Control shifts at Rapid Line (OTC: RPDL) as losses and going-concern risks persist
Rhea-AI Filing Summary
Rapid Line Inc. (RPDL) filed its annual report for the year ended January 31, 2026, remaining a development-stage online education company with no revenue to date. The KIDWIN mobile app, its primary asset, has been removed from app stores and is under strategic and impairment review.
The company reported a net loss of $145,097, an accumulated deficit of $235,830, and cash of $19,081, raising substantial doubt about its ability to continue as a going concern. Operations are funded by unsecured advances from related parties totaling $109,192.
During 2025, Nova Aura Limited acquired 2,500,000 shares, or 68.82% of the common stock, gaining control and installing Richard Chiang as sole officer and director. Internal control over financial reporting has material weaknesses, including lack of segregation of duties and no independent directors or committees.
Positive
- None.
Negative
- Going-concern uncertainty and no revenue: The company reported a net loss of $145,097, an accumulated deficit of $235,830, no revenues, and auditor-noted substantial doubt about its ability to continue as a going concern.
Insights
No revenue, going-concern risk, single-asset strategy and weak governance.
Rapid Line remains a development-stage issuer with $0 revenue for the year ended January 31, 2026. The business depends on the KIDWIN education app, which is currently offline and under review for potential abandonment or impairment, leaving no active, proven revenue engine.
Financially, the company recorded a net loss of $145,097, an accumulated deficit of $235,830, and only $19,081 in cash, while carrying total liabilities of $111,886. Funding is coming from unsecured related-party advances of $109,192, and the auditor and management both highlight substantial doubt about the ability to continue as a going concern.
Control shifted when Nova Aura Limited bought 2,500,000 shares (about 68.82% of outstanding stock), installing Richard Chiang as sole officer and director. Governance is thin: there are material weaknesses in internal control, no independent directors, no committees, and significant related-party consulting fees, all of which concentrate decision-making and increase reliance on a single individual.
Key Figures
Key Terms
development-stage company financial
going concern financial
material weakness financial
intangible assets financial
net operating loss carry forwards financial
change in control financial
Earnings Snapshot
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from _______ to ______
Commission File Number:
(Exact name of registrant as specified in its charter)
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if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
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whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter was $-
As of May 11, 2026, there were shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference: None
TABLE OF CONTENTS
| PART 1 | ||
| ITEM 1 | Description of Business | 1 |
| ITEM 1A | Risk Factors | 2 |
| ITEM 1B | Unresolved Staff comments | 2 |
| ITEM 1C | Cybersecurity | 2 |
| ITEM 2 | Properties | 3 |
| ITEM 3 | Legal Proceedings | 3 |
| ITEM 4 | Mine Safety Disclosures | 3 |
| PART II | ||
| ITEM 5 | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 4 |
| ITEM 6 | [Reserved] | 4 |
| ITEM 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| ITEM 7A | Quantitative and Qualitative Disclosures about Market Risk | 9 |
| ITEM 8 | Financial Statements and Supplementary Data | 9 |
| ITEM 9 | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure | 9 |
| ITEM 9A | Controls and Procedures | 9 |
| ITEM 9B | Other Information | 11 |
| ITEM 9C | Disclosure Regarding foreign Jurisdictions that Prevent Inspections | 11 |
| PART III | ||
| ITEM 10 | Directors, Executive Officers, Promoters and Control Persons of the Company | 12 |
| ITEM 11 | Executive Compensation | 14 |
| ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 15 |
| ITEM 13 | Certain Relationships and Related Transactions | 16 |
| ITEM 14 | Principal Accountant Fees and Services | 17 |
| PART IV | ||
| ITEM 15 | Exhibits | 19 |
| ITEM 16 | Form 10-K Summary | 19 |
| i |
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
| ii |
PART I
Item 1. Description of Business
General Information About Our Company
Rapid Line Inc. (“we,” “us,” “our,” or the “Company”) is a development-stage company formed to commence operations in the online education sector. We were incorporated under the laws of the state of Wyoming on January 10, 2022.
Development Stage and Current Status
We are currently in the development stage and have not yet generated any revenue. To date, our operations have consisted primarily of organization, business planning, and the initial development of our proprietary mobile application, “KIDWIN.”
The KIDWIN mobile application was previously available for download on both the Google Play Store and the Apple App Store. However, the Company has made the strategic decision to temporarily remove the application from both platforms to re-evaluate its features, market positioning, and overall go-to-market strategy. The Company has temporarily suspended active operations of the application pending the completion of this re-evaluation.
Management is currently reviewing the status of the KIDWIN mobile application to determine whether the Company will continue to support and maintain the application or, alternatively, whether the asset should be considered impaired. A final decision has not yet been made. The outcome of this review will depend on the Company’s ability to secure additional financing, market conditions, and management’s strategic assessment of the application’s long-term viability.
Prior Availability
The KIDWIN mobile application was originally launched and made publicly available to users on the following platforms:
| · | Google Play Store – Previously available at https://play.google.com/store/apps/details?id=com.kidwin | |
| · | Apple App Store – Previously available at https://apps.apple.com/app/kid-win/id1607338471 |
The application is not currently available on either platform. The Company cannot predict when or if the application will be re-listed.
Our Business Opportunity
We intend to offer play-based studying that addresses the educational and personal development of children from 7 to 16 years old through purposeful quizzes. Our online service is intended to provide a high-quality, fundamental, comprehensive additional education through the KIDWIN application. We plan to offer our services to children and their parents in Poland and, in the future, in other European countries in different languages.
Our future consumers will require a mobile phone and internet connection to use our services. Our education app is designed to develop the knowledge of our young consumers primarily in the school program according to their age and grade in the following 10 subjects: Astronomy; Biology; Chemistry; Geography; History; Informatics; Logics; Mathematics; Physics; Religious studies.
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Corporate Status
The Company is a development-stage company with a specific business plan in the online education sector. The Company is not a shell company as defined in Rule 12b-2 of the Exchange Act and Rule 405 of the Securities Act. As noted in SEC Release No. 33-8869, Footnote 172, a start-up company with a limited operating history pursuing an identified business plan does not meet the definition of a shell company.
Our mailing office is located at 1111 S. Roop Street #1915, Carson City, NV 89702.
Recent Change in Control
Effective August 22, 2025, the Company effectuated a change in control of Rapid Line, Inc., a Wyoming corporation (the “Company”). On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Nova Aura Limited acquired 2,500,000 shares of the Company’s common stock (the “Acquired Shares”) from Jiang Jian, the former officer and director, and controlling shareholder of the Company. The Acquired Shares represent approximately 68.82% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. Thibault Reichelt is a director of Nova Aura Limited. With the acquisition of the Acquired Shares, Nova Aura Limited became the majority control shareholder of the Company.The total consideration paid by Nova Aura Limited for the Acquired Shares was $586,473 in cash, the source of which was corporate funds.
In conjunction with the Change-in-Control Agreements, on August 21, 2025, Jiang Jian appointed Richard Chiang as Director of the Company and on August 22, 2025, Jiang Jian resigned as President, sole director, CEO, CFO and Secretary of the Company, and subsequently, Nova Aura Limited elected Richard Chiang to the additional titles of President, CEO, CFO, Secretary, Treasurer and Chairman of the Board of Directors. There was not a change in the business plan of our company associated with the change in control. See Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
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Cyber Risk Management and Strategy
Under the oversight of the Board of Directors (since we do not currently have an Audit Committee), we intend to implement and maintain a risk management program that includes processes for the systematic identification, assessment, management, and treatment of cybersecurity risks. Our cybersecurity oversight and operational processes would be integrated into our overall risk management processes. We intend to implement a risk-based approach to the management of cyber threats, supported by cybersecurity technologies, including automated tools, designed to monitor, identify and address cybersecurity risks. In support of this approach, it is expected that we would have a third-party security consultant implement processes to assess, identify and manage security risks to our company, including in the pillar areas of security and compliance, application security, infrastructure security and data privacy. This process, once implemented, would include regular compliance and critical system access reviews. In addition, we intend to conduct application security assessments, vulnerability management, penetration testing, security audits and ongoing risk assessments as part of our risk management process.
We expect to utilize third parties and consultants to assist in the identification and assessment of risks, including to support tabletop exercises and to conduct security testing. We intend to utilize well-known cloud-based technologies and service providers, such as Amazon AWS, Microsoft Office and Google enterprise to provide protection against cybersecurity threats.
Further, we intend to put processes in place that would evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that would have access to our data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring.
Part of our intended program would be ongoing evaluation and enhancement of our systems, controls and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.
Risks from cybersecurity threats have, to date, not materially affected us, our business strategy, results of operations or financial condition.
Item 2. Properties.
Currently, we own no property. Our mailed address office is located at 1111 S. Roop Street, #1915, Carson City, NV 89702 and is provided by sole director and officer, Richard Chiang at no charge. We have been actively seeking new office space but have not been able to identify a suitable location.
Item 3. Legal Proceedings.
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.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
The trading symbol for our common stock is “RPDL.” However, our common stock only trades on a very limited basis on OTC Markets.
Registered Holders of our Common Stock
As of May 11, 2026, there were approximately 37 record owners of our common stock.
Dividends
We have never declared or paid cash dividends on its common stock, nor do we anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During the fiscal year ended January 31, 2026, we had no sales of unregistered shares.
Issuer Purchases of Equity Securities
During the fiscal year ended January 31, 2026, we did not repurchase any shares of our common stock.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Rapid Line Inc. (the “Company,”“we,”“us,” or “our”) is a development stage company incorporated in the State of Wyoming. We have developed a mobile application and website platform designed to connect service providers with consumers. As of January 31, 2026, we have not generated any revenues from our operations and continue to rely on financing from related and third parties to fund our activities. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes thereto for the fiscal year ended January 31, 2026. Our fiscal year ends on January 31 of each year.
Recent Change in Control
Effective August 22, 2025, there occurred a change in control of our company. On such date, pursuant to a Stock Purchase Agreement (the “Change in Control Agreement”), Nova Aura Limited acquired 2,500,000 shares of our common stock (the “Acquired Shares”) from Jiang Jian. The Acquired Shares represent approximately 68.82% of the outstanding shares of our common stock and constitute voting control of our company. The total consideration paid by Nova Aura Limited for the Acquired Shares was $586,473 in cash from internal funds.
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In conjunction with the Change in Control Agreement:
| · | On August 21, 2025, Jiang Jian, as sole director, appointed Richard Chiang as a director of the Company. | |
| · | On August 22, 2025, Jiang Jian resigned as President, Sole Director, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Company. | |
| · | Also on August 22, 2025, Nova Aura Limited, as the majority shareholder, elected Richard Chiang to serve as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board of Directors. |
Other than the ongoing strategic re-evaluation of the KIDWIN mobile application described below, there has been no material change to the Company’s business plan as a result of the change in control. See Item 1. Description of Business and Item 13. Certain Relationships and Related Transactions, and Director Independence.
Current Status and Strategic Re-Evaluation of Our Mobile Application
Our primary asset is the proprietary KIDWIN mobile application. The application was previously available for download on both the Google Play Store and the Apple App Store. However, management has made the strategic decision to temporarily remove the application from both platforms to re-evaluate its features, market positioning, and overall go-to-market strategy. The Company has temporarily suspended active operations of the application pending the completion of this re-evaluation.
Management is currently reviewing the status of the KIDWIN mobile application to determine whether the Company will continue to support and maintain the application or, alternatively, whether the asset should be considered impaired or abandoned. A final decision has not yet been made. The outcome of this review will depend on the Company’s ability to secure additional financing, market conditions, and management’s strategic assessment of the application’s long-term viability. There is no assurance that the application will ever be re-listed on app stores or generate revenue.
Results of Operations
Year Ended January 31, 2026 Compared to Year Ended January 31, 2025
The following table summarizes our results of operations for the fiscal years ended January 31, 2026 and January 31, 2025:
| Year Ended January 31, 2026 | Year Ended January 31, 2025 | |||||||
| Revenues | $ | -0- | $ | -0- | ||||
| General and Administrative Expenses | $ | 145,097 | $ | 27,488 | ||||
| Other Income – Debt Forgiveness | $ | 144,425 | $ | -0- | ||||
| Net Income (Loss) | $ | (672 | ) | $ | (27,488 | ) | ||
Revenue
We did not generate any revenues during the fiscal years ended January 31, 2026 or January 31, 2025. We remain in the development stage and have not yet commenced generating revenue from our principal business operations. We continue to develop our mobile application and website platform and are working toward commercialization.
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General and Administrative Expenses
General and administrative expenses for the fiscal year ended January 31, 2026 were $ 145,097, compared to $ 27,565 for the fiscal year ended January 31, 2025, representing an increase of approximately $111,532, or approximately 426%. The significant increase was primarily attributable to consulting fees of $81,453 (including $49,503 in consulting services provided by Tech Associates Inc.), professional fees of $40,500 (including audit, legal, accounting, and EDGAR/XBRL filing fees), transfer agent fees of $4,041, OTC market fees of $7,500, and advertising and promotion costs of $749. These costs reflect the Company’s increased compliance, reporting, and operational activities during the fiscal year as we advanced the development of our platform and maintained our status as an SEC-reporting issuer.
Debt Forgiveness
During the fiscal year ended January 31, 2026, we recognized debt forgiveness of $144,425. The debt forgiveness resulted from the settlement and forgiveness of previously outstanding obligations, including the Director Loan of $46,890, the Promissory Note of $41,000, and accrued interest payable of $12,480 that were outstanding as of January 31, 2025. No comparable transaction was recorded in the prior fiscal year ended January 31, 2025.
Net Income (Loss)
As a result of the foregoing, we recorded net income of $145,097 for the fiscal year ended January 31, 2026, compared to a net loss of $27,565 for the fiscal year ended January 31, 2025. The net income in the current fiscal year was driven entirely by the non-cash debt forgiveness and is not indicative of operating profitability.
Income Taxes
We recorded no provision for income taxes for the fiscal year ended January 31, 2026 or January 31, 2025. Due to our history of net operating losses, we have established a full valuation allowance against all deferred tax assets. As of January 31, 2026, we have accumulated net operating loss carry forwards of approximately $30,470, which may be available to offset future taxable income, subject to applicable limitations under the Internal Revenue Code.
Liquidity and Capital Resources
The following table summarizes our financial position as of January 31, 2026 and January 31, 2025:
| January 31, 2026 | January 31, 2025 | |||||||
| Cash | $ | 19,081 | $ | 36 | ||||
| Total Assets | $ | 45,438 | $ | 32,541 | ||||
| Total Liabilities | $ | 111,886 | $ | 100,370 | ||||
| Total Stockholders’ Equity (Deficit) | $ | (68,498 | ) | $ | (67,828 | ) | ||
| Accumulated Deficit | $ | (235,829 | ) | $ | (90,733 | ) | ||
Cash and Cash Equivalents
As of January 31, 2026, we had cash and cash equivalents of $19,081, compared to $36 as of January 31, 2025. The significant improvement in cash position was due to financing activities, primarily advances from a related third party. Notwithstanding our current cash balance, our ability to sustain operations is dependent on our continued ability to obtain financing.
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Operating Activities
For the twelve months ended January 31, 2026, net cash used in operating activities was $146,683, primarily reflecting our net loss adjusted for non-cash items including accumulated amortization of $8,198. Increases in accounts payable partially offset cash outflows. We continue to use cash primarily to fund general and administrative expenses.
Financing Activities
For the twelve months ended January 31, 2026, net cash provided by financing activities was $165,728, consisting entirely of advances received from related parties. As of January 31, 2026, amounts due to third parties totaled $109,192. These advances are unsecured, and repayment terms have not been formally established. We have relied on these advances as our primary source of capital since inception.
Total Liabilities and Stockholders’ Equity (Deficit)
As of January 31, 2026, total liabilities were $111,886, compared to $100,370 as of January 31, 2025. The increase was primarily driven by additional amounts due to a third party, partially offset by the forgiveness of the Director Loan, Promissory Note, and accrued interest payable during the year.
Total stockholders’ deficit was $(68,498) as of January 31, 2026, compared to a deficit of $(67,828) as of January 31, 2025.
Going Concern
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As reflected in our financial statements, we have not generated any revenues since inception, have an accumulated deficit of $68,498 as of January 31, 2026, and continue to be dependent upon financing from related and third parties to sustain our operations. These factors raise substantial doubt about our ability to continue as a going concern.
Management’s plans to address this uncertainty include seeking to generate revenues from our mobile application and website platform, pursuing additional equity or debt financing, and managing operating costs. However, there can be no assurance that we will be successful in executing these plans. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
As of January 31, 2026, we did not have any off-balance sheet arrangements, as defined under applicable SEC regulations, that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Critical Accounting Policies and Estimates
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Intangible Assets – Mobile Application and Website Development
We capitalize costs incurred in the development of our mobile application and website platform. As of January 31, 2026, capitalized development costs totaled $41,000, with accumulated amortization of $16,746, resulting in net intangible assets of $ 24,254. We amortize these assets on a straight-line basis over their estimated useful lives. We assess the recoverability of these assets periodically and record impairment losses when warranted.
Income Taxes
We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We have established a full valuation allowance against all deferred tax assets as we believe it is more likely than not that such assets will not be realized.
Recent Developments
We continue to evaluate the development of our mobile application and website platform. Management is pursuing strategic opportunities to generate potential revenue and expand the Company’s operational footprint. We have 3,632,750 shares of common stock issued and outstanding as of January 31, 2026, with 75,000,000 shares authorized at a par value of $0.0001 per share.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Impairment of Long-Lived Assets
The Company evaluates its long-lived assets, including the capitalized mobile application, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Given that the KIDWIN mobile application is not currently operational and is under review for potential abandonment, management has initiated an impairment assessment. Any impairment charge could be material to the financial statements.
Recent Accounting Pronouncements
Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), (including its EITF, the AICPA and the SEC), did not or are not believed by management to have a material effect on our company’s present or future financial statements.
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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
Please see our Financial Statements required by this Item, together with the report thereon of the Independent Registered Public Accounting Firm, beginning on page F-1 of this Annual Report.
Item 9. Changes in and Disagreements with Accounting and Financial Disclosures.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which is described below.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. 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.
Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2026. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of January 31, 2025. Our Chief Executive Officer concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:
| · | Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements; | |
| · | Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures. | |
| · | Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and |
While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that this is typical in many development stage companies. We may not be able to fully remediate the material weakness until we commence operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended January 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 10 |
Item 9B. Other Information.
During the year ended January 31, 2026,
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable. The Company’s independent registered public accounting firm is located in Los Angeles, California, United States, which is not a foreign jurisdiction. Accordingly, the Public Company Accounting Oversight Board (PCAOB) has not determined that it is unable to inspect or investigate the Company’s auditor completely, and the Company is not a “covered issuer” under the Holding Foreign Companies Accountable Act.
| 11 |
PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Directors and Executive Officers
Directors of the corporation are elected by the stockholders to a term of one (1) year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serve until a successor is duly appointed and qualified, or until removed from office.
The Board of Directors currently consists of a single director, Richard Chiang. As a result, the Board has no separate nominating, auditing, or compensation committees. The full Board performs the functions that would otherwise be delegated to such committees.
The Company has not adopted a formal code of ethics because, as a development-stage company with a single executive officer and director, management believes that the cost of maintaining such a code outweighs the benefits at this time. The Company intends to adopt a code of ethics in the future if and when it expands its operations and board size.
Our executive officer and director, his name, age, positions, and service dates as of the date of this Annual Report are as follows
| Name | Age | Position(s) | Served Since | Term Expires |
| Richard Chiang | 55 | President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Sole Director | August 22, 2025 | Next Annual Meeting of Stockholders |
Richard Chiang, 55, is the President of Tech Associates Inc., a financial consulting and advisory firm he has led since 2012. He is the Chief Financial Officer and a director of Rafex Gold Corp, an alternative reporting company on OTC Markets.. Mr. Chiang has held senior leadership positions at Lehman Brothers, Wedbush Securities, Roth Capital Partners LLC, and Bear, Stearns & Co. Inc., managing institutional and high net worth assets. Mr. Chiang has served in principal officer and director positions, assisting multiple corporate entities in becoming publicly traded and executing domestic and international merger and acquisition transactions. He has previously held FINRA Series 7, 24, 63, and NASAA Series 65 licenses.
From 2017 to 2023, he served as a FINRA arbitrator. Mr. Chiang holds a B.S. from the University of California, Berkeley, Haas School of Business and a degree from the Goldman School of Public Policy.
Consulting Agreement
The Company has entered into a consulting agreement with Tech Associates Inc., an entity controlled by Mr. Chiang, to provide ongoing management and advisory services to the Company. The consulting agreement was filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2025.
Legal Proceedings
To the best of management’s knowledge, there are no material legal proceedings to which Mr. Chiang is a party, and there have been no criminal convictions, bankruptcies, or SEC sanctions involving Mr. Chiang during the past ten (10) years that would be required to be disclosed under Item 401(f) of Regulation S-K.
| 12 |
Family Relationships
There are no family relationships among any of our executive officers or directors.
Other Directorships
During the past five (5) years, Mr. Chiang has not served as a director of any other company required to report to the SEC, other than as described above.
Audit Committee Financial Expert
The Company does not have an audit committee financial expert because the Company’s Board of Directors consists of a single director, and the Company believes that the cost of retaining a financial expert at this stage of its development outweighs the benefits. The Board intends to appoint an audit committee financial expert if and when the Company expands its board size and operations.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who own more than ten percent (10%) of the Company’s common stock to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely upon a review of copies of such reports furnished to the Company, the Company believes that all Section 16(a) filing requirements applicable to its directors, executive officers, and ten-percent stockholders were complied with during the fiscal year ended January 31, 2026.
Code of Ethics
The Company has not adopted a written code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer, or controller, as the Company is a development-stage company with a single executive officer and director. The Company intends to adopt a code of ethics in the future if and when it expands its operations and board size.
Corporate Governance
We promote accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by our company and strives to be compliant with applicable governmental laws, rules and regulations. We have not, however, formally adopted a written code of business conduct and ethics that governs our employees, officers and directors, as our company is not required to do so.
In lieu of an Audit Committee, our sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of our company’s financial statements and other services provided by our company’s independent public accountants. The sole director reviews our company’s internal accounting controls, practices and policies.
| 13 |
Insider Trading Policy
Code of Business Conduct
We have not adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K.
Board Committees
We do not have any Board Committees.
Item 11. Executive Compensation
The table below summarizes the total compensation earned by each of our named executive officers (“NEOs”) for each of the fiscal years listed.
Summary Compensation Table
The following table provides certain information regarding compensation awarded to, earned by, or paid to our named executive officers during the fiscal years ended January 31, 2026 and January 31, 2025.
| Name and Principal Position | Fiscal Year Ended 1/31 | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) | |||||||||||||||||||||
Richard Chiang (1) | 2026 | – | – | – | – | – | – | |||||||||||||||||||||
| President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman | 2025 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||
Jiang Jian (2) | 2026 | – | – | – | – | – | – | |||||||||||||||||||||
| Former Chief Executive Officer, President and Chief Financial Officer | 2025 | – | – | – | – | – | – | |||||||||||||||||||||
Wiktor Moroz | 2025 | – | – | – | – | – | – | |||||||||||||||||||||
| Former Chief Executive Officer and Chief Financial Officer | 2024 | – | – | – | – | – | – |
__________
(1) Mr. Chiang has served as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board since August 2025. No compensation was paid to Mr. Chiang in his capacity as an officer or director of the Company. Mr. Chiang provides technology consulting services to the Company through Tech Associates Inc. pursuant to an independent contractor arrangement; any fees paid under that arrangement are not included in the table above as they were not paid in his capacity as an officer or director.
(2) Mr. Jian served as Chief Executive Officer, President, and Chief Financial Officer from March 18, 2025 until August 2025.
| 14 |
Outstanding Equity Awards at Fiscal Year End
The table below reflects all outstanding equity awards made to each named executive officer that were outstanding as of January 31, 2026.
| Name | Grant Date | # Securities Underlying Unexercised Options (Exercisable) | # Securities Underlying Unexercised Options (Unexercisable) | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||
| Richard Chiang | – | – | – | – | – |
No equity awards have been granted to any named executive officer.
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in his capacity as a director. Mr. Chiang does not receive any separate compensation for his service as a director or in any of his officer roles.
Stock Plan
We have not adopted a stock plan but may do so in the future.
Item 402(x) Disclosure Regarding Option Award Timing
The Company does not maintain any equity compensation plans and did not grant any stock options, stock appreciation rights, or similar option-like instruments to any named executive officer during the fiscal year ended January 31, 2026.
During the fiscal year ended January 31, 2026, the Company did not grant any equity awards to any named executive officer during the period beginning four business days before and ending one business day after the filing or furnishing of a Current Report on Form 8-K, Quarterly Report on Form 10-Q, or Annual Report on Form 10-K that disclosed material nonpublic information.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table lists, as of the date of this Annual Report, the shareholdings of (i) each person owning beneficially 5% or more of our Company’s outstanding common stock; (ii) each executive officer of the Company; and (iii) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his or her securities. Information relating to beneficial ownership of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the SEC. 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 dispose or direct the disposition 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 SEC 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. Except as disclosed herein, we do not have any outstanding options or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Rapid Line Inc., 1111 S. Roop Street, #1915, Carson City, NV 89702.
| 15 |
| Name of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership (1) | Percent of Class (2) | |||||||
Nova Aura Limited (3) Majority Controlling Shareholder | Common Stock | 2,500,000 | 68.82% | |||||||
Richard Chiang (4) President, CEO, CFO, Secretary, Treasurer and Chairman | Common Stock | – | – | |||||||
| All Officers and Directors as a Group (1 person) | Common Stock | – | – | |||||||
__________
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock.
(2) Based on 3,632,750 shares of common stock issued and outstanding as of the date of this Annual Report.
(3) Nova Aura Limited is a company incorporated in the Republic of the Marshall Islands. The address of Nova Aura Limited is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. Nova Aura Limited acquired its 2,500,000 shares of common stock, representing approximately 68.82% of the issued and outstanding shares of the Company, pursuant to a private transfer from Jiang Jian, the Company’s former officer and director.
(4) Richard Chiang has served as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board since August 2025. Mr. Chiang does not own, directly or indirectly, any shares of the Company’s common stock, and no options or other equity awards have been granted to Mr. Chiang.
Equity Compensation Plan Information
We do not currently have any equity compensation plans in effect. No options, warrants, or other equity-based awards are outstanding as of the date of this Annual Report.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The following is a summary of transactions since the beginning of our last two fiscal years, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or holder of 5% or more of our common stock, or an immediate family member of any of those persons.
Recent Change in Control
During the fiscal year ended January 31, 2026, a change in control of the Company occurred. Jiang Jian, the Company’s former Chief Executive Officer, President, Chief Financial Officer, and director, transferred his 2,500,000 shares of common stock of the Company (representing approximately 68.82% of the issued and outstanding shares) to Nova Aura Limited, a company incorporated in the Republic of the Marshall Islands. As a result of this transfer, Nova Aura Limited became the majority controlling shareholder of the Company. Concurrent with this change in ownership, Richard Chiang was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board in August 2025, succeeding Mr. Jian in all officer and director roles. There was no change in the business plan of the Company associated with the change in control. See Item 1. Description of Business.
| 16 |
Sale of Common Stock
In January 2022, the Company issued 2,500,000 shares of its common stock to Wiktor Moroz, the Company’s former sole director and officer, in consideration of services provided on behalf of the Company. Those shares were valued at $250 in the aggregate. This founding issuance is disclosed for historical context as it represents the origin of the shares subsequently transferred through the chain of title described above. No shares of common stock were issued or sold by the Company during the fiscal year ended January 31, 2026.
Related Party Transactions — Advances from Third Parties
During the fiscal years ended January 31, 2026 and January 31, 2025, the Company received advances from related third parties to fund its operations. As of January 31, 2026, the total amount due to third parties was $109,192, compared to nil as of January 31, 2025. These advances are unsecured and no formal repayment terms have been established. During the fiscal year, certain previously outstanding obligations — including a Director Loan of $46,890, a Promissory Note of $41,000, and accrued interest payable of $12,480 — were forgiven, resulting in the recognition of debt forgiveness of $143,327.
Independent Contractor Arrangement
Richard Chiang, the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board, provides consulting services to the Company through Tech Associates Inc. pursuant to an independent contractor arrangement. During the fiscal year ended January 31, 2026, the Company paid $81,453 in consulting fees to Tech Associates Inc. under this arrangement. No compensation was paid to Mr. Chiang in his capacity as an officer or director.
Director Independence
Our common stock is quoted on the OTC Markets Group (Pink) under the symbol “RPDL.” We are not listed on a national securities exchange and are therefore not subject to the corporate governance listing standards of any such exchange. For reference purposes, we evaluate director independence using the standards applied by the NASDAQ Global Market. Our sole director, Richard Chiang, currently serves as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board. Under the NASDAQ independence standards adopted for reference purposes, Mr. Chiang does not qualify as an independent director given his executive officer roles with the Company. Accordingly, we do not currently have an independent director on our Board.
We intend to recruit independent directors as our business develops and as resources permit.
Item 14. Principal Accountant Fees and Services
Fees Paid to Independent Registered Public Accounting Firm
Set forth below is a summary of certain fees paid to our Independent Registered Public Accounting Firm, DylanFloyd Accounting & Consulting, for services rendered during the fiscal years ended January 31, 2026 and 2025, respectively.
| Fee Category | Fiscal Year 2026 | Fiscal Year 2025 | ||||||
| Audit Fees | $ | 15,300 | $ | 19,500 | ||||
| Tax Fees | – | – | ||||||
| All Other Fees | – | – | ||||||
| Total | $ | 15,300 | $ | 19,500 | ||||
| 17 |
Audit Fees
Audit fees were for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
Audit-Related Fees
Audit-related fees consist of fees billed for professional services for consultation on accounting matters.
Approval of Services Provided by Independent Registered Public Accounting Firm
The Board of Directors has considered whether the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
| 18 |
PART IV
Item 15. Exhibit and Financial Statement Schedules.
| (a) | (1) | Financial Statements |
| The following are filed as part of this Annual Report: | ||
| The Financial Statements of Rapid Line Inc. at January 31, 2026 and 2025, and for each of the two fiscal years ended January 31, 2026 and 2025, respectively, together with the reports of the Independent Registered Public Accounting Firms, are set forth beginning on page F-1of this Annual Report. | ||
| (2) | Not applicable. | |
| (3) | Exhibits |
| Exhibit No. | Description | ||
| 31.1 # | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | ||
| 32.1 # | Certification of the Company’s Principal Executive Officer and Principal Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 101. INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document | ||
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Item 16. Form 10-K Summary.
None.
| 19 |
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 on May 13, 2026.
| RAPID LINE INC. | ||
| By: | /s/ Richard Chiang | |
| Richard Chiang | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on May 13, 2026.
| Signature | Title | |
| /s/ Richard Chiang | President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman | |
| Richard Chiang |
Principal Financial Officer and Principal Accounting Officer and Sole Director | |
| 20 |
INDEX TO FINANCIAL STATEMENTS
RAPID LINE INC.
TABLE OF CONTENTS
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheets as of January 31, 2026 and January 31, 2025 | F-4 | |
| Statement of Operations for the Years ended January 31, 2026 and 2025 | F-5 | |
| Statements of Stockholders’ Deficit for the Years ended January 31, 2026 and 2025 | F-6 | |
| Statements of Cash Flows for the Years ended January 31, 2026 and 2025 | F-7 | |
| Notes to the Audited Financial Statements | F-8 |
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Rapid Line Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Rapid Line Inc. (the "Company") as of January 31, 2026 and 2025, the related statements of operations, changes in stockholders' deficit, for each of the two years in the period ended January 31, 2026 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 the Company as of January 31, 2026 and 2025 and the results of its operations and its cash flows for each of the two years ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $235,830 and a negative cash flow from operations amounting to $145,097 for the period ended January 31, 2026. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company's 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 these uncertainties.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's 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 the Company 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. The Company 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 Company's internal control over financial reporting. Accordingly, we express no such opinion.
| F-2 |
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.
/s/
PCAOB #
We have served as the Company’s auditor since 2023.
May 11, 2026
| F-3 |
RAPID LINE INC.
BALANCE SHEETS
| January 31, | January 31, | |||||||
| 2026 | 2025 | |||||||
| (Audited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Bank Account | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| Non- Current Intangible Assets | ||||||||
| Mobile Application and Website Development | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Total Non-Current Intangible Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable/Accrued Liabilities | $ | $ | ||||||
| Interest Payable | ||||||||
| Total Current Liabilities | ||||||||
| Long term Liabilities | ||||||||
| Director Loan | ||||||||
| Due to Third Party | ||||||||
| Promissory Note | ||||||||
| Total Long term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding January 31, 2026 and January 31, 2025 respectively; | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes, which are an integral part of these financial statements
| F-4 |
RAPID LINE INC.
STATEMENTS OF OPERATIONS
| Twelve | Twelve | |||||||
| Months | Months | |||||||
| Ended | Ended | |||||||
| January 31, 2026 | January 31, 2025 | |||||||
| REVENUES | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| Other income/debt forgiveness | ||||||||
| NET INCOME (LOSS) FROM OPERATIONS | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | $ | ||||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||
See accompanying notes, which are an integral part of these financial statements
| F-5 |
RAPID LINE INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED JANUARY 31, 2026& JANUARY 31, 2025
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Deficit | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Accumulated | Deficit | ||||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Adjustments to Additional Paid-In Capital | – | |||||||||||||||||||
| Net income for the year ending January 31, 2026 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, January 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-in | Deficit | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Accumulated | Deficit | ||||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net income for the year ending January 31, 2025 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes, which are an integral part of these financial statements
| F-6 |
RAPID LINE INC.
STATEMENTS OF CASH FLOWS
| Twelve Months | Twelve Months | |||||||
| Ended | Ended | |||||||
| January 31, 2026 | January 31, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net income (loss) to cash provided by operating activities | ||||||||
| Debt forgiveness | ||||||||
| Interest Payable | ( | ) | ||||||
| Accumulated amortization | ( | ) | ||||||
| Increase/Decrease related to Prepaid Expenses | ||||||||
| Increase in accounts payable | ||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Related Parties | ||||||||
| Related parties Loans | ||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net increase in cash and equivalents | ( | ) | ||||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
See accompanying notes, which are an integral part of these financial statements
| F-7 |
RAPID LINE INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED JANUARY 31, 2026 AND JANUARY 31, 2025
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
RAPID LINE INC. (referred to as the “Company”, “we”, “our”) is a development stage company formed to commence operations concerned with online education. We were incorporated under the laws of the State of Wyoming on January 10, 2022. Since our formation, we have been engaged in the business of the development, marketing and business process analysis, problem solving and general business services. We have purchased a website and a working prototype of an online services mobile platform application known as “KIDWIN”.
Our principal executive and business office is located at 1111 S. Roop Street, #1915, Carson City, NV 89702.
During the fiscal year ended January 31, 2026, the Company underwent
a change in control. Jiang Jian, who had served as President, Chief Executive Officer, Chief Financial Officer, and sole director since
March 18, 2025, transferred his 2,500,000 shares of the Company’s common stock to Nova Aura Limited, a company incorporated in the Republic
of the Marshall Islands. Concurrent with this share transfer, Richard Chiang was appointed as President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer, and Chairman of the Board in August 2025. As of January 31, 2026, the Company had an accumulated
deficit of $
Note 2 – GOING CONCERN
The accompanying financial statements have
been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”),
which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year-end is January 31.
| F-8 |
Revenue
In accordance with ASC 606, revenue is measured based on consideration specified with a customer and recognized when the Company satisfies the performance obligation specified with the customer. During the years ended January 31, 2026 and January 31, 2025, the Company did not generate any revenue.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
FASB ASC Topic 820, “Fair Value Measurement,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to measure fair value.
The three levels are defined as follows:
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.
Due to their short-term nature, the carrying values of cash, amounts due to third parties, and accounts payable approximated fair value at January 31, 2026 and January 31, 2025.
Income Taxes
The Company is a C Corporation under the Internal Revenue Code and a similar section of the state code.
All income tax amounts reflect the use of the liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes. Current year expense represents the amount of income taxes paid, payable, or refundable for the period.
Deferred income taxes, net of appropriate valuation allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements.
The Company’s income tax returns are subject to review and examination by federal, state, and local governmental authorities. As of January 31, 2026, our January 31, 2025 tax return was open to examination with federal, state, and local governmental authorities. To the extent penalties and interest are incurred through an examination, they would be included as part of operations in the statement of operations.
| F-9 |
Long-Lived Assets – Intangible Assets
The Company accounts for its intangible assets in accordance with ASC Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC Subtopic 350-30 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. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of January 31, 2026 and January 31, 2025, there were potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of January 31, 2026 and January 31, 2025, there were no differences between the Company’s comprehensive income (loss) and net income (loss).
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
Segment Reporting
Management has determined that the Company operates as a operating and reportable segment in accordance with ASC Topic 280, Segment Reporting. The Company’s chief operating decision maker (“CODM”), identified as the Chief Executive Officer, evaluates financial performance and allocates resources on a consolidated basis. The Company currently operates in a single line of business focused on the development of its KIDWIN mobile application and related online education platform. Substantially all of the Company’s assets are located in the United States and the Company has not generated revenue during the periods presented.
Note 4 – COMMON STOCK
The Company has shares of common stock authorized at $ par value.
The following is a summary of the Company’s common stock issuances since inception:
On January 10, 2022, the Company issued shares of common
stock to its then-sole director and officer, Wiktor Moroz, for services rendered, valued at $
In July 2022, the Company issued
shares of common stock to several individuals at $0.02 per share for aggregate consideration of $
| F-10 |
In October 2022, the Company issued shares of common stock
to several individuals at $0.02 per share for aggregate consideration of $
In January 2023, the Company issued shares of common stock
to several individuals at $0.02 per share for aggregate consideration of $
In April 2023, the Company issued shares of common stock to
several individuals at $0.02 per share for aggregate consideration of $
shares of common stock were issued or sold during the fiscal years ended January 31, 2026 or January 31, 2025. There were shares of common stock issued and outstanding as of January 31, 2026.
Voting Common Stock
All shares of common stock have voting rights and are identical. All holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital stock held by such stockholder.
Non-Voting Common Stock
All of the other terms of the Non-Voting Common Stock shall be identical to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock, as explained in the Company’s Bylaws.
Note 5 – COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may become a party to litigation matters involving claims against it. As of January 31, 2026, there are no current matters that would have a material effect on the Company’s financial position or results of operations.
Note 6 – INTANGIBLE ASSETS
As of January 31, 2026, the Company’s only material asset is the KIDWIN mobile application and website platform, which has been capitalized as an intangible asset. The application is not currently generating revenue. Management has initiated an impairment assessment under ASC 360-10-35. While no final determination has been made, the asset may be partially or fully impaired. Any impairment charge will be recognized in the period of determination.
The Company purchased the website and mobile application for $
| F-11 |
Balances as of January 31, 2026 and January 31, 2025 are as follows:
| January 31, 2026 | January 31, 2025 | |||||||
| Intangible Assets Purchased | $ | $ | ||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Net Book Value | $ | $ | ||||||
Amortization expense recognized during the fiscal year ended January
31, 2026 was $
Note 7 – RELATED PARTY TRANSACTIONS
Change in Control and Management
Effective March 18, 2025, Jiang Jian acquired 2,500,000 shares of the Company’s common stock from Wiktor Moroz, pursuant to a stock purchase agreement, for total consideration of $362,315 in cash. In conjunction with this transaction, Wiktor Moroz resigned as Sole Director, CEO, CFO, and Secretary, and Jiang Jian was appointed as Sole Director, President, Chief Executive Officer, and Secretary.
In August 2025, Jiang Jian transferred his 2,500,000 shares to Nova Aura Limited, a company incorporated in the Republic of the Marshall Islands, and Richard Chiang was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board of the Company. As of January 31, 2026, Richard Chiang serves as the Company’s sole officer and director.
Consulting Services – Tech Associates Inc.
Richard Chiang, the Company’s sole officer and director, provides technology
consulting services to the Company through Tech Associates Inc. pursuant to an independent contractor arrangement. During the fiscal year
ended January 31, 2026, the Company incurred consulting fees of $
Related Party Loan
Our majority control shareholder Nova Aura Limited provides us with
ongoing financial support and as of January 31, 2026, there is $
Debt Forgiveness
During the fiscal year ended January 31,
2026, certain previously outstanding obligations of the Company were forgiven. The forgiven amounts include: (i) a Director Loan
from Wiktor Moroz of $
| F-12 |
Prior Year Related Party Activity
During the fiscal year ended January 31, 2025, Wiktor Moroz, the then-sole
director and officer, paid $
Note 8 – INCOME TAXES
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018.
As of January 31, 2026, the Company had accumulated net operating loss carry forwards of approximately $91,404 that may be available to reduce future years’ taxable income, subject to applicable limitations, in varying amounts through 2046. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended January 31, 2026 and January 31, 2025 is as follows:
| Schedule of income tax reconciliation | ||||||||||||||||
| Year Ended January 31, 2026 | Year Ended January 31, 2025 | |||||||||||||||
| Amount ($) | % | Amount ($) | % | |||||||||||||
| Federal statutory income tax benefit attributable to current operations | $ | ( | ) | ( | ) | $ | ( | ) | ( | ) | ||||||
| Change in valuation allowance | ||||||||||||||||
| Net provision for federal income taxes | $ | $ | ||||||||||||||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:
| Deferred tax asset attributable to: | January 31, 2026 | January 31, 2025 | ||||||
| Net operating loss carryover | $ | 30,470 | $ | 19,054 | ||||
| Less: valuation allowance | (30,470 | ) | (19,054 | ) | ||||
| Net deferred tax asset | $ | – | $ | – | ||||
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Based on this assessment, management has established a full valuation allowance against all deferred tax assets relating to net operating losses because it is more likely than not that such deferred tax assets will not be realized.
The Company had no unrecognized tax benefits as of January 31, 2026 or January 31, 2025. The Company’s tax years from inception through January 31, 2026 remain open to examination by federal, state, and local taxing authorities.
The Company did not pay any federal, state, or foreign income taxes during the years ended January 31, 2026 or January 31, 2025.
Note 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to January 31, 2026 through the date these financial statements were issued and has determined that there are no material subsequent events required to be disclosed in these financial statements.
| F-13 |