false --07-31 2024 Q3 0001885849 0001885849 2023-08-01 2024-04-30 0001885849 2024-06-11 0001885849 2024-04-30 0001885849 2023-07-31 0001885849 2024-02-01 2024-04-30 0001885849 2023-02-01 2023-04-30 0001885849 2022-08-01 2023-04-30 0001885849 us-gaap:CommonStockMember 2022-07-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2022-07-31 0001885849 us-gaap:RetainedEarningsMember 2022-07-31 0001885849 2022-07-31 0001885849 us-gaap:CommonStockMember 2022-10-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2022-10-31 0001885849 us-gaap:RetainedEarningsMember 2022-10-31 0001885849 2022-10-31 0001885849 us-gaap:CommonStockMember 2023-01-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2023-01-31 0001885849 us-gaap:RetainedEarningsMember 2023-01-31 0001885849 2023-01-31 0001885849 us-gaap:CommonStockMember 2023-07-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2023-07-31 0001885849 us-gaap:RetainedEarningsMember 2023-07-31 0001885849 us-gaap:CommonStockMember 2023-10-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2023-10-31 0001885849 us-gaap:RetainedEarningsMember 2023-10-31 0001885849 2023-10-31 0001885849 us-gaap:CommonStockMember 2024-01-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2024-01-31 0001885849 us-gaap:RetainedEarningsMember 2024-01-31 0001885849 2024-01-31 0001885849 us-gaap:CommonStockMember 2022-08-01 2022-10-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2022-08-01 2022-10-31 0001885849 us-gaap:RetainedEarningsMember 2022-08-01 2022-10-31 0001885849 2022-08-01 2022-10-31 0001885849 us-gaap:CommonStockMember 2022-11-01 2023-01-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2022-11-01 2023-01-31 0001885849 us-gaap:RetainedEarningsMember 2022-11-01 2023-01-31 0001885849 2022-11-01 2023-01-31 0001885849 us-gaap:CommonStockMember 2023-02-01 2023-04-30 0001885849 us-gaap:AdditionalPaidInCapitalMember 2023-02-01 2023-04-30 0001885849 us-gaap:RetainedEarningsMember 2023-02-01 2023-04-30 0001885849 2023-04-30 0001885849 us-gaap:CommonStockMember 2023-08-01 2023-10-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2023-08-01 2023-10-31 0001885849 us-gaap:RetainedEarningsMember 2023-08-01 2023-10-31 0001885849 2023-08-01 2023-10-31 0001885849 us-gaap:CommonStockMember 2023-11-01 2024-01-31 0001885849 us-gaap:AdditionalPaidInCapitalMember 2023-11-01 2024-01-31 0001885849 us-gaap:RetainedEarningsMember 2023-11-01 2024-01-31 0001885849 2023-11-01 2024-01-31 0001885849 us-gaap:CommonStockMember 2024-02-01 2024-04-30 0001885849 us-gaap:AdditionalPaidInCapitalMember 2024-02-01 2024-04-30 0001885849 us-gaap:RetainedEarningsMember 2024-02-01 2024-04-30 0001885849 us-gaap:CommonStockMember 2023-04-30 0001885849 us-gaap:AdditionalPaidInCapitalMember 2023-04-30 0001885849 us-gaap:RetainedEarningsMember 2023-04-30 0001885849 us-gaap:CommonStockMember 2024-04-30 0001885849 us-gaap:AdditionalPaidInCapitalMember 2024-04-30 0001885849 us-gaap:RetainedEarningsMember 2024-04-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 April 30, 2024

 

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)
 
 

 

Blvd Porta Trento 122 CP, Blvd Porta Fontana. C.P. Leon,

Guanajuato, Mexico, 37134

 

 

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: 5,352,035 common shares issued and outstanding as of June 11, 2024.

 

 

 
 

 

TOFLA MEGALINE INC.

FORM 10-Q

Quarterly Period Ended April 30, 2024

 

INDEX

 

    Page
PART I  FINANCIAL INFORMATION:  
     
Item 1. Condensed Financial Statements (Unaudited) 4
  Condensed Balance Sheets as of April 30, 2024 (Unaudited) and July 31, 2023 5
  Condensed Statements of Operations for the three and nine months ended April 30, 2024 and 2023 (Unaudited) 6
  Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended April 30, 2024 and 2023 (Unaudited) 7
  Condensed Statements of Cash Flows for the nine months ended April 30, 2024 and 2023 (Unaudited) 8
  Notes to the Condensed Financial Statements (Unaudited) 9
     
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 18
     
Item 1A Risk Factors 18
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
     
Item 3. Defaults Upon Senior Securities 18
     
Item 4. Mine Safety Disclosures 18
     
Item 5. Other Information 18
     
Item 6. Exhibits 18
     
Signatures   19

 

 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

The accompanying interim financial statements of Tofla Megaline Inc. (“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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 
 

 

 

TOFLA MEGALINE INC.

CONDENSED BALANCE SHEETS

 

    April 30, 2024   July 31, 2023
    (Unaudited)    
         
ASSETS        
Current Assets        
Cash $ - $ 22,010
Prepaid Expenses   1,600   6,400
Total Current Assets   1,600   28,410
         
Intangible Assets, Net   31,869   26,575
         
TOTAL ASSETS $ 33,469 $ 54,985
         
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)        
Liabilities        
Current Liabilities        
Accounts Payable $ - $ 6,000
Related Party Loan   55,690   47,835
Total Current Liabilities   55,690   53,835
Total Liabilities   55,690   53,835
         
Stockholders’ Equity (Deficit)        

Common Stock, $0.001 par value, 75,000,000 shares authorized,

5,352,035 shares issued and outstanding as of April 30, 2024 and July 31, 2023

   5,352   5,352
Additional Paid-in Capital   24,709   24,709
Accumulated Deficit   (52,282)   (28,911)
Total Stockholders’ Equity (Deficit)   (22,221)   1,150
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) $ 33,469 $ 54,985

 

 

 

 

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

 

 

5

 
 

 

TOFLA MEGALINE INC.

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

 

   

Three months ended

April 30, 2024

  

Three months ended

April 30, 2023

  

Nine

months ended

April 30, 2024

  

Nine

months ended

April 30, 2023

Revenues                
Software Sales $ - $ 44,400 $ 21,700 $ 51,350
Total Revenues   -   44,400   21,700   51,350
                 
Operating Expenses                
Amortization Expense   4,902   3,236   14,706   6,818
General and Administrative Expenses   3,250   25,463   15,828   32,375
Server Rental   4,800   1,935   14,400   7,920
Total Operating Expenses   12,952   30,634   44,934   47,113

 

Net Income (Loss) from Operations

   (12,952)   13,766   (23,234)   4,237
Income Tax Expense   -   -   137   -
                 
Net Income (Loss)  $ (12,952) $ 13,766 $ (23,371) $ 4,237
                 
Income (Loss) per Common Share – Basic & Diluted $ (0.00) $ 0.00 $ (0.00) $ 0.00
                 
Weighted Average Number of Common Shares Outstanding-Basic & Diluted   5,352,035   5,352,035   5,352,035   5,026,349
                 

 

 

 

 

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

 

 

6

 
 

TOFLA MEGALINE INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the three and nine months ended April 30, 2024 and 2023

(Unaudited)

 

 

                   
  Common Stock   Additional Paid-in-Capital  

Accumulated

Deficit

   Total
Shares   Amount
                   
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)
Common shares issued for cash 613,734   614   17,798   -   18,412
Net loss for the period -   -   -   (5,563)   (5,563)
Balance as of January 31, 2023 5,352,035   5,352   24,709   (39,089)   (9,028)
Net income for the period -   -   -   13,766   13,766
Balance as of April 30, 2023 5,352,035 $ 5,352 $ 24,709 $ (25,323) $ 4,738
                   
                   
Balance as of July 31, 2023 5,352,035 $ 5,352 $ 24,709    $ (28,911)   $ 1,150
Net loss for the period -   -   -   (17,590)   (17,590)
Balance as of October 31, 2023 5,352,035   5,352   24,709     (46,501)    (16,440)
Net income for the period -   -   -   7,171   7,171
Balance as of January 31, 2024 5,352,035   5,352   24,709     (39,330)    (9,269)
Net loss for the period -   -   -   (12,952)   (12,952)
Balance as of April 30, 2024 5,352,035 $ 5,352 $ 24,709    $ (52,282)   $ (22,221)
                   
                         

 

 

 

 

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

 

 

7

 
 

TOFLA MEGALINE INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Nine months ended

April 30, 2024

  

Nine months ended

April 30, 2023

OPERATING ACTIVITIES        
Net Income (Loss) $ (23,371) $ 4,237
Adjustments to reconcile Net Income
to net cash provided by operations:		        
Amortization   14,706   6,818
Changes in operating assets and liabilities:        
Accounts Receivable   -   (27,000)
Prepaid Expense   4,800   2,920
Accounts Payable   (6,000)   20,000
Cash Flows Provided by (Used in) Operating Activities   (9,865)   6,975
         
INVESTING ACTIVITIES        
Purchase of Intangible Assets   (20,000)   (22,500)
Cash Flows Used in Investing Activities   (20,000)   (22,500)
         
FINANCING ACTIVITIES        
Proceeds from the sale of common stock   -   25,561
Repayments on related party loan   (23,350)   (3,100)
Proceeds from related party loan   31,205   9,991
Cash Flows Provided by Financing Activities   7,855   32,452
         
Net cash increase (decrease) for period   (22,010)   16,927
Cash at beginning of period   22,010   436
Cash at end of period $ - $ 17,363
         
SUPPLEMENTAL CASH FLOW INFORMATION        
Cash paid during the period for:        
Interest $ - $ -
Income taxes $ - $ -
         

 

 

 

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

 

8

 
 

TOFLA MEGALINE INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2024

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Tofla Megaline Inc. (“the Company” or “we”) was incorporated under the laws of the State of Nevada, U.S. on August 31, 2018 (Inception). We are a development-stage company operating in the business of developing software for security systems in Mexico.

 

NOTE 2 - GOING CONCERN

 

The unaudited condensed 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 net loss of $23,371 for the nine months ended April 30, 2024. The Company has limited revenues and an accumulated deficit of $52,282 as of April 30, 2024 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 loans from directors and/or the 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 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 nine months ended April 30, 2024, are not necessarily indicative of the operating results that may be expected for the year ending July 31, 2024. These unaudited condensed financial statements should be read in conjunction with the July 31, 2023 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.

 

9

 
 

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 three 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. Costs incurred to renew or extend the life of an intangible asset are expensed as incurred. The Company recognizes amortization in the month after the asset is placed in service.

 

In September 2021 the Company capitalized website development costs of $6,325, which is being amortized over a three-year life. As of April 30, 2024, the accumulated amortization for the software was $5,470.

 

10

 
 

The Company also purchased video recording software at a cost of $10,000, which will be amortized over three years. As of April 30, 2024, the accumulated amortization related to the software was $6,250.

 

In November 2022 the Company purchased software for solutions for designing a perimeter security system at a cost of $15,500 which will be amortized over three years. In August 2023 the Company bought features for the software at a cost of $20,000 which will be amortized over three years As of April 30, 2024, the accumulated amortization for the software was $12,319.

 

In January 2023 the Company purchased a Global Brandmauer for remote management via the internet at a cost of $7,000 which will be amortized over three years. As of April 30, 2024, the accumulated amortization for the software was $2,917.

 

The Company had the following intangible assets as of April 30, 2024 and July 31, 2023:

 

  As of April 30, 2024 As of July 31, 2023
Website Development Costs $ 6,325 $ 6,325
Video Recording Software   10,000   10,000
Software for Solutions for Designing a Perimeter Security System   15,500   15,500
Features for Software   20,000   -
Global Brandmauer for Remote Management via the Internet   7,000   7,000
Accumulated Amortization   (26,956)   (12,250)
Intangible Assets, Net $ 31,869 $ 26,575

 

During the three months ended April 30, 2024 and 2023 the Company recorded amortization expense of $4,902 and $3,236, respectively. During the nine months ended April 30, 2024 and 2023 the Company recorded amortization expense of $14,706 and $6,818, respectively.

 

The Company expects to recognize amortization expense for the remainder of fiscal year ending July 31, 2024 of $4,902, amortization expense of $17,411 for the fiscal year ending July 31, 2025, and amortization expense of $9,556 for the fiscal year ending July 30, 2026.

 

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.

11

 
 

The Company generates revenue through the sale of software and by providing consulting or technical support services. For the sale of software, revenue is recognized at the point in time when the ownership of software (as approved by the customer) is transferred 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. For consulting or technical support services, revenue is recognized as the services are provided.

 

The Company generally collects payment from customers prior to transferring ownership of software or at the end of any service period and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of software or before services are performed the Company recognizes deferred revenue until the transfer is made or services are provided. During the nine months ended April 30, 2024 and 2023, the Company’s revenue was $21,700 and $51,350, respectively. As of April 30, 2024 and July 31, 2023 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 the 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. 

 

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.

 

During November 2022 the Company issued 328,400 shares of common stock for cash proceeds of $9,852 at $0.03 per share.

 

During December 2022 the Company issued 285,334 shares of common stock for cash proceeds of $8,560 at $0.03 per share.

 

As of April 30, 2024 and July 31, 2023 the Company had 5,352,035 shares issued and outstanding.

 

12

 
 

 

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. 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. Both loan agreements are non-binding and discretionary, bear no interest, are unsecured, and have no fixed due date, therefore, any amounts outstanding under these agreements are considered due on demand. The Company’s CEO and sole director was due $55,690 as of April 30, 2024 under the loan agreements, where during the nine months ended April 31, 2024 $31,205 was advanced to the Company and the Company made repayments of $23,350.

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Contractual Commitments

The Company has entered into no contractual commitments as of April 30, 2024. 

 

Litigation

The Company was not subject to any legal proceedings during the period from August 31, 2018 (Inception) to April 30, 2024 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 April 30, 2024 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.

 

 

13

 
 

 



Item 2.		 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

DESCRIPTION OF BUSINESS

 

In General

Tofla Megaline Inc. (“Tofla” or “we” or "the Company") was incorporated in the state of Nevada on August 31, 2018. Tofla 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 provide easy-to-use, high quality and cost-effective automation AI solutions. Tofla is focused 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, buildings, etc. Our focus is on developing specialized software for the units that will cover all the necessary functionality for surveillance and data transfer. We have initiated business activities and have generated revenues, however, there is no assurance that we will be successful in developing our marketable product.

We specialize in software development for control equipment and security systems, with a focus on enhancing navigation capabilities, optimizing patrol routes, and seamless integration with existing surveillance systems. Our solutions can be integrated with established control equipment and security systems, or used as independent versions. Our current projects involve software integration with security and video surveillance systems, along with the development of customizable solutions that support long-distance navigation, and task completion. We also consider developing software solution that enables autonomous charging and docking, allowing robots autonomously return to charging stations, as well as enhancing gesture and voice recognition features.

Software Description

 

The software programs robotic units to follow specific routes while recording current situation with built-in cameras and analyzing them. Our system allows for real-time image transmission to the owner's device and features a GSM alarm function, enabling remote control over the internet to command the robot to respond to triggered sensors. The robotic units' patrol routes dynamically adapt based on emerging alarm situations, ensuring swift response to potential threats. The robotic units are 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 software enables robotic units to operate both indoors and outdoors on different surfaces. Such robotic units may be easily stored at any location when not needed. However, their main focus is 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.

 

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.

 

14

 
 

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 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

 

The 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.

 

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 Blvd Porta Trento 122 CP, Blvd Porta Fontana. C.P., Leon, Guanajuato, Mexico, 37134. 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.

 

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.

 

15

 
 

Results of Operations for the three and nine months ended April 30, 2024 and 2023:

 

Revenue

 

During the three months ended April 30, 2024 and 2023 we generated $0 and $44,400 of revenue, respectively.

 

During the nine months ended April 30, 2024 and 2023 we generated $21,700 and $51,350 of revenue, respectively.

 

Operating expenses

 

Total operating expenses for the three months ended April 30, 2024 and 2023 were $12,952 and $30,634, respectively. The operating expenses for the three months ended April 30, 2024 and 2023 included Amortization Expense of $4,902 and $3,236; General and Administrative expenses of $3,250 and $25,463; and Server Rental of $4,800 and $1,935, respectively.

 

Total operating expenses for the nine months ended April 30, 2024 and 2023 were $44,934 and $47,113, respectively. The operating expenses for the nine months ended April 30, 2024 and 2023 included Amortization Expense of $14,706 and $6,818; General and Administrative expenses of $15,828 and $32,375; and Server Rental of $14,400 and $7,920, respectively.

 

The decrease in general and administrative expense was due to one-time consulting services received in the prior period to obtain DTC eligibility with no similar cost incurred in the current period. The increase in server rental expenses was due to server price increases at the internet service provider and the increase in amortization expense was due to the acquisition of intangible assets over time.

 

Income tax expense for the three months ended April 30, 2024 and 2023 was $0.

 

Income tax expense for the nine months ended April 30, 2024 and 2023 was $137 and $0, respectively.

 

Net Income (Loss)

 

Our net income (loss) for the three months ended April 30, 2024 and 2023 was $(12,952) and $13,766, respectively.

 

Our net income (loss) for the nine months ended April 30, 2024 and 2023 was $(23,371) and $4,237, respectively.

 

Liquidity and Capital Resources and Cash Requirements

 

As of April 30, 2024, the Company had cash of $0 ($22,010 as of July 31, 2023) and had a negative working capital of $54,090 as of April 30, 2024.

 

During the nine months ended April 30, 2024, the Company used $9,865 of cash in operating activities due to its net loss of $23,371, decrease in prepaid expenses of $4,800, decrease in accounts payable of $6,000 and offset by amortization expense of $14,706.

 

16

 
 

During the nine months ended April 30, 2023, the Company used $6,975 of cash in operating activities due to its net income of $4,237, increase in accounts receivable of $27,000, decrease in prepaid expense of $2,920, increase in accounts payable of $20,000, offset by accumulated amortization of $6,818.

 

During the nine months ended April 30, 2024 and 2023, the Company used $20,000 and $22,500 of cash in investing activities, respectively, to acquire intangible assets.

 

During the nine months ended April 30, 2024 the Company generated $7,855 of cash in financing activities due to proceeds from related party loans of $31,205, offset by repayments on related party loans of $23,350.

 

During the nine months ended April 30, 2023 the Company generated $32,452 of cash in financing activities due to proceeds from the sale of common stock of $25,561, proceeds from related party loans of $9,991, offset by repayments on related party loans of $3,100. 

 

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.

 

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 April 30, 2024, 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.

 

17

 
 

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

 

During the period ending April 30, 2024, 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.

 

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.

 

18

 
 

 

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 INC.
     
Date:   June 11, 2024 By: /s/ Rodolfo Guerrero Angulo
   

Rodolfo Guerrero Angulo

Chief Executive Officer

President, Treasurer and Secretary

(Principal Executive, Financial and Accounting Officer) 

 

 

 

 

 

 

 

 

19


     

Exhibit 31.1

  

Certification

 

 

 

I, Rodolfo Guerrero Angulo, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of  TOFLA MEGALINE INC.;

  

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

  

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 

 

 

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
b)  

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability o

 

f financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     
c)   evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
d)   disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
     
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

     
a)   all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
     
b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         

 

 

 

TOFLA MEGALINE INC.
     

Date:   June 11, 2024

 By: /s/ Rodolfo Guerrero Angulo
   

Rodolfo Guerrero Angulo

Chief Executive Officer

President, Treasurer and Secretary

(Principal Executive, Financial and Accounting Officer) 

 

 

 

 

 

 

 

Exhibit 32.1

  

  

CERTIFICATION

  

 

In connection with theAnnual Report of TOFLA MEGALINE INC. (the “Company”) on Form 10-Q for the quarterly period ended April 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Rodolfo Guerrero Angulo, Principal Executive, Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

  

   
   
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

  

   
   
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

 

TOFLA MEGALINE INC.
     
Date:   June 11, 2024 By: /s/ Rodolfo Guerrero Angulo
   

Rodolfo Guerrero Angulo

Chief Executive Officer

President, Treasurer and Secretary

(Principal Executive, Financial and Accounting Officer) 

 

 

 

v3.24.1.1.u2
Cover - shares
 9 Months Ended
Apr. 30, 2024
Jun. 11, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
DocumentQuarterlyReport true  
DocumentTransitionReport false  
DocumentPeriodEndDate Apr. 30, 2024  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --07-31  
File Number 333-260430  
Registrant Name TOFLA MEGALINE INC.  
Entity Central Index Key 0001885849  
TaxIdentificationNumber 37-1911358  
Incorporation State NV  
AddressLine1 Blvd Porta Trento 122 CP, Blvd Porta Fontana. C.P. Leon,  
Address City Guanajuato  
Address Country MX  
AddressPostalZipCode 37134  
City Area Code 52  
Local Phone Number 5541607366  
Current Reporting Status Yes  
Interactive Data Current Yes  
Filer Category Non-accelerated Filer  
Small Business true  
Emerging Growth Company true  
extended transition period false  
Shell Company false  
CommonStockSharesOutstanding   5,352,035
v3.24.1.1.u2
CONDENSED BALANCE SHEETS - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Current Assets    
Cash $ 22,010
Prepaid Expenses 1,600 6,400
Total Current Assets 1,600 28,410
Intangible Assets, Net 31,869 26,575
TOTAL ASSETS 33,469 54,985
Current Liabilities    
Accounts Payable 6,000
Related Party Loan 55,690 47,835
Total Current Liabilities 55,690 53,835
Total Liabilities $ 55,690 $ 53,835
Stockholders’ Equity (Deficit)    
Common Stock, $0.001 par value, 75,000,000 shares authorized, 5,352,035 shares issued and outstanding as of April 30, 2024 and July 31, 2023 $ 5,352 $ 5,352
Additional Paid-in Capital $ 24,709 $ 24,709
Accumulated Deficit (52,282) (28,911)
Total Stockholders’ Equity (Deficit) (22,221) 1,150
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) $ 33,469 $ 54,985
v3.24.1.1.u2
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
Apr. 30, 2024
Jul. 31, 2023
Statement of Financial Position [Abstract]    
CommonStockParOrStatedValuePerShare $ 0.001 $ 0.001
CommonStockSharesAuthorized 75,000,000 75,000,000
CommonStockSharesIssued 5,352,035 5,352,035
CommonStockSharesOutstanding 5,352,035 5,352,035
v3.24.1.1.u2
CONDENSED STATEMENT OF OPERATIONS - USD ($)
 3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Revenues        
Software Sales $ 44,400 $ 21,700 $ 51,350
Total Revenues 44,400 21,700 51,350
Operating Expenses        
Amortization Expense 4,902 3,236 14,706 6,818
General and Administrative Expenses 3,250 25,463 15,828 32,375
Server Rental 4,800 1,935 14,400 7,920
Total Operating Expenses 12,952 30,634 44,934 47,113
  Net Income (Loss) from Operations (12,952) 13,766 (23,234) 4,237
Income Tax Expense 137
Net Income (Loss)  $ (12,952) $ 13,766 $ (23,371) $ 4,237
Income (Loss) per Common Share – Basic & Diluted $ (0.00) $ 0.00 $ (0.00) $ 0.00
Weighted Average Number of Common Shares Outstanding-Basic & Diluted 5,352,035 5,352,035 5,352,035 5,026,349
v3.24.1.1.u2
Statements of Stockholders' Equity - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance, shares       4,500,000
Beginning balance, value at Jul. 31, 2022 $ 4,500 $ (29,560) $ (25,060)
Common shares issued for cash 238 6,911 7,149
Common shares issued for cash       $ 238,301
Net loss for the period $ (3,966) (3,966)
Ending balance, value at Oct. 31, 2022 4,738 6,911 (33,526) (21,877)
Beginning balance, value at Jul. 31, 2022 4,500 (29,560) (25,060)
Net loss for the period       4,237
Ending balance, value at Apr. 30, 2023 5,352 24,709 (25,323) $ 4,738
Balance, shares       4,738,301
Beginning balance, value at Oct. 31, 2022 $ 4,738 $ 6,911 $ (33,526) $ (21,877)
Common shares issued for cash 614 17,798 18,412
Common shares issued for cash       $ 613,734
Net loss for the period $ (5,563) (5,563)
Ending balance, value at Jan. 31, 2023 5,352 24,709 (39,089) $ (9,028)
Balance, shares       5,352,035
Net loss for the period 13,766 $ 13,766
Ending balance, value at Apr. 30, 2023 5,352 24,709 (25,323) $ 4,738
Balance, shares       5,352,035
Balance, shares       5,352,035
Beginning balance, value at Jul. 31, 2023 5,352 24,709 (28,911) $ 1,150
Net loss for the period (17,590) (17,590)
Ending balance, value at Oct. 31, 2023 5,352 24,709 (46,501) (16,440)
Beginning balance, value at Jul. 31, 2023 5,352 24,709 (28,911) 1,150
Net loss for the period       (23,371)
Ending balance, value at Apr. 30, 2024 5,352 24,709 (52,282) $ (22,221)
Balance, shares       5,352,035
Beginning balance, value at Oct. 31, 2023 5,352 24,709 (46,501) $ (16,440)
Net loss for the period 7,171 7,171
Ending balance, value at Jan. 31, 2024 5,352 24,709 (39,330) $ (9,269)
Balance, shares       5,352,035
Net loss for the period (12,952) $ (12,952)
Ending balance, value at Apr. 30, 2024 $ 5,352 $ 24,709 $ (52,282) $ (22,221)
Balance, shares       5,352,035
v3.24.1.1.u2
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
OPERATING ACTIVITIES    
Net Income (Loss) $ (23,371) $ 4,237
Amortization 14,706 6,818
Accounts Receivable (27,000)
Prepaid Expense 4,800 2,920
Accounts Payable (6,000) 20,000
Cash Flows Provided by (Used in) Operating Activities (9,865) 6,975
INVESTING ACTIVITIES    
Purchase of Intangible Assets (20,000) (22,500)
Cash Flows Used in Investing Activities (20,000) (22,500)
FINANCING ACTIVITIES    
Proceeds from the sale of common stock 25,561
Repayments on related party loan (23,350) (3,100)
Proceeds from related party loan 31,205 9,991
Cash Flows Provided by Financing Activities 7,855 32,452
Net cash increase (decrease) for period (22,010) 16,927
Cash at beginning of period 22,010 436
Cash at end of period 17,363
SUPPLEMENTAL CASH FLOW INFORMATION    
Interest
Income taxes
v3.24.1.1.u2
ORGANIZATION AND DESCRIPTION OF BUSINESS
 9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Tofla Megaline Inc. (“the Company” or “we”) was incorporated under the laws of the State of Nevada, U.S. on August 31, 2018 (Inception). We are a development-stage company operating in the business of developing software for security systems in Mexico.

 
v3.24.1.1.u2
GOING CONCERN
 9 Months Ended
Apr. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 2 - GOING CONCERN

 

The unaudited condensed 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 net loss of $23,371 for the nine months ended April 30, 2024. The Company has limited revenues and an accumulated deficit of $52,282 as of April 30, 2024 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 loans from directors and/or the private placement of common stock.  

 
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 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 nine months ended April 30, 2024, are not necessarily indicative of the operating results that may be expected for the year ending July 31, 2024. These unaudited condensed financial statements should be read in conjunction with the July 31, 2023 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.

 

9

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 three 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. Costs incurred to renew or extend the life of an intangible asset are expensed as incurred. The Company recognizes amortization in the month after the asset is placed in service.

 

In September 2021 the Company capitalized website development costs of $6,325, which is being amortized over a three-year life. As of April 30, 2024, the accumulated amortization for the software was $5,470.

 

10

The Company also purchased video recording software at a cost of $10,000, which will be amortized over three years. As of April 30, 2024, the accumulated amortization related to the software was $6,250.

 

In November 2022 the Company purchased software for solutions for designing a perimeter security system at a cost of $15,500 which will be amortized over three years. In August 2023 the Company bought features for the software at a cost of $20,000 which will be amortized over three years As of April 30, 2024, the accumulated amortization for the software was $12,319.

 

In January 2023 the Company purchased a Global Brandmauer for remote management via the internet at a cost of $7,000 which will be amortized over three years. As of April 30, 2024, the accumulated amortization for the software was $2,917.

 

The Company had the following intangible assets as of April 30, 2024 and July 31, 2023:

 

  As of April 30, 2024 As of July 31, 2023
Website Development Costs $ 6,325 $ 6,325
Video Recording Software   10,000   10,000
Software for Solutions for Designing a Perimeter Security System   15,500   15,500
Features for Software   20,000   -
Global Brandmauer for Remote Management via the Internet   7,000   7,000
Accumulated Amortization   (26,956)   (12,250)
Intangible Assets, Net $ 31,869 $ 26,575

 

During the three months ended April 30, 2024 and 2023 the Company recorded amortization expense of $4,902 and $3,236, respectively. During the nine months ended April 30, 2024 and 2023 the Company recorded amortization expense of $14,706 and $6,818, respectively.

 

The Company expects to recognize amortization expense for the remainder of fiscal year ending July 31, 2024 of $4,902, amortization expense of $17,411 for the fiscal year ending July 31, 2025, and amortization expense of $9,556 for the fiscal year ending July 30, 2026.

 

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.

11

The Company generates revenue through the sale of software and by providing consulting or technical support services. For the sale of software, revenue is recognized at the point in time when the ownership of software (as approved by the customer) is transferred 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. For consulting or technical support services, revenue is recognized as the services are provided.

 

The Company generally collects payment from customers prior to transferring ownership of software or at the end of any service period and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of software or before services are performed the Company recognizes deferred revenue until the transfer is made or services are provided. During the nine months ended April 30, 2024 and 2023, the Company’s revenue was $21,700 and $51,350, respectively. As of April 30, 2024 and July 31, 2023 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 the 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.

 

 
v3.24.1.1.u2
COMMON STOCK
 9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
COMMON STOCK

NOTE 4 – COMMON STOCK

 

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

 

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.

 

During November 2022 the Company issued 328,400 shares of common stock for cash proceeds of $9,852 at $0.03 per share.

 

During December 2022 the Company issued 285,334 shares of common stock for cash proceeds of $8,560 at $0.03 per share.

 

As of April 30, 2024 and July 31, 2023 the Company had 5,352,035 shares issued and outstanding.

 

12

 
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS
 9 Months Ended
Apr. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

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. 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. Both loan agreements are non-binding and discretionary, bear no interest, are unsecured, and have no fixed due date, therefore, any amounts outstanding under these agreements are considered due on demand. The Company’s CEO and sole director was due $55,690 as of April 30, 2024 under the loan agreements, where during the nine months ended April 31, 2024 $31,205 was advanced to the Company and the Company made repayments of $23,350.

 
v3.24.1.1.u2
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Apr. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Contractual Commitments

The Company has entered into no contractual commitments as of April 30, 2024. 

 

Litigation

The Company was not subject to any legal proceedings during the period from August 31, 2018 (Inception) to April 30, 2024 and no legal proceedings are currently pending or threatened to the best of our knowledge.

 
v3.24.1.1.u2
SUBSEQUENT EVENTS
 9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
SUBSEQUENT EVENTS

NOTE 7 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events from April 30, 2024 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.
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation

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 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 nine months ended April 30, 2024, are not necessarily indicative of the operating results that may be expected for the year ending July 31, 2024. These unaudited condensed financial statements should be read in conjunction with the July 31, 2023 audited financial statements and notes thereto.

 
Use of Estimates

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.

 

9
Cash and Cash Equivalents

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

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

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

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

 
Intangible Asset

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. Costs incurred to renew or extend the life of an intangible asset are expensed as incurred. The Company recognizes amortization in the month after the asset is placed in service.

 

In September 2021 the Company capitalized website development costs of $6,325, which is being amortized over a three-year life. As of April 30, 2024, the accumulated amortization for the software was $5,470.

 

10

The Company also purchased video recording software at a cost of $10,000, which will be amortized over three years. As of April 30, 2024, the accumulated amortization related to the software was $6,250.

 

In November 2022 the Company purchased software for solutions for designing a perimeter security system at a cost of $15,500 which will be amortized over three years. In August 2023 the Company bought features for the software at a cost of $20,000 which will be amortized over three years As of April 30, 2024, the accumulated amortization for the software was $12,319.

 

In January 2023 the Company purchased a Global Brandmauer for remote management via the internet at a cost of $7,000 which will be amortized over three years. As of April 30, 2024, the accumulated amortization for the software was $2,917.

 

The Company had the following intangible assets as of April 30, 2024 and July 31, 2023:

 

  As of April 30, 2024 As of July 31, 2023
Website Development Costs $ 6,325 $ 6,325
Video Recording Software   10,000   10,000
Software for Solutions for Designing a Perimeter Security System   15,500   15,500
Features for Software   20,000   -
Global Brandmauer for Remote Management via the Internet   7,000   7,000
Accumulated Amortization   (26,956)   (12,250)
Intangible Assets, Net $ 31,869 $ 26,575

 

During the three months ended April 30, 2024 and 2023 the Company recorded amortization expense of $4,902 and $3,236, respectively. During the nine months ended April 30, 2024 and 2023 the Company recorded amortization expense of $14,706 and $6,818, respectively.

 

The Company expects to recognize amortization expense for the remainder of fiscal year ending July 31, 2024 of $4,902, amortization expense of $17,411 for the fiscal year ending July 31, 2025, and amortization expense of $9,556 for the fiscal year ending July 30, 2026.

 
Income Taxes

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

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.

11

The Company generates revenue through the sale of software and by providing consulting or technical support services. For the sale of software, revenue is recognized at the point in time when the ownership of software (as approved by the customer) is transferred 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. For consulting or technical support services, revenue is recognized as the services are provided.

 

The Company generally collects payment from customers prior to transferring ownership of software or at the end of any service period and may require deposits from customers at the time an order is placed. When deposits are collected prior to transferring ownership of software or before services are performed the Company recognizes deferred revenue until the transfer is made or services are provided. During the nine months ended April 30, 2024 and 2023, the Company’s revenue was $21,700 and $51,350, respectively. As of April 30, 2024 and July 31, 2023 the Company had no deferred revenue.

 
Basic Income (Loss) Per Share

Basic Income (Loss) Per Share

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

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.
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 9 Months Ended
Apr. 30, 2024
Accounting Policies [Abstract]  
intangible assets

The Company had the following intangible assets as of April 30, 2024 and July 31, 2023:

 

  As of April 30, 2024 As of July 31, 2023
Website Development Costs $ 6,325 $ 6,325
Video Recording Software   10,000   10,000
Software for Solutions for Designing a Perimeter Security System   15,500   15,500
Features for Software   20,000   -
Global Brandmauer for Remote Management via the Internet   7,000   7,000
Accumulated Amortization   (26,956)   (12,250)
Intangible Assets, Net $ 31,869 $ 26,575
v3.24.1.1.u2
intangible assets (Details) - USD ($)
Apr. 30, 2024
Jul. 31, 2023
Accounting Policies [Abstract]    
Intangible Assets, Net $ 31,869 $ 26,575
v3.24.1.1.u2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Apr. 30, 2024
Apr. 30, 2023
Apr. 30, 2024
Apr. 30, 2023
Accounting Policies [Abstract]        
accumulated amortization for the software $ 5,470   $ 5,470  
revenue $ 44,400 $ 21,700 $ 51,350
v3.24.1.1.u2
COMMON STOCK (Details Narrative) - shares
Apr. 30, 2024
Jul. 31, 2023
Accounting Policies [Abstract]    
Common Stock, Shares, Outstanding 5,352,035 5,352,035
v3.24.1.1.u2
RELATED PARTY TRANSACTIONS (Details Narrative)
 9 Months Ended
Apr. 30, 2024
USD ($)
Related Party Transactions [Abstract]  
advance $ 31,205
Tofla Megaline (QB) (USOTC:TFLM)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025 Haga Click aquí para más Gráficas Tofla Megaline (QB).
Tofla Megaline (QB) (USOTC:TFLM)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025 Haga Click aquí para más Gráficas Tofla Megaline (QB).