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June 23, 2022
Rodolfo Guerrero Angulo
President
Tofla Megaline Inc.
Manzanillo 33. Local E, Col. Roma Norte
Mexico, 06700
Re:Tofla Megaline Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed June 14, 2022
File No. 333-260430
Dear Mr. Angulo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 10, 2022 letter.
Amendment No. 4 to Form S-1 filed June 14, 2022
Plan of Operation, page 20
1.We note your disclosure on page 20 and on your website that the company
is introducing high-performance microprocessors.  Your disclosure states that the
microprocessors "are capable of operating in a wide range of temperatures and can operate
autonomously for long periods of time," suggesting that you have already completed
development of the microprocessors.  If true, revise to clarify that you have not yet
developed the microprocessors.  Please also discuss whether management expects supply
chain disruptions to materially affect your outlook or business goals in light of the global
chip shortage.

 FirstName LastNameRodolfo Guerrero Angulo
 Comapany NameTofla Megaline Inc.
 June 23, 2022 Page 2
 FirstName LastName
Rodolfo Guerrero Angulo
Tofla Megaline Inc.
June 23, 2022
Page 2
General
2.We note that your response to prior comment 2 states that "management is of the opinion
that the registrant would not be deemed as a shell company."  Disclosure on page 4 asserts
that "Tofla Megaline is not a 'shell company'."  Please revise your disclosure to clarify that
this assertion represents the belief of your management.  Additionally, please include risk
factor disclosure that highlights the potential consequences to the company if it is
determined that you are a "shell company."
3.Disclosure above the table of contents indicates that the prospectus is dated June 14,
2021 (emphasis added).  Please revise to correct this apparent error.
            You may contact Morgan Youngwood, Senior Staff Accountant, at (202) 551-3479 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Joshua Shainess, Legal Branch Chief, at (202) 551-7951 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jack Brannelly, Esq.