Rapid Line Inc. 10-K

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. 5 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. 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, 2025. 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. 6 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, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During the year ended January 31, 2025, 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 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 7 PART III Item 10. Directors, Executive Officers, and Corporate Governance. Directors of the corporation are elected by the stockholders to a term of 1 (one) 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 serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees. Our executive officer and director, his name, age, and his positions as of the date of this prospectus are as follows: Name and Address of Executive Officer and/or Director Age Position Jiang Jian 51st Floor, T1 Building Qianhai Excellence No. 1 Shenzen, China 40 President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, Secretary, Treasurer and Sole Director Jiang Jian has held his positions since March 18, 2025, and is expected to hold them until the next annual meeting of our stockholders. Jiang Jian is currently the Sole officer and Director and control person of Rapid Line Inc. Certain information regarding the background of Mr. Jian is set forth below. Jiang Jian, 40, has, since 2023, been a Director of Changsha Hualuo Media Co., Ltd., where he has lead strategic planning and overseen the company’s media operations, managed cross-functional teams to deliver high-quality media projects and developed innovative marketing campaigns to enhance brand presence. From 2012 to 2013, he was a Data Collection Specialist for Hengyang Qidong Public Transport Company, where his duties included conducting comprehensive data collection and analysis to optimize transit operations, providing actionable insights to improve service efficiency and passenger experience and collaborating with cross-functional teams to implement data-driven solutions. From 2005 to 2012, he was an Operations Associate for Hunan Expressway Company, where his duties included monitoring and maintaining highway operations to ensure safety and efficiency. Mr. Jian earned a Bachelor’s Degree in Business Administration from Hengyang Normal University, Hengyang, Hunan, China. Until such time as our level of operations increases, Mr. Jian will devote not less than 20 hours per week on the business of our company. Committees of the Board Our company currently does not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation or audit committee charter. Our director believes that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the sole director. Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The sole director believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the sole director and we do not have any specific process or procedure for evaluating such nominees. The sole director, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with our sole director may do so by directing a written request addressed to our sole director and officer, at the address appearing on the first page of this Annual Report. 8 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. Insider Trading Policy We have no t yet adopted insider trading policies and procedures, inasmuch as there is currently no trading in our common stock. At such time as trading in our common stock commences, we intend to adopt insider trading policies governing the purchase, sale and other dispositions of the our company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires our company’s officers and directors, and persons who own more than ten percent (10%) of a registered class of our company’s equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required 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 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. 9 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 Chief Executive Officer and the other executive officer with compensation exceeding $100,000 during the years ended January 31, 2025 and 2024 (each a “Named Executive Officer”). Fiscal Year Fiscal Year Ended Salary Bonus Stock Awards Option Awards All Other Total Name and Principal Position 1/31 ($) ($) ($) ($) ($) ($) Wiktor Moroz 2025 – – – – – – Former Chief Executive Officer and Chief Financial Officer 2024 – – – – – – Jiang Jian (1) 2025 – – – – – – Chief Executive Officer, President and Chief Financial Officer 2024 – – – – – – __________ (1) Mr. Jian did not become an officer of the Company until March 18, 2025. Outstanding Equity Awards The table below reflects all outstanding equity awards made to each Named Executive Officer that were outstanding at January 31, 2025. Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Jiang Jian – – – – – 10 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 such capacity. Stock Plan We have not adopted a stock plan but may do so in the future. Director Independence Our securities are not currently traded on any public exchange and as such, we are not currently subject to corporate governance standards of listed companies, which require, among other things, that the majority of the board of directors be independent. We are not currently subject to corporate governance standards defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the NASDAQ Global Market’s requirements for independent directors. Under the NASDAQ rules, our current director does not qualify as an independent director. 11 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter. 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 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 vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the 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., 51st Floor, T1 Building, Qianhai Excellence No. 1, Shenzen, China. Name of Beneficial Owner Title of Class Amount and Nature of Beneficial Ownership (1) Percent of Class (2) Jiang Jian (3) Common Stock 2,500,000 68.82% All Officers and Directors as a Group (1 person) Common Stock 2,500,000 68.82% (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 outstanding as of the date of this Annual Report. (3) Officer and director. Item 13. Certain Relationships and Related Transactions, and Director Independence. Recent Change in Control Effective March 18, 2025, there occurred a change in control of our company. On such date, pursuant to a stock purchase agreement (the Change-in-Control Agreement), Jiang Jian acquired 2,500,000 shares of our common stock (the Acquired Shares) from Wiktor Moroz. 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 Mr. Jian for the Acquired Shares was $362,315 in cash, the source of which was his personal funds. In conjunction with the Change-in-Control Agreement, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of our company and Jiang Jian was appointed as the Sole Director, President, Chief Executive Officer and Secretary of our company. There was not a change in the business plan of our company associated with the change in control. See Item 1. Description of Business . Sale of Common Stock In January 2022, we issued 2,500,000 shares of our common stock to our former sole director and officer, Wiktor Moroz, in consideration of services provided on behalf of our company, which shares were valued at $250, in the aggregate. 12 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, 2025 and 2024, respectively. Fee Category Fiscal Year 2025 Fiscal Year 2024 Audit Fees $ 24,500 $ 9,700 Tax Fees – – All Other Fees – – Total $ 24,500 $ 9,700 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. 13 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, 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. (2) Not applicable. (3) Exhibits 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) # Filed herewith. (1) Incorporated by reference from the Company’s Registration Statement on Form S-1, SEC File No. 333-263739. Item 16. Form 10-K Summary . None. 14 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 March 31, 2025. RAPID LINE INC. By: /s/ Jiang Jian Jiang Jian 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 March 31, 2025. Signature Title /s/ Jiang Jian Chief Executive Officer, President, Chief Financial Officer, Jiang Jian Principal Financial Officer and Principal Accounting Officer and Sole Director 15 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, 2025 and January 31, 2024 F-4 Statement of Operations for the Years ended January 31, 2025 and 2024 F-5 Statements of Stockholders’ Deficit for the Years ended January 31, 2025 and 2024 F-6 Statements of Cash Flows for the Years ended January 31, 2025 and 2024 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, 2025 and 2024, the related statements of operations, changes in stockholders' deficit, for each of the two years in the period ended January 31, 2025 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, 2025 and 2024 and the results of its operations and its cash flows for each of the two years ended January 31, 2025, 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 $90,733 and a negative cash 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. 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. 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. F- 2 Critical Audit Matters Critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Related Party Loans We noted significant related party transactions as a critical matter. We performed the following procedures to address the matter such as, confirmation of those related party transactions, risk assessment of the nature of the related party transactions, review of the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal entries and other adjustments and Inquiry with management of any undisclosed related party contract. /s/ DylanFloyd Accounting & Consulting PCAOB # 6235 We have served as the Company's auditor since 2023. Newhall, California March 28, 2025 F- 3 RAPID LINE INC. BALANCE SHEETS January 31, 2025 January 31, 2024 ASSETS Current Assets Escrow Account $ 36 $ 4,452 Prepaid Expenses 53 53 Total Current Assets 89 4,505 Non-Current Intangible Assets Mobile Application and Website Development 41,000 41,000 Accumulated Depreciation ( 8,548 ) ( 16,744 ) Total Non-Current Intangible Assets 32,452 24,256 Total Assets $ 32,541 $ 28,761 LIABILITIES Current Liabilities Interest Payable $ 12,480 $ 8,380 Total Current liabilities 12,480 8,380 Long term liabilities Director Loan 46,890 19,644 Promissory Note 41,000 41,000 Total long term liabilities 87,890 60,644 Total Liabilities 100,370 69,024 Stockholders’ Deficit Common stock, $ 0.0001 par value, 75,000,000 shares authorized; 3,632,750 shares issued and outstanding January 31, 2025 and January 31, 2024 respectively; 364 364 Additional paid-in-capital 22,542 22,542 Accumulated deficit ( 90,733 ) ( 63,168 ) Total Stockholders’ Deficit ( 67,828 ) ( 40,263 ) Total Liabilities and Stockholders’ Deficit $ 32,541 $ 28,761 See accompanying notes, which are an integral part of these financial statements F- 4 RAPID LINE INC. STATEMENTS OF OPERATIONS For the years ended January 31, 2025 For the years ended January 31, 2024 REVENUE (Banner advertisement) $ – $ 7,800 OPERATING EXPENSES General and Administrative Expenses 27,565 48,047 TOTAL OPERATING EXPENSES 27,565 48,047 NET INCOME (LOSS) FROM OPERATIONS ( 27,565 ) ( 40,247 ) PROVISION FOR INCOME TAXES – – NET INCOME (LOSS) $ ( 27,565 ) $ ( 40,247 ) NET LOSS PER SHARE; BASIC AND DILUTED $ ( 0.00 ) $ ( 0.00 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED 3,632,750 3,616,577 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, 2025 & JANUARY 31, 2024 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 ) See accompanying notes, which are an integral part of these financial statements F- 6 RAPID LINE INC. STATEMENTS OF CASH FLOWS For the year ended January 31, 2025 For the year ended January 31, 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ ( 27,565 ) $ ( 40,247 ) Adjustment to reconcile net income (loss) to cash provided by operating activities Interest payable 4,100 4,100 Accumulated amortization ( 8,196 ) 8,196 Prepaid Expenses – 1,634 CASH FLOWS USED IN OPERATING ACTIVITIES ( 31,661 ) ( 26,317 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock – 1,300 Promissory Note – – Related Party Loans 27,245 6,400 CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 27,245 7,700 Net increase in cash and equivalents ( 4,416 ) ( 18,617 ) Cash and equivalents at beginning of the period 4,452 23,069 Cash and equivalents at end of the period $ 36 $ 4,452 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 AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED JANUARY 31, 2025 and 2024 Note 1 – ORGANIZATION AND NATURE OF BUSINESS 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. 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 online services mobile platform application known as “KIDWIN”. Our principal executive and business office is located at 51st Floor, T1 Building, Qianhai Excellence No. 1, Shenzen, China, and our telephone number is +86-15274931919. 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 $ 90,733 as of January 31, 2025. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. 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 will 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 year-end is January 31. 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 years ended January 31, 2025 and 2024, we did not generate any revenue. Use of Estimates The preparation of financial statements in conformity with US 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. F- 8 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 its short-term nature, the carrying value of cash, director loans and issuance of common stock approximated fair value at January 31, 2025 and 2024. 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, 2025, our January 31, 2024, 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. Long-Lived Assets – Intangible Assets We account for our 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. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred. 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 January 31, 2025 and 2024, there were no potentially dilutive debt or equity instruments issued or outstanding. F- 9 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, 2025 were no differences between our comprehensive loss and net loss. Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company. Note 4 – 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, 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, 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, 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 January 31, 2025. F- 10 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. At January 31, 2025, there are no current matters that would have a material effect on the Company’s financial position or results of operations. The extent of the impact of the coronavirus (“COVID-19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially and adversely affected. Note 6 – INTANGIBLE ASSETS The Company purchased and possesses an asset in a form of the website and mobile application concerned with online education. The Company purchased the website and 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, 2024 are as follows: Schedule of intangible assets January 31, 2025 January 31, 2024 Intangible Assets Purchased $ 41,000 $ 41,000 Accumulated Amortization ( 8,548 ) ( 16,744 ) Net Book Value $ 32,452 $ 24,256 Note 7 – RELATED PARTY TRANSACTIONS Mr. Moroz currently devotes approximately thirty hours per week to manage our affairs. The sole officer and director, Wiktor Moroz, is the only related party with whom the Company had transactions with during the period from inception on January 10, 2022 through January 31, 2025. During the year ended January 31, 2025, Mr. Moroz paid $ 46,890 for operating expenses on behalf of the Company. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment. F- 11 Note 8 – INCOME TAXES As of January 31, 2025, the Company had net operating loss carry forwards of approximately $ 19,054 that may be available to reduce future years' taxable income in varying amounts through 2041. Future tax benefits which 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 21% tax rate provision for Federal income tax consists of the following: Schedule of income tax expense January 31, 2025 January 31, 2024 Federal income tax benefit attributable to: Current operations $ ( 19,054 ) $ ( 13,265 ) Related party accruals – – Less: change in valuation allowance 19,054 13,265 Net provision for Federal income taxes $ – $ – The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows: Schedule of deferred tax asset January 31, 2025 January 31, 2024 Deferred tax asset attributable to: Net operating loss carryover $ 5,789 $ 8,452 Related party accruals – – Less: valuation allowance ( 5,789 ) ( 8,452 ) Net deferred tax asset $ – $ – Note 9 – SUBSEQUENT EVENTS 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, the source of which was his personal funds. In conjunction with the Change-in-Control Agreement, 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. There was not a change in the business plan of the Company associated with the change in control. Other In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to January 31, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements. F- 12