Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2019 | Jan. 18, 2021 | |
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 | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 91,013,640 | |
Document Type | 10-Q/A | |
Document Period End Date | Apr. 30, 2019 | |
Amendment Flag | true | |
Amendment Description | This Amendment No. 1 to the Form 10-Q (this “Amendment”) amends the Quarterly Report on Form 10-Q of Toga Limited (the “Company”) for the quarterly period ended April 30, 2019, filed on June 18, 2019 with the Securities and Exchange Commission (the “Form 10-Q”) resulting from improper timing of revenue recognition from PT. Toga International Indonesia (“PT Toga”), the Company’s wholly owned Indonesian subsidiary. In the course of preparing the Form 10-K for the annual period ended July 30, 2020, the Company’s management discovered that revenue recognition was occurring on the collection of proceeds rather than on the shipment of product. In addition, the related commissions expense is being restated to properly reflect these costs against the restated revenues, resulting in a contract asset balance for the portion of the commission expenses for which revenue recognition was deferred. A summary of the accounting impact of these adjustments to the Company’s condensed consolidated unaudited financial statements as of and for the three months and nine months ended April 30, 2019 is provided at “Note 9. Restatement of Financial Statements.” This Amendment also amends and includes a summary of updates to the business description of the Company to include descriptions of the Company’s direct marketing line of business and the Company’s general services agreement with a related party, both of which comprise the majority of the Company’s revenue during the quarterly period ended April 30, 2019. These discussions are not meant to update the discussions set forth in the Company’s Form 10-K/A for the fiscal year ended July 31, 2019 we anticipate to be filed on or about January 30, 2021. In order to provide the Company’s shareholders with a better understanding of the Company’s business, this Amendment also includes in “Note 10. Subsequent Events,” events that have occurred subsequent to the original filing date, in addition to modifying and updating Management’s Discussion and Analysis of Financial Condition and Results of Operations and other disclosures made in the original Form 10-Q to be accurate as of the date of filing of this Amendment. Finally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934 , as amended (the “Exchange Act ”), the Company is also including with this Amendment No. 1 currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer (attached as Exhibits 31.1, 31.2, 32.1, and 32.2). | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Apr. 30, 2019 | Jul. 31, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 2,817,300 | $ 1,064,672 |
Accounts receivable, net | 13,652 | 367,918 |
Accounts receivable - related party, net | 204,538 | |
Prepaid expense and other current assets | 1,875,798 | 25,958 |
Inventories | 206,107 | |
Total Current Assets | 5,117,395 | 1,458,548 |
Property and equipment | 327,265 | 135,706 |
Intangible asset - digital currency | 5,231,858 | 1,348,920 |
Deposit | 9,780 | |
TOTAL ASSETS | 10,676,518 | 2,952,954 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 761,855 | 180,573 |
Due to related parties | 192,473 | 186,390 |
Notes due to related parties | 24,126 | 24,126 |
Deferred revenue | 2,665,475 | 20,500 |
Income tax payable | 205,655 | |
Total Current Liabilities | 3,849,584 | 411,589 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 89,812,036 and 69,586,517 shares issued and outstanding as of April 30, 2019 and July 31, 2018, respectively | 8,981 | 6,959 |
Common stock subscribed; 30,000,000 common shares, $0.0001 par value | (3,000) | (3,000) |
Additional paid-in capital | 29,727,147 | 16,942,861 |
Accumulated deficit | (22,825,791) | (14,351,459) |
Accumulated other comprehensive loss | (80,403) | (53,996) |
Total Stockholders' Equity | 6,826,934 | 2,541,365 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 10,676,518 | $ 2,952,954 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Apr. 30, 2019 | Jul. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 10,000,000,000 |
Common stock, shares issued | 89,812,036 | 69,586,517 |
Common stock, shares outstanding | 89,812,036 | 69,586,517 |
Common stock subscribed, shares | 30,000,000 | 30,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 522,492 | $ 73,988 | $ 1,443,438 | $ 73,988 |
Revenue from related party | 592,624 | 1,270,814 | ||
Total Revenue | 1,115,116 | 73,988 | 2,714,252 | 73,988 |
Cost of goods sold | 178,814 | 78,218 | 495,480 | 78,218 |
Gross profit (loss) | 936,302 | (4,230) | 2,218,772 | (4,230) |
OPERATING EXPENSES | ||||
General and administrative expenses | 483,431 | 163,800 | 1,317,744 | 356,889 |
Salaries and wages | 7,333,695 | 135,980 | 8,224,676 | 185,386 |
Professional fees | 216,824 | 131,482 | 846,465 | 309,431 |
Depreciation | 18,311 | 3,356 | 41,974 | 3,356 |
Total Operating Expenses | 8,052,261 | 434,618 | 10,430,859 | 855,062 |
LOSS FROM OPERATIONS | (7,115,959) | (438,848) | (8,212,087) | (859,292) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 4,112 | 6,833 | ||
Interest expense | (118) | (185) | (383) | |
Loss on settlement of debt | (2,300,327) | |||
Total Other Income (Expense) | 3,994 | 6,648 | (2,300,710) | |
Loss before Income Taxes | (7,111,965) | (438,848) | (8,205,439) | (3,160,002) |
Income Tax Provision | (124,593) | (268,893) | ||
NET LOSS | (7,236,558) | (438,848) | (8,474,332) | (3,160,002) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | (121,785) | (116,585) | (26,407) | (103,828) |
TOTAL COMPREHENSIVE LOSS | $ (7,358,343) | $ (555,433) | $ (8,500,739) | $ (3,263,830) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (in shares) | 89,036,190 | 263,308,592 | 80,222,349 | 262,765,549 |
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.08) | $ 0 | $ (0.11) | $ (0.01) |
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 (Loss) | Total |
Balance at Jul. 31, 2017 | $ 25,464 | $ (3,000) | $ 587,187 | $ (731,151) | $ (121,500) | |
Balance (in shares) at Jul. 31, 2017 | 254,635,470 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common shares for cash | $ 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 digital currency | $ 1,348,920 | |||||
Issuance of common shares for digital currency (in shares) | 269,838 | |||||
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 | $ 500 | 499,500 | 500,000 | |||
Issuance of common shares for cash (in shares) | 5,000,000 | |||||
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) | (20,000) | |||||
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 | $ 3,882,938 | |||||
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 | (8,474,332) | |||||
Balance at Apr. 30, 2019 | $ 8,981 | (3,000) | 29,727,147 | (22,825,791) | (80,403) | 6,826,934 |
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 | |||||
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 services | $ 78 | 6,805,219 | 6,805,297 | |||
Issuance of common shares for services (in shares) | 782,948 | |||||
Other comprehensive income (loss) | (121,785) | (121,785) | ||||
Net loss | (7,236,558) | (7,236,558) | ||||
Balance at Apr. 30, 2019 | $ 8,981 | $ (3,000) | $ 29,727,147 | $ (22,825,791) | $ (80,403) | $ 6,826,934 |
Balance (in shares) at Apr. 30, 2019 | 89,812,036 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (8,474,332) | $ (3,160,002) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 41,974 | 3,356 |
Stock based compensation | 6,805,297 | |
Loss on settlement of debt | 2,300,327 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 149,702 | (59,043) |
Inventories | (205,406) | |
Prepaid expenses and other current assets | (1,838,206) | (46,694) |
Deferred revenue | 2,632,252 | 212,998 |
Accounts payable and accrued liabilities | 787,558 | 121,638 |
Net cash used in operating activities | (101,161) | (627,420) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (198,017) | (62,558) |
Net cash used in investing activities | (198,017) | (62,558) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 2,098,073 | 840,294 |
Proceeds from related parties | 126,813 | 1,430,620 |
Repayment to related party | (74,927) | (1,055,333) |
Net cash provided by financing activities | 2,149,959 | 1,215,581 |
Effects on changes in foreign exchange rate | (98,153) | (52,017) |
Net increase in cash and cash equivalents | 1,752,628 | 473,586 |
Cash and cash equivalents - beginning of period | 1,064,672 | 100 |
Cash and cash equivalents - end of period | 2,817,300 | 473,686 |
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 | |
Note exchanged for due to related parties | $ 152,973 | |
Common Stock Issued for Digital Currency | $ 3,882,938 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Apr. 30, 2019 | |
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. In July 2018, we changed our state of incorporation to the State of Nevada. The Company incorporated a wholly-owned subsidiary, TOGL Technology Sdn. Bhd. (“TOGL Technology”) in Malaysia on September 26, 2017. On May 28, 2018, the Company’s wholly-owned subsidiary TOGL Technology formed a branch office in Taiwan. The Company incorporated a wholly-owned subsidiary, PT. Toga International Indonesia (“PT Toga”) in Indonesia on November 23, 2017. The Company’s wholly-owned subsidiary TOGL Technology formed a wholly-owned subsidiary Toga Vietnam Company Limited (“Toga Vietnam”) in Vietnam on January 15, 2019. n May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from ten billion (10,000,000,000) shares to one billion (1,000,000,000) shares and decreasing its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held (“10-1 Reverse Split”). The Company’s Board of Directors approved this amendment on April 24, 2019. On May 17, 2019, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the 10-1 Reverse-Split and share decrease be effected in the market. The 10-1 Reverse Split was effectuated on June 5, 2019. All share and per share information contained herein reflect the effect of the reverse stock split. On September 11, 2020, we filed Amended and Restated Articles of Incorporation (the “A&R Articles of Incorporation”) with the Secretary of State of the State of Nevada for the purpose of dividing and designating the 1,000,000,000 shares of the common stock into two classes, consisting of 500,000,000 shares of Class A voting common stock, par value $0.0001 per share (referred to herein as our “Common Stock”), and 500,000,000 shares of Class B non-voting common stock, par value $0.0001 per share (our “Class B Common Stock”), none of which are currently issued and outstanding. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2019 | |
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 branch and Vietnam subsidiary. 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, 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 As of April 30, 2019, the Company generated revenue through three lines of business. First, TOGL Technology provided administrative and technological support services to Agel Enterprise International Sdn Bhd (“Agel”) in consideration for management fees. Agel was a direct marketing company that sold, amongst many other products, products of Eostre, a brand that it is owned by the Company. Agel was a related party as more fully described in Note 6. The second line of business was the sale of the Company’s Eostre brand of products through a direct marketing network of independent agents in Indonesia. The third line of business was the Company’s Yippi app, pursuant to which the Company sold advertising through a custom-built advertising feature. Advertisements were created in batches and invoiced in monthly batches. The Company recognizes revenues on contracts with customers in accordance with the ASC 606, including performing the following: (i) identifying the contract, (ii) identifying the performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price, and (v) recognizing revenue upon fulfilment of obligations. Concentration of Revenue by Customer (Restated) The Company’s concentration of revenue for individual customers above 10% are as follows: · Agel Enterprise International Sdn Bhd: 47%, · Others: 53% Concentration of Revenue by Country: — Malaysia (TOGL Technology Sdn. Bhd): 93% — United States (Toga Limited): 7% 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 primarily related to management fees owed by Agel to TOGL Technology. 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 Financial Accounting Standards Board (“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. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Apr. 30, 2019 | |
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. 107,675,242 $0.20 $21,535,048; |
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 |
Apr. 30, 2019 | |
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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Apr. 30, 2019 | |
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 from Agel who owned more than 10% of the Company’s common stock at such time. As of April 30, 2019, the Company recorded accounts receivable from Agel of $204,538. 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 was partially owned by an officer and director of the Company, for repayment of amounts due to related parties of $152,973. The note was a 2% interest bearing promissory note that was payable on September 30, 2018. During the year ended July 31, 2018, the Company issued 1,533,552 shares of common stock with a fair value of $2,453,683 to repay the note payable of $152,973 and accrued interest of $383. As a result, the Company recorded a loss on settlement of debt of $2,300,327. On May 31, 2016, all outstanding related party advances were paid by a current director of the Company. The Company has outstanding notes payable to 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 was 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 of April 30, 2019 and July 31, 2018, $192,473 and $186,390 was due to a related party, Toga Capital, the amount which was non-interest bearing, unsecured and due on demand. |
EQUITY
EQUITY | 9 Months Ended |
Apr. 30, 2019 | |
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 as of 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, 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. |
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 Technology entered into two Sale and Purchase Agreements with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation (“Mammoth”) 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 $3,999,048, $8.50, |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 9 Months Ended |
Apr. 30, 2019 | |
Prior Period Adjustment Abstract | |
RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 9. RESTATEMENT OF FINANCIAL STATEMENTS The Company's financial statements as of April 30, 2019 contained the following errors: (i) overstatement of revenue of $1,988,916, cost of goods sold of $245,481 and general and administrative expense of $1,283,505 for three and nine months ended April 30, 2019 and (ii) understatement of prepaid commission of $1,528,986 and deferred revenue of $1,988,916. Certain income statement items have been reclassified to conform to the 2020 fiscal year end presentation. These reclassifications had no impact on reported operating and net loss. The effects of the adjustments on the Company’s previously issued financial statements as of April 30, 2019 and for the three and nine months ended April 30, 2019 are summarized as follows: Originally Restatement As ASSETS Reported Adjustment Restated Current Assets Prepaid expense and other current assets $ 346,812 $ 1,528,986 $ 1,875,798 Total Current Assets 3,588,409 1,528,986 5,117,395 TOTAL ASSETS $ 9,147,532 $ 1,528,986 $ 10,676,518 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Deferred revenue $ 676,559 $ 1,988,916 $ 2,665,475 Total Current Liabilities 1,860,668 1,988,916 3,849,584 Stockholders’ Equity Accumulated deficit (22,365,861 ) (459,930 ) (22,825,791 ) Total Stockholders’ Equity 7,286,864 (459,930 ) 6,826,934 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,147,532 $ 1,528,986 $ 10,676,518 Three Month Ended April 30, 2019 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 2,511,408 $ — $ (1,988,916 ) $ 522,492 Revenue from related party 592,624 — — 592,624 Total Revenue 3,104,032 — (1,988,916 ) 1,115,116 Cost of goods sold 1,700,357 (1,276,062 ) (245,481 ) 178,814 Gross profit 1,403,675 1,276,062 (1,743,435 ) 936,302 OPERATING EXPENSES General and administrative expenses 1,169,397 597,539 (1,283,505 ) 483,431 Salaries and wages — 7,333,695 — 7,333,695 Professional fees — 216,824 — 216,824 Stock based compensation 6,805,297 (6,805,297 ) — — Research and development 66,699 (66,699 ) — — Depreciation 18,311 — — 18,311 Total Operating Expenses 8,059,704 1,276,062 (1,283,505 ) 8,052,261 LOSS FROM OPERATIONS (6,656,029 ) — (459,930 ) (7,115,959 ) Loss before Income Taxes (6,652,035 ) — (459,930 ) (7,111,965 ) NET LOSS $ (6,776,628 ) $ — $ (459,930 ) $ (7,236,558 ) Basic and Diluted Net Loss Per Common Share: Weighted Average Number of Shares Outstanding 89,036,190 89,036,190 Net Loss Per Common Share (0.08 ) — (0.00 ) (0.08 ) Nine Month Ended April 30, 2019 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 3,432,354 $ — $ (1,988,916 ) $ 1,443,438 Revenue from related party 1,270,814 — — 1,270,814 Total Revenue 4,703,168 — (1,988,916 ) 2,714,252 Cost of goods sold 2,580,570 (1,839,609 ) (245,481 ) 495,480 Gross profit 2,122,598 1,839,609 (1,743,435 ) 2,218,772 OPERATING EXPENSES General and administrative expenses 2,888,342 (287,093 ) (1,283,505 ) 1,317,744 Salaries and wages — 8,224,676 — 8,224,676 Professional fees — 846,465 — 846,465 Stock based compensation 6,805,297 (6,805,297 ) — — Research and development 139,142 (139,142 ) — — Depreciation 41,974 — — 41,974 Total Operating Expenses 9,874,755 1,839,609 (1,283,505 ) 10,430,859 LOSS FROM OPERATIONS (7,752,157 ) — (459,930 ) (8,212,087 ) Loss before Income Taxes (7,745,509 ) — (459,930 ) (8,205,439 ) NET LOSS $ (8,014,402 ) $ — $ (459,930 ) $ (8,474,332 ) Basic and Diluted Net Loss Per Common Share: Weighted Average Number of Shares Outstanding 80,222,349 80,222,349 Net Loss Per Common Share (0.10 ) — (0.01 ) (0.11 ) Originally Restatement As Reported Adjustment Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (8,014,402 ) $ (459,930 ) $ (8,474,332 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets (309,220 ) (1,528,986 ) (1,838,206 ) Deferred revenue 643,336 1,988,916 2,632,252 Net cash used in operating activities $ (101,161 ) $ — $ (101,161 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Apr. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. 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. On September 9, 2019, the Company issued 20,000 shares of common stock to Agel. This issuance was to correct a transaction where 20,000 shares were transferred to certain shareholders by Agel and subsequently cancelled by Agel. The shares should have been returned to Agel but were inadvertently returned to the Company. On November 7, 2019, the Company issued a total of 253,039 shares of its common stock to twenty-seven (27) of its employees, pursuant to an Employee Stock Bonus Agreement. Pursuant to the terms of such agreement, said shares were fully vested as of July 15, 2019. On June 11, 2019, 24,614 common shares were issued to employees through clerical errors. Subsequent to July 31, 2019, the shares were cancelled. On July 29, 2019, TOGL Technology entered into two Sale and Purchase Agreements with Mammoth Empire Estate Sdn. Bhd., a Malaysian corporation for the purchase of certain real estate property. In furtherance to the purchase of that certain real estate property, the Company entered into a Subscription Agreement with Mammoth dated July 29, 2019 for the purchase of 118,174 shares of the Company’s common stock for an aggregate purchase price of $1,418,087, valued at $12.00, remitted by Mammoth in the form of legal title to the real estate property. As of January 25, 2021 title has not been passed to the Company and no shares have been issued. On May 31, 2020, the Company entered into two Stock Purchase Agreements (the “Stock Purchase Agreements”) with Toh Kok Soon (“Toh”), the Company’s President, Chief Executive Officer and Director, Lim Jun Hao (“Lim”), a former board member and current shareholder, and the two shareholders of Eostre Sdn Bhd, a Malaysia corporation (“Eostre”), pursuant to which the Company will, subject to the terms and conditions of each Stock Purchase Agreement and other related agreements (“Transaction Documents”), acquire 100% of the equity of Eostre (comprised of 5,000,000 ordinary shares of stock, par value of RM 1.00 per share) (the “Acquisition”) for MYR 5 Million (approximately USD $1,250,000) (the “Purchase Price”). The Acquisition is subject to certain approvals by the relevant governmental authorities in Malaysia, which approvals are still being obtained by the Company. Eostre was incorporated in Malaysia on May 29, 2019. Its principal place of business is Selangor, Malaysia. At the time of the Acquisition, Eostre was a shell entity with no current business or operations. Its sole asset was a direct selling license (the “License”) to operate a business in the “direct sales” space in Malaysia. Subject to the “Direct Sales and Anti-Pyramid Scheme Act 1933,” this License is a pre-requisite to operating a company in the direct sales space in Malaysia. The expiration date of the License is November 21, 2021; however, the Company anticipates that it will renew the License at such time. The Acquisition is expected to be completed in two phases to meet certain regulations under Malaysian law. In the first phase, (i) the Company will acquire 20% of Eostre, consisting of 1,000,000 ordinary shares of stock; (ii) Toh and Lim will acquire 20% (1,000,000 ordinary shares) and 25% (1,250,000 ordinary shares) of Eostre, respectively; and (iii) a current owner of Eostre will acquire the balance of 1,350,000 shares, which, combined with his current ownership of 400,000 ordinary shares, will result in his owning 35% (1,750,000 ordinary shares) of Eostre. Toh, Lim, and the current owner of Eostre will be referred to herein as the “Individual Purchasers.” The Company will deposit the Purchase Price directly into the bank account of Eostre, which will be controlled by the Company or its designees subsequent to the closing date of the first phase. Pursuant to the Stock Purchase Agreements, Toh, Lim and the two original owners of Eostre are not entitled to receive any profit in connection. The Individual Purchasers will execute demand notes in favor of the Company for their respective portions of the Purchase Price. Such demand notes will bear interest at a rate of 4% per annum. In addition, the Individual Purchasers will each execute a security and pledge agreement in favor of the Company pledging their shares in Eostre as collateral, until such time as the second phase is completed. The Individual Purchasers will also grant irrevocable proxies to the Company to vote their shares in Eostre until such time as the second phase of the Acquisition is completed. In the second phase of the Acquisition, the promissory notes issued by the Individual Purchasers will be cancelled and deemed paid in full, and the remaining 80% of the equity in Eostre will be transferred to the Company. The second phase of the Acquisition is expected to close as soon as practicable after the six-month anniversary of the signing date of the Stock Purchase Agreements, based on the expected timing required to obtain the necessary approvals from the Malaysian Ministry of Trade. The Stock Purchase Agreements contain representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for the purpose of allocating risk between the parties rather than establishing matters as facts, and are subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Stock Purchase Agreements. In addition, certain representations and warranties were made as of a specified date and may be subject to a contractual standard of materiality different from those generally applicable to investors. On April 1, 2018, and as subsequently amended on August 1, 2019, the Company entered into a Trademark License Agreement with Agel (the “Agel License Agreement”) to allow Agel to use the “Yippi” and “Eostre” trademarks for marketing purposes. As set forth in the Agel License Agreement, the Company granted Agel a non-exclusive, non-sublicensable, non-transferable license to reproduce and display the trademarks for certain promotional activities, merchandise, and events. As consideration for the license, Agel paid the Company a monthly fee in the amount of $20,000 USD. On April 1, 2019, and as subsequently amended on August 1, 2019, the Company entered into a Trademark License Agreement with Toga Japan (the “Toga Japan License Agreement” and, together with the Agel License Agreement, the “License Agreements”) to allow Toga Japan to use all the trademarks associated with the Yippi App and the “Eostre” trademark for marketing purposes. As set forth in the Toga Japan License Agreement, the Company granted Toga Japan a non-exclusive, non-sublicensable, non-transferable license to reproduce and display the trademarks for certain promotional merchandise and events. As consideration for the license, Toga Japan paid the Company a monthly fee in the amount of $20,000 USD. Due to the COVID-19 pandemic and subsequent lockdown, Agel and Toga Japan have advised the Company that they have been unable to sell the Company’s Eostre line of products since February 2020. On or about May 27, 2020, Agel and Toga Japan formally requested the termination of their respective License Agreements with the Company. The Company subsequently terminated the License Agreements effective May 31, 2020. Going forward, independent agents in Malaysia and Japan will be able to purchase Eostre products directly from Eostre or the Company, as applicable. On June 1, 2020, the Company entered into a Collaboration Agreement (the “Collaboration Agreement”) with Subtle Energy Sciences, LLC, an Indiana Limited Liability Company (“Subtle”), for a period of two (2) years, which grants the Company the exclusive right in Asia and certain parts of the Middle East to market and sell Subtle’s products on Toga Limited’s websites and mobile applications. The Company will pay Subtle a monthly fee of the greater of 1% of gross sales of Subtle’s products or sixteen thousand dollars ($16,000), per month, and the parties to the Collaboration Agreement will revisit this financial arrangement six (6) months after June 1, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Apr. 30, 2019 | |
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 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 branch and Vietnam subsidiary. |
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. |
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. |
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, 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 | Revenue Recognition As of April 30, 2019, the Company generated revenue through three lines of business. First, TOGL Technology provided administrative and technological support services to Agel Enterprise International Sdn Bhd (“Agel”) in consideration for management fees. Agel was a direct marketing company that sold, amongst many other products, products of Eostre, a brand that it is owned by the Company. Agel was a related party as more fully described in Note 6. The second line of business was the sale of the Company’s Eostre brand of products through a direct marketing network of independent agents in Indonesia. The third line of business was the Company’s Yippi app, pursuant to which the Company sold advertising through a custom-built advertising feature. Advertisements were created in batches and invoiced in monthly batches. The Company recognizes revenues on contracts with customers in accordance with the ASC 606, including performing the following: (i) identifying the contract, (ii) identifying the performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price, and (v) recognizing revenue upon fulfilment of obligations. Concentration of Revenue by Customer (Restated) The Company’s concentration of revenue for individual customers above 10% are as follows: · Agel Enterprise International Sdn Bhd: 47%, · Others: 53% Concentration of Revenue by Country: — Malaysia (TOGL Technology Sdn. Bhd): 93% — United States (Toga Limited): 7% The Company attributes revenue from external customers to individual countries based upon the responsibility of the entity to fulfil the sales obligation and the entity from which the actual service is provided. |
Accounts receivable | Accounts Receivable The Company’s accounts receivable balance is primarily related to management fees owed by Agel to TOGL Technology. 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 | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
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 |
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 |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Apr. 30, 2019 | |
Prior Period Adjustment Abstract | |
Schedule of restatements of financial statements | Originally Restatement As ASSETS Reported Adjustment Restated Current Assets Prepaid expense and other current assets $ 346,812 $ 1,528,986 $ 1,875,798 Total Current Assets 3,588,409 1,528,986 5,117,395 TOTAL ASSETS $ 9,147,532 $ 1,528,986 $ 10,676,518 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Deferred revenue $ 676,559 $ 1,988,916 $ 2,665,475 Total Current Liabilities 1,860,668 1,988,916 3,849,584 Stockholders’ Equity Accumulated deficit (22,365,861 ) (459,930 ) (22,825,791 ) Total Stockholders’ Equity 7,286,864 (459,930 ) 6,826,934 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 9,147,532 $ 1,528,986 $ 10,676,518 Three Month Ended April 30, 2019 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 2,511,408 $ — $ (1,988,916 ) $ 522,492 Revenue from related party 592,624 — — 592,624 Total Revenue 3,104,032 — (1,988,916 ) 1,115,116 Cost of goods sold 1,700,357 (1,276,062 ) (245,481 ) 178,814 Gross profit 1,403,675 1,276,062 (1,743,435 ) 936,302 OPERATING EXPENSES General and administrative expenses 1,169,397 597,539 (1,283,505 ) 483,431 Salaries and wages — 7,333,695 — 7,333,695 Professional fees — 216,824 — 216,824 Stock based compensation 6,805,297 (6,805,297 ) — — Research and development 66,699 (66,699 ) — — Depreciation 18,311 — — 18,311 Total Operating Expenses 8,059,704 1,276,062 (1,283,505 ) 8,052,261 LOSS FROM OPERATIONS (6,656,029 ) — (459,930 ) (7,115,959 ) Loss before Income Taxes (6,652,035 ) — (459,930 ) (7,111,965 ) NET LOSS $ (6,776,628 ) $ — $ (459,930 ) $ (7,236,558 ) Basic and Diluted Net Loss Per Common Share: Weighted Average Number of Shares Outstanding 89,036,190 89,036,190 Net Loss Per Common Share (0.08 ) — (0.00 ) (0.08 ) Nine Month Ended April 30, 2019 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 3,432,354 $ — $ (1,988,916 ) $ 1,443,438 Revenue from related party 1,270,814 — — 1,270,814 Total Revenue 4,703,168 — (1,988,916 ) 2,714,252 Cost of goods sold 2,580,570 (1,839,609 ) (245,481 ) 495,480 Gross profit 2,122,598 1,839,609 (1,743,435 ) 2,218,772 OPERATING EXPENSES General and administrative expenses 2,888,342 (287,093 ) (1,283,505 ) 1,317,744 Salaries and wages — 8,224,676 — 8,224,676 Professional fees — 846,465 — 846,465 Stock based compensation 6,805,297 (6,805,297 ) — — Research and development 139,142 (139,142 ) — — Depreciation 41,974 — — 41,974 Total Operating Expenses 9,874,755 1,839,609 (1,283,505 ) 10,430,859 LOSS FROM OPERATIONS (7,752,157 ) — (459,930 ) (8,212,087 ) Loss before Income Taxes (7,745,509 ) — (459,930 ) (8,205,439 ) NET LOSS $ (8,014,402 ) $ — $ (459,930 ) $ (8,474,332 ) Basic and Diluted Net Loss Per Common Share: Weighted Average Number of Shares Outstanding 80,222,349 80,222,349 Net Loss Per Common Share (0.10 ) — (0.01 ) (0.11 ) Originally Restatement As Reported Adjustment Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (8,014,402 ) $ (459,930 ) $ (8,474,332 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets (309,220 ) (1,528,986 ) (1,838,206 ) Deferred revenue 643,336 1,988,916 2,632,252 Net cash used in operating activities $ (101,161 ) $ — $ (101,161 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - $ / shares | May 08, 2019 | Jun. 13, 2016 | Apr. 24, 2019 | Apr. 30, 2019 | Sep. 11, 2020 | Jul. 31, 2018 | Jun. 10, 2017 | Jun. 09, 2017 |
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 | 100,000,000 | ||||
Forward split | 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 (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Subsequent event | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Common stock, shares authorized | 1,000,000,000 | |||||||
Forward split | 10 shares for every 1 share held (“10-1 Reverse Split”) | |||||||
Subsequent event | Class A voting common stock | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Subsequent event | Class B non-voting common stock | ||||||||
Schedule Of Equity [Line Items] | ||||||||
Common stock, shares authorized | 500,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
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 rate: USD 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 rate: USD exchange rate | 0.0324 | 0.0330 | |
IDR | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Spot rate: USD exchange rate | 0.000070 | 0.000069 | |
Average rate: USD exchange rate | 0.000069 | 0.000072 | |
VND | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Spot rate: USD exchange rate | 0.000043 | ||
Average rate: USD exchange rate | 0.000043 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) | 9 Months Ended |
Apr. 30, 2019 | |
Malaysia (TOGL Technology Sdn. Bhd) | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration of revenue | 93.00% |
Accounts receivable percentage | 91.00% |
United States (Toga Limited) | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration of revenue | 7.00% |
Agel Enterprise International Sdn Bhd ("Agel") | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration of revenue | 47.00% |
Accounts receivable percentage | 94.00% |
Others | |
Summary Of Significant Accounting Policies [Line Items] | |
Concentration of revenue | 53.00% |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) | 3 Months Ended | 9 Months Ended |
Apr. 30, 2019USD ($)$ / shares | Apr. 30, 2019USD ($)$ / sharesshares | |
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 20,245,519 | |
Aggregate purchase price of common stock shares issued | $ | $ 6,805,297 | |
Agel Enterprise International Sdn Bhd ("Agel") | ||
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 10,490,362 | |
Subscription price per share | $ / shares | $ 0.02 | $ 0.02 |
Subscription agreement | Toga Capital | ||
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 120,000,000 | |
Subscription price per share | $ / shares | 0.10 | $ 0.10 |
Aggregate purchase price of common stock shares issued | $ | $ 12,000,000 | |
Subscription agreement | Agel Enterprise International Sdn Bhd ("Agel") | ||
Substantial Doubt About Going Concern [Line Items] | ||
Number of stock issued | 107,675,242 | |
Subscription price per share | $ / shares | $ 0.20 | $ 0.20 |
Aggregate purchase 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 | ||
Apr. 30, 2019 | Apr. 30, 2018 | Apr. 30, 2019 | Apr. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 18,311 | $ 3,356 | $ 41,974 | $ 3,356 |
Acquired property and equipment in cash | $ 198,017 | $ 62,558 |
INTANGIBLE ASSET - DIGITAL CU_2
INTANGIBLE ASSET - DIGITAL CURRENCY (Detail Textuals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Apr. 30, 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 | 269,838 | ||
Share price | $ 0.43 | $ 0.43 | $ 5 | |
Issuance of common shares for digital currency | $ 79,258 | $ 3,803,680 | $ 3,882,938 | $ 1,348,920 |
Intangible asset - digital currency | $ 5,231,858 | $ 5,231,858 | $ 1,348,920 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Apr. 30, 2019 | Apr. 30, 2019 | Apr. 30, 2018 | Jul. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Revenue from related party | $ 592,624 | $ 1,270,814 | |||
Accounts receivable, net | 13,652 | 13,652 | $ 367,918 | ||
Notes due to related parties | 24,126 | 24,126 | 24,126 | ||
Due to related party | $ 192,473 | 192,473 | $ 186,390 | ||
Repayment to related party note | $ 74,927 | $ 1,055,333 | |||
Loss on settlement of debt | 2,300,327 | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock subscribed | $ 3,000 | $ 3,000 | $ 3,000 | ||
Purchase of property and equipment from related party | 0 | 25,218 | |||
Toga Capital | |||||
Related Party Transaction [Line Items] | |||||
Notes payable | $ 152,973 | ||||
Notes due to related parties | $ 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 | |||
Agel Enterprise International Sdn Bhd ("Agel") | |||||
Related Party Transaction [Line Items] | |||||
Revenue from related party | $ 1,270,814 | ||||
Ownership percentage description | more than 10% | ||||
Accounts receivable, net | 204,538 | $ 204,538 | |||
Chief Executive Officer | |||||
Related Party Transaction [Line Items] | |||||
Amount borrowed from related party debt | 4,135 | 0 | |||
Repayment to related party note | 1,968 | $ 0 | |||
Common stock | Toga Capital | |||||
Related Party Transaction [Line Items] | |||||
Common stock convertible shares issued, shares | 1,533,552 | ||||
Common stock convertible shares issued, value | $ 2,453,683 | ||||
Repayment of notes payable | 152,973 | ||||
Accounts payable and accrued liabilities | 383 | ||||
Loss on settlement of debt | (2,300,327) | ||||
Non-interest bearing demand loans | Director | |||||
Related Party Transaction [Line Items] | |||||
Notes due to related parties | $ 24,126 | $ 24,126 | $ 24,126 |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) - USD ($) | Sep. 09, 2019 | May 08, 2019 | Jun. 13, 2016 | Apr. 24, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2018 | Oct. 29, 2018 | Jun. 10, 2017 | Jun. 09, 2017 |
Equity [Line Items] | |||||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 10,000,000,000 | 10,000,000,000 | 100,000,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Forward split, description | 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”) | |||||||||
Number of stock issued | 20,245,519 | ||||||||||
Number of common stock for digital currency | 8,972,209 | 269,838 | |||||||||
Common stock, shares cancelled without consideration | 20,000 | ||||||||||
Common stock, shares issued | 89,812,036 | 89,812,036 | 69,586,517 | ||||||||
Common stock, shares outstanding | 89,812,036 | 89,812,036 | 69,586,517 | ||||||||
Issuance of common shares for digital currency | $ 79,258 | $ 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 | ||||||||||
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”) | ||||||||||
Agel Enterprise International Sdn Bhd ("Agel") | |||||||||||
Equity [Line Items] | |||||||||||
Number of stock issued | 10,490,362 | ||||||||||
Value of common stock issued | $ 2,098,073 | ||||||||||
Share price per share | $ 0.02 | $ 0.02 | |||||||||
Agel Enterprise International Sdn Bhd ("Agel") | Subsequent event | |||||||||||
Equity [Line Items] | |||||||||||
Number of stock issued | 20,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Nov. 29, 2018 | Apr. 30, 2019 | Apr. 30, 2019 | |
Loss Contingencies [Line Items] | |||
Number of stock issued | 20,245,519 | ||
Aggregate purchase price of common stock shares issued | $ 6,805,297 | ||
Mammoth Empire Estate Sdn. Bhd | Subscription agreement | |||
Loss Contingencies [Line Items] | |||
Number of stock issued | 470,476 | ||
Aggregate purchase price of common stock shares issued | $ 3,999,048 | ||
Closing price per share | $ 8.50 |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | Apr. 30, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 | Apr. 30, 2018 | Jan. 31, 2018 | Oct. 31, 2017 | Jul. 31, 2017 |
Current Assets | ||||||||
Prepaid expense and other current assets | $ 1,875,798 | $ 25,958 | ||||||
Total Current Assets | 5,117,395 | 1,458,548 | ||||||
TOTAL ASSETS | 10,676,518 | 2,952,954 | ||||||
Current Liabilities | ||||||||
Deferred revenue | 2,665,475 | 20,500 | ||||||
Total Current Liabilities | 3,849,584 | 411,589 | ||||||
Stockholders' Equity | ||||||||
Accumulated deficit | (22,825,791) | (14,351,459) | ||||||
Total Stockholders' Equity | 6,826,934 | $ 7,055,426 | $ 3,432,546 | 2,541,365 | $ (91,353) | $ 257,172 | $ (44,332) | $ (121,500) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 10,676,518 | $ 2,952,954 | ||||||
Originally Reported | ||||||||
Current Assets | ||||||||
Prepaid expense and other current assets | 346,812 | |||||||
Total Current Assets | 3,588,409 | |||||||
TOTAL ASSETS | 9,147,532 | |||||||
Current Liabilities | ||||||||
Deferred revenue | 676,559 | |||||||
Total Current Liabilities | 1,860,668 | |||||||
Stockholders' Equity | ||||||||
Accumulated deficit | (22,365,861) | |||||||
Total Stockholders' Equity | 7,286,864 | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 9,147,532 | |||||||
Restatement Adjustment | ||||||||
Current Assets | ||||||||
Prepaid expense and other current assets | 1,528,986 | |||||||
Total Current Assets | 1,528,986 | |||||||
TOTAL ASSETS | 1,528,986 | |||||||
Current Liabilities | ||||||||
Deferred revenue | 1,988,916 | |||||||
Total Current Liabilities | 1,988,916 | |||||||
Stockholders' Equity | ||||||||
Accumulated deficit | (459,930) | |||||||
Total Stockholders' Equity | (459,930) | |||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,528,986 |
RESTATEMENT OF FINANCIAL STAT_4
RESTATEMENT OF FINANCIAL STATEMENTS (Details 1) - USD ($) | 3 Months Ended | 9 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 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ 522,492 | $ 73,988 | $ 1,443,438 | $ 73,988 | ||||
Revenue from related party | 592,624 | 1,270,814 | ||||||
Total Revenue | 1,115,116 | 73,988 | 2,714,252 | 73,988 | ||||
Cost of goods sold | 178,814 | 78,218 | 495,480 | 78,218 | ||||
Gross profit (loss) | 936,302 | (4,230) | 2,218,772 | (4,230) | ||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 483,431 | 163,800 | 1,317,744 | 356,889 | ||||
Salaries and wages | 7,333,695 | 8,224,676 | ||||||
Professional fees | 216,824 | 131,482 | 846,465 | 309,431 | ||||
Stock based compensation | 0 | |||||||
Research and development | 0 | 0 | ||||||
Depreciation | 18,311 | 3,356 | 41,974 | 3,356 | ||||
Total Operating Expenses | 8,052,261 | 434,618 | 10,430,859 | 855,062 | ||||
LOSS FROM OPERATIONS | (7,115,959) | (438,848) | (8,212,087) | (859,292) | ||||
Loss before Income Taxes | (7,111,965) | (438,848) | (8,205,439) | (3,160,002) | ||||
NET LOSS | $ (7,236,558) | $ (902,311) | $ (335,463) | $ (438,848) | $ (2,665,282) | $ (55,872) | $ (8,474,332) | $ (3,160,002) |
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 | ||||
Net Loss Per Common Share (in dollars per share) | $ (0.08) | $ 0 | $ (0.11) | $ (0.01) | ||||
Originally Reported | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ 2,511,408 | $ 3,432,354 | ||||||
Revenue from related party | 592,624 | 1,270,814 | ||||||
Total Revenue | 3,104,032 | 4,703,168 | ||||||
Cost of goods sold | 1,700,357 | 2,580,570 | ||||||
Gross profit (loss) | 1,403,675 | 2,122,598 | ||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 1,169,397 | 2,888,342 | ||||||
Salaries and wages | 0 | 0 | ||||||
Professional fees | 0 | 0 | ||||||
Stock based compensation | 6,805,297 | 6,805,297 | ||||||
Research and development | 66,699 | 139,142 | ||||||
Depreciation | 18,311 | 41,974 | ||||||
Total Operating Expenses | 8,059,704 | 9,874,755 | ||||||
LOSS FROM OPERATIONS | (6,656,029) | (7,752,157) | ||||||
Loss before Income Taxes | (6,652,035) | (7,745,509) | ||||||
NET LOSS | $ (6,776,628) | $ (8,014,402) | ||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||||
Weighted Average Number of Shares Outstanding (in shares) | 89,036,190 | 80,222,349 | ||||||
Net Loss Per Common Share (in dollars per share) | $ (0.08) | $ (0.10) | ||||||
Restatement Adjustment | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ (1,988,916) | $ (1,988,916) | ||||||
Revenue from related party | 0 | 0 | ||||||
Total Revenue | (1,988,916) | (1,988,916) | ||||||
Cost of goods sold | (245,481) | (245,481) | ||||||
Gross profit (loss) | (1,743,435) | (1,743,435) | ||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | (1,283,505) | (1,283,505) | ||||||
Salaries and wages | 0 | 0 | ||||||
Professional fees | 0 | 0 | ||||||
Stock based compensation | 0 | 0 | ||||||
Research and development | 0 | 0 | ||||||
Depreciation | 0 | 0 | ||||||
Total Operating Expenses | (1,283,505) | (1,283,505) | ||||||
LOSS FROM OPERATIONS | (459,930) | (459,930) | ||||||
Loss before Income Taxes | (459,930) | (459,930) | ||||||
NET LOSS | $ (459,930) | $ (459,930) | ||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||||
Net Loss Per Common Share (in dollars per share) | $ 0 | $ (0.01) | ||||||
Reclassification | ||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||
Revenue | $ 0 | $ 0 | ||||||
Revenue from related party | 0 | 0 | ||||||
Total Revenue | 0 | 0 | ||||||
Cost of goods sold | (1,276,062) | (1,839,609) | ||||||
Gross profit (loss) | 1,276,062 | 1,839,609 | ||||||
OPERATING EXPENSES | ||||||||
General and administrative expenses | 597,539 | (287,093) | ||||||
Salaries and wages | 7,333,695 | 8,224,676 | ||||||
Professional fees | 216,824 | 846,465 | ||||||
Stock based compensation | (6,805,297) | (6,805,297) | ||||||
Research and development | (66,699) | (139,142) | ||||||
Depreciation | 0 | 0 | ||||||
Total Operating Expenses | 1,276,062 | 1,839,609 | ||||||
LOSS FROM OPERATIONS | 0 | 0 | ||||||
Loss before Income Taxes | 0 | 0 | ||||||
NET LOSS | $ 0 | $ 0 | ||||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||||
Net Loss Per Common Share (in dollars per share) | $ 0 | $ 0 |
RESTATEMENT OF FINANCIAL STAT_5
RESTATEMENT OF FINANCIAL STATEMENTS (Details 2) - USD ($) | 3 Months Ended | 9 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 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ (7,236,558) | $ (902,311) | $ (335,463) | $ (438,848) | $ (2,665,282) | $ (55,872) | $ (8,474,332) | $ (3,160,002) |
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | (1,838,206) | (46,694) | ||||||
Deferred revenue | 2,632,252 | 212,998 | ||||||
Net cash used in operating activities | (101,161) | $ (627,420) | ||||||
Originally Reported | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | (6,776,628) | (8,014,402) | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | (309,220) | |||||||
Deferred revenue | 643,336 | |||||||
Net cash used in operating activities | (101,161) | |||||||
Restatement Adjustment | ||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ (459,930) | (459,930) | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | (1,528,986) | |||||||
Deferred revenue | 1,988,916 | |||||||
Net cash used in operating activities | $ 0 |
RESTATEMENT OF FINANCIAL STAT_6
RESTATEMENT OF FINANCIAL STATEMENTS (Detail Textuals) | 3 Months Ended | 9 Months Ended |
Apr. 30, 2019USD ($) | Apr. 30, 2019USD ($) | |
Prior Period Adjustment Abstract | ||
Overstatement of revenue | $ 1,988,916 | $ 1,988,916 |
Overstatement of cost of goods sold | 245,481 | 245,481 |
Overstatement of general and administrative expense | 1,283,505 | 1,283,505 |
Understatement of prepaid commission | 1,528,986 | 1,528,986 |
Understatement of deferred revenue | $ 1,988,916 | $ 1,988,916 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) RM / shares in Units, $ / shares in Units, RM in Millions | Nov. 07, 2019Employeesshares | Sep. 09, 2019shares | Jun. 11, 2019shares | May 09, 2019USD ($)Bitcoins$ / sharesshares | Jun. 30, 2020USD ($) | May 31, 2020MYR (RM)RM / sharesshares | May 31, 2020USD ($)shares | May 28, 2019Employeesshares | Mar. 18, 2019USD ($)Bitcoins$ / sharesshares | Aug. 01, 2019USD ($) | Apr. 30, 2019USD ($)Bitcoins$ / sharesshares | Aug. 01, 2019USD ($) | Jun. 01, 2020 | Jul. 29, 2019USD ($)$ / sharesshares | Jun. 05, 2019shares | Jul. 31, 2018$ / sharesshares |
Subsequent Event [Line Items] | ||||||||||||||||
Number of stock issued | 20,245,519 | |||||||||||||||
Amount of common stock bitcoins purchase | $ | $ 9,067,676 | |||||||||||||||
Share price | $ / shares | $ 0.43 | $ 5 | ||||||||||||||
Number of bitcoins | Bitcoins | 1,200 | |||||||||||||||
Common stock, shares outstanding | 89,812,036 | 69,586,517 | ||||||||||||||
Common Stock, Shares, Issued | 89,812,036 | 69,586,517 | ||||||||||||||
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 ("Agel") | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of stock issued | 10,490,362 | |||||||||||||||
Agel Enterprise International Sdn Bhd ("Agel") | Subscription agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of stock issued | 107,675,242 | |||||||||||||||
Agel Enterprise International Sdn Bhd ("Agel") | Amended Subscription Agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock bitcoins purchase | 11,073 | |||||||||||||||
Amount of common stock bitcoins purchase | $ | $ 97,436 | |||||||||||||||
Share price | $ / shares | $ 8.80 | |||||||||||||||
Number of bitcoins | Bitcoins | 25 | |||||||||||||||
Subsequent event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Reduced number of common stock issued and outstanding | 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 | Employees | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of stock issued | 24,614 | |||||||||||||||
Subsequent event | Employee Stock Bonus Agreement | Employees | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of stock issued | 253,039 | |||||||||||||||
Number of employees | Employees | 27 | |||||||||||||||
Subsequent event | Mammoth Empire Estate Sdn. Bhd | Subscription agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares to be purchased | 118,174 | |||||||||||||||
Aggregate purchase price of common stock to be purchased | $ | $ 1,418,087 | |||||||||||||||
Per share price of common stock to be purchased | $ / shares | $ 12 | |||||||||||||||
Subsequent event | Agel Enterprise International Sdn Bhd ("Agel") | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of stock issued | 20,000 | |||||||||||||||
Number of transferred shares cancelled | 20,000 | |||||||||||||||
Subsequent event | Agel Enterprise International Sdn Bhd ("Agel") | Amended Subscription Agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of common stock bitcoins purchase | 88,195 | |||||||||||||||
Amount of common stock bitcoins purchase | $ | $ 829,025 | |||||||||||||||
Share price | $ / shares | $ 9.39 | |||||||||||||||
Number of bitcoins | Bitcoins | 144 | |||||||||||||||
Subsequent event | Agel Enterprise International Sdn Bhd ("Agel") | Trademark License Agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Monthly fee as consideration for license | $ | $ 20,000 | |||||||||||||||
Subsequent event | Eostre Sdn Bhd (Eostre) | Two Stock Purchase Agreements | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Percentage of voting equity interests acquired | 100.00% | |||||||||||||||
Number of shares of equity interests issued or issuable | 5,000,000 | 5,000,000 | ||||||||||||||
Business acquisition, share price | RM / shares | RM 1 | |||||||||||||||
Purchase Price | RM 5 | $ 1,250,000 | ||||||||||||||
Subsequent event | Eostre Sdn Bhd (Eostre) | Two Stock Purchase Agreements | Phase one | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Percentage of voting equity interests acquired | 20.00% | |||||||||||||||
Number of shares of equity interests issued or issuable | 1,000,000 | 1,000,000 | ||||||||||||||
Subsequent event | Eostre Sdn Bhd (Eostre) | Two Stock Purchase Agreements | Phase two | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Ownership percentage | 80.00% | |||||||||||||||
Subsequent event | Toh Kok Soon - President, Chief Executive Officer and Director | Two Stock Purchase Agreements | Phase one | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Percentage of voting equity interests acquired | 20.00% | |||||||||||||||
Number of shares of equity interests issued or issuable | 1,000,000 | 1,000,000 | ||||||||||||||
Subsequent event | Lim Jun Hao | Two Stock Purchase Agreements | Phase one | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Percentage of voting equity interests acquired | 25.00% | |||||||||||||||
Number of shares of equity interests issued or issuable | 1,250,000 | 1,250,000 | ||||||||||||||
Subsequent event | Current owner of Eostre | Two Stock Purchase Agreements | Phase one | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of shares of equity interests issued or issuable | 1,350,000 | 1,350,000 | ||||||||||||||
Ownership percentage | 35.00% | |||||||||||||||
Number of shares in current ownership | 400,000 | 400,000 | ||||||||||||||
Aggregate number of shares in current ownership and in acquisition | 1,750,000 | 1,750,000 | ||||||||||||||
Subsequent event | Individual Purchasers | Two Stock Purchase Agreements | Phase two | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Percentage of Demand note | 4.00% | |||||||||||||||
Subsequent event | Toga Japan | Trademark License Agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Monthly fee as consideration for license | $ | $ 20,000 | |||||||||||||||
Subsequent event | Subtle Energy Sciences, LLC | Collaboration Agreement | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Term of agreement | 2 years | |||||||||||||||
Percentage of monthly fee greater of gross sales | 1.00% | |||||||||||||||
Monthly fee specified in agreement | $ | $ 16,000 | |||||||||||||||
Payment description under agreement | The Company will pay Subtle a monthly fee of the greater of 1% of gross sales of Subtle’s products or sixteen thousand dollars ($16,000), per month, and the parties to the Collaboration Agreement will revisit this financial arrangement six (6) months after June 1, 2020. |