8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

(AMENDMENT NO. )

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 5, 2021

Date of Report (Date of earliest event reported)

Toga Limited

(Exact name of registrant as specified in its charter)

Nevada	001-39052	98-0568153
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

515 S. Flower Street 18th Floor Los Angeles, CA	90071
(Address of principal executive offices)	(Zip Code)

(949) 333-1603

(Registrant’s telephone number)

______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Trading Symbol(s)	Name of each Exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 5, 2021, Toga Limited, a Nevada corporation issued a press release announcing its unaudited 2019 and unaudited 2020 financial results. The 2019 financials results were filed on February 5, 2021 after the SEC filing deadline and will post on February 8, 2021 at 6:00 a.m. EST. The press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1  Press release issued by Toga Limited on February 5, 2021.

2

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	TOGA LIMITED
DATED: February 5, 2021	By:	/s/ Alexander D. Henderson
		Alexander D. Henderson
		Chief Financial Officer (Principal Financial and Accounting Officer)

3

EX-99.1

EXHIBIT 99.1

Toga Limited Reports2019 and 2020 Unaudited Year End Financial Results

Los Angeles – February 5, 2021 – Toga Limited, a Nevada corporation (OTC: TOGL) today announces its un-audited financial results for fiscal years ended July 31, 2020 and 2019.

Year-End 2020 and 2019 Unaudited Financial Highlights

The company is posting its Unaudited financial results as of and for the year ended July 31, 2020 along with its unaudited, as restated financial results as of and for the year ended July 31, 2019.

Results of Operations

Fiscal Year Ended July 31, 2020 (Unaudited) Compared to Fiscal Year Ended July 31, 2019 (Unaudited) (As restated)

	Year ended
	July 31,
	2020 (Unaudited)			2019 (Unaudited) (As restated)			Change		%
Revenue	$	16,488,953		$	5,888,234		$	10,600,719		180.0	%
Cost of Goods Sold		10,347,848			1,729,748			8,618,100		498.2	%
Gross Profit (Loss)	$	6,141,105		$	4,158,486		$	1,982,619		47.7	%
Gross Margin		37.24	%		70.62	%

Gross Margin by product for the year ended July 31, 2020(Unaudited)

	Product Sales			Advertising			Royalty Fee			Yippi			TogaGo			Total
Revenue	$	7,945,893		$	801,034		$	400,000		$	6,353,451		$	988,575		$	16,488,953
Cost of Goods Sold		3,901,950			-			-			5,531,377			914,521			10,347,848
Gross Profit (Loss)	$	4,043,943		$	801,034		$	400,000		$	822,074		$	74,054		$	6,141,105
Gross Margin		50.89	%		100.00	%		100.00	%		12.94	%		7.49	%		37.24	%

Gross Margin by product for the year ended July 31, 2019 (Unaudited)(as restated)

																			Software Maintenance
	Product						Royalty			Management									&
	Sales			Advertising			Fee			Fee			Yippi			TogaGo			Subscription			Total
Revenue	$	4,273,252		$	190,400		$	240,000		$	1,072,630		$	-		$	-		$	111,952		$	5,888,234
Cost of Goods Sold		379,237			-			-			-			1,337,477			13,034			-			1,729,748
Gross Profit (Loss)	$	3,894,015		$	190,400		$	240,000		$	1,072,630		$	(1,337,477	)	$	(13,034	)	$	111,952		$	4,158,486
Gross Margin		91.13	%		100.00	%		100.00	%		100.00	%		-			-			100.00	%		70.62	%

Revenue increased by approximately $10.6 million in the year ended July 31, 2020, compared to the prior year period, driven by a $6.4 million increase in Yippi in-app purchases, a $989,000 increase in TogaGo platform sales, and a $3.7 million increase in direct marketing network revenue.

Gross profit also increased by approximately $2.0 million in the year ended July 31, 2020, compared to the prior year period, due to the new business lines. We invested significantly in staff and infrastructure, which was in the early implementation stage, but management expects reductions in our general and administrative expenses as a percentage of revenue going forward.

	Year ended
	July 31,
	2020 (Unaudited)			2019 (Unaudited) (As restated)			Change			%
Operating expenses:
General and administrative expenses	$	6,748,888			3,183,220			3,565,668			112.0	%
Salaries and wages		6,515,159			13,074,717			(6,559,558	)	(50.2		)%
Professional fees		2,457,035			1,110,236			1,346,799			121.3	%
Depreciation		278,247			93,426			184,821			197.8	%
Total operating expenses		15,999,329			17,461,599			(1,462,270	)	(8.4		)%
Loss from Operations		(9,858,224	)		(13,303,113	)		3,444,889		(25.9		)%
Other Income (Expense)		560,044			3,246,419			(2,686,375	)	(82.7		)%
Net Loss	$	(9,868,611	)		(10,212,214	)		343,603		(3.4		)%

Net loss decreased by approximately $344,000, or 3.4%, in the year ended July 31, 2020, compared to the prior year period, due to an increase in gross profit offset by a decrease in other income of $2.7 million and a decrease in loss from operations primarily attributed to the decreases in salary and wages, including stock-based compensation, offset by an increase in general and administrative expenses of approximately $3.6 million.

Liquidity and Capital Resources

	July 31,		July 31,
	2020 (Unaudited)		2019 (Unaudited) (As restated)		Change			%
Cash and cash equivalents	$	9,374,314	$	14,916,556	$	(5,542,242	)	(37.2		%)
Total Assets	$	18,026,404	$	23,554,425	$	(5,528,021	)	(23.5		%)
Total Liabilities	$	10,269,467	$	9,049,782	$	1,219,685			13.5	%
Working Capital	$	3,270,210	$	10,080,247	$	(6,810,037	)	(67.6		%)

As of July 31, 2020, our total assets were $18.0 million, and our total liabilities were $10.0 million. Liabilities were comprised primarily of current liabilities of $10.3 million, of which included accounts payable and accrued liabilities of $3.5 million and deferred revenue of $6.6 million.

Our stockholders’ equity decreased from $14.7 million as of July 31, 2019 to $7.8 million as of July 31, 2020.

We had $9.4 million in cash as of July 31, 2020, and we had assets to meet ongoing expenses or debts that may accumulate. Accumulated deficit was $34.5 million as of July 31, 2020, compared to accumulated deficit of approximately $24.6 million as of July 31, 2019.

Our working capital decreased by $6.8 million to $3.3 million at July 31, 2020, as compared to $10.1 million at July 31, 2019, due primarily to the decrease in our current assets, consisting of a decrease in cash and cash equivalents of $5.5 million and prepaid expense and other current assets of $2.8 million, and the increase in our current liabilities, consisting of an increase in and deferred revenue of $1.8 million.

Cash Flow

	Year ended
	July 31,						Change
	2020 (Unaudited)			2019 (Unaudited) (As restated)			Amount			%
Cash Flows provided by (used in) operating activities	$	(5,345,401	)	$	2,729,719		$	(8,075,120	)	(295.8		%)
Cash Flows (used in) investing activities		(351,600	)		(372,077	)		20,477		(5.5		%)
Cash Flows provided by (used in) financing activities		(36,616	)		11,371,008			(11,407,624	)	(100.3		%)
Effects on changes in foreign exchange rate		191,375			123,234			68,141			55.3	%
Net change in cash and cash equivalents during period	$	(5,542,242	)	$	1,064,572		$	(6,606,814	)	(620.6		%)

Cash Flow from Operating Activities

As of July 31, 2020, we had not generated positive cash flow from operating activities. For the year ended July 31, 2020, net cash flows used in operating activities was $5.3 million compared to $2.7 provided by operating activities during the year ended July 31, 2019. Cash flows provided by operating activities for the year ended July 31, 2020 was comprised of a net loss of $9.9 million, which was offset by non-cash expenses of $4.2 million, of which $3.5 million for loss on for stock-based compensation, and a net change in working capital of $2.8 million. Cash flows provided by operating activities for the year ended July 31, 2019 was comprised of a net loss of $10.2 million, which was increased by non-cash income of $3.2 million for gain on sale of digital currency, and was offset by non-cash expenses of $93,000 for depreciation, $11.1 million for stock-based compensation, and a net change in working capital of $5.0 million.

Cash Flows from Investing Activities

During the year ended July 31, 2020, we used $351,000 for the purchase of property and equipment. During the year ended July 31, 2019, we used $372,000 in investing activities for the purchase of property and equipment.

Cash Flows from Financing Activities

We have financed our operations primarily from either advances and loans from related and third parties or the issuance of equity instruments. For the year ended July 31, 2020, net cash used in financing activities was $37,000, consisting of proceeds from subscription receivable and proceeds from related parties of $224,000, offset by repayment to related parties of $107,000 and redemption of stock options of $157,000. For the year ended July 31, 2019, net cash provided by financing activities was $11.4 million, consisting of proceeds from the sale of shares of our Common Stock of $2.1 million, and proceeds from sales of digital currency of $9.5 million, offset by repayment to related parties of $185,000.