Document

 ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
 ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 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 of Issuing Entity 333-226529-04

 Central Index Key Number of Issuing Entity 0001885053

 CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2021-1

 (Exact Name of Issuing Entity as Specified in Its Charter)

 (Issuer of the Notes)

 Commission File Number of Depositor 333-226529
 Central Index Key Number of Depositor 0001133438
 CAPITAL ONE AUTO RECEIVABLES, LLC
 (Exact Name of Depositor as Specified in Its Charter)
 Central Index Key Number of Sponsor 0000047288
 CAPITAL ONE, NATIONAL ASSOCIATION
 (Exact Name of Sponsor as Specified in Its Charter)

 Delaware

 (State or Other Jurisdiction of Incorporation or Organization of the Issuing Entity)

 c o Capital One Auto Receivables, LLC
 1600 Capital One Drive
 Room 27907-B
 McLean, VA 22102

 (Address of Principal Executive Offices of Issuing Entity)

 (703) 720-3148

 (Registrant's telephone number, including area code)

 84-6902165

 (I.R.S. Employer Identification No. of the Issuing Entity)

 Securities registered pursuant to Section 12(b) of the Act

 Title of Each Class
 Trading Symbol(s)
 Name of Each Exchange on Which Registered

 N A
 N A
 N A

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 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 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 No Rule 405 of Regulation S-T is not applicable.
 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

 Smaller reporting company

 Emerging growth company

 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 13(a) of the Exchange Act.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Not Applicable
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes No
 Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

 Documents Incorporated by Reference. See Item 15(b).

 The following Items have been omitted in accordance with General Instruction J to Form 10–K

 Item 1.
 Business.

 Item 1A.
 Risk Factors.

 Item 1C.
 Cybersecurity.

 Item 2.
 Properties.

 Item 3.
 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.
 Not applicable.
 Item 4. Mine Safety Disclosures.
 Not applicable.
 Substitute information provided in accordance with General Instruction J to Form 10–K
 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
 The pool assets held by Capital One Prime Auto Receivables Trust 2021-1 do not include any significant obligors.
 Item 1114(b)(2) of Regulation AB Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
 Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.
 Item 1115(b) of Regulation AB Certain Derivatives Instruments (Financial Information).
 Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.
 Item 1117 of Regulation AB Legal Proceedings.
 Owner Trustee Litigation
 BNY Mellon Trust of Delaware is an affiliate of The Bank of New York Mellon, which provides support services on its behalf in connection with the Capital One Prime Auto Receivables Trust 2021-1 transaction. In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization ("RMBS") transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.
 The Bank of New York Mellon has provided us with the information under the caption "Owner Trustee Litigation" immediately above in response to the requirements of Regulation AB. Neither the Sponsor nor its affiliates is a party to any such litigation. Other than the information regarding trustee litigation immediately above, The Bank of New York Mellon has not participated in the preparation of, and is not responsible for, any other information contained in this Form 10-K.

 The following Items have been omitted in accordance with General Instruction J to Form 10–K

 Item 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.
 Reserved.

 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.
 Quantitative and Qualitative Disclosures about Market Risk.

 Item 8.
 Financial Statements and Supplementary Data.

 Item 9.
 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.
 Controls and Procedures.

 Item 9B
 Other Information.

 None.

 Item 9C
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 The following Items have been omitted in accordance with General Instruction J to Form 10–K

 Item 10.
 Directors, Executive Officers and Corporate Governance.

 Item 11.
 Executive Compensation.

 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.
 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10–K
 Item 1119 of Regulation AB Affiliations and Certain Relationships and Related Transactions.
 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
 Item 1122 of Regulation AB Compliance with Applicable Servicing Criteria.
 Capital One, National Association and Wilmington Trust National Association, as Indenture Trustee, (each, a "Servicing Participant") have been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by Capital One Prime Auto Receivables Trust 2021-1, the issuing entity. Each of the Servicing Participants has completed a report on assessment of compliance with the servicing criteria applicable to it (each, a "Report on Assessment"), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by one or more registered independent public accounting firms, which reports are also attached as exhibits to this Form 10-K.
 Item 1123 of Regulation AB Servicer Compliance Statement.
 Capital One, National Association has been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets held by Capital One Prime Auto Receivables Trust 2021-1. The Sponsor, in its capacity as the servicer, has provided a statement of compliance (a "Compliance Statement"), which has been signed by an authorized officer of the servicer. The Compliance Statement is attached as an exhibit to this Form 10-K.

 Item 15. Exhibits and Financial Statement Schedules.
 (a)(1) Not Applicable.
 (a)(2) Not Applicable.
 (a)(3) The exhibits required by Item 601 of regulation S-K are listed in the Exhibit Index.
 (b) Exhibits.

 Exhibit Index

 Exhibit No.
 Description

 1.1
 Underwriting Agreement, dated as of October 19, 2021, among J.P. Morgan Securities LLC, Barclays Capital Inc. and, BofA Securities, Inc., each as underwriter and as representative of the several underwriters identified therein, Capital One Auto Receivables, LLC, as the Depositor, and Capital One, National Association, as the Servicer (incorporated by reference to Exhibit 1.1 of Form 8-K filed by the Issuer (Commission File No. 333-226529-04) with the Securities and Exchange Commission on October 21, 2021).

 3.1
 Second Amended and Restated Limited Liability Company Agreement of Capital One Auto Receivables, LLC, as Depositor, dated as of August 2, 2018 (incorporated by reference to Exhibit 3.1 of Form SF-3 filed by the Depositor (Commission File No. 333-226529) with the Securities and Exchange Commission on August 2, 2018).

 4.1
 Indenture, dated as of October 27, 2021, between Capital One Prime Auto Receivables Trust 2021-1, as Issuer, and Wilmington Trust, National Association, as the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.1
 Purchase Agreement, dated as of October 27, 2021, between Capital One, National Association, and Capital One Auto Receivables, LLC, as Purchaser (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.2
 Asset Representations Review Agreement, dated as of October 27, 2021, among Capital One Prime Auto Receivables Trust 2021-1, as Issuer, Capital One, National Association, as Sponsor and Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.3
 Sale Agreement, dated as of October 27, 2021, between Capital One Auto Receivables, LLC, as Depositor, and Capital One Prime Auto Receivables Trust 2021-1, as Purchaser (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.4
 Servicing Agreement, dated as of October 27, 2021, by and between Capital One Prime Auto Receivables Trust 2021-1, as Issuer, Capital One, National Association, as Servicer, and Wilmington Trust, National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.5
 Amended and Restated Trust Agreement, dated as of October 27, 2021, between Capital One Auto Receivables, LLC, as the Depositor, BNY Mellon Trust of Delaware, as the Owner Trustee and acknowledged and agreed to by Wilmington Trust, National Association, as Certificate Registrar and Certificate Paying Agent (incorporated by reference to Exhibit 10.5 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.6
 Administration Agreement, dated as of October 27, 2021, between Capital One Prime Auto Receivables Trust 2021-1, as Issuer, Capital One, National Association, as Administrator, and Wilmington Trust, National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.6 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 31.1
 Certification of Capital One Auto Receivables, LLC, as Depositor, pursuant to Rule 13a-14(d) 15d-14(d) under the Securities Exchange Act of 1934.

 33.1
 Report on Assessment of Compliance with Servicing Criteria for Capital One, National Association, as Servicer.

 33.2
 Report on Assessment of Compliance with Servicing Criteria for Wilmington Trust, National Association, as Indenture Trustee.

 34.1
 Attestation Report of Ernst Young LLP on Assessment of Compliance with Servicing Requirement relating to Capital One, National Association.

 34.2
 Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Requirement relating to Wilmington Trust, National Association, as Indenture Trustee.

 35.1
 Servicer Compliance Statement of Capital One, National Association.

 (c) Not Applicable.
 Item 16. Form 10-K Summary.
 Not Applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) 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.

 Capital One Auto Receivables, LLC, as Depositor

 By
 s THOMAS A. FEIL

 Name
 *Thomas A. Feil

 Title
 President

 Date
 March 26, 2024

 * Thomas A. Feil is the senior officer in charge of securitization of Capital One Auto Receivables, LLC


Document

 ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
 ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 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 of Issuing Entity 333-226529-04

 Central Index Key Number of Issuing Entity 0001885053

 CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2021-1

 (Exact Name of Issuing Entity as Specified in Its Charter)

 (Issuer of the Notes)

 Commission File Number of Depositor 333-226529
 Central Index Key Number of Depositor 0001133438
 CAPITAL ONE AUTO RECEIVABLES, LLC
 (Exact Name of Depositor as Specified in Its Charter)
 Central Index Key Number of Sponsor 0000047288
 CAPITAL ONE, NATIONAL ASSOCIATION
 (Exact Name of Sponsor as Specified in Its Charter)

 Delaware

 (State or Other Jurisdiction of Incorporation or Organization of the Issuing Entity)

 c o Capital One Auto Receivables, LLC
 1600 Capital One Drive
 Room 27907-B
 McLean, VA 22102

 (Address of Principal Executive Offices of Issuing Entity)

 (703) 720-3148

 (Registrant's telephone number, including area code)

 84-6902165

 (I.R.S. Employer Identification No. of the Issuing Entity)

 Securities registered pursuant to Section 12(b) of the Act

 Title of Each Class
 Trading Symbol(s)
 Name of Each Exchange on Which Registered

 N A
 N A
 N A

 Securities registered pursuant to Section 12(g) of the Act None

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
 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 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 No Rule 405 of Regulation S-T is not applicable.
 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

 Smaller reporting company

 Emerging growth company

 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 13(a) of the Exchange Act.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Not Applicable
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes No
 Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

 Documents Incorporated by Reference. See Item 15(b).

 The following Items have been omitted in accordance with General Instruction J to Form 10–K

 Item 1.
 Business.

 Item 1A.
 Risk Factors.

 Item 1C.
 Cybersecurity.

 Item 2.
 Properties.

 Item 3.
 Legal Proceedings.

 Item 1B. Unresolved Staff Comments.
 Not applicable.
 Item 4. Mine Safety Disclosures.
 Not applicable.
 Substitute information provided in accordance with General Instruction J to Form 10–K
 Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets (Financial Information).
 The pool assets held by Capital One Prime Auto Receivables Trust 2021-1 do not include any significant obligors.
 Item 1114(b)(2) of Regulation AB Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
 Based on the standards set forth in Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.
 Item 1115(b) of Regulation AB Certain Derivatives Instruments (Financial Information).
 Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.
 Item 1117 of Regulation AB Legal Proceedings.
 Owner Trustee Litigation
 BNY Mellon Trust of Delaware is an affiliate of The Bank of New York Mellon, which provides support services on its behalf in connection with the Capital One Prime Auto Receivables Trust 2021-1 transaction. In the ordinary course of business, The Bank of New York Mellon is named as a defendant in legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization ("RMBS") transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.
 The Bank of New York Mellon has provided us with the information under the caption "Owner Trustee Litigation" immediately above in response to the requirements of Regulation AB. Neither the Sponsor nor its affiliates is a party to any such litigation. Other than the information regarding trustee litigation immediately above, The Bank of New York Mellon has not participated in the preparation of, and is not responsible for, any other information contained in this Form 10-K.

 The following Items have been omitted in accordance with General Instruction J to Form 10–K

 Item 5.
 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.
 Reserved.

 Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.
 Quantitative and Qualitative Disclosures about Market Risk.

 Item 8.
 Financial Statements and Supplementary Data.

 Item 9.
 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.
 Controls and Procedures.

 Item 9B
 Other Information.

 None.

 Item 9C
 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 The following Items have been omitted in accordance with General Instruction J to Form 10–K

 Item 10.
 Directors, Executive Officers and Corporate Governance.

 Item 11.
 Executive Compensation.

 Item 12.
 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.
 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.
 Principal Accountant Fees and Services.

 Substitute information provided in accordance with General Instruction J to Form 10–K
 Item 1119 of Regulation AB Affiliations and Certain Relationships and Related Transactions.
 Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
 Item 1122 of Regulation AB Compliance with Applicable Servicing Criteria.
 Capital One, National Association and Wilmington Trust National Association, as Indenture Trustee, (each, a "Servicing Participant") have been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by Capital One Prime Auto Receivables Trust 2021-1, the issuing entity. Each of the Servicing Participants has completed a report on assessment of compliance with the servicing criteria applicable to it (each, a "Report on Assessment"), which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an "Attestation Report") by one or more registered independent public accounting firms, which reports are also attached as exhibits to this Form 10-K.
 Item 1123 of Regulation AB Servicer Compliance Statement.
 Capital One, National Association has been identified by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the pool assets held by Capital One Prime Auto Receivables Trust 2021-1. The Sponsor, in its capacity as the servicer, has provided a statement of compliance (a "Compliance Statement"), which has been signed by an authorized officer of the servicer. The Compliance Statement is attached as an exhibit to this Form 10-K.

 Item 15. Exhibits and Financial Statement Schedules.
 (a)(1) Not Applicable.
 (a)(2) Not Applicable.
 (a)(3) The exhibits required by Item 601 of regulation S-K are listed in the Exhibit Index.
 (b) Exhibits.

 Exhibit Index

 Exhibit No.
 Description

 1.1
 Underwriting Agreement, dated as of October 19, 2021, among J.P. Morgan Securities LLC, Barclays Capital Inc. and, BofA Securities, Inc., each as underwriter and as representative of the several underwriters identified therein, Capital One Auto Receivables, LLC, as the Depositor, and Capital One, National Association, as the Servicer (incorporated by reference to Exhibit 1.1 of Form 8-K filed by the Issuer (Commission File No. 333-226529-04) with the Securities and Exchange Commission on October 21, 2021).

 3.1
 Second Amended and Restated Limited Liability Company Agreement of Capital One Auto Receivables, LLC, as Depositor, dated as of August 2, 2018 (incorporated by reference to Exhibit 3.1 of Form SF-3 filed by the Depositor (Commission File No. 333-226529) with the Securities and Exchange Commission on August 2, 2018).

 4.1
 Indenture, dated as of October 27, 2021, between Capital One Prime Auto Receivables Trust 2021-1, as Issuer, and Wilmington Trust, National Association, as the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.1
 Purchase Agreement, dated as of October 27, 2021, between Capital One, National Association, and Capital One Auto Receivables, LLC, as Purchaser (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.2
 Asset Representations Review Agreement, dated as of October 27, 2021, among Capital One Prime Auto Receivables Trust 2021-1, as Issuer, Capital One, National Association, as Sponsor and Servicer, and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.3
 Sale Agreement, dated as of October 27, 2021, between Capital One Auto Receivables, LLC, as Depositor, and Capital One Prime Auto Receivables Trust 2021-1, as Purchaser (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.4
 Servicing Agreement, dated as of October 27, 2021, by and between Capital One Prime Auto Receivables Trust 2021-1, as Issuer, Capital One, National Association, as Servicer, and Wilmington Trust, National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.5
 Amended and Restated Trust Agreement, dated as of October 27, 2021, between Capital One Auto Receivables, LLC, as the Depositor, BNY Mellon Trust of Delaware, as the Owner Trustee and acknowledged and agreed to by Wilmington Trust, National Association, as Certificate Registrar and Certificate Paying Agent (incorporated by reference to Exhibit 10.5 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 10.6
 Administration Agreement, dated as of October 27, 2021, between Capital One Prime Auto Receivables Trust 2021-1, as Issuer, Capital One, National Association, as Administrator, and Wilmington Trust, National Association, as Indenture Trustee (incorporated by reference to Exhibit 10.6 of Form 8-K filed by the Issuer (Commission Number 333-226529-04) with the Securities and Exchange Commission on October 27, 2021).

 31.1
 Certification of Capital One Auto Receivables, LLC, as Depositor, pursuant to Rule 13a-14(d) 15d-14(d) under the Securities Exchange Act of 1934.

 33.1
 Report on Assessment of Compliance with Servicing Criteria for Capital One, National Association, as Servicer.

 33.2
 Report on Assessment of Compliance with Servicing Criteria for Wilmington Trust, National Association, as Indenture Trustee.

 34.1
 Attestation Report of Ernst Young LLP on Assessment of Compliance with Servicing Requirement relating to Capital One, National Association.

 34.2
 Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Requirement relating to Wilmington Trust, National Association, as Indenture Trustee.

 35.1
 Servicer Compliance Statement of Capital One, National Association.

 (c) Not Applicable.
 Item 16. Form 10-K Summary.
 Not Applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) 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.

 Capital One Auto Receivables, LLC, as Depositor

 By
 s Franco E. Harris

 Name
 *Franco E. Harris

 Title
 President

 Date
 March 24, 2025

 * Franco E. Harris is the senior officer in charge of securitization of Capital One Auto Receivables, LLC


true --07-31 FY false This Amendment is being filed to disclose the conclusions of the Company's principal executive officer and principal financial officer regarding the effectiveness of the disclosure controls and procedures in the Item 9A. Controls and Procedures on page 22. 2023 0001885849

 2022-08-01

 2023-10-30

 2021-08-01

 2021-07-31

 2021-07-31

 2021-07-31

 2021-07-31

 2021-08-01

 2021-08-01

 2021-08-01

 2022-08-01

 2022-08-01

 2022-08-01

 2002-08-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K/A

 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1933

 For the fiscal year ended July 31, 2023

 or

 [ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1933

 For the transition period from __________ to __________

 Commission file number 333-260430

 (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)

 Manzanillo 33. Local E, Col. Roma Norte

 Mexico, Mexico, 06700

 234 901 8927

 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

 Securities registered under Section 12(g) of the Exchange Act:

 None

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes [ ] No
[X]

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No
[X]

 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

 [ ]

 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]

 As of July 31, 2023, the last business day of the registrant's most recently completed fiscal year, the aggregate market value
of the voting common stock held by non-affiliates of the registrant was approximately $ 0 based on par value per share ($0.001), of the
registrant's common stock.

 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 October
30, 2023.

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 10-K/A (this "Amendment")
amends the Annual Report on Form 10-K of Tofla Megaline Inc. (the "Company," "we," "us" or "our")
for the year ended July 31, 2023, originally filed with the U.S. Securities and Exchange Commission ("SEC") on October 30,
2023 (the "Original Filing").

 This Amendment is being filed to disclose the
conclusions of the Company's principal executive officer and principal financial officer regarding the effectiveness of the disclosure
controls and procedures in the Item 9A. Controls and Procedures on page 22.

 Except as described above, no other changes have
been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original
Filing, and Tofla Megaline Inc. has not updated the disclosures contained therein to reflect any events that occurred subsequent to the
date of the Original Filing.

 Page

 Item 1.

 Description of Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 2

 Properties.

 Item 3.

 Legal proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Common Equity and Related Stockholder Matters.

 Item 6.

 Selected Financial Data.

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 10

 Directors, Executive Officers, and Control Persons of the Company.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 Item 15.

 Exhibits

 Signatures

 Item 1. Description of Business

 DESCRIPTION OF BUSINESS

 In General

 Tofla Megaline Inc. ("Tofla") 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.

 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 Manzanillo
33. Local E, Mexico, Col. Roma Nort, Mexico, 06700. 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.

 Item 1A. Risk Factors

 Not applicable to smaller reporting
companies.

 Item 1B. Unresolved Staff Comments

 Not applicable to smaller reporting companies.

 Item 2. Properties.

 We do not own any real estate or other properties.

 Item 3. Legal Proceedings

 During the past ten years, none of the following occurred
with respect to the President of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting him involvement in any type of business, securities or
banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading
commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 We are not currently a party to any legal proceedings,
and we are not aware of any pending or potential legal actions.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Common Equity and Related Stockholder Matters

 MARKET INFORMATION

 There is currently no public trading market for our
common stock and no such market may ever develop. While we intend to seek and obtain quotation of our common stock for trading on the
OTC Markets, there is no assurance that our application will be approved. An application for quotation on the OTC Markets must be submitted
by one or more market makers who:

 are
approved by FINRA;

 who
agree to become a market maker in the security; and

 who
demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board, the OTCQX or the OTCQB
or on a securities exchange.

 In order for a security to be eligible for quotation
by a market maker, the Company will be required to meet a ($0.01) bid price test, provide information based upon their reporting standard
(SEC Reporting, Bank Reporting or International Reporting), and submit an annual OTC Markets Certification signed by our Chief Executive
Officer or Chief Financial Officer. Currently, Mr. Angulo, our President acts as our principal financial and accounting officer.

 As of July 31, 2023, the Company, along with its market maker, has submitted an application to FINRA to have its shares quoted on the
OTC market. On September 18, 2023, FINRA processed a Form 211 relating to the initiation of priced quotations of TFLM.

 HOLDERS

 As of October 27, 2023, the Company had 5,352,035 shares of our common
stock issued and outstanding held by our shareholders.

 DIVIDEND POLICY

 We have not declared or paid dividends on our common
stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if
any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results
of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions
on our ability to declare or pay dividends.

 SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION
PLANS

 We have no equity compensation or stock option plans.

 RECENT SALES OF UNREGISTERED SECURITIES

 The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 On May 20, 2021 the Company issued 4,500,000 shares of common stock to
a director for cash proceeds of $4,500 at $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 July 31, 2023 and July 31, 2022, the Company
had 5,352,035 and 4,500,000 shares issued and outstanding, respectively.

 OTHER STOCKHOLDER MATTERS

 None.

 Item 6. Selected Financial Data

 Not applicable to smaller reporting companies.

 Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations

 Results of Operations
for the years ended July 31, 2023 and 2022:

 Revenue

 During the year ended July
31, 2023 and the year ended July 31, 2022, we generated $61,350 and $4,050 of revenue, respectively, due to the general growth of our
business and increased marketing and sales efforts.

 Operating expenses

 Total operating expenses
for the year ended July 31, 2023 and 2022 were $60,701 and $30,531, respectively. The operating expenses for the year ended July 31, 2023
and 2022 included General and Administrative expenses of $39,528 and $22,494; Amortization Expense of $10,053 and $2,197; and Server Rental
of $11,120 and $5,840, respectively. Increases in general and administrative and server rental expenses were due to the overall growth
of the Company and its increased operations and the increase in amortization expense was due to the acquisition of intangible assets during
the period.

 Net Income (Loss)

 Our net income (loss) for the years ended July 31,
2023, and 2022 was $649 and $(26,481), respectively, due to the reasons explained above.

 Liquidity and Capital
Resources and Cash Requirements

 As of July 31, 2023 the Company had cash of $22,010
($436 as of July 31, 2022) and negative working capital of $25,425 (negative $39,188 as of July 31, 2022).

 During the year ended July 31, 2023 the Company had
$13,222 of cash provided by its operating activities due to its net income $649, Amortization expense of $10,053 and increase in Accounts
Payable $6,000, offset by an increase in Prepaid Expense of $3,480. During the year ended July 31, 2022, the Company used $23,753 of cash
in operating activities due to its net loss $26,481 offset by a decrease in Prepaid Expense of $531 and its Amortization expense of $2,197.

 During the year ended July 31, 2023 and 2022, the
Company used $22,500 and $16,325 of cash in investing activities, respectively, for the purchase of intangible assets.

 During the year ended July 31, 2023 the Company generated
$30,852 of cash from financing activities, made up of $25,561 received from the sale of common stock and $23,391 of proceeds from related
party loans, offset by $18,100 in repayments to related parties. During the year ended July 31, 2022 the Company generated $36,414 of
cash from financing activities as a result of proceeds from related party loans.

 Critical Accounting Policies

 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.

 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.

 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.

 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.

 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 7A. Quantitative and Qualitative Disclosures about Market Risk

 Not applicable to smaller reporting companies.

 Item 8. Financial Statements and Supplementary Data

 FINANCIAL STATEMENTS

 Page

 Reports of Independent
 Registered Public Accounting Firm

 (PCAOB ID: 6258)

 Balance Sheets as of July 31, 2023 and 2022

 Statements of Operations for the years ended July 31, 2023 and 2022

 Statements of Changes in Stockholders' Equity (Deficit) as of July 31, 2023 and 2022

 Statements of Cash Flows for the years ended July 31, 2023 and 2022

 Notes to the Audited Financial Statements July 31, 2023

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 Board of Directors and Shareholders

 Tofla Megaline Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of Tofla Megaline Inc.
as of July 31, 2023 and 2022, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years
then ended and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of Tofla Megaline Inc. as of July 31, 2023 and 2022, and the results
of its operations and its cash flows for each of the two years in the period ended July 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that
the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity has an accumulated deficit
and negative working capital and expects losses in the development of its business, all of which raise substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility of the entity's
management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting
firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent
with respect to Tofla Megaline Inc. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. Tofla Megaline Inc. is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control
over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from the current period audit
of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts
or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.

 /s/ Mac Accounting Group & CPAs,
LLP

 We have served as Tofla Megaline's auditor
since 2021.

 Midvale, Utah

 October 30, 2023

 BALANCE SHEETS

 July
 31, 2023

 July
 31, 2022

 ASSETS

 Current
 Assets

 Cash

 $

 22,010

 $

 Accounts
 Receivable

 -

 2,920

 Prepaid
 Expenses

 6,400

 -

 Total
 Current Assets

 28,410

 3,356

 Intangible
 Assets, Net

 26,575

 14,128

 TOTAL
 ASSETS

 $

 54,985

 $

 17,484

 LIABILITIES
 & STOCKHOLDERS' EQUITY (DEFICIT)

 Liabilities

 Current
 Liabilities

 Accounts
 Payable

 $

 6,000

 $

 -

 Related
 Party Loan

 47,835

 42,544

 Total
 Current Liabilities

 53,835

 42,544

 Total
 Liabilities

 53,835

 42,544

 Stockholders'
 Equity (Deficit)

 Common
 Stock, $ 0.001 par value, 75,000,000 shares authorized, 5,352,035 and 4,500,000

 shares
 issued and outstanding as of Jule 31, 2023 and July 31, 2022, respectively

 5,352

 4,500

 Additional
 Paid-in Capital

 24,709

 -

 Accumulated
 Deficit

 ( 28,911)

 ( 29,560)

 Total
 Stockholders' Equity (Deficit)

 1,150

 ( 25,060)

 TOTAL
 LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 $

 54,985

 $

 17,484

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

 STATEMENT OF OPERATIONS

 Year ended

 July 31, 2023

 Year ended

 July 31, 2022

 Revenues

 Software Sales

 $

 48,350

 $

 4,050

 Consulting or Technical Support Services

 13,000

 -

 Total Revenues

 61,350

 4,050

 Operating Expenses

 General and Administrative Expenses

 39,528

 22,494

 Amortization Expense

 10,053

 2,197

 Server Rental

 11,120

 5,840

 Total Operating Expenses

 60,701

 ( 30,531)

 Net Income (Loss) from Operations

 Provision for Income Taxes

 -

 -

 Net Income (Loss)

 $

 $

 Income (Loss) per Common Share – Basic & Diluted

 $

 0.00

 $

 ( 0.00)

 Weighted Average Number of Common Shares Outstanding-Basic & Diluted

 5,352,035

 4,500,000

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

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)

 For the years ended July 31, 2022 and 2023

 Common Stock

 Additional Paid-in-Capital

 Accumulated

 Deficit

 Total

 Shares

 Amount

 Balance as of July 31, 2021

 4,500,000

 $

 4,500

 $

 -

 $

 ( 3,079)

 $

 1,421

 Net loss for the period

 -

 -

 -

 Balance as of July 31, 2022

 4,500,000

 4,500

 -

 ( 29,560)

 ( 25,060)

 Common shares issued for cash

 852,035

 24,709

 -

 25,561

 Net
 loss for the period

 -

 -

 -

 Balance
 as of July 31, 2023

 5,352,035

 $

 5,352

 $

 24,709

 $

 ( 28,911)

 $

 1,150

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

 STATEMENTS OF CASH FLOWS

 Year ended

 July 31, 2023

 Year ended

 July 31, 2022

 OPERATING ACTIVITIES

 Net Income (Loss)

 $

 $

 Adjustments to reconcile Net Income

to net cash provided by operations:

 Amortization

 10,053

 2,197

 Changes in operating assets and liabilities:

 Prepaid Expense

 ( 3,480)

 Accounts Payable

 6,000

 -

 Cash Flows Provided by (Used in) Operating Activities

 13,222

 ( 23,753)

 INVESTING ACTIVITIES

 Purchase of Intangible Assets

 ( 22,500)

 ( 16,325)

 Cash Flows Used in Investing Activities

 ( 22,500)

 ( 16,325)

 FINANCING ACTIVITIES

 Proceeds from the sale of common stock

 25,561

 -

 Repayments on related party loan

 ( 18,100)

 -

 Proceeds from related party loan

 23,391

 36,414

 Cash Flows Provided by Financing Activities

 30,852

 36,414

 Net cash increase (decrease) for period

 21,574

 ( 3,664)

 Cash at beginning of period

 4,100

 Cash at end of period

 $

 22,010

 $

 SUPPLEMENTAL CASH FLOW INFORMATION

 Cash paid during the period for:

 Interest

 $

 -

 $

 -

 Income taxes

 $

 -

 $

 -

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

 NOTES TO THE AUDITED FINANCIAL STATEMENTS

 JULY 31, 2023

 NOTE 1 – ORGANIZATION AND DESCRIPTION OF
BUSINESS

 Tofla Megaline Inc. ("the Company") was
incorporated under the laws of the State of Nevada, U.S. on August 31, 2018 (Inception). We are a development stage Company and have commenced
operations in the business of developing software for security systems in Mexico.

 NOTE 2 - GOING CONCERN

 The 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.

 Although the
Company incurred net income of $649 for the year ended July 31, 2023, the Company has an accumulated deficit of $28,911 and has negative
working capital of $25,425 as of July 31, 2023 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 expects
revenue growth to continue over the next twelve months. In the event that revenue is not available to cover all expenses, the Company
intends to finance operating costs with loans from directors and/or 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.

 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.

 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.

 As of July 31, 2023 the Company capitalized website
development costs of $6,325, which is being amortized over a three-year life, had accumulated amortization of $3,889.

 The Company also purchased video recording software
at a cost of $10,000, which will be amortized over three years. As of July 31, 2023, the accumulated amortization related to the software
was $3,750.

 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. As of July 31, 2023,
the accumulated amortization for the software was $3,444.

 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 July 31, 2023, the accumulated
amortization for the software was $1,167.

 The Company had the following intangible assets as
of July 31, 2023 and July 31, 2022:

 As of July 31, 2023

 As of July 31, 2022

 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

 -

 Global Brandmauer for Remote Management via the Internet

 7,000

 -

 Accumulated Amortization

 (12,250)

 (2,197)

 Intangible
 Assets, Net

 $

 26,575

 $

 14,128

 During the years ended July 31, 2023 and 2022 the
Company recorded amortization expense of $10,053 and $2,197, respectively.

 The Company expects to recognize amortization expense
of $12,942 for the fiscal year ending July 31, 2024, amortization expense of $10,745 for the fiscal year ending July 31, 2025, and amortization
expense of $2,889 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.

 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 years ended July 31, 2023 and 2022, the Company's
revenue was $ 61,350 and $4,050, respectively. As of July 31, 2023 and 2022 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 July 31, 2023 and July 31, 2022, the Company
had 5,352,035 and 4,500,000 shares issued and outstanding, respectively.

 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. The Loan Agreement is non-binding and discretionary, bears no interest, is unsecured, and has no fixed due date, therefore,
it is considered due on demand. The Company's CEO and sole director was due $47,835 as of July 31, 2023 under the Loan Agreement,
where during the year ended July 31, 2023 $23,391 was advanced to the Company and $18,100 was repaid and during the year ended July 31, 2022 $36,414 was advanced to the Company with no repayments.

 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. The second Loan Agreement is non-binding and discretionary, bears no interest, is unsecured, and has no fixed
due date, therefore, it is considered due on demand. As of July 31, 2023 no amounts are outstanding for this second Loan Agreement.

 NOTE 6 – COMMITMENTS AND CONTINGENCIES

 Contractual Commitments

 The Company has entered into no contractual commitments
as of July 31, 2023.

 Litigation

 The Company was not subject to any legal proceedings
during the period from August 31, 2018 (Inception) to July 31, 2023 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 July
31, 2023 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 other than those described below.

 In September and October 2023, the Company's CEO and sole
director advanced $13,528 to the Company for the Company's operating expenses.

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Our Principal Executive Officer and Principal Financial
Officer conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation, our Principal Executive Officer
and Principal Financial Officer concluded that in light of the material weaknesses described below, our disclosure controls and procedures
were not effective as of July 31, 2023. See material weaknesses discussed below in Management's Annual Report on Internal Control
over Financial Reporting.

 Management's Report on Internal Control over Financial Reporting

 Management is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation
of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness
of the Company's internal control over financial reporting as of July 31, 2023, using the criteria established in "Internal
Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO - 2013").

 A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of
the effectiveness of internal control over financial reporting as of July 31, 2023, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.

 1. We lack an adequate internal control
structure – Due to the size of the Company we do not have the appropriate control activities, risk assessment procedures,
controls over information and communication, or effective monitoring controls.

 2. We do not have appropriate
segregation of duties or adequate accounting resources – The Company has only one employee that does not have sufficient
accounting knowledge, experience, and understanding of US GAAP or SEC rules, therefore no expertise or reviews are in place to
ensure adequate financial reporting. Further, while not being legally obligated to have an audit committee, it is the
management's view that such a committee, including a financial expert member, is an utmost important entity level control over
the Company's financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not
include a member that is considered to be independent of management to provide the necessary oversight over management's
activities.

 3. We do not have appropriate
information technology controls – The Company retains copies of all financial data and material agreements; however, there is
no formal procedure or evidence of normal backup of the Company's data or off-site storage of data in the event of theft,
misplacement, or loss due to unmitigated factors. Further there are no IT controls in place to prevent changes to, or
misstatement in, financial reporting.

 Accordingly, the Company concluded that these control
deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not
be prevented or detected on a timely basis by the company's internal controls.

 As a result of the material weaknesses described above,
management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2023 based
on criteria established in Internal Control-Integrated Framework issued by COSO.

 Our management is responsible for establishing and
maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is
designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer
in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including
its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.

 Changes in Internal Controls over Financial Reporting

 There has been no change in our internal control over
financial reporting occurred during the year ended July 31, 2023, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

 Item 9B. Other Information.

 None

 Item 10. Directors, Executive Officers, and Control Persons of the Company

 DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

 Our executive officer's and director's and their respective ages are as
follows:

 Name

 Age

 Positions

 Rodolfo Guerrero Angulo

 President, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer)

 Set forth below is a brief description of the background
and business experience of our executive officers and directors for the past five years.

 Rodolfo Guerrero Angulo

 Rodolfo Guerrero Angulo has acted as our President,
Treasurer, Secretary and sole Director since we incorporated on August 31, 2018. Mr. Angulo owns 100% of the outstanding shares of our
common stock. As such, it was unilaterally decided that Mr. Angulo was going to be our sole President, Chief Executive Officer, Treasurer,
and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Between 2011 and 2018, Mr.
Angulo worked as IT project manager in real estate sector for Afkal Develop (Leon, Mexico). Mr. Angulo's responsibilities included
managing the Company's projects and he was responsible for programming and extensions for project teams. In 2006, Mr. Angulo decided
to change his field of work and started working as a freelance IT manager for a small firm in Leon, Mexico, where he worked until 2011.
Between 1996 and 2005, Mr. Angulo worked in the area of car dealership called Leonveh ltd. in Leon, Mexico. Mr. Angulo studied at University
of Leon in Leon, Mexico from 1989 to 1995 and he did not graduate. Mr. Angulo prioritized experience in business over education. This
enabled him to obtain more experience sooner and start new business with additional knowledge.

 During the past ten years, Mr. Angulo has not
been the subject to any of the following events:

 1. Any bankruptcy petition filed by or against
any business of which Mr. Angulo was a general partner or executive officer either at the time of the bankruptcy or within two years prior
to that time.

 2. Any conviction in a criminal proceeding or
being subject to a pending criminal proceeding.

 3. An order, judgment, or decree, not subsequently
reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise
limiting Mr. Angulo's involvement in any type of business, securities or banking activities.

 4. Found by a court of competent jurisdiction
(in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 5. Was the subject of any order, judgment or
decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for
more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons
engaged in any such activity;

 6. Was found by a court of competent jurisdiction
in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or
finding by the Commission has not been subsequently reversed, suspended, or vacated;

 7. Was the subject of, or a party to, any Federal
or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to
an alleged violation of:

 i. Any Federal or State securities or
commodities law or regulation; or

 ii. Any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 iii. Any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business entity; or

 8. Was the subject of, or a party to, any sanction
or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the
Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated
with a member.

 DIRECTOR INDEPENDENCE

 Our Board of Directors is currently composed of one
member, Rodolfo Guerrero Angulo, who does not qualify as an independent director. Our board of directors has not made a subjective determination
as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. Had our Board of Directors made these determinations, our board
of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business
and personal activities and relationships as they may relate to us and our management.

 INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

 No director, executive officer, significant employee
or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

 AUDIT COMMITTEE, COMPENSATION COMMITTEE, AND FINANCIAL
EXPERT

 We do not have an Audit Committee or Compensation
Committee because the Company's sole employee is also the sole member of management and sole director. Additionally, we have no
persons currently receiving any compensation due to our start-up nature. Our sole director performs some of the same functions of an Audit
Committee and Compensation Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial
statements; reviewing the independent auditor's independence, the financial statements, and their audit report; reviewing management's
administration of the system of internal accounting controls, and determining all compensation amounts. The Company does not currently
have a written audit committee charter or a compensation committee charter or any similar documents.

 We have no financial expert. We believe the cost related
to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a
financial expert are not warranted.

 CODE OF ETHICS

 The Company has not adopted a formal written code
of ethics due to the small size of the organization and start-up nature, along with the fact that the Company's sole employee is
also the sole member of management and sole director.

 Item 11. Executive Compensation

 EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE

 The following table sets forth information regarding
each element of compensation that we paid or awarded to our named executive officers for fiscal years July 31, 2023 and 2022:

 Name and

 Principal

 Position

 Period

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)*

 Option

 Awards

 ($)*

 Non-Equity

 Incentive Plan

 ($)

 Nonqualified

 Deferred

 ($)

 All Other

 ($)

 Total

 ($)

 Rodolfo Guerrero Angulo, President

 2023

 2022

 Our sole officer and director has not received monetary compensation since
our inception to the date of this Form 10-K. We currently do not pay any compensation to any officer or any member of our board of directors.

 EMPLOYMENT AGREEMENTS

 The Company is not a party to any employment agreement and has no compensation
agreement with any officer or director.

 DIRECTOR COMPENSATION

 The following table sets forth director compensation
as of July 31, 2023 and 2022:

 Name

 Period

 Fees

 Earned or Paid in Cash

 ($)

 Stock

 Awards

 ($)

 Opinion

 Awards

 ($)

 Non-Equity

 Incentive Plan

 ($)

 Nonqualified

 Deferred

 Earnings

 ($)

 All Other

 ($)

 Total

 ($)

 Rodolfo Guerrero Angulo, President

 2023

 2022

 We have not compensated our directors for their service on our Board of
Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services
provided as a director.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 The following table lists, as of the date of this
form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company
to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all
officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management
is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and
Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or
direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days.

 Under the Securities and Exchange Commission rules,
more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner
of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting
and investment power.

 The percentages below are calculated based on 5,352,035
shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options or
other securities exercisable for or convertible into shares of our common stock.

 Title of class

 Name and Address of

 Beneficial Owner

 Amount and Nature of Beneficial

 Ownership

 Percent of

 Common Stock

 Common Stock

 Rodolfo Guerrero Angulo

 4,000,000

 74.74%

 Item 13. Certain Relationships and Related Transactions

 On May 20, 2021, we issued a total of 4,500,000
shares of common stock to Rodolfo Guerrero Angulo, our sole officer and director in consideration of $4,500. Further, effective August
31, 2018, Mr. Angulo formally agreed to advance funds to the Company to pay for professional fees and operating expenses under a $50,000
Loan Agreement. The Loan Agreement is non-binding and discretionary, bears no interest, is unsecured, and is has no fixed due date, therefore
is considered due on demand. As of July 31, 2023, Mr. Angulo has advanced to us $44,285, of which $19,841 was advanced during the year
ended July 31, 2023 and $18,100 was repaid. There is no due date for the repayment of the funds advanced by Mr. Angulo. Rodolfo Guerrero
Angulo will be repaid from revenues of operations if and when we generate substantial revenues to pay the obligation. There is no assurance
that we will ever generate revenues from our operations. The obligation to Mr. Angulo does not bear interest.

 On April 20, 2022, Mr. Angulo formally agreed to advance
additional funds to the Company to pay for professional fees and operating expenses under another $50,000 Loan Agreement. The Loan Agreement
is non-binding and discretionary, bears no interest, is unsecured, and has no fixed due date, therefore it is considered due on demand.
As of July 31, 2023 no amounts are outstanding for this second Loan Agreement.

 Item 14. Principal Accountant Fees and Services

 The following table sets forth the fees billed to our company for the years
ended July 31, 2023 and 2022 for professional services rendered by Mac Accounting Group, LLP, the independent auditor:

 Fees

 2023

 2022

 Audit Fees

 $

 13,500

 $

 15,900

 Audit Related Fees

 -

 -

 Tax Fees

 -

 -

 Other Fees

 -

 -

 Total Fees

 $

 13,500

 $

 15,900

 Item 15. 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.

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange
Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 Date:
 January 30, 2024

 By:

 /s/ Rodolfo Guerrero Angulo

 Rodolfo Guerrero Angulo

 Chief Executive Officer

 President, Treasurer and Secretary

 (Principal Executive, Financial and Accounting Officer)