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TOFLA Megaline Inc. reported that director Alejandro Araujo resigned from its Board of Directors, effective immediately upon delivery of his resignation letter on June 4, 2026. His resignation also covered all committees of the Board on which he served.
Mr. Araujo confirmed that his decision was not due to any disagreement with the company regarding its operations, policies, or practices. The Board plans to evaluate candidates to fill the resulting vacancy on the Board.
Tofla Megaline Inc. reported that on December 26, 2025 it received a notice of default on certain convertible promissory notes that matured on March 31, 2025 with no repayments made, which constitutes an event of default under the notes. The default relates to a principal amount of $524,000, with a claimed 150% default amount due of $863,497.40 as of late 2025, after a prior partial payment of $85,000. The company has a five-business-day cure period from December 26, 2025 to remit full payment and cure the default. If the default is not cured, the noteholders may accelerate the debt, enforce collateral agreements over property referred to as “The Boundary” in Atlanta, and pursue other remedies including conversion rights, collection actions, and recovery of attorney’s fees and costs.
Katerine Calero filed an amended Schedule 13D reporting beneficial ownership of 4,500,000 shares of Tofla Megaline Inc. common stock, representing 76.2% of the outstanding class.
The shares were acquired under a Stock Purchase and Escrow Agreement in which Thomas Crest Capital agreed to buy 4,500,000 shares from Rodolfo Guerrero Angulo for a purchase price of $590,000, and were later assigned for no consideration first to Alice Group USA LLC and then to Alice Group Ltd., both controlled by Calero. She reports sole voting and dispositive power over all 4,500,000 shares and states that the stake is held for investment purposes, with no current plans for corporate actions such as mergers, asset sales, or changes in the board, while reserving the right to buy or sell additional shares based on market conditions.
TOFLA Megaline Inc. filed a Form 12b-25 (NT 10-K) stating its Annual Report on Form 10-K for the year ended July 31, 2025 could not be filed on time due to the need for additional time to compile and review information to ensure adequate disclosure.
The company states the Form 10-K will be filed on or before the 15th calendar day following the prescribed due date. The notice lists CEO Dilip Petigara as the contact at (215) 327-9960.
TOFLA Megaline Inc. (TFLM) reported a board change after the unexpected passing of director Anthony Merchant. The company was informed on October 21, 2025, and expressed condolences to his family and friends. The Board of Directors intends to evaluate candidates to potentially fill the vacancy.