UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933

For the fiscal year ended July 31, ~~2023~~2024

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933

For the transition period from __________ to __________

Commission file number 333-260430

TOFLA MEGALINE INC.

(Exact name of registrant as specified in its charter)

Securities registered under Section 12(b) of the Exchange Act:

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

Securities registered under Section 12(g) of the Exchange Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act (check one):

Large accelerated Filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ X] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging growth company [X]

If an emerging growth 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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

AsThe ofaggregate ~~July~~market ~~31,~~value ~~2023,~~of the ~~last~~registrant’s ~~business~~voting ~~day~~equity held by non-affiliates of the registrant’s, ~~most~~computed ~~recently~~by ~~completed~~reference ~~fiscal year,~~ to the ~~aggregate~~price ~~market~~at ~~value of~~which the ~~voting~~ common stock ~~held~~was bylast ~~non-affiliates~~sold as of the ~~registrant~~last ~~was~~business ~~approximately~~day $0of ~~based~~the onregistrant’s ~~par~~most ~~value~~recently ~~per~~completed ~~share~~fiscal year, (was $0.~~001), of the registrant’s common stock.~~

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,352,035 common shares issued and outstanding as of October 301, ~~2023~~2024.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Description of Business.	4
Item 1A.	Risk Factors.	6
Item 1B.	Unresolved Staff Comments.	6
Item 2	Properties.	6
Item 2.	Properties.	6
Item 3.	Legal proceedings.	6
Item 4.	Mine Safety Disclosures.	6
PART II
Item 5.	Market for Common Equity and Related Stockholder Matters.	76
Item 6.	Selected Financial Data.	87
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	87
Item 7A.	Quantitative and Qualitative Disclosures ~~About~~about Market Risk.	9
Item 8.	Financial Statements and Supplementary Data.	9
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	2223
Item 9A.	Controls and Procedures.	2223
Item 9B.	Other Information.	2324
PART III
Item 10	Directors, Executive Officers, and Control Persons of the Company.	23
Item 10.	Directors, Executive Officers, and Control Persons of the Company.	24
Item 11.	Executive Compensation.	2627
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2728
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	28
Item 14.	Principal Accounting Fees and Services.	29
PART IV
Item 15.	Exhibits.	29
Signatures		29

PART I

Item 1. Description of Business.

DESCRIPTION OF BUSINESS

In General

Tofla Megaline Inc. (“Tofla” or “we” or "the Company") was incorporated in the state of Nevada on August 31, 2018. Tofla has only one officer and director who is Rodolfo Guerrero Angulo. WeAs ~~are~~ a development stage ~~Company~~company ~~and~~specializing ~~operate~~ in ~~the business of~~ software ~~development~~ for robotic devices., Wewe provide cutting-edge AI solutions that enhance security and efficiency. Our focus is on developing easy-to-use, high -quality , and cost-effective automation AI solutions. ~~Tofla~~for ~~is focused on~~ both ~~stand-alone~~standalone and integrated ~~solutions~~applications. inOur ~~order~~key tofeature ~~cover~~is adeveloping ~~broader selection~~software offor ~~services,~~security ~~especially in the surveillance area~~purposes. ~~Using~~We ~~autonomous~~offer ~~robotic units as~~ a ~~means~~comprehensive suite of ~~surveillance~~software isproducts adesigned ~~new~~to ~~tendency all~~improve ~~over~~ the ~~globe.~~capabilities ~~Robotic~~of robotic units ~~can~~in ~~be used for patrolling warehouses~~surveillance, ~~malls~~patrol, ~~backyards,~~and ~~office areas, buildings, etc~~navigation. Our ~~focus is~~solutions oninclude ~~developing~~advanced ~~specialized~~algorithms ~~software~~ for ~~the~~real-time ~~units~~threat ~~that~~detection, ~~will~~intelligent ~~cover~~software ~~all~~for ~~the~~precise ~~necessary~~route ~~functionality~~planning ~~for~~and ~~surveillance~~management, and ~~data transfer. We~~predictive ~~have~~maintenance ~~initiated~~capabilities ~~business~~to ~~activities~~minimize downtime and ~~have~~reduce ~~generated~~costs. ~~revenues,~~Beyond ~~however,~~our ~~there~~software isofferings, ~~no assurance that~~ we ~~will~~also beprovide ~~successful~~comprehensive ~~in developing~~consulting ~~our~~and ~~marketable~~technical ~~product~~support services.

We specialize in software development for control equipment and security systems, with a focus on enhancing navigation capabilities, optimizing patrol routes, and seamless integration with existing surveillance systems. Our solutions can be integrated with established control equipment and security systems, or used as independent versions. Our current projects involve software integration with security and video surveillance systems, along with the development of customizable solutions that support long-distance navigation, and task completion. We also consider developing software solution that enables autonomous charging and docking, allowing robots autonomously return to charging stations, as well as enhancing gesture and voice recognition features.

~~Software~~Our ~~Description~~technology integrates a modular system of specialized devices for data collection, advanced AI for real-time threat analysis, and sophisticated software for seamless integration and control. The modular system offers flexibility and scalability, allowing for easy updates, troubleshooting, and customization to meet diverse security requirements. AI processes collected data in real-time, detecting potential threats and initiating appropriate responses. Our software coordinates the various components, ensuring smooth communication and operation between the modular devices, AI algorithms, and other system elements.

~~The~~By ~~software~~harnessing ~~programs~~the ~~robotic~~power ~~units to follow specific~~of ~~routes~~our ~~while~~modular ~~recording current situation with built-in cameras and analyzing them. Our~~ system, ~~allows~~AI ~~for~~capabilities, ~~real-time image transmission to the owner's device~~ and ~~features~~innovative ~~a GSM alarm function~~software, ~~enabling~~we ~~remote~~are ~~control~~redefining ~~over~~ the ~~internet~~future toof command the robot to respond to triggered sensors. The robotic units' patrol routes dynamically adapt based on emerging alarm situations, ensuring swift response to potential threats. The robotic units are able to detect security ~~violations~~technology and ~~send~~delivering ~~notifications~~unparalleled protection ~~or pursue trespassers in order~~ to ~~identify~~our ~~and gather their parameters, which may then be used for law enforcement purposes~~clients.

~~The~~Principal ~~software~~Products ~~enables robotic units to operate both indoors~~ and outdoors on different surfaces. Such robotic units may be easily stored at any location when not needed. However, their main focus is patrolling shopping centers, supermarkets, parking lots, large company offices, educational institutions, warehouses, private property, and other locations. Depending on customers’ requirements, we are planning to install additional functions and tune the standard ones.Services

4Tofla’s primary business includes developing AI-powered software for robotic security systems. We offer a range of software products designed to enhance the capabilities of these robotic units, including:

~~Potential~~- ~~clients~~Threat Detection Software: This software utilizes advanced algorithms to analyze video footage in real time, identifying potential security threats such as unauthorized access, suspicious activities, and other violations.

We- ~~plan~~Route toOptimization ~~offer~~Software: ~~our~~Designed ~~product~~ to ~~owners~~optimize ofpatrol ~~big~~routes ~~spaces such~~for asrobotic ~~parking lots~~units, ~~shopping~~ensuring ~~malls,~~efficient ~~factories,~~coverage ~~corporate~~of ~~facilities,~~designated ~~warehouses, restricted~~ areas, ~~private areas, airports, stations, educational~~ and ~~state~~minimizing ~~institutions~~redundant movements.

~~Marketing~~- Predictive Maintenance Software: This software leverages AI to predict potential maintenance issues based on usage patterns and sensor data, allowing for proactive interventions and minimizing downtime.

We- ~~believe~~Integration ~~that~~Software: ~~the~~Our ~~key~~solutions ~~marketing~~can ~~strategy for~~be ~~our~~seamlessly ~~type~~integrated ofwith ~~business~~existing issecurity ~~online~~systems ~~marketing. We plan to advertise our Company on the Internet via Google AdWords~~ and ~~Yahoo~~control ~~Ad Manager technologies using several online marketing strategies to attract users to our promotional website. It is going to contain information about the software we will develop~~equipment, ~~its~~providing ~~applicable~~a ~~features,~~unified ~~advantages,~~ and ~~contact~~comprehensive ~~information.~~security ~~Tofla is also going to create and maintain profiles in social networking websites like Twitter, Facebook, and Instagram~~solution.

~~We intend to maintain an extensive marketing~~4 campaign that will ensure maximum visibility for the business in its target market. We plan to sell our software through direct emails, phone calls, business meetings and corporate presentations as well. Our sole officer and director, Rodolfo Guerrero Angulo, will be responsible for marketing of our product. Even if we are able to obtain sufficient number of customers to buy our software, there is no guarantee that it will cover our costs and that we will be able to retain enough customers to justify our expenditures. If we are unable to generate a significant amount of revenue, it would materially affect our financial condition and our business could be harmed. We will rely heavily on our clients recommending our technology to others in our target market.

~~Competition~~These software products collectively enable robotic security systems to perform their duties more effectively, efficiently, and proactively, enhancing overall security and reducing the burden on human personnel.

~~The~~Our ~~software~~Company ~~development~~is ~~market~~at isthe ~~rapidly~~forefront ~~growing~~of ~~day~~robotic bysecurity ~~day~~software ~~and~~development, ~~there~~leveraging isyears ~~a big number~~ of ~~companies~~investment ~~operating~~ in ~~this~~AI, ~~domain. Our key feature is developing software for security purposes~~autonomy, ~~ranging from surveillance~~ and ~~transferring~~efficiency. We ~~visual~~offer ~~data~~a tocomprehensive suite aof ~~remote~~solutions ~~server~~designed to ~~pursuing~~enhance ~~potential~~the ~~trespassers.~~capabilities ~~Entry level barriers~~ of ~~the~~robotic ~~industry~~units ~~are~~in ~~relatively low~~ surveillance, patrol, and ~~accessible,~~threat ~~which leads to an extremely high level of competition~~detection. Our software Weis ~~believe~~tailored ~~there~~to ~~are~~meet ~~not~~the ~~too many~~specific ~~developers~~needs of ~~security~~both ~~software~~individual inusers ~~Mexico~~ and ~~there~~businesses isseeking ato ~~niche~~improve totheir besecurity ~~occupied~~posture. We are ~~intend~~committed to ~~focus~~providing ~~and~~personalized ~~attend~~support toand ~~individual~~ensuring ~~needs of~~the ~~each~~highest standards of ~~our~~performance ~~potential~~and ~~clients~~reliability.

WeMarketing do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs, a judgment could be rendered against us that could cause us to cease operations.Plans

~~Employees;~~To ~~Identification~~enhance ofour ~~Certain~~market ~~Significant~~presence and drive growth, we ~~Employees~~will implement a comprehensive marketing strategy encompassing digital marketing, partnerships, and customer relationship management. Our digital marketing efforts will focus on SEO, PPC advertising, and email marketing to increase online visibility and generate leads. To foster customer loyalty and provide exceptional service, we will implement a robust CRM system and prioritize customer satisfaction. By effectively executing these marketing strategies, we aim to position our Company as a leading player in the security software market and achieve our business goals.

WeCompetition are a development stage Company and currently have 1 (one) employee who is Rodolfo Guerrero Angulo, our sole officer and director. We may hire employees on an as needed basis following the process of implementing our business plan.

5The software development market is highly competitive, with a large number of companies operating in the space. Entry barriers are relatively low, leading to intense competition. To differentiate ourselves, we will focus on providing tailored solutions that address the specific needs of each client.

~~Offices~~We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs, a judgment could be rendered against us that could cause us to cease operations.

~~Our~~Employees; ~~business~~Identification ~~office~~of isCertain ~~located at Manzanillo~~Significant 33Employees. Local E, Mexico, Col. Roma Nort, Mexico, 06700. This office space is provided by our President for the Company's needs at no cost. There is no formal rent agreement. Our telephone number is +525541607366.

~~Government~~We ~~Regulation~~have 1 (one) employee who is Rodolfo Guerrero Angulo, our officer and director. We may hire employees on an as needed basis following the process of implementing our business plan.

WeOffices will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

~~Item~~Our 1Abusiness office is located at Blvd Porta Trento 122 CP, Blvd Porta Fontana. ~~Risk~~C.P., ~~Factors~~Leon, Guanajuato, Mexico, 37134. This office space is provided by our President for the Company's needs at no cost. There is no formal rent agreement. Our telephone number is +525541607366.

~~Not~~Available ~~applicable to smaller reporting companies.~~Information

~~Item~~We 1Bare a public company, and our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to such reports are filed with the SEC. ~~Unresolved~~We are ~~Staff~~subject ~~Comments~~to the informational requirements of the Exchange Act and file or furnish reports, proxy statements, and other information with the SEC. Such reports and other information filed by us with the Securities and Exchange Commission (the “SEC”) is available at www.sec.gov. Our website is https://tofla.top/, and we can be contacted at principal@tofla.top. The contents of the websites referred to above are not incorporated into this filing.

~~Not applicable to smaller reporting companies.~~5

Government Regulation

We will be required to comply with all regulations, rules, and directives of governmental authorities and agencies applicable to our business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments.

Not applicable to smaller reporting companies.

Item 2. Properties.

We do not own any real estate or other properties.

Item 3. Legal Proceedings.

During the past ten years, none of the following occurred with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting him involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Item 4. Mine Safety Disclosures.

Not applicable.

6 PART II

~~Item~~MARKET ~~5. Market for Common Equity and Related Stockholder Matters~~INFORMATION

~~MARKET~~There ~~INFORMATION~~is a limited public market for our common shares. The common shares of the Company are listed on OTC Markets under the ticker symbol of TFLM since December 28, 2023. Prior to that time, there was no public market for our stock.

There is currently no public trading market for our common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted by one or more market makers who:6

~~·are approved by FINRA;~~ HOLDERS

~~·who agree~~As toof ~~become~~October a2, ~~market~~2024, ~~maker~~the inCompany ~~the~~had ~~security;~~5,352,035 shares of our common stock issued and outstanding held by our shareholders.

~~·who demonstrate~~DIVIDEND ~~compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB or on a securities exchange.~~ POLICY

InWe ~~order~~have ~~for~~not adeclared ~~security~~or topaid bedividends ~~eligible~~on ~~for~~our ~~quotation~~common bystock asince ~~market~~our ~~maker~~formation, ~~the~~and ~~Company~~we ~~will~~do benot ~~required~~anticipate topaying ~~meet~~dividends ain ~~($0.01)~~the ~~bid~~foreseeable ~~price~~future. ~~test,~~Declaration ~~provide~~or ~~information~~payment ~~based~~of ~~upon~~dividends, ~~their~~if any, ~~reporting~~in ~~standard (SEC~~the ~~Reporting~~future, ~~Bank~~will ~~Reporting~~be orat ~~International~~the ~~Reporting),~~discretion ~~and~~of ~~submit~~our anBoard ~~annual~~of ~~OTC~~Directors ~~Markets~~and ~~Certification~~will ~~signed~~depend byon our ~~Chief~~then ~~Executive~~current financial condition, results ~~Officer~~of oroperations, ~~Chief~~capital ~~Financial~~requirements ~~Officer.~~and ~~Currently,~~other Mrfactors deemed relevant by the Board of Directors. ~~Angulo,~~There ~~our~~are ~~President~~no ~~acts~~contractual asrestrictions on our ~~principal~~ability ~~financial~~to ~~and~~declare ~~accounting~~or ~~officer~~pay dividends.

AsSECURITIES ofAUTHORIZED ~~July~~UNDER ~~31,~~EQUITY ~~2023,~~COMPENSATION the Company, along with its market maker, has submitted an application to FINRA to have its shares quoted on the OTC market. On September 18, 2023, FINRA processed a Form 211 relating to the initiation of priced quotations of TFLM.PLANS

~~HOLDERS~~We have no equity compensation or stock option plans.

AsRECENT ofSALES ~~October~~OF ~~27,~~UNREGISTERED ~~2023, the Company had 5,352,035 shares of our common stock issued and outstanding held by our shareholders.~~SECURITIES

~~DIVIDEND POLICY~~None.

WeOTHER ~~have~~STOCKHOLDER not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.MATTERS

7 None.

~~SECURITIES~~Item ~~AUTHORIZED~~6. ~~UNDER~~Selected ~~EQUITY~~Financial ~~COMPENSATION PLANS~~Data.

WeNot ~~have~~applicable noto ~~equity~~smaller ~~compensation~~reporting ~~or stock option plans~~companies.

~~RECENT~~Item ~~SALES~~7. OFManagement's ~~UNREGISTERED~~Discussion ~~SECURITIES~~and Analysis of Financial Condition and Results of Operations.

~~The~~Results ~~Company~~of ~~has~~Operations for ~~75,000,000,~~the ~~$0.001~~years ~~par~~ended ~~value~~July ~~shares~~31, of2024 ~~common~~and ~~stock authorized.~~2023:

~~On May 20, 2021 the Company issued 4,500,000 shares of common stock to a director for cash proceeds of $4,500 at $0.001 per share.~~Revenue

During ~~August~~the ~~2022~~year ended July 31, 2024 and the ~~Company~~year ~~issued~~ended 40July 31,~~834~~ 2023, we ~~shares~~generated $63,700 and $61,350 of ~~common~~revenue, ~~stock~~respectively, ~~for~~due ~~cash~~to ~~proceeds~~the general growth of ~~$1,225~~our atbusiness ~~$0.03~~and ~~per~~increased ~~share~~marketing and sales efforts.

~~During~~Operating ~~September 2022 the Company issued 29,333 shares of common stock for cash proceeds of $880 at $0.03 per share.~~expenses

~~During~~Total ~~October~~operating ~~2022~~expenses for the ~~Company~~year ~~issued~~ended ~~168~~July 31,~~134~~ 2024 and 2023 were $88,240 and $60,701, respectively. The operating expenses for the year ended July 31, 2024 and 2023 included General ~~shares~~and Administrative expenses of ~~common~~$48,876 ~~stock~~and ~~for~~$39,528; ~~cash~~Amortization ~~proceeds~~Expense of $520,~~044~~164 atand $010,053; and Server Rental of $19,200 and $11,120, respectively.03 ~~per~~The ~~share~~increase in general and administrative expense was due to professional services received in the current period to develop the software for sale with no similar cost incurred in the prior period. The increase in server rental expenses was due to server price increases at the internet service provider and the increase in amortization expense was due to the acquisition of intangible assets over time.

~~During November 2022 the Company issued 328,400 shares of common stock for cash proceeds of $9,852 at $0.03 per share.~~7

~~During~~Net ~~December~~Income ~~2022 the Company issued 285,334 shares of common stock for cash proceeds of $8,560 at $0.03 per share.~~(Loss)

AsOur ofnet ~~July~~income ~~31,~~(loss) ~~2023~~for ~~and~~the years ended July 31, ~~2022~~ 2024, ~~the~~and ~~Company had~~2023 5was $(24,~~352,035~~540) and 4$649,~~500~~ respectively,~~000~~ ~~shares~~due ~~issued~~to ~~and~~the ~~outstanding,~~reasons ~~respectively~~explained above.

~~OTHER~~Liquidity ~~STOCKHOLDER~~and ~~MATTERS~~Capital Resources and Cash Requirements

~~None~~As of July 31, 2024 the Company had cash of $0 ($22,010 as of July 31, 2023) and negative working capital of $85,801 (negative $25,425 as of July 31, 2023).

~~Item~~During 6the year ended July 31, 2024 the Company had $42,876 of cash provided by its operating activities due to its net loss $24,540, decrease in Accounts Payable $5,700, and an increase in Prepaid Expense of $32,800, offset by Amortization expense of $20,164. ~~Selected~~During ~~Financial~~the ~~Data~~year ended July 31, 2023 the Company had $13,222 of cash provided by its operating activities due to its net income $649, Amortization expense of $10,053 and increase in Accounts Payable $6,000, offset by an increase in Prepaid Expense of $3,480.

~~Not~~During ~~applicable~~the toyear ~~smaller~~ended ~~reporting~~July ~~companies~~31, 2024 and 2023, the Company used $56,000 and $22,500 of cash in investing activities, respectively, for the purchase of intangible assets.

~~Item~~During 7the year ended July 31, 2024 the Company generated $76,866 of cash from financing activities due to proceeds from related party loans of $142,216, offset by repayments on related party loans of $65,350. ~~Management's~~During ~~Discussion~~the ~~and~~year ~~Analysis~~ended July 31, 2023 the Company generated $30,852 of ~~Financial~~cash ~~Condition~~from financing activities, made up of $25,561 received from the sale of common stock and ~~Results~~$23,391 of ~~Operations~~proceeds from related party loans, offset by $18,100 in repayments to related parties.

~~Results~~Critical ofAccounting ~~Operations for the years ended July 31, 2023 and 2022:~~Policies

~~Revenue~~Use of Estimates

~~During~~The ~~the~~preparation ~~year~~of ~~ended~~financial ~~July~~statements in conformity ~~31,~~with ~~2023~~generally accepted accounting principles requires management to make estimates and ~~the~~assumptions ~~year~~that ~~ended~~affect ~~July~~the ~~31,~~reported ~~2022,~~amounts weof assets ~~generated~~and ~~$61,350~~liabilities and ~~$4,050~~disclosure of ~~revenue,~~contingent ~~respectively,~~assets ~~due~~and toliabilities at the ~~general~~date ~~growth~~the offinancial ~~our business~~statements and ~~increased~~the ~~marketing~~reported amount of revenues and ~~sales~~expenses ~~efforts~~during the reporting period. Actual results could differ from those estimates.

~~Operating~~Revenue ~~expenses~~Recognition

~~Total~~The ~~operating~~Company ~~expenses for~~recognizes ~~the~~revenue ~~year~~in ~~ended~~accordance ~~July~~with Accounting ~~31,~~Standards ~~2023~~Codification ~~and~~(“ASC”) ~~2022~~606, ~~were~~“Revenue ~~$60,701~~from ~~and~~Contracts ~~$30,531,~~with ~~respectively~~Customers”. The ~~operating~~core ~~expenses~~principle ~~for~~of ASC ~~the~~606 ~~year~~is ~~ended~~that ~~July~~an ~~31,~~entity ~~2023 and~~recognizes ~~2022~~revenue ~~included~~to ~~General~~depict ~~and~~the ~~Administrative~~transfer ~~expenses~~ of ~~$39,528~~promised ~~and~~goods ~~$22,494;~~or ~~Amortization~~services ~~Expense~~to ofcustomers ~~$10,053~~in ~~and~~an ~~$2,197;~~amount ~~and~~that ~~Server Rental~~reflects ofthe ~~$11,120~~consideration ~~and~~to ~~$5,840,~~which ~~respectively.~~the ~~Increases~~entity expects to be entitled in ~~general~~exchange ~~and~~for ~~administrative~~those ~~and~~goods ~~server~~or ~~rental~~services. ~~expenses~~An ~~were~~entity ~~due~~recognizes torevenue in accordance with that core principle by applying the ~~overall~~following ~~growth of~~steps: Step 1: Identify the ~~Company~~contract ~~and~~with ~~its~~the ~~increased~~customer. ~~operations~~Step ~~and~~2: Identify the ~~increase~~performance obligations in ~~amortization~~the ~~expense~~contract. ~~was~~Step ~~due~~3: toDetermine the ~~acquisition~~transaction ofprice. ~~intangible~~Step ~~assets~~4. ~~during~~Allocate the transaction price. Step 5: Recognize revenue when (or as) the ~~period~~entity satisfies a performance obligation.

~~Net Income (Loss)~~8

~~Our~~The ~~net~~Company ~~income~~generates ~~(loss)~~revenue ~~for~~through the ~~years~~sale ~~ended~~of software ~~July~~and 31by providing consulting or technical support services. For the sale of software, ~~2023,~~ ~~and~~revenue ~~2022~~is ~~was~~recognized ~~$649~~at ~~and~~the $point in time when the ownership of software (~~26,481~~as approved by the customer), ~~respectively,~~is transferred per the terms of a contract. The Company shall not be liable for any failure to perform its obligations if such failure is due to circumstances beyond its reasonable control. Any liability of the Company ~~reasons~~shall ~~explained~~be ~~above~~limited to the total of all amounts paid by the customer for services under the contract. For consulting or technical support services, revenue is recognized as the services are provided.

8The Company generally collects payment from customers prior to transferring ownership of software or at the end of any service period and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of software or before services are performed the Company recognizes deferred revenue until the transfer is made or services are provided.

~~Liquidity~~Recent ~~and~~Accounting ~~Capital Resources and Cash Requirements~~Pronouncements

AsThe ofCompany ~~July~~has ~~31,~~reviewed ~~2023~~all the ~~Company~~recent ~~had~~accounting pronouncements ~~cash~~issued to date of ~~$22,010 ($436~~the asissuance of ~~July~~these 31financial statements, ~~2022)~~ and ~~negative~~does ~~working~~not ~~capital~~believe any of ~~$25,425~~these ~~(negative~~pronouncements ~~$39,188~~will ashave a ofmaterial ~~July~~impact ~~31,~~on ~~2022)~~the Company’s financial reporting.

~~During~~OFF ~~the~~BALANCE ~~year~~SHEET ended July 31, 2023 the Company had $13,222 of cash provided by its operating activities due to its net income $649, Amortization expense of $10,053 and increase in Accounts Payable $6,000, offset by an increase in Prepaid Expense of $3,480. During the year ended July 31, 2022, the Company used $23,753 of cash in operating activities due to its net loss $26,481 offset by a decrease in Prepaid Expense of $531 and its Amortization expense of $2,197.ARRANGEMENTS

~~During~~We ~~the~~have ~~year~~no ~~ended~~off-balance ~~July~~sheet ~~31,~~arrangements ~~2023~~including arrangements ~~and~~that ~~2022,~~would ~~the Company~~affect ~~used~~our ~~$22~~liquidity,~~500~~ ~~and~~capital ~~$16~~resources,~~325~~ ofmarket ~~cash~~risk insupport ~~investing~~and ~~activities,~~credit ~~respectively,~~risk ~~for~~support ~~the~~or ~~purchase~~other ~~of intangible assets~~benefits.

~~During~~Item ~~the~~7A. ~~year~~Quantitative ~~ended July 31, 2023 the Company generated $30,852 of cash from financing activities, made up of $25,561 received from the sale of common stock~~ and ~~$23,391~~Qualitative ofDisclosures ~~proceeds~~about ~~from~~Market ~~related party loans, offset by $18,100 in repayments to related parties~~Risk. ~~During the year ended July 31, 2022 the Company generated $36,414 of cash from financing activities as a result of proceeds from related party loans.~~

~~Critical~~Not ~~Accounting~~applicable ~~Policies~~to smaller reporting companies.

~~Use~~Item of8. ~~Estimates~~Financial Statements and Supplementary Data.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.9

~~Revenue~~TOFLA ~~Recognition~~MEGALINE INC.

~~The~~FINANCIAL Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract with the customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4. Allocate the transaction price. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.STATEMENTS

~~The~~TABLE ~~Company~~OF generates revenue through the sale of software and by providing consulting or technical support services. For the sale of software, revenue is recognized at the point in time when the ownership of software (as approved by the customer) is transferred per the terms of a contract. The Company shall not be liable for any failure to perform its obligations if such failure is due to circumstances beyond its reasonable control. Any liability of the Company shall be limited to the total of all amounts paid by the customer for services under the contract. For consulting or technical support services, revenue is recognized as the services are provided.CONTENTS

The Company generally collects payment from customers prior to transferring ownership of software or at the end of any service period and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of software or before services are performed the Company recognizes deferred revenue until the transfer is made or services are provided.

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6258)		11-12

Balance Sheets as of July 31, 2024 and 2023		13

Statements of Operations for the years ended July 31, 2024 and 2023		14

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended July 31, 2024 and 2023		15

Statements of Cash Flows for the years ended July 31, 2024 and 2023		16

Notes to the Audited Financial Statements as of July 31, 2024		17

~~Recent Accounting Pronouncements~~10

~~The~~REPORT ~~Company~~OF ~~has~~INDEPENDENT ~~reviewed~~REGISTERED ~~all~~PUBLIC ~~the recent accounting~~ACCOUNTING ~~pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.~~FIRM

~~OFF~~Board ~~BALANCE~~of ~~SHEET~~Directors ~~ARRANGEMENTS~~and Shareholders

WeTofla ~~have~~Megaline ~~no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits~~Inc.

~~Item~~Opinion ~~7A.~~on ~~Quantitative~~the ~~and~~Financial ~~Qualitative Disclosures about Market Risk~~Statements

~~Not~~We ~~applicable~~have audited the accompanying balance sheets of Tofla Megaline Inc. as of July 31, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and the related notes (collectively referred to ~~smaller~~as ~~reporting~~the ~~companies~~“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Tofla Megaline Inc. as of July 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Item~~Going ~~8. Financial Statements and Supplementary Data~~Concern

9The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has reported losses, limited revenues, an accumulated deficit and expects losses in the development of its business, all of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~TOFLA~~Basis ~~MEGALINE~~for ~~INC.~~Opinion

~~FINANCIAL~~These ~~STATEMENTS~~financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Tofla Megaline Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~TABLE~~We OFconducted ~~CONTENTS~~our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Tofla Megaline Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

		Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID:6258)		11
Balance Sheets as of July 31, 2023 and 2022		12
Statements of Operations for the years ended July 31, 2023 and 2022		13
Statements of Changes in Stockholders’ Equity (Deficit) as of July 31, 2023 and 2022		14
Statements of Cash Flows for the years ended July 31, 2023 and 2022		15
Notes to the Audited Financial Statements July 31, 2023		16

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

10 11

~~REPORT~~Critical OFAudit ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Matters

~~Board~~Critical audit matters are matters arising from the current period audit of ~~Directors~~the financial statements that were communicated or required to be communicated to the audit committee and ~~Shareholders~~that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~Tofla~~/s/ ~~Megaline~~Mac Accounting ~~Inc.~~Group & CPAs, LLP

~~Opinion~~We onhave ~~the~~served ~~Financial~~as ~~Statements~~Tofla Megaline's auditor since 2021.

~~We have audited the accompanying balance sheets of Tofla Megaline Inc. as of July 31~~Midvale, ~~2023 and 2022, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years~~ then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Tofla Megaline Inc. as of July 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.Utah

~~Going~~October ~~Concern~~2, 2024

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has an accumulated deficit and negative working capital and expects losses in the development of its business, all of which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.12

~~Basis~~TOFLA ~~for~~MEGALINE ~~Opinion~~INC.

~~These~~BALANCE financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Tofla Megaline Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.SHEETS

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Tofla Megaline Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

		July 31, 2024		July 31, 2023

ASSETS
Current Assets
Cash	$	-	$	22,010
Prepaid Expenses		39,200		6,400
Total Current Assets		39,200		28,410

Intangible Assets, Net		62,411		26,575

TOTAL ASSETS	$	101,611	$	54,985

LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	300	$	6,000
Related Party Loan		124,701		47,835
Total Current Liabilities		125,001		53,835
Total Liabilities		125,001		53,835

Stockholders’ Equity (Deficit)
Common Stock, $0.001 par value, 75,000,000 shares authorized, 5,352,035 shares issued and outstanding as of July 31, 2024 and 2023		5,352		5,352
Additional Paid-in Capital		24,709		24,709
Accumulated Deficit		(53,451)		(28,911)
Total Stockholders’ Equity (Deficit)		(23,390)		1,150
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	101,611	$	54,985

~~Our~~The ~~audits~~accompanying ~~included~~notes ~~performing~~are ~~procedures~~an tointegral ~~assess~~part ~~the risks~~ of ~~material~~these ~~misstatement~~audited ~~of the~~ financial statements~~, whether due to error or fraud, and performing procedures that respond to those risks~~. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Critical Audit Matters~~13

~~Critical~~TOFLA ~~audit~~MEGALINE matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgmentsINC. ~~We determined that there are no critical audit matters.~~

~~/s/~~STATEMENT ~~Mac~~OF ~~Accounting Group & CPAs, LLP~~OPERATIONS

We have served as Tofla Megaline's auditor since 2021.

		Year ended July 31, 2024		Year ended July 31, 2023
Revenues
Software Sales	$	63,700	$	48,350
Consulting or Technical Support Services		-		13,000
Total Revenues		63,700		61,350

Operating Expenses
General and Administrative Expenses		48,876		39,528
Amortization Expense		20,164		10,053
Server Rental		19,200		11,120
Total Operating Expenses		88,240		60,701

Net Income (Loss) from Operations		(24,540)		649

Provision for Income Taxes		-		-

Net Income (Loss)	$	(24,540)	$	649

Income (Loss) per Common Share – Basic & Diluted	$	(0.01)	$	0.00

Weighted Average Number of Common Shares Outstanding-Basic & Diluted		5,352,035		5,352,035

~~Midvale,~~The ~~Utah~~accompanying notes are an integral part of these audited financial statements.

~~October 30, 2023~~14

11TOFLA MEGALINE INC.

~~TOFLA~~STATEMENTS ~~MEGALINE~~OF ~~INC.~~CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For ~~BALANCE~~the ~~SHEETS~~years ended July 31, 2024 and 2023

		July 31, 2023		July 31, 2022
	Common Stock				Additional Paid-in-		Accumulated
ASSETS
	Shares		Amount		Capital		Deficit		Total
Current Assets
Balance as of July 31, 2022	4,500,000	$	4,500	$	-	$	(29,560)	$	(25,060)
Cash	$	22,010	$	436
Common shares issued for cash	852,035		852		24,709		-		25,561
Accounts Receivable		-		2,920
Net income for the period	-		-		-		649		649
Prepaid Expenses		6,400		-
Balance as of July 31, 2023	5,352,035		5,352		24,709		(28,911)		1,150
Total Current Assets		28,410		3,356
Net loss for the period	-		-		-		(24,540)		(24,540)
Intangible Assets, Net		26,575		14,128
Balance as of July 31, 2024	5,352,035	$	5,352	$	24,709	$	(53,451)	$	(23,390)
TOTAL ASSETS	$	54,985	$	17,484
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	$	6,000	$	-
Related Party Loan		47,835		42,544
Total Current Liabilities		53,835		42,544
Total Liabilities		53,835		42,544
Stockholders’ Equity (Deficit)
Common Stock, $0.001 par value, 75,000,000 shares authorized, 5,352,035 and 4,500,000 shares issued and outstanding as of Jule 31, 2023 and July 31, 2022, respectively		5,352		4,500
Additional Paid-in Capital		24,709		-
Accumulated Deficit		(28,911)		(29,560)
Total Stockholders’ Equity (Deficit)		1,150		(25,060)
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	54,985	$	17,484

The accompanying notes are an integral part of these audited financial statements.

1215

TOFLA MEGALINE INC.

STATEMENTS ~~STATEMENT~~ OF ~~OPERATIONS~~CASH FLOWS

		Year ended July 31, 2023		Year ended July 31, 2022
		Year ended July 31, 2024		Year ended July 31, 2023
Revenues
OPERATING ACTIVITIES
Software Sales	$	48,350	$	4,050
Net Income (Loss)	$	(24,540)	$	649
Consulting or Technical Support Services		13,000		-
Adjustments to reconcile Net Income to net cash provided by operations:
Total Revenues		61,350		4,050
Amortization		20,164		10,053
Operating Expenses
Changes in operating assets and liabilities:
General and Administrative Expenses		39,528		22,494
Prepaid Expense		(32,800)		(3,480)
Amortization Expense		10,053		2,197
Accounts Payable		(5,700)		6,000
Server Rental		11,120		5,840
Cash Flows Provided by (Used in) Operating Activities		(42,876)		13,222
Total Operating Expenses		60,701		(30,531)
INVESTING ACTIVITIES
Net Income (Loss) from Operations		649		(26,481)
Purchase of Intangible Assets		(56,000)		(22,500)
Provision for Income Taxes		-		-
Cash Flows Used in Investing Activities		(56,000)		(22,500)
Net Income (Loss)	$	649	$	(26,481)
FINANCING ACTIVITIES
Income (Loss) per Common Share – Basic & Diluted	$	0.00	$	(0.00)
Proceeds from the sale of common stock		-		25,561
Weighted Average Number of Common Shares Outstanding-Basic & Diluted		5,352,035		4,500,000
Repayments on related party loan		(65,350)		(18,100)
Proceeds from related party loan		142,216		23,391
Cash Flows Provided by Financing Activities		76,866		30,852
Net cash increase (decrease) for period		(22,010)		21,574
Cash at beginning of period		22,010		436
Cash at end of period	$	-	$	22,010
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-

The accompanying notes are an integral part of these audited financial statements.

1316

TOFLA MEGALINE INC.

~~STATEMENTS~~NOTES OFTO ~~CHANGES~~THE INAUDITED ~~STOCKHOLDERS’ EQUITY~~FINANCIAL ~~(DEFICIT)~~STATEMENTS

~~For~~JULY ~~the years ended July~~ 31, ~~2022 and 2023~~2024

	Common Stock				Additional Paid-in-Capital		Accumulated Deficit		Total
	Shares		Amount
Balance as of July 31, 2021	4,500,000	$	4,500	$	-	$	(3,079)	$	1,421
Net loss for the period	-		-		-		(26,481)		(26,481)
Balance as of July 31, 2022	4,500,000		4,500		-		(29,560)		(25,060)
Common shares issued for cash	852,035		852		24,709		-		25,561
Net loss for the period	-		-		-		649		649
Balance as of July 31, 2023	5,352,035	$	5,352	$	24,709	$	(28,911)	$	1,150

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

~~The~~Tofla ~~accompanying~~Megaline ~~notes~~Inc. ~~are~~(“the anCompany” ~~integral~~or “we”) ~~part~~was incorporated under the laws of ~~these~~the State of Nevada, U.S. on August 31, 2018 (Inception). We are a development-stage ~~audited~~company ~~financial~~operating ~~statements~~in the business of developing software for security systems.

14NOTE 2 - GOING CONCERN

~~TOFLA~~The ~~MEGALINE~~financial ~~INC~~statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

~~STATEMENTS~~The OFCompany incurred ~~CASH~~net ~~FLOWS~~loss of $24,540 for the year ended July 31, 2024. The Company has limited revenues and an accumulated deficit of $53,451 as of July 31, 2024 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

		Year ended July 31, 2023		Year ended July 31, 2022
OPERATING ACTIVITIES
Net Income (Loss)	$	649	$	(26,481)
Adjustments to reconcile Net Income to net cash provided by operations:
Amortization		10,053		2,197
Changes in operating assets and liabilities:
Prepaid Expense		(3,480)		531
Accounts Payable		6,000		-
Cash Flows Provided by (Used in) Operating Activities		13,222		(23,753)
INVESTING ACTIVITIES
Purchase of Intangible Assets		(22,500)		(16,325)
Cash Flows Used in Investing Activities		(22,500)		(16,325)
FINANCING ACTIVITIES
Proceeds from the sale of common stock		25,561		-
Repayments on related party loan		(18,100)		-
Proceeds from related party loan		23,391		36,414
Cash Flows Provided by Financing Activities		30,852		36,414
Net cash increase (decrease) for period		21,574		(3,664)
Cash at beginning of period		436		4,100
Cash at end of period	$	22,010	$	436
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management expects revenue growth to continue over the next twelve months. In the event that revenue is not available to cover all expenses, the Company intends to finance operating costs with loans from directors and/or private placement of common stock.

~~The~~NOTE ~~accompanying~~3 ~~notes~~– ~~are~~SUMMARY anOF ~~integral~~SIGNIFICANT ~~part of these~~ACCOUNTING ~~audited financial statements.~~POLICIES

15Basis of Presentation

~~TOFLA~~The ~~MEGALINE~~financial ~~INC~~statements of the Company are presented in US dollars and the Company has adopted a July 31 fiscal year end.

~~NOTES~~Use TOof ~~THE AUDITED FINANCIAL STATEMENTS~~Estimates

~~JULY~~The ~~31,~~preparation ~~2023~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~NOTE~~Cash 1and –Cash ~~ORGANIZATION AND DESCRIPTION OF BUSINESS~~Equivalents

~~Tofla~~The ~~Megaline~~Company ~~Inc.~~considers ~~(“the~~all ~~Company”)~~highly ~~was~~liquid instruments ~~incorporated~~purchased ~~under~~with ~~the~~a ~~laws~~maturity of ~~the~~three ~~State~~months ofor ~~Nevada,~~less ~~U.S.~~to onbe ~~August~~cash ~~31,~~equivalents ~~2018~~to ~~(Inception).~~the Weextent ~~are a development stage Company and have commenced operations in~~ the ~~business~~funds ofare ~~developing~~not ~~software~~being held for ~~security~~investment ~~systems in Mexico~~purposes.

~~NOTE~~Fair 2Value -of ~~GOING~~Financial ~~CONCERN~~Instruments

~~The~~ASC ~~financial~~820 ~~statements~~"Fair ~~have~~Value ~~been~~Measurements ~~prepared~~and onDisclosures" establishes a ~~going concern~~three-tier ~~basis~~fair value hierarchy, which ~~assumes~~prioritizes the ~~Company~~inputs ~~will~~in bemeasuring ~~able~~fair tovalue. The ~~realize~~hierarchy ~~its~~prioritizes ~~assets~~the inputs ~~and~~into ~~discharge~~three ~~its~~levels ~~liabilities~~based inon the ~~normal~~extent ~~course~~to ofwhich ~~business for~~inputs ~~the~~used ~~foreseeable~~in ~~future~~measuring fair value are observable in the market.

~~Although the~~17 Company incurred net income of $649 for the year ended July 31, 2023, the Company has an accumulated deficit of $28,911 and has negative working capital of $25,425 as of July 31, 2023 and further losses are anticipated in the development of its business. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern.

~~The~~These ~~ability to~~tiers continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management expects revenue growth to continue over the next twelve months. In the event that revenue is not available to cover all expenses, the Company intends to finance operating costs with loans from directors and/or private placement of common stock. include:

~~NOTE~~Level 31: –defined ~~SUMMARY~~as OFobservable ~~SIGNIFICANT~~inputs ~~ACCOUNTING~~such as quoted ~~POLICIES~~prices in active markets;

~~Basis~~Level of2: ~~Presentation~~defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

~~The~~Level ~~financial~~3: defined ~~statements~~as ofunobservable ~~the~~inputs ~~Company~~in ~~are presented~~which inlittle USor ~~dollars~~no ~~and~~market ~~the~~data ~~Company~~exists, ~~has~~therefore ~~adopted~~requiring aan ~~July~~entity 31to ~~fiscal~~develop ~~year~~its ~~end~~own assumptions.

~~Use~~The carrying value of ~~Estimates~~cash and the Company's loan from shareholder approximates fair value due to their short-term maturity.

The ~~preparation~~Company ofcontinually ~~financial~~monitors ~~statements~~events inand ~~conformity~~changes ~~with~~in ~~generally~~circumstances ~~accepted~~that ~~accounting~~could ~~principles~~indicate ~~requires~~carrying ~~management~~amounts toof ~~make~~long-lived ~~estimates~~assets ~~and~~may ~~assumptions~~not ~~that~~be ~~affect~~recoverable. When such events or changes in circumstances are present, the ~~reported~~Company ~~amounts~~assesses the recoverability of long-lived assets ~~and~~by ~~liabilities~~determining ~~and~~whether ~~disclosure~~the carrying value of ~~contingent~~such assets ~~and~~will be ~~liabilities~~recovered atthrough undiscounted expected future cash flows. If the ~~date~~total of the ~~financial~~future ~~statements~~cash ~~and~~flows is less than the ~~reported~~carrying amount of those assets, the Company recognizes an impairment loss based on the excess of ~~revenues~~the ~~and~~carrying ~~expenses~~amount ~~during~~over the ~~reporting~~fair ~~period~~value of the assets. ~~Actual~~ Assets ~~results~~to ~~could~~be ~~differ~~disposed ~~from~~of ~~those~~are ~~estimates~~reported at the lower of the carrying amount or the fair value less costs to sell.

~~Cash~~ Impairment ~~and~~of ~~Cash~~Long-Lived ~~Equivalents~~Assets

The Company continually ~~considers~~monitors ~~all~~events ~~highly~~and ~~liquid~~changes ~~instruments purchased~~in ~~with~~circumstances athat ~~maturity~~could indicate carrying amounts of ~~three~~long-lived ~~months~~assets may not be recoverable. When such events or ~~less~~changes toin circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash ~~equivalents~~flows. toIf the ~~extent~~total of the ~~funds~~future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are ~~not~~reported ~~being~~at ~~held~~the ~~for~~lower ~~investment~~of ~~purposes~~the carrying amount or the fair value less costs to sell.

16 Property and Equipment

~~Fair~~Property ~~Value~~and equipment are stated at cost and depreciated on the straight-line method over the estimated life of ~~Financial~~the ~~Instruments~~asset, which is three years.

~~ASC~~Intangible 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.Asset

~~These~~The ~~tiers~~Company ~~include:~~accounts for its intangible assets in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs incurred to renew or extend the life of an intangible asset are expensed as incurred. The Company recognizes amortization in the month after the asset is placed in service.

~~Level~~In 1:September ~~defined~~2021 asthe ~~observable~~Company ~~inputs~~capitalized ~~such~~website development ascosts ~~quoted prices~~of in$6,325, ~~active~~which ~~markets;~~is being amortized over a three-year life. As of July 31, 2024, the accumulated amortization for the software was $5,997.

~~Level 2: defined as inputs other than quoted prices~~18 ~~in active markets that are either directly or indirectly observable; and~~

~~Level~~In ~~3: defined~~June as2022 ~~unobservable~~the ~~inputs~~Company inalso ~~which~~purchased video recording ~~little~~software orat noa ~~market~~cost ~~data~~of ~~exists~~$10,000, ~~therefore~~which ~~requiring~~will anbe ~~entity~~amortized toover ~~develop~~three ~~its~~years. ~~own~~As ~~assumptions~~of July 31, 2024, the accumulated amortization related to the software was $7,083.

~~The~~In ~~carrying~~November ~~value~~2022 the Company purchased software for solutions for designing a perimeter security system at a cost of ~~cash~~$15,500 ~~and~~which ~~the~~will ~~Company's~~be ~~loan from~~amortized ~~shareholder~~over ~~approximates~~three ~~fair~~years. ~~value~~As ~~due~~of July 31, 2024, the accumulated amortization related to ~~their~~the ~~short-term~~software ~~maturity~~was $8,611.

~~Impairment~~In January 2023 the Company purchased a global brandmauer for remote management via the internet at a cost of ~~Long-Lived~~$7,000 ~~Assets~~which will be amortized over three years. As of July 31, 2024, the accumulated amortization for the software was $3,500.

~~The~~In ~~Company~~August ~~continually~~2023 ~~monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present,~~ the Company ~~assesses~~bought ~~the~~navigation ~~recoverability~~and ofmapping software ~~long-lived~~at ~~assets~~a bycost ~~determining whether the carrying value~~ of ~~such~~$20,000 ~~assets~~which will be ~~recovered~~amortized ~~through~~over ~~undiscounted~~three ~~expected future cash flows~~years. IfAs ~~the total~~ of ~~the~~July ~~future~~31, ~~cash flows is less than the carrying amount of those assets~~2024, the ~~Company~~accumulated ~~recognizes~~amortization anfor ~~impairment loss based on~~ the ~~excess of the carrying amount over the fair value of the assets.~~software ~~Assets~~was ~~to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell~~$6,667.

~~Property~~In ~~and~~June ~~Equipment~~2024 the Company bought the threat detection suite software at a cost of $20,000 which will be amortized over three years. As of July 31, 2024, the accumulated amortization for the software was $556.

~~Property~~In ~~and~~July ~~equipment~~2024 ~~are~~the ~~stated~~Company bought the route management software at a cost ~~and~~of ~~depreciated on~~$16,000 ~~the~~which ~~straight-line~~will ~~method~~be amortized over ~~the~~three ~~estimated~~years. ~~life~~As of ~~the~~July ~~asset~~31, ~~which~~2024, isthe ~~three~~accumulated ~~years~~amortization for the software was $0.

~~Intangible~~The ~~Asset~~Company had the following intangible assets as of July 31, 2024 and 2023:

The Company accounts for its intangible assets in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs incurred to renew or extend the life of an intangible asset are expensed as incurred. The Company recognizes amortization in the month after the asset is placed in service.

	As of July 31, 2024		As of July 31, 2023
Website Development Costs	$	6,325	$	6,325
Video Recording Software		10,000		10,000
Software for Solutions for Designing a Perimeter Security System		15,500		15,500
Global Brandmauer for Remote Management via the Internet		7,000		7,000
Navigation and Mapping Software		20,000		-
Threat Detection Suite Software		20,000		-
Route Management Software		16,000		-
Accumulated Amortization		(32,414)		(12,250)
Intangible Assets, Net	$	62,411	$	26,575

17During the years ended July 31, 2024 and 2023 the Company recorded amortization expense of $20,164 and $10,053, respectively.

AsThe ofCompany ~~July~~expects 31to recognize amortization expense of $29,411 ~~2023~~for the ~~Company~~fiscal ~~capitalized~~year ~~website development~~ending ~~costs~~July 31, 2025, amortization expense of $621,~~325,~~556 ~~which~~for isthe ~~being~~fiscal ~~amortized~~year ~~over~~ending aJuly ~~three-year~~31, ~~life~~2026, ~~had~~and ~~accumulated~~ amortization expense of $311,~~889~~444 for the fiscal year ending July 31, 2027.

~~The~~Income ~~Company also purchased video recording software at a cost of $10,000, which will be amortized over three years. As of July 31, 2023, the accumulated amortization related to the software was $3,750.~~Taxes

InThe ~~November~~Company ~~2022~~follows the ~~Company~~liability ~~purchased~~method ~~software~~of ~~for~~accounting ~~solutions~~for income taxes. Under this method, deferred income tax assets and liabilities are recognized for ~~designing~~the aestimated ~~perimeter~~tax ~~security~~consequences attributable ~~system~~to atdifferences abetween ~~cost~~the offinancial ~~$15,500~~statement ~~which~~carrying ~~will~~values beand ~~amortized~~their ~~over~~respective ~~three~~income ~~years~~tax basis (temporary differences). The Aseffect on deferred income tax assets and liabilities of ~~July~~a ~~31,~~change ~~2023, the~~in ~~accumulated~~tax ~~amortization~~rates ~~for~~is recognized in income in the ~~software~~period ~~was~~that ~~$3,444~~includes the enactment date.

~~In January 2023 the Company purchased a global brandmauer~~19 ~~for remote management via the internet at a cost of $7,000 which will be amortized over three years. As of July 31, 2023, the accumulated amortization for the software was $1,167.~~

~~The~~Revenue ~~Company had the following intangible assets as of July 31, 2023 and July 31, 2022:~~Recognition

	As of July 31, 2023		As of July 31, 2022
Website Development Costs	$	6,325	$	6,325
Video Recording Software		10,000		10,000
Software for Solutions for Designing a Perimeter Security System		15,500		-
Global Brandmauer for Remote Management via the Internet		7,000		-
Accumulated Amortization		(12,250)		(2,197)
Intangible Assets, Net	$	26,575	$	14,128

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps:

~~During~~Step ~~the~~1: ~~years~~Identify ~~ended~~the ~~July~~contract ~~31,~~with ~~2023 and 2022~~ the ~~Company~~ ~~recorded amortization expense of $10,053 and $2,197, respectively~~customer.

~~The~~Step ~~Company~~2: ~~expects~~Identify ~~to recognize amortization expense of $12,942 for~~ the ~~fiscal~~performance ~~year~~obligations ~~ending~~in ~~July 31, 2024, amortization expense of $10,745 for~~ the ~~fiscal year ending July 31, 2025, and amortization~~ ~~expense of $2,889 for the fiscal year ending July 30, 2026~~contract.

~~Income~~Step ~~Taxes~~3: Determine the transaction price.

~~The~~Step ~~Company follows the liability method of accounting for income taxes~~4. ~~Under~~ ~~this~~Allocate ~~method, deferred income tax assets and liabilities are recognized for~~ the ~~estimated~~transaction ~~tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences)~~price. ~~The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.~~

18Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

~~Revenue~~The ~~Recognition~~Company generates revenue through the sale of software and by providing consulting or technical support services. For the sale of software, revenue is recognized at the point in time when the ownership of software (as approved by the customer) is transferred per the terms of a contract. The Company shall not be liable for any failure to perform its obligations if such failure is due to circumstances beyond its reasonable control. Any liability of the Company shall be limited to the total of all amounts paid by the customer for services under the contract. For consulting or technical support services, revenue is recognized as the services are provided.

The Company ~~recognizes~~generally ~~revenue~~collects inpayment ~~accordance~~from ~~with~~customers ~~Accounting~~prior ~~Standards~~to ~~Codification~~transferring ~~(“ASC”)~~ownership ~~606, “Revenue from Contracts with Customers”. The core principle~~ of ~~ASC~~ ~~606~~software isor ~~that~~at ~~an entity recognizes revenue to depict~~ the ~~transfer~~end of ~~promised~~any ~~goods~~service orperiod ~~services~~and tomay ~~customers~~require indeposits anfrom ~~amount~~customers ~~that~~at ~~reflects~~ the ~~consideration~~time toan order ~~which~~is ~~the~~placed. ~~entity~~When ~~expects~~deposits toare becollected ~~entitled~~prior into ~~exchange~~transferring ~~for~~ownership ~~those~~of ~~goods~~software or before services. Anare ~~entity~~performed ~~recognizes~~the ~~revenue in~~Company ~~accordance~~recognizes ~~with~~deferred ~~that~~revenue ~~core~~until ~~principle by applying~~ the ~~following~~transfer ~~steps:~~is ~~Step~~made 1:or ~~Identify~~services ~~the~~are ~~contract with the customer~~provided. ~~Step~~During ~~2: Identify~~ the ~~performance~~years ~~obligations~~ended inJuly ~~the~~31, ~~contract.~~2024 ~~Step~~and 3:2023, ~~Determine~~ the ~~transaction~~Company’s revenue ~~price.~~was ~~Step~~$67,300 4.and ~~Allocate~~$61,350, ~~the transaction price~~respectively. ~~Step~~As ~~5: Recognize~~of ~~revenue~~July ~~when~~31, ~~(or~~2024 ~~as)~~and 2023 the ~~entity~~Company ~~satisfies~~had ano ~~performance~~deferred ~~obligation~~revenue.

~~The~~During ~~Company generates revenue through~~ the ~~sale~~year ~~of software~~ended ~~and~~July ~~by providing consulting or technical support services. For the sale of software~~31, ~~revenue~~2024 isone ~~recognized~~customer ~~at the point in time~~made ~~when~~up ~~the~~66% ~~ownership~~ of ~~software~~our ~~(as~~total ~~approved~~revenues byand ~~the~~during ~~customer) is transferred per~~ the ~~terms~~year ofended aJuly ~~contract.~~31, ~~The~~2023 ~~Company~~we ~~shall~~had ~~not~~two becustomers ~~liable for~~that ~~any~~made ~~failure~~up to60% ~~perform~~and ~~its~~16% ~~obligations if such failure is due to circumstances beyond its reasonable control. Any liability~~ of ~~the Company~~our ~~shall be limited to the~~ total ~~of all amounts paid by the customer for services under the contract~~revenues. ~~For consulting or technical support services, revenue is recognized as the services are provided.~~

~~The~~Basic ~~Company~~Income ~~generally~~(Loss) ~~collects~~Per payment from customers prior to transferring ownership of software or at the end of any service period and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of software or before services are performed the Company recognizes deferred revenue until the transfer is made or services are provided. During the years ended July 31, 2023 and 2022, the Company’s revenue was $61,350 and $4,050, respectively. As of July 31, 2023 and 2022 the Company had no deferred revenue.Share

~~Basic~~The ~~Income~~Company computes earnings (~~Loss~~loss) ~~Per~~per share in accordance with ASC 260-10-45 ‘Earnings per Share, which requires the presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

~~The~~Recent ~~Company~~Accounting computes earnings (loss) per share in accordance with ASC 260-10-45 ‘Earnings per Share, which requires the presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.Pronouncements

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.

The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company’s financial reporting.20

NOTE 4 – COMMON STOCK

The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.

19During August 2022 the Company issued 40,834 shares of common stock for cash proceeds of $1,225 at $0.03 per share.

During ~~August~~September 2022 the Company issued 4029,~~834~~333 shares of common stock for cash proceeds of $~~1,225~~880 at $0.03 per share.

During ~~September~~October 2022 the Company issued 29168,~~333~~134 shares of common stock for cash proceeds of $~~880~~5,044 at $0.03 per share.

During ~~October~~November 2022 the Company issued ~~168~~328,~~134~~400 shares of common stock for cash proceeds of $59,~~044~~852 at $0.03 per share.

During ~~November~~December 2022 the Company issued ~~328~~285,~~400~~334 shares of common stock for cash proceeds of $98,~~852~~560 at $0.03 per share.

~~During~~As ~~December~~of ~~2022~~July ~~the~~31, ~~Company~~2024 ~~issued~~and ~~285~~2023,~~334 shares~~ ofthe ~~common~~Company ~~stock~~had ~~for cash proceeds of $8~~5,~~560~~352,035 shares atissued ~~$0.03~~and ~~per share~~outstanding.

AsNOTE ~~of July 31, 2023 and July 31, 2022, the Company had~~ 5~~,352,035~~ ~~and~~– ~~4,500,000~~RELATED ~~shares~~PARTY ~~issued and outstanding, respectively.~~TRANSACTIONS

~~NOTE~~In 5support –of ~~RELATED~~the ~~PARTY~~Company’s ~~TRANSACTIONS~~efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders or directors. Amounts represent advances or amounts paid in satisfaction of liabilities.

InEffective ~~support~~August of31, 2018 the Company’s ~~efforts~~Chief Executive ~~and~~Officer ~~cash~~(“CEO”), Rodolfo Guerrero Angulo, formally agreed to advance funds to the Company to pay for professional ~~requirements~~fees and operating expenses under a $50,000 itLoan ~~may~~Agreement. ~~rely~~Effective onApril ~~advances~~20, ~~from~~2022 ~~related~~the ~~parties~~Company’s ~~until~~CEO ~~such~~formally ~~time~~agreed ~~that~~to advance additional funds to the Company ~~can~~to ~~support~~pay ~~its~~for ~~operations~~professional orfees ~~attains~~and ~~adequate~~operating expenses under a second $50,000 Loan Agreement. Effective June ~~financing~~12, ~~through~~2024 ~~sales~~the ofCompany entered into an amended and restated loan agreement with its ~~equity~~CEO orthat ~~traditional~~consolidated ~~debt~~all ~~financing~~earlier loans and increased the loan amount by an additional $50,000. ~~There~~The outstanding loan agreement is non-binding and discretionary, bears no ~~formal~~interest, ~~written~~is ~~commitment~~unsecured, and ~~for~~has ~~continued~~no ~~support~~fixed bydue ~~shareholders or~~date, ~~directors~~therefore, any amounts outstanding under the agreement is considered due on demand. ~~Amounts~~The ~~represent~~Company’s ~~advances~~CEO was ordue ~~amounts~~$124,701 ~~paid~~as inof ~~satisfaction~~July 31, 2024 under the amended and restated loan agreement, where during the year ended July 31, 2024 $142,216 was advanced to the Company and the Company made repayments of ~~liabilities~~$65,350.

~~Effective~~NOTE ~~August~~6 ~~31,~~– ~~2018~~COMMITMENTS ~~the~~AND Company’s CEO and sole director formally agreed to advance funds to the Company to pay for professional fees and operating expenses under a $50,000 Loan Agreement. The Loan Agreement is non-binding and discretionary, bears no interest, is unsecured, and has no fixed due date, therefore, it is considered due on demand. The Company’s CEO and sole director was due $47,835 as of July 31, 2023 under the Loan Agreement, where during the year ended July 31, 2023 $23,391 was advanced to the Company and $18,100 was repaid and during the year ended July 31, 2022 $36,414 was advanced to the Company with no repayments.CONTINGENCIES

~~Effective~~Contractual April 20, 2022 the Company’s CEO and sole director formally agreed to advance additional funds to the Company to pay for professional fees and operating expenses under a second $50,000 Loan Agreement. The second Loan Agreement is non-binding and discretionary, bears no interest, is unsecured, and has no fixed due date, therefore, it is considered due on demand. As of July 31, 2023 no amounts are outstanding for this second Loan Agreement.Commitments

~~NOTE~~The 6Company –has ~~COMMITMENTS~~entered ~~AND~~into ~~CONTINGENCIES~~no contractual commitments as of July 31, 2024.

~~Contractual Commitments~~Litigation

The Company ~~has~~was ~~entered~~not ~~into~~subject noto ~~contractual~~any ~~commitments~~legal proceedings asduring ofthe period from August 31, 2018 (Inception) to July 31, ~~2023~~2024 and no legal proceedings are currently pending or threatened to the best of our knowledge.

20 21

~~Litigation~~NOTE 7 – INCOME TAXES

The Company ~~was~~has ~~not~~no ~~subject~~tax toposition ~~any~~at ~~legal~~July ~~proceedings~~31, 2024 for ~~during~~which the ~~period~~ultimate ~~from~~deductibility ~~August~~is ~~31,~~highly ~~2018~~certain ~~(Inception)~~but for which there is uncertainty about the timing of such deductibility. The Company recognizes interest accrued related to ~~July~~unrecognized ~~31,~~tax ~~2023~~benefits in interest expense and nopenalties ~~legal~~in ~~proceedings~~operating ~~are~~expenses. ~~currently~~No ~~pending~~such interest or ~~threatened~~penalties towere recognized during the periods presented. The Company had no accruals for interest and penalties at July 31, 2024. The ~~best~~Company’s utilization of ~~our~~any ~~knowledge~~net operating loss carryforward may be unlikely as a result of its intended activities.

~~NOTE~~The 7valuation –allowance ~~SUBSEQUENT~~at ~~EVENTS~~July 31, 2024 was $11,225. The net change in valuation allowance from July 31, 2023 to July 31, 2024 was $5,153. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

~~The~~Based ~~Company~~on consideration of these items, management has ~~evaluated~~determined ~~subsequent~~that ~~events~~enough ~~from~~uncertainty ~~July 31,~~exists ~~2023~~relative to the ~~date~~realization of the ~~financial~~deferred ~~statements~~income ~~were~~tax ~~issued~~asset ~~and~~balances ~~has~~to ~~determined~~warrant ~~that~~the itapplication of ~~does~~a ~~not~~full ~~have~~valuation ~~any~~allowance ~~material~~as ~~subsequent~~of ~~events~~July to31, ~~disclose in~~2024 ~~these~~and ~~financial~~2023. ~~statements~~All ~~other~~tax ~~than~~years ~~those~~since ~~described~~inception ~~below~~remain open for examination only by taxing authorities of US Federal and state of Nevada.

InThe ~~September~~Company ~~and~~has ~~October~~a ~~2023,~~net ~~the~~operating ~~Company’s~~loss ~~CEO~~carryforward for ~~and~~tax ~~sole director~~purposes ~~advanced~~totaling $1353,~~528~~541 at July 31, 2024. According to current tax laws, the ~~Company~~losses ~~for~~can carryforward indefinitely. There is a limitation on the ~~Company’s~~amount ~~operating~~of ~~expenses~~taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership).

21The components of the Company’s deferred tax asset computed at the federal statutory rate of 21% is as follows:

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

	July 31, 2024		July 31, 2023
Net operating loss carryforward	$	(53,451)	$	(28,911)
Effective tax rate		21%		21%
Deferred tax asset		11,225		6,071
Less: Valuation allowance		(11,225)		(6,071)
Net deferred asset	$	-	$	-

~~None.~~The income tax provision differs from the amount of income tax determined by applying the statutory income tax rates to pretax income from continuing operations for the year ended May 31, 2024 due to the following:

Item 9A. Controls and Procedures

	Year Ended July 31, 2024			Year Ended July 31, 2023
Book loss	$	(5,153)	21%	$	136	21%
Valuation allowance		5,153	(21)%		(136)	(21)%
	$	-		$	-

~~Management’s~~NOTE ~~Report~~8 on– ~~Internal~~SUBSEQUENT ~~Control over Financial Reporting~~EVENTS

~~Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).~~ The Company’s ~~internal~~has ~~control~~evaluated ~~over financial~~subsequent ~~reporting~~events isfrom aJuly 31, ~~process~~2024 ~~designed~~ to ~~provide reasonable assurance regarding~~ the ~~reliability~~date ~~of financial reporting and~~ the ~~preparation of~~ financial statements ~~for~~were ~~external~~issued ~~purposes~~and inhas ~~accordance~~determined ~~with~~that ~~accounting~~it ~~principles~~does ~~generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may~~ not ~~prevent~~have ~~or detect misstatements. Also, projections of~~ any ~~evaluation~~material ofsubsequent ~~effectiveness~~events to ~~future periods are subject to the risk that controls may become inadequate because of changes in~~disclose ~~conditions,~~in orthese that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial ~~reporting~~statements asother ofthan ~~July~~those ~~31,~~described ~~2023, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013")~~below.

AIn ~~material~~August ~~weakness~~and isSeptember ~~a deficiency~~2024, ~~or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of~~ the Company’s ~~annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of~~ ~~the~~CEO ~~effectiveness~~advanced ~~of internal control over financial reporting as of July 31~~$8,191 ~~2023,~~to the Company ~~determined~~for ~~that~~the ~~there~~Company’s ~~were~~operating ~~control deficiencies that constituted material weaknesses, as described below~~expenses.

1.Effective WeAugust ~~lack~~30, an2024, ~~adequate~~Marquez ~~internal~~Hernandez ~~control~~Maria ~~structure~~De –Lourdes ~~Due~~was appointed to ~~the~~serve ~~size~~as ofIndependent ~~the~~Director ~~Company~~of ~~we do not have~~ the ~~appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls~~Company.

2. We do not have appropriate segregation of duties or adequate accounting resources – The Company has only one employee that does not have sufficient accounting knowledge, experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to ensure adequate financial reporting. Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 22

22Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

3None. We do not have appropriate information technology controls – The Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further there are no IT controls in place to prevent changes to, or misstatement in, financial reporting.

~~Accordingly,~~Item ~~the~~9A. ~~Company~~Controls ~~concluded~~and that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controlsProcedures.

AsEvaluation ~~a result~~ of ~~the material weaknesses described above,~~Disclosure ~~management~~Controls ~~has~~and concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2023 based on criteria established in Internal Control-Integrated Framework issued by COSO.Procedures

Our ~~management~~Principal isExecutive ~~responsible~~Officer and ~~for~~Principal ~~establishing~~Financial ~~and maintaining~~Officer aconducted ~~system~~an evaluation of the effectiveness of our disclosure controls and procedures (as defined in ~~Rule~~ Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) ~~that~~of ~~is designed~~1934 ~~to ensure that information required to be disclosed by us in~~ (the ~~reports~~“Exchange ~~that~~Act”). weBased ~~file~~on orthis ~~submit~~evaluation, ~~under~~our ~~the Exchange Act is recorded,~~Principal ~~processed,~~Executive ~~summarized~~Officer and ~~reported,~~Principal ~~within~~Financial ~~the~~Officer ~~time~~concluded ~~periods~~that ~~specified~~ in ~~the~~light ~~Commission’s~~of ~~rules~~the ~~and~~material ~~forms.~~weaknesses ~~Disclosure~~described ~~controls and procedures include~~below, ~~without~~our ~~limitation,~~disclosure controls and procedures ~~designed~~were tonot ~~ensure~~effective ~~that~~as ~~information~~of ~~required~~July to31, be2024. ~~disclosed~~See bymaterial anweaknesses ~~issuer in~~discussed ~~the~~below ~~reports~~in ~~that it files or submits under the Exchange Act is accumulated and communicated to the issuer~~Management’s ~~management,~~Annual ~~including its~~Report ~~principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate~~on toInternal ~~allow~~Control ~~timely~~over ~~decisions~~Financial ~~regarding required disclosure~~Reporting.

~~Changes~~Management’s inReport on Internal ~~Controls~~Control over Financial Reporting

~~There~~Management ~~has~~is ~~been~~responsible nofor ~~change~~establishing and maintaining adequate internal control over financial reporting (as defined in ~~our~~Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting ~~occurred~~is ~~during~~a process designed to provide reasonable assurance regarding the ~~year~~reliability ~~ended~~of ~~July~~financial 31reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, ~~2023~~internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that ~~has~~controls ~~materially~~may ~~affected~~become inadequate because of changes in conditions, or isthat ~~reasonably~~the ~~likely~~degree toof ~~materially~~compliance with the policies or procedures may deteriorate. Under the supervision and with the participation ~~affect~~of management, ~~our~~including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2024, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.We lack an adequate internal control structure – Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures, controls over information and communication, or effective monitoring controls.

2.We do not have appropriate segregation of duties or adequate accounting resources – The Company has only one employee that does not have sufficient accounting knowledge, experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to ensure adequate financial reporting. Further, while not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

3.We do not have appropriate information technology controls – The Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. Further there are no IT controls in place to prevent changes to, or misstatement in, financial reporting.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2024 based on criteria established in Internal Control-Integrated Framework issued by COSO.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There has been no change in our internal control over financial reporting occurred during the year ended July 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, and Control Persons of the Company.

DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

Our executive officer's and director's and their respective ages are as follows:

Name	Age	Positions
Rodolfo Guerrero Angulo	5253	President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

~~Rodolfo Guerrero Angulo~~24

Rodolfo Guerrero Angulo has acted as our President, Treasurer, Secretary and sole Director since we incorporated on August 31, 2018. Mr. Angulo owns 100% of the outstanding shares of our common stock. As such, it was unilaterally decided that Mr. Angulo was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Between 2011 and 2018, Mr. Angulo worked as IT project manager in real estate sector for Afkal Develop (Leon, Mexico). Mr. Angulo’s responsibilities included managing the Company’s projects and he was responsible for programming and extensions for project teams. In 2006, Mr. Angulo decided to change his field of work and started working as a freelance IT manager for a small firm in Leon, Mexico, where he worked until 2011. Between 1996 and 2005, Mr. Angulo worked in the area of car dealership called Leonveh ltd. in Leon, Mexico. Mr. Angulo studied at University of Leon in Leon, Mexico from 1989 to 1995 and he did not graduate. Mr. Angulo prioritized experience in business over education. This enabled him to obtain more experience sooner and start new business with additional knowledge.

~~During~~Rodolfo Guerrero Angulo has acted as our President, Treasurer, Secretary and sole Director since we incorporated on August 31, 2018. Mr. Angulo owns 100% of the ~~past~~outstanding ~~ten~~shares ~~years~~of our common stock. As such, it was unilaterally decided that Mr. Angulo ~~has~~was ~~not~~going to be our sole President, Chief Executive Officer, Treasurer, ~~been~~and Chief Financial Officer, Chief Accounting Officer, Secretary and member of our board of directors. Between 2011 and 2018, Mr. Angulo worked as IT project manager in real estate sector for Afkal Develop (Leon, Mexico). Mr. Angulo’s responsibilities included managing the ~~subject~~Company’s projects and he was responsible for programming and extensions for project teams. In 2006, Mr. Angulo decided to ~~any~~change his field of work and started working as a freelance IT manager for a small firm in Leon, Mexico, where he worked until 2011. Between 1996 and 2005, Mr. Angulo worked in the ~~following~~area ~~events:~~of car dealership called Leonveh ltd. in Leon, Mexico. Mr. Angulo studied at University of Leon in Leon, Mexico from 1989 to 1995 and he did not graduate. Mr. Angulo prioritized experience in business over education. This enabled him to obtain more experience sooner and start new business with additional knowledge.

1.During ~~Any~~the ~~bankruptcy~~past ~~petition~~ten ~~filed~~years, ~~by or against any business of which~~ Mr. Angulo ~~was~~has anot been ~~general~~the ~~partner~~subject orto ~~executive~~any ~~officer either at the time~~ of the ~~bankruptcy~~following ~~or within two years prior to that time.~~events:

21. Any ~~conviction~~bankruptcy inpetition afiled ~~criminal~~by ~~proceeding~~ or against ~~being~~any ~~subject~~business toof which Mr. Angulo was a ~~pending~~general ~~criminal~~partner ~~proceeding~~or executive officer either at the time of the bankruptcy or within two years prior to that time.

32. AnAny ~~order,~~conviction ~~judgment,~~in ora ~~decree,~~criminal ~~not~~proceeding ~~subsequently reversed, suspended~~ or ~~vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise~~ ~~limiting~~being ~~Mr.~~subject ~~Angulo’s~~to ~~involvement~~a inpending ~~any~~criminal ~~type of business, securities or banking activities~~proceeding.

43. ~~Found~~An byorder, ajudgment, ~~court~~or ofdecree, ~~competent~~not ~~jurisdiction~~subsequently ~~(in~~reversed, asuspended ~~civil~~or ~~action)~~vacated, ~~the Securities and Exchange Commission~~ or ~~the~~any ~~Commodity~~court ~~Future~~of ~~Trading~~competent ~~Commission~~jurisdiction, topermanently ~~have~~or ~~violated~~temporarily aenjoining, ~~federal~~barring, suspending or ~~state~~otherwise ~~securities~~limiting orMr. ~~commodities~~Angulo’s ~~law,~~involvement ~~and~~in ~~the~~any ~~judgment~~type ~~has~~of ~~not been reversed~~business, ~~suspended~~securities or ~~vacated~~banking activities.

54. ~~Was~~Found ~~the~~by ~~subject~~a court of ~~any~~competent ~~order, judgment or~~jurisdiction ~~decree,~~(in ~~not~~a ~~subsequently~~civil ~~reversed~~action), ~~suspended~~the orSecurities ~~vacated,~~and ofExchange ~~any~~Commission ~~Federal~~ or ~~State~~the ~~authority~~Commodity ~~barring,~~Future ~~suspending~~Trading orCommission ~~otherwise limiting for more than 60 days the right~~ to ~~engage~~have inviolated ~~any~~a ~~activity~~federal ~~described~~or instate securities ~~paragraph~~or ~~(f)(3)(i)~~commodities ~~of this section~~law, orand tothe bejudgment ~~associated~~has ~~with~~not ~~persons engaged~~been inreversed, ~~any~~suspended ~~such~~or ~~activity;~~vacated.

245. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or ~~commodities~~ commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting ~~mail~~ mail or wire fraud or fraud in connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.25

~~DIRECTOR~~8. ~~INDEPENDENCE~~Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Our~~DIRECTOR Board of Directors is currently composed of one member, Rodolfo Guerrero Angulo, who does not qualify as an independent director. Our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.INDEPENDENCE

~~INVOLVEMENT~~Our INBoard ~~CERTAIN~~of ~~LEGAL~~Directors ~~PROCEEDINGS~~is currently composed of one member, Rodolfo Guerrero Angulo, who does not qualify as an independent director. Our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

NoINVOLVEMENT ~~director,~~IN ~~executive~~CERTAIN ~~officer,~~LEGAL ~~significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.~~PROCEEDINGS

25No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

AUDIT COMMITTEE, COMPENSATION COMMITTEE, AND FINANCIAL EXPERT

We do not have an Audit Committee or Compensation Committee because the Company’s sole employee is also the sole member of management and sole director. Additionally, we have no persons currently receiving any compensation due to our start-up nature. Our sole director performs some of the same functions of an Audit Committee and Compensation Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements, and their audit report; reviewing management’s administration of the system of internal accounting controls, and determining all compensation amounts. The Company does not currently have a written audit committee charter or a compensation committee charter or any similar documents.

We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

CODE OF ETHICS

The Company has not adopted a formal written code of ethics due to the small size of the organization and start-up nature, along with the fact that the Company’s sole employee is also the sole member of management and sole director.

~~Item 11. Executive Compensation~~26

~~EXECUTIVE~~Item ~~COMPENSATION~~11. ~~SUMMARY~~Executive ~~COMPENSATION TABLE~~Compensation.

~~The~~EXECUTIVE ~~following~~COMPENSATION ~~table~~SUMMARY ~~sets~~COMPENSATION ~~forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years July 31, 2023 and 2022:~~TABLE

Name and Principal Position	Period	Salary ($)	Bonus ($)	Stock Awards ($)*	Option Awards ($)*	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Rodolfo Guerrero Angulo, President	2023	0	0	0	0	0	0	0	0
	2022	0	0	0	0	0	0	0	0

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years July 31, 2024 and 2023:

Our sole officer and director has not received monetary compensation since our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member of our board of directors.

Name and

Principal

Position

Period

Salary

($)

Bonus

($)

Stock

Awards

($)*

Option

Awards

($)*

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

($)

All Other

Compensation

($)

Total

($)

Rodolfo Guerrero Angulo, President

2024

2023

26Rodolfo Guerrero Angulo has not received monetary compensation since our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member of our board of directors.

EMPLOYMENT AGREEMENTS

The Company is not a party to any employment agreement and has no compensation agreement with any officer or director.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of July 31, ~~2023~~2024 and ~~2022~~2023:

Name	Period	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Opinion Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Rodolfo Guerrero Angulo, President	~~2023~~2024	0	0	0	0	0	0	0
	2022	0	0	0	0	0	0	0
	2023	0	0	0	0	0	0	0

We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.

~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~27

~~The~~Item following table lists, as of the date of this form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group12. ~~Information~~Security ~~relating~~Ownership ~~to beneficial ownership~~ of ~~common~~Certain ~~stock~~Beneficial byOwners ~~our principal shareholders~~ and ~~management is~~Management ~~based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities~~ and ~~Exchange~~ ~~Commission.~~Related ~~Under~~Stockholder these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the securityMatters. ~~The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.~~

27The following table lists, as of the date of this form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 5,352,035 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

Title of class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Common Stock
Common Stock	Rodolfo Guerrero Angulo	4,000,000	74.74%

OnEffective ~~May~~August 2031, ~~2021,~~2018 wethe ~~issued~~Company’s aCEO and ~~total~~sole ofdirector ~~4,500,000 shares~~formally ofagreed ~~common~~to ~~stock~~advance funds to ~~Rodolfo~~the ~~Guerrero~~Company ~~Angulo,~~to ~~our~~pay ~~sole~~for ~~officer~~professional fees and ~~director~~operating inexpenses ~~consideration~~under ofa $450,~~500~~000 Loan Agreement. ~~Further,~~Effective ~~effective~~April ~~August 31~~20, ~~2018,~~2022 ~~Mr.~~the ~~Angulo~~Company’s CEO and sole director formally agreed to advance additional funds to the Company to pay for professional fees and operating expenses under a second $50,000 Loan Agreement. ~~The~~Effective ~~Loan~~June ~~Agreement is non-binding and discretionary~~12, ~~bears~~2024 nothe ~~interest,~~Company entered isinto ~~unsecured,~~an amended and isrestated ~~has~~loan noagreement ~~fixed~~with ~~due~~its ~~date,~~CEO ~~therefore is~~and ~~considered~~sole ~~due~~director onthat ~~demand.~~consolidated Asall ofearlier ~~July~~loans ~~31,~~and ~~2023,~~increased ~~Mr.~~the loan ~~Angulo~~amount ~~has~~by ~~advanced~~an toadditional us $4450,~~285,~~000. ofThe ~~which~~outstanding ~~$19,841~~loan ~~was~~agreement ~~advanced~~is ~~during~~non-binding ~~the~~and ~~year ended July 31~~discretionary, ~~2023~~bears ~~and~~no ~~$18~~interest,~~100~~ ~~was~~is ~~repaid.~~unsecured, and ~~There~~has is no fixed due date, ~~for~~therefore, ~~the~~any ~~repayment~~amounts ofoutstanding under the ~~funds~~agreement ~~advanced~~is byconsidered ~~Mr.~~due ~~Angulo~~on demand. ~~Rodolfo~~The ~~Guerrero~~Company’s CEO ~~Angulo~~and ~~will~~sole bedirector ~~repaid~~was ~~from~~due ~~revenues~~$124,701 as of ~~operations~~July if31, ~~and~~2024 ~~when~~under wethe ~~generate~~amended ~~substantial~~and ~~revenues~~restated toloan ~~pay~~agreement, ~~the~~where ~~obligation.~~during ~~There~~the isyear noended ~~assurance~~July ~~that~~31, we2024 ~~will~~$142,216 ~~ever~~was ~~generate~~advanced ~~revenues~~to ~~from~~the ~~our~~Company ~~operations.~~and ~~The~~the ~~obligation~~Company tomade ~~Mr.~~repayments ~~Angulo~~of ~~does not bear interest~~$65,350.

~~On April 20, 2022, Mr. Angulo formally agreed to advance~~28 additional funds to the Company to pay for professional fees and operating expenses under another $50,000 Loan Agreement. The Loan Agreement is non-binding and discretionary, bears no interest, is unsecured, and has no fixed due date, therefore it is considered due on demand. As of July 31, 2023 no amounts are outstanding for this second Loan Agreement.

28 Item 14. Principal Accountant Fees and Services.

~~Item~~The ~~14.~~following ~~Principal~~table ~~Accountant~~sets ~~Fees~~forth the fees billed to our company for the years ended July 31, 2024 and ~~Services~~2023 for professional services rendered by Mac Accounting Group, LLP, the independent auditor:

The following table sets forth the fees billed to our company for the years ended July 31, 2023 and 2022 for professional services rendered by Mac Accounting Group, LLP, the independent auditor:

Fees		2024		2023
Audit Fees	$	14,850	$	13,500
Audit Related Fees		-		-
Tax Fees		-		-
Other Fees		-		-
Total Fees	$	14,850	$	13,500

Fees		2023		2022
Audit Fees	$	13,500	$	15,900
Audit Related Fees		-		-
Tax Fees		-		-
Other Fees		-		-
Total Fees	$	13,500	$	15,900

PART IV

~~PART~~Item IV15. Exhibits.

Item 15. Exhibits

Exhibit No.		Description
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1933 Rule 13a-14(a) or 15d-14(a).

32.1		Certifications pursuant to Securities Exchange Act of 1933 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Exhibit No.		Description
31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1933 Rule 13a-14(a) or 15d-14(a).
32.1		Certifications pursuant to Securities Exchange Act of 1933 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TOFLA MEGALINE INC.

Date: October 2, 2024	By:	/s/ Rodolfo Guerrero Angulo
		Rodolfo Guerrero Angulo Chief Executive Officer President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

TOFLA MEGALINE INC.
Date: October 30, 2023	By:	/s/ Rodolfo Guerrero Angulo
		Rodolfo Guerrero Angulo Chief Executive Officer President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification Number)

(Primary Standard Industrial Classification Code Number)

Manzanillo 33. Local E, Col. Roma Norte Mexico, Mexico, 06700 234 901 8927 Phone: +52 5541607366 Email: principal@tofla.top

Blvd Porta Trento 122 CP, Blvd Porta Fontana. C.P. Leon, Guanajuato, Mexico, 37134 Phone: +52 5541607366 Email: principal@tofla.top

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

Filing Compare · Tofla Megaline Inc.