Toga Ltd. (fka TOGL)

[Enterprising Investor]

Ray purchased 277,383 shares for $50,000 or about $.18 per share.

Debt was exchanged for convertible notes that can be converted into stock at $1.00 per share.

Subsequent Events

From May 2014 through December 2014, advances of $5,164 were made by related parties to the Company to pay operating expenses during that period, increasing the notes payable to related parties to $523,916.

On December 10, 2014, Alice Terry Ray purchased 277,383 shares of the Company’s common stock from Cynthia Field and Charles Stephenson via a private transaction for $50,000. The transaction represented 70.6% of the Company’s outstanding shares, resulting in a change in control of the Company’s common stock.

On December 24, 2014, as a result of three separate Assignment and Assumption agreements, the Company’s notes payable to related parties in the amount of $523,916 and accrued interest of $73,886 were sold by the related parties to three non-related parties for nominal consideration.

On January 3, 2015, A. Terry Ray was appointed Director of the Corporation, Lawrence D. Field resigned as President of the Corporation, and A. Terry Ray was appointed Director of the Corporation.

In January 2015, accrued interest of $74,491 associated with outstanding notes payable of $523,916 was forgone and forgiven by the note holders. In addition, the outstanding notes payables of $523,916 were replaced by convertible notes payables in the same amounts. The notes are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share at the note holders’ sole and exclusive option. The convertible notes are interest free until December 31, 2015, after which time the notes shall bear interest at 6% per annum. The convertible notes are due February 1, 2016.

From February 2015 through October 2015, advances of $8,500 were made by related parties to the Company to pay operating expenses during that period. The advances were made to the Company pursuant to convertible note payables. The notes are convertible into shares of the Company’s common stock at a conversion price of $1.00 per share at the note holders’ sole and exclusive option. The convertible notes are interest free until December 31, 2015, after which time the notes shall bear interest at 6% per annum. The convertible notes are due December 31, 2016.