Replies to post #13 on Toga Ltd. (fka TOGL)

[Enterprising Investor]

LG Stockholders and Exchange Convertible Note holders will control 95 percent.

[56Chevy]

ARTICLE II

EFFECT OF THE MERGER ON CAPITAL STOCK

2.1. Conversion of Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of the parties or the registered holders of any shares of capital stock of the Company (each a “Company Stockholder,” and collectively, the “Company Stockholders”):

(a) Subject to adjustment at Closing as may be required hereunder, each share of common stock of LG, par value $0.001 per share, (the “LG Common Stock”), assuming that there are no shares of LG Common Stock that are Dissenting Shares, shall be converted into the right to receive approximately 0.1981662 (the “Conversion Rate”) of a fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”). To the extent that there are any Dissenting Shares, the Conversion Rate shall be appropriately adjusted, along with any other adjustments provided for in this Agreement, so that immediately after the Effective Time, the LG Stockholders and the holders of LG Exchange Convertible Notes shall own, in the aggregate, ninety-five percent (95%) of the issued and outstanding shares of the Company Common Stock, on a fully diluted basis, without giving effect to the shares of Company Common Stock underlying the Regent Convertible Notes. The number of shares of Company Common Stock issued to each stockholder of LG (each an “LG Stockholder” and collectively the “LG Stockholders”) in accordance with this Section 2.1(a) shall hereafter be referred to as the “Merger Shares”. At the Effective Time, all shares of LG Common Stock, other than any shares of LG Common Stock that are Dissenting Shares, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each LG Stockholder shall cease to have any rights with respect thereto, except the right to receive the Merger Shares.

3.21. Absence of Liabilities. As of September 30, 2011, the date of LG’s most recent consolidated balance sheet, except as set forth on such consolidated balance sheet or on Schedule 3.21, neither LG nor any of its Subsidiaries has any debts, liabilities or obligations of any kind, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

[Enterprising Investor]

Latitude Global, Inc. Announces Merger Agreement With Public Company (11/30/11)

JACKSONVILLE, FL--(Marketwire - Nov 30, 2011) - Latitude Global, Inc., ("LGI" or "Latitude Global"), a privately-held entertainment company in Jacksonville, FL signed a definitive agreement on November 10, 2011 to merge with a publicly traded company, Blink Couture, Inc. (PINKSHEETS: BLKU). LGI is a full service entertainment corporation founded in 2009.

LGI offers the latest in cutting-edge entertainment venues that include state-of-the-art video games, luxury bowling lanes, movie screening rooms with food service, a Vegas-style showroom, a high-tech sports bar and a variety of Nuevo-American casual dining areas. On the heels of public offerings of companies offering similar, one or two dimensional venues, LGI continues to develop superior, next-generation family entertainment centers, where studies show that many markets are under-served for revolutionary establishments of this type. Recent research suggests that there are as many as 60 cities in the United States alone that could support a family entertainment "Latitude-type" facility. Latitude Global plans to open ten additional venues within five years and is well positioned to take advantage of the distressed commercial real estate market. LGI has had the ability to acquire its first three locations at prices that are significantly below replacement cost (land + site development + shell) while existing competitors have higher legacy real estate costs (whether leased or owned) that reflect much higher market valuations. LGI believes it is poised to capitalize on a 'once-in-a-generation' real estate opportunity and deliver multi-dimensional entertainment destinations in desirable "A" locations that provide an upscale menu, multiple entertainment options including live shows in ultra-modern facilities.

President of Latitude Global Gregory Garson said, "We are extremely pleased with the proposed merger with Blink Couture as it affords us the significant opportunity to move forward with our plans for national expansion beyond our second and third locations in Indianapolis, IN and Pittsburgh, PA. Our goal is to expand to 10 locations over the next 3-4 years and this merger with Blink Couture and partnering with Regent is designed specifically to help us achieve these goals."

The agreement with Blink Couture was reached through negotiations with the company and Regent Private Capital, the majority shareholder of Blink Couture. The Managing Director of Regent Private Capital is Lawrence D. Field. Mr. Field commented, "We are excited to be associated with the next generation of family entertainment centers and look forward to our future relationship."

Brent Brown, Latitude Global CEO, concluded, "Our anticipated merger with Blink Couture is consistent with our growth plan. It falls in line with our plan to expand nationally and we believe will assist our company in its access to capital, national visibility and provide liquidity to our investors."

Upon closing of the anticipated merger, the current stockholders of the Blink Couture will retain ownership of 5% of the issued and outstanding shares of the company's common stock and the LGI stockholders, collectively, will acquire 95% of the issued and outstanding shares of the company's common stock, on a fully-diluted basis. Additionally, in connection with the merger, the majority of the outstanding convertible notes of Latitude Global will be converted at closing into shares of Blink Couture common stock at conversion prices dependent on certain factors as established in the merger agreement.

The closing of the merger is subject to certain deliverables by LGI as well as other customary conditions. Following the merger, LGI will seek to change the company's name and will announce the new ticker symbol as soon as practicable. In addition, LGI has agreed to use its best efforts after the closing of the merger, subject to the approval of the Board of Directors and its stockholders, to affect a forward split of the issued and outstanding shares of the company's common stock, in the range of a 4:1 to 6:1 forward split. Should a forward spilt be effected, certain convertible notes held by Regent will be exchanged for common stock in the range of $1.20 to approximately $9.00 per share. No assurances can be given, however, that a forward split will be affected in that range or at all. For complete details regarding the Agreement and Plan of Merger please read the 8-K filed on November 14, 2011 at http://sec.gov/Archives/edgar/data/1378125/000114420411063809/v240320_8k.htm.

For more information on Latitude Global, please visit www.Latitude-Global.com.

About Latitude Global, Inc.

LGI is a privately-held, independent, full-service entertainment company founded in 2009 to plan, acquire, develop, construct and operate state-of-the-art, 40,000 to 100,000 square foot premier entertainment venues. LGI and its future locations, fuse the magic of an exceptional food & beverage experience with multiple entertainment options in an upscale and contemporary designed venue. Latitude 30 (www.Latitude-30.com), the flagship location opened in January 2011, with Latitude 39 in Indianapolis, IA slated to open in early 2012 and Latitude 40 in Pittsburgh, PA later in the year. To watch a 2 minute LGI video overview, please visit

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About Regent Private Capital

Regent Private Capital LLC ("Regent") is a private family investment fund co-founded by Charles Stephenson and Lawrence Field in 1989. The fund operates from a capital base solely provided by the Stephenson-Field family, allowing flexibility and latitude in developing investment strategies for long-term capital appreciation. The principals of Regent partner with management teams that share the common goal of building value in well-operated businesses that are scalable to the next levels of their life cycle. Regent considers opportunities where it can bring a complementary set of resources such as our capital, deal making and capital raising expertise, investment experience and suite of relationships to augment management's operational expertise and ability to execute. Regent invests in businesses where they believe they can make a difference, serving a mandate to fulfill the visions of entrepreneurs while creating value for all stakeholders involved.

Contact Information

Media Contact:

Philip A. Alia
Director of Marketing
Latitude Global, Inc.
904-705-5574

http://www.marketwire.com/press-release/latitude-global-inc-announces-merger-agreement-with-public-company-blink-couture-blku-pinksheets-blku-1593004.htm