1 unchanged sentence
Disclosure Controls and Procedures
−Removed: Disclosure controls and procedures
−Removed: are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded,
−Removed: processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is
−Removed: accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
−Removed: timely decisions regarding required disclosures.
−Removed: Our management necessarily applied its judgment in assessing the costs and benefits of
−Removed: such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
−Removed: Our management, with the participation
−Removed: of our Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of
−Removed: the end of the period covered by this Report.
−Removed: Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls
−Removed: and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting
−Removed: which is described below.
+Added: Disclosure controls and procedures are designed
+Added: to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized
+Added: and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated
+Added: to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
+Added: required disclosures.
+Added: Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures,
+Added: which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
+Added: Our management, with the participation of our
+Added: Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end
+Added: of the period covered by this Report.
+Added: Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls and
+Added: procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which
+Added: 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
−Removed: effectiveness of our internal control over financial reporting as of January 31, 2025.
−Removed: In making this assessment, it used the criteria
−Removed: set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated
−Removed: Framework (2013).
−Removed: Based on this evaluation, management concluded that that our internal control over financial reporting was not effective
−Removed: as of January 31, 2025.
−Removed: Our Chief Executive Officer concluded we have a material weakness due to lack of segregation of duties, a limited
−Removed: corporate governance structure, and a lack of a formal management review process over preparation of financial information.
−Removed: weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a
−Removed: reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on
−Removed: a timely basis.
+Added: Our management assessed the effectiveness of our
+Added: internal control over financial reporting as of January 31, 2026.
+Added: In making this assessment, it used the criteria set forth by the Committee
+Added: of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013).
+Added: this evaluation, management concluded that that our internal control over financial reporting was not effective 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 corporate governance
+Added: structure, and a lack of a formal management review process over preparation of financial information.
+Added: A material weakness is a deficiency,
+Added: or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that
+Added: 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
26 unchanged sentences
During the year ended January 31, 2026, no director
−Removed: or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
−Removed: as each term is defined in Item 408(a) of Regulation S-K.
−Removed: Disclosures Regarding Foreign Jurisdictions
−Removed: that Prevent Inspections.
+Added: or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule
+Added: 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: Disclosures Regarding Foreign
+Added: Jurisdictions that Prevent Inspections
Not Applicable.
+Added: The Company’s independent
+Added: registered public accounting firm is located in Los Angeles, California, United States, which is not a foreign jurisdiction.
+Added: the Public Company Accounting Oversight Board (PCAOB) has not determined that it is unable to inspect or investigate the Company’s auditor
+Added: completely, and the Company is not a “covered issuer” under the Holding Foreign Companies Accountable Act.
Directors, Executive Officers, and
Corporate Governance.
−Removed: Directors of the corporation are elected by the
−Removed: stockholders to a term of 1 (one) year and serve until a successor is elected and qualified.
+Added: Directors and Executive Officers
+Added: Directors of the corporation are elected by
+Added: the stockholders to a term of one (1) year and serve until a successor is elected and qualified.
Officers of the corporation are appointed
−Removed: 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
−Removed: The Board of Directors has no nominating, auditing or compensation committees.
+Added: by the Board of Directors to a term of one year and serve until a successor is duly appointed and qualified, or until removed from office.
+Added: The Board of Directors currently consists
+Added: of a single director, Richard Chiang.
+Added: As a result, the Board has no separate nominating, auditing, or compensation committees.
+Added: Board performs the functions that would otherwise be delegated to such committees.
+Added: The Company has not adopted a formal code
+Added: of ethics because, as a development-stage company with a single executive officer and director, management believes that the cost of maintaining
+Added: such a code outweighs the benefits at this time.
+Added: The Company intends to adopt a code of ethics in the future if and when it expands its
+Added: operations and board size.
Our executive officer and director, his name,
−Removed: age, and his positions as of the date of this prospectus are as follows:
−Removed: Name and Address of Executive
−Removed: Officer and/or Director
−Removed: 51st Floor, T1 Building
−Removed: Qianhai Excellence No.
−Removed: Shenzen, China
−Removed: President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, Secretary, Treasurer and Sole Director
−Removed: Jiang Jian has held his positions
−Removed: since March 18, 2025, and is expected to hold them until the next annual meeting of our stockholders.
−Removed: Jiang Jian is currently the Sole
−Removed: officer and Director and control person of Rapid Line Inc.
−Removed: Certain information regarding
−Removed: the background of Mr.
−Removed: Jian is set forth below.
−Removed: Jiang Jian, 40, has, since 2023, been a
−Removed: Director of Changsha Hualuo Media Co., Ltd., where he has lead strategic planning and overseen the company’s media operations, managed
−Removed: cross-functional teams to deliver high-quality media projects and developed innovative marketing campaigns to enhance brand presence.
−Removed: From 2012 to 2013, he was a Data Collection Specialist for Hengyang Qidong Public Transport Company, where his duties included conducting
−Removed: comprehensive data collection and analysis to optimize transit operations, providing actionable insights to improve service efficiency
−Removed: and passenger experience and collaborating with cross-functional teams to implement data-driven solutions.
−Removed: From 2005 to 2012, he was an
−Removed: Operations Associate for Hunan Expressway Company, where his duties included monitoring and maintaining highway operations to ensure safety
−Removed: and efficiency.
−Removed: Jian earned a Bachelor’s Degree in Business Administration from Hengyang Normal University, Hengyang, Hunan,
−Removed: Until such time as our level of operations increases,
−Removed: Jian will devote not less than 20 hours per week on the business of our company.
−Removed: Committees of the Board
−Removed: Our company currently does
−Removed: not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have a written
−Removed: nominating, compensation or audit committee charter.
−Removed: Our director believes that it is not necessary to have such committees, at this time,
−Removed: because the functions of such committees can be adequately performed by the sole director.
−Removed: Our company does not have
−Removed: any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.
−Removed: The sole director
−Removed: believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our
−Removed: business operations develop to a more advanced level.
−Removed: Our company does not currently have any specific or minimum criteria for the election
−Removed: of nominees to the sole director and we do not have any specific process or procedure for evaluating such nominees.
−Removed: The sole director,
−Removed: will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
−Removed: A shareholder who wishes to
−Removed: communicate with our sole director may do so by directing a written request addressed to our sole director and officer, at the address
−Removed: appearing on the first page of this Annual Report.
+Added: age, positions, and service dates as of the date of this Annual Report are as follows
+Added: Richard Chiang
+Added: President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Sole Director
+Added: August 22, 2025
+Added: Next Annual Meeting of Stockholders
+Added: Richard Chiang, 55, is the President of Tech
+Added: Associates Inc., a financial consulting and advisory firm he has led since 2012.
+Added: He is the Chief Financial Officer and a director of Rafex
+Added: Gold Corp, an alternative reporting company on OTC Markets..
+Added: Chiang has held senior leadership positions at Lehman Brothers, Wedbush
+Added: Securities, Roth Capital Partners LLC, and Bear, Stearns & Co.
+Added: Inc., managing institutional and high net worth assets.
+Added: has served in principal officer and director positions, assisting multiple corporate entities in becoming publicly traded and executing
+Added: domestic and international merger and acquisition transactions.
+Added: He has previously held FINRA Series 7, 24, 63, and NASAA Series 65 licenses.
+Added: From 2017 to 2023, he served as a FINRA arbitrator.
+Added: Chiang holds a B.S.
+Added: from the University of California, Berkeley, Haas School of
+Added: Business and a degree from the Goldman School of Public Policy.
+Added: Consulting Agreement
+Added: The Company has entered into a consulting
+Added: agreement with Tech Associates Inc., an entity controlled by Mr.
+Added: Chiang, to provide ongoing management and advisory services to the Company.
+Added: The consulting agreement was filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2025.
+Added: Legal Proceedings
+Added: To the best of management’s knowledge, there
+Added: are no material legal proceedings to which Mr.
+Added: Chiang is a party, and there have been no criminal convictions, bankruptcies, or SEC sanctions
+Added: involving Mr.
+Added: Chiang during the past ten (10) years that would be required to be disclosed under Item 401(f) of Regulation S-K.
+Added: Family Relationships
+Added: There are no family relationships among any
+Added: of our executive officers or directors.
+Added: Other Directorships
+Added: During the past five (5) years, Mr.
+Added: has not served as a director of any other company required to report to the SEC, other than as described above.
+Added: Audit Committee Financial Expert
+Added: The Company does not have an audit committee
+Added: financial expert because the Company’s Board of Directors consists of a single director, and the Company believes that the cost of retaining
+Added: a financial expert at this stage of its development outweighs the benefits.
+Added: The Board intends to appoint an audit committee financial
+Added: expert if and when the Company expands its board size and operations.
+Added: Section 16(a) Beneficial Ownership Reporting
+Added: Section 16(a) of the Securities Exchange Act
+Added: of 1934 requires the Company’s directors, executive officers, and persons who own more than ten percent (10%) of the Company’s common
+Added: stock to file reports of beneficial ownership and changes in beneficial ownership with the SEC.
+Added: Based solely upon a review of copies of
+Added: such reports furnished to the Company, the Company believes that all Section 16(a) filing requirements applicable to its directors, executive
+Added: officers, and ten-percent stockholders were complied with during the fiscal year ended January 31, 2026.
+Added: Code of Ethics
+Added: The Company has not adopted a written code
+Added: of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer, or controller, as
+Added: the Company is a development-stage company with a single executive officer and director.
+Added: The Company intends to adopt a code of ethics
+Added: in the future if and when it expands its operations and board size.
Corporate Governance
−Removed: We promote accountability
−Removed: for adherence to honest and ethical conduct;
−Removed: endeavors to provide full, fair, accurate, timely and understandable disclosure in reports
−Removed: and documents that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by
−Removed: our company and strives to be compliant with applicable governmental laws, rules and regulations.
−Removed: We have not, however, formally adopted
−Removed: a written code of business conduct and ethics that governs our employees, officers and directors, as our company is not required to do
−Removed: In lieu of an Audit Committee,
−Removed: our sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the
−Removed: scope, results and effectiveness of the annual audit of our company’s financial statements and other services provided by our company’s
−Removed: independent public accountants.
+Added: We promote accountability for adherence to honest
+Added: and ethical conduct;
+Added: endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the
+Added: Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by our company and strives
+Added: to be compliant with applicable governmental laws, rules and regulations.
+Added: We have not, however, formally adopted a written code of business
+Added: conduct and ethics that governs our employees, officers and directors, as our company is not required to do so.
+Added: In lieu of an Audit Committee, our sole director
+Added: is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and
+Added: effectiveness of the annual audit of our company’s financial statements and other services provided by our company’s independent
+Added: public accountants.
The sole director reviews our company’s internal accounting controls, practices and policies.
Insider Trading Policy
−Removed: We have no t yet adopted insider
−Removed: trading policies and procedures, inasmuch as there is currently no trading in our common stock.
−Removed: At such time as trading in our common
−Removed: stock commences, we intend to adopt insider trading policies governing the purchase, sale and other dispositions of the our company’s
−Removed: securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and
−Removed: Section 16(a) Beneficial Ownership Reporting
−Removed: Section 16(a) of the Securities
−Removed: Exchange Act of 1934 requires our company’s officers and directors, and persons who own more than ten percent (10%) of a registered
−Removed: class of our company’s equity securities to file reports of ownership and changes in ownership with the SEC.
−Removed: Officers, directors
−Removed: and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
−Removed: Based solely on our review
−Removed: of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required
−Removed: to be filed with respect to transactions in our common stock during the fiscal year ended January 31, 2025, were not timely.
+Added: have no t yet adopted insider trading policies and procedures.
+Added: Although trading activity in the Company’s common stock has been
+Added: limited, the Company intends to adopt insider trading policies.
+Added: At such time , we intend to adopt insider trading policies governing
+Added: the purchase, sale and other dispositions of the our company’s securities by directors, officers and employees that are
+Added: reasonably designed to promote compliance with insider trading laws, rules and regulations.
Code of Business Conduct
−Removed: We have not adopted a Code
−Removed: of Business Conduct within the meaning of Item 406(b) of Regulation S-K.
+Added: We have not adopted a Code of Business Conduct
+Added: within the meaning of Item 406(b) of Regulation S-K.
Board Committees
1 unchanged sentence
Executive Compensation
−Removed: The table below summarizes the total compensation
−Removed: earned by each of our named executive Officers (“NEOs”) for each of the fiscal years listed.
+Added: The table below summarizes the total compensation earned by
+Added: each of our named executive officers (“NEOs”) for each of the fiscal years listed.
Summary Compensation Table
−Removed: The following table provides
−Removed: certain information regarding compensation awarded to, earned by or paid to our Chief Executive Officer and the other executive officer
−Removed: with compensation exceeding $100,000 during the years ended January 31, 2025 and 2024 (each a “Named Executive Officer”).
+Added: The following table provides certain information regarding compensation
+Added: awarded to, earned by, or paid to our named executive officers during the fiscal years ended January 31, 2026 and January 31, 2025.
Name and Principal Position
−Removed: Former Chief Executive Officer and Chief Financial Officer
+Added: Fiscal Year Ended 1/31
+Added: Stock Awards ($)
+Added: Option Awards ($)
+Added: All Other ($)
+Added: Richard Chiang (1)
+Added: President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman
Jiang Jian (2)
−Removed: Chief Executive Officer, President and Chief Financial Officer
−Removed: Jian did not become an officer of the
−Removed: Company until March 18, 2025.
−Removed: Outstanding Equity Awards
−Removed: The table below reflects all
−Removed: outstanding equity awards made to each Named Executive Officer that were outstanding at January 31, 2025.
−Removed: Number of Securities Underlying Unexercised Options (#) Exercisable
−Removed: Number of Securities Underlying Unexercised Options (#) Unexercisable
−Removed: Exercise Price
−Removed: Option Expiration
+Added: Former Chief Executive Officer, President and Chief Financial Officer
+Added: Former Chief Executive Officer and Chief Financial Officer
+Added: Chiang has served as President, Chief Executive Officer, Chief
+Added: Financial Officer, Secretary, Treasurer, and Chairman of the Board since August 2025.
+Added: No compensation was paid to Mr.
+Added: Chiang in his capacity
+Added: as an officer or director of the Company.
+Added: Chiang provides technology consulting services to the Company through Tech Associates Inc.
+Added: pursuant to an independent contractor arrangement;
+Added: any fees paid under that arrangement are not included in the table above as they were
+Added: not paid in his capacity as an officer or director.
+Added: Jian served as Chief Executive Officer, President, and Chief
+Added: Financial Officer from March 18, 2025 until August 2025.
+Added: Outstanding Equity Awards at Fiscal Year End
+Added: The table below reflects all outstanding equity awards made to each
+Added: named executive officer that were outstanding as of January 31, 2026.
+Added: # Securities Underlying Unexercised Options (Exercisable)
+Added: # Securities Underlying Unexercised Options (Unexercisable)
+Added: Option Exercise Price ($)
+Added: Option Expiration Date
+Added: Richard Chiang
+Added: No equity awards have been granted to any named
+Added: executive officer.
Compensation of Directors
−Removed: Directors are permitted to receive fixed fees
−Removed: and other compensation for their services as directors.
+Added: Directors are permitted to receive fixed fees and other compensation
+Added: for their services as directors.
The Board of Directors has the authority to fix the compensation of directors.
−Removed: No amounts have been paid to, or accrued to, our director in such capacity.
+Added: No amounts have been paid
+Added: to, or accrued to, our director in his capacity as a director.
+Added: Chiang does not receive any separate compensation for his service as
+Added: a director or in any of his officer roles.
We have not adopted a stock plan but may do so
in the future.
−Removed: Director Independence
−Removed: Our securities are not currently traded on any
−Removed: public exchange and as such, we are not currently subject to corporate governance standards of listed companies, which require, among
−Removed: other things, that the majority of the board of directors be independent.
−Removed: We are not currently subject to corporate governance standards
−Removed: defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the
−Removed: NASDAQ Global Market’s requirements for independent directors.
−Removed: Under the NASDAQ rules, our current director does
−Removed: not qualify as an independent director.
+Added: Item 402(x) Disclosure Regarding Option Award Timing
+Added: The Company does not maintain any equity compensation plans and did
+Added: not grant any stock options, stock appreciation rights, or similar option-like instruments to any named executive officer during the fiscal
+Added: year ended January 31, 2026.
+Added: Accordingly, the Company has no t adopted specific policies or practices
+Added: regarding the timing of option grants in relation to the disclosure of material nonpublic information under Item 402(x) of Regulation
+Added: During the fiscal year ended January 31, 2026, the Company did not
+Added: grant any equity awards to any named executive officer during the period beginning four business days before and ending one business day
+Added: after the filing or furnishing of a Current Report on Form 8-K, Quarterly Report on Form 10-Q, or Annual Report on Form 10-K that disclosed
+Added: material nonpublic information.
Security Ownership of Certain Beneficial
−Removed: Owners and Management and Related Stockholder Matter.
−Removed: following table lists, as of the date of this Annual Report, the shareholdings of (i) each person owning beneficially 5% or more of our
−Removed: company’s outstanding common stock;
−Removed: (ii) each executive officer of the Company, and (iii) all officers and directors as a group.
−Removed: Unless otherwise indicated, each owner has sole voting and investment power over his securities.
−Removed: Information relating to beneficial ownership
−Removed: of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’
−Removed: concepts under the rules of the SEC.
−Removed: Under these rules, a person is deemed to be a beneficial owner of a security if that person has or
−Removed: shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power
−Removed: to vote or direct the voting of the security.
−Removed: The person is also deemed to be a beneficial owner of any security of which that person
−Removed: has a right to acquire beneficial ownership within 60 days.
−Removed: Under the SEC rules, more than one person may be deemed to be a beneficial
−Removed: 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
−Removed: pecuniary beneficial interest.
−Removed: Except as noted below, each person has sole voting and investment power.
−Removed: Except as disclosed herein, we
−Removed: do not have any outstanding options or other securities exercisable for or convertible into shares of our common stock.
−Removed: Unless otherwise
−Removed: indicated, the address of each person listed is c/o Rapid Line Inc., 51st Floor, T1 Building, Qianhai Excellence No.
−Removed: 1, Shenzen, China.
+Added: Owners and Management and Related Stockholder Matters
+Added: The following table lists, as of the date of this
+Added: Annual Report, the shareholdings of (i) each person owning beneficially 5% or more of our Company’s outstanding common stock;
+Added: executive officer of the Company;
+Added: and (iii) all officers and directors as a group.
+Added: Unless otherwise indicated, each owner has sole voting
+Added: and investment power over his or her securities.
+Added: Information relating to beneficial ownership of securities by our principal shareholders
+Added: and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the SEC.
+Added: 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
+Added: to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the
+Added: The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership
+Added: within 60 days.
+Added: Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person
+Added: may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.
+Added: Except as noted
+Added: below, each person has sole voting and investment power.
+Added: Except as disclosed herein, we do not have any outstanding options or other securities
+Added: exercisable for or convertible into shares of our common stock.
+Added: Unless otherwise indicated, the address of each person listed is c/o Rapid
+Added: Line Inc., 1111 S.
+Added: Roop Street, #1915, Carson City, NV 89702.
Name of Beneficial Owner
2 unchanged sentences
Percent of Class (2)
−Removed: Jiang Jian (3)
+Added: Nova Aura Limited (3)
+Added: Majority Controlling Shareholder
+Added: Richard Chiang (4)
+Added: President, CEO, CFO, Secretary, Treasurer and Chairman
All Officers and Directors as a Group (1 person)
−Removed: Beneficial ownership is determined in accordance with the
−Removed: rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
−Removed: of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common
−Removed: Based on 3,632,750 shares outstanding as of the date of this Annual Report.
−Removed: Officer and director.
−Removed: Certain Relationships and Related
−Removed: Transactions, and Director Independence.
+Added: (1) Beneficial ownership is determined in accordance with the rules
+Added: of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
+Added: Each of the beneficial
+Added: owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock.
+Added: (2) Based on 3,632,750 shares of common stock issued and outstanding
+Added: as of the date of this Annual Report.
+Added: (3) Nova Aura Limited is a company incorporated in the Republic of
+Added: the Marshall Islands.
+Added: The address of Nova Aura Limited is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
+Added: Nova Aura Limited acquired its 2,500,000 shares of common stock, representing approximately 68.82% of the issued and outstanding
+Added: shares of the Company, pursuant to a private transfer from Jiang Jian, the Company’s former officer and director.
+Added: (4) Richard Chiang has served as President, Chief Executive Officer,
+Added: Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board since August 2025.
+Added: Chiang does not own, directly or indirectly,
+Added: any shares of the Company’s common stock, and no options or other equity awards have been granted to Mr.
+Added: Equity Compensation Plan Information
+Added: We do not currently have any equity compensation plans in effect.
+Added: options, warrants, or other equity-based awards are outstanding as of the date of this Annual Report.
+Added: Certain Relationships and Related Transactions, and Director
+Added: The following is a summary of transactions since the beginning of our
+Added: last two fiscal years, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded
+Added: or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years,
+Added: and in which any related person had or will have a direct or indirect material interest.
+Added: A related person is any executive officer, director,
+Added: nominee for director, or holder of 5% or more of our common stock, or an immediate family member of any of those persons.
Recent Change in Control
−Removed: Effective March 18, 2025,
−Removed: there occurred a change in control of our company.
−Removed: On such date, pursuant to a stock purchase agreement (the Change-in-Control Agreement),
−Removed: Jiang Jian acquired 2,500,000 shares of our common stock (the Acquired Shares) from Wiktor Moroz.
−Removed: The Acquired Shares represent approximately
−Removed: 68.82% of the outstanding shares of our common stock and constitute voting control of our company.
−Removed: The total consideration paid by Mr.
−Removed: Jian for the Acquired Shares was $362,315 in cash, the source of which was his personal funds.
−Removed: In conjunction with the Change-in-Control
−Removed: Agreement, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of our company and Jiang Jian was appointed
−Removed: as the Sole Director, President, Chief Executive Officer and Secretary of our company.
−Removed: There was not a change in the business plan of
−Removed: our company associated with the change in control.
−Removed: Description of Business .
+Added: During the fiscal year ended January 31, 2026, a change in control
+Added: of the Company occurred.
+Added: Jiang Jian, the Company’s former Chief Executive Officer, President, Chief Financial Officer, and director, transferred
+Added: his 2,500,000 shares of common stock of the Company (representing approximately 68.82% of the issued and outstanding shares) to Nova Aura
+Added: Limited, a company incorporated in the Republic of the Marshall Islands.
+Added: As a result of this transfer, Nova Aura Limited became the majority
+Added: controlling shareholder of the Company.
+Added: Concurrent with this change in ownership, Richard Chiang was appointed as President, Chief Executive
+Added: Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board in August 2025, succeeding Mr.
+Added: Jian in all officer and
+Added: director roles.
+Added: There was no change in the business plan of the Company associated with the change in control.
Sale of Common Stock
−Removed: In January 2022, we issued
−Removed: 2,500,000 shares of our common stock to our former sole director and officer, Wiktor Moroz, in consideration of services provided on behalf
−Removed: of our company, which shares were valued at $250, in the aggregate.
+Added: In January 2022, the Company issued 2,500,000 shares of its common
+Added: stock to Wiktor Moroz, the Company’s former sole director and officer, in consideration of services provided on behalf of the Company.
+Added: Those shares were valued at $250 in the aggregate.
+Added: This founding issuance is disclosed for historical context as it represents the origin
+Added: of the shares subsequently transferred through the chain of title described above.
+Added: No shares of common stock were issued or sold by the
+Added: Company during the fiscal year ended January 31, 2026.
+Added: Related Party Transactions — Advances from Third Parties
+Added: During the fiscal years ended January 31, 2026 and January 31, 2025,
+Added: the Company received advances from related third parties to fund its operations.
+Added: As of January 31, 2026, the total amount due to third
+Added: parties was $109,192, compared to nil as of January 31, 2025.
+Added: These advances are unsecured and no formal repayment terms have been established.
+Added: During the fiscal year, certain previously outstanding obligations — including a Director Loan of $46,890, a Promissory Note of
+Added: $41,000, and accrued interest payable of $12,480 — were forgiven, resulting in the recognition of debt forgiveness of $143,327.
+Added: Independent Contractor Arrangement
+Added: Richard Chiang, the Company’s President, Chief Executive Officer, Chief
+Added: Financial Officer, Secretary, Treasurer, and Chairman of the Board, provides consulting services to the Company through Tech Associates
+Added: pursuant to an independent contractor arrangement.
+Added: During the fiscal year ended January 31, 2026, the Company paid $81,453 in consulting
+Added: fees to Tech Associates Inc.
+Added: under this arrangement.
+Added: No compensation was paid to Mr.
+Added: Chiang in his capacity as an officer or director.
+Added: Director Independence
+Added: Our common stock is quoted on the OTC Markets Group (Pink) under the
+Added: symbol “RPDL.” We are not listed on a national securities exchange and are therefore not subject to the corporate governance
+Added: listing standards of any such exchange.
+Added: For reference purposes, we evaluate director independence using the standards applied by the NASDAQ
+Added: Global Market.
+Added: Our sole director, Richard Chiang, currently serves as President, Chief Executive Officer, Chief Financial Officer, Secretary,
+Added: Treasurer, and Chairman of the Board.
+Added: Under the NASDAQ independence standards adopted for reference purposes, Mr.
+Added: Chiang does not qualify
+Added: as an independent director given his executive officer roles with the Company.
+Added: Accordingly, we do not currently have an independent director
+Added: on our Board.
+Added: We intend to recruit independent directors as our business develops
+Added: and as resources permit.
Principal Accountant Fees and Services
Fees Paid to Independent Registered Public Accounting Firm
−Removed: Set forth below is a summary of
−Removed: certain fees paid to our Independent Registered Public Accounting Firm, DylanFloyd Accounting & Consulting, for services rendered
−Removed: during the fiscal years ended January 31, 2025 and 2024, respectively.
+Added: Set forth below is a summary of certain fees paid
+Added: to our Independent Registered Public Accounting Firm, DylanFloyd Accounting & Consulting, for services rendered during the fiscal
+Added: years ended January 31, 2026 and 2025, respectively.
All Other Fees
−Removed: Audit fees were for professional
−Removed: services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review
−Removed: of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
+Added: Audit fees were for professional services rendered
+Added: 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
+Added: 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
−Removed: of fees billed for professional services for consultation on accounting matters.
+Added: Audit-related fees consist of fees billed for
+Added: professional services for consultation on accounting matters.
Approval of Services Provided by Independent
Registered Public Accounting Firm
−Removed: The Board of Directors has
−Removed: considered whether the services provided under other non-audit services are compatible with maintaining the auditor’s independence
−Removed: and has determined that such services are compatible.
−Removed: The Board of Directors has adopted policies and procedures for pre-approving all
−Removed: non-audit work performed by the external auditors.
+Added: The Board of Directors has considered whether
+Added: the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined
+Added: that such services are compatible.
+Added: The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed
+Added: by the external auditors.
The Board of Directors will annually pre-approve services in specified accounting areas.
−Removed: The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
+Added: The Board of Directors
+Added: also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
Exhibit and Financial Statement Schedules.
4 unchanged sentences
Not applicable.
−Removed: Certification
−Removed: of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
+Added: Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
Certification of the Company’s Principal Executive Officer and Principal Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002
6 unchanged sentences
Cover Page Interactive Data File (embedded within the Inline XBRL document)
−Removed: # Filed herewith.
−Removed: (1) Incorporated by reference from the Company’s
−Removed: Registration Statement on Form S-1, SEC File No.
Form 10-K Summary .
1 unchanged sentence
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 March 31, 2025.
+Added: thereunto duly authorized on May 13, 2026.
RAPID LINE INC.
+Added: /s/ Richard Chiang
+Added: Richard Chiang
Chief Executive Officer
1 unchanged sentence
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 March 31, 2025.
−Removed: Chief Executive
−Removed: Officer, President, Chief Financial Officer,
+Added: on May 13, 2026.
+Added: /s/ Richard Chiang
+Added: President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman
+Added: Richard Chiang
Principal Financial Officer and Principal Accounting Officer and
2 unchanged sentences
RAPID LINE INC.
−Removed: Independent Registered Public Accounting Firm
+Added: Report of Independent Registered Public Accounting Firm
Balance Sheets as of January 31, 2026 and January 31, 2025
2 unchanged sentences
Statements of Cash Flows for the Years ended January 31, 2026 and 2025
−Removed: Notes to the Audited Financial
+Added: Notes to the Audited Financial Statements
Report of Independent Registered Public Accounting
2 unchanged sentences
Opinion on the Financial Statements
−Removed: We have audited the accompanying
−Removed: balance sheet of Rapid Line Inc.
−Removed: (the "Company") as of January 31, 2025 and 2024, the related statements of operations,
−Removed: changes in stockholders' deficit, for each of the two years in the period ended January 31, 2025 and
−Removed: the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present
−Removed: fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024 and the results of its operations
−Removed: and its cash flows for each of the two years ended January 31, 2025, in conformity with accounting principles generally accepted in the
−Removed: United States of America.
+Added: We have audited the accompanying balance
+Added: sheet of Rapid Line Inc.
+Added: (the "Company") as of January 31, 2026 and 2025, the related statements of operations, changes
+Added: in stockholders' deficit, for each of the two years in the period ended January 31, 2026 and the
+Added: related notes (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly,
+Added: in all material respects, the financial position of the Company as of January 31, 2026 and 2025 and the results of its operations and
+Added: its cash flows for each of the two years ended January 31, 2026, in conformity with accounting principles generally accepted in the United
+Added: States of America.
Going Concern Uncertainty
31 unchanged sentences
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
−Removed: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
−Removed: evaluating the overall presentation of the financial statements.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
+Added: as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: Critical audit matters arising from
−Removed: the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
−Removed: that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective,
−Removed: or complex judgements.
−Removed: The communication of critical audit matters does not alter in any way our opinion on the financial statements,
−Removed: taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit
−Removed: matters or on the accounts or disclosures to which they relate.
−Removed: We noted significant related party transactions
−Removed: as a critical matter.
−Removed: We performed the following procedures
−Removed: to address the matter such as, confirmation of those related party transactions, risk assessment of the nature of the related party transactions,
−Removed: review of the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal
−Removed: entries and other adjustments and Inquiry with management of any undisclosed related party contract.
/s/ DylanFloyd Accounting & Consulting
−Removed: We have served as the Company's
−Removed: auditor since 2023.
−Removed: March 28, 2025
+Added: We have served as the Company’s auditor since 2023.
+Added: Newhall, California
RAPID LINE INC.
1 unchanged sentence
Current Assets
−Removed: Escrow Account
Prepaid Expenses
5 unchanged sentences
Current Liabilities
+Added: Accounts Payable/Accrued Liabilities
Interest Payable
2 unchanged sentences
Director Loan
+Added: Due to Third Party
Promissory Note
1 unchanged sentence
Total Liabilities
−Removed: Stockholders’ Deficit
+Added: Stockholders’ Equity
Common stock, $ 0.0001 par value, 75,000,000 shares authorized;
2 unchanged sentences
Accumulated deficit
−Removed: Total Stockholders’ Deficit
−Removed: Total Liabilities and Stockholders’ Deficit
+Added: Total Stockholders’ Equity
+Added: Total Liabilities and Stockholders’ Equity
See accompanying notes, which are an integral part
2 unchanged sentences
STATEMENTS OF OPERATIONS
−Removed: For the years ended
−Removed: For the years ended
−Removed: REVENUE (Banner advertisement)
+Added: January 31, 2026
+Added: January 31, 2025
OPERATING EXPENSES
1 unchanged sentence
TOTAL OPERATING EXPENSES
+Added: Other income/debt forgiveness
NET INCOME (LOSS) FROM OPERATIONS
1 unchanged sentence
NET INCOME (LOSS)
+Added: $ ( 145,097 )
NET LOSS PER SHARE:
8 unchanged sentences
Stockholders’
−Removed: Inception, January 10, 2022
−Removed: Shares issued for cash at $0.0001 per share on January 10, 2022
−Removed: Net loss for the year ended January 31, 2022
Balance, January 31, 2025
−Removed: Shares issued for cash at $0.02 per share in July, 2022
−Removed: Shares issued for cash at $0.02 per share in October, 2022
−Removed: Shares issued for cash at $0.02 per share in January, 2023
−Removed: Net loss for the period ending January 31, 2023
+Added: Adjustments to Additional Paid-In Capital
+Added: Net income for the year ending January 31, 2026
Balance, January 31, 2026
−Removed: Shares issued for cash at $0.02 per share in April, 2023
−Removed: Net loss for the period ending January 31, 2024
+Added: $ ( 235,830 )
+Added: Stockholders’
Balance, January 31, 2024
−Removed: Net loss for the period ending January 31, 2025
+Added: Net income for the year ending January 31, 2025
Balance, January 31, 2025
3 unchanged sentences
STATEMENTS OF CASH FLOWS
−Removed: For the year ended
−Removed: For the year ended
+Added: Twelve Months
+Added: Twelve Months
+Added: January 31, 2026
+Added: January 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
+Added: $ ( 145,097 )
Adjustment to reconcile net income (loss) to cash provided by operating activities
+Added: Debt forgiveness
Interest Payable
Accumulated amortization
−Removed: Prepaid Expenses
+Added: Increase/Decrease related to Prepaid Expenses
+Added: Increase in accounts payable
CASH FLOWS USED IN OPERATING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
−Removed: Proceeds from sale of common stock
−Removed: Promissory Note
−Removed: Related Party Loans
+Added: Related Parties
+Added: Related parties Loans
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
7 unchanged sentences
RAPID LINE INC.
−Removed: NOTES TO THE AUDITED FINANCIAL STATEMENTS
−Removed: FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
−Removed: Note 1 – ORGANIZATION AND NATURE OF
+Added: NOTES TO THE FINANCIAL STATEMENTS
+Added: FOR THE YEARS ENDED JANUARY 31, 2026 AND JANUARY
+Added: Note 1 – ORGANIZATION AND NATURE OF BUSINESS
RAPID LINE INC.
−Removed: (referred as the “Company”,
−Removed: “we”, “our”) is a development stage company formed to commence operations concerned with online education.
−Removed: were incorporated under the laws of the state of Wyoming on January 10, 2022.
−Removed: Since our formation, we have been engaged in the business
−Removed: of the development, marketing and business process analysis, problem solving and general business services.
−Removed: We have purchased a website
−Removed: and a working prototype of online services mobile platform application known as “KIDWIN”.
−Removed: Our principal executive and business office is located
−Removed: at 51st Floor, T1 Building, Qianhai Excellence No.
−Removed: 1, Shenzen, China, and our telephone number is +86-15274931919.
+Added: (referred to as the “Company”, “we”,
+Added: “our”) is a development stage company formed to commence operations concerned with online education.
+Added: We were incorporated under
+Added: the laws of the State of Wyoming on January 10, 2022.
+Added: Since our formation, we have been engaged in the business of the development, marketing
+Added: and business process analysis, problem solving and general business services.
+Added: We have purchased a website and a working prototype of an
+Added: online services mobile platform application known as “KIDWIN”.
+Added: Our principal executive and business office is located at 1111 S.
+Added: Street, #1915, Carson City, NV 89702.
+Added: During the fiscal year ended January 31, 2026, the Company underwent
+Added: a change in control.
+Added: Jiang Jian, who had served as President, Chief Executive Officer, Chief Financial Officer, and sole director since
+Added: March 18, 2025, transferred his 2,500,000 shares of the Company’s common stock to Nova Aura Limited, a company incorporated in the Republic
+Added: of the Marshall Islands.
+Added: Concurrent with this share transfer, Richard Chiang was appointed as President, Chief Executive Officer, Chief
+Added: Financial Officer, Secretary, Treasurer, and Chairman of the Board in August 2025.
+Added: As of January 31, 2026, the Company had an accumulated
+Added: deficit of $ 235,830 and has not generated revenues from operations.
Note 2 – GOING CONCERN
−Removed: The accompanying financial statements have been
−Removed: prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate
−Removed: continuation of the Company as a going concern.
−Removed: The Company has an accumulated deficit of $ 90,733 as of January 31, 2025.
−Removed: currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs
−Removed: over an extended period of time.
−Removed: Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses.
−Removed: The Company intends to position itself so that it will be able to raise additional funds through the capital markets.
−Removed: In light of management’s
−Removed: efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and
−Removed: continue as a going concern.
−Removed: Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING
+Added: The accompanying financial statements have
+Added: been prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”),
+Added: which contemplate continuation of the Company as a going concern.
+Added: The Company has an accumulated deficit of $ 235,830
+Added: as of January 31, 2026.
+Added: The Company incurred a net loss of $ 145,097 for the year and this is not indicative of operating
+Added: profitability.
+Added: The Company has not generated any revenues from operations and has not completed its efforts to establish a
+Added: stabilized source of revenues sufficient to cover operating costs over an extended period of time.
+Added: Therefore, there is substantial
+Added: doubt about the Company’s ability to continue as a going concern.
+Added: Management anticipates that the Company will be dependent, for the
+Added: near future, on additional investment capital to fund operating expenses.
+Added: The Company intends to position itself so that it may be able
+Added: to raise additional funds through the capital markets.
+Added: In light of management’s efforts, there are no assurances that the Company will
+Added: be successful in this or any of its endeavors or become financially viable and continue as a going concern.
+Added: Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
−Removed: The accompanying financial statements have been
−Removed: prepared in accordance with generally accepted accounting principles in the United States of America.
−Removed: The Company’s year-end is
−Removed: In accordance with ASC 606, revenue is measured
−Removed: based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer.
−Removed: During the years ended January 31, 2025 and 2024, we did not generate any
+Added: The accompanying financial statements have been prepared in accordance
+Added: with generally accepted accounting principles in the United States of America.
+Added: The Company’s fiscal year-end is January 31.
+Added: In accordance with ASC 606, revenue is measured based on consideration
+Added: specified with a customer and recognized when the Company satisfies the performance obligation specified with the customer.
+Added: years ended January 31, 2026 and January 31, 2025, the Company did not generate any revenue.
Use of Estimates
−Removed: The preparation of financial statements in conformity
−Removed: with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
−Removed: of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the
−Removed: reporting period.
+Added: The preparation of financial statements in conformity with U.S.
+Added: requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
+Added: assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
Actual results could differ from those estimates.
Fair Value of Financial Instruments
−Removed: FASB ASC Topic 820, "Fair Value Measurement," defines
−Removed: 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
+Added: FASB ASC Topic 820, “Fair Value Measurement,” defines fair
+Added: 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.
4 unchanged sentences
The three levels are defined as follows:
−Removed: defined as observable inputs such as quoted prices in active markets;
−Removed: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;
−Removed: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
−Removed: 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, 2025 and 2024.
−Removed: The Company is a C Corporation under the Internal
−Removed: Revenue Code and a similar section of the state code.
−Removed: All income tax amounts reflect the use of the
−Removed: liability method under accounting for income taxes.
−Removed: Income taxes are provided for the tax effects of transactions reported in the financial
−Removed: statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting
−Removed: Current year expense represents the amount of income taxes paid, payable or refundable for the period.
−Removed: Deferred income taxes, net of appropriate valuation
−Removed: allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid.
−Removed: Valuation allowances are recorded
−Removed: against deferred tax assets when it is more likely than not that such assets will not be realized.
−Removed: When an uncertain tax position meets
−Removed: the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in
−Removed: the financial statements.
−Removed: The Company’s income tax returns are subject
−Removed: to review and examination by federal, state and local governmental authorities.
−Removed: As of January 31, 2025, our January 31, 2024, tax return
−Removed: was open to examination with federal, state and local governmental authorities.
−Removed: To the extent penalties and interest are incurred through
−Removed: an examination, they would be included as part of operations in the statement of operations.
+Added: defined as observable inputs such as quoted prices
+Added: in active markets;
+Added: defined as inputs other than quoted prices in active
+Added: markets that are either directly or indirectly observable;
+Added: defined as unobservable inputs in which little or no
+Added: market data exists, therefore requiring an entity to develop its own assumptions.
+Added: Due to their short-term nature, the carrying values of cash, amounts
+Added: due to third parties, and accounts payable approximated fair value at January 31, 2026 and January 31, 2025.
+Added: The Company is a C Corporation under the Internal Revenue Code and
+Added: a similar section of the state code.
+Added: All income tax amounts reflect the use of the liability method under
+Added: accounting for income taxes.
+Added: Income taxes are provided for the tax effects of transactions reported in the financial statements and consist
+Added: of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes.
+Added: expense represents the amount of income taxes paid, payable, or refundable for the period.
+Added: Deferred income taxes, net of appropriate valuation allowances, are
+Added: determined using the tax rates expected to be in effect when the taxes are actually paid.
+Added: Valuation allowances are recorded against deferred
+Added: tax assets when it is more likely than not that such assets will not be realized.
+Added: When an uncertain tax position meets the more likely
+Added: than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements.
+Added: The Company’s income tax returns are subject to review and examination
+Added: by federal, state, and local governmental authorities.
+Added: As of January 31, 2026, our January 31, 2025 tax return was open to examination
+Added: with federal, state, and local governmental authorities.
+Added: To the extent penalties and interest are incurred through an examination, they
+Added: would be included as part of operations in the statement of operations.
Long-Lived Assets – Intangible Assets
−Removed: We account for our intangible assets in accordance
−Removed: with ASC Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal
−Removed: of Long-Lived Assets.
−Removed: ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair
−Removed: value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.
−Removed: Further, ASC Subtopic
−Removed: 350-30 requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period
−Removed: to determine whether events or circumstances warrant a revision to the remaining period of amortization.
−Removed: If the estimate of useful life
−Removed: is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.
−Removed: of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.
+Added: The Company accounts for its intangible assets in accordance with ASC
+Added: Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived
+Added: ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the
+Added: assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.
+Added: Further, ASC Subtopic 350-30 requires
+Added: an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether
+Added: events or circumstances warrant a revision to the remaining period of amortization.
+Added: Costs of internally developing, maintaining, or restoring
+Added: intangible assets are recognized as an expense when incurred.
Basic Income (Loss) Per Share
−Removed: The Company computes income (loss) per share in accordance
−Removed: with FASB ASC 260 “Earnings per Share”.
−Removed: Basic loss per share is computed by dividing net income (loss) available to common
−Removed: shareholders by the weighted average number of outstanding common shares during the period.
−Removed: Diluted income (loss) per share gives effect
−Removed: to all dilutive potential common shares outstanding during the period.
−Removed: Dilutive loss per share excludes all potential common shares if
−Removed: their effect is anti-dilutive.
−Removed: As of January 31, 2025 and 2024, there were no potentially dilutive debt or equity instruments issued or
+Added: The Company computes income (loss) per share in accordance with FASB
+Added: ASC 260 “Earnings per Share”.
+Added: Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders
+Added: by the weighted average number of outstanding common shares during the period.
+Added: Diluted income (loss) per share gives effect to all dilutive
+Added: potential common shares outstanding during the period.
+Added: Dilutive loss per share excludes all potential common shares if their effect is
+Added: anti-dilutive.
+Added: As of January 31, 2026 and January 31, 2025, there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
−Removed: Comprehensive income is defined as all changes
−Removed: in stockholders’ deficit, exclusive of transactions with owners, such as capital investments.
−Removed: Comprehensive income includes net
−Removed: income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments
−Removed: in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities.
−Removed: As of January 31, 2025 were no differences between
−Removed: our comprehensive loss and net loss.
+Added: Comprehensive income is defined as all changes in stockholders’ deficit,
+Added: exclusive of transactions with owners, such as capital investments.
+Added: Comprehensive income includes net income or loss, changes in certain
+Added: assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and
+Added: unrealized gains (losses) on available-for-sale securities.
+Added: As of January 31, 2026 and January 31, 2025, there were no differences between
+Added: the Company’s comprehensive income (loss) and net income (loss).
Recent Accounting Pronouncements
−Removed: We have reviewed all the recently issued, but
−Removed: not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
+Added: The Company has reviewed all recently issued, but not yet effective,
+Added: accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
+Added: Segment Reporting
+Added: Management has determined that the Company operates as a single operating
+Added: and reportable segment in accordance with ASC Topic 280, Segment Reporting.
+Added: The Company’s chief operating decision maker (“CODM”),
+Added: identified as the Chief Executive Officer, evaluates financial performance and allocates resources on a consolidated basis.
+Added: currently operates in a single line of business focused on the development of its KIDWIN mobile application and related online education
+Added: Substantially all of the Company’s assets are located in the United States and the Company has not generated revenue during
+Added: the periods presented.
Note 4 – COMMON STOCK
−Removed: The Company has 75,000,000 , $ 0.0001 par value
−Removed: shares of common stock authorized.
−Removed: On January 10, 2022 the Company issued 2,500,000
−Removed: shares of common stock to a director for services rendered estimated to be $ 250 at $0.0001 per share.
−Removed: In July, the Company issued 167,500 common shares
−Removed: to few individuals at $0.02 per share in consideration of $ 3,350 .
−Removed: There were 2,667,500 shares of common stock issued
−Removed: and outstanding as of July 31, 2022.
−Removed: In October, the Company issued 625,250 common
−Removed: shares to few individuals at $0.02 per share in consideration of $ 12,505 .
−Removed: There were 3,292,750 shares of common stock issued
−Removed: and outstanding as of October 31, 2022.
−Removed: In January, the Company issued 275,000 common
−Removed: shares to few individuals at $0.02 per share in consideration of $ 5,500 .
−Removed: There were 3,567,750 shares of common stock issued
−Removed: and outstanding as of January 31, 2023.
−Removed: In April, the Company issued 65,000 common shares
−Removed: to few individuals at $0.02 per share in consideration of $ 1,300 .
−Removed: There were 3,632,750 shares of common stock issued
−Removed: and outstanding as of January 31, 2025.
+Added: The Company has 75,000,000 shares of common stock authorized at $ 0.0001
+Added: The following is a summary of the Company’s common stock issuances
+Added: since inception:
+Added: On January 10, 2022, the Company issued 2,500,000 shares of common
+Added: stock to its then-sole director and officer, Wiktor Moroz, for services rendered, valued at $ 250 in the aggregate ($0.0001 per share).
+Added: In July 2022, the Company issued 167,500
+Added: shares of common stock to several individuals at $0.02 per share for aggregate consideration of $ 3,350 .
+Added: There were 2,667,500 shares of common stock
+Added: issued and outstanding as of July 31, 2022.
+Added: In October 2022, the Company issued 625,250 shares of common stock
+Added: to several individuals at $0.02 per share for aggregate consideration of $ 12,505 .
+Added: There were 3,292,750 shares of common stock issued and
+Added: outstanding as of October 31, 2022.
+Added: In January 2023, the Company issued 275,000 shares of common stock
+Added: to several individuals at $0.02 per share for aggregate consideration of $ 5,500 .
+Added: There were 3,567,750 shares of common stock issued and
+Added: outstanding as of January 31, 2023.
+Added: In April 2023, the Company issued 65,000 shares of common stock to
+Added: several individuals at $0.02 per share for aggregate consideration of $ 1,300 .
+Added: No shares of common stock were issued or sold during the fiscal years
+Added: ended January 31, 2026 or January 31, 2025.
+Added: There were 3,632,750 shares of common stock issued and outstanding as of January 31, 2026.
Voting Common Stock
−Removed: All shares of common stock have voting rights
−Removed: and are identical.
−Removed: All holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for
−Removed: each share of the capital stock held by such stockholder.
+Added: All shares of common stock have voting rights and are identical.
+Added: 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
+Added: stock held by such stockholder.
Non-Voting Common Stock
−Removed: All of the other terms of the Non-Voting Common
−Removed: Stock shall be identical to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock,
−Removed: as explained in the Company’s Bylaws.
+Added: All of the other terms of the Non-Voting Common Stock shall be identical
+Added: 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
Note 5 – COMMITMENTS AND CONTINGENCIES
−Removed: In the normal course of business, the Company
−Removed: may become a party to litigation matters involving claims against it.
−Removed: At January 31, 2025, there are no current matters that would have
−Removed: a material effect on the Company’s financial position or results of operations.
−Removed: The extent of the impact of the coronavirus (“COVID-19”)
−Removed: outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak
−Removed: and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot
−Removed: be predicted.
−Removed: If the overall economy is impacted for an extended period, the Company’s future operating results may be materially
−Removed: and adversely affected.
+Added: In the normal course of business, the Company may become a party to
+Added: litigation matters involving claims against it.
+Added: As of January 31, 2026, there are no current matters that would have a material effect
+Added: on the Company’s financial position or results of operations.
Note 6 – INTANGIBLE ASSETS
−Removed: The Company purchased and possesses an
−Removed: asset in a form of the website and mobile application concerned with online education.
−Removed: The Company purchased the website and
−Removed: mobile application for $ 41,000 and is amortizing the asset straight-line over its five year useful life or $8,200 per year.
−Removed: Balances as of January 31, 2025 and January 31,
−Removed: 2024 are as follows:
−Removed: Schedule of intangible assets
+Added: As of January 31, 2026, the Company’s only material asset is the KIDWIN
+Added: mobile application and website platform, which has been capitalized as an intangible asset.
+Added: The application is not currently generating
+Added: Management has initiated an impairment assessment under ASC 360-10-35.
+Added: While no final determination has been made, the asset
+Added: may be partially or fully impaired.
+Added: Any impairment charge will be recognized in the period of determination.
+Added: The Company purchased the website and mobile application for $ 41,000
+Added: and is amortizing the asset on a straight-line basis over its five-year estimated useful life, resulting in annual amortization of approximately
+Added: Balances as of January 31, 2026 and January 31, 2025 are as follows:
January 31, 2026
3 unchanged sentences
Net Book Value
+Added: Amortization expense recognized during the fiscal year ended January
+Added: 31, 2026 was $ 8,198 (year ended January 31, 2025:
+Added: The net book value of the intangible asset as of January 31, 2026 was $ 24,254 .
Note 7 – RELATED PARTY TRANSACTIONS
−Removed: Moroz currently devotes approximately thirty hours per week to
−Removed: manage our affairs.
−Removed: The sole officer and director, Wiktor Moroz, is
−Removed: the only related party with whom the Company had transactions with during the period from inception on January 10, 2022 through January
−Removed: During the year ended January 31, 2025, Mr.
−Removed: Moroz paid $ 46,890 for operating expenses on behalf of the Company.
−Removed: due to the related party are unsecured and non-interest bearing with no set terms of repayment.
+Added: Change in Control and Management
+Added: Effective March 18, 2025, Jiang Jian acquired 2,500,000 shares of the
+Added: Company’s common stock from Wiktor Moroz, pursuant to a stock purchase agreement, for total consideration of $362,315 in cash.
+Added: In conjunction
+Added: with this transaction, Wiktor Moroz resigned as Sole Director, CEO, CFO, and Secretary, and Jiang Jian was appointed as Sole Director,
+Added: President, Chief Executive Officer, and Secretary.
+Added: In August 2025, Jiang Jian transferred his 2,500,000 shares to Nova
+Added: Aura Limited, a company incorporated in the Republic of the Marshall Islands, and Richard Chiang was appointed as President, Chief Executive
+Added: Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board of the Company.
+Added: As of January 31, 2026, Richard Chiang
+Added: serves as the Company’s sole officer and director.
+Added: Consulting Services – Tech Associates Inc.
+Added: Richard Chiang, the Company’s sole officer and director, provides technology
+Added: consulting services to the Company through Tech Associates Inc.
+Added: pursuant to an independent contractor arrangement.
+Added: During the fiscal year
+Added: ended January 31, 2026, the Company incurred consulting fees of $ 81,453 payable to Tech Associates Inc..
+Added: As of January 31, 2026, amounts
+Added: due to related third parties totaled $ 109,192 , which includes unpaid consulting fees and advances made on behalf of the Company.
+Added: amounts are unsecured and no formal repayment terms have been established.
+Added: Related Party Loan
+Added: Our majority control shareholder Nova Aura Limited provides us with
+Added: ongoing financial support and as of January 31, 2026, there is $ 109,000 owed to Nova Aura Limited, this loan facilitates ongoing business
+Added: operations and covers expenses as a public company.
+Added: Debt Forgiveness
+Added: During the fiscal year ended January 31,
+Added: 2026, certain previously outstanding obligations of the Company were forgiven.
+Added: The forgiven amounts include:
+Added: (i) a Director Loan
+Added: from Wiktor Moroz of $ 46,890 ;
+Added: (ii) a Promissory Note of $ 41,000 ;
+Added: and (iii) accrued interest payable of $ 12,480 .
+Added: In addition, other obligations totaling $ 42,957
+Added: were forgiven during the period.
+Added: Total debt forgiveness of $ 143,327
+Added: was recognized as Additional Paid-In Capital (APIC) during the fiscal year ended January 31, 2026.
+Added: The Company also recognized
+Added: of additional APIC during the period, resulting in total increase to APIC of $ 144,425
+Added: as reflected in the statement of stockholders’ equity.
+Added: Prior Year Related Party Activity
+Added: During the fiscal year ended January 31, 2025, Wiktor Moroz, the then-sole
+Added: director and officer, paid $ 46,890 for operating expenses on behalf of the Company.
+Added: These amounts were recorded as a Director Loan, were
+Added: unsecured and non-interest bearing with no set terms of repayment, and were subsequently forgiven during the fiscal year ended January
+Added: 31, 2026 as described above.
Note 8 – INCOME TAXES
−Removed: As of January 31, 2025, the Company had net operating
−Removed: loss carry forwards of approximately $ 19,054 that may be available to reduce future years' taxable income in varying amounts through 2041.
−Removed: Future tax benefits which arise as a result of
−Removed: these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly,
−Removed: the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
−Removed: The 21% tax rate provision for Federal income
−Removed: tax consists of the following:
−Removed: Schedule of income tax expense
−Removed: Federal income tax benefit attributable to:
−Removed: Current operations
−Removed: Related party accruals
+Added: On December 22, 2017, the President of the United States signed into
+Added: law the Tax Cuts and Jobs Act (“Tax Reform Act”).
+Added: The Tax Reform Act permanently reduces the U.S.
+Added: corporate income tax rate
+Added: from a maximum of 35% to a flat 21% rate, effective January 1, 2018.
+Added: As of January 31, 2026, the Company had accumulated net operating loss
+Added: carry forwards of approximately $91,404 that may be available to reduce future years’ taxable income, subject to applicable limitations,
+Added: in varying amounts through 2046.
+Added: Future tax benefits which may arise as a result of these losses have not been recognized in these financial
+Added: statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for
+Added: the deferred tax asset relating to these tax loss carry-forwards.
+Added: The reconciliation of the statutory federal income
+Added: tax rate to the Company’s effective tax rate for the years ended January 31, 2026 and January 31, 2025 is as follows:
+Added: Schedule of income tax reconciliation
+Added: Year Ended January 31, 2026
+Added: Year Ended January 31, 2025
+Added: Federal statutory income tax benefit attributable to current operations
Change in valuation allowance
Net provision for federal income taxes
−Removed: The cumulative tax effect at the expected rate of 21% of significant
−Removed: items comprising our net deferred tax amount is as follows:
−Removed: Schedule of deferred tax asset
+Added: The tax effects of temporary differences that give rise to significant
+Added: portions of the net deferred tax assets are as follows:
Deferred tax asset attributable to:
+Added: January 31, 2026
+Added: January 31, 2025
Net operating loss carryover
−Removed: Related party accruals
valuation allowance
Net deferred tax asset
+Added: In assessing the realization of deferred tax assets, management considers
+Added: whether it is more likely than not that some portion or all of the deferred tax assets will be realized.
+Added: Based on this assessment, management
+Added: has established a full valuation allowance against all deferred tax assets relating to net operating losses because it is more likely
+Added: than not that such deferred tax assets will not be realized.
+Added: The Company had no unrecognized tax benefits as of January 31, 2026
+Added: or January 31, 2025.
+Added: The Company’s tax years from inception through January 31, 2026 remain open to examination by federal, state, and
+Added: local taxing authorities.
+Added: The Company did not pay any federal, state, or foreign income taxes
+Added: during the years ended January 31, 2026 or January 31, 2025.
Note 9 – SUBSEQUENT EVENTS
−Removed: Change in Control
−Removed: Effective March 18, 2025, there occurred a change
−Removed: in control of the Company.
−Removed: On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement” ),
−Removed: Jiang Jian acquired 2,500,000 shares of the Company’s common stock (the “Acquired Shares” ) from Wiktor
−Removed: The Acquired Shares represent approximately 68.82% of the outstanding shares of the Company’s common stock and constitute
−Removed: voting control of the Company.
−Removed: The total consideration paid by Mr.
−Removed: Jian for the Acquired Shares was $362,315 in cash, the source of which
−Removed: was his personal funds.
−Removed: In conjunction with the Change-in-Control Agreement,
−Removed: 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
−Removed: Director, President, Chief Executive Officer and Secretary of the Company.
−Removed: There was not a change in the business plan of the Company
−Removed: associated with the change in control.
−Removed: In accordance with SFAS 165 (ASC 855-10) the Company
−Removed: has analyzed its operations subsequent to January 31, 2025 to the date these financial statements were issued and has determined that
−Removed: it does not have any material subsequent events to disclose in these financial statements.
+Added: In accordance with ASC 855-10, the Company has analyzed its operations
+Added: subsequent to January 31, 2026 through the date these financial statements were issued and has determined that there are no material subsequent
+Added: events required to be disclosed in these financial statements.
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.