Tofla Megaline stake: Calero reports 4.5M shares, 76.2% holding

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.

Rhea-AI Filing Summary

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.

Insights

Governance and Ownership Analyst

Calero discloses a 4.5M-share, 76.2% stake in Tofla Megaline.

The disclosure shows that Katerine Calero, through entities she controls, beneficially owns 4,500,000 shares of Tofla Megaline common stock, equal to 76.2% of the outstanding class. She reports sole voting and dispositive power over these shares, indicating highly concentrated ownership in a single investor.

The path of ownership runs from Thomas Crest Capital’s agreement to purchase the 4,500,000 shares from Rodolfo Guerrero Angulo for $590,000, followed by assignments at no additional consideration to Alice Group USA LLC and then Alice Group Ltd., both controlled by Calero. This structure clarifies who ultimately controls the stake and formalizes relationships among the entities involved.

Calero characterizes the holdings as being for investment purposes and explicitly states she has no current plans for the types of strategic actions listed in Item 4, while reserving the ability to buy or sell shares depending on market conditions. Future company developments and governance decisions may therefore be significantly influenced by this large, disclosed ownership position.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in Tofla Megaline Inc. (TFLM) does Katerine Calero report?

The report states that Katerine Calero beneficially owns 4,500,000 shares of Tofla Megaline Inc. common stock, representing 76.2% of the outstanding class.

How did Katerine Calero acquire her 4,500,000 TFLM shares?

Thomas Crest Capital entered into a Stock Purchase and Escrow Agreement on December 31, 2024 to acquire 4,500,000 shares from Rodolfo Guerrero Angulo for $590,000. Those shares were then assigned for no consideration to Alice Group USA LLC on January 31, 2025 and to Alice Group Ltd. on May 5, 2025, both of which are controlled by Calero.

What voting and dispositive powers over TFLM shares does Katerine Calero report?

The disclosure lists sole voting power over 4,500,000 shares and sole dispositive power over the same 4,500,000 shares, with no shared voting or dispositive power.

What is the stated purpose of Katerine Calero’s investment in Tofla Megaline (TFLM)?

Calero states that she acquired the securities of Tofla Megaline for investment purposes in the ordinary course of business and that she currently has no plans or proposals for actions such as mergers, major asset sales, or changes in the board as described in Item 4(a)–(j).

Does the disclosure mention any contracts or agreements related to Calero’s TFLM shares?

Yes. It describes a Stock Purchase and Escrow Agreement under which 4,500,000 shares were purchased for $590,000, and two assignment agreements dated January 31, 2025 and May 5, 2025 transferring the shares between Alice Group USA LLC and Alice Group Ltd., all of which are referenced as exhibits.

Are there any legal proceedings disclosed involving Katerine Calero in relation to TFLM?

The report states that during the last five years, the reporting person has not been convicted in a criminal proceeding and has not been a party to civil proceedings resulting in judgments or orders involving federal or state securities law violations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/15/2025 - 04:01 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Tofla Megaline Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.001 PER SHARE

(Title of Class of Securities)

88905N100

(CUSIP Number)

Katerine Calero
c/o TOFLA Megaline, Inc., 1389 Peachtree Street NE
Atlanta, GA, 30309
215-327-9960

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 88905N100

1

Name of reporting person

Calero Katerine A

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,500,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,500,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,500,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

76.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, PAR VALUE $.001 PER SHARE
(b)	Name of Issuer: Tofla Megaline Inc.
(c)	Address of Issuer's Principal Executive Offices: c/o TOFLA Megaline, Inc., 1389 Peachtree Street NE, Atlanta, GEORGIA , 30309.
Item 2.	Identity and Background
(a)	Katerine Calero
(b)	c/o TOFLA Megaline, Inc., 1389 Peachtree Street NE, Atlanta, GA 30309
(c)	Not applicable.
(d)	During the last five years, the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
(e)	During the last five years, the Reporting Persons has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	On December 31, 2024, Thomas Crest Capital, a company controlled by Raoul Thomas, the husband of the Reporting Person, entered into a Stock Purchase and Escrow Agreement to acquire 4,500,000 shares of common stock from Rodolfo Guerrero Angulo, which shares were assigned to Alice Group USA LLC on January 31, 2025 as of the closing date for no consideration. On May 5, 2025, Alice Group USA LLC assigned 4,500,000 shares of common stock to Alice Group Ltd. for no consideration. The Reporting Person controls Alice Group USA LLC and Alice Group Ltd.
Item 4.	Purpose of Transaction
	The Reporting Person has acquired the securities of the Issuer for investment purposes, and such purchases have been made in the Reporting Person's ordinary course of business. The Reporting Person has no plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market or in privately negotiated transactions, or to dispose of securities of the Issuer, depending on market conditions and other factors.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Persons.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Except as described in this Schedule 13D, Reporting Person has not effectuated any other transactions involving the securities in the last 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On December 31, 2024, Thomas Crest Capital, a company controlled by Raoul Thomas, the husband of the Reporting Person, entered into a Stock Purchase and Escrow Agreement to acquire 4,500,000 shares of common stock from Rodolfo Guerrero Angulo, which shares were assigned to Alice Group USA LLC on January 31, 2025 as of the closing date for no consideration. The 4,500,000 shares of common stock represent approximately 76.2% of the Issuer's outstanding Common Stock. The purchase price for the shares was $590,000. The Stock Purchase Agreement contains customary representations, warranties, and covenants of the parties, including with respect to the transfer of the shares and related matters. On May 5, 2025, Alice Group USA LLC assigned 4,500,000 shares of common stock to Alice Group Ltd. for no consideration. The Reporting Person controls Alice Group USA LLC and Alice Group Ltd. A copy of the Stock Purchase Agreement, the Assignment dated January 31, 2025 and the Assignment dated May 5, 2025 are filed as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, to this Schedule 13D and are incorporated by reference herein. Other than the Stock Purchase Agreement, the Assignment dated January 31, 2025 and the Assignment dated May 5, 2025 described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1 Stock Purchase Agreement, dated as of February 3, 2025, by and between Alice Group USA LLC and Rodolfo Guerrero Angulo (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on [Insert exact filing date, e.g., May 5, 2025 or the actual date from the 8-K]). 99.2 Assignment between Alice Group USA LLC and Alice Group Ltd. dated January 31, 2025 99.3 Assignment between Alice Group USA LLC and Alice Group Ltd. dated May 5, 2025

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Calero Katerine A

Signature:	/s/ Katerine Calero
Name/Title:	Katerine Calero/Manager
Date:	12/15/2025