{"schema_version":"secwatch.filing_event.v1","accession":"0001731122-25-000159","form_type":"8-K","ticker":null,"cik":"0001885849","company_name":"Tofla Megaline Inc.","filed_at":"2025-02-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:05.481170+00:00","generated_at":"2026-05-27T04:08:42.185591+00:00","sec_items":["5.01","5.02"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Alice Group USA acquires 84.1% of TOFLA Megaline for $590k; Katerine Calero becomes CEO/CFO","bullets":["Alice Group USA LLC acquired 4.5M shares (84.1% of outstanding) from Rodolfo Guerrero Angulo for $590,000; closed Feb 3, 2025.","Katerine Calero (age 40, formerly CGI Merchant Group) appointed as director, CEO, CFO, and Secretary on Jan 30, 2024.","Rodolfo Guerrero Angulo resigned as executive officer and director; Marquez Hernandez Maria De Lourdes resigned as director.","Katerine Calero holds voting control over the acquired shares, effecting a change in control of the company."],"urls":{"canonical":"https://secwatch.observer/filing/0001731122-25-000159","json":"https://secwatch.observer/filing/0001731122-25-000159.json","markdown":"https://secwatch.observer/filing/0001731122-25-000159.md","text":"https://secwatch.observer/filing/0001731122-25-000159.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/e6334_8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-27T04:08:42.185591+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"00feaef9a2","claim":"Rodolfo Guerrero Angulo resigned as executive officer and a director at Tofla Megaline Inc..","evidence_excerpt":"Following the appointment of Ms. Calero, Rodolfo Guerrero Angulo resigned as an executive officer and a director of the Company","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"executive officer and a director"}],"fact_type":"executive_change"},{"claim_id":"3289eeffd6","claim":"Katerine Calero was appointed as Chief Executive Officer, Chief Financial Officer and Secretary at Tofla Megaline Inc..","evidence_excerpt":"On January 30, 2024, Katerine Calero was appointed as a member of the Board of Directors of the Company and as Chief Executive Officer, Chief Financial Officer and Secretary of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Chief Executive Officer, Chief Financial Officer and Secretary"}],"fact_type":"executive_change"},{"claim_id":"ba8fd59964","claim":"Marquez Hernandez Maria De Lourdes resigned as director at Tofla Megaline Inc..","evidence_excerpt":"and Marquez Hernandez Maria De Lourdes resigned as a director of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"7a8bf3ea4476d036da1ca209945bd1baba65366c","claim":"Tofla Megaline Inc. underwent a change of control involving Alice Group USA LLC for $590,000 (closed 2025-02-03).","evidence_excerpt":"Inc. (the “Company”), representing approximately 84.1% of the Company’s outstanding shares of common stock. Pursuant to the Agreement, Purchaser agreed to pay Mr. Angulo $590,000. The closing occurred on February 3, 2025. Katerine Calero has control and voting power over the Shares held by Purchaser. The Closing of the Agreement effectuated a change in","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm","confidence":0.98,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Alice Group USA LLC"},{"label":"Consideration","value":"$590,000"},{"label":"Closing","value":"2025-02-03"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}