Toga Ltd. (fka TOGL)

[GreenGenie]

My Insurance Policy?

I like this alignment of interests:

Source: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11505537


A change of control of the Registrant occurred on June 13, 2016. On that date, Michael Toh Kok Soon (the "Purchaser"), purchased a total of 277,383 shares of the issued and outstanding common stock of the Registrant (the "Shares"). The Shares were purchased pursuant to the terms of an Agreement for the Purchase of Common Stock dated May 31, 2016, by and between the Purchaser and A. Terry Ray (the "Seller''). The Shares represent approximately 70.55% of the Registrant's issued and outstanding common stock, and as a result, the transaction resulted in a change of control of the Registrant.

As part of the change of control transaction, the holders of 3 convertible promissory notes of the Registrant (the "Notes"), in the aggregate principal amount of $533,925.98, assigned their interest in the notes to the Purchaser. At the option of the holder, the Notes are convertible into shares of common stock of the Registrant at a price of $1 .00 per share.

The amount of consideration for the purchase of the Shares and Notes was U.S. $230,000.00, which was paid in full at closing. The Purchaser used its own capital for acquisition of the Shares.


What I see in this? An insurance policy. There are only 100,000 shares (rounding off) of a true float. Our CEO owna the rest. These may be freely tradeable shares for him. I'm not sure on how the law works in this unique case. But there has been no volume for him to exit. His entire cost is breakeven at $1.00. So, all my purchases are secured by his interests. If he loses, I lose. I'm okay with that. As an investor, I want him to wake up every day to figure out how to make me a 500% return or more. And the only reason for him to do this, and not just invest his money the lazy way like me, is for just that -- a 500% return or more.

The physics here *at this time* are remarkable.

So Michael also bought those convertible notes. According to my understanding, he must convert next month. This was all the debt the company had, so he could just erase it. Or will he convert? Regardless of what he does, it's an alignment of interests.

Terms of notes and source: http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11429766

"On January 7, 2015, the outstanding notes payables of $523,916 were replaced by convertible notes payables in the same amounts. In addition, accrued interest of $74,491 associated with the outstanding notes payable was forgone and forgiven by the note holders. 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 were originally interest free until December 31, 2015, and due on February 1, 2016. In January 2016, due dates for the convertible notes were extended to February 1, 2017. In addition, the convertible notes were amended to remain interest free until December 31, 2016, after which time the notes shall bear interest at 6% per annum."



Will they be extended further, resulting in a 6% yield for him going forward? Or will he exercise? Or will he forgive them for a pristine balance sheet? To me, it doesn't matter. All options are good for him, and all options are in alignment with my interests. He can't recover his investment in any situation without creating a 500% return on this stock, making it very liquid, and keeping downward pressure away until I'm free. I'm the small stowaway that's free, unrestricted, not regulated, and ultimately the most powerful here in terms of market dynamics.

Everything else in this story going forward will just be icing on the cake. It will be a novel. I do not expect anything until the year 2018. Until then, it will be accumulation time.

Voluntary Disclosure: That was me yesterday, buying another 2,000 shares at an offer of .98. Total freely tradeable share count in my posession as of 1/14/17 -- 5,000 unrestricted shares. That's over 1% of the outstanding shares *at this time* and 5% of what I would define as the true float on this company. And the true float for all of 2017 -- Physics magnificientia!

There has been an ongoing few rounds of seed capital, one happening next month. But available only to their "agents" who are also mandatorily invested with an alignement of interests in this case. But by law, their hands will be tied (restricted). And they are private placesments at this time, and that is good in my eyes. They are getting discounted prices from 10 cents to 30 cents per share as I understand it.