Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2020 | Mar. 13, 2020 | |
Document And Entity Information Abstract | ||
Entity Registrant Name | Toga Ltd | |
Entity Central Index Key | 0001378125 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 91,011,633 | |
Document Type | 10-Q | |
Document Period End Date | Jan. 31, 2020 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 11,981,078 | $ 14,916,556 |
Accounts receivable, net | 1,688,266 | 294,266 |
Prepaid expense, deposits and other current assets | 894,269 | 1,199,649 |
Inventories | 715,977 | 162,985 |
Total Current Assets | 15,279,590 | 16,573,456 |
Operating lease right-of-use assets | 257,739 | |
Property and equipment, net | 4,711,943 | 4,421,252 |
Intangible asset - goodwill | 11,718 | 11,718 |
TOTAL ASSETS | 20,260,990 | 21,006,426 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 5,432,688 | 4,221,413 |
Due to related parties | 77,131 | 1,083 |
Notes due to related parties | 24,126 | |
Deferred revenue | 5,283,217 | 1,782,252 |
Income tax payable | 20,802 | 61,215 |
Operating lease liabilities | 215,913 | |
Total Current Liabilities | 11,029,751 | 6,090,089 |
Operating lease liabilities | 41,826 | |
Total Liabilities | 11,071,577 | 6,090,089 |
Shareholders' Equity | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 91,011,633 and 90,762,893 shares issued and outstanding as of January 31, 2020 and July 31, 2019, respectively | 9,101 | 9,076 |
Common stock subscribed; 30,000,000 common shares | (3,000) | |
Additional paid-in capital | 42,399,205 | 38,993,002 |
Accumulated other comprehensive income | 10,455 | 69,238 |
Accumulated deficit | (33,279,407) | (24,210,347) |
Total Shareholders' Equity of Toga Ltd. | 9,139,354 | 14,857,969 |
Non-controlling interest | 50,059 | 58,368 |
Total Shareholders' Equity | 9,189,413 | 14,916,337 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 20,260,990 | $ 21,006,426 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jan. 31, 2020 | Jul. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 91,011,633 | 90,762,893 |
Common stock, shares outstanding | 91,011,633 | 90,762,893 |
Common stock subscribed, shares | 30,000,000 | 30,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 3,796,869 | $ 856,383 | $ 6,542,855 | $ 1,599,136 |
Cost of goods sold | 1,976,822 | 186,430 | 4,385,184 | 244,223 |
Gross profit | 1,820,047 | 669,953 | 2,157,671 | 1,354,913 |
OPERATING EXPENSES | ||||
Selling, General and administrative expenses | 2,292,959 | 786,832 | 5,158,769 | 1,293,873 |
Salaries and wages | 4,261,695 | 456,786 | 5,101,913 | 648,164 |
Professional fees | 458,473 | 318,022 | 933,588 | 629,641 |
Depreciation | 135,460 | 13,139 | 186,263 | 23,663 |
Total Operating Expenses | 7,148,587 | 1,574,779 | 11,380,533 | 2,595,341 |
LOSS FROM OPERATIONS | (5,328,540) | (904,826) | (9,222,862) | (1,240,428) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 82,325 | 2,547 | 148,690 | 2,721 |
Interest expense | (2,812) | (32) | (3,197) | (67) |
Total Other Income (Expense) | 79,513 | 2,515 | 145,493 | 2,654 |
Net Loss | (5,249,027) | (902,311) | (9,077,369) | (1,237,774) |
Less: Net Loss attributable to non-controlling interest | (6,686) | (8,309) | ||
Net Loss attributable to Toga Ltd. | (5,242,341) | (902,311) | (9,069,060) | (1,237,774) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | (18,296) | 122,885 | (58,783) | 95,378 |
Total Comprehensive Loss | $ (5,267,323) | $ (779,426) | $ (9,136,152) | $ (1,142,396) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 90,995,130 | 80,222,501 | 90,877,148 | 78,029,890 |
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.06) | $ (0.01) | $ (0.10) | $ (0.02) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Subscription Receivable | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non-controlling Interest | Total |
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) | (20,000) | ||||||
Other comprehensive loss (gain) | (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] | |||||||
Other comprehensive loss (gain) | 95,378 | ||||||
Net loss | (1,237,774) | ||||||
Balance at Jan. 31, 2019 | $ 8,741 | (3,000) | 22,597,536 | (15,589,233) | 41,382 | 7,055,426 | |
Balance (in shares) at Jan. 31, 2019 | 87,406,316 | ||||||
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 | $ 858 | 3,802,822 | 3,803,680 | ||||
Issuance of common shares for digital currency (in shares) | 8,575,916 | ||||||
Cancellation of common shares | 0 | ||||||
Other comprehensive loss (gain) | 122,885 | 122,885 | |||||
Net loss | (902,311) | (902,311) | |||||
Balance at Jan. 31, 2019 | $ 8,741 | (3,000) | 22,597,536 | (15,589,233) | 41,382 | 7,055,426 | |
Balance (in shares) at Jan. 31, 2019 | 87,406,316 | ||||||
Balance at Jul. 31, 2019 | $ 9,076 | (3,000) | 38,993,002 | (24,210,347) | 69,238 | $ 58,368 | 14,916,337 |
Balance (in shares) at Jul. 31, 2019 | 90,762,893 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cancellation of common shares | $ (2) | 2 | |||||
Cancellation of common shares (in shares) | (24,614) | ||||||
Reissuance of previously cancelled shares | $ 2 | (2) | |||||
Reissuance of previously cancelled shares (in shares) | 20,000 | ||||||
Issuance of stock options | 44,470 | 44,470 | |||||
Other comprehensive loss (gain) | (40,487) | (40,487) | |||||
Net loss | (3,826,719) | (1,623) | (3,828,342) | ||||
Balance at Oct. 31, 2019 | $ 9,076 | (3,000) | 39,037,472 | (28,037,066) | 28,751 | 56,745 | 11,091,978 |
Balance (in shares) at Oct. 31, 2019 | 90,758,279 | ||||||
Balance at Jul. 31, 2019 | $ 9,076 | (3,000) | 38,993,002 | (24,210,347) | 69,238 | 58,368 | 14,916,337 |
Balance (in shares) at Jul. 31, 2019 | 90,762,893 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Other comprehensive loss (gain) | (58,783) | ||||||
Net loss | (9,077,369) | ||||||
Balance at Jan. 31, 2020 | $ 9,101 | 42,399,205 | (33,279,407) | 10,455 | 50,059 | 9,189,413 | |
Balance (in shares) at Jan. 31, 2020 | 91,011,633 | ||||||
Balance at Oct. 31, 2019 | $ 9,076 | (3,000) | 39,037,472 | (28,037,066) | 28,751 | 56,745 | 11,091,978 |
Balance (in shares) at Oct. 31, 2019 | 90,758,279 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common shares for employee compensation | $ 25 | 3,294,018 | 3,294,043 | ||||
Issuance of common shares for employee compensation (in shares) | 253,354 | ||||||
Proceeds from common stock subscribed | $ 3,000 | 3,000 | |||||
Forgiveness of related party note | (24,126) | (24,126) | |||||
Issuance of stock options | 43,589 | 43,589 | |||||
Other comprehensive loss (gain) | (18,296) | (18,296) | |||||
Net loss | (5,242,341) | (6,686) | (5,249,027) | ||||
Balance at Jan. 31, 2020 | $ 9,101 | $ 42,399,205 | $ (33,279,407) | $ 10,455 | $ 50,059 | $ 9,189,413 | |
Balance (in shares) at Jan. 31, 2020 | 91,011,633 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (9,077,369) | $ (1,237,774) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation | 186,263 | 23,663 |
Stock based compensation | 3,382,102 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,385,503) | 290,180 |
Prepaid expenses and other current assets | 313,610 | (193,019) |
Inventories | (538,320) | |
Accounts payable and accrued liabilities | 1,124,069 | 252,794 |
Deferred revenue | 3,500,637 | (20,500) |
Income tax payable | (40,412) | |
Operating lease liabilities | (76,059) | |
Net cash used in operating activities | (2,610,982) | (884,656) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (362,986) | (134,919) |
Net cash used in investing activities | (362,986) | (134,919) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from common stock subscribed | 3,000 | |
Proceeds from issuance of common stock | 0 | 1,852,777 |
Proceeds from related parties | 100,841 | 78,334 |
Repayment to related party | (24,793) | (56,524) |
Net cash provided by financing activities | 79,048 | 1,874,587 |
Effects on changes in foreign exchange rate | (40,558) | 77,661 |
Net change in cash and cash equivalents | (2,935,478) | 932,673 |
Cash and cash equivalents - beginning of period | 14,916,556 | 1,064,672 |
Cash and cash equivalents - end of period | 11,981,078 | 1,997,345 |
Supplemental Cash Flow Disclosures: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-Cash Investing and Financing Activity: | ||
Cancellation of Common Stock | 2 | 20 |
Reissuance of previously cancelled Common Stock | 2 | |
Debt forgiven by related party | 24,126 | |
Operating lease right-of-use assets | $ 333,798 | |
Common shares issued for digital currency | $ 3,803,680 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. They do not include all information and notes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of Toga Limited for the year ended July 31, 2019, that was filed with the SEC on November 14, 2019. When used in these notes, the terms “Toga Limited,” “Company,” “we,” “us” and “our” mean Toga Limited and all entities included in our condensed consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended January 31, 2020 are not necessarily indicative of the results that may be expected for the year ending July 31, 2020. Reclassification Income statement Certain amounts from prior periods have been reclassified to conform to the current period presentation. Equity statement The Company has reclassified a balance related to Non-controlling interest to Accumulated other comprehensive income as of July 31, 2019. The impact was an increase of Non-controlling interest of $116,736 and a decrease in the Accumulated other comprehensive income of $116,736. The equity reclassification was due to an incorrect classification of the Non-controlling interest balance during the year-ended July 31, 2019. These reclassifications had no effect on the reported results of operations. 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. Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. As at January 31, 2020, the Company has potentially 126,792 dilutive securities from outstanding stock options, which were excluded from the computation of diluted net loss per common share as the result of the computation was anti-dilutive. Inventories Inventories are stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. As of January 31, 2020, and July 31, 2019, the Company had inventories consisting of finished goods of $715,977 and $162,985, respectively. Leases Effective August 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $333,798 of right-of-use (“ROU”) assets and $333,798 of lease liabilities on its Condensed Consolidated Balance Sheet. Equipment and Furniture Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Building 20 years Renovation 1 to 5 years Fixtures and Furniture 4 to 5 years Tools and Equipment 4 to 5 years Vehicles 3 to 5 years Computer Equipment 4 to 5 years Software 3 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the six months ended January 31, 2020 and 2019, no impairment losses have been identified. Stock-based Compensation We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. Stock-based compensation incurred for the six months ended January 31, 2020 and 2019, respectively, are summarized as follows: Six Months Ended January 31, 2020 2019 Vesting of stock options issued to directors and officers $ 88,059 $ — Common stock issued to employees 3,294,043 Total $ 3,382,102 $ — Revenue Recognition In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the Standard is that recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires that companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has chosen to early adopt and apply the standards beginning in the fiscal year ended July 31, 2019 , The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. When the Company enters into a contract, the Company analyzes the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied. The Company recognizes revenue when the customer confirms to the Company that all of the terms and conditions of the contract has been met. During the six months ended January 31, 2020, the Company derived its revenues from the following: · Sale of products through a direct marketing network (approximately $3.3 million) · Yippi in-apps purchase (approximately $2.1 million) · Togago platform revenue (approximately $772,000) · Royalty fees (approximately $240,000) · Advertising revenue (approximately $144,000) The Company analyses whether gross sales, or net sales should be recorded. Since the Company has control over establishing price, and has control over the related costs with earning revenues, it has recorded all revenues at the gross price. Deferred Revenue Deferred revenue mostly consists of Yippi in-app purchases received from users in advance of revenue recognition (see Note 4). The increase in the deferred revenue balance for the year ended December 31, 2019 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. Concentration of Revenue by Customer During the three and six months ended January 31, 2020 and 2019, the Company's concentration of revenue for individual customers above 10% are as follows: Three Months Ended Six Months Ended January 31, January 31, 2020 2019 2020 2019 Agel Enterprises International Sdn. Bhd. 10.3 % 42 % 10.3 % 42 % Shen Zhen Ding Shang Network Technology 34.4 % — % 36.9 % — % AppAsia International Sdn. Bhd. 14.6 % — % 9.8 % — % Concentration of Revenue by Country: During the three and six months ended January 31, 2020 and 2019, the Company’s concentration of revenue by country are as follows: Three Months Ended Six Months Ended January 31, January 31, 2020 2019 2020 2019 Malaysia (TOGL Technology Sdn. Bhd) 55 % 92 % 52 % 92 % Indonesia (PT Toga International Indonesia) 41 % — % 44 % — % United States (Toga Limited) 4 % 8 % 4 % 8 % The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided. Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” As of January 31, 2020, the Company’s accounts receivable are concentrated 54% with Shen Zhen Shi Ding Shang Internet Tech Co., 21% with Angel Enterprises International Sdn. Bhd. and 18% with AppAsia International Sdn Bhd. As of January 31, 2019, the Company’s accounts receivable are concentrated 97% with Agel Enterprise International Sdn Bhd.. As of January 31, 2020, the Company’s accounts receivable are concentrated 98% in Malaysia (TOGL Technology Sdn. Bhd). As of January 31, 2019, the Company’s accounts receivable are concentrated 74% in Malaysia (TOGL Technology Sdn. Bhd), 26% in United States (Toga Limited). Recent Accounting Pronouncements 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 January 31, 2020. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 2. PROPERTY AND EQUIPMENT As of January 31, 2020 and July 31, 2019, property and equipment consisted of the following: January 31, July 31, 2020 2019 Building $ 4,052,755 $ 4,019,563 Renovation 268,842 154,120 Fixtures and furniture 118,829 69,557 Tools and equipment 138,085 92,494 Vehicles 165,323 163,969 Computer equipment 45,436 26,256 Software 145,000 — 4,934,270 4,525,959 Accumulated depreciation (222,327 ) (104,707 ) $ 4,711,943 $ 4,421,252 Depreciation expense for the six months ended January 31, 2020 and 2019 was $186,263 and $23,663, respectively. During the six months ended January 31, 2020 and 2019, the Company acquired property and equipment of $362,986 and $134,919, respectively. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 6 Months Ended |
Jan. 31, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES As of January 31, 2020 and July 31, 2019, accounts payable and accrued liabilities consisted of the following: January 31, 2020 July 31, 2019 Trades payable $ 3,568,565 $ 3,948,695 Wages and commission accruals 1,175,584 166,752 Other accruals 688,539 105,966 $ 5,432,688 $ 4,221,413 |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jan. 31, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUE | NOTE 4. DEFERRED REVENUE Deferred revenue by segment were as follows: January 31, 2020 July 31, 2019 Malaysia $ 5,256,880 $ 1,548,398 Taiwan 26,337 142,939 Indonesia — 90,915 $ 5,283,217 $ 1,782,252 Changes in deferred revenue were as follows: Six Months Ended January 31, 2020 Balance, beginning of period $ 1,782,252 Deferral of revenue 6,864,924 Recognition of deferred revenue (3,363,959 ) Balance, end of period $ 5,283,217 Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $5,283,217 as of January 31, 2020. We expect to recognize all of this revenue over the next 12 months. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jan. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Notes due to related parties On May 31, 2016, all outstanding related party advances were paid by a current director of the Company. The Company had an outstanding notes payable to a related party who is a Company’s director, of $24,126 as of July 31, 2019. During the period ended January 31, 2020, the related party forgave this note and the Company recorded this amount to additional paid-in capital. Due to related parties During the six months ended January 31, 2020 and 2019, the Company borrowed a total amount of $21,845 and $0 from a related party, Toga Capital, and repaid $1,493 and $56,524, respectively. During the six months ended January 31, 2020 and 2019, total expenses paid directly by a related party, Toga Capital, on behalf of the Company were $0 and $65,925, respectively. During the six months ended January 31, 2020 and 2019, the Company received advancement of $78,996 and $12,409 and repaid $23,300 and $0, respectively, from the Chief Executive Officer of the Company. The amount is non-interest bearing, unsecured and due on demand. During the six months ended January 31, 2020 and 2019, the Company purchased property and equipment of $0 and $20,566 from a related party, Toga Capital, respectively. As at January 31, 2020 and July 31, 2019, $77,131 and $1,083 is due to related parties. The amount is non-interest bearing, unsecured and due on demand. Related party compensation During the six months ended January 31, 2020 and 2019, the Company incurred director’s fees of $20,000 and $0, respectively, to directors of the Company. During the six months ended January 31, 2020 and 2019, the Company incurred consulting fees of $15,000 and $0, respectively, to a director of the Company. During the six months ended January 31, 2020 and 2019, the Company incurred wages of $90,000 and $0, respectively, to the Company’s Chief Financial Officer. During the six months ended January 31, 2020 and 2019, the Company granted 6,792 and 0 stock options to Directors and Chief Financial Officer, valued at $88,060 and $0, respectively (see Note 6). |
CHANGES IN EQUITY
CHANGES IN EQUITY | 6 Months Ended |
Jan. 31, 2020 | |
Equity [Abstract] | |
CHANGES IN EQUITY | NOTE 6. CHANGES IN EQUITY Common stock During the six months ended January 31, 2020, the Company issued 20,000 shares and cancelled 24,614 of common stock, as follows: · On September 5, 2019, the Company cancelled 24,614 shares of common stock. · On September 9, 2019, the Company issued 20,000 shares of common stock to · 253,039 shares of common stock issued valued at $3,289,507 · 315 shares of common stock issued valued at $4,536 to directors, based on trading prices Stock Options During the six months ended January 31, 2020, the Company granted 6,792 options to the CFO at an exercise price of $0.20 and were valued at the fair value calculated using the Black-Scholes-Merton model. The value of the options was $88,060 and recorded as stock-based compensation. The options are subject to a vesting schedule of one-third of the options vesting every thirty (30) days. The following assumptions were used to determine the fair value for the options granted using a Black-Scholes-Merton pricing model during the six months ended January 31, 2020: For the six months ended January 31, 2020 Fair values $ 12.30—14.12 Exercise price $ 0.20 Expected term at issuance 1 year Expected average volatility 89.04—169.92 % Expected dividend yield — Risk-free interest rate 1.56—1.73 % A summary of the change in stock options outstanding for the six months ended January 31, 2020 are as follows: Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years Balance – July 31, 2019 120,000 $ 0.30 $ 8.84 $ 1.63 Options issued 6,792 0.20 12.30 1.50 Options expired — — — — Options exercised — — — — Balance – January 31, 2020 126,792 $ 0.29 $ 9.13 $ 1.15 |
LEASES
LEASES | 6 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 7. LEASES We have operating leases primarily for real estate. As of January 31, 2020, the Company owns right-of-use (“ROU”) assets under operating leases for eight office premises of $257,739 and operating lease liabilities of $257,739. January 31, 2020 Operating lease ROU assets $ 257,739 Current portion of operating lease liabilities $ 215,913 Noncurrent portion of operating lease liabilities 41,826 Total operating lease liabilities $ 257,739 Information associated with the measurement of our remaining operating lease obligations as of January 31, 2020 is as follows: Weighted-average remaining lease term 0.71 years Weighted-average discount rate 3.99 % The following table summarizes the maturity of our operating liabilities as of January 31, 2020: Year ended July 31, 2020 (remaining six months) $ 219,219 2021 42,048 Total operating lease payments 261,267 Less: Imputed interest 3,528 Total operating lease liabilities $ 257,739 We had operating lease costs of $76,059 for the six months ended January 31, 2020. Our leases have remaining lease terms of 4 months to 1.5 years, inclusive of renewal or termination options that we are reasonably certain to exercise. |
SEGEMENTED DISCLOSURE
SEGEMENTED DISCLOSURE | 6 Months Ended |
Jan. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGEMENTED DISCLOSURE | NOTE 8. SEGEMENTED DISCLOSURE The following table shows operating activities information by geographic segment for the three and six months ended January 31, 2020 and 2019: Three Months Ended January 31, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 180,000 $ 1,827,603 $ 315,495 $ — $ 1,473,771 $ 3,796,869 Cost of goods sold — 1,226,464 30,485 — 719,873 1,976,822 Gross profit 180,000 601,139 285,010 — 753,898 1,820,047 OPERATING EXPENSES Selling, General and administrative expenses 70,351 556,947 266,860 334 1,398,467 2,292,959 Salaries and wages 3,392,632 664,319 16,324 3,135 185,285 4,261,695 Professional fees 272,553 22,258 3,297 311 160,054 458,473 Depreciation 31,536 50,111 7,682 3,965 42,166 135,460 Total Operating Expenses 3,767,072 1,293,635 294,163 7,745 1,785,972 7,148,587 LOSS FROM OPERATIONS (3,587,072 ) (692,496 ) (9,153 ) (7,745 ) (1,032,074 ) (5,328,540 ) OTHER INCOME (EXPENSE) 1,695 1,629 260 (22 ) 75,951 79,513 Net Loss $ (3,585,377 ) $ (690,867 ) $ (8,893 ) $ (7,767 ) $ (956,123 ) $ (5,249,027 ) During the three months ended January 31, 2020, our Indonesian entities generated sale of products through a direct marketing network of approximately $1.5 million. During the three months ended January 31, 2020, our Malaysian entities generated revenue from Yippi in-app purchases of approximately $1.1 million and revenue from Togago platform of approximately $767,000. During the three months ended January 31, 2020, our Taiwan entity generated revenue through the direct marketing network sales of approximately $315,000. During the three months ended January 31, 2020, our USA parent company recognized royalty fee revenue of approximately $180,000 from Agel Enterprise International Sdn Bhd. and Toga Japan. During the three months ended January 31, 2020, our Malaysian (includes Taiwan) and Indonesian entities incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions. Three Months Ended January 31, 2019 USA Malaysia Taiwan Indonesia Total Revenue $ 60,000 $ 332,554 $ 463,829 $ — $ 856,383 Cost of goods sold — 139,380 47,050 — 186,430 Gross profit 60,000 193,174 416,779 — 669,953 OPERATING EXPENSES Selling, General and administrative expenses 20,557 258,833 513,037 (5,595 ) 786,832 Salaries and wages — 423,333 17,464 15,989 456,786 Professional fees 247,681 48,088 2,821 19,432 318,022 Depreciation — 8,518 1,788 2,833 13,139 Total Operating Expenses 268,238 738,772 535,110 32,659 1,574,779 LOSS FROM OPERATIONS (208,238 ) (545,598 ) (118,331 ) (32,659 ) (904,826 ) OTHER INCOME (EXPENSE) — 2,231 154 130 2,515 Net Loss $ (208,238 ) $ (543,367 ) $ (118,177 ) $ (32,529 ) $ (902,311 ) During the three months ended January 31, 2019, our Malaysian entities recognized management fee revenue of approximately $219,000 and advertising revenue of approximately $65,000. During the three months ended January 31, 2019, our Taiwan entity generated revenue through the direct marketing network sales of approximately $464,000. During the three months ended January 31, 2019, our USA parent company recognized royalty fee revenue of approximately $60,000 from Agel Enterprise International Sdn Bhd. During the three months ended January 31, 2019, our Malaysian entities incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions. Six Months Ended January 31, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 240,000 $ 2,803,170 $ 623,518 $ — $ 2,876,167 $ 6,542,855 Cost of goods sold 2,906,955 71,169 — 1,407,060 4,385,184 Gross profit 240,000 (103,785 ) 552,349 — 1,469,107 2,157,671 OPERATING EXPENSES Selling, General and administrative expenses 167,621 1,238,165 806,793 4,712 2,941,478 5,158,769 Salaries and wages 3,492,102 1,338,978 28,478 6,270 236,085 5,101,913 Professional fees 604,111 56,481 3,619 760 268,617 933,588 Depreciation 32,792 91,687 9,459 3,965 48,360 186,263 Total Operating Expenses 4,296,626 2,725,311 848,349 15,707 3,494,540 11,380,533 LOSS FROM OPERATIONS (4,056,626 ) (2,829,096 ) (296,000 ) (15,707 ) (2,025,433 ) (9,222,862 ) OTHER INCOME (EXPENSE) 4,077 25,654 260 5 115,497 145,493 Net Loss $ (4,052,549 ) $ (2,803,442 ) $ (295,740 ) $ (15,702 ) $ (1,909,936 ) $ (9,077,369 ) During the six months ended January 31, 2020, our Indonesian entities generated sale of products through a direct marketing network of approximately $2.9 million. During the six months ended January 31, 2020, our Malaysian entities generated revenue from Yippi in-app purchases of approximately $2.0 million and revenue from Togago platform of approximately of $772,000. During the six months ended January 31, 2020, our Taiwan entity generated revenue through the direct marketing network sales of approximately $624,000. During the six months ended January 31, 2020, our USA parent company recognized royalty fee revenue of approximately $240,000 from Agel Enterprise International Sdn Bhd. and Toga Japan. During the six months ended January 31, 2020, our Malaysian and Indonesian entities incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions. Six Months Ended January 31, 2019 USA Malaysia Taiwan Indonesia Total Revenue $ 120,000 $ 783,857 $ 695,279 $ — $ 1,599,136 Cost of goods sold — 176,935 67,288 — 244,223 Gross profit 120,000 606,922 627,991 — 1,354,913 OPERATING EXPENSES Selling, General and administrative expenses 65,614 426,096 779,756 22,407 1,293,873 Salaries and wages — 593,436 25,901 28,827 648,164 Professional fees 531,271 74,227 4,240 19,903 629,641 Depreciation — 14,667 3,352 5,644 23,663 Total Operating Expenses 596,885 1,108,426 813,249 76,781 2,595,341 LOSS FROM OPERATIONS (476,885 ) (501,504 ) (185,258 ) (76,781 ) (1,240,428 ) OTHER INCOME (EXPENSE) — 2,231 154 269 2,654 Net Loss $ (476,885 ) $ (499,273 ) $ (185,104 ) $ (76,512 ) $ (1,237,774 ) During the six months ended January 31, 2019, our Malaysian entities recognized management fee revenue of $542,000 and advertising revenue of approximately $145,000. During the six months ended January 31, 2019, our Taiwan entity generated revenue through the direct marketing network sales of approximately $695,000. During the six months ended January 31, 2019, our USA parent company recognized royalty fee revenue of approximately $120,000 from Agel Enterprise International Sdn Bhd. During the six months ended January 31, 2019, our Malaysian entities incurred general administrative expenses primarily related to maintenance of applications, corporate overhead, financial and administrative contracted services, professional fees, salaries and wages, legal fees for reorganization of the Company and costs incurred for potential acquisitions. The following table shows assets information by geographic segment at January 31, 2020: USA Malaysia Taiwan Vietnam Indonesia Total Current assets $ 8,951,144 $ 2,261,941 $ 671,651 $ 30,635 $ 3,364,219 $ 15,279,590 Operating lease right-of-use assets 65,089 14,919 8,027 5,330 164,374 257,739 Property and equipment, net 32,024 4,493,742 15,121 — 171,056 4,711,943 Intangible assets - goodwill — 11,718 — — — 11,718 Total assets $ 9,048,257 $ 6,782,320 $ 694,799 $ 35,965 $ 3,699,649 $ 20,260,990 As of January 31, 2020, our USA parent company has current assets of $8.9 million primarily includes cash and cash equivalents of $8.8 million. As of January 31, 2020, our Malaysian entities have current assets of $2.7 million primarily includes cash and cash equivalents of $345,000, prepaid expenses and other current assets of $555,000 and accounts receivable of $1.4 million. As of January 31, 2020, our Malaysian entities have property and equipment of $4.5 million including land and building of $3.9 million, software of $145,000, automobile of $135,000, leasehold improvement of $99,000 and furniture and equipment of $110,000 As of January 31, 2020, our Taiwan entity has current assets of $672,000 primarily includes cash and cash equivalent of $445,000 and inventory of $187,000. As of January 31, 2020, our Indonesian entities have current assets of $3.4 million primarily includes cash and cash equivalents of $2.1 million, inventory of $521,000, prepaid expenses and other current assets of $416,000 and accounts receivable of $300,000. As of January 31, 2020, our Indonesian entities have operating lease right-of-use assets of $164,000. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jan. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On July 29, 2019, TOGL entered into two Sale and Purchase Agreements with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation for the purchase of certain real estate property. In furtherance to the purchase of that certain real estate property, the Company entered into a Subscription Agreement with Mammoth dated July 29, 2019 for the purchase of 118,174 shares of the Company’s common stock for an aggregate purchase price of $1,418,087, valued at $12.00, remitted by Mammoth in the form of legal title to the real estate property. As of January 31, 2020, title has not been passed to the Company and no shares have been issued. The Company has evaluated subsequent events from January 31, 2020 through the date these financial statements were issued and determined there are no additional events requiring disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. They do not include all information and notes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of Toga Limited for the year ended July 31, 2019, that was filed with the SEC on November 14, 2019. When used in these notes, the terms “Toga Limited,” “Company,” “we,” “us” and “our” mean Toga Limited and all entities included in our condensed consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended January 31, 2020 are not necessarily indicative of the results that may be expected for the year ending July 31, 2020. |
Reclassification | Reclassification Income statement Certain amounts from prior periods have been reclassified to conform to the current period presentation. Equity statement The Company has reclassified a balance related to Non-controlling interest to Accumulated other comprehensive income as of July 31, 2019. The impact was an increase of Non-controlling interest of $116,736 and a decrease in the Accumulated other comprehensive income of $116,736. The equity reclassification was due to an incorrect classification of the Non-controlling interest balance during the year-ended July 31, 2019. These reclassifications had no effect on the reported results of operations. |
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. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share when their inclusion would have an anti-dilutive effect due to our continuing net losses. As at January 31, 2020, the Company has potentially 126,792 dilutive securities from outstanding stock options, which were excluded from the computation of diluted net loss per common share as the result of the computation was anti-dilutive. |
Inventories | Inventories Inventories are stated at lower of cost or net realizable value, with cost being determined on the first-in, first-out (“FIFO”) method. No reserves are considered necessary for slow moving or obsolete inventory as inventory on hand at year-end was purchased near the end of the year. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. As of January 31, 2020, and July 31, 2019, the Company had inventories consisting of finished goods of $715,977 and $162,985, respectively. |
Leases | Leases Effective August 1, 2019, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2016-02 (collectively, the “new leases standard”), which modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new leases standard utilizing the modified retrospective transition method, under which amounts in prior periods presented were not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $333,798 of right-of-use (“ROU”) assets and $333,798 of lease liabilities on its Condensed Consolidated Balance Sheet. |
Equipment and Furniture | Equipment and Furniture Property and equipment are stated at cost. Depreciation is computed on the straight-line method. The depreciation and amortization methods are designed to amortize the cost of the assets over their estimated useful lives, in years, of the respective assets as follows: Building 20 years Renovation 1 to 5 years Fixtures and Furniture 4 to 5 years Tools and Equipment 4 to 5 years Vehicles 3 to 5 years Computer Equipment 4 to 5 years Software 3 years Maintenance and repairs are charged to expense as incurred. Improvements of a major nature are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed from the accounts and any gains or losses are reflected in income. The long-lived assets of the Company are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the six months ended January 31, 2020 and 2019, no impairment losses have been identified. |
Stock-based Compensation | Stock-based Compensation We account for stock-based awards at fair value on the date of grant, and recognize compensation over the service-period that they are expected to vest. We estimate the fair value of stock options and stock purchase warrants using the Black-Scholes option pricing model. The estimated value of the portion of a stock-based award that is ultimately expected to vest, taking into consideration estimated forfeitures, is recognized as expense over the requisite service periods. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time, of other comparative securities, equal to the weighted average life of the options. The estimate of stock awards that will ultimately vest requires judgment, and to the extent that actual forfeitures differ from estimated forfeitures, such differences are accounted for as a cumulative adjustment to compensation expenses and recorded in the period that estimates are revised. Stock-based compensation incurred for the six months ended January 31, 2020 and 2019, respectively, are summarized as follows: Six Months Ended January 31, 2020 2019 Vesting of stock options issued to directors and officers $ 88,059 $ — Common stock issued to employees 3,294,043 Total $ 3,382,102 $ — |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued new accounting guidance related to revenue from contracts with customers. The core principle of the Standard is that recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new guidance requires that companies disclose the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company has chosen to early adopt and apply the standards beginning in the fiscal year ended July 31, 2019 , The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers. Revenue related to contracts with customers is evaluated utilizing the following steps: (i) Identify the contract, or contracts, with a customer; (ii) Identify the performance obligations in the contract; (iii) Determine the transaction price; (iv) Allocate the transaction price to the performance obligations in the contract; (v) Recognize revenue when the Company satisfies a performance obligation. When the Company enters into a contract, the Company analyzes the services required in the contract in order to identify the required performance obligations which would indicate the Company has met and fulfilled its obligations. For the current contracts in place, the Company has identified performance obligations as agreement from both parties (implicit or explicit) that the obligations have been met. To appropriately identify the performance obligations, the Company considers all of the services required to be satisfied per the contract, whether explicitly stated or implicitly implied. The Company allocates the full transaction price to the single performance obligation being satisfied. The Company recognizes revenue when the customer confirms to the Company that all of the terms and conditions of the contract has been met. During the six months ended January 31, 2020, the Company derived its revenues from the following: · Sale of products through a direct marketing network (approximately $3.3 million) · Yippi in-apps purchase (approximately $2.1 million) · Togago platform revenue (approximately $772,000) · Royalty fees (approximately $240,000) · Advertising revenue (approximately $144,000) The Company analyses whether gross sales, or net sales should be recorded. Since the Company has control over establishing price, and has control over the related costs with earning revenues, it has recorded all revenues at the gross price. Deferred Revenue Deferred revenue mostly consists of Yippi in-app purchases received from users in advance of revenue recognition (see Note 4). The increase in the deferred revenue balance for the year ended December 31, 2019 was driven by cash payments from customers in advance of satisfying our performance obligations, offset by revenue recognized that was included in the deferred revenue balance at the beginning of the period. Concentration of Revenue by Customer During the three and six months ended January 31, 2020 and 2019, the Company's concentration of revenue for individual customers above 10% are as follows: Three Months Ended Six Months Ended January 31, January 31, 2020 2019 2020 2019 Agel Enterprises International Sdn. Bhd. 10.3 % 42 % 10.3 % 42 % Shen Zhen Ding Shang Network Technology 34.4 % — % 36.9 % — % AppAsia International Sdn. Bhd. 14.6 % — % 9.8 % — % Concentration of Revenue by Country: During the three and six months ended January 31, 2020 and 2019, the Company’s concentration of revenue by country are as follows: Three Months Ended Six Months Ended January 31, January 31, 2020 2019 2020 2019 Malaysia (TOGL Technology Sdn. Bhd) 55 % 92 % 52 % 92 % Indonesia (PT Toga International Indonesia) 41 % — % 44 % — % United States (Toga Limited) 4 % 8 % 4 % 8 % The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded in accordance with ASC 310, “Receivables.” As of January 31, 2020, the Company’s accounts receivable are concentrated 54% with Shen Zhen Shi Ding Shang Internet Tech Co., 21% with Angel Enterprises International Sdn. Bhd. and 18% with AppAsia International Sdn Bhd. As of January 31, 2019, the Company’s accounts receivable are concentrated 97% with Agel Enterprise International Sdn Bhd.. As of January 31, 2020, the Company’s accounts receivable are concentrated 98% in Malaysia (TOGL Technology Sdn. Bhd). As of January 31, 2019, the Company’s accounts receivable are concentrated 74% in Malaysia (TOGL Technology Sdn. Bhd), 26% in United States (Toga Limited). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 January 31, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Building 20 years Renovation 1 to 5 years Fixtures and Furniture 4 to 5 years Tools and Equipment 4 to 5 years Vehicles 3 to 5 years Computer Equipment 4 to 5 years Software 3 years |
Schedule of Stock-based Compensation | Six Months Ended January 31, 2020 2019 Vesting of stock options issued to directors and officers $ 88,059 $ — Common stock issued to employees 3,294,043 Total $ 3,382,102 $ — |
Schedule of concentration of revenue by customer | Three Months Ended Six Months Ended January 31, January 31, 2020 2019 2020 2019 Agel Enterprises International Sdn. Bhd. 10.3 % 42 % 10.3 % 42 % Shen Zhen Ding Shang Network Technology 34.4 % — % 36.9 % — % AppAsia International Sdn. Bhd. 14.6 % — % 9.8 % — % |
Schedule of concentration of revenue by country | Three Months Ended Six Months Ended January 31, January 31, 2020 2019 2020 2019 Malaysia (TOGL Technology Sdn. Bhd) 55 % 92 % 52 % 92 % Indonesia (PT Toga International Indonesia) 41 % — % 44 % — % United States (Toga Limited) 4 % 8 % 4 % 8 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of balance of property and equipment | January 31, July 31, 2020 2019 Building $ 4,052,755 $ 4,019,563 Renovation 268,842 154,120 Fixtures and furniture 118,829 69,557 Tools and equipment 138,085 92,494 Vehicles 165,323 163,969 Computer equipment 45,436 26,256 Software 145,000 — 4,934,270 4,525,959 Accumulated depreciation (222,327 ) (104,707 ) $ 4,711,943 $ 4,421,252 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of accounts payable and accrued liabilities | January 31, 2020 July 31, 2019 Trades payable $ 3,568,565 $ 3,948,695 Wages and commission accruals 1,175,584 166,752 Other accruals 688,539 105,966 $ 5,432,688 $ 4,221,413 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of deferred revenue by segment | January 31, 2020 July 31, 2019 Malaysia $ 5,256,880 $ 1,548,398 Taiwan 26,337 142,939 Indonesia — 90,915 $ 5,283,217 $ 1,782,252 |
Schedule of changes in deferred revenue | Six Months Ended January 31, 2020 Balance, beginning of period $ 1,782,252 Deferral of revenue 6,864,924 Recognition of deferred revenue (3,363,959 ) Balance, end of period $ 5,283,217 |
CHANGES IN EQUITY (Tables)
CHANGES IN EQUITY (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Equity [Abstract] | |
Schedule of fair value for options granted using Black-Scholes-Merton pricing model | For the six months ended January 31, 2020 Fair values $ 12.30—14.12 Exercise price $ 0.20 Expected term at issuance 1 year Expected average volatility 89.04—169.92 % Expected dividend yield — Risk-free interest rate 1.56—1.73 % |
Schedule of change in stock options outstanding | Weighted Weighted Remaining Average Average Contractual Options Exercise Grant Date Life Outstanding Price Fair Value (Years Balance – July 31, 2019 120,000 $ 0.30 $ 8.84 $ 1.63 Options issued 6,792 0.20 12.30 1.50 Options expired — — — — Options exercised — — — — Balance – January 31, 2020 126,792 $ 0.29 $ 9.13 $ 1.15 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Leases [Abstract] | |
Schedule of operating leases | January 31, 2020 Operating lease ROU assets $ 257,739 Current portion of operating lease liabilities $ 215,913 Noncurrent portion of operating lease liabilities 41,826 Total operating lease liabilities $ 257,739 |
Schedule of operating leases term | Weighted-average remaining lease term 0.71 years Weighted-average discount rate 3.99 % |
Schedule of maturity of operating liabilities | Year ended July 31, 2020 (remaining six months) $ 219,219 2021 42,048 Total operating lease payments 261,267 Less: Imputed interest 3,528 Total operating lease liabilities $ 257,739 |
SEGEMENTED DISCLOSURE (Tables)
SEGEMENTED DISCLOSURE (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of operating activities and assets information by geographic segment | Three Months Ended January 31, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 180,000 $ 1,827,603 $ 315,495 $ — $ 1,473,771 $ 3,796,869 Cost of goods sold — 1,226,464 30,485 — 719,873 1,976,822 Gross profit 180,000 601,139 285,010 — 753,898 1,820,047 OPERATING EXPENSES Selling, General and administrative expenses 70,351 556,947 266,860 334 1,398,467 2,292,959 Salaries and wages 3,392,632 664,319 16,324 3,135 185,285 4,261,695 Professional fees 272,553 22,258 3,297 311 160,054 458,473 Depreciation 31,536 50,111 7,682 3,965 42,166 135,460 Total Operating Expenses 3,767,072 1,293,635 294,163 7,745 1,785,972 7,148,587 LOSS FROM OPERATIONS (3,587,072 ) (692,496 ) (9,153 ) (7,745 ) (1,032,074 ) (5,328,540 ) OTHER INCOME (EXPENSE) 1,695 1,629 260 (22 ) 75,951 79,513 Net Loss $ (3,585,377 ) $ (690,867 ) $ (8,893 ) $ (7,767 ) $ (956,123 ) $ (5,249,027 ) Three Months Ended January 31, 2019 USA Malaysia Taiwan Indonesia Total Revenue $ 60,000 $ 332,554 $ 463,829 $ — $ 856,383 Cost of goods sold — 139,380 47,050 — 186,430 Gross profit 60,000 193,174 416,779 — 669,953 OPERATING EXPENSES Selling, General and administrative expenses 20,557 258,833 513,037 (5,595 ) 786,832 Salaries and wages — 423,333 17,464 15,989 456,786 Professional fees 247,681 48,088 2,821 19,432 318,022 Depreciation — 8,518 1,788 2,833 13,139 Total Operating Expenses 268,238 738,772 535,110 32,659 1,574,779 LOSS FROM OPERATIONS (208,238 ) (545,598 ) (118,331 ) (32,659 ) (904,826 ) OTHER INCOME (EXPENSE) — 2,231 154 130 2,515 Net Loss $ (208,238 ) $ (543,367 ) $ (118,177 ) $ (32,529 ) $ (902,311 ) Six Months Ended January 31, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 240,000 $ 2,803,170 $ 623,518 $ — $ 2,876,167 $ 6,542,855 Cost of goods sold 2,906,955 71,169 — 1,407,060 4,385,184 Gross profit 240,000 (103,785 ) 552,349 — 1,469,107 2,157,671 OPERATING EXPENSES Selling, General and administrative expenses 167,621 1,238,165 806,793 4,712 2,941,478 5,158,769 Salaries and wages 3,492,102 1,338,978 28,478 6,270 236,085 5,101,913 Professional fees 604,111 56,481 3,619 760 268,617 933,588 Depreciation 32,792 91,687 9,459 3,965 48,360 186,263 Total Operating Expenses 4,296,626 2,725,311 848,349 15,707 3,494,540 11,380,533 LOSS FROM OPERATIONS (4,056,626 ) (2,829,096 ) (296,000 ) (15,707 ) (2,025,433 ) (9,222,862 ) OTHER INCOME (EXPENSE) 4,077 25,654 260 5 115,497 145,493 Net Loss $ (4,052,549 ) $ (2,803,442 ) $ (295,740 ) $ (15,702 ) $ (1,909,936 ) $ (9,077,369 ) Six Months Ended January 31, 2019 USA Malaysia Taiwan Indonesia Total Revenue $ 120,000 $ 783,857 $ 695,279 $ — $ 1,599,136 Cost of goods sold — 176,935 67,288 — 244,223 Gross profit 120,000 606,922 627,991 — 1,354,913 OPERATING EXPENSES Selling, General and administrative expenses 65,614 426,096 779,756 22,407 1,293,873 Salaries and wages — 593,436 25,901 28,827 648,164 Professional fees 531,271 74,227 4,240 19,903 629,641 Depreciation — 14,667 3,352 5,644 23,663 Total Operating Expenses 596,885 1,108,426 813,249 76,781 2,595,341 LOSS FROM OPERATIONS (476,885 ) (501,504 ) (185,258 ) (76,781 ) (1,240,428 ) OTHER INCOME (EXPENSE) — 2,231 154 269 2,654 Net Loss $ (476,885 ) $ (499,273 ) $ (185,104 ) $ (76,512 ) $ (1,237,774 ) The following table shows assets information by geographic segment at January 31, 2020: USA Malaysia Taiwan Vietnam Indonesia Total Current assets $ 8,951,144 $ 2,261,941 $ 671,651 $ 30,635 $ 3,364,219 $ 16,799,978 Operating lease right-of-use assets 65,089 14,919 8,027 5,330 164,374 257,739 Property and equipment, net 32,024 4,493,742 15,121 — 171,056 4,711,943 Intangible assets - goodwill — 11,718 — — — 11,718 Total assets $ 9,048,257 $ 6,782,320 $ 694,799 $ 35,965 $ 3,699,649 $ 20,260,990 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 6 Months Ended |
Jan. 31, 2020 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 20 years |
Renovation | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 1 to 5 years |
Fixtures and Furniture | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 to 5 years |
Tools and Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 to 5 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 to 5 years |
Computer Equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 4 to 5 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 6 Months Ended | |
Jan. 31, 2020 | Jan. 31, 2019 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock based compensation | $ 3,382,102 | $ 0 |
Directors and officers | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock based compensation | 88,059 | $ 0 |
Employees | ||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||
Stock based compensation | $ 3,294,043 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Agel Enterprise International Sdn Bhd | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 10.30% | 42.00% | 10.30% | 42.00% |
Shen Zhen Shi Ding Shang Internet Tech Co. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 34.40% | 0.00% | 36.90% | 0.00% |
Appasia International Sdn Bhd. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 14.60% | 0.00% | 9.80% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Malaysia (TOGL Technology Sdn. Bhd) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 55.00% | 92.00% | 52.00% | 92.00% |
Indonesia (PT Toga International Indonesia) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 41.00% | 0.00% | 44.00% | 0.00% |
United States (Toga Limited) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 4.00% | 8.00% | 4.00% | 8.00% |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | Jul. 31, 2019 | Aug. 01, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Increase of Non-controlling interest | $ 116,736 | |||||
Decrease in the Accumulated other comprehensive income (loss) | 116,736 | |||||
Inventories | $ 715,977 | $ 715,977 | $ 162,985 | |||
Goodwill | 11,718 | 11,718 | ||||
Revenue | 3,796,869 | $ 856,383 | 6,542,855 | $ 1,599,136 | ||
Right-of-use Assets | 257,739 | 257,739 | ||||
Lease Liability | 257,739 | 257,739 | ||||
Adoption of accounting Standards Update (ASU) No. 2016-02 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Right-of-use Assets | $ 333,798 | |||||
Lease Liability | $ 333,798 | |||||
Sale of products through a direct marketing network | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | 3,300,000 | |||||
Yippi in-app purchase | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | 2,100,000 | |||||
Togago platform | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | 772,000 | |||||
Royalty fees | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | 240,000 | |||||
Advertising | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | 144,000 | |||||
Malaysia (TOGL Technology Sdn. Bhd) | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Goodwill | 11,718 | 11,718 | ||||
Revenue | $ 1,827,603 | $ 332,554 | $ 2,803,170 | $ 783,857 | ||
Accounts receivable percentage | 98.00% | 74.00% | 98.00% | 74.00% | ||
Right-of-use Assets | $ 14,919 | $ 14,919 | ||||
Indonesia (PT Toga International Indonesia) | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Inventories | 521,000 | 521,000 | ||||
Goodwill | 0 | 0 | ||||
Revenue | 1,473,771 | $ 0 | 2,876,167 | $ 0 | ||
Right-of-use Assets | 164,374 | 164,374 | ||||
United States (Toga Limited) | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Goodwill | 0 | 0 | ||||
Revenue | 180,000 | $ 60,000 | 240,000 | $ 120,000 | ||
Accounts receivable percentage | 26.00% | 26.00% | ||||
Right-of-use Assets | $ 65,089 | $ 65,089 | ||||
Stock options | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Dilutive securities excluded from computation of diluted net loss per common share | 126,792 | |||||
Shen Zhen Shi Ding Shang Internet Tech Co. | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accounts receivable percentage | 54.00% | 54.00% | ||||
Appasia International Sdn Bhd. | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accounts receivable percentage | 18.00% | 18.00% | ||||
Agel Enterprise International Sdn Bhd | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accounts receivable percentage | 21.00% | 97.00% | 21.00% | 97.00% |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 4,934,270 | $ 4,525,959 |
Accumulated depreciation | (222,327) | (104,707) |
Total Property and Equipment, net | 4,711,943 | 4,421,252 |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 4,052,755 | 4,019,563 |
Renovation | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 268,842 | 154,120 |
Fixtures and Furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 118,829 | 69,557 |
Tools and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 138,085 | 92,494 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 165,323 | 163,969 |
Computer Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | 45,436 | 26,256 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total Property and Equipment | $ 145,000 | $ 0 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 135,460 | $ 13,139 | $ 186,263 | $ 23,663 |
Acquired property and equipment in cash | $ 362,986 | $ 134,919 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trades payable | $ 3,568,565 | $ 3,948,695 |
Wages and commission accruals | 1,175,584 | 166,752 |
Other accruals | 688,539 | 105,966 |
Accounts payable and accrued liabilities | $ 5,432,688 | $ 4,221,413 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - Yippi - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Deferred Revenue | $ 5,283,217 | $ 1,782,252 |
Malaysia | ||
Deferred Revenue | 5,256,880 | 1,548,398 |
Taiwan | ||
Deferred Revenue | 26,337 | 142,939 |
Indonesia | ||
Deferred Revenue | $ 0 | $ 90,915 |
DEFERRED REVENUE (Details 1)
DEFERRED REVENUE (Details 1) - Yippi | 6 Months Ended |
Jan. 31, 2020USD ($) | |
Balance, beginning of period | $ 1,782,252 |
Deferral of revenue | 6,864,924 |
Recognition of deferred revenue | (3,363,959) |
Balance, end of period | $ 5,283,217 |
DEFERRED REVENUE (Detail Textua
DEFERRED REVENUE (Detail Textuals) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Yippi | ||
Deferred Revenue | $ 5,283,217 | $ 1,782,252 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | Sep. 09, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | Jul. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Notes due to related parties | $ 24,126 | |||||
Due to related party | $ 77,131 | $ 77,131 | 1,083 | |||
Repayment to related party note | 24,793 | $ 56,524 | ||||
Consulting fees | 458,473 | $ 318,022 | 933,588 | 629,641 | ||
Wages | 4,261,695 | $ 456,786 | 5,101,913 | 648,164 | ||
Purchase of property and equipment from related party | 0 | 20,566 | ||||
Toga Capital | ||||||
Related Party Transaction [Line Items] | ||||||
Amount borrowed from related party debt | 21,845 | 0 | ||||
Repayment to related party note | 1,493 | 56,524 | ||||
Expenses paid by related party | 0 | 65,925 | ||||
Agel Enterprise International Sdn Bhd | ||||||
Related Party Transaction [Line Items] | ||||||
Number of share granted | 20,000 | |||||
Director | ||||||
Related Party Transaction [Line Items] | ||||||
Director's fees | 20,000 | 0 | ||||
Consulting fees | $ 15,000 | 0 | ||||
Number of share granted | 315 | |||||
Value of share granted | $ 4,536 | |||||
Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Amount borrowed from related party debt | 78,996 | 12,409 | ||||
Repayment to related party note | 23,300 | 0 | ||||
CFO | ||||||
Related Party Transaction [Line Items] | ||||||
Wages | $ 90,000 | $ 0 | ||||
Common stock | Directors and CFO | ||||||
Related Party Transaction [Line Items] | ||||||
Number of share granted | 6,792 | 0 | ||||
Value of share granted | $ 88,060 | $ 0 | ||||
Non-interest bearing demand loans | Director | ||||||
Related Party Transaction [Line Items] | ||||||
Notes due to related parties | $ 24,126 | $ 24,126 | $ 24,126 |
CHANGES IN EQUITY (Details)
CHANGES IN EQUITY (Details) | 6 Months Ended |
Jan. 31, 2020USD ($)Percent | |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | $ | 0.20 |
Expected term at issuance | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Term | 1 year |
Expected dividend yield | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values | $ | $ 12.30 |
Minimum | Expected average volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 89.04 |
Minimum | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1.56 |
Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair values | $ | $ 14.12 |
Maximum | Expected average volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 169.92 |
Maximum | Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1.73 |
CHANGES IN EQUITY (Details 1)
CHANGES IN EQUITY (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jan. 31, 2020 | Jul. 31, 2019 | |
Options Outstanding | ||
Balance | 120,000 | |
Options issued | 6,792 | |
Options expired | 0 | |
Options exercised | 0 | |
Balance | 126,792 | 120,000 |
Weighted Average Exercise Price | ||
Balance | $ 0.30 | |
Options issued | 0.20 | |
Options expired | 0 | |
Options exercised | 0 | |
Balance | 0.29 | $ 0.30 |
Weighted Average Grant Date Fair Value, Options issued | 12.30 | |
Weighted Average Grant Date Fair Value | $ 9.13 | $ 8.84 |
Average Remaining Contractual Life (Years), Options issued | 1 year 6 months | |
Average Remaining Contractual Life (Years) | 1 year 1 month 24 days | 1 year 7 months 17 days |
CHANGES IN EQUITY (Detail Textu
CHANGES IN EQUITY (Detail Textuals) - USD ($) | Sep. 09, 2019 | Sep. 05, 2019 | Oct. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2020 |
Equity [Line Items] | |||||
Number of options granted to CFO | 6,792 | ||||
Exercise price | $ 0.20 | ||||
Amount stock options granted to CFO | $ 88,060 | ||||
Common stock | |||||
Equity [Line Items] | |||||
Cancellation of common shares (in shares) | 24,614 | 24,614 | 20,000 | ||
Common stock issued for employee compensation | 253,039 | ||||
Value of common stock issued for employee compensation | $ 3,289,507 | ||||
Agel Enterprise International Sdn Bhd | |||||
Equity [Line Items] | |||||
Number of stock issued | 20,000 | ||||
Director | |||||
Equity [Line Items] | |||||
Number of stock issued | 315 | ||||
Value of common stock issued | $ 4,536 |
LEASES (Details)
LEASES (Details) | Jan. 31, 2020USD ($) |
Leases [Abstract] | |
Operating lease ROU assets | $ 257,739 |
Current portion of operating lease liabilities | 215,913 |
Noncurrent portion of operating lease liabilities | 41,826 |
Total operating lease liabilities | $ 257,739 |
LEASES (Details 1)
LEASES (Details 1) | Jan. 31, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term | 8 months 15 days |
Weighted-average discount rate | 3.99% |
LEASES (Details 2)
LEASES (Details 2) | Jan. 31, 2020USD ($) |
Leases [Abstract] | |
2020 (remaining six months) | $ 219,219 |
2021 | 42,048 |
Total operating lease payments | 261,267 |
Less: Imputed interest | 3,528 |
Operating Lease, Liability, Total | $ 257,739 |
LEASES (Detail Textuals)
LEASES (Detail Textuals) | 6 Months Ended |
Jan. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease liabilities | $ 257,739 |
Right-of-use Assets | 257,739 |
Operating lease costs | $ 76,059 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms inclusive of renewal or termination options | 4 months |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms inclusive of renewal or termination options | 1 year 6 months |
SEGEMENTED DISCLOSURE (Details)
SEGEMENTED DISCLOSURE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2020 | Oct. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2020 | Jan. 31, 2019 | |
Revenue | $ 3,796,869 | $ 856,383 | $ 6,542,855 | $ 1,599,136 | ||
Cost of goods sold | 1,976,822 | 186,430 | 4,385,184 | 244,223 | ||
Gross profit | 1,820,047 | 669,953 | 2,157,671 | 1,354,913 | ||
OPERATING EXPENSES | ||||||
Selling, General and administrative expenses | 2,292,959 | 786,832 | 5,158,769 | 1,293,873 | ||
Salaries and wages | 4,261,695 | 456,786 | 5,101,913 | 648,164 | ||
Professional fees | 458,473 | 318,022 | 933,588 | 629,641 | ||
Depreciation | 135,460 | 13,139 | 186,263 | 23,663 | ||
Total Operating Expenses | 7,148,587 | 1,574,779 | 11,380,533 | 2,595,341 | ||
LOSS FROM OPERATIONS | (5,328,540) | (904,826) | (9,222,862) | (1,240,428) | ||
OTHER INCOME (EXPENSE) | 79,513 | 2,515 | 145,493 | 2,654 | ||
Net Loss | (5,249,027) | $ (3,828,342) | (902,311) | $ (335,463) | (9,077,369) | (1,237,774) |
USA | ||||||
Revenue | 180,000 | 60,000 | 240,000 | 120,000 | ||
Cost of goods sold | 0 | 0 | 0 | |||
Gross profit | 180,000 | 60,000 | 240,000 | 120,000 | ||
OPERATING EXPENSES | ||||||
Selling, General and administrative expenses | 70,351 | 20,557 | 167,621 | 65,614 | ||
Salaries and wages | 3,392,632 | 0 | 3,492,102 | 0 | ||
Professional fees | 272,553 | 247,681 | 604,111 | 531,271 | ||
Depreciation | 31,536 | 0 | 32,792 | 0 | ||
Total Operating Expenses | 3,767,072 | 268,238 | 4,296,626 | 596,885 | ||
LOSS FROM OPERATIONS | (3,587,072) | (208,238) | (4,056,626) | (476,885) | ||
OTHER INCOME (EXPENSE) | 1,695 | 0 | 4,077 | 0 | ||
Net Loss | (3,585,377) | (208,238) | (4,052,549) | (476,885) | ||
Malaysia | ||||||
Revenue | 1,827,603 | 332,554 | 2,803,170 | 783,857 | ||
Cost of goods sold | 1,226,464 | 139,380 | 2,906,955 | 176,935 | ||
Gross profit | 601,139 | 193,174 | (103,785) | 606,922 | ||
OPERATING EXPENSES | ||||||
Selling, General and administrative expenses | 556,947 | 258,833 | 1,238,165 | 426,096 | ||
Salaries and wages | 664,319 | 423,333 | 1,338,978 | 593,436 | ||
Professional fees | 22,258 | 48,088 | 56,481 | 74,227 | ||
Depreciation | 50,111 | 8,518 | 91,687 | 14,667 | ||
Total Operating Expenses | 1,293,635 | 738,772 | 2,725,311 | 1,108,426 | ||
LOSS FROM OPERATIONS | (692,496) | (545,598) | (2,829,096) | (501,504) | ||
OTHER INCOME (EXPENSE) | 1,629 | 2,231 | 25,654 | 2,231 | ||
Net Loss | (690,867) | (543,367) | (2,803,442) | (499,273) | ||
Taiwan | ||||||
Revenue | 315,495 | 463,829 | 623,518 | 695,279 | ||
Cost of goods sold | 30,485 | 47,050 | 71,169 | 67,288 | ||
Gross profit | 285,010 | 416,779 | 552,349 | 627,991 | ||
OPERATING EXPENSES | ||||||
Selling, General and administrative expenses | 266,860 | 513,037 | 806,793 | 779,756 | ||
Salaries and wages | 16,324 | 17,464 | 28,478 | 25,901 | ||
Professional fees | 3,297 | 2,821 | 3,619 | 4,240 | ||
Depreciation | 7,682 | 1,788 | 9,459 | 3,352 | ||
Total Operating Expenses | 294,163 | 535,110 | 848,349 | 813,249 | ||
LOSS FROM OPERATIONS | (9,153) | (118,331) | (296,000) | (185,258) | ||
OTHER INCOME (EXPENSE) | 260 | 154 | 260 | 154 | ||
Net Loss | (8,893) | (118,177) | (295,740) | (185,104) | ||
Vietnam | ||||||
Revenue | 0 | 0 | ||||
Cost of goods sold | 0 | 0 | ||||
Gross profit | 0 | 0 | ||||
OPERATING EXPENSES | ||||||
Selling, General and administrative expenses | 334 | 4,712 | ||||
Salaries and wages | 3,135 | 6,270 | ||||
Professional fees | 311 | 760 | ||||
Depreciation | 3,965 | 3,965 | ||||
Total Operating Expenses | 7,745 | 15,707 | ||||
LOSS FROM OPERATIONS | (7,745) | (15,707) | ||||
OTHER INCOME (EXPENSE) | (22) | 5 | ||||
Net Loss | (7,767) | (15,702) | ||||
Indonesia | ||||||
Revenue | 1,473,771 | 0 | 2,876,167 | 0 | ||
Cost of goods sold | 719,873 | 0 | 1,407,060 | 0 | ||
Gross profit | 753,898 | 0 | 1,469,107 | 0 | ||
OPERATING EXPENSES | ||||||
Selling, General and administrative expenses | 1,398,467 | (5,595) | 2,941,478 | 22,407 | ||
Salaries and wages | 185,285 | 15,989 | 236,085 | 28,827 | ||
Professional fees | 160,054 | 19,432 | 268,617 | 19,903 | ||
Depreciation | 42,166 | 2,833 | 48,360 | 5,644 | ||
Total Operating Expenses | 1,785,972 | 32,659 | 3,494,540 | 76,781 | ||
LOSS FROM OPERATIONS | (1,032,074) | (32,659) | (2,025,433) | (76,781) | ||
OTHER INCOME (EXPENSE) | 75,951 | 130 | 115,497 | 269 | ||
Net Loss | $ (956,123) | $ (32,529) | $ (1,909,936) | $ (76,512) |
SEGEMENTED DISCLOSURE (Details
SEGEMENTED DISCLOSURE (Details 1) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Current assets | $ 15,279,590 | $ 16,573,456 |
Operating lease right-of-use assets | 257,739 | |
Property and equipment, net | 4,711,943 | 4,421,252 |
Intangible asset - goodwill | 11,718 | |
Total assets | 20,260,990 | $ 21,006,426 |
USA | ||
Current assets | 8,951,144 | |
Operating lease right-of-use assets | 65,089 | |
Property and equipment, net | 32,024 | |
Intangible asset - goodwill | 0 | |
Total assets | 9,048,257 | |
Malaysia | ||
Current assets | 2,261,941 | |
Operating lease right-of-use assets | 14,919 | |
Property and equipment, net | 4,493,742 | |
Intangible asset - goodwill | 11,718 | |
Total assets | 6,782,320 | |
Taiwan | ||
Current assets | 671,651 | |
Operating lease right-of-use assets | 8,027 | |
Property and equipment, net | 15,121 | |
Intangible asset - goodwill | 0 | |
Total assets | 694,799 | |
Vietnam | ||
Current assets | 30,635 | |
Operating lease right-of-use assets | 5,330 | |
Property and equipment, net | 0 | |
Intangible asset - goodwill | 0 | |
Total assets | 35,965 | |
Indonesia | ||
Current assets | 3,364,219 | |
Operating lease right-of-use assets | 164,374 | |
Property and equipment, net | 171,056 | |
Intangible asset - goodwill | 0 | |
Total assets | $ 3,699,649 |
SEGEMENTED DISCLOSURE (Detail T
SEGEMENTED DISCLOSURE (Detail Textuals) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2020 | Jan. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2018 | |
Current assets | $ 15,279,590 | $ 15,279,590 | $ 16,573,456 | |||
Cash and cash equivalents | 11,981,078 | $ 1,997,345 | 11,981,078 | $ 1,997,345 | 14,916,556 | $ 1,064,672 |
Inventories | 715,977 | 715,977 | 162,985 | |||
Accounts receivable, net | 1,688,266 | 1,688,266 | 294,266 | |||
Property and equipment, net | 4,711,943 | 4,711,943 | $ 4,421,252 | |||
Operating lease right-of-use assets | 257,739 | 257,739 | ||||
USA | ||||||
Current assets | 8,951,144 | 8,951,144 | ||||
Cash and cash equivalents | 8,800,000 | 8,800,000 | ||||
Property and equipment, net | 32,024 | 32,024 | ||||
Operating lease right-of-use assets | 65,089 | 65,089 | ||||
USA | Agel Enterprise International Sdn Bhd | ||||||
Management fee revenue | 180,000 | |||||
USA | Royalty fee revenue | Agel Enterprise International Sdn Bhd | ||||||
Revenue | 60,000 | 240,000 | 120,000 | |||
Malaysia | ||||||
Current assets | 2,261,941 | 2,261,941 | ||||
Cash and cash equivalents | 345,000 | 345,000 | ||||
Prepaid expense and other current assets | 555,000 | 555,000 | ||||
Accounts receivable, net | 1,400,000 | 1,400,000 | ||||
Property and equipment, net | 4,493,742 | 4,493,742 | ||||
Advertising revenue | 65,000 | 145,000 | ||||
Management fee revenue | 219,000 | 542,000 | ||||
Operating lease right-of-use assets | 14,919 | 14,919 | ||||
Malaysia | Land and building | ||||||
Property and equipment, net | 3,900,000 | 3,900,000 | ||||
Malaysia | Automobile | ||||||
Property and equipment, net | 135,000 | 135,000 | ||||
Malaysia | Leasehold improvement | ||||||
Property and equipment, net | 99,000 | 99,000 | ||||
Malaysia | Tools and Equipment | ||||||
Property and equipment, net | 110,000 | 110,000 | ||||
Malaysia | Software | ||||||
Property and equipment, net | 145,000 | 145,000 | ||||
Malaysia | Togago platform | ||||||
Revenue | 767,000 | 772,000 | ||||
Malaysia | Yippi | ||||||
Advertising revenue | 1,100,000 | 2,000,000 | ||||
Taiwan | ||||||
Current assets | 671,651 | 671,651 | ||||
Cash and cash equivalents | 445,000 | 445,000 | ||||
Inventories | 187,000 | 187,000 | ||||
Property and equipment, net | 15,121 | 15,121 | ||||
Operating lease right-of-use assets | 8,027 | 8,027 | ||||
Taiwan | Direct marketing network | ||||||
Revenue | 315,000 | $ 464,000 | 624,000 | $ 695,000 | ||
Vietnam | ||||||
Current assets | 30,635 | 30,635 | ||||
Property and equipment, net | 0 | 0 | ||||
Operating lease right-of-use assets | 5,330 | 5,330 | ||||
Indonesia | ||||||
Current assets | 3,364,219 | 3,364,219 | ||||
Cash and cash equivalents | 2,100,000 | 2,100,000 | ||||
Inventories | 521,000 | 521,000 | ||||
Prepaid expense and other current assets | 416,000 | 416,000 | ||||
Accounts receivable, net | 300,000 | 300,000 | ||||
Property and equipment, net | 171,056 | 171,056 | ||||
Operating lease right-of-use assets | 164,374 | 164,374 | ||||
Indonesia | Direct marketing network | ||||||
Revenue | $ 1,500,000 | $ 2,900,000 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - Sale and Purchase Agreements - Mammoth Empire Estate Sdn. Bhd | 1 Months Ended |
Jul. 29, 2019USD ($)$ / sharesshares | |
Subsequent Event [Line Items] | |
Number of stock issued | shares | 118,174 |
Value of common stock issued | $ | $ 1,418,087 |
Share price | $ / shares | $ 12 |