ 6,805,297 | ||||||||||||||||||
Common stock convertible shares issued, value | $ | 11,221,067 | $ 11,221,067 | ||||||||||||||||||
Repayments of Notes Payable | $ | $ 238,828 | 238,828 | ||||||||||||||||||
Share Price | $ / shares | $ 0.43 | $ 0.43 | $ 0.50 | |||||||||||||||||
Indefinite-lived Intangible Assets (Excluding Goodwill) | $ | $ 5,231,858 | $ 5,231,858 | $ 1,348,920 | |||||||||||||||||
Contribution of capital from a related party | $ | 2,000 | |||||||||||||||||||
Common stock subscribed | $ | $ 3,000 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ | $ (2,300,327) | $ (13,282,567) | ||||||||||||||||||
Subsequent event | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||||||||||||||
Forward split, description | 10 shares for every 1 share held ("10-1 Reverse Split") | |||||||||||||||||||
Number of stock issued | 103,967,474 | |||||||||||||||||||
Number of common stock for digital currency | 87,911,955 | |||||||||||||||||||
Common stock, shares issued | 90,730,758 | |||||||||||||||||||
Common stock, shares outstanding | 90,730,758 | |||||||||||||||||||
Share Price | $ / shares | $ 0.02 | |||||||||||||||||||
Toga Capital | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Number of stock issued | 84,029,292 | |||||||||||||||||||
Value of common stock issued | $ | $ 842,209 | |||||||||||||||||||
Share price per share | $ / shares | $ 0.01 | |||||||||||||||||||
AGEL Enterprise International Sdn Bhd | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Number of stock issued | 10,490,362 | 23,564,510 | ||||||||||||||||||
Value of common stock issued | $ | $ 2,098,073 | $ 471,290 | ||||||||||||||||||
Share price per share | $ / shares | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||
Director | Non-interest bearing demand loans | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Conversion of non-interest bearing demand loans | $ | $ 500,450 | |||||||||||||||||||
Common stock convertible shares issued, shares | 10,009 | |||||||||||||||||||
Common Stock | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||
Common stock convertible shares issued, shares | 15,335,515 | |||||||||||||||||||
Number of stock issued | 2,500,000,000 | 2,500,000,000 | ||||||||||||||||||
Value of common stock issued | $ | $ 250,000 | |||||||||||||||||||
Number of common stock for digital currency | 396,293 | 8,575,916 | 2,698,377 | |||||||||||||||||
Issuance of common shares for digital currency | $ | $ 40 | $ 857 | $ 270 | |||||||||||||||||
Common stock issued for employee compensation | 782,948 | |||||||||||||||||||
Value of common stock issued for employee compensation | $ | $ 78 | |||||||||||||||||||
Common stock convertible shares issued, value | $ | 2,453,683 | |||||||||||||||||||
Repayments of Notes Payable | $ | 152,973 | |||||||||||||||||||
Accounts Payable and Accrued Liabilities | $ | 383 | |||||||||||||||||||
Issuance of common shares for convertible promissory notes (in shares) | 26,696,250 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ | $ 2,300,327 | |||||||||||||||||||
Common Stock | Toga Capital | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Common stock convertible shares issued, shares | 15,335,515 | |||||||||||||||||||
Common stock convertible shares issued, value | $ | $ 2,453,683 | |||||||||||||||||||
Repayments of Notes Payable | $ | 152,973 | |||||||||||||||||||
Accounts Payable and Accrued Liabilities | $ | 383 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ | $ 2,300,327 | |||||||||||||||||||
Common Stock | Director | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||||
Number of stock issued | 1,000,000,000 | |||||||||||||||||||
Common Stock | Director | Non-interest bearing demand loans | ||||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||||
Conversion of non-interest bearing demand loans | $ | $ 10,009 | |||||||||||||||||||
Common stock convertible shares issued, shares | 10,009 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($) | 1 Months Ended | 9 Months Ended |
Nov. 29, 2018 | Apr. 30, 2019 | |
Loss Contingencies [Line Items] | ||
Number of stock issued | 20,245,519 | |
Mammoth Empire Estate Sdn. Bhd | Subscription agreement | ||
Loss Contingencies [Line Items] | ||
Number of stock issued | 4,704,763 | |
Aggregate price of common stock shares issued | $ 3,999,048 | |
Closing price per share | $ 0.85 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
US Federal | $ 0 | $ 0 | ||
State | 0 | 0 | ||
Foreign taxes | 0 | 0 | ||
Total | $ 124,593 | $ 268,893 | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Jul. 31, 2017 | |
Federal income tax benefit attributable to: | ||||
Net loss (benefit) at Federal Statutory rate (35% for 2017) | $ 3,677,000 | $ 35,000 | ||
Non-deductible expenses, including losses on debt settlement | (3,586,000) | (900) | ||
Foreign taxes | 0 | 0 | ||
State taxes | 0 | 0 | ||
Effect of change in statutory rate | (98,200) | 0 | ||
Change in valuation allowance | 7,200 | 34,100 | ||
Total tax provision | $ 124,593 | $ 268,893 | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Jul. 31, 2018 | Jul. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards at tax rates in effect at period end | $ 226,600 | $ 233,800 |
Less: valuation allowance | (226,600) | (233,800) |
Total deferred tax asset | $ 0 | $ 0 |
INCOME TAXES (Detail Textuals)
INCOME TAXES (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||||||||||
Net loss | $ (6,776,628) | $ (902,311) | $ (335,463) | $ (438,848) | $ (2,665,282) | $ (55,872) | $ (8,014,402) | $ (3,160,002) | $ (13,620,308) | $ (99,174) |
Net operating loss carry forward | $ 1,060,000 | |||||||||
Corporate tax rate | 27.00% | 35.00% | ||||||||
MALAYSIA | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Corporate tax rate | 24.00% | |||||||||
INDONESIA | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Corporate tax rate | 25.00% | |||||||||
Earliest tax year | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Corporate tax rate | 35.00% | |||||||||
Latest tax year | ||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||
Corporate tax rate | 21.00% |
OTHER INCOME (Detail Textuals)
OTHER INCOME (Detail Textuals) - USD ($) | 12 Months Ended | |
Jul. 31, 2018 | Jul. 31, 2017 | |
Other Income and Expenses [Abstract] | ||
Other income | $ 205,748 | |
Amount of commission from real estate | $ 205,748 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) | May 09, 2019USD ($)Bitcoins$ / sharesshares | Mar. 01, 2019$ / sharesshares | Mar. 01, 2019$ / sharesshares | May 28, 2019Employeesshares | Mar. 18, 2019USD ($)Bitcoins$ / sharesshares | Nov. 29, 2018USD ($)shares | Apr. 30, 2019USD ($)Bitcoins$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2017USD ($)shares | Jun. 05, 2019shares |
Subsequent Event [Line Items] | ||||||||||
Number of stock issued | 20,245,519 | |||||||||
Value of common stock issued | $ | $ 2,000 | |||||||||
Share price | $ / shares | $ 0.43 | $ 0.50 | ||||||||
Number of common stock for digital currency | 8,972,209 | 2,698,377 | ||||||||
Amount of common stock bitcoins purchase | $ | $ 9,067,676 | |||||||||
Common stock, shares outstanding | 89,812,036 | 69,586,517 | 2,546,354,700 | |||||||
Common Stock, Shares, Issued | 89,812,036 | 69,586,517 | 2,546,354,700 | |||||||
Number of bitcoins | Bitcoins | 1,200 | |||||||||
Mammoth Empire Estate Sdn. Bhd | Subscription agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of shares held in escrow account | 470,476 | |||||||||
Agel Enterprise International Sdn Bhd [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price per share | $ / shares | $ 0.02 | $ 0.02 | ||||||||
Number of stock issued | 10,490,362 | 23,564,510 | ||||||||
Value of common stock issued | $ | $ 2,098,073 | $ 471,290 | ||||||||
Agel Enterprise International Sdn Bhd [Member] | Amended Subscription Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ / shares | $ 8.80 | |||||||||
Number of common stock bitcoins purchase | 11,073 | |||||||||
Amount of common stock bitcoins purchase | $ | $ 97,436 | |||||||||
Number of bitcoins | Bitcoins | 25 | |||||||||
Subsequent event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of stock issued | 103,967,474 | |||||||||
Share price | $ / shares | $ 0.02 | $ 0.02 | ||||||||
Number of common stock for digital currency | 87,911,955 | |||||||||
Common stock, shares outstanding | 90,730,758 | |||||||||
Common Stock, Shares, Issued | 90,730,758 | |||||||||
Subsequent event | Employees and consultants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of employees and consultants | Employees | 29 | |||||||||
Number of stock issued | 348,953 | |||||||||
Subsequent event | Mammoth Empire Estate Sdn. Bhd | Subscription agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of stock issued | 4,704,763 | |||||||||
Aggregate price of common stock shares issued | $ | $ 3,999,048.55 | |||||||||
Subsequent event | Agel Enterprise International Sdn Bhd [Member] | Amended Subscription Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share price | $ / shares | $ 9.39 | |||||||||
Number of common stock bitcoins purchase | 88,195 | |||||||||
Amount of common stock bitcoins purchase | $ | $ 829,025 | |||||||||
Number of bitcoins | Bitcoins | 144 | |||||||||
Subsequent event | Employee | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of stock issued | 5,773,802 |