Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jan. 31, 2020 | Feb. 16, 2021 | |
Document And Entity Information Abstract | ||
Entity Registrant Name | Toga Ltd | |
Entity Central Index Key | 0001378125 | |
Entity Current Reporting Status | No | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 91,103,640 | |
Document Type | 10-Q/A | |
Document Period End Date | Jan. 31, 2020 | |
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 January 31, 2020 (the “Form 10-Q”), filed on March 16, 2020 with the Securities and Exchange Commission (the “SEC”).  This Amendment restates the Company’s financial statements in order to correct errors 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 Annual Report on Form 10-K for the annual period ended July 31, 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 prepaid commission asset balance for the portion of the commissions expense 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 six months ended January 31, 2020 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 January 31, 2020. These discussions should be read in conjunction with the Company’s Form 10-K/A for the fiscal year ended July 31, 2019, as filed on February 8, 2021. In order to provide the Company’s stockholders with a better understanding of the Company’s business, this Amendment also includes modifications and updates to 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 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 | 2020 | |
Document Fiscal Period Focus | Q2 | |
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 ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 11,981,078 | $ 14,916,556 |
Accounts receivable, net | 1,572,195 | 89,056 |
Accounts receivable, net - related party | 116,701 | 205,210 |
Prepaid expense and other current assets | 2,282,754 | 3,747,648 |
Inventories | 715,977 | 162,985 |
Total Current Assets | 16,668,075 | 19,121,455 |
Operating lease right-of-use assets | 257,739 | |
Property and equipment | 4,711,943 | 4,421,252 |
Intangible asset - goodwill | 11,718 | 11,718 |
TOTAL ASSETS | 21,649,475 | 23,554,425 |
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 | 6,061,529 | 4,741,945 |
Income tax payable | 12,157 | 52,641 |
Operating lease liabilities - current portion | 215,913 | |
Total Current Liabilities | 11,799,418 | 9,041,208 |
Operating lease liabilities | 41,826 | |
Deferred tax liabilities | 8,645 | 8,574 |
Total Liabilities | 11,849,889 | 9,049,782 |
Stockholders' 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; 90,758,279 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, $0.0001 par value | (3,000) | |
Additional paid-in capital | 42,399,205 | 38,993,002 |
Accumulated deficit | (32,669,234) | (24,622,041) |
Accumulated other comprehensive loss | 10,455 | 69,238 |
Total Stockholders' equity of Toga Ltd, | 9,749,527 | 14,446,275 |
Non-controlling interest | 50,059 | 58,368 |
Total Stockholders' Equity | 9,799,586 | 14,504,643 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 21,649,475 | $ 23,554,425 |
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 | $ 5,447,206 | $ 513,336 | $ 8,444,527 | $ 920,946 |
Revenue - related party | 60,000 | 343,047 | 279,709 | 678,190 |
Cost of goods sold | 1,987,419 | 199,167 | 3,729,219 | 316,666 |
Gross profit | 3,519,787 | 657,216 | 4,995,017 | 1,282,470 |
OPERATING EXPENSES | ||||
Selling, general and administrative expenses | 3,247,801 | 596,007 | 6,973,847 | 834,313 |
Salaries and wages | 4,261,695 | 490,574 | 5,101,913 | 890,981 |
Professional fees | 458,473 | 318,022 | 933,588 | 629,641 |
Depreciation | 135,460 | 13,139 | 186,263 | 23,663 |
Total Operating Expenses | 8,103,429 | 1,417,742 | 13,195,611 | 2,378,598 |
LOSS FROM OPERATIONS | (4,583,642) | (760,526) | (8,200,594) | (1,096,128) |
OTHER INCOME (EXPENSE) | ||||
Other Income | 61,678 | 110,157 | ||
Interest income | 20,647 | 2,547 | 38,533 | 2,721 |
Interest expense | (2,812) | (32) | (3,197) | (67) |
Total Other Income (Expense) | 79,513 | 2,515 | 145,493 | 2,654 |
Loss before Income Taxes | (4,504,129) | (758,011) | (8,055,101) | (1,093,474) |
Income Tax Provision | (144,300) | (401) | (144,300) | |
Net Loss | (4,504,129) | (902,311) | (8,055,502) | (1,237,774) |
Net loss attributable to non-controlling interest | (6,686) | (8,309) | ||
Net Loss attributable to Toga Ltd. | (4,497,443) | (902,311) | (8,047,193) | (1,237,774) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Foreign currency translation adjustments | (18,296) | 122,885 | (58,783) | 95,378 |
Total Comprehensive Loss | $ (4,522,425) | $ (779,426) | $ (8,114,285) | $ (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) | $ (0.05) | $ (0.01) | $ (0.09) | $ (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 (Loss) | 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 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 | $ 4,878,440 | ||||||
Issuance of common shares for digital currency (in shares) | 9,078,998 | ||||||
Balance at Jul. 31, 2019 | $ 9,076 | (3,000) | 38,993,002 | (24,622,041) | 69,238 | $ 58,368 | $ 14,504,643 |
Balance (in shares) at Jul. 31, 2019 | 90,762,893 | ||||||
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 | (24,622,041) | 69,238 | 58,368 | 14,504,643 |
Balance (in shares) at Jul. 31, 2019 | 90,762,893 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of stock options | 44,470 | 44,470 | |||||
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 | ||||||
Other comprehensive loss (gain) | (40,487) | (40,487) | |||||
Net loss | (3,549,750) | (1,623) | (3,551,373) | ||||
Balance at Oct. 31, 2019 | $ 9,076 | (3,000) | 39,037,472 | (28,171,791) | 28,751 | 56,745 | 10,957,253 |
Balance (in shares) at Oct. 31, 2019 | 90,758,279 | ||||||
Balance at Jul. 31, 2019 | $ 9,076 | (3,000) | 38,993,002 | (24,622,041) | 69,238 | 58,368 | 14,504,643 |
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 | (8,055,502) | ||||||
Balance at Jan. 31, 2020 | $ 9,101 | 42,399,205 | (32,669,234) | 10,455 | 50,059 | 9,799,586 | |
Balance (in shares) at Jan. 31, 2020 | 91,011,633 | ||||||
Balance at Oct. 31, 2019 | $ 9,076 | (3,000) | 39,037,472 | (28,171,791) | 28,751 | 56,745 | 10,957,253 |
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 | ||||||
Issuance of stock options | 43,589 | 43,589 | |||||
Proceeds from common stock subscribed | $ 3,000 | 3,000 | |||||
Forgiveness of related party note | 24,126 | 24,126 | |||||
Other comprehensive loss (gain) | (18,296) | (18,296) | |||||
Net loss | (4,497,443) | (6,686) | (4,504,129) | ||||
Balance at Jan. 31, 2020 | $ 9,101 | $ 42,399,205 | $ (32,669,234) | $ 10,455 | $ 50,059 | $ 9,799,586 | |
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 | $ (8,055,502) | $ (1,237,774) |
Adjustments to reconcile net loss to net cash used in 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 |
Inventories | (538,320) | |
Prepaid expenses and other current assets | 1,473,124 | (193,019) |
Accounts payable and accrued liabilities | 1,124,069 | 252,794 |
Deferred revenue | 1,319,256 | (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 | 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 increase 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 Stock issued for Digital Currency | $ 3,803,680 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jan. 31, 2020 | |
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) share (50:1) currently issued and outstanding (“Forward Split”). The Forward Split became effective in the market on September 11, 2017 following approval by 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. The Company incorporated a wholly-owned subsidiary, PT Toga International Indonesia (“PT Toga”) in Indonesia on November 23, 2017. On May 28, 2018, the Company’s wholly-owned subsidiary TOGL Technology formed a branch office in Taiwan. The Company’s wholly-owned subsidiary TOGL Technology formed a wholly-owned subsidiary Toga Vietnam Company Limited (“Toga Vietnam”) in Vietnam on January 15, 2019, acquired 100% shares of WGS Discovery Tours & Travel in Malaysia on June 24, 2019, and acquired 67% of the shares in PT TOGL Technology Indonesia in Indonesia on May 24, 2019. On May 8, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State whereby it amended Article IV of its Articles of Incorporation by decreasing the Company’s authorized number of shares of common stock from ten billion (10,000,000,000) shares to one billion (1,000,000,000) shares and decreasing its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held (“10-1 Reverse Split”). The Company’s Board of Directors approved this amendment on April 24, 2019. On May 17, 2019, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the 10-1 Reverse-Split and share decrease be effected in the market. The 10-1 Reverse Split was effectuated on June 5, 2019. All share and per share information contained herein reflected the effect of the reverse stock split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. 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 of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these condensed consolidated financial statements 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. 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share 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. Software Development The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of January 31, 2020, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization. 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. 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 (“MYR”), New Taiwan dollar (“NTD”) and Vietnamese dong (“VND”), and Indonesian rupiah (“IDR”) are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” 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. 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 $ — Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities and accrued interest payable fair value because of the short-term nature of these items. Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. Revenue Recognition (Restated) 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 in accordance with ASC 606 as defined above. During the six months ended January 31, 2020 and 2019, the Company derived its revenues from the following: (1) The sale of products through a direct marketing network (approximately $5.5 million and $695,000 for six months ended January 31, 2020 and 2019, respectively and approximately $3.3 million and $464,000 for three months ended January 31, 2020 and 2019, respectively). Invoices are prepared for all sales of products through a direct marketing network. In accordance with ASC 606 , · The invoice has been generated and provided to the customer. · The performance obligations of delivery of products are stated in the invoice. · The transaction price has been identified in the invoice. · The Company has allocated the transaction price to performance obligation in the invoice. · The Company has shipped out the product and, therefore, satisfied the performance obligation. (2) The in-app purchases through the Company’s mobile application called “Yippi” or the “Yippi App” (approximately $2.1 million and $0 for the six months ended January 31, 2020 and 2019, respectively and approximately $1.1 million and $0 for the three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to in-app purchases are recognized when: · An invoice or receipt is generated upon the in-app purchase. · The performance obligations of the delivery of in-app purchases are stated or implied on the purchase portal. · The transaction price has been identified in the in-app purchase. · The Company has allocated the transaction price to the implied performance obligation. In regards to in-apps purchases, there is a lag in between the time where a customer makes in-apps purchase and the time that the customer spends the in-app purchase and/or points. · The Company has provided the in-app purchase to the end user. When the end-user utilizes the in-apps purchase and/or points, revenue is recognized at that point in time only to the extent of the in-app point usage. All in-app purchases that have not been utilized by the end-user are recorded as deferred revenue until the point in which they are utilized by the end-user, at which time they will be recorded as revenue. (3) The hotel and flight feature (“TogaGo”) in the Yippi App (approximately $767,000 and $0 for six months ended January 31, 2020 and 2019, respectively and approximately $767,000 and $0 for three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to the TogaGo platform purchases are recognized when: · The invoice or receipt is generated upon a purchase on the TogaGo platform. · The performance obligations of the delivery of products and services are stated or implied on the purchase portal. · The transaction price has been identified in the TogaGo platform purchase. · The Company has allocated the transaction price to the implied performance obligation. · The Company has received confirmation from the third-party that it has booked the TogaGo platform purchase and, thus; the Company has satisfied the performance obligation. (4) Royalty fees ($240,000 and $120,000 for six months ended January 31, 2020 and 2019, respectively and $180,000 and $60,000 for three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, related to royalty/licensing fees are recognized when: · The contract has been signed by both parties for licensing and/or royalty fees. · The performance obligations are stated or implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the performance obligations pursuant to the contract. · The Company has provided the licensing to the end user and, therefore, satisfied the performance obligation. (5) Advertising revenue (approximately $144,000 and $145,000 for six months ended January 31, 2020 and 2019, respectively and approximately $99,000 and $65,000 for three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, related to in-app advertising are recognized when: · The contract has been signed by both parties for advertising to be provided within the Yippi App. · The performance obligations of the delivery of the in-app advertising are implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the advertising performance obligations pursuant to the contract. · The Company has provided in-app advertising in accordance with the contract and, therefore, has satisfied the performance obligation. 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. For the period ended January 31, 2020, deferred revenue was related to Yippi in-app purchases and sales of product. Deferred Revenue from Yippi In-App Purchases The Company has created in-app points to use within the Yippi App. These in-app points are called Yipps. Once purchased by a user, Yipps can be used in a variety of different ways within the Yippi App. Yipps can be used to gift or tip other users, or to purchase merchandise and services from vendors. Yipps points are purchased in cash. When these points are initially purchased (but not yet used), they are recognized as deferred revenue. When these points are later used within the Yippi App (for purchases, tipping, gifting, etc.), the revenue is recognized. The Company monitors the following in order to validate the deferred revenue balances and revenue recognized during the period in relation in to the in-apps purchases: · purchase price and quantity of the Yipps points to be utilized in the Yippi App; · usage of the Yipps points over the reporting period (in order to record revenue); and · reconciliation between the used and unused points at the end of each reporting period. The increase in deferred revenue for the three and six months ended January 31, 2020 is due to an increase from product sales not yet shipped and in the amount of Yipps credits that were purchased (but remained unused) compared to the amount of Yipps credits that were used during that period and, therefore, recognized as revenue during the period. Thus, the total amount of unused Yipps increased during the period. Please refer to the Revenue Recognition policy above with respect to revenue recognition of in-app purchases and Yipps points. Upon use or redemption of the Yipps inside of the Yippi app, the Company pays the price set by the third-party supplier of the desired product or service (approximately 70% of the total cost of the item) and retains the balance as a commission (approximately 30% of the total cost of the item). The exception to this commission breakdown is when Yipps are used to redeem products and services in the Company’s TogaGo travel platform, where the Company currently takes a much lower commission to keep advertised prices low and encourages the use of the TogaGo platform (the Company’s commission is approximately 3-5% of the total cost of the product or service purchased). At the time the Yipps are used and the revenue is recognized, the amount that is paid to third-party suppliers of the goods or services is recorded by the Company as the cost of goods sold. Yipps do not have an expiration date, and this is a relatively new revenue source for the Company (deferred revenue from Yipps was first recorded in May 2019). On an ongoing basis as Yipps are purchased and used in-app, the Company expects to recognize all of the deferred revenue from a Yipps purchase as revenue within 12 months of the original purchase of such Yipps. The Company’s estimate is qualified by the limited data of historical usage. Prepaid Commission In connection with the sale of our Eostre branded products, we pay a commission to our independent agents. The commission is payable upon the sale of the products, not upon shipment of the products. The Company books the commission at the time of sale to a prepaid Commission account, included in prepaid expense and other current assets, and offsets this amount by booking a payable to the independent agent. At the time the product is shipped, and the obligation is fulfilled, the Company then recognizes commission expense out of the prepaid commission account. As of January 31, 2020, and July 31, 2019, the Company recorded in prepaid expense and other current assets $687,790 and $2,503,269, respectively, for prepaid commissions. 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. 1.1 % 40.1 % 3.2 % 42.4 % Shen Zhen Ding Shang Network Technology 23.7 % — % 27.7 % — % AppAsia International Sdn. Bhd. 10.1 % — % 7.3 % — % 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) 42 % 92 % 41 % 92 % Indonesia (PT Toga International Indonesia) 55 % — % 56 % — % United States (Toga Limited) 3 % 8 % 3 % 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 accounts receivable are concentrated 54% with Shen Zhen Shi Ding Shang Internet Tech Co., 6.9% with Angel Enterprises International Sdn. Bhd. and 18% with AppAsia International Sdn Bhd. As of July 31, 2019, the accounts receivable are concentrated 69.7% with Agel Enterprise International Sdn Bhd.. As of January 31, 2020, the accounts receivable are concentrated 98% in Malaysia (TOGL Technology Sdn. Bhd). As of July 31, 2019, the accounts receivable are concentrated 93% in Malaysia (TOGL Technology Sdn. Bhd), 7% in United States (Toga Limited). Research and Development Expenses We follow ASC 730, “Research and Development,” 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 3. 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 4. 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 5. 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 778,312 3,050,608 $ 6,061,529 $ 4,741,945 Changes in deferred revenue were as follows: Six Months Ended January 31, 2020 Balance, beginning of period $ 4,741,945 Deferral of revenue 9,568,549 Recognition of deferred revenue (8,248,965 ) Balance, end of period $ 6,061,529 Deferred revenue is comprised of revenue associated with sale of products and Yippi in-apps purchase and the sales of product. Refer to the Revenue Recognition policy (Note 2). Deferred revenue meets the performance obligations required to recognize when the end-user of the in-apps purchases utilizes the points included in their in-app purchase. Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $6,061,529 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 6. RELATED PARTY TRANSACTIONS Revenue and accounts receivable During the six months ended January 31, 2020 and 2019, the Company recorded revenue of $279,709 and $678,190 from Agel, respectively. As of January 31, 2020 and July 31, 2019, the Company recorded accounts receivable from Agel of $116,701 and $205,210, respectively. 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 7. CHANGES IN EQUITY Common stock During the six months ended January 31, 2020, the Company issued 273,354 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 were issued as employee compensation. The shares were valued at $3,289,507 · 315 shares of common stock issued valued at $4,536 to directors, based on trading prices During the year ended July 31, 2019, the Company issued 21,196,376 shares of common stock, as follows: · 10,490,362 shares of common stock for cash of $2,098,073 to Agel, at a price of $0.20 per share. · 9,078,998 shares of common stock issued for $4,878,440 of digital currency. · 1,156,539 $10,015,674, · 470,477 $3,999,054. On October 29, 2018, a shareholder of the Company canceled 20,000 shares of common stock without consideration for such cancelation. 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 $88,059 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. During the year ended July 31, 2019, the Company granted 120,000 options to the CFO. 60,000 of those options had an exercise price of $0.20 and 60,000 options at an exercise price of $0.40, and were valued at the fair value calculated using the Black-Scholes-Merton model. During the year ended July 31, 2019, the stock options were fully vested . The value of the options was $1,061,017 and recorded as stock-based compensation. The options are subject to a vesting schedule of ⅓ of the options vesting every thirty (30) days. 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 8. 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. |
SEGMENT DISCLOSURE (RESTATED)
SEGMENT DISCLOSURE (RESTATED) | 6 Months Ended |
Jan. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGEMENTED DISCLOSURE | NOTE 9. SEGMENT DISCLOSURE (RESTATED) 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 $ — $ 3,184,108 $ 5,507,206 Cost of goods sold — 1,226,464 30,485 — 730,470 1,987,419 Gross profit 180,000 601,139 285,010 — 2,453,638 3,519,787 OPERATING EXPENSES General and administrative expenses 70,351 556,947 266,860 334 2,353,309 3,247,801 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 2,740,814 8,103,429 LOSS FROM OPERATIONS (3,587,072 ) (692,496 ) (9,153 ) (7,745 ) (287,176 ) (4,583,642 ) OTHER INCOME (EXPENSE) 1,695 1,629 260 (22 ) 75,951 79,513 Net Loss $ (3,585,377 ) $ (690,867 ) $ (8,893 ) $ (7,767 ) $ (211,225 ) $ (4,504,129 ) During the three months ended January 31, 2020, our Indonesian entities generated sale of products through a direct marketing network of approximately $3.2 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 our TogaGo platform of approximately $767,000. During the three months ended January 31, 2020, our Taiwan branch generated revenue through the direct marketing network sales of approximately $315,000. During the three months ended January 31, 2020, Toga Limited recognized royalty fee revenue of approximately $180,000 from Agel and Toga Japan. During the three months ended January 31, 2020, our Malaysian (including 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 — 152,117 47,050 — 199,167 Gross profit 60,000 180,437 416,779 — 657,216 OPERATING EXPENSES General and administrative expenses 20,557 68,678 512,367 (5,595 ) 596,007 Salaries and wages — 456,449 18,136 15,989 490,574 Professional fees 247,681 48,088 2,821 19,432 318,022 Depreciation — 8,518 1,788 2,833 13,139 Total Operating Expenses 268,238 581,733 535,112 32,659 1,417,742 LOSS FROM OPERATIONS (208,238 ) (401,296 ) (118,333 ) (32,659 ) (760,526 ) OTHER INCOME (EXPENSE) — 2,231 154 130 2,515 Net Loss $ (208,238 ) $ (543,365 ) $ (118,179 ) $ (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 branch generated revenue through the direct marketing network sales of approximately $464,000. During the three months ended January 31, 2019, Toga Limited recognized royalty fee revenue of approximately $ from Agel. 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 $ — $ 5,057,548 $ 8,724,236 Cost of goods sold — 2,906,955 71,169 — 751,095 3,729,219 Gross profit 240,000 (103,785 ) 552,349 — 4,306,453 4,995,017 OPERATING EXPENSES General and administrative expenses 167,621 1,237,764 806,793 4,712 4,756,957 6,973,847 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 2,724,910 848,349 15,707 5,310,019 13,195,611 LOSS FROM OPERATIONS (4,056,626 ) (2,828,695 ) (296,000 ) (15,707 ) (1,003,566 ) (8,200,594 ) 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 ) $ (888,069 ) $ (8,055,502 ) During the six months ended January 31, 2020, our Indonesian entities generated sale of products through a direct marketing network of approximately $5.1 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 our TogaGo platform of approximately of $772,000. During the six months ended January 31, 2020, our Taiwan branch generated revenue through the direct marketing network sales of approximately $624,000. During the six months ended January 31, 2020, Toga Limited recognized royalty fee revenue of approximately $240,000 from Agel and Toga Japan. During the six months ended January 31, 2020, our Malaysian (including 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. 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 — 249,378 67,288 — 316,666 Gross profit 120,000 534,479 627,991 — 1,282,470 OPERATING EXPENSES General and administrative expenses 65,614 127,705 618,587 22,407 834,313 Salaries and wages — 675,082 187,072 28,827 890,981 Professional fees 531,271 74,228 4,239 19,903 629,641 Depreciation — 14,667 3,352 5,644 23,663 Total Operating Expenses 596,885 891,682 813,250 76,781 2,378,598 LOSS FROM OPERATIONS (476,885 ) (357,203 ) (185,259 ) (76,781 ) (1,096,128 ) OTHER INCOME (EXPENSE) — 2,231 154 269 2,654 Net Loss $ (476,885 ) $ (499,272 ) $ (185,105 ) $ (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 branch generated revenue through the direct marketing network sales of approximately $695,000. During the six months ended January 31, 2019, Toga Limited recognized royalty fee revenue of approximately $120,000 from Agel. 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 $ 4,752,704 $ 16,668,075 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 $ 5,088,134 $ 21,649,475 As of January 31, 2020, our USA parent company has current assets of $8.9 million, which primarily includes cash and cash equivalents of $8.8 million. As of January 31, 2020, our Malaysian entities have current assets of $2.3 million, which 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, which 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 $5.1 million, which primarily includes cash and cash equivalents of $2.1 million, inventory of $521,000, prepaid expenses and other current assets of $1.8 million and accounts receivable of $300,000. As of January 31, 2020, our Indonesian entities have operating lease right-of-use assets of $164,000. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (RESTATED) | 6 Months Ended |
Jan. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES (RESTATED) | NOTE 10. COMMITMENTS AND CONTINGENCIES (RESTATED) On July 29, 2019, TOGL Technology entered into two Sale and Purchase Agreements (the “Second Mammoth Agreements”) with Mammoth, for the purchase of additional real estate located in the Empire Damansara. The Second Mammoth Agreements relate to the acquisition of an additional 11,614 square feet of space in the Empire Damansara. This additional space is located on the Level Basement 1 and Level Basement 3 of the building. Pursuant to the Second Mammoth Agreements, we entered into a Subscription Agreement with Mammoth dated July 29, 2019 for the purchase of an aggregate of 118,174 shares of our Common Stock for an aggregate purchase price of approximately $1,418,087, valued at $12.00 per share, which was the closing price of the shares on July 29, 2019 as reported by the OTC Markets Group Inc.’s (“OTCM”) Pink Open Market (“OTC Pink”). Mammoth agreed to pay the purchase price in the form of legal title to those certain portions of real estate set forth in the Mammoth Agreements. legal title has not been passed to us and no shares have been issued pursuant to the Second Mammoth Agreements. We are still awaiting the bank serving as the bridging financier to disclaim its interest in such property in favor of TOGL Technology. |
RESTATEMENT OF FINANCIAL STATEM
RESTATEMENT OF FINANCIAL STATEMENTS | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RESTATEMENT OF FINANCIAL STATEMENTS | NOTE 11 - RESTATEMENT OF FINANCIAL STATEMENTS The Company’s financial statements as of January 31, 2020, contained the following errors: (i) understatement of revenue of $2,181,381 and general and administrative expense of $1,815,479, and overstatement of cost of goods sold of $655,965 and (ii) understatement of prepaid commission of $1,388,485 and deferred revenue of $778,312. 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 at January 31, 2020 and for the three and six months ended January 31, 2020 are summarized as follows: Originally Restatement As ASSETS Reported Reclassification Adjustment Restated Current Assets Prepaid expense and other current assets $ 894,269 $ — $ 1,388,485 $ 2,282,754 Total Current Assets 15,279,590 — 1,388,485 16,668,075 TOTAL ASSETS $ 20,260,990 $ — $ 1,388,485 $ 21,649,475 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Deferred revenue $ 5,283,217 $ — $ 778,312 $ 6,061,529 Income tax payable 20,802 (8,645 ) — 12,157 Total Current Liabilities 11,029,751 (8,645 ) 778,312 11,799,418 Deferred tax liabilities — 8,645 — 8,645 Total Liabilities 11,071,577 — 778,312 11,849,889 Stockholders’ Equity Accumulated deficit (33,279,407 ) — 610,173 (32,669,234 ) Total Stockholders’ equity of Toga Ltd, 9,139,354 — 610,173 9,749,527 Total Stockholders’ equity 9,189,413 — 610,173 9,799,586 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 20,260,990 $ — $ 1,388,485 $ 21,649,475 Three Months Ended January 31, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 3,796,869 $ — $ 1,710,337 $ 5,507,206 Cost of goods sold 1,976,822 — 10,597 1,987,419 Gross profit 1,820,047 — 1,699,740 3,519,787 OPERATING EXPENSES General and administrative expenses 2,292,959 — 954,842 3,247,801 Salaries and wages 4,261,695 — — 4,261,695 Professional fees 458,473 — — 458,473 Depreciation 135,460 — — 135,460 Total Operating Expenses 7,148,587 — 954,842 8,103,429 LOSS FROM OPERATIONS (5,328,540 ) — 744,898 (4,583,642 ) OTHER INCOME (EXPENSE) Other income — 61,678 — 61,678 Interest income 82,325 (61,678 ) — 20,647 Total Other Income (Expense) 79,513 — — 79,513 Loss before Income Taxes (5,249,027 ) — 744,898 (4,504,129 ) NET LOSS $ (5,249,027 ) $ — $ 744,898 $ (4,504,129 ) Add: Net loss attributable to non-controlling interest (6,686 ) $ — $ — (6,686 ) Net loss attributable to Toga ltd. $ (5,242,341 ) $ — $ 744,898 $ (4,497,443 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 90,995,130 — — 90,995,130 NET LOSS PER COMMON SHARE $ (0.06 ) $ — $ 0.01 $ (0.05 ) Six Months Ended January 31, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 6,542,855 $ — $ 2,181,381 $ 8,724,236 Cost of goods sold 4,385,184 — (655,965 ) 3,729,219 Gross profit 2,157,671 — 2,837,346 4,995,017 OPERATING EXPENSES General and administrative expenses 5,158,769 (401 ) 1,815,479 6,973,847 Total Operating Expenses 11,380,533 (401 ) 1,815,479 13,195,611 LOSS FROM OPERATIONS (9,222,862 ) 401 1,021,867 (8,200,594 ) OTHER INCOME (EXPENSE) Other income — 110,157 — 110,157 Interest income 148,690 (110,157 ) — 38,533 Total Other Income (Expense) 145,493 — — 145,493 Loss before Income Taxes (9,077,369 ) 401 1,021,867 (8,055,101 ) Income Tax Provision — (401 ) — (401 ) NET LOSS $ (9,077,369 ) $ — $ 1,021,867 $ (8,055,502 ) Add: Net loss attributable to non-controlling interest (8,309 ) $ — $ — (8,309 ) Net loss attributable to Toga ltd. $ (9,069,060 ) $ — $ 1,021,867 $ (8,047,193 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 90,877,148 — — 90,877,148 NET LOSS PER COMMON SHARE $ (0.10 ) $ — $ 0.01 $ (0.09 ) Originally Restatement As Reported Adjustment Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (9,077,369 ) $ 1,021,867 $ (8,055,502 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 313,610 1,159,514 1,473,124 Deferred revenue 3,500,637 (2,181,381 ) 1,319,256 Net cash used in operating activities $ (2,534,923 ) $ — $ (2,534,923 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jan. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS Subsequent events are disclosed through the date these financial statements were originally issued on March 16, 2020. The Company has evaluated subsequent events from January 31, 2020 through March 16, 2020, the date these financial statements were originally 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 of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, these condensed consolidated financial statements 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. 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 U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid investments with remaining maturities of less than ninety days at the date of purchase. |
Basic and Diluted Earnings per Share | Basic and Diluted Earnings per Share Pursuant to the authoritative guidance, basic net income and net loss per share are computed by dividing the net income and net loss by the weighted average number of common shares outstanding. Diluted net income and net loss per share is the same as basic net income and net loss per share 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. |
Software Development | Software Development The Company accounts for all software and development costs in accordance with ASC 985-20 – Software. Accordingly, all costs incurred prior to establishing technological feasibility have been expensed. As of January 31, 2020, none of the costs subsequent to technological feasibility associated with software and development met the criteria for capitalization. |
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. |
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 (“MYR”), New Taiwan dollar (“NTD”) and Vietnamese dong (“VND”), and Indonesian rupiah (“IDR”) are translated into U.S. dollars in accordance with ASC 830-30, ”Translation of Financial Statements,” 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. |
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 $ — |
Fair Value | Fair Value FASB ASC 820, Fair Value Measurements and Disclosure ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1 — Level 2 — Level 3 — The carrying amounts of cash, accounts payable and other liabilities and accrued interest payable fair value because of the short-term nature of these items. |
Related Party Balances and Transactions | Related Party Balances and Transactions The Company follows FASB ASC 850, “ Related Party Disclosures |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented. |
Revenue Recognition | Revenue Recognition (Restated) 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 in accordance with ASC 606 as defined above. During the six months ended January 31, 2020 and 2019, the Company derived its revenues from the following: (1) The sale of products through a direct marketing network (approximately $5.5 million and $695,000 for six months ended January 31, 2020 and 2019, respectively and approximately $3.3 million and $464,000 for three months ended January 31, 2020 and 2019, respectively). Invoices are prepared for all sales of products through a direct marketing network. In accordance with ASC 606 , · The invoice has been generated and provided to the customer. · The performance obligations of delivery of products are stated in the invoice. · The transaction price has been identified in the invoice. · The Company has allocated the transaction price to performance obligation in the invoice. · The Company has shipped out the product and, therefore, satisfied the performance obligation. (2) The in-app purchases through the Company’s mobile application called “Yippi” or the “Yippi App” (approximately $2.1 million and $0 for the six months ended January 31, 2020 and 2019, respectively and approximately $1.1 million and $0 for the three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to in-app purchases are recognized when: · An invoice or receipt is generated upon the in-app purchase. · The performance obligations of the delivery of in-app purchases are stated or implied on the purchase portal. · The transaction price has been identified in the in-app purchase. · The Company has allocated the transaction price to the implied performance obligation. In regards to in-apps purchases, there is a lag in between the time where a customer makes in-apps purchase and the time that the customer spends the in-app purchase and/or points. · The Company has provided the in-app purchase to the end user. When the end-user utilizes the in-apps purchase and/or points, revenue is recognized at that point in time only to the extent of the in-app point usage. All in-app purchases that have not been utilized by the end-user are recorded as deferred revenue until the point in which they are utilized by the end-user, at which time they will be recorded as revenue. (3) The hotel and flight feature (“TogaGo”) in the Yippi App (approximately $767,000 and $0 for six months ended January 31, 2020 and 2019, respectively and approximately $767,000 and $0 for three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, revenue related to the TogaGo platform purchases are recognized when: · The invoice or receipt is generated upon a purchase on the TogaGo platform. · The performance obligations of the delivery of products and services are stated or implied on the purchase portal. · The transaction price has been identified in the TogaGo platform purchase. · The Company has allocated the transaction price to the implied performance obligation. · The Company has received confirmation from the third-party that it has booked the TogaGo platform purchase and, thus; the Company has satisfied the performance obligation. (4) Royalty fees ($240,000 and $120,000 for six months ended January 31, 2020 and 2019, respectively and $180,000 and $60,000 for three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, related to royalty/licensing fees are recognized when: · The contract has been signed by both parties for licensing and/or royalty fees. · The performance obligations are stated or implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the performance obligations pursuant to the contract. · The Company has provided the licensing to the end user and, therefore, satisfied the performance obligation. (5) Advertising revenue (approximately $144,000 and $145,000 for six months ended January 31, 2020 and 2019, respectively and approximately $99,000 and $65,000 for three months ended January 31, 2020 and 2019, respectively). In accordance with ASC 606, related to in-app advertising are recognized when: · The contract has been signed by both parties for advertising to be provided within the Yippi App. · The performance obligations of the delivery of the in-app advertising are implied in the contract. · The transaction price has been identified in the contract. · The Company has allocated the transaction price to the advertising performance obligations pursuant to the contract. · The Company has provided in-app advertising in accordance with the contract and, therefore, has satisfied the performance obligation. 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. For the period ended January 31, 2020, deferred revenue was related to Yippi in-app purchases and sales of product. Deferred Revenue from Yippi In-App Purchases The Company has created in-app points to use within the Yippi App. These in-app points are called Yipps. Once purchased by a user, Yipps can be used in a variety of different ways within the Yippi App. Yipps can be used to gift or tip other users, or to purchase merchandise and services from vendors. Yipps points are purchased in cash. When these points are initially purchased (but not yet used), they are recognized as deferred revenue. When these points are later used within the Yippi App (for purchases, tipping, gifting, etc.), the revenue is recognized. The Company monitors the following in order to validate the deferred revenue balances and revenue recognized during the period in relation in to the in-apps purchases: · purchase price and quantity of the Yipps points to be utilized in the Yippi App; · usage of the Yipps points over the reporting period (in order to record revenue); and · reconciliation between the used and unused points at the end of each reporting period. The increase in deferred revenue for the three and six months ended January 31, 2020 is due to an increase from product sales not yet shipped and in the amount of Yipps credits that were purchased (but remained unused) compared to the amount of Yipps credits that were used during that period and, therefore, recognized as revenue during the period. Thus, the total amount of unused Yipps increased during the period. Please refer to the Revenue Recognition policy above with respect to revenue recognition of in-app purchases and Yipps points. Upon use or redemption of the Yipps inside of the Yippi app, the Company pays the price set by the third-party supplier of the desired product or service (approximately 70% of the total cost of the item) and retains the balance as a commission (approximately 30% of the total cost of the item). The exception to this commission breakdown is when Yipps are used to redeem products and services in the Company’s TogaGo travel platform, where the Company currently takes a much lower commission to keep advertised prices low and encourages the use of the TogaGo platform (the Company’s commission is approximately 3-5% of the total cost of the product or service purchased). At the time the Yipps are used and the revenue is recognized, the amount that is paid to third-party suppliers of the goods or services is recorded by the Company as the cost of goods sold. Yipps do not have an expiration date, and this is a relatively new revenue source for the Company (deferred revenue from Yipps was first recorded in May 2019). On an ongoing basis as Yipps are purchased and used in-app, the Company expects to recognize all of the deferred revenue from a Yipps purchase as revenue within 12 months of the original purchase of such Yipps. The Company’s estimate is qualified by the limited data of historical usage. Prepaid Commission In connection with the sale of our Eostre branded products, we pay a commission to our independent agents. The commission is payable upon the sale of the products, not upon shipment of the products. The Company books the commission at the time of sale to a prepaid Commission account, included in prepaid expense and other current assets, and offsets this amount by booking a payable to the independent agent. At the time the product is shipped, and the obligation is fulfilled, the Company then recognizes commission expense out of the prepaid commission account. As of January 31, 2020, and July 31, 2019, the Company recorded in prepaid expense and other current assets $687,790 and $2,503,269, respectively, for prepaid commissions. 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. 1.1 % 40.1 % 3.2 % 42.4 % Shen Zhen Ding Shang Network Technology 23.7 % — % 27.7 % — % AppAsia International Sdn. Bhd. 10.1 % — % 7.3 % — % 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) 42 % 92 % 41 % 92 % Indonesia (PT Toga International Indonesia) 55 % — % 56 % — % United States (Toga Limited) 3 % 8 % 3 % 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 accounts receivable are concentrated 54% with Shen Zhen Shi Ding Shang Internet Tech Co., 6.9% with Angel Enterprises International Sdn. Bhd. and 18% with AppAsia International Sdn Bhd. As of July 31, 2019, the accounts receivable are concentrated 69.7% with Agel Enterprise International Sdn Bhd.. As of January 31, 2020, the accounts receivable are concentrated 98% in Malaysia (TOGL Technology Sdn. Bhd). As of July 31, 2019, the accounts receivable are concentrated 93% in Malaysia (TOGL Technology Sdn. Bhd), 7% in United States (Toga Limited). |
Research and Development Expenses | Research and Development Expenses We follow ASC 730, “Research and Development,” |
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. 1.1 % 40.1 % 3.2 % 42.4 % Shen Zhen Ding Shang Network Technology 23.7 % — % 27.7 % — % AppAsia International Sdn. Bhd. 10.1 % — % 7.3 % — % |
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) 42 % 92 % 41 % 92 % Indonesia (PT Toga International Indonesia) 55 % — % 56 % — % United States (Toga Limited) 3 % 8 % 3 % 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 778,312 3,050,608 $ 6,061,529 $ 4,741,945 |
Schedule of changes in deferred revenue | Six Months Ended January 31, 2020 Balance, beginning of period $ 4,741,945 Deferral of revenue 9,568,549 Recognition of deferred revenue (8,248,965 ) Balance, end of period $ 6,061,529 |
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 |
SEGMENT DISCLOSURE (RESTATED) (
SEGMENT DISCLOSURE (RESTATED) (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 $ — $ 3,184,108 $ 5,507,206 Cost of goods sold — 1,226,464 30,485 — 730,470 1,987,419 Gross profit 180,000 601,139 285,010 — 2,453,638 3,519,787 OPERATING EXPENSES General and administrative expenses 70,351 556,947 266,860 334 2,353,309 3,247,801 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 2,740,814 8,103,429 LOSS FROM OPERATIONS (3,587,072 ) (692,496 ) (9,153 ) (7,745 ) (287,176 ) (4,583,642 ) OTHER INCOME (EXPENSE) 1,695 1,629 260 (22 ) 75,951 79,513 Net Loss $ (3,585,377 ) $ (690,867 ) $ (8,893 ) $ (7,767 ) $ (211,225 ) $ (4,504,129 ) Three Months Ended January 31, 2019 USA Malaysia Taiwan Indonesia Total Revenue $ 60,000 $ 332,554 $ 463,829 $ — $ 856,383 Cost of goods sold — 152,117 47,050 — 199,167 Gross profit 60,000 180,437 416,779 — 657,216 OPERATING EXPENSES General and administrative expenses 20,557 68,678 512,367 (5,595 ) 596,007 Salaries and wages — 456,449 18,136 15,989 490,574 Professional fees 247,681 48,088 2,821 19,432 318,022 Depreciation — 8,518 1,788 2,833 13,139 Total Operating Expenses 268,238 581,733 535,112 32,659 1,417,742 LOSS FROM OPERATIONS (208,238 ) (401,296 ) (118,333 ) (32,659 ) (760,526 ) OTHER INCOME (EXPENSE) — 2,231 154 130 2,515 Net Loss $ (208,238 ) $ (543,365 ) $ (118,179 ) $ (32,529 ) $ (902,311 ) Six Months Ended January 31, 2020 USA Malaysia Taiwan Vietnam Indonesia Total Revenue $ 240,000 $ 2,803,170 $ 623,518 $ — $ 5,057,548 $ 8,724,236 Cost of goods sold — 2,906,955 71,169 — 751,095 3,729,219 Gross profit 240,000 (103,785 ) 552,349 — 4,306,453 4,995,017 OPERATING EXPENSES General and administrative expenses 167,621 1,237,764 806,793 4,712 4,756,957 6,973,847 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 2,724,910 848,349 15,707 5,310,019 13,195,611 LOSS FROM OPERATIONS (4,056,626 ) (2,828,695 ) (296,000 ) (15,707 ) (1,003,566 ) (8,200,594 ) 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 ) $ (888,069 ) $ (8,055,502 ) 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 — 249,378 67,288 — 316,666 Gross profit 120,000 534,479 627,991 — 1,282,470 OPERATING EXPENSES General and administrative expenses 65,614 127,705 618,587 22,407 834,313 Salaries and wages — 675,082 187,072 28,827 890,981 Professional fees 531,271 74,228 4,239 19,903 629,641 Depreciation — 14,667 3,352 5,644 23,663 Total Operating Expenses 596,885 891,682 813,250 76,781 2,378,598 LOSS FROM OPERATIONS (476,885 ) (357,203 ) (185,259 ) (76,781 ) (1,096,128 ) OTHER INCOME (EXPENSE) — 2,231 154 269 2,654 Net Loss $ (476,885 ) $ (499,272 ) $ (185,105 ) $ (76,512 ) $ (1,237,774 ) USA Malaysia Taiwan Vietnam Indonesia Total Current assets $ 8,951,144 $ 2,261,941 $ 671,651 $ 30,635 $ 4,752,704 $ 16,668,075 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 $ 5,088,134 $ 21,649,475 |
RESTATEMENT OF FINANCIAL STAT_2
RESTATEMENT OF FINANCIAL STATEMENTS (Tables) | 6 Months Ended |
Jan. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of effects of the adjustments on the Company's previously issued financial statements | Originally Restatement As ASSETS Reported Reclassification Adjustment Restated Current Assets Prepaid expense and other current assets $ 894,269 $ — $ 1,388,485 $ 2,282,754 Total Current Assets 15,279,590 — 1,388,485 16,668,075 TOTAL ASSETS $ 20,260,990 $ — $ 1,388,485 $ 21,649,475 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Deferred revenue $ 5,283,217 $ — $ 778,312 $ 6,061,529 Income tax payable 20,802 (8,645 ) — 12,157 Total Current Liabilities 11,029,751 (8,645 ) 778,312 11,799,418 Deferred tax liabilities — 8,645 — 8,645 Total Liabilities 11,071,577 — 778,312 11,849,889 Stockholders’ Equity Accumulated deficit (33,279,407 ) — 610,173 (32,669,234 ) Total Stockholders’ equity of Toga Ltd, 9,139,354 — 610,173 9,749,527 Total Stockholders’ equity 9,189,413 — 610,173 9,799,586 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 20,260,990 $ — $ 1,388,485 $ 21,649,475 Three Months Ended January 31, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 3,796,869 $ — $ 1,710,337 $ 5,507,206 Cost of goods sold 1,976,822 — 10,597 1,987,419 Gross profit 1,820,047 — 1,699,740 3,519,787 OPERATING EXPENSES General and administrative expenses 2,292,959 — 954,842 3,247,801 Salaries and wages 4,261,695 — — 4,261,695 Professional fees 458,473 — — 458,473 Depreciation 135,460 — — 135,460 Total Operating Expenses 7,148,587 — 954,842 8,103,429 LOSS FROM OPERATIONS (5,328,540 ) — 744,898 (4,583,642 ) OTHER INCOME (EXPENSE) Other income — 61,678 — 61,678 Interest income 82,325 (61,678 ) — 20,647 Total Other Income (Expense) 79,513 — — 79,513 Loss before Income Taxes (5,249,027 ) — 744,898 (4,504,129 ) NET LOSS $ (5,249,027 ) $ — $ 744,898 $ (4,504,129 ) Add: Net loss attributable to non-controlling interest (6,686 ) $ — $ — (6,686 ) Net loss attributable to Toga ltd. $ (5,242,341 ) $ — $ 744,898 $ (4,497,443 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 90,995,130 — — 90,995,130 NET LOSS PER COMMON SHARE $ (0.06 ) $ — $ 0.01 $ (0.05 ) Six Months Ended January 31, 2020 Originally Restatement As Reported Reclassification Adjustment Restated Revenue $ 6,542,855 $ — $ 2,181,381 $ 8,724,236 Cost of goods sold 4,385,184 — (655,965 ) 3,729,219 Gross profit 2,157,671 — 2,837,346 4,995,017 OPERATING EXPENSES General and administrative expenses 5,158,769 (401 ) 1,815,479 6,973,847 Total Operating Expenses 11,380,533 (401 ) 1,815,479 13,195,611 LOSS FROM OPERATIONS (9,222,862 ) 401 1,021,867 (8,200,594 ) OTHER INCOME (EXPENSE) Other income — 110,157 — 110,157 Interest income 148,690 (110,157 ) — 38,533 Total Other Income (Expense) 145,493 — — 145,493 Loss before Income Taxes (9,077,369 ) 401 1,021,867 (8,055,101 ) Income Tax Provision — (401 ) — (401 ) NET LOSS $ (9,077,369 ) $ — $ 1,021,867 $ (8,055,502 ) Add: Net loss attributable to non-controlling interest (8,309 ) $ — $ — (8,309 ) Net loss attributable to Toga ltd. $ (9,069,060 ) $ — $ 1,021,867 $ (8,047,193 ) BASIC AND DILUTED NET LOSS PER COMMON SHARE: WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 90,877,148 — — 90,877,148 NET LOSS PER COMMON SHARE $ (0.10 ) $ — $ 0.01 $ (0.09 ) Originally Restatement As Reported Adjustment Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (9,077,369 ) $ 1,021,867 $ (8,055,502 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 313,610 1,159,514 1,473,124 Deferred revenue 3,500,637 (2,181,381 ) 1,319,256 Net cash used in operating activities $ (2,534,923 ) $ — $ (2,534,923 ) |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Textuals) - shares | May 08, 2019 | Jun. 10, 2017 | Jun. 13, 2016 | Jan. 31, 2020 | Jul. 31, 2019 | Jun. 24, 2019 | May 24, 2019 | May 07, 2019 | Jun. 09, 2017 |
Schedule Of Equity [Line Items] | |||||||||
Common stock, shares authorized | 1,000,000,000 | 10,000,000,000 | 1,000,000,000 | 1,000,000,000 | 10,000,000,000 | 100,000,000 | |||
Forward split | a forward split at the rate of fifty (50) shares for every one (1) share (50:1) currently issued and outstanding (“Forward Split”). | ||||||||
Reverse stock split | ten (10) shares for every one (1) share held (“10-1 Reverse Split”) | 10-1 Reverse Split | |||||||
WGS Discovery Tours & Travel | |||||||||
Schedule Of Equity [Line Items] | |||||||||
Ownership percentage | 100.00% | ||||||||
PT TOGL Technology | |||||||||
Schedule Of Equity [Line Items] | |||||||||
Ownership percentage | 67.00% | ||||||||
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) | 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 | $ 0 |
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 | 1.10% | 40.10% | 3.20% | 42.40% |
Shen Zhen Shi Ding Shang Internet Tech Co. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 23.70% | 0.00% | 27.70% | 0.00% |
Appasia International Sdn Bhd. | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 10.10% | 0.00% | 7.30% | 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 | 42.00% | 92.00% | 41.00% | 92.00% |
Indonesia (PT Toga International Indonesia) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 55.00% | 0.00% | 56.00% | 0.00% |
United States (Toga Limited) | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Concentration of revenue | 3.00% | 8.00% | 3.00% | 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 | Jun. 24, 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 | 5,447,206 | $ 513,336 | 8,444,527 | $ 920,946 | |||
Right-of-use Assets | 257,739 | 257,739 | |||||
Lease Liability | 257,739 | 257,739 | |||||
Prepaid expense and other current assets | 2,282,754 | 2,282,754 | 3,747,648 | ||||
Prepaid commissions | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Prepaid expense and other current assets | 687,790 | 687,790 | $ 2,503,269 | ||||
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 | 464,000 | 5,500,000 | 695,000 | |||
Yippi in-app purchase | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 1,100,000 | 0 | 2,100,000 | 0 | |||
Togago platform | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 767,000 | 0 | 767,000 | 0 | |||
Royalty fees | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 180,000 | 60,000 | 240,000 | 120,000 | |||
Advertising | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Revenue | 99,000 | $ 65,000 | 144,000 | $ 145,000 | |||
Malaysia (TOGL Technology Sdn. Bhd) | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill | $ 11,718 | $ 11,718 | |||||
Accounts receivable percentage | 98.00% | 98.00% | 93.00% | ||||
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 | |||||
Right-of-use Assets | 164,374 | 164,374 | |||||
United States (Toga Limited) | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Goodwill | 0 | 0 | |||||
Accounts receivable percentage | 7.00% | ||||||
Right-of-use Assets | $ 65,089 | $ 65,089 | |||||
WGS Discovery Tours & Travel | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Ownership percentage | 100.00% | ||||||
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 | 6.90% | 6.90% | 69.70% |
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 |
Furniture 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 | $ 6,061,529 | $ 4,741,945 |
Malaysia | ||
Deferred Revenue | 5,256,880 | 1,548,398 |
Taiwan | ||
Deferred Revenue | 26,337 | 142,939 |
Indonesia | ||
Deferred Revenue | $ 778,312 | $ 3,050,608 |
DEFERRED REVENUE (Details 1)
DEFERRED REVENUE (Details 1) - Yippi | 6 Months Ended |
Jan. 31, 2020USD ($) | |
Balance, beginning of period | $ 4,741,945 |
Deferral of revenue | 9,568,549 |
Recognition of deferred revenue | (8,248,965) |
Balance, end of period | $ 6,061,529 |
DEFERRED REVENUE (Detail Textua
DEFERRED REVENUE (Detail Textuals) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Yippi | ||
Deferred Revenue | $ 6,061,529 | $ 4,741,945 |
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] | ||||||
Revenue from related party | $ 60,000 | $ 343,047 | $ 279,709 | $ 678,190 | ||
Accounts receivable from related party | 116,701 | 116,701 | $ 205,210 | |||
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 | $ 490,574 | 5,101,913 | 890,981 | ||
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] | ||||||
Revenue from related party | 279,709 | 678,190 | ||||
Accounts receivable from related party | 116,701 | 116,701 | $ 205,210 | |||
Number of share granted | 20,000 | 10,490,362 | ||||
Value of share granted | $ 2,098,073 | |||||
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 | ||||||
Related Party Transaction [Line Items] | ||||||
Number of share granted | 273,354 | 21,196,376 | ||||
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 | Jun. 10, 2017 | Oct. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2020 | Jul. 31, 2019 | Oct. 29, 2018 |
Equity [Line Items] | |||||||||
Forward split, description | a forward split at the rate of fifty (50) shares for every one (1) share (50:1) currently issued and outstanding (“Forward Split”). | ||||||||
Number of common stock for digital currency (in shares) | 9,078,998 | ||||||||
Value of common stock for digital currency | $ 3,803,680 | $ 4,878,440 | |||||||
Common stock issued for employee compensation (in shares) | 1,156,539 | ||||||||
Value of common stock issued for employee compensation | $ 10,015,674 | ||||||||
Issuance of common shares for acquisition of properties (in shares) | 470,477 | ||||||||
Common Stock Cancelled | 20,000 | ||||||||
Issuance of common shares for acquisition of properties | $ 3,999,054 | ||||||||
Number of options granted to CFO | 6,792 | 120,000 | |||||||
Exercise price | $ 0.20 | ||||||||
Amount stock options granted to CFO | $ 88,059 | $ 1,061,017 | |||||||
Common stock | |||||||||
Equity [Line Items] | |||||||||
Number of stock issued | 273,354 | 21,196,376 | |||||||
Cancellation of common shares (in shares) | 24,614 | 24,614 | 20,000 | ||||||
Number of common stock for digital currency (in shares) | 8,575,916 | ||||||||
Value of common stock for digital currency | $ 858 | ||||||||
Common stock issued for employee compensation (in shares) | 253,039 | ||||||||
Value of common stock issued for employee compensation | $ 3,289,507 | ||||||||
Option One | |||||||||
Equity [Line Items] | |||||||||
Number of options granted to CFO | 60,000 | ||||||||
Exercise price | $ 0.20 | ||||||||
Option Two | |||||||||
Equity [Line Items] | |||||||||
Number of options granted to CFO | 60,000 | ||||||||
Exercise price | $ 0.40 | ||||||||
Agel Enterprise International Sdn Bhd | |||||||||
Equity [Line Items] | |||||||||
Number of stock issued | 20,000 | 10,490,362 | |||||||
Value of common stock issued | $ 2,098,073 | ||||||||
Share price per share | $ 0.20 | ||||||||
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 |
Total operating lease liabilities | $ 257,739 |
LEASES (Detail Textuals)
LEASES (Detail Textuals) | 6 Months Ended |
Jan. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Right-of-use Assets | $ 257,739 |
Operating lease liabilities | 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 |
SEGMENT DISCLOSURE (RESTATED)_2
SEGMENT DISCLOSURE (RESTATED) (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 | $ 5,507,206 | $ 856,383 | $ 8,724,236 | $ 1,599,136 | ||
Cost of goods sold | 1,987,419 | 199,167 | 3,729,219 | 316,666 | ||
Gross profit | 3,519,787 | 657,216 | 4,995,017 | 1,282,470 | ||
OPERATING EXPENSES | ||||||
Selling, general and administrative expenses | 3,247,801 | 596,007 | 6,973,847 | 834,313 | ||
Salaries and wages | 4,261,695 | 490,574 | 5,101,913 | 890,981 | ||
Professional fees | 458,473 | 318,022 | 933,588 | 629,641 | ||
Depreciation | 135,460 | 13,139 | 186,263 | 23,663 | ||
Total Operating Expenses | 8,103,429 | 1,417,742 | 13,195,611 | 2,378,598 | ||
LOSS FROM OPERATIONS | (4,583,642) | (760,526) | (8,200,594) | (1,096,128) | ||
OTHER INCOME (EXPENSE) | 79,513 | 2,515 | 145,493 | 2,654 | ||
Loss before Income Taxes | (4,504,129) | (758,011) | (8,055,101) | (1,093,474) | ||
Income Tax Provision | (144,300) | (401) | (144,300) | |||
Net Loss | (4,504,129) | $ (3,551,373) | (902,311) | $ (335,463) | (8,055,502) | (1,237,774) |
USA | ||||||
Revenue | 180,000 | 60,000 | 240,000 | 120,000 | ||
Cost of goods sold | 0 | 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 | 152,117 | 2,906,955 | 249,378 | ||
Gross profit | 601,139 | 180,437 | (103,785) | 534,479 | ||
OPERATING EXPENSES | ||||||
Selling, general and administrative expenses | 556,947 | 68,678 | 1,237,764 | 127,705 | ||
Salaries and wages | 664,319 | 456,449 | 1,338,978 | 675,082 | ||
Professional fees | 22,258 | 48,088 | 56,481 | 74,228 | ||
Depreciation | 50,111 | 8,518 | 91,687 | 14,667 | ||
Total Operating Expenses | 1,293,635 | 581,733 | 2,724,910 | 891,682 | ||
LOSS FROM OPERATIONS | (692,496) | (401,296) | (2,828,695) | (357,203) | ||
OTHER INCOME (EXPENSE) | 1,629 | 2,231 | 25,654 | 2,231 | ||
Net Loss | (690,867) | (543,365) | (2,803,442) | (499,272) | ||
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 | 512,367 | 806,793 | 618,587 | ||
Salaries and wages | 16,324 | 18,136 | 28,478 | 187,072 | ||
Professional fees | 3,297 | 2,821 | 3,619 | 4,239 | ||
Depreciation | 7,682 | 1,788 | 9,459 | 3,352 | ||
Total Operating Expenses | 294,163 | 535,112 | 848,349 | 813,250 | ||
LOSS FROM OPERATIONS | (9,153) | (118,333) | (296,000) | (185,259) | ||
OTHER INCOME (EXPENSE) | 260 | 154 | 260 | 154 | ||
Net Loss | (8,893) | (118,179) | (295,740) | (185,105) | ||
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 | 3,184,108 | 0 | 5,057,548 | 0 | ||
Cost of goods sold | 730,470 | 0 | 751,095 | 0 | ||
Gross profit | 2,453,638 | 0 | 4,306,453 | 0 | ||
OPERATING EXPENSES | ||||||
Selling, general and administrative expenses | 2,353,309 | (5,595) | 4,756,957 | 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 | 2,740,814 | 32,659 | 5,310,019 | 76,781 | ||
LOSS FROM OPERATIONS | (287,176) | (32,659) | (1,003,566) | (76,781) | ||
OTHER INCOME (EXPENSE) | 75,951 | 130 | 115,497 | 269 | ||
Net Loss | $ (211,225) | $ (32,529) | $ (888,069) | $ (76,512) |
SEGMENT DISCLOSURE (RESTATED)_3
SEGMENT DISCLOSURE (RESTATED) (Details 1) - USD ($) | Jan. 31, 2020 | Jul. 31, 2019 |
Current assets | $ 16,668,075 | $ 19,121,455 |
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 | 21,649,475 | $ 23,554,425 |
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 | 4,752,704 | |
Operating lease right-of-use assets | 164,374 | |
Property and equipment, net | 171,056 | |
Intangible asset - goodwill | 0 | |
Total assets | $ 5,088,134 |
SEGMENT DISCLOSURE (RESTATED)_4
SEGMENT DISCLOSURE (RESTATED) (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 | $ 16,668,075 | $ 16,668,075 | $ 19,121,455 | |||
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 | |||
Prepaid expense and other current assets | 2,282,754 | 2,282,754 | ||||
Accounts receivable, net | 1,572,195 | 1,572,195 | 89,056 | |||
Property and equipment, net | 4,711,943 | 4,711,943 | $ 4,421,252 | |||
Revenue | 5,507,206 | 856,383 | 8,724,236 | 1,599,136 | ||
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 | ||||
Revenue | 180,000 | 60,000 | 240,000 | 120,000 | ||
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 | ||||
Revenue | 1,827,603 | 332,554 | 2,803,170 | 783,857 | ||
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 | Furniture 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 | ||||
Revenue | 315,495 | 463,829 | 623,518 | 695,279 | ||
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 | ||||
Revenue | 0 | 0 | ||||
Operating lease right-of-use assets | 5,330 | 5,330 | ||||
Indonesia | ||||||
Current assets | 4,752,704 | 4,752,704 | ||||
Cash and cash equivalents | 2,100,000 | 2,100,000 | ||||
Inventories | 521,000 | 521,000 | ||||
Prepaid expense and other current assets | 1,800,000 | 1,800,000 | ||||
Accounts receivable, net | 300,000 | 300,000 | ||||
Property and equipment, net | 171,056 | 171,056 | ||||
Revenue | 3,184,108 | $ 0 | 5,057,548 | $ 0 | ||
Operating lease right-of-use assets | 164,374 | 164,374 | ||||
Indonesia | Direct marketing network | ||||||
Revenue | $ 3,200,000 | $ 5,100,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (RESTATED) (Detail Textuals) - Two Sale and Purchase Agreements - Mammoth Empire Estate Sdn. Bhd | 1 Months Ended |
Jul. 29, 2019USD ($)$ / sharesshares | |
Other Commitments [Line Items] | |
Number of stock issued | shares | 118,174 |
Value of common stock issued | $ | $ 1,418,087 |
Share price | $ / shares | $ 12 |
RESTATEMENT OF FINANCIAL STAT_3
RESTATEMENT OF FINANCIAL STATEMENTS (Details) - USD ($) | Jan. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2019 | Jan. 31, 2019 | Oct. 31, 2018 | Jul. 31, 2018 |
Current Assets | ||||||
Prepaid expense and other current assets | $ 2,282,754 | |||||
Total Current Assets | 16,668,075 | $ 19,121,455 | ||||
TOTAL ASSETS | 21,649,475 | 23,554,425 | ||||
Current Liabilities | ||||||
Deferred revenue | 6,061,529 | 4,741,945 | ||||
Income tax payable | 12,157 | 52,641 | ||||
Total Current Liabilities | 11,799,418 | 9,041,208 | ||||
Deferred tax liabilities | 8,645 | |||||
Total Liabilities | 11,849,889 | 9,049,782 | ||||
Stockholders' Equity | ||||||
Accumulated deficit | (32,669,234) | (24,622,041) | ||||
Total Stockholders' equity of Toga Ltd, | 9,749,527 | 14,446,275 | ||||
Total Stockholders' equity | 9,799,586 | $ 10,957,253 | 14,504,643 | $ 7,055,426 | $ 3,432,546 | $ 2,541,365 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 21,649,475 | $ 23,554,425 | ||||
Originally Reported | ||||||
Current Assets | ||||||
Prepaid expense and other current assets | 894,269 | |||||
Total Current Assets | 15,279,590 | |||||
TOTAL ASSETS | 20,260,990 | |||||
Current Liabilities | ||||||
Deferred revenue | 5,283,217 | |||||
Income tax payable | 20,802 | |||||
Total Current Liabilities | 11,029,751 | |||||
Deferred tax liabilities | 0 | |||||
Total Liabilities | 11,071,577 | |||||
Stockholders' Equity | ||||||
Accumulated deficit | (33,279,407) | |||||
Total Stockholders' equity of Toga Ltd, | 9,139,354 | |||||
Total Stockholders' equity | 9,189,413 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 20,260,990 | |||||
Reclassification | ||||||
Current Assets | ||||||
Prepaid expense and other current assets | 0 | |||||
Total Current Assets | 0 | |||||
TOTAL ASSETS | 0 | |||||
Current Liabilities | ||||||
Deferred revenue | 0 | |||||
Income tax payable | (8,645) | |||||
Total Current Liabilities | (8,645) | |||||
Deferred tax liabilities | 8,645 | |||||
Total Liabilities | 0 | |||||
Stockholders' Equity | ||||||
Accumulated deficit | 0 | |||||
Total Stockholders' equity of Toga Ltd, | 0 | |||||
Total Stockholders' equity | 0 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 0 | |||||
Restatement Adjustment | ||||||
Current Assets | ||||||
Prepaid expense and other current assets | 1,388,485 | |||||
Total Current Assets | 1,388,485 | |||||
TOTAL ASSETS | 1,388,485 | |||||
Current Liabilities | ||||||
Deferred revenue | 778,312 | |||||
Income tax payable | 0 | |||||
Total Current Liabilities | 778,312 | |||||
Deferred tax liabilities | 0 | |||||
Total Liabilities | 778,312 | |||||
Stockholders' Equity | ||||||
Accumulated deficit | 610,173 | |||||
Total Stockholders' equity of Toga Ltd, | 610,173 | |||||
Total Stockholders' equity | 610,173 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 1,388,485 |
RESTATEMENT OF FINANCIAL STAT_4
RESTATEMENT OF FINANCIAL STATEMENTS (Details 1) - 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 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 5,507,206 | $ 8,724,236 | ||||
Cost of goods sold | 1,987,419 | $ 199,167 | 3,729,219 | $ 316,666 | ||
Gross profit | 3,519,787 | 657,216 | 4,995,017 | 1,282,470 | ||
OPERATING EXPENSES | ||||||
General and administrative expenses | 3,247,801 | 596,007 | 6,973,847 | 834,313 | ||
Salaries and wages | 4,261,695 | 490,574 | 5,101,913 | 890,981 | ||
Professional fees | 458,473 | 318,022 | 933,588 | 629,641 | ||
Depreciation | 135,460 | 13,139 | 186,263 | 23,663 | ||
Total Operating Expenses | 8,103,429 | 1,417,742 | 13,195,611 | 2,378,598 | ||
LOSS FROM OPERATIONS | (4,583,642) | (760,526) | (8,200,594) | (1,096,128) | ||
OTHER INCOME (EXPENSE) | ||||||
Other income | 61,678 | 110,157 | ||||
Interest income | 20,647 | 2,547 | 38,533 | 2,721 | ||
Total Other Income | 79,513 | 2,515 | 145,493 | 2,654 | ||
Loss before Income Taxes | (4,504,129) | (758,011) | (8,055,101) | (1,093,474) | ||
Income Tax Provision | (144,300) | (401) | (144,300) | |||
Net loss | (4,504,129) | $ (3,551,373) | (902,311) | $ (335,463) | (8,055,502) | (1,237,774) |
Net loss attributable to non-controlling interest | (6,686) | (8,309) | ||||
Net Loss attributable to Toga Ltd. | $ (4,497,443) | $ (902,311) | $ (8,047,193) | $ (1,237,774) | ||
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) | $ (0.05) | $ (0.01) | $ (0.09) | $ (0.02) | ||
Originally Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 3,796,869 | $ 6,542,855 | ||||
Cost of goods sold | 1,976,822 | 4,385,184 | ||||
Gross profit | 1,820,047 | 2,157,671 | ||||
OPERATING EXPENSES | ||||||
General and administrative expenses | 2,292,959 | 5,158,769 | ||||
Salaries and wages | 4,261,695 | |||||
Professional fees | 458,473 | |||||
Depreciation | 135,460 | |||||
Total Operating Expenses | 7,148,587 | 11,380,533 | ||||
LOSS FROM OPERATIONS | (5,328,540) | (9,222,862) | ||||
OTHER INCOME (EXPENSE) | ||||||
Other income | 0 | 0 | ||||
Interest income | 82,325 | 148,690 | ||||
Total Other Income | 79,513 | 145,493 | ||||
Loss before Income Taxes | (5,249,027) | (9,077,369) | ||||
Income Tax Provision | 0 | |||||
Net loss | (5,249,027) | (9,077,369) | ||||
Net loss attributable to non-controlling interest | (6,686) | (8,309) | ||||
Net Loss attributable to Toga Ltd. | $ (5,242,341) | $ (9,069,060) | ||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 90,995,130 | 90,877,148 | ||||
NET LOSS PER COMMON SHARE (in dollars per share) | $ (0.06) | $ (0.10) | ||||
Reclassification | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 0 | $ 0 | ||||
Cost of goods sold | 0 | 0 | ||||
Gross profit | 0 | 0 | ||||
OPERATING EXPENSES | ||||||
General and administrative expenses | 0 | (401) | ||||
Salaries and wages | 0 | |||||
Professional fees | 0 | |||||
Depreciation | 0 | |||||
Total Operating Expenses | 0 | (401) | ||||
LOSS FROM OPERATIONS | 0 | 401 | ||||
OTHER INCOME (EXPENSE) | ||||||
Other income | 61,678 | 110,157 | ||||
Interest income | (61,678) | (110,157) | ||||
Total Other Income | 0 | 0 | ||||
Loss before Income Taxes | 0 | 401 | ||||
Income Tax Provision | (401) | |||||
Net loss | 0 | 0 | ||||
Net loss attributable to non-controlling interest | 0 | 0 | ||||
Net Loss attributable to Toga Ltd. | $ 0 | $ 0 | ||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 0 | 0 | ||||
NET LOSS PER COMMON SHARE (in dollars per share) | $ 0 | $ 0 | ||||
Restatement Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 1,710,337 | $ 2,181,381 | ||||
Cost of goods sold | 10,597 | (655,965) | ||||
Gross profit | 1,699,740 | 2,837,346 | ||||
OPERATING EXPENSES | ||||||
General and administrative expenses | 954,842 | 1,815,479 | ||||
Salaries and wages | 0 | |||||
Professional fees | 0 | |||||
Depreciation | 0 | |||||
Total Operating Expenses | 954,842 | 1,815,479 | ||||
LOSS FROM OPERATIONS | 744,898 | 1,021,867 | ||||
OTHER INCOME (EXPENSE) | ||||||
Other income | 0 | 0 | ||||
Interest income | 0 | 0 | ||||
Total Other Income | 0 | 0 | ||||
Loss before Income Taxes | 744,898 | 1,021,867 | ||||
Income Tax Provision | 0 | |||||
Net loss | 744,898 | 1,021,867 | ||||
Net loss attributable to non-controlling interest | 0 | 0 | ||||
Net Loss attributable to Toga Ltd. | $ 744,898 | $ 1,021,867 | ||||
BASIC AND DILUTED NET LOSS PER COMMON SHARE: | ||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 0 | 0 | ||||
NET LOSS PER COMMON SHARE (in dollars per share) | $ 0.01 | $ 0.01 |
RESTATEMENT OF FINANCIAL STAT_5
RESTATEMENT OF FINANCIAL STATEMENTS (Details 2) - 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 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | $ (4,504,129) | $ (3,551,373) | $ (902,311) | $ (335,463) | $ (8,055,502) | $ (1,237,774) |
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | 1,473,124 | |||||
Deferred revenue | 1,319,256 | (20,500) | ||||
Net cash used in operating activities | (2,610,982) | $ (884,656) | ||||
Originally Reported | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | (5,249,027) | (9,077,369) | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | 313,610 | |||||
Deferred revenue | 3,500,637 | |||||
Net cash used in operating activities | (2,534,923) | |||||
Restatement Adjustment | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
Net loss | $ 744,898 | 1,021,867 | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses and other current assets | 1,159,514 | |||||
Deferred revenue | (2,181,381) | |||||
Net cash used in operating activities | $ 0 |
RESTATEMENT OF FINANCIAL STAT_6
RESTATEMENT OF FINANCIAL STATEMENTS (Detail Textuals) | 6 Months Ended |
Jan. 31, 2020USD ($) | |
Accounting Changes and Error Corrections [Abstract] | |
Understatement of revenue | $ 2,181,381 |
Understatement of general and administrative expense | 1,815,479 |
Overstatement of cost of goods sold | 655,965 |
Understatement of prepaid commission | 1,388,485 |
Understatement of deferred revenue | $ 778,312 |