TFLM 10-Q Quarter ended Oct. 31, 2022

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2022

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 333-260430

TOFLA MEGALINE INC.

(Exact name of registrant as specified in its charter)

Nevada			37-1911358		7372
(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
	(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Office)

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

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]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,106,102 common shares issued and outstanding as of December 12, 2022.

TOFLA MEGALINE

FORM 10-Q

Quarterly Period Ended October 31, 2022

INDEX

		Page
PART I	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)	5
	Condensed Balance Sheets as of October 31, 2022 (Unaudited) and July 31, 2022	6
	Condensed Statements of Operations for the three months ended October 31, 2022 and 2021 (Unaudited)	7
	Condensed Statements of Stockholders' Equity (Deficit) for the three months ended October 31, 2022 and 2021 (Unaudited)	8
	Condensed Statements of Cash Flows for the three months ended October 31, 2022 and 2021 (Unaudited)	9
	Notes to the Condensed Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	17
Item 1A	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	18
Item 6.	Exhibits	18
Signatures		18

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying interim financial statements of Tofla Megaline (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

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TOFLA MEGALINE

CONDENSED BALANCE SHEETS

		October 31, 2022 (Unaudited)		July 31, 2022
ASSETS
Current Assets
Cash	$	2,380	$	436
Prepaid Expense		5,730		2,920
Total Current Assets		8,110		3,356
Intangible Assets, Net		12,767		14,128
TOTAL ASSETS	$	20,877	$	17,484
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current Liabilities
Director's Loan	$	42,754	$	42,544
Total Current Liabilities		42,754		42,544
Total Liabilities		42,754		42,544
Stockholders’ Equity (Deficit)
Common Stock, $ 0.001 par value, 75,000,000 shares authorized, 4,738,301 and 4,500,000 shares issued and outstanding as of October 31, 2022 and July 31, 2022, respectively		4,738		4,500
Additional Paid-in Capital		6,911		-
Accumulated Deficit		( 33,526 )		( 29,560 )
Total Stockholders’ Equity (Deficit)		( 21,877 )		( 25,060 )
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)	$	20,877	$	17,484

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

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TOFLA MEGALINE

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

		Three months ended October 31, 2022		Three months ended October 31, 2021
Revenues	$	3,100	$	-
Operating Expenses
General and administrative expenses		3,516		11,200
Amortization Expense		1,360		200
Server rental		2,190		-
Total Operating Expenses		7,066		11,400
Net loss from operations		( 3,966 )		( 11,400 )
Provision for income taxes		-		-
Net loss	$	( 3,966 )	$	( 11,400 )
Loss per common share – Basic & Diluted	$	( 0.00 )	$	( 0.00 )
Weighted Average Number of Common Shares Outstanding-Basic & Diluted		4,585,788		4,500,000

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

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TOFLA MEGALINE

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	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	-		-		-		( 11,400 )		( 11,400 )
Balance as of October 31, 2021	4,500,000	$	4,500	$	-	$	( 14,479 )	$	( 9,979 )
Balance as of July 31, 2022	4,500,000	$	4,500	$	-	$	( 29,560 )	$	( 25,060 )
Common shares issued for cash	238,301		238		6,911		-		7,149
Net loss for the period	-		-		-		( 3,966 )		( 3,966 )
Balance as of October 31, 2022	4,738,301	$	4,738	$	6,911	$	( 33,526 )	$	( 21,877 )

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

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TOFLA MEGALINE

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three months ended October 31, 2022		Three months ended October 31, 2021
OPERATING ACTIVITIES
Net Income	$	( 3,966 )	$	( 11,400 )
Adjustments to reconcile Net Income to net cash provided by operations:
Accumulated Amortization		1,361		200
Changes in operating assets and liabilities:
Prepaid Expense		( 2,810 )		( 477 )
Cash Flows used in Operating Activities		( 5,415 )		( 11,677 )
INVESTING ACTIVITIES
Purchase of intangible assets		-		( 2,940 )
Cash Flows (used in) provided by Investing Activities		-		( 2,940 )
FINANCING ACTIVITIES
Proceeds from the sale of common stock		7,149		10,717
Payments on related party loan		( 3,100 )		-
Proceeds from related party loan		3,310		-
Cash Flows provided by Financing Activities		7,359		10,717
Net cash increase (decrease) for period		1,944		( 3,900 )
Cash at beginning of period		436		4,100
Cash at end of period	$	2,380	$	200
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-
Non cash investing and financing activities:
Prepaid assets reclassified to intangible assets	$	-	$	3,385

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

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TOFLA MEGALINE

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

OCTOBER 31, 2022

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

TOFLA MEGALINE (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on August 31, 2018 (Inception). We are development stage Company and intend to commence operations in the business of developing the software for security systems in Mexico.

NOTE 2 - GOING CONCERN

The unaudited financial 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.

The Company incurred a net loss of $ 3,966 for the three months ended October 31, 2022. The Company has incurred a loss since Inception (August 31, 2018) resulting in an accumulated deficit of $33,526 as of October 31, 2022 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 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 intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations (Regulation S-X) of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended October 31, 2022, are not necessarily indicative of the operating results that may be expected for the year ending July 31, 2023. These unaudited condensed financial statements should be read in conjunction with the July 31, 2022 audited financial statements and notes thereto.

Use of Estimates

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.

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Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Fair Value of Financial Instruments

ASC 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.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

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

Level 3:  defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

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

Impairment of Long-Lived Assets

The Company continually 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 the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the 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 reported at the lower of the carrying amount or the fair value less costs to sell.

Property and Equipment

Property and equipment are stated at cost and depreciated on the straight-line method over the estimated life of the asset, which is 3 years.

Intangible Asset

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.

As of October 31, 2022 the Company capitalized website development costs of $ 6,325 , which is being amortized over a three-year life, and recognized $2,308 worth of amortization expense. The Company also purchased video recording software at a cost of $10,000, which will be amortized over three years. As of October 31, 2022, the software was amortized in the amount of $ 1,250 . The Company expects to recognize amortization expense of $5,442 annually for the next two fiscal years and $3,244 of amortization expense in the fiscal year ending July 31, 2025.

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Income Taxes

The Company follows the liability method of accounting for income taxes.  Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences).  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.

Revenue Recognition

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: 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.

The Company’s revenues are recognized at a point-in-time as ownership of software (when it is approved by the customer) is transferred at a distinct point in time 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.

The Company plans to collect payment from customers prior to transferring ownership of the software and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of the software the Company recognizes deferred revenue until the transfer is made. During the three months ended October 31, 2022 and 2021, the Company's revenue was $3,100 and $0, respectively. As of October 31, 2022 and July 31, 2022 the Company had no deferred revenue.

Basic Income (Loss) Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 'Earnings per Share, which requires 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.

Recent Accounting Pronouncements

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.

NOTE 4 – COMMON STOCK

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

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

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

During October 2022 the Company issued 168,134 shares of common stock for cash proceeds of $5,044 at $0.03 per share.

As of October 31, 2022 and July 31, 2022, the Company had 4,738,301 and 4,500,000 shares issued and outstanding, respectively.

NOTE 5 – RELATED PARTY TRANSACTIONS

In support of the Company’s 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.

Effective August 31, 2018 the 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 had advanced the Company $ 42,754 as of October 31, 2022 under the Loan Agreement, of which $3,310 was advanced during the three months ended October 31, 2022 and $3,100 was repaid.

Effective 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 October 31, 2022 no amounts are outstanding for this second Loan Agreement.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Contractual Commitments

The Company has entered into no contractual commitments as of October 31, 2022.

Litigation

The Company was not subject to any legal proceedings during the period from August 31, 2018 (Inception) to October 31, 2022 and no legal proceedings are currently pending or threatened to the best of our knowledge.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from October 31, 2022 to the date the financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than those described below.

During November 2022 the Company issued 328,401 shares of common stock for cash proceeds of $9,852 at $0.03 per share.

On December 2, 2022, the Company issued 39,400 shares of common stock for cash proceeds of $1,182 at $0.03 per share.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

DESCRIPTION OF BUSINESS

In General

Tofla Megaline was incorporated in the state of Nevada on August 31, 2018. Tofla Megaline has only one officer and director who is Rodolfo Guerrero Angulo . We are a development stage Company and operate in the business of software development for robotic devices. We plan to provide easy-to-use, high quality and cost-effective automation AI solutions. Tofla Megaline will be focusing on both stand-alone and integrated solutions in order to cover a broader selection of services, especially in the surveillance area. Using autonomous robotic units as a means of surveillance is a new tendency all over the globe. Robotic units can be used for patrolling warehouses, malls, backyards, office areas and buildings etc. Our focus is going to be developing specialized software for the units that will cover all the necessary functionality for surveillance and data transfer. We intend to engage in business activity, however, there is no assurance that we will be successful in developing our marketable product.

We intend to design and operate our systems as a solution to be integrated with already existing control equipment and security systems, or separately as standalone versions. We are also planning to extend the diversity of our products and develop software for service industry, like delivery services or health care. Our initial steps will be developing software which is easily integrated into existing security and video surveillance systems as well as custom solutions in addition to existing surveillance systems. We also consider developing software which can be programmed to move in a given direction for long distances, make time reminders, respond to voices, recognize and complete commands.

Software Description

Robotic units using Tofla’s intended software are going to be programmed to follow specific routes while recording current situation with built-in cameras and analyzing it. Inner systems will use infrared lighting to allow the camera to take the picture at any time of the day and sensitive microphones for the most accurate recording of all sounds. Visual and audio data will be streamed to responsible personnel in real time and also recorded for storage at a remote server. The units will be able to detect security violations and send notifications or pursue trespassers in order to identify and gather their parameters which may then be used for law enforcement purposes. The units will be capable of giving warnings using light and audio.

Tofla software will enable robots to operate both indoors and outdoors on different surfaces. Such robots may be easily stored at any location when not needed. However, their main focus will be 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.

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Potential clients

We plan to offer our product to owners of big spaces such as parking lots, shopping malls, factories, corporate facilities, warehouses, restricted areas, private areas, airports, stations, educational and state institutions.

Marketing

We believe that the key marketing strategy for our type of business is online marketing. We plan to advertise our Company on the Internet via Google AdWords and Yahoo 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, its applicable features, advantages and contact information. Tofla Megaline is also going to create and maintain profiles in social networking websites like Twitter, Facebook and Instagram.

We intend to maintain an extensive marketing 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

Software development market is rapidly growing day by day and there is a big number of companies operating in this domain. Our key feature is developing software for security purposes, ranging from surveillance and transferring visual data to a remote server to pursuing potential trespassers. Entry level barriers of the industry are relatively low and accessible which leads to an extremely high level of competition. We believe there are not too many developers of security software in Mexico and there is a niche to be occupied. We intend to focus and attend to individual needs of each of our potential clients.

Insurance

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.

Employees; Identification of Certain Significant Employees.

We 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.

Offices

Our business office is located at Manzanillo 33. 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.

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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.

Results of Operations for the three months ended October 31, 2022 and 2021:

Revenue

During the three months ended October 31, 2022 and 2021, we generated $3,100 and $0, of revenue respectively.

Operating expenses

Total operating expenses for the three months ended October 31, 2022 and 2021 were $7,066 and $11,400, respectively. The operating expenses for the three months ended October 31, 2022 and 2021 included General and Administrative expenses of $3,516 and $11,200; Amortization Expense of $1,360 and $200; and Server Rental of $2,190 and $0, respectively.

Net Loss

Our net loss for the three months ended October 31, 2022, and 2021 was $3,966 and $11,400, respectively.

Liquidity and Capital Resources and Cash Requirements

As of October 31, 2022, the Company had cash of $2,380 ($436 as of July 31, 2022). Furthermore, the Company had a negative working capital of $34,644 as of October 31, 2022.

During the three months ended October 31, 2022, the Company used $5,415 of cash in operating activities due to its net loss $3,966 and increase in Prepaid Expense of $2,810, offset by Accumulated Amortization of $1,361.

During the three months ended October 31, 2021, the Company used $11,677 of cash in operating activities due to its net loss $11,400 and increase in Prepaid Expense of $477, offset by Accumulated Amortization of $200.

During the three months ended October 31, 2022 and 2021, the Company used $0 and $2,940 of cash in investing activities, respectively.

During the three months ended October 31, 2022 and 2021, the Company generated $7,359 and $10,717 of cash in financing activities, respectively.

OFF BALANCE SHEET ARRANGEMENTS

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

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation as of October 31, 2022, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

During the period ending October 31, 2022, there were no pending or threatened legal actions against us.

Item 1A.

Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3.

Defaults Upon Senior Securities

Not Applicable.

Item 4.

Mine Safety Disclosures

Not Applicable.

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Item 5.

Other Information

There is no other information required to be disclosed under this item that has not previously been reported.

Item 6.

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.

SIGNATURES

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

TOFLA MEGALINE CORPORATION
Date:   December 12, 2022	By:	/s/ Rodolfo Guerrero Angulo
		Rodolfo Guerrero Angulo Chief Executive Officer President, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)

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