Toga Limited Review: Failed binary options scam now TC Ponzi points
Toga Limited provides a US corporate address on their website in the state of Nevada.
Further research reveals this address actually belongs to Regus, a virtual office service provider.
Despite being incorporated in Nevada, Toga Limited appears to only exist in the US as a shell company.
That said Toga Limited is registered with the SEC as “Toga Ltd”, so the company does have some roots state side – even if only on paper.
Toga Limited identify Michael Toh Kok Soon as founder and President of the company.
As per Soon’s Toga Limited corporate bio;
Michael Toh has years’ experiences in business and market development.
He has founded Gen Five Global, a telecommunication company that has been authorized to be Celcom merchants which has 14 branches throughout Malaysia.
As far as I can tell, Soon doesn’t have an MLM history.
In Toga Limited’s last 10-K annual report, filed all the way back in July 31st, 2017, the company provides a corporate address in Kuala Lumpur, Malaysia.
In a recent 8-K filing on December 10th, 2018, Toga Limited advised the SEC;
On November 29, 2018, Toga Limited, a Nevada corporation (the “Company”) entered into a Subscription Agreement (the “Subscription Agreement”) whereby the Company will issue 4,704,763 shares of its common stock at $0.85 per share in exchange for ownership of approximately 30,075 square feet of space in an office building known as the Empire Damansara, located in the township of Damansara Perdana, which is part of the Golden Triangle of Petaling Jaya, adjacent to Kuala Lumpur in Malaysia.
Toga Limited appears to be a Malaysian company, run by Malaysians from within Malaysia itself.
The Company incorporated a wholly-owned subsidiary, TOGL Technologies SDN. BHD. in Malaysia on September 26, 2017.
The US shell company was set up in 2016, via purchase of a failed online clothing retailer.
On June 30, 2016, Blink Couture, Inc. entered into a merger agreement with its wholly owned subsidiary, Toga Limited (the “Company”), a Delaware corporation with no material operations.
Blink Couture, Inc. was originally incorporated as Fashionfreakz International Inc. on October 23, 2003, under the laws of the State of Delaware.
On December 2, 2005, Fashionfreakz International Inc. changed its name to Blink Couture Inc.
Until March 4, 2008, the Company’s principal business was the online retail marketing of trendy clothing and accessories produced by independent designers.
On March 4, 2008, the Company discontinued its prior business and changed its business plan.
The Company’s business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction.
Read on for a full review of the Toga Limited MLM opportunity.
Toga Limited Products
Toga Limited has no retailable products or services, with affiliates only able to market Toga Limited affiliate membership itself.
Toga Limited affiliate membership provides access to a series of clone platforms of existing services.
In their own marketing material, Toga Limited openly compares their “me too” platforms to Facebook, WhatsApp and WeChat.
We are entering a new era of BIG DATA.
Social media platform like Facebook, WhatsApp and WeChat; We have developed Yippi, Togago, Games, sticker shop, Eostre Wave, Languages and others.
None of Toga Limited’s “me too” services have anything to do with their MLM business opportunity.
The Toga Limited Compensation Plan
Toga Limited affiliates invest in TogaChat points (TCs):
- Bronze – invest $100 and receive 200 TC
- Silver – invest $300 and receive 750 TC
- Gold – invest $1000 and receive 3000 TC
- Platinum – invest $3000 and receive 10,500 TC
- Titanium – invest $10,000 and receive 40,000 TC
- Palladium – invest $30,000 and receive 135,000 TC
- Rose Gold – invest $100,000 and receive 500,000 TC
TC points have no value outside of Toga Limited.
Affiliates can cash out their TC points through “Toga Exchange”, an internal exchange run by Toga Limited.
Toga Limited do not disclose the current TC value on the company or Toga Exchange websites.
With respect to their compensation plan, Toga Limited pays its affiliates to recruit new investors.
Toga Limited Affiliate Ranks
There are five affiliate ranks within the Toga Limited compensation plan.
Along with their respective qualification criteria they are as follows:
- Sapphire – earn at least $500 in monthly residual commissions
- Ruby – earn at least $1500 in monthly residual commissions
- Emerald – earn at least $5000 in monthly residual commissions
- Diamond – earn at least $25,000 in monthly residual commissions
- Crown – earn at least $50,000 in monthly residual commissions
Recruitment Commissions
Toga Limited affiliates are paid a 50% commission on funds invested by personally recruited affiliates.
Note that recruitment commissions are paid in TC points.
Residual Commissions
Toga Limited pays residual commissions via a binary compensation structure.
A binary compensation structure places an affiliate at the top of a binary team, split into two sides (left and right):
The first level of the binary team houses two positions. The second level of the binary team is generated by splitting these first two positions into another two positions each (4 positions).
Subsequent levels of the binary team are generated as required, with each new level housing twice as many positions as the previous level.
Positions in the binary team are filled via direct and indirect recruitment of affiliates. Note there is no limit to how deep a binary team can grow.
At the end of each day Toga Limited tallies up new investment volume on both sides of the binary team.
Residual commissions are paid out as a percentage of funds matched on both sides.
How much of a percentage a Toga Limited affiliate earns in residual commissions is determined by how much they’ve invested.
- Bronze affiliates earn a 4% residual commission rate, capped at $100 a day
- Silver affiliates earn a 5% residual commission rate, capped at $300 a day
- Gold affiliates earn a 6% residual commission rate, capped at $1000 a day
- Platinum affiliates earn a 7% residual commission rate, capped at $3000 a day
- Titanium affiliates earn an 8% residual commission rate, capped at $10,000 a day
- Palladium affiliates earn a 9% residual commission rate, capped at $11,000 a day
- Rose Gold affiliates earn a 10% residual commission rate, capped at $12,000 a day
Toga Limited pays 75% of earned residual commissions out in TC points. The remaining 25% is paid in app currency.
Leadership Bonus
Sapphire and higher ranked Toga Limited affiliates qualify for the Leadership Bonus.
- Sapphires qualify for a 1% Leadership Bonus
- Rubies qualify for a 2% Leadership Bonus
- Emeralds qualify for a 3% Leadership Bonus
- Diamonds qualify for a 4% Leadership Bonus
- Crowns qualify for a 5% Leadership Bonus
The specifics of the Leadership Bonus aren’t clarified the Toga Limited compensation plan referenced for this review.
I’d assume though that the Leadership Bonus percentage is in some way tied to downline investment volume.
Joining Toga Limited
Toga Limited affiliate membership is tied to a $100 to $100,000 investment.
- Bronze – $100
- Silver – $300
- Gold – $1000
- Platinum – $3000
- Titanium – $10,000
- Palladium – $30,000
- Rose Gold – $100,000
Conclusion
Toga Limited’s business model sees real money invested but only worthless TC points come out the other end.
Prior to relaunching itself, Toga Limited was operating as a binary options investment scheme:
In the wake of Toga Limited’s current business model, “Toga Options” as it was known has been abandoned.
Since launching its new TC points investment opportunity, Toga Limited has failed to file annual reports with the SEC.
Toga Limited’s last annual 10-K report was filed back in November 2017. The last quarterly report was filed in July 2018.
According to the quarterly report, Toga Limited lost $3.2 million dollars during the nine months prior to April 2018.
The Company, has not generated minimal revenues, has incurred net losses, and has accumulated deficit.
These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
There is no mention of the TC points investment scheme in the filing.
On October 30th 2018 Toga Limited informed the SEC it would not be able to file its 2017-2018 annual 10-K report on time.
The Form 10-K for the fiscal period ended July 31, 2018, will not be submitted by the deadline due to a situation where the workload exceeds available personnel.
The Registrant was unable to complete analysis of all financial and non-financial information needed to be included in the report.
This was followed up by an 8-K filing on December 10th, 2018, in which Toga Limited advised the SEC it had dismissed its independent accounting auditor.
Since June 22, 2017, MaloneBailey, LLP (“MB”) has been the independent registered public accounting firm of Toga Limited (the “Company”).
On December 10, 2018, the Board of Directors of Toga Limited (the “Company”), approved the dismissal of MB as the Company’s independent registered public accounting firm.
On December 10, 2018, the Company engaged Pinnacle Accountancy Group with offices located in Farmington, Utah (“Pinnacle”), as the Company’s independent accountant to audit the Company’s consolidated financial statements and to perform reviews of interim financial statements.
I’m going to go out on a limb here and suggest it’s not a coincidence that Toga Limited’s new business model coincides with delayed SEC filings.
Put simply, Toga Limited’s current MLM business opportunity a passive investment opportunity with pyramid recruitment.
In Asia Toga Limited’s US shell incorporation features heavily in their marketing material:
This brings with it certain requirements, such as disclosing to the SEC that the company is operating a passive investment opportunity.
As I understand it the ruse behind Toga Limited’s returns is the sale of “big data” to undisclosed parties.
The data is supposedly harvested from Toga Limited’s various “me too” apps.
All of this should have been disclosed in SEC filings by now, but as of yet hasn’t been.
Instead the one party that could verify Toga Limited is doing what they say they are, has been dismissed.
What Pinnacle Accountancy Group come up with remains to be seen.
In the meantime Toga Limited’s current MLM opportunity is clearly an unregistered security.
The game-plan seems to sucker Asian investors out of their money, by wooing them with Toga Limited’s US shell incorporation.
The Company’s current business activity does not at this time provide positive cash flow, although the Company has commenced generating revenue for the first time during the most recent quarter.
During the next twelve months, we anticipate incurring costs related to:
i. Marketing the Yippi app to users located throughout Asia;
By avoiding marketing Toga Limited within the US, the company likely hopes to avoid regulatory scrutiny.
Fortunately that’s not how securities regulation works.
The question that immediately presents itself is whether the SEC will be able to pursue the matter beyond an administrative level.
Malaysian authorities aren’t known for taking swift action against MLM companies committing securities fraud.
Toga Capital (as it was known in Malaysia), was added to the Bank of Malaysia’s list of companies that are not authorized to do business in August 2017.
Nothing further seems to have come of the listing, other than Toga Capital’s Malaysian website disappearing (now it’s Toga Limited).
Back in the US Toga Limited appears to already be on the SEC’s radar. Whether anything more comes of that however remains to be seen.
The alternative to further SEC action is Toga Limited collapses when new investment dries up.
As previously stated, TC points are worthless outside of the company. Whatever value Toga Limited assigns TC points in their internal exchange is made-up.
Affiliates will be able to cash out TC points via the internal exchange for as long as there’s new money to pay out (either held by Toga Limited or directly from new affiliates).
The Ponzi points exit-scam will probably see Toga Limited tout an altcoin ICO at some point.
TogaCoin is out, because someone already beat them to the punch.
Whatever it’s called, Toga Limited will eventually get it listed on some dodgy cryptocurrency exchange.
Toga Limited management then do a runner with what’s left, leaving affiliate investors scrambling to scam each other through “race to the bottom” trading.
Regardless of whether Toga Limited is shut down or organically collapses, Ponzi math guarantees that the majority of investors will lose money.
Update 9th June 2021 – Following a regulatory ban from the Philippines, Toga Limited continued their Ponzi scheme through Eostre Berhad.
This prompted the Philippine SEC to issue a second warning and regulatory ban against the company.
Update 28th September 2023 – Toga Limited’s sham SEC registration was revoked on September 27th, 2023.
Dear Sir,
I just saw this site, is it true all the details that mention above.
How do you get all this info from? Please tell me its not true. Kindly explain to me in further more.
Info is from the Toga Limited comp plan and publicly available information.
Not much more to explain. Toga Limited is a Ponzi scheme and if you invest you’re more than likely to lose money.
Trying to conflate OTC market with NASDAQ and NYSE is rather idiotic. But then, it’s a common tactic used to scam Asians. Why, Phil Ming Xu did that with his old Vantone scam more than 10 years ago.
Thank you for the information Oz. I’ll be showing this article to many of my friends overseas and I hope they won’t stay “invested” in this…
You may have saved hundreds of acquaintances my friends have as well. They were being very aggressive about this company as of late… I just hope they aren’t too far gone.
It’s a fake news if a company is a scam the OTC MARKET will not allow that kind of company in list ..and besides the investment are secured when you are already in OTC going NASDAQ .
Regulation is reactionary, so you’re full of shit.
Oh really, secured by who?
Sounds like Toga Limited’s bullshit US connections worked as intended on you. Next you’ll be telling us “registering with the SEC = SEC approval”.
Better read more about Toga don’t just based in this kind of nonsense article.
Yeah, it’s a bit different when someone doesn’t take your nasdaq bullshit claims at face value hey?
And read what? All the facts are laid out here for anyone to research.
Feel free to present any information that contradicts Toga is a failed Ponzi scheme. Otherwise you’re just blowing hot air and will be ignored.
This is a nonsense article, if Toga is scam, why they have stock certificate from OTC?
This is a nonsense article, i think this is article is coming from other related business that they know Yippi is going to fly now.
This review is nonsense, they told Toga is registered as TOGA LTD in sec not TOGA LIMITED? After i read all this i search the SEC. filling of TOGA, i see it TOGA LIMITED the name mention of the company!
This review is not legit, their base only in some information they know!
Another one, why Toga have stocks certificate issue to all investor in OTC ? If TOGA LIMITED is scam they cannot issue of stocks certificate coming from OTC markets!
Because whether Toga Limited has a shell company in the US they issue OTC shares through has no bearing on them being a scam.
OTC listing != stamp of legitimacy.
Toga Limited doesn’t operate in the US. All they have is a shell company that the OTC listing was made through, purely for marketing purposes.
You coming on here and crowing about how a shell company OTC listing makes Toga Limited legit is proof enough that it’s working as intended.
Meanwhile Toga Limited focuses on its actual market, Asia. Dumbasses who believe OTC = legitimacy are exactly the kind of investor these scams need to work.
The real tragedy is your own country’s regulators, who don’t do anywhere near enough to shut Ponzi schemes like Toga down.
Oh dear. The perils of stumping for scams when English isn’t your first language.
I have form from US SEC. TOGA LIMITED is the name of company issue on January 8, 2019 Please Check this!
(Ozedit: snip, see below)
That’s all very well but filing documents with the SEC != SEC approval.
The SEC doesn’t provide businesses with regulatory approval. They are a regulatory agency, they regulate.
The fact of the matter is some dodgy shell company attached to a small-time Malaysian Ponzi scheme with no ties to the US isn’t going to be high on their priority list.
What do YOU think registration with the SEC actually means ?
So, you (unnecessarily) posted a form – so what ?
They are registered with the SEC.
They are NOT registered to run a ponzi or pyramid scheme.
You really have no idea, do you ?
Domestic stock corporations intended to be traded are REQUIRED to file quarterly reports with the SEC. Toga had missed reports for YEARS. If it suddenly decided to catch up with all the REQUIRED reporting after YEARS of neglect (3-4 years’ worth) good. Doesn’t prove they’re actually running a legit business, of course.
Hi,
I did see there was SEC filing of Audited Annual report of Toga limited Year ended 31 Jul 2018 (Form 10-K) filling date: 19/3/2019
otcmarkets.com/filing/html?id=13309090&guid=eA7yUqe4gPYIRMh
And there are some latest quarterly reports (Form-10-Q).
Please click this OTC market website for the latest info.
otcmarkets.com/stock/TOGL/disclosure
The “STOP” and “Yield” sign had been removed and currently is Under Pink sign.
It’s all BS though. There’s nothing about TC Ponzi points in their filings.
They have no business operations in the US, so they file the minimum they need to.
The only reason Toga Limited keeps up appearances is to con gullible Asian investors with “look we are registered in the US!”
Hi,
nasdaq.com/symbol/togl -> this belongs to Toga? What is the difference for this with its Yippi?
It belongs to Toga Limited so far as they have set up a shell company in the US they do no actual business through.
The US listing exists solely to trick gullible investors in Asia into believing Toga Limited has regulatory approval (it doesn’t).
Yippi is just another component of the Ponzi scheme.
Hey Oz,
Toga LImited develop and set up Yippi ,Toga GO app and the company stated that it is doing big data. Does this consider actual business of the company?
I’m curious how can we know whether the company in OTC market has no regulatory approval?
Nope. Because stating you do something isn’t the same as providing documented evidence of using external funds to pay ROI withdrawals on TC Ponzi points.
Regulatory approval isn’t a thing. In order to operate legally, Toga Limited needs to register its passive TC Ponzi points investment scheme with financial regulators in every jurisdiction it solicits investment in.
This hasn’t happened.
The only reason it hasn’t happened is because Toga Limited would have to admit it’s a Ponzi scheme.
So instead they’ve created a meaningless US shell incorporation and a bunch of shell companies that they claim generate revenue.
Securities law is clear cut. Either you’re compliant or you’re not. Toga Limited is committing securities fraud through their TC points.
In the absence of regulatory filings and any verifiable source of external revenue, it is also highly likely they are running a Ponzi scheme.
Hi Oz,
Saw many people sharing its popularity in Vietnam, China, India, and other countries. At the moment, does it seem to be legit or not?
Totally. Just forget everything I wrote in the review above about Toga Limited being a Ponzi scheme.
:rolleyes:
I asked because my friends are putting lots of money into this. And I am afraid that they may lose their money after all.
Will I take your words “Totally. Just forget everything I wrote in the review above about Toga Limited being a Ponzi scheme.” into literally or figuratively meaning? 🙂
Also. They recruit lots of people here. So wonder if this is legit or not according to current situation. Thanks.
Figuratively. Toga Limited is still the same Ponzi scheme as reviewed here.
Recently my friend introduced Yippi to me, and I found strange that a lot people Follow me, and Like everything I posted. Just doesn’t make sense at all.
Does anybody have time to translate this article? Chinese people need to see this before it’s too late. 中国人需要看到这篇文章。
If you live in Petaling Jaya / KL you will know that Empire Damansara is a failed project and there are hardly any shops open in that huge place.
Some even said the quality of construction is so poor that the building is actually dangerous to be in!
There is no doubt TG is brewing a huge scam and using the US entity to convince and lure in more innocent investors. This is common in Asia and after a while it will collapse leaving the innocent (or greedy) investors high and dry.
I have a couple of friends who work in their I.T department and I am told they are struggling to deliver. There’s hardly any real revenue because there’s nothing to sell, except hype and false promises.
I am also told that their marketing department are also desperately trying to get to 500 million Yippi users and the current number appears to have been fabricated.
They don’t even have 100,000 real users let alone 500,000 and there is no way to get to 500 million for their intended Nasdaq listing.
But their OTC share values seems to be climbing which means people are being suckered in big time.
But with all the warning signs, you can go shout on the rooftops to warn people but guess what? No one listens until it is too late like we have seen time and time again.
If you are an early investor, cash in and get out and tell your friends and family to do the same. What goes up must come down and in this case it is a certainty.
The internal trading shares does not reflect the real value of the shares in the OTC market… and the price you see in the otc market is fully self traded in the market..
There is no one actually buying the shares in the OTC market.. it’s called insider trading.. they control the price up or down..
I know very well.. and I see with my own eyes.. cheers guys… hope this info enlighten future and current investors in this program.. ^^
Good review ^^
God damn. Another mlm. This is a good theme because I know who is the main guy in toga
it’s Niraj Govinda Shrestha nepalese businessman from Belarus.
This is his contact information (removed)
Hi to all,
Please read Bank of Malaysia website. Toga limited is not reliable company not listed in Malaysia.
Just an fyi. Philippine SEC has already issued a closure order for Toga Chat Academy, the Philippine Registered Name of Toga Limited.
You can already see right from the Get Go they are running a Pyramid and Ponzi scam. Unless you bring in recruit you dont get the 50% TP you need to buy shares.
In short, you aint getting anything in return if you dont bring in people to join. Its the 50% that will allow you obtain shares.
Your entry alone won’t give you even shit. Double piece of scrap, Pyramid and Ponzi in one company. Worst they actually say itin your face. Lols
Toga said that they will be listed in Nasdaq before 2019 or in 2020. Did they get this done?
Of course not.
Hi Oz, do you reckon that we should report this company to avoid more people falling in this scheme?
How do you report something like this to the US authorities or the SEC?
The SEC has a report page on their website from memory.
Toga bought a Building in KL as their main office, supposed to do opening ceremony this month but postponed to Jan 2021 due to covid-19.
They deemed that the building was purchased without bank loan. Coming 6.6.2020, they have 100 good news to be announced. They targeted to have 100,000 ppl joining their live conference.
Their strategy is keep on inviting more people to invest, once there are good news, the share price will go up.
Recently, they have few items for retail purposes, namely mattress, air freshener, bid disc, bio pendant, LED table lamp, etc… I was wondering the wave in Yippi’s app, basically just the sound wave, what can it be so good?
Brain Enhancement, Quantum Nutrition, Sleep Enhancement, Relaxation, Quantum Heathcare, Anti-aging Relief, Weight Loss, Headache Relief, Boost Immunity.
The internal value of TC Ponzi points is set by Toga Limited. All new investment does is allow scammers to cash out.
Outside of perhaps relaxation, anyone with half a brain knows “sound waves” aren’t providing any of those benefits.
Toga Limited’s Alexa website ranking is currently 5.1 million. It’s over, sorry for your loss.
If TOGA Limited is a scam like you stated in your review, how do you reconcile 3rd party overseers such as FINRA, MARCUM, Norton Rose Full Bright and Baker Hostetler?
How can the US SEC and OTC Markets allow a fake company to operate since 2003 and be patronized in 27 countries?
Why bother investing years of study on research & development, opening a new building in Malaysia, promoting TOGA’s apps and invite people to become shareholder when all their purpose is to run away with your money?
Do scammers proactively reveal their identity and organization? How long is the life span of a scam company? Were you part of an MLM company and lost your downlines to TOGA?
Legitimacy via association isn’t a thing.
Not being shut down by authorities != legitimacy.
And for the record Toga’s TC points Ponzi scheme isn’t disclosed in its shell company SEC filings. Toga LTD also hasn’t filed a any financial reports since June 2020.
Same as any other Ponzi scheme, make up marketing stories because money.
Yup.
With respect to Toga Limited, same as any other Ponzi scheme – when new investment runs dry.
No.
If Legitimacy via association isn’t a thing and not being shut down by authorities ! = legitimacy, then can the same be said with (Ozedit: whataboutism removed)
Dunno, don’t care. If you wish to discuss other industries do it somewhere else.
And if you wish to regurgitate Toga Limited’s bullshit marketing claims, provide audited financial reports as evidence.
Toga Limited’s financial reports are limited because the US registration is a marketing ploy.
Ponzi schemes are illegal. Period.
We’re having a Discussion here (Ozedit: derails removed)
No, you’re commenting on a review of Toga Limited.
If you’ve got nothing else on-topic to add, we’re done here. Facebook, Twitter etc. has you covered if you want to rant.
Toga limited is really a bulshit scheme.. i am one of the share holder in this company since 2019..
they had promised that after 1 or 2 years,, every investors in this company will become millionare but suddenly they shut down their web page (Toga exchange) & (Win of life) where to login membership own account.
Review updated to note Toga Limited’s sham SEC registration has been revoked.
Shoutout to all the homies above who got rolled.