1 unchanged sentence
Disclosure Controls and Procedures
−Removed: Disclosure controls and procedures are designed
−Removed: to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized
−Removed: and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated
−Removed: to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
−Removed: Our management necessarily
−Removed: applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable
−Removed: assurance regarding management’s control objectives.
−Removed: Our management, with the participation of our
−Removed: CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered
−Removed: by this Report.
−Removed: Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of
−Removed: the identification of a material weakness in our internal control over financial reporting which is described below.
+Added: Disclosure controls and procedures
+Added: are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded,
+Added: processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is
+Added: accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
+Added: timely decisions regarding required disclosures.
+Added: Our management necessarily applied its judgment in assessing the costs and benefits of
+Added: such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
+Added: Our management, with the participation
+Added: of our Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of
+Added: the end of the period covered by this Report.
+Added: Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls
+Added: and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting
+Added: which is described below.
Management’s Report on Internal Control
22 unchanged sentences
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Our management assessed the effectiveness of our
−Removed: internal control over financial reporting as of January 31, 2024.
−Removed: In making this assessment, it used the criteria set forth by the Committee
−Removed: of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013).
−Removed: this evaluation, management concluded that that our internal control over financial reporting was not effective as of January 31, 2024.
−Removed: Our CEO concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack
−Removed: of a formal management review process over preparation of financial information.
−Removed: A material weakness is a deficiency, or a combination
−Removed: of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
−Removed: of our annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: Our management assessed the
+Added: effectiveness of our internal control over financial reporting as of January 31, 2025.
+Added: In making this assessment, it used the criteria
+Added: set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated
+Added: Framework (2013).
+Added: Based on this evaluation, management concluded that that our internal control over financial reporting was not effective
+Added: as of January 31, 2025.
+Added: Our Chief Executive Officer concluded we have a material weakness due to lack of segregation of duties, a limited
+Added: corporate governance structure, and a lack of a formal management review process over preparation of financial information.
+Added: weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a
+Added: reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on
+Added: a timely basis.
Our size has prevented us from being able to employ
25 unchanged sentences
Other Information.
−Removed: During the year ended January 31,
−Removed: 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule
−Removed: 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the year ended January 31, 2025, no director
+Added: or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
+Added: as each term is defined in Item 408(a) of Regulation S-K.
Disclosures Regarding Foreign Jurisdictions
12 unchanged sentences
Officer and/or Director
−Removed: Gieldowa 4а, Warsaw 01-211, Poland
−Removed: President, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and Sole Director
−Removed: Wiktor Moroz has been holding the above stated
−Removed: positions since the inception of the Rapid Line Inc.
−Removed: and is expected to hold them until the next annual meeting of our stockholders.
−Removed: Wiktor Moroz is currently the Sole officer and Director and control person of Rapid Line Inc.
−Removed: Wiktor Moroz, Age 46
−Removed: Wiktor Moroz has served as the Company’s
−Removed: President, CEO, Secretary, Treasurer and a Director since its incorporation on January 10, 2022.
−Removed: He has got the degree in Business Administration.
−Removed: 2004 - 2021 - worked in diverse roles as a self
−Removed: employed who provided business consulting services across the Europe.
−Removed: Mostly he served as a consultant.
−Removed: Among related branches were:
−Removed: sales and advertising.
−Removed: While collaborating with business owners he:
−Removed: developed detailed business plans
−Removed: developed and implemented promotional campaigns
−Removed: met with clients to perform assessments
−Removed: organized and assigned business projects
−Removed: developed and implemented an ongoing companies budget
−Removed: standardized and streamlined clients businesses functions
−Removed: collaborated with members of the analyst teams to create project plans for client objectives
−Removed: was engaged in marketing activities
−Removed: advised and consulted clients on strategy, operations, finance, HR, and other areas of business
−Removed: All this time he was seeking to accelerate the
−Removed: growth of small- and medium-sized businesses by delivering strategically-driven results.
−Removed: He made the clients businesses into higher performing
−Removed: businesses that were better aligned to their owner's expectations, by getting into the specifics of each business or client’s current
−Removed: strategic plan to make meaningful and financially rewarding improvements.
−Removed: We expect that his global professional experience
−Removed: will help to propel KIDWIN to the forefront of the children online education industry in Poland and set us apart from our peers.
−Removed: Our director's
−Removed: experience and strong execution capabilities will enable us to grow successfully, manage our operations, and promote our newbie brand.
+Added: 51st Floor, T1 Building
+Added: Qianhai Excellence No.
+Added: Shenzen, China
+Added: President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, Secretary, Treasurer and Sole Director
+Added: Jiang Jian has held his positions
+Added: since March 18, 2025, and is expected to hold them until the next annual meeting of our stockholders.
+Added: Jiang Jian is currently the Sole
+Added: officer and Director and control person of Rapid Line Inc.
+Added: Certain information regarding
+Added: the background of Mr.
+Added: Jian is set forth below.
+Added: Jiang Jian, 40, has, since 2023, been a
+Added: Director of Changsha Hualuo Media Co., Ltd., where he has lead strategic planning and overseen the company’s media operations, managed
+Added: cross-functional teams to deliver high-quality media projects and developed innovative marketing campaigns to enhance brand presence.
+Added: From 2012 to 2013, he was a Data Collection Specialist for Hengyang Qidong Public Transport Company, where his duties included conducting
+Added: comprehensive data collection and analysis to optimize transit operations, providing actionable insights to improve service efficiency
+Added: and passenger experience and collaborating with cross-functional teams to implement data-driven solutions.
+Added: From 2005 to 2012, he was an
+Added: Operations Associate for Hunan Expressway Company, where his duties included monitoring and maintaining highway operations to ensure safety
+Added: and efficiency.
+Added: Jian earned a Bachelor’s Degree in Business Administration from Hengyang Normal University, Hengyang, Hunan,
+Added: Until such time as our level of operations increases,
+Added: Jian will devote not less than 20 hours per week on the business of our company.
Committees of the Board
−Removed: Our Company currently does not have nominating,
−Removed: compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation
−Removed: or audit committee charter.
−Removed: Our director believes that it is not necessary to have such committees, at this time, because the functions
−Removed: of such committees can be adequately performed by the sole director.
−Removed: Our Company does not have any defined policy or
−Removed: procedural requirements for shareholders to submit recommendations or nominations for Directors.
−Removed: The sole director believes that, given
−Removed: the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
−Removed: to a more advanced level.
−Removed: Our Company does not currently have any specific or minimum criteria for the election of nominees to the sole
−Removed: director and we do not have any specific process or procedure for evaluating such nominees.
−Removed: The sole director, will assess all candidates,
−Removed: whether submitted by management or shareholders, and make recommendations for election or appointment.
−Removed: A shareholder who wishes to communicate with our
−Removed: sole director may do so by directing a written request addressed to our president and director, at the address appearing on the first
−Removed: page of this Prospectus.
+Added: Our company currently does
+Added: not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have a written
+Added: nominating, compensation or audit committee charter.
+Added: Our director believes that it is not necessary to have such committees, at this time,
+Added: because the functions of such committees can be adequately performed by the sole director.
+Added: Our company does not have
+Added: any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.
+Added: The sole director
+Added: believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our
+Added: business operations develop to a more advanced level.
+Added: Our company does not currently have any specific or minimum criteria for the election
+Added: of nominees to the sole director and we do not have any specific process or procedure for evaluating such nominees.
+Added: The sole director,
+Added: will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
+Added: A shareholder who wishes to
+Added: communicate with our sole director may do so by directing a written request addressed to our sole director and officer, at the address
+Added: appearing on the first page of this Annual Report.
Corporate Governance
−Removed: The Company promotes accountability for adherence
−Removed: to honest and ethical conduct;
−Removed: endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents
−Removed: that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by
−Removed: and strives to be compliant with applicable governmental laws, rules and regulations.
−Removed: The Company has not formally adopted
−Removed: a written code of business conduct and ethics that governs the Company’s employees, officers and directors as the Company is not
−Removed: required to do so.
−Removed: In lieu of an Audit Committee, the Company’s
−Removed: sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope,
−Removed: results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s
+Added: We promote accountability
+Added: for adherence to honest and ethical conduct;
+Added: endeavors to provide full, fair, accurate, timely and understandable disclosure in reports
+Added: and documents that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by
+Added: our company and strives to be compliant with applicable governmental laws, rules and regulations.
+Added: We have not, however, formally adopted
+Added: a written code of business conduct and ethics that governs our employees, officers and directors, as our company is not required to do
+Added: In lieu of an Audit Committee,
+Added: our sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the
+Added: 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.
−Removed: The sole director reviews the Company's internal accounting controls, practices and policies.
+Added: The sole director reviews our company's internal accounting controls, practices and policies.
+Added: Insider Trading Policy
+Added: We have no t yet adopted insider
+Added: trading policies and procedures, inasmuch as there is currently no trading in our common stock.
+Added: At such time as trading in our common
+Added: stock commences, we intend to adopt insider trading policies governing the purchase, sale and other dispositions of the our company’s
+Added: securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and
Section 16(a) Beneficial Ownership Reporting
−Removed: In the event that we register under the Securities
−Removed: Exchange Act of 1934 (the “Exchange Act” or “1934 Act”), Section 16(a) of that act will require our directors
−Removed: and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission
−Removed: initial reports of ownership and reports of changes of ownership of our common stock.
−Removed: Officers, directors and greater than ten percent
−Removed: stockholders will be required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
−Removed: We intend to ensure to the best of our ability
−Removed: that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied
−Removed: with in a timely fashion.
+Added: Section 16(a) of the Securities
+Added: Exchange Act of 1934 requires our company’s officers and directors, and persons who own more than ten percent (10%) of a registered
+Added: class of our company’s equity securities to file reports of ownership and changes in ownership with the SEC.
+Added: Officers, directors
+Added: and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
+Added: Based solely on our review
+Added: of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required
+Added: to be filed with respect to transactions in our common stock during the fiscal year ended January 31, 2025, were not timely.
Code of Business Conduct
−Removed: We have not adopted a Code of Business Conduct
−Removed: within the meaning of Item 406(b) of Regulation S-K.
+Added: We have not adopted a Code
+Added: of Business Conduct within the meaning of Item 406(b) of Regulation S-K.
Board Committees
4 unchanged sentences
Summary Compensation Table
−Removed: Management Compensation
−Removed: The following tables set forth certain information
−Removed: about compensation paid, earned or accrued for services by our sole officer and director as of January 31, 2023 and 2024:
−Removed: Incentive Plan
−Removed: Wiktor Moroz, President,
+Added: The following table provides
+Added: certain information regarding compensation awarded to, earned by or paid to our Chief Executive Officer and the other executive officer
+Added: with compensation exceeding $100,000 during the years ended January 31, 2025 and 2024 (each a “Named Executive Officer”).
+Added: Name and Principal Position
+Added: Former Chief Executive Officer and Chief Financial Officer
+Added: Jiang Jian (1)
+Added: Chief Executive Officer, President and Chief Financial Officer
+Added: Jian did not become an officer of the
+Added: Company until March 18, 2025.
+Added: Outstanding Equity Awards
+Added: The table below reflects all
+Added: outstanding equity awards made to each Named Executive Officer that were outstanding at January 31, 2025.
+Added: Number of Securities Underlying Unexercised Options (#) Exercisable
+Added: Number of Securities Underlying Unexercised Options (#) Unexercisable
+Added: Exercise Price
+Added: Option Expiration
Compensation of Directors
16 unchanged sentences
Owners and Management and Related Stockholder Matter.
−Removed: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
−Removed: Directors and Executive Officers
−Removed: The following table sets forth the beneficial
−Removed: ownership (and the percentages of outstanding shares represented by such beneficial ownership) as of January 31, 2024, of (i) each director,
−Removed: (ii) the current NEOs named in the “Summary Compensation Table” contained in this Form 10-K and (iii) all current directors
−Removed: and executive officers as a group.
−Removed: Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below,
−Removed: based on information provided by such owners, have sole investment and voting power with respect to such shares, subject to community
−Removed: property laws where applicable.
−Removed: Persons, who have the power to vote or dispose of common stock of the Company, either alone or jointly
−Removed: with others, are deemed to be beneficial owners of such common stock.
−Removed: Wiktor Moroz, President, CEO, CFO and Chairman of the Board.
−Removed: 2,500,000 shares
−Removed: Certain Stockholders
−Removed: The following table sets forth certain information
−Removed: with respect to each person known by us to be the beneficial owner of five percent or more of either class of the Company’s outstanding
−Removed: common stock.
−Removed: The content of this table is based upon the most current information contained in Schedules 13D or 13G filings with the
−Removed: SEC, unless more recent information was obtained.
−Removed: Wiktor Moroz, President, CEO, CFO and Chairman of the Board.
−Removed: This percentage is calculated based on the outstanding
−Removed: shares of 3,632,750 as of January 31, 2024.
−Removed: Certain Relationships and Related
−Removed: Transactions, and Director Independence.
−Removed: CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
−Removed: The following table sets forth certain information
−Removed: concerning the number of shares of our common stock owned beneficially as of January 31, 2024 by:
−Removed: (i) each person (including any group)
−Removed: known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer.
−Removed: otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
+Added: following table lists, as of the date of this Annual Report, the shareholdings of (i) each person owning beneficially 5% or more of our
+Added: company’s outstanding common stock;
+Added: (ii) each executive officer of the Company, and (iii) all officers and directors as a group.
+Added: Unless otherwise indicated, each owner has sole voting and investment power over his securities.
+Added: Information relating to beneficial ownership
+Added: of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’
+Added: concepts under the rules of the SEC.
+Added: Under these rules, a person is deemed to be a beneficial owner of a security if that person has or
+Added: shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power
+Added: to vote or direct the voting of the security.
+Added: The person is also deemed to be a beneficial owner of any security of which that person
+Added: has a right to acquire beneficial ownership within 60 days.
+Added: Under the SEC rules, more than one person may be deemed to be a beneficial
+Added: 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
+Added: pecuniary beneficial interest.
+Added: Except as noted below, each person has sole voting and investment power.
+Added: Except as disclosed herein, we
+Added: do not have any outstanding options or other securities exercisable for or convertible into shares of our common stock.
+Added: Unless otherwise
+Added: indicated, the address of each person listed is c/o Rapid Line Inc., 51st Floor, T1 Building, Qianhai Excellence No.
+Added: 1, Shenzen, China.
+Added: Name of Beneficial Owner
Title of Class
−Removed: Name and Address
−Removed: Beneficial Owner
+Added: Amount and Nature of Beneficial Ownership (1)
+Added: Percent of Class (2)
+Added: Jiang Jian (3)
All Officers and Directors as a Group (1 person)
−Removed: Future Sales by Existing Shareholders
−Removed: A total of 2,500,000 common shares at $0.0001
−Removed: per share have been issued to our sole stockholder.
−Removed: They are restricted securities, as that term is defined in Rule 144 of the Rules and
−Removed: Regulations of the SEC promulgated under the Act.
−Removed: Under Rule 144, such shares can be publicly sold, subject to volume restrictions and
−Removed: certain restrictions on the manner of sale, commencing six months after their acquisition.
−Removed: Any sale of shares held by the existing stockholder
−Removed: (after applicable restrictions expire) and/or the sale of shares purchased in this offering (which would be immediately resalable after
−Removed: the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no
+Added: Beneficial ownership is determined in accordance with the
+Added: rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
+Added: of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common
+Added: Based on 3,632,750 shares outstanding as of the date of this Annual Report.
+Added: Officer and director.
+Added: Certain Relationships and Related
+Added: Transactions, and Director Independence.
+Added: Recent Change in Control
+Added: Effective March 18, 2025,
+Added: there occurred a change in control of our company.
+Added: On such date, pursuant to a stock purchase agreement (the Change-in-Control Agreement),
+Added: Jiang Jian acquired 2,500,000 shares of our common stock (the Acquired Shares) from Wiktor Moroz.
+Added: The Acquired Shares represent approximately
+Added: 68.82% of the outstanding shares of our common stock and constitute voting control of our company.
+Added: The total consideration paid by Mr.
+Added: Jian for the Acquired Shares was $362,315 in cash, the source of which was his personal funds.
+Added: In conjunction with the Change-in-Control
+Added: Agreement, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of our company and Jiang Jian was appointed
+Added: as the Sole Director, President, Chief Executive Officer and Secretary of our company.
+Added: There was not a change in the business plan of
+Added: our company associated with the change in control.
+Added: Description of Business .
+Added: Sale of Common Stock
+Added: In January 2022, we issued
+Added: 2,500,000 shares of our common stock to our former sole director and officer, Wiktor Moroz, in consideration of services provided on behalf
+Added: of our company, which shares were valued at $250, in the aggregate.
Principal Accountant Fees and Services.
−Removed: FEES TO THE COMPANY’S AUDITORS
−Removed: Set forth below is a summary of certain fees paid
−Removed: to our independent audit DylanFloyd Accounting & Consulting, Independent registered public accountants for services for the fiscal
−Removed: years 2024 and 2023, respectively.
+Added: Fees Paid to Independent Registered Public Accounting Firm
+Added: Set forth below is a summary of
+Added: certain fees paid to our Independent Registered Public Accounting Firm, DylanFloyd Accounting & Consulting, for services rendered
+Added: during the fiscal years ended January 31, 2025 and 2024, respectively.
All Other Fees
−Removed: Audit fees were for professional services rendered
−Removed: 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
−Removed: financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
+Added: Audit fees were for professional
+Added: services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review
+Added: of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
Audit-Related Fees
−Removed: Audit-related fees consist of fees billed for
−Removed: professional services for consultation on accounting matters.
+Added: Audit-related fees consist
+Added: of fees billed for professional services for consultation on accounting matters.
Approval of Services Provided by Independent
Registered Public Accounting Firm
−Removed: The Board of Directors has considered whether
−Removed: the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined
−Removed: that such services are compatible.
−Removed: The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed
−Removed: by the external auditors.
+Added: The Board of Directors has
+Added: considered whether the services provided under other non-audit services are compatible with maintaining the auditor’s independence
+Added: and has determined that such services are compatible.
+Added: The Board of Directors has adopted policies and procedures for pre-approving all
+Added: non-audit work performed by the external auditors.
The Board of Directors will annually pre-approve services in specified accounting areas.
−Removed: The Board of Directors
−Removed: also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
+Added: The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
Exhibit and Financial Statement Schedules.
Financial Statements
−Removed: The following documents are filed as part of this report:
+Added: The following are filed as part of this Annual Report:
The Financial Statements of Rapid Line Inc.
−Removed: at January 31, 2024 and 2023, and for each of the two fiscal years in the period ended January 31, 2024, together with the reports of the Independent Registered Public Accounting Firms, are set forth on pages F-1 through F-9 of this Report.
+Added: at January 31, 2025 and 2024, and for each of the two fiscal years ended January 31, 2025 and 2024, respectively, together with the reports of the Independent Registered Public Accounting Firms, are set forth beginning on page F-1of this Annual Report.
Not applicable.
−Removed: Certification of the Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
−Removed: Certification of the Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
−Removed: Certification of the Company's Principal Executive Officer and
−Removed: Principal Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
−Removed: the Inline XBRL document)
+Added: Certification
+Added: of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
+Added: Certification of the Company’s Principal Executive Officer and Principal Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 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)
Inline XBRL Taxonomy Extension Schema Document
4 unchanged sentences
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: # Filed herewith.
(1) Incorporated by reference from the Company’s
3 unchanged sentences
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,
−Removed: thereunto duly authorized on April 10, 2024.
+Added: thereunto duly authorized on March 31, 2025.
RAPID LINE INC.
−Removed: /s/ Wiktor Moroz
−Removed: President and Chief Executive Officer
+Added: 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
−Removed: on April 10, 2024.
−Removed: /s/ Wiktor Moroz
−Removed: President, Secretary, Treasurer, Principal Executive Officer,
+Added: on March 31, 2025.
+Added: Chief Executive
+Added: Officer, President, Chief Financial Officer,
Principal Financial Officer and Principal Accounting Officer and
2 unchanged sentences
RAPID LINE INC.
−Removed: Independent Registered Accounting Firm (PCAOB ID 6235 )
+Added: Independent Registered Public Accounting Firm
Balance Sheets as of January 31, 2025 and January 31, 2024
−Removed: Statements of Operations for the Years ended January 31, 2024 and 2023
+Added: Statement of Operations for the Years ended January 31, 2025 and 2024
Statements of Stockholders’ Deficit for the Years ended January 31, 2025 and 2024
Statements of Cash Flows for the Years ended January 31, 2025 and 2024
−Removed: Notes to the Financial Statements
−Removed: Independent Registered Public Accounting Firm
−Removed: Shareholders and the Board of Directors
−Removed: on the Financial Statements
−Removed: audited the accompanying balance sheet of Rapid Line Inc.
−Removed: (the "Company") as of January 31, 2024 and 2023, the related
−Removed: statements of operations, changes in stockholders' deficit, for each of the two years in the period ended
−Removed: January 31, 2024 and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the
−Removed: financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2024 and 2023
−Removed: and the results of its operations and its cash flows for each of the two years ended January 31, 2024, in conformity with accounting
−Removed: principles generally accepted in the United States of America.
+Added: Notes to the Audited Financial
+Added: Report of Independent Registered Public Accounting
+Added: To the Shareholders and the Board of Directors
+Added: Rapid Line Inc.
+Added: Opinion on the Financial Statements
+Added: We have audited the accompanying
+Added: balance sheet of Rapid Line Inc.
+Added: (the "Company") as of January 31, 2025 and 2024, the related statements of operations,
+Added: changes in stockholders' deficit, for each of the two years in the period ended January 31, 2025 and
+Added: the related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present
+Added: fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024 and the results of its operations
+Added: and its cash flows for each of the two years ended January 31, 2025, in conformity with accounting principles generally accepted in the
+Added: United States of America.
Going Concern Uncertainty
The Company's financial statements
−Removed: are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of
−Removed: assets and liquidation of liabilities in the normal course of business.
−Removed: The Company has an accumulated deficit of $63,168 and a negative
−Removed: cash flow from operations amounting to $40,247 for the period ended January 31, 2024.
+Added: are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
+Added: and liquidation of liabilities in the normal course of business.
+Added: The Company has an accumulated deficit of $90,733 and a negative cash
+Added: flow from operations amounting to $27,565 for the period ended January 31, 2025.
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.
−Removed: Management's plans in regard to these
−Removed: matters are also described in Note 2.
−Removed: The financial statements do not include any adjustments that might result from the outcome of these
−Removed: uncertainties.
+Added: Management's plans in regard to these matters
+Added: are also described in Note 2.
+Added: The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
−Removed: These financial
−Removed: statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial
−Removed: statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
−Removed: States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities
−Removed: laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: These financial statements are the
+Added: responsibility of the Company's management.
+Added: Our responsibility is to express an opinion on the Company's financial statements based on
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
+Added: and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable
+Added: rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
4 unchanged sentences
we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits we are required to obtain an
−Removed: understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
−Removed: Company's internal control over financial reporting.
+Added: As part of our audits we are required to obtain an understanding
+Added: of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
+Added: control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audits included
−Removed: performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing
−Removed: procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
−Removed: in the financial statements.
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management,
−Removed: as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for
−Removed: Emphasis of Matters-Risks
−Removed: and Uncertainties
−Removed: The Company is
−Removed: not able to predict the ultimate impact that COVID -19 will have on its business.
−Removed: However, if the current economic conditions continue,
−Removed: the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in
−Removed: which the Company plans to operate.
−Removed: Critical Audit
+Added: Our audits included performing procedures
+Added: to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
+Added: respond to those risks.
+Added: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
+Added: evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
−Removed: arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit
−Removed: committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging,
−Removed: subjective, or complex judgements.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial
−Removed: statements, taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical
−Removed: audit matters or on the accounts or disclosures to which they relate.
−Removed: There is no Critical Audit Matters existed
−Removed: as of January 31, 2024.
−Removed: /s/ DylanFloyd
−Removed: Accounting & Consulting
−Removed: We have served as the Company's auditor
−Removed: Newhall, California
−Removed: April 9, 2024
+Added: Critical audit matters arising from
+Added: the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
+Added: that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective,
+Added: or complex judgements.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements,
+Added: taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit
+Added: matters or on the accounts or disclosures to which they relate.
+Added: We noted significant related party transactions
+Added: as a critical matter.
+Added: We performed the following procedures
+Added: to address the matter such as, confirmation of those related party transactions, risk assessment of the nature of the related party transactions,
+Added: review of the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal
+Added: entries and other adjustments and Inquiry with management of any undisclosed related party contract.
+Added: /s/ DylanFloyd Accounting & Consulting
+Added: We have served as the Company's
+Added: auditor since 2023.
+Added: March 28, 2025
RAPID LINE INC.
18 unchanged sentences
Common stock, $ 0.0001 par value, 75,000,000 shares authorized;
−Removed: 3,632,750 and 3,567,750 shares issued and outstanding January 31, 2024 and January 31, 2023 respectively;
+Added: 3,632,750 shares issued and outstanding January 31, 2025 and January 31, 2024 respectively;
Additional paid-in-capital
37 unchanged sentences
Balance, January 31, 2024
+Added: Net loss for the period ending January 31, 2025
+Added: Balance, January 31, 2025
See accompanying notes, which are an integral part
26 unchanged sentences
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
−Removed: Note 1 – ORGANIZATION AND NATURE
+Added: Note 1 – ORGANIZATION AND NATURE OF
RAPID LINE INC.
2 unchanged sentences
were incorporated under the laws of the state of Wyoming on January 10, 2022.
−Removed: From our formation we were engaged in the business of namely
−Removed: the development, marketing and business process analysis, problem solving and general business services by our CEO, sole Officer and Director
−Removed: We have purchased a website and a working prototype of online services mobile platform application known as “KIDWIN”.
−Removed: Our executive and business office is located at
−Removed: Gieldowa 4A, Warsaw 01-211, Poland, and our telephone number is +48222196622.
−Removed: Note 2 – GOING
+Added: Since our formation, we have been engaged in the business
+Added: of the development, marketing and business process analysis, problem solving and general business services.
+Added: We have purchased a website
+Added: and a working prototype of online services mobile platform application known as “KIDWIN”.
+Added: Our principal executive and business office is located
+Added: at 51st Floor, T1 Building, Qianhai Excellence No.
+Added: 1, Shenzen, China, and our telephone number is +86-15274931919.
+Added: Note 2 – GOING CONCERN
The accompanying financial statements have been
10 unchanged sentences
continue as a going concern.
−Removed: Note 3 – SUMMARY OF SIGNIFICANT
−Removed: ACCOUNTING POLICIES
+Added: Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
Basis of presentation
4 unchanged sentences
based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer.
−Removed: During the year ended January 31, 2024, we generated total revenue
+Added: During the years ended January 31, 2025 and 2024, we did not generate any
Use of Estimates
17 unchanged sentences
Due to its short-term nature, the carrying value
−Removed: of cash, director loans and issuance of common stock approximated fair value at January 31, 2024.
+Added: of cash, director loans and issuance of common stock approximated fair value at January 31, 2025 and 2024.
The Company is a C Corporation under the Internal
31 unchanged sentences
Basic Income (Loss) Per Share
−Removed: The Company computes income (loss) per share in
−Removed: accordance with FASB ASC 260 “Earnings per Share”.
−Removed: Basic loss per share is computed by dividing net income (loss) available
−Removed: to common shareholders by the weighted average number of outstanding common shares during the period.
−Removed: Diluted income (loss) per share
−Removed: gives effect to all dilutive potential common shares outstanding during the period.
−Removed: Dilutive loss per share excludes all potential common
−Removed: shares if their effect is anti-dilutive.
−Removed: As of January 31, 2024 there were no potentially dilutive debt or equity instruments issued or
+Added: The Company computes income (loss) per share in accordance
+Added: with FASB ASC 260 “Earnings per Share”.
+Added: Basic loss per share is computed by dividing net income (loss) available to common
+Added: shareholders by the weighted average number of outstanding common shares during the period.
+Added: Diluted income (loss) per share gives effect
+Added: to all dilutive potential common shares outstanding during the period.
+Added: Dilutive loss per share excludes all potential common shares if
+Added: their effect is anti-dilutive.
+Added: As of January 31, 2025 and 2024, there were no potentially dilutive debt or equity instruments issued or
Comprehensive Income
9 unchanged sentences
not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
−Removed: Risks and Uncertainties
−Removed: The ultimate impact of the COVID-19 pandemic on
−Removed: the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with
−Removed: confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19
−Removed: pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an
−Removed: extended period of continued business disruption, reduced customer traffic and reduced operations.
−Removed: Any resulting financial impact cannot
−Removed: be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition and results
−Removed: of operations.
−Removed: Management expects that its business will be impacted
−Removed: to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which
−Removed: it may have an impact cannot be determined at this time.
−Removed: Note 4 – COMMON
+Added: Note 4 – COMMON STOCK
The Company has 75,000,000 , $ 0.0001 par value
27 unchanged sentences
as explained in the Company’s Bylaws.
−Removed: Note 5 – COMMITMENTS AND
−Removed: CONTINGENCIES
+Added: Note 5 – COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company
9 unchanged sentences
Note 6 – INTANGIBLE ASSETS
−Removed: The Company purchased and possesses an asset
−Removed: in a form of the website and mobile application concerned with online education.
−Removed: The Company purchased the website and mobile application
−Removed: for $ 41,000 and is amortizing the asset straight-line over its five year useful life or $8,200 per year.
+Added: The Company purchased and possesses an
+Added: asset in a form of the website and mobile application concerned with online education.
+Added: The Company purchased the website and
+Added: mobile application for $ 41,000 and is amortizing the asset straight-line over its five year useful life or $8,200 per year.
Balances as of January 31, 2025 and January 31,
22 unchanged sentences
tax consists of the following:
−Removed: Schedule of income tax benefit (expense)
+Added: Schedule of income tax expense
Federal income tax benefit attributable to:
5 unchanged sentences
items comprising our net deferred tax amount is as follows:
−Removed: Schedule of deferred taxes
+Added: Schedule of deferred tax asset
Deferred tax asset attributable to:
3 unchanged sentences
Net deferred tax asset
−Removed: Note 9 – SUBSEQUENT
+Added: Note 9 – SUBSEQUENT EVENTS
+Added: Change in Control
+Added: Effective March 18, 2025, there occurred a change
+Added: in control of the Company.
+Added: On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement” ),
+Added: Jiang Jian acquired 2,500,000 shares of the Company’s common stock (the “Acquired Shares” ) from Wiktor
+Added: The Acquired Shares represent approximately 68.82% of the outstanding shares of the Company’s common stock and constitute
+Added: voting control of the Company.
+Added: The total consideration paid by Mr.
+Added: Jian for the Acquired Shares was $362,315 in cash, the source of which
+Added: was his personal funds.
+Added: In conjunction with the Change-in-Control Agreement,
+Added: 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
+Added: Director, President, Chief Executive Officer and Secretary of the Company.
+Added: There was not a change in the business plan of the Company
+Added: associated with the change in control.
In accordance with SFAS 165 (ASC 855-10) the Company
1 unchanged sentence
it does not have any material subsequent events to disclose in these financial statements.
−Removed: Management expects that its business will be impacted
−Removed: to some degree, but the significance of the impact of the COVID-19 outbreak on the Company’s business and the duration for which
−Removed: it may have an impact cannot be determined at this time.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.