---
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"
generated_at: "2026-05-27T04:08:42.185591+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Alice Group USA acquires 84.1% of TOFLA Megaline for $590k; Katerine Calero becomes CEO/CFO

## Summary
- 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.

## SEC filing metadata
- accession: 0001731122-25-000159
- form_type: 8-K
- cik: 0001885849
- company_name: Tofla Megaline Inc.
- filed_at: 2025-02-03T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 5.01, 5.02
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001731122-25-000159
- JSON: https://secwatch.observer/filing/0001731122-25-000159.json
- Plain text: https://secwatch.observer/filing/0001731122-25-000159.txt

## Key facts
- Executive change
  Rodolfo Guerrero Angulo resigned as executive officer and a director at Tofla Megaline Inc..
  - Action: resigned
  - Role: executive officer and a director
  source text: Following the appointment of Ms. Calero, Rodolfo Guerrero Angulo resigned as an executive officer and a director of the Company
  evidence_url: https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm
- Executive change
  Katerine Calero was appointed as Chief Executive Officer, Chief Financial Officer and Secretary at Tofla Megaline Inc..
  - Action: appointed
  - Role: Chief Executive Officer, Chief Financial Officer and Secretary
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm
- Executive change
  Marquez Hernandez Maria De Lourdes resigned as director at Tofla Megaline Inc..
  - Action: resigned
  - Role: director
  source text: and Marquez Hernandez Maria De Lourdes resigned as a director of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm
- M&A Transactions
  Tofla Megaline Inc. underwent a change of control involving Alice Group USA LLC for $590,000 (closed 2025-02-03).
  - Action: change of control
  - Counterparty: Alice Group USA LLC
  - Consideration: $590,000
  - Closing: 2025-02-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1885849/000173112225000159/0001731122-25-000159-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.