W. Scott Lawler

Corporate/Securities Attorney

WSL@BoothUdall.com

August 7, 2019                 

Mr. Gregory Dundas

Attorney-Adviser

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:	Toga Ltd. (the “Company”)
	Amendment No. 1 to Registration Statement on Form S-1 Filed August 2, 2019 File No. 333-232607

  

Dear Mr. Dundas:

The Company is in receipt of your comment letter dated August 6, 2019, regarding the Company’s filings referenced above.

Below are the comments from your comment letter each followed by the Company’s response thereto.

Form S-1/A filed August 2, 2019

Auditor’s Opinion, page F-1

Comment:

1. We are unable to confirm that your auditor for the year ended July 31, 2019, Pinnacle Accountancy Group of Utah, is registered with the Public Company Accounting Oversight Board. Please advise.

Response:

Pinnacle Accountancy Group of Utah is another name used by Heaton & Company PLLC in issuing audit reports. Heaton & Company PLLC is PCAOB registered. Please see Heaton & Company’s Firm Summary on the PCAOB website by visiting the following page: http://rasr.pcaobus.org/Firms/FirmSummaryPublic.aspx?FirmID=2EF145A65E4CE89C3714095B3BA79BB3.

Gregory Dundas, Securities and Exchange Commission  Toga Ltd. Page 2 of 2

Moreover, Heaton & Company’s Annual Report (Form 2) for the Reporting Year 2019 (a copy of which is included with this letter) also states that Pinnacle Accountancy Group of Utah is another name it uses to issue audit reports.

Therefore, based on this information, we are of the opinion that the Company does not need to file an amendment to its Form S-1.

Sincerely,

/s/ W. Scott Lawler

W. Scott Lawler, Esq.