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Table of Contents
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Mark One
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2025
☐ TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File No. 000-56569
RAPID LINE INC.
(Exact name of registrant as specified in its charter)
Wyoming
(State or Other Jurisdiction of
Incorporation or Organization) |
8200
(Primary Standard Industrial
Classification Number) |
EIN 98-1646802
(IRS Employer
Identification Number) |
RAPID LINE INC.
1111 South Roop St #1915, Carson City, Nevada 89702
Telephone: 415-841-3570
(Address and telephone number of principal executive
offices)
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 |
|
NONE |
|
N/A |
Indicate by checkmark whether the issuer: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 ☐
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, 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:
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 checkmark whether the registrant is a
shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the practicable date:
At September 15, 2025, the number of shares of the Registrant’s common
stock outstanding was 3,632,750.
TABLE OF CONTENTS
PART I. |
FINANCIAL INFORMATION |
|
|
|
|
Item 1. |
Financial Statements (Unaudited) |
3 |
|
|
|
|
Balance Sheets |
3 |
|
|
|
|
Statement of Operations |
4 |
|
|
|
|
Statement of Stockholders’ Equity |
5 |
|
|
|
|
Statement of Cash Flows |
6 |
|
|
|
|
Notes to the Financial Statements |
7 |
|
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 |
|
|
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
14 |
|
|
|
Item 4. |
Controls and Procedures |
14 |
|
|
|
PART II. |
OTHER INFORMATION |
|
|
|
|
Item 1. |
Legal Proceedings |
15 |
|
|
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
15 |
|
|
|
Item 3. |
Defaults Upon Senior Securities |
15 |
|
|
|
Item 4. |
Mine Safety Disclosures |
15 |
|
|
|
Item 5. |
Other Information |
15 |
|
|
|
Item 6. |
Exhibits |
15 |
|
|
|
|
Signatures |
16 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
RAPID LINE INC.
BALANCE SHEETS
| |
| | |
| |
| |
July 31, 2025 (Unaudited) | | |
January 31, 2025 (Audited) | |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Bank Account | |
$ | – | | |
$ | 36 | |
Prepaid Expenses | |
| 53 | | |
| 53 | |
Total Current Assets | |
| 53 | | |
| 89 | |
| |
| | | |
| | |
Non- Current Intangible Assets | |
| | | |
| | |
Mobile Application and Website Development | |
| 41,000 | | |
| 41,000 | |
Accumulated Depreciation | |
| (12,646 | ) | |
| (8,548 | ) |
Total Non-Current Intangible Assets | |
| 28,354 | | |
| 32,452 | |
| |
| | | |
| | |
Total Assets | |
$ | 28,405 | | |
$ | 32,541 | |
| |
| | | |
| | |
LIABILITIES | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable/Accrued Liabilities | |
$ | 13,500 | | |
$ | – | |
Interest Payable | |
| – | | |
| 12,480 | |
Total Current Liabilities | |
| 13,500 | | |
| 12,480 | |
| |
| | | |
| | |
Long term Liabilities | |
| | | |
| | |
Director Loan | |
| 11,000 | | |
| 46,890 | |
Due to Third Party | |
| 1,647 | | |
| – | |
Promissory Note | |
| – | | |
| 41,000 | |
Total Long term Liabilities | |
| 12,647 | | |
| 87,890 | |
| |
| | | |
| | |
Total Liabilities | |
| 26,147 | | |
| 100,370 | |
| |
| | | |
| | |
Stockholders’ Equity | |
| | | |
| | |
Common stock, $0.0001 par value, 75,000,000 shares authorized; 3,632,750 shares issued and outstanding July 31, 2025 and January 31, 2025 respectively; | |
| 364 | | |
| 364 | |
Additional paid-in-capital | |
| 22,542 | | |
| 22,542 | |
Accumulated deficit | |
| (20,647 | ) | |
| (90,733 | ) |
Total Stockholders’ Equity | |
| 2,258 | | |
| (67,828 | ) |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Equity | |
$ | 28,405 | | |
$ | 32,541 | |
The accompanying notes are an integral part of these
financial statements.
RAPID LINE INC.
STATEMENT OF OPERATIONS (Unaudited)
| |
| | |
| | |
| | |
| |
| |
Three Months Ended July 31, 2025 | | |
Three Months Ended July 31, 2024 | | |
Six Months Ended July 31, 2025 | | |
Six Months Ended July 31, 2024 | |
| |
| | |
| | |
| | |
| |
REVENUES | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | |
General and Administrative Expenses | |
| 28,197 | | |
| 2,254 | | |
| 44,645 | | |
| 21,876 | |
| |
| | | |
| | | |
| | | |
| | |
TOTAL OPERATING EXPENSES | |
| 28,197 | | |
| 2,254 | | |
| 44,645 | | |
| 21,876 | |
| |
| | | |
| | | |
| | | |
| | |
Other income/debt forgiveness | |
| – | | |
| – | | |
| 114,731 | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
NET INCOME (LOSS) FROM OPERATIONS | |
| (28,197 | ) | |
| (2,254 | ) | |
| 70,086 | | |
| (21,876 | ) |
| |
| | | |
| | | |
| | | |
| | |
PROVISION FOR INCOME TAXES | |
| – | | |
| – | | |
| – | | |
| – | |
| |
| | | |
| | | |
| | | |
| | |
NET INCOME (LOSS) | |
$ | (28,197 | ) | |
$ | (2,254 | ) | |
$ | 70,086 | | |
$ | (21,876 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET LOSS PER SHARE: BASIC AND DILUTED | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING: BASIC AND DILUTED | |
| 3,632,750 | | |
| 3,632,750 | | |
| 3,632,750 | | |
| 3,632,750 | |
The accompanying notes are an integral part of these
financial statements.
RAPID LINE INC.
STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)
| |
| | |
| | |
| | |
| | |
| |
| |
Common Stock | | |
Additional Paid-in | | |
Deficit Accumulated during the Development | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Stage | | |
Deficit | |
| |
| | |
| | |
| | |
| | |
| |
Inception, January 10, 2022 | |
| – | | |
$ | – | | |
$ | – | | |
$ | – | | |
$ | – | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued for cash at $0.0001 per share on January 10, 2022 | |
| 2,500,000 | | |
| 250 | | |
| – | | |
| – | | |
| 250 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the year ended January 31, 2022 | |
| – | | |
| – | | |
| – | | |
| (731 | ) | |
| (731 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 31, 2022 | |
| 2,500,000 | | |
$ | 250 | | |
$ | – | | |
$ | (731 | ) | |
$ | (481 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued for cash at $0.02 per share in July, 2022 | |
| 167,500 | | |
| 167 | | |
| 3,333 | | |
| – | | |
| 3,350 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued for cash at $0.02 per share in October, 2022 | |
| 625,250 | | |
| 625 | | |
| 15,776 | | |
| – | | |
| 12,505 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued for cash at $0.02 per share in January, 2023 | |
| 275,000 | | |
| 28 | | |
| 21,248 | | |
| – | | |
| 21,276 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period ending January 31, 2023 | |
| – | | |
| – | | |
| – | | |
| (22,190 | ) | |
| (22,190 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 31, 2023 | |
| 3,567,750 | | |
$ | 357 | | |
$ | 21,248 | | |
$ | (22,921 | ) | |
$ | (1,316 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued for cash at $0.02 per share in April, 2023 | |
| 65,000 | | |
| 7 | | |
| 22,542 | | |
| – | | |
| 22,549 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period ending January 31, 2024 | |
| – | | |
| – | | |
| – | | |
| (40,247 | ) | |
| (40,247 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 31, 2024 | |
| 3,632,750 | | |
$ | 364 | | |
$ | 22,542 | | |
$ | (63,168 | ) | |
$ | (40,263 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the period ending January 31, 2025 | |
| – | | |
| – | | |
| – | | |
| (27,565 | ) | |
| (27,565 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, January 31, 2025 | |
| 3,632,750 | | |
$ | 364 | | |
$ | 22,542 | | |
$ | (90,733 | ) | |
$ | (67,828 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income for the period ending April 30, 2025 | |
| – | | |
| – | | |
| – | | |
| 98,283 | | |
| 98,283 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, April 30, 2025 | |
| 3,632,750 | | |
$ | 364 | | |
$ | 22,542 | | |
$ | 7,550 | | |
$ | 30,456 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net income for the period ending July 31, 2025 | |
| – | | |
| – | | |
| – | | |
| (28,197 | ) | |
| (28,197 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Balance, July 31, 2025 | |
| 3,632,750 | | |
$ | 364 | | |
$ | 22,542 | | |
$ | 20,647 | | |
$ | 2,258 | |
The accompanying notes are an integral part of these
financial statements.
RAPID LINE INC.
STATEMENT OF CASH FLOWS (Unaudited)
| |
| | |
| |
| |
Six Months Ended July 31, 2025 | | |
Six Months Ended July 31, 2024 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net income (loss) | |
$ | 70,086 | | |
$ | (21,876 | ) |
Adjustment to reconcile net income (loss) to cash provided by operating activities | |
| | | |
| | |
Accumulated amortization | |
| 4,100 | | |
| (4,098 | ) |
Increase/Decrease related to Prepaid Expenses | |
| – | | |
| – | |
Increase in accounts payable | |
| 13,500 | | |
| 2,050 | |
Decrease in interest payable | |
| (12,480 | ) | |
| – | |
CASH FLOWS USED IN OPERATING ACTIVITIES | |
| 75,207 | | |
| (23,924 | ) |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Related Party Loans | |
| (75,243 | ) | |
| 19,800 | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |
| (75,243 | ) | |
| 19,800 | |
| |
| | | |
| | |
Net increase in cash and equivalents | |
| (36 | ) | |
| (4,124 | ) |
Cash and equivalents at beginning of the period | |
| 36 | | |
| 4,452 | |
Cash and equivalents at end of the period | |
$ | – | | |
$ | 328 | |
| |
| | | |
| | |
Supplemental cash flow information: | |
| | | |
| | |
Cash paid for: | |
| | | |
| | |
Interest | |
$ | – | | |
$ | – | |
Taxes | |
$ | – | | |
$ | – | |
The accompanying notes are an integral part of these
financial statements.
RAPID LINE INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
SINCE INCEPTION ON JANUARY 10, 2022 TO JULY 31,
2025
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
RAPID LINE INC. (referred 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. From our formation we were engaged in the business of namely
the development, marketing and business process analysis, problem solving and general business services.
Our executive and business office is located at 1111
South Roop Street, Unit 1915, Carson City, NV 89702.
NOTE 2 – GOING CONCERN
As reflected in the financial statements, the
Company had stockholders’ equity of $2,258
at July 31, 2025. The Company had net income of $70,086,
which was attributable to forgiveness of debt of $114,731,
during the three months ended April 30, 2025. The Company has never generated any revenues and, unless it obtains capital, is not
expected to generate any revenues for the foreseeable future. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.
The Company is attempting to commence operations and
generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations.
Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its
strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement
its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments
related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might
be necessary should the Company be unable to 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 year-end is January 31.
The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)
and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information
and notes required by US GAAP for complete financial statements of the Company. In the opinion of management, these financial statements
reflect all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position, results
of operations and cash flows for the interim periods presented in conformity with US GAAP. These unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements and notes thereto for the year ended January 31, 2024. Interim
results are not necessarily indicative of the results that may be expected for a full year or any other interim period.
Revenue
In accordance with ASC 606, revenue is measured based
on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer.
During the period ended July 31, 2025, we have not generated any revenue.
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 investments
with the original maturities of three months or less to be cash equivalents. The Company issued 2,500,000 common shares for $250 at par
value $0.0001 for the purpose of managing the expenses of the financial operations for the Company by its former director Wiktor Moroz.
Mobile Application and Website development -
amortization
The Company is using straight - line amortization
for our mobile application and website since they are fully operational as of January 15, 2022.
Mobile Application and Website – $41,000.
Term of amortization – 60 months (5 years).
Since Inception to July 31, 2025 the company’s
accumulated amortization was $12,646.
Interest Payable Note
All interest owed pursuant to loans were forgiven
during the three months ended April 30, 2025. As of April 30, 2025, the Company had no liabilities.
Fair Value of Financial Instruments
AS topic 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 its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability
method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between
the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation
allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance
with FASB ASC 260 “Earnings per Share”. Basic 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 July 31, 2025, there were no potentially dilutive
debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair
value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
Management does not believe that any recently issued,
but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
NOTE 4 – LOAN FROM DIRECTOR
As of April 30, 2025, all loans from the Company’s
prior sole officer and director, Wiktor Moroz, had been forgiven by Mr. Moroz, in the total amount of $114,731. Further, as of the date
of this filing, Jiang Jian, the Company’s former sole officer and director has forgiven all outstanding debt due to him for expenses
incurred by the Company which at July 31, 2025 was $11,000. There are currently no loans or liabilities due to any party as of the filing
date of this quarterly report on Form 10-Q.
NOTE 5 – COMMON STOCK
The Company has 75,000,000, $0.0001 par value shares
of common stock authorized.
On January 10, 2022 the Company issued 2,500,000 shares
of common stock to a director for services rendered estimated to be $250 at $0.0001 per share.
In July of 2022, the Company issued 167,500 common
shares to few individuals at $0.02 per share in consideration of $3,350.
There were 2,667,500 shares of common stock issued
and outstanding as of July 31, 2022.
In October of 2022, the Company issued 625,250 common
shares to few individuals at $0.02 per share in consideration of $12,505.
There were 3,292,750 shares of common stock issued
and outstanding as of October 31, 2022.
In January, the Company issued 275,000 common shares
to few individuals at $0.02 per share in consideration of $5,500.
There were 3,567,750 shares of common stock issued
and outstanding as of January 31, 2023.
In April 2023, the Company issued 65,000 common shares
to few individuals at $0.02 per share in consideration of $1,300.
There were 3,632,750 shares of common stock issued
and outstanding as of July 31, 2025.
NOTE 6 – COMMITMENTS AND CONTINGENCIES
Our sole officer and director, Richard Chiang, provides
office space to the Company at no charge.
NOTE 7 – 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 legislation significantly changes U.S. tax law by,
among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed
repatriated earnings of foreign subsidiaries. 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.
The reconciliation of income tax benefit (expenses)
at the U.S. statutory rate at 21% for the period ended as follows:
Schedule of income tax benefit (expense) | |
| | |
| |
July 31, 2025 | |
| |
| |
Tax benefit (expenses) at U.S. statutory rate | |
$ | (4,121 | ) |
Change in valuation allowance | |
| 4,121 | |
Tax benefit (expenses), net | |
$ | – | |
The tax effects of temporary differences that give rise to significant
portions of the net deferred tax assets are as follows:
Schedule of deferred tax assets | |
| | |
| |
July 31, 2025 | |
| |
| |
Net operating loss | |
$ | 28,197 | |
Valuation allowance | |
| (28,197 | ) |
Deferred tax assets, net | |
$ | – | |
The Company has accumulated approximately $90,733
of net operating losses (“NOL”) carried forward to offset future taxable income up to 20 years, if any, in future years which
begin to expire in year 2038. 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. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers
the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs
for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE 8 – CHANGE IN CONTROL
Effective March 18, 2025, there occurred a change
in control of the Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Jiang
Jian acquired 2,500,000 shares of the Company’s common stock (the “Acquired Shares”) from Wiktor Moroz. The Acquired
Shares represent approximately 68.82% of the outstanding shares of the Company’s common stock and constitute voting control of the
Company. The total consideration paid by Mr. Jian for the Acquired Shares was $362,315 in cash. In conjunction with the Change-in-Control
Agreements, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of the Company and Jiang Jian was appointed
as the Sole Director, President, Chief Executive Officer and Secretary of the Company. On August 22, 2025, the Company entered into a
change in control whereby pursuant to a stock purchase agreement, Nova Aura Limited acquired 2,500,000 shares of the Company’s common
stock (the “Acquired Shares”) representing approximately 68.82% of the outstanding shares of the Company’s common stock
and voting control of the Company from Jiang Jian for $586,473 in cash. In connection with the change in control, Mr. Jian resigned his
titles as President, CEO, CFO, Secretary, Treasurer and Director of the Company.
NOTE 9 – FORGIVENESS OF DEBT
Effective August 22, 2025, in connection with the
Change-in-Control Agreement, the Company’s former sole officer and director, Jiang Jian, forgave all amounts owed to him by the
Company, a total amount of $11,000 in principal and interest.
NOTE 10 – SUBSEQUENT EVENTS
Management has evaluated subsequent events, in accordance
with FASB ASC Topic 855, “Subsequent Events,” through the date which the financial statements were available to be issued
and there are no material subsequent events, except as noted below.
Effective August 22, 2025, there occurred a change
in control of the Company. On such date, pursuant to a stock purchase agreement (the “August Change-in-Control Agreement”),
Nova Aura Limited acquired 2,500,000 shares of the Company’s common stock (the “Acquired Shares”) from the Company’s
former Sole Officer and Director, Jiang Jian. The Acquired Shares represent approximately 68.82% of the outstanding shares of the Company’s
common stock and constitute voting control 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 August Change-in-Control Agreement, on August 22, 2025,
Jiang Jian resigned as Sole Director, CEO, CFO and Secretary of the Company and Nova Aura Limited appointed Richard Chiang as the Sole
Director, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations
FORWARD LOOKING STATEMENTS
Statements made in this Form 10-Q that are not historical
or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities
Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by
the use of terms such as "August," "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 April occurs 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.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, we have no employees other than our officer
and director. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however,
we August adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.
Results of Operation
Our financial statements have been prepared assuming
that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of
assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet
our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Months Ended July 31, 2025:
During the three and six months ended July 31, 2025,
we have not generated any revenues.
Our net (loss)/gain for the three and six months ended
July 31, 2025 was ($28,197) and $70,086. Operating expenses consist of mainly professional fees, consulting expenses and depreciation
expenses.
During the three and six months ended July 31, 2024,
we have not generated any revenues.
Our net (loss)/gain for the three and six months ended
July 31, 2024 was ($2,254) and ($21,876). Operating expenses consist of mainly professional fees, consulting expenses and depreciation
expenses.
Liquidity and Capital Resources
As of July 31, 2025, our total assets were $28,405
consisting of Mobile Application and Website Development and Accumulated amortization and Prepaid Expenses and Issuances of Common Shares.
Current Liabilities | |
| |
Accounts Payable | |
$ | 13,500 | |
Interest Payable | |
| – | |
Total Current Liabilities | |
| 13,500 | |
Long term Liabilities | |
| | |
Director Loan | |
| 12,647 | |
Promissory Note | |
| – | |
Total Long term Liabilities | |
| 12,647 | |
Total Liabilities | |
$ | 26,147 | |
Cash Flows from Operating Activities
We have not generated positive cash flows from operating
activities. For six months ended July 31, 2025, net cash flows used in operating activities was $36 consisting of:
CASH FLOWS FROM OPERATING ACTIVITIES | |
| |
Net income (loss) | |
$ | 70,086 | |
Accumulated amortization | |
| (12,480 | ) |
Prepaid Expenses | |
| – | |
CASH FLOWS USED IN OPERATING ACTIVITIES | |
$ | 57,606 | |
Cash Flows from Investing Activities
We have not generated any cash flows from investing
activities as of July 31, 2025.
Cash Flows from Financing Activities
We have generated positive cash flows from financing
activities. For six months ended July 31, 2025, we generated ($57,642) consisting of:
CASH FLOWS FROM FINANCING ACTIVITIES | |
| |
Related Party Loans | |
$ | (57,642 | ) |
Interest payable | |
| – | |
Capital Stock | |
| – | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | |
$ | (57,642 | ) |
Plan of Operation and Funding
We expect that working capital requirements will continue
to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected
to increase in line with the growth of our business.
Existing working capital, further advances and debt
instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines
of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement
of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and
(iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we
expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of
equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights,
preferences or privileges senior to our common stock. Additional financing August not be available upon acceptable terms, or at all. If
adequate funds are not available or are not available on acceptable terms, we August not be able to take advantage of prospective new
business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise
additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of
how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale
of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for
additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements
in place for any future equity financing.
Off-Balance Sheet Arrangements
As of the date of this Quarterly Report, we do not
have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
are material to investors.
Going Concern
The financial statements have been prepared "assuming
that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments
in the ordinary course of business.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
No report required.
Item 4. Controls and Procedures
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.
An evaluation was conducted under the supervision
and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures
as of July 31, 2025. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective
as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was
no change in our internal control over financial reporting since Inception on January 10, 2022 ended July 31, 2025 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Management is not aware of any legal proceedings contemplated
by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director,
officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings.
Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
No report required.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
No report required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended July 31, 2024, no director
or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408(a) of Regulation S-K.
ITEM 6. EXHIBITS
Exhibit |
|
Description |
31.1 |
|
Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
|
|
|
32.1 |
|
Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant 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)* |
_____________
* |
Filed herewith. |
|
|
** |
Furnished and not filed |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
September 15, 2025 |
|
Rapid Line Inc. |
|
|
|
|
|
|
|
By: |
/s/ Richard Chiang |
|
|
Richard Chiang, President, Secretary, |
|
|
Treasurer, Principal Executive Officer, |
|
|
Principal Financial Officer and |
|
|
Principal Accounting Officer and |
|
|
Sole Director |