Toga Ltd. (fka TOGL)

[Enterprising Investor]

Proposed Acquisition of Operating Business (Update from 10-Q)

On November 10, 2011, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which we intend to acquire Latitude Global, Inc. (“Latitude Global”), a company which, through its subsidiaries, currently operates a combined restaurant and entertainment facility in Jacksonville, Florida. For the purpose of entering into the Merger Agreement with Latitude Global, on November 4, 2011, we formed the Subsidiary, which is a party to the Merger Agreement. We filed a Current Report on Form 8-K (the “November Form 8-K”) with the SEC on November 14, 2011, which reports the material provisions of the Merger Agreement and also includes a copy of the Merger Agreement, which was filed as Exhibit 10.17 to the November Form 8-K. All information contained in the November Form 8-K is incorporated herein by reference.

Under the terms of the Merger Agreement, either the Company or Latitude Global was permitted to terminate the Merger Agreement, if the acquisition of Latitude Global had not been completed on or before December 31, 2011, subject to certain restrictions prohibiting a party to terminate the Merger Agreement if such party is responsible for the delay in the closing of the transaction. On December 27, 2011, the parties entered into an Extension Agreement extending the date, after which either the Company or Latitude Global could terminate the Merger Agreement, until February 28, 2012. We filed a Current Report on Form 8-K (the “December Form 8-K”) with the SEC on December 27, 2011, which reports the material provisions of the Extension Agreement and also includes a copy of the Extension Agreement, which was filed as Exhibit 10.19 to the December Form 8-K. All information contained in the December Form 8-K is incorporated herein by reference.

On February 28, 2012, the parties entered into a Second Extension Agreement further amending the Merger Agreement extending the date, after which either the Company or Latitude Global could terminate the Merger Agreement, until March 30, 2012. We filed a Current Report on Form 8-K (the “February Form 8-K”) with the SEC on February 29, 2012, which reports the material provisions of the Second Extension Agreement and also includes a copy of the Second Extension Agreement, which was filed as Exhibit 10.20 to the February Form 8-K. All information contained in the February Form 8-K is incorporated herein by reference.


We have not entered into any additional extensions or amendments to the Merger Agreement, since entering into the Second Extension Agreement with Latitude Global on February 28, 2012. As a result, either the Company or Latitude Global currently may unilaterally terminate the Merger Agreement, at any time, subject to certain restrictions in the Merger Agreement which prohibit a party from unilaterally terminating the Merger Agreement if such party is responsible for the delay which prevented the closing of the merger on or before March 30, 2012.

http://sec.gov/Archives/edgar/data/1378125/000135448812003209/blku_10q.htm