togl_10qa.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

AMENDMENT NO. 1

 

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended April 30, 2018

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

 

For the transition period from ____________ to ______________

 

Commission file number: 333-138951

 

Toga Limited

(Exact name of registrant as specified in its charter)

 

Nevada

 

98-0568153

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

3960 Howard Hughes Pkwy, Suite 500

Las Vegas, Nevada 89169

(Address of principal executive offices)

 

(702) 990-3578

(Registrant's telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

¨ 

Non-accelerated filer

¨

Smaller reporting company

x

 

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.

Yes ¨ No x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes ¨ No x

 

The number of shares of the issuer’s common stock outstanding as of July 17, 2018 was 2,669,602,227 shares, par value $0.001.

 

 
 
 
 

 

EXPLANATORY NOTE

 

Toga Limited (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment No. 1”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2018 (the “Original Form 10-Q”). This Amendment No. 1 is being filed solely for the purpose of correcting the checked box to “No” in the penultimate paragraph of the Cover Page. The Company is NOT a shell company and was NOT a shell company at the time the Original Form 10-Q was filed.

 

This Amendment No. 1 contains only the Cover Page to this Form 10-Q/A, this Explanatory Note and Signature Page, as corrected. No other changes have been made to the Original Form 10-Q and, this Amendment No. 1 does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-Q.

 

 
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SIGNATURES

 

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

 

 

TOGA LIMITED

 

 

 

 

DATED: September 20, 2018

By: 

/s/ Toh Kok Soon

 

 

 

Toh Kok Soon

 

 

 

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

 

 

 

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