UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~January 30, 2024

TOFLA MEGALINE INC.

(Exact name of registrant as specified in its charter)

Nevada	~~333~~000-~~260430~~56549	37-1911358
(State or Other Jurisdiction of Incorporation or Organization)	Commission File Number	(I.R.S. Employer Identification No.)

~~Rodolfo~~c/o Boca Jom LLC – 1236 N ~~Guerrero~~Fairfax, ~~Angulo~~West Hollywood, CA 90046

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Office)

Registrant’s telephone number, including area code: (323) 822-1750

Blvd Porta Trento 122 CP, Blvd Porta Fontana. C.P. Leon,

Guanajuato, Mexico, 37134,

~~+52~~(Former Address ~~5541607366~~if Changed, Since Last Report)

Email: principal@tofla.top

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/a	N/a	N/a

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ~~[X]~~☒

If an emerging company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountant standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Item 5.0201 ~~Departure~~Change ofin ~~Directors~~Control ~~or Certain Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Registrant.

~~Appointment~~On December 31, 2024, Rodolfo ofGuerrero ~~Marquez~~Angulo ~~Hernandez~~entered ~~Maria~~into Dea ~~Lourdes~~Stock Purchase Agreement (the “Agreement”) pursuant to which Alice Group USA LLC, as ~~Independent~~assignee (the ~~Director~~ “Purchaser”), acquired 4,500,000 shares of common stock (the “Shares”) of TOFLA Megaline Inc. (the “Company”), representing approximately 84.1% of the Company’s outstanding shares of common stock. Pursuant to the Agreement, Purchaser agreed to pay Mr. Angulo $590,000. The closing occurred on February 3, 2025. Katerine Calero has control and voting power over the Shares held by Purchaser.

OnThe Closing of the Agreement ~~August~~effectuated ~~30,~~a ~~2024,~~change ~~Rodolfo~~in ~~Guerrero~~control ~~Angulo,~~of ~~being~~the Company. As a result of the ~~sole~~Closing, ~~member~~the Purchaser owns approximately 84.1% of the ~~Board~~Company’s issued and outstanding common stock. There are no arrangements or understandings among members of ~~Directors,~~both ~~decided~~the toformer ~~appoint~~and ~~Marquez~~new ~~Hernandez~~control ~~Maria~~groups Deand ~~Lourdes~~their toassociates ~~serve~~with asrespect ~~Independent~~to ~~Director~~election of ~~the~~officers ~~Tofla~~or ~~Megaline~~other ~~Inc.~~matters, ~~(“the~~except ~~Company”)~~as set forth herein.

~~The business~~Item ~~background~~5.02 ~~descriptions~~Departure of ~~the~~Directors ~~newly~~or ~~appointed~~Certain ~~director~~Officers; isElection asof ~~follows:~~Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers

On January 30, 2024, Katerine Calero was appointed as a member of the Board of Directors of the Company and as Chief Executive Officer, Chief Financial Officer and Secretary of the Company. There is no understanding or arrangement between Ms. Calero and any other person pursuant to which Ms. Calero ~~Marquez~~was ~~Hernandez~~selected ~~holds~~as a ~~bachelor's~~director ~~degree~~of inthe ~~Information~~Company. ~~Technology~~Ms. Calero does not have any family relationship with any director, executive officer or person nominated or chosen by us to become a ~~focus~~director onor ~~cybersecurity~~an ~~from~~executive ~~Universidad~~officer. ~~Panamericana~~Ms. Calero has not had direct or indirect material interest in any transaction or proposed transaction, ~~Mexico~~in which the Company was or is a proposed participant exceeding $120,000.

~~From~~Ms. Calero, age 40, since May 2022 has served as the ~~December~~Senior ~~2016~~Manager of Investor Relations for CGI Merchant Group managing communications with investors and stakeholders. Prior to ~~May~~joining CGI ~~2020~~Merchant Group, Ms. ~~Marquez~~Calero ~~Hernandez~~served ~~worked~~as atan ~~TecMex~~analyst ~~Solutions~~providing infinancial ~~Mexico~~project ~~City~~analysis asfor aBulltick ~~Network~~Wealth ~~Security~~Management ~~Specialist,~~from ~~specializing~~March 2014 through May 2022. Prior to 2014, Ms. Calero was engaged in ~~safeguarding~~various ~~network~~roles ~~infrastructure~~with Caixanova Bank and ~~deploying~~Mercantil ~~secure~~Commerce ~~communication~~Bank ~~systems~~N.A. engaged in fraud monitoring. Ms. Calero received her B.S. in Management from Florida International University in 2010.

~~From June~~Following ~~2020~~the toappointment ~~May~~of ~~2024,~~ Ms. ~~Marquez~~Calero, ~~Hernandez~~Rodolfo ~~worked~~Guerrero Angulo resigned ~~at MVS Sistemas~~ as ~~the~~an ~~Director~~executive ofofficer ~~Technology~~and ~~Solutions.~~a ~~Since~~director ~~June~~of ~~2023,~~the ~~she~~Company ~~has been~~and ~~involved~~Marquez inHernandez ~~projects~~Maria ~~related~~De toLourdes ~~PTZ~~resigned ~~camera systems and intelligent video analytics~~ as a ~~Project Lead, based on her extensive experience~~director inof ~~security~~the ~~systems and technology integration~~Company.

On August 30, 2024, the Company declared Ms. Marquez Hernandez elected as independent director. Rodolfo Guerrero Angulo continues to serve as the Chief Executive Officer, President, Treasurer and Secretary of Board of Directors.SIGNATURES

~~There are~~Pursuant noto ~~family~~the ~~relationships~~requirements ~~between~~of ~~our new director and our current director. There have been no transactions since~~ the ~~beginning~~Securities ofExchange ~~our~~Act ~~last~~of ~~fiscal year~~1934, orthe ~~any~~registrant ~~currently~~has ~~proposed~~duly ~~transaction,~~caused inthis ~~which~~report ~~we were or are~~ to be asigned ~~participant,~~on ~~exceeding~~its ~~$120,000~~behalf ~~and~~by in which our new officer had or will have a direct or indirect material interest. There is no material plan, contract or arrangement (whether or not written) to which our new director is a party or in which he participates that is entered into or a material amendment in connection with the ~~triggering~~undersigned ~~event~~hereunto orduly ~~any grant or award to any such covered person or modification thereto, under any such plan, contract or arrangement in connection with any such event~~authorized.

SIGNATURES

	TOFLA Megaline Inc.

Date: February 3, 2025	By:	/s/ Katerine Calero
	Name:	Katerine Calero
	Title:	Chief Executive Officer, Chief Financial Officer and Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 3, 2024

TOFLA MEGALINE INC.

By: /s/ Rodolfo Guerrero Angulo Name: Rodolfo Guerrero Angulo Title: Chief Executive Officer President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

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