TogaChat Academy Philippines, Inc.

June 8, 2021 ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT SEC ADVISORY The Securities and Exchange Commission has discovered that TOGACHAT ACADEMY PHILIPPINES, INC. still continues to operate under new company named EOSTRE BERHAD despite the issuance by the Commission of an Advisory, Cease and Desist Order and Order of Revocation against it. Based on the information gathered, the new company introduced new products namely, Eostre Quantum Disc, Eostre Vitality Pendant and Eostre Sanare Mattress and incorporated them to their marketing scheme to lend a semblance of legitimacy to its operations. Marketing Plan/Agent Plan Eostre Berhad Credit (EBC) will be converted into Eostre Berhad Points (EBP) subject to the following scheme: 1. A member will receive 50% EBP upon recruitment of one person (depends on the availed package). The EBP earned will be deducted from a member's EBC which can be used to purchase a stock of Toga Limited or can be cashed out immediately. o e.g. if one avails a package of Gold, he/she will receive its corresponding EBC and if his recruit avails of a gold package, the former shall receive EBP equivalent to 50% of the points value of the gold package. In which case, 450 EBP will be deducted from his/her 3,000 EBC. Also, the 450 EBP can be used to purchase a stock of Toga Limited or can be cashed out immediately. The maximum EBP one can earn is equivalent to his/her EBC. 2. Pairing Bonus a member will earn for every pair in the binary structure. The percentage is based on his rank or the package he availed of. The commission is divided into two: a) EBP (90%); and b) Yipps (10%). Yipps the virtual reward points that can be redeemed in transactions conducted through the Yippi app. Yippi is Toga Limited's social messaging app which focuses on entertainment and security. 3. Leadership Bonus is computed on the accumulated pairing bonus/sales in a calendar month. The percentage will be based on the investor's rank. The commission is divided into two: a) EBP (90%); and b) Yipps (10%). Source: https://www.facebook.com/groups/235504730847240 It appears that TOGACHAT/EOSTRE BERHAD is engaged in the indirect selling of Toga Limited shares thru conversion of Eostre Berhad Points into Toga Limited shares. While the distribution is channeled thru conversion, the same still constitutes offering and selling of shares to the public as the essence of the law is to regulate the securities being distributed in the public within the Philippines. On the other hand, the compensation plan of EOSTRE BERHAD is essentially the same as that of Togachat Academy which the Commission found to be an offering of securities in the nature of investment contract, i.e. , purchase of packages with corresponding credits (Toga Credits now called Eostre Berhad Credits) with a chance to earn 50% points (Toga Points, now Eostre Berhad Points) upon recruitment of another person points depends upon the type of package purchased by the recruit which can be used to either purchase Toga Limited shares or be encashed with further opportunities of earning with pairing and leadership bonuses. As mentioned, TOGACHAT ACADEMY PHILIPPINES, INC.'s registration as a corporation has already been revoked. It is not authorized to solicit investments from the public as it did not secure prior registration and/or license to solicit investments from the Commission as prescribed under Sections 8 and 28 of the SRC. On the other hand, EOSTRE BERHAD is not registered with the Commission as a partnership or as a corporation and is also not authorized to solicit investments from the public. On 01 April 2019, in In the Matter of Inner Systems, Inc. and Toga Capital Limited (Admin. Proc. File No. 3-118666), the US SEC declared that for failure of both companies as registered issuers of securities to file for two years or more their quarterly and annual reports, it is necessary and appropriate for the protection of investors to revoke the registration of all classes of securities. In an earlier Order Instituting Proceedings, the US SEC has found out that Toga Capital Limited is a revoked Nevada corporation located in Kuala Lumpur, Malaysia. On the other hand, Bank Negara of Malaysia (Malaysian Central Bank) has come out in 28 August 2017 with an updated Financial Consumer Alert (List of unauthorized companies and websites which are neither authorized or approved under relevant laws and regulations administered by BNM) which specifically includes Toga Limited's parent, TOGA CAPITAL SDN BHD and TOGA COMPANY LIMITED itself. Before launching its TogaChat Points investment opportunity, Toga Limited was operating a binary options investment scheme. Accordingly, those who act as salesmen, brokers, dealers or agents of TOGACHAT ACADEMY PHILIPPINES, INC./EOSTRE BERHAD in selling or convincing people to invest in their investment schemes including solicitation or recruitment through the internet may likewise be prosecuted, held criminally liable and penalized with a maximum fine of Five Million Pesos (Php5,000,000.00) or a maximum penalty of Twenty-One (21) years of imprisonment or both pursuant to Section 73 of the SRC (SEC vs. Oudine Santos, G.R. No. 195542, 19 March 2014) . Furthermore, the names of all those involved will be reported to the Bureau of Internal Revenue so that the appropriate penalties and/or taxes will be correspondingly assessed. The public is advised NOT TO INVEST or STOP INVESTING in any investment scheme being offered by any individual or group of persons allegedly for or on behalf of TOGACHAT ACADEMY PHILIPPINES, INC./EOSTRE BERHAD and to exercise caution in dealing with any individuals or group of persons soliciting investments for and on behalf of it. The Commission urges anyone who has knowledge or information about any business transaction of TOGACHAT ACADEMY PHILIPPINES, INC./EOSTRE BERHAD and/or its agents to report such activity to the Enforcement and Investor Protection Department at [emailprotected] . For the guidance of the public. Pasay City, June 8, 2021.