Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
Disclosure controls and procedures are designed
to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized
and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated
to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures,
which, by their nature, can provide only reasonable assurance regarding management’s control objectives.
Our management, with the participation of our
Chief Executive Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end
of the period covered by this Report. Based upon this evaluation, our Chief Executive Officer concluded that our disclosure controls and
procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which
is described below.
Management’s Report on Internal Control
Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control
over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the
reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance
with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
9
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our
internal control over financial reporting as of January 31, 2026. In making this assessment, it used the criteria set forth by the Committee
of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on
this evaluation, management concluded that that our internal control over financial reporting was not effective as of January 31, 2025.
Our Chief Executive Officer concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance
structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency,
or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that
a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our size has prevented us from being able to employ
sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control.
Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial
reporting duties. Management reported the following material weaknesses:
·
Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements;
·
Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures.
·
Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and
While we strive to segregate duties as much as
practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that
this is typical in many development stage companies. We may not be able to fully remediate the material weakness until we commence operations
at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not
subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s
report in this Annual Report.
Changes in Internal Control Over Financial
Reporting
There were no changes in our internal control
over financial reporting that occurred during the quarter ended January 31, 2026, that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.
10
Item 9B. Other Information.
During the year ended January 31, 2026, 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. The Company’s independent
registered public accounting firm is located in Los Angeles, California, United States, which is not a foreign jurisdiction. Accordingly,
the Public Company Accounting Oversight Board (PCAOB) has not determined that it is unable to inspect or investigate the Company’s auditor
completely, and the Company is not a “covered issuer” under the Holding Foreign Companies Accountable Act.
11
PART III
Item 10. Directors, Executive Officers, and
Corporate Governance.
Directors and Executive Officers
Directors of the corporation are elected by
the stockholders to a term of one (1) year and serve until a successor is elected and qualified. Officers of the corporation are appointed
by the Board of Directors to a term of one year and serve until a successor is duly appointed and qualified, or until removed from office.
The Board of Directors currently consists
of a single director, Richard Chiang. As a result, the Board has no separate nominating, auditing, or compensation committees. The full
Board performs the functions that would otherwise be delegated to such committees.
The Company has not adopted a formal code
of ethics because, as a development-stage company with a single executive officer and director, management believes that the cost of maintaining
such a code outweighs the benefits at this time. The Company intends to adopt a code of ethics in the future if and when it expands its
operations and board size.
Our executive officer and director, his name,
age, positions, and service dates as of the date of this Annual Report are as follows
Name
Age
Position(s)
Served Since
Term Expires
Richard Chiang
55
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Sole Director
August 22, 2025
Next Annual Meeting of Stockholders
Richard Chiang, 55, is the President of Tech
Associates Inc., a financial consulting and advisory firm he has led since 2012. He is the Chief Financial Officer and a director of Rafex
Gold Corp, an alternative reporting company on OTC Markets.. Mr. Chiang has held senior leadership positions at Lehman Brothers, Wedbush
Securities, Roth Capital Partners LLC, and Bear, Stearns & Co. Inc., managing institutional and high net worth assets. Mr. Chiang
has served in principal officer and director positions, assisting multiple corporate entities in becoming publicly traded and executing
domestic and international merger and acquisition transactions. He has previously held FINRA Series 7, 24, 63, and NASAA Series 65 licenses.
From 2017 to 2023, he served as a FINRA arbitrator. Mr. Chiang holds a B.S. from the University of California, Berkeley, Haas School of
Business and a degree from the Goldman School of Public Policy.
Consulting Agreement
The Company has entered into a consulting
agreement with Tech Associates Inc., an entity controlled by Mr. Chiang, to provide ongoing management and advisory services to the Company.
The consulting agreement was filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2025.
Legal Proceedings
To the best of management’s knowledge, there
are no material legal proceedings to which Mr. Chiang is a party, and there have been no criminal convictions, bankruptcies, or SEC sanctions
involving Mr. Chiang during the past ten (10) years that would be required to be disclosed under Item 401(f) of Regulation S-K.
12
Family Relationships
There are no family relationships among any
of our executive officers or directors.
Other Directorships
During the past five (5) years, Mr. Chiang
has not served as a director of any other company required to report to the SEC, other than as described above.
Audit Committee Financial Expert
The Company does not have an audit committee
financial expert because the Company’s Board of Directors consists of a single director, and the Company believes that the cost of retaining
a financial expert at this stage of its development outweighs the benefits. The Board intends to appoint an audit committee financial
expert if and when the Company expands its board size and operations.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act
of 1934 requires the Company’s directors, executive officers, and persons who own more than ten percent (10%) of the Company’s common
stock to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely upon a review of copies of
such reports furnished to the Company, the Company believes that all Section 16(a) filing requirements applicable to its directors, executive
officers, and ten-percent stockholders were complied with during the fiscal year ended January 31, 2026.
Code of Ethics
The Company has not adopted a written code
of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer, or controller, as
the Company is a development-stage company with a single executive officer and director. The Company intends to adopt a code of ethics
in the future if and when it expands its operations and board size.
Corporate Governance
We promote accountability for adherence to honest
and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the
Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by our company and strives
to be compliant with applicable governmental laws, rules and regulations. We have not, however, formally adopted a written code of business
conduct and ethics that governs our employees, officers and directors, as our company is not required to do so.
In lieu of an Audit Committee, our sole director
is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and
effectiveness of the annual audit of our company’s financial statements and other services provided by our company’s independent
public accountants. The sole director reviews our company’s internal accounting controls, practices and policies.
13
Insider Trading Policy
We
have no t yet adopted insider trading policies and procedures. Although trading activity in the Company’s common stock has been
limited, the Company intends to adopt insider trading policies. At such time , 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.
Code of Business Conduct
We have not adopted a Code of Business Conduct
within the meaning of Item 406(b) of Regulation S-K.
Board Committees
We do not have any Board Committees.
Item 11. Executive Compensation
The table below summarizes the total compensation earned by
each of our named executive officers (“NEOs”) for each of the fiscal years listed.
Summary Compensation Table
The following table provides certain information regarding compensation
awarded to, earned by, or paid to our named executive officers during the fiscal years ended January 31, 2026 and January 31, 2025.
Name and Principal Position
Fiscal Year Ended 1/31
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
All Other ($)
Total ($)
Richard Chiang (1)
2026
–
–
–
–
–
–
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman
2025
N/A
N/A
N/A
N/A
N/A
N/A
Jiang Jian (2)
2026
–
–
–
–
–
–
Former Chief Executive Officer, President and Chief Financial Officer
2025
–
–
–
–
–
–
Wiktor Moroz
2025
–
–
–
–
–
–
Former Chief Executive Officer and Chief Financial Officer
2024
–
–
–
–
–
–
__________
(1) Mr. Chiang has served as President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer, and Chairman of the Board since August 2025. No compensation was paid to Mr. Chiang in his capacity
as an officer or director of the Company. Mr. Chiang provides technology consulting services to the Company through Tech Associates Inc.
pursuant to an independent contractor arrangement; any fees paid under that arrangement are not included in the table above as they were
not paid in his capacity as an officer or director.
(2) Mr. Jian served as Chief Executive Officer, President, and Chief
Financial Officer from March 18, 2025 until August 2025.
14
Outstanding Equity Awards at Fiscal Year End
The table below reflects all outstanding equity awards made to each
named executive officer that were outstanding as of January 31, 2026.
Name
Grant Date
# Securities Underlying Unexercised Options (Exercisable)
# Securities Underlying Unexercised Options (Unexercisable)
Option Exercise Price ($)
Option Expiration Date
Richard Chiang
–
–
–
–
–
No equity awards have been granted to any named
executive officer.
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation
for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid
to, or accrued to, our director in his capacity as a director. Mr. Chiang does not receive any separate compensation for his service as
a director or in any of his officer roles.
Stock Plan
We have not adopted a stock plan but may do so
in the future.
Item 402(x) Disclosure Regarding Option Award Timing
The Company does not maintain any equity compensation plans and did
not grant any stock options, stock appreciation rights, or similar option-like instruments to any named executive officer during the fiscal
year ended January 31, 2026.
Accordingly, the Company has no t adopted specific policies or practices
regarding the timing of option grants in relation to the disclosure of material nonpublic information under Item 402(x) of Regulation
S-K.
During the fiscal year ended January 31, 2026, the Company did not
grant any equity awards to any named executive officer during the period beginning four business days before and ending one business day
after the filing or furnishing of a Current Report on Form 8-K, Quarterly Report on Form 10-Q, or Annual Report on Form 10-K that disclosed
material nonpublic information.
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters
The following table lists, as of the date of this
Annual Report, the shareholdings of (i) each person owning beneficially 5% or more of our Company’s outstanding common stock; (ii) each
executive officer of the Company; and (iii) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting
and investment power over his or her securities. Information relating to beneficial ownership of securities by our principal shareholders
and management is based upon information furnished by each person using beneficial ownership concepts under the rules of the SEC. Under
these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power
to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the
security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person
may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted
below, each person has sole voting and investment power. Except as disclosed herein, we do not have any outstanding options or other securities
exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Rapid
Line Inc., 1111 S. Roop Street, #1915, Carson City, NV 89702.
15
Name of Beneficial Owner
Title of Class
Amount and Nature of Beneficial Ownership (1)
Percent of Class (2)
Nova Aura Limited (3)
Majority Controlling Shareholder
Common Stock
2,500,000
68.82%
Richard Chiang (4)
President, CEO, CFO, Secretary, Treasurer and Chairman
Common Stock
–
–
All Officers and Directors as a Group (1 person)
Common Stock
–
–
__________
(1) Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial
owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock.
(2) Based on 3,632,750 shares of common stock issued and outstanding
as of the date of this Annual Report.
(3) Nova Aura Limited is a company incorporated in the Republic of
the Marshall Islands. The address of Nova Aura Limited is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
MH96960. Nova Aura Limited acquired its 2,500,000 shares of common stock, representing approximately 68.82% of the issued and outstanding
shares of the Company, pursuant to a private transfer from Jiang Jian, the Company’s former officer and director.
(4) Richard Chiang has served as President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board since August 2025. Mr. Chiang does not own, directly or indirectly,
any shares of the Company’s common stock, and no options or other equity awards have been granted to Mr. Chiang.
Equity Compensation Plan Information
We do not currently have any equity compensation plans in effect. No
options, warrants, or other equity-based awards are outstanding as of the date of this Annual Report.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
The following is a summary of transactions since the beginning of our
last two fiscal years, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded
or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years,
and in which any related person had or will have a direct or indirect material interest. A related person is any executive officer, director,
nominee for director, or holder of 5% or more of our common stock, or an immediate family member of any of those persons.
Recent Change in Control
During the fiscal year ended January 31, 2026, a change in control
of the Company occurred. Jiang Jian, the Company’s former Chief Executive Officer, President, Chief Financial Officer, and director, transferred
his 2,500,000 shares of common stock of the Company (representing approximately 68.82% of the issued and outstanding shares) to Nova Aura
Limited, a company incorporated in the Republic of the Marshall Islands. As a result of this transfer, Nova Aura Limited became the majority
controlling shareholder of the Company. Concurrent with this change in ownership, Richard Chiang was appointed as President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board in August 2025, succeeding Mr. Jian in all officer and
director roles. There was no change in the business plan of the Company associated with the change in control. See Item 1. Description
of Business.
16
Sale of Common Stock
In January 2022, the Company issued 2,500,000 shares of its common
stock to Wiktor Moroz, the Company’s former sole director and officer, in consideration of services provided on behalf of the Company.
Those shares were valued at $250 in the aggregate. This founding issuance is disclosed for historical context as it represents the origin
of the shares subsequently transferred through the chain of title described above. No shares of common stock were issued or sold by the
Company during the fiscal year ended January 31, 2026.
Related Party Transactions — Advances from Third Parties
During the fiscal years ended January 31, 2026 and January 31, 2025,
the Company received advances from related third parties to fund its operations. As of January 31, 2026, the total amount due to third
parties was $109,192, compared to nil as of January 31, 2025. These advances are unsecured and no formal repayment terms have been established.
During the fiscal year, certain previously outstanding obligations — including a Director Loan of $46,890, a Promissory Note of
$41,000, and accrued interest payable of $12,480 — were forgiven, resulting in the recognition of debt forgiveness of $143,327.
Independent Contractor Arrangement
Richard Chiang, the Company’s President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer, and Chairman of the Board, provides consulting services to the Company through Tech Associates
Inc. pursuant to an independent contractor arrangement. During the fiscal year ended January 31, 2026, the Company paid $81,453 in consulting
fees to Tech Associates Inc. under this arrangement. No compensation was paid to Mr. Chiang in his capacity as an officer or director.
Director Independence
Our common stock is quoted on the OTC Markets Group (Pink) under the
symbol “RPDL.” We are not listed on a national securities exchange and are therefore not subject to the corporate governance
listing standards of any such exchange. For reference purposes, we evaluate director independence using the standards applied by the NASDAQ
Global Market. Our sole director, Richard Chiang, currently serves as President, Chief Executive Officer, Chief Financial Officer, Secretary,
Treasurer, and Chairman of the Board. Under the NASDAQ independence standards adopted for reference purposes, Mr. Chiang does not qualify
as an independent director given his executive officer roles with the Company. Accordingly, we do not currently have an independent director
on our Board.
We intend to recruit independent directors as our business develops
and as resources permit.
Item 14. Principal Accountant Fees and Services
Fees Paid to Independent Registered Public Accounting Firm
Set forth below is a summary of certain fees paid
to our Independent Registered Public Accounting Firm, DylanFloyd Accounting & Consulting, for services rendered during the fiscal
years ended January 31, 2026 and 2025, respectively.
Fee Category
Fiscal Year
2026
Fiscal Year
2025
Audit Fees
$ 15,300
$ 19,500
Tax Fees
–
–
All Other Fees
–
–
Total
$ 15,300
$ 19,500
17
Audit Fees
Audit fees were for professional services rendered
in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly
financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
Audit-Related Fees
Audit-related fees consist of fees billed for
professional services for consultation on accounting matters.
Approval of Services Provided by Independent
Registered Public Accounting Firm
The Board of Directors has considered whether
the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined
that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed
by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors
also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
18
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a)
(1)
Financial Statements
The following are filed as part of this Annual Report:
The Financial Statements of Rapid Line Inc. at January 31, 2026 and 2025, and for each of the two fiscal years ended January 31, 2026 and 2025, respectively, together with the reports of the Independent Registered Public Accounting Firms, are set forth beginning on page F-1of this Annual Report.
(2)
Not applicable.
(3)
Exhibits
Exhibit No.
Description
31.1 #
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002
32.1 #
Certification of the Company’s Principal Executive Officer and Principal Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002
101. INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101. SCH
Inline XBRL Taxonomy Extension Schema Document
101. CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101. DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101. LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101. PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Item 16. Form 10-K Summary .
None.
19
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on May 13, 2026.
RAPID LINE INC.
By:
/s/ Richard Chiang
Richard Chiang
Chief Executive Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated
on May 13, 2026.
Signature
Title
/s/ Richard Chiang
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Chairman
Richard Chiang
Principal Financial Officer and Principal Accounting Officer and
Sole Director
20
INDEX TO FINANCIAL STATEMENTS
RAPID LINE INC.
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheets as of January 31, 2026 and January 31, 2025
F-4
Statement of Operations for the Years ended January 31, 2026 and 2025
F-5
Statements of Stockholders’ Deficit for the Years ended January 31, 2026 and 2025
F-6
Statements of Cash Flows for the Years ended January 31, 2026 and 2025
F-7
Notes to the Audited Financial Statements
F-8
F- 1
Report of Independent Registered Public Accounting
Firm
To the Shareholders and the Board of Directors
Rapid Line Inc.
Opinion on the Financial Statements
We have audited the accompanying balance
sheet of Rapid Line Inc. (the "Company") as of January 31, 2026 and 2025, the related statements of operations, changes
in stockholders' deficit, for each of the two years in the period ended January 31, 2026 and the
related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly,
in all material respects, the financial position of the Company as of January 31, 2026 and 2025 and the results of its operations and
its cash flows for each of the two years ended January 31, 2026, in conformity with accounting principles generally accepted in the United
States of America.
Going Concern Uncertainty
The Company's financial statements
are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $235,830 and a negative cash
flow from operations amounting to $145,097 for the period ended January 31, 2026. These factors as discussed in Note 2 of the financial
statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters
are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on
our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
F- 2
Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ DylanFloyd Accounting & Consulting
PCAOB # 6235
We have served as the Company’s auditor since 2023.
Newhall, California
May 11, 2026
F- 3
RAPID LINE INC.
BALANCE SHEETS
January 31,
January 31,
2026
2025
(Audited)
(Audited)
ASSETS
Current Assets
Bank Account
$ 19,081
$ 36
Prepaid Expenses
53
53
Total Current Assets
19,134
89
Non- Current Intangible Assets
Mobile Application and Website Development
41,000
41,000
Accumulated Depreciation
( 16,746 )
( 8,548 )
Total Non-Current Intangible Assets
24,254
32,452
Total Assets
$ 43,388
$ 32,541
LIABILITIES
Current Liabilities
Accounts Payable/Accrued Liabilities
$ 2,694
$ –
Interest Payable
–
12,480
Total Current Liabilities
2,694
12,480
Long term Liabilities
Director Loan
–
46,890
Due to Third Party
109,192
–
Promissory Note
–
41,000
Total Long term Liabilities
109,192
87,890
Total Liabilities
111,886
100,370
Stockholders’ Equity
Common stock, $ 0.0001 par value, 75,000,000 shares authorized; 3,632,750 shares issued and outstanding January 31, 2026 and January 31, 2025 respectively;
364
364
Additional paid-in-capital
166,967
22,542
Accumulated deficit
( 235,830 )
( 90,733 )
Total Stockholders’ Equity
( 68,498 )
( 67,828 )
Total Liabilities and Stockholders’ Equity
$ 43,388
$ 32,541
See accompanying notes, which are an integral part
of these financial statements
F- 4
RAPID LINE INC.
STATEMENTS OF OPERATIONS
Twelve
Twelve
Months
Months
Ended
Ended
January 31, 2026
January 31, 2025
REVENUES
$ –
$ –
OPERATING EXPENSES
General and Administrative Expenses
145,097
27,565
TOTAL OPERATING EXPENSES
145,097
27,565
Other income/debt forgiveness
–
–
NET INCOME (LOSS) FROM OPERATIONS
( 145,097 )
( 27,565 )
PROVISION FOR INCOME TAXES
–
–
NET INCOME (LOSS)
$ ( 145,097 )
$ ( 27,565 )
NET LOSS PER SHARE: BASIC AND DILUTED
$ 0.00
$ 0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
3,632,750
3,632,750
See accompanying notes, which are an integral part
of these financial statements
F- 5
RAPID LINE INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED JANUARY 31, 2026& JANUARY
31, 2025
Additional
Total
Common Stock
Paid-in
Deficit
Stockholders’
Shares
Amount
Capital
Accumulated
Deficit
Balance, January 31, 2025
3,632,750
$ 364
$ 22,542
$ ( 90,733 )
$ ( 67,828 )
Adjustments to Additional Paid-In Capital
–
–
144,425
–
144,425
Net income for the year ending January 31, 2026
–
–
–
( 145,097 )
( 145,097 )
Balance, January 31, 2026
3,632,750
$ 364
$ 166,967
$ ( 235,830 )
$ ( 68,498 )
Additional
Total
Common Stock
Paid-in
Deficit
Stockholders’
Shares
Amount
Capital
Accumulated
Deficit
Balance, January 31, 2024
3,632,750
$ 364
$ 22,542
$ ( 63,168 )
$ ( 40,263 )
Net income for the year 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
Twelve Months
Twelve Months
Ended
Ended
January 31, 2026
January 31, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$ ( 145,097 )
$ ( 27,565 )
Adjustment to reconcile net income (loss) to cash provided by operating activities
Debt forgiveness
–
–
Interest Payable
( 12,480 )
4100
Accumulated amortization
8,198
( 8,200 )
Increase/Decrease related to Prepaid Expenses
–
–
Increase in accounts payable
2,694
–
CASH FLOWS USED IN OPERATING ACTIVITIES
( 146,683 )
( 31,661 )
CASH FLOWS FROM FINANCING ACTIVITIES
Related Parties
165,728
–
Related parties Loans
–
27,245
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
165,728
27,245
Net increase in cash and equivalents
19,045
( 4,416 )
Cash and equivalents at beginning of the period
36
4,452
Cash and equivalents at end of the period
$ 19,081
$ 36
Supplemental cash flow information:
Cash paid for:
Interest
$ –
$ –
Taxes
$ –
$ –
See accompanying notes, which are an integral part
of these financial statements
F- 7
RAPID LINE INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARS ENDED JANUARY 31, 2026 AND JANUARY
31, 2025
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
RAPID LINE INC. (referred to as the “Company”, “we”,
“our”) is a development stage company formed to commence operations concerned with online education. We were incorporated under
the laws of the State of Wyoming on January 10, 2022. Since our formation, we have been engaged in the business of the development, marketing
and business process analysis, problem solving and general business services. We have purchased a website and a working prototype of an
online services mobile platform application known as “KIDWIN”.
Our principal executive and business office is located at 1111 S. Roop
Street, #1915, Carson City, NV 89702.
During the fiscal year ended January 31, 2026, the Company underwent
a change in control. Jiang Jian, who had served as President, Chief Executive Officer, Chief Financial Officer, and sole director since
March 18, 2025, transferred his 2,500,000 shares of the Company’s common stock to Nova Aura Limited, a company incorporated in the Republic
of the Marshall Islands. Concurrent with this share transfer, Richard Chiang was appointed as President, Chief Executive Officer, Chief
Financial Officer, Secretary, Treasurer, and Chairman of the Board in August 2025. As of January 31, 2026, the Company had an accumulated
deficit of $ 235,830 and has not generated revenues from operations.
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 $ 235,830
as of January 31, 2026. The Company incurred a net loss of $ 145,097 for the year and this is not indicative of operating
profitability. The Company has not generated any revenues from operations 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 may be able
to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will
be successful in this or any of its endeavors or become financially viable and continue as a going concern.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles in the United States of America. The Company’s fiscal year-end is January 31.
F- 8
Revenue
In accordance with ASC 606, revenue is measured based on consideration
specified with a customer and recognized when the Company satisfies the performance obligation specified with the customer. During the
years ended January 31, 2026 and January 31, 2025, the Company did not generate any revenue.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
FASB ASC Topic 820, “Fair Value Measurement,” defines fair
value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards apply to
recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines the fair
values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to measure
fair value.
The three levels are defined as follows:
Level 1: defined as observable inputs such as quoted prices
in active markets;
Level 2: defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no
market data exists, therefore requiring an entity to develop its own assumptions.
Due to their short-term nature, the carrying values of cash, amounts
due to third parties, and accounts payable approximated fair value at January 31, 2026 and January 31, 2025.
Income Taxes
The Company is a C Corporation under the Internal Revenue Code and
a similar section of the state code.
All income tax amounts reflect the use of the liability method under
accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist
of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes. Current year
expense represents the amount of income taxes paid, payable, or refundable for the period.
Deferred income taxes, net of appropriate valuation allowances, are
determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred
tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely
than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements.
The Company’s income tax returns are subject to review and examination
by federal, state, and local governmental authorities. As of January 31, 2026, our January 31, 2025 tax return was open to examination
with federal, state, and local governmental authorities. To the extent penalties and interest are incurred through an examination, they
would be included as part of operations in the statement of operations.
F- 9
Long-Lived Assets – Intangible Assets
The Company accounts for its intangible assets in accordance with ASC
Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived
Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the
assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC Subtopic 350-30 requires
an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether
events or circumstances warrant a revision to the remaining period of amortization. Costs of internally developing, maintaining, or restoring
intangible assets are recognized as an expense when incurred.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB
ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders
by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive
potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is
anti-dilutive. As of January 31, 2026 and January 31, 2025, there were no potentially dilutive debt or equity instruments issued or outstanding.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ deficit,
exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain
assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and
unrealized gains (losses) on available-for-sale securities. As of January 31, 2026 and January 31, 2025, there were no differences between
the Company’s comprehensive income (loss) and net income (loss).
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective,
accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
Segment Reporting
Management has determined that the Company operates as a single operating
and reportable segment in accordance with ASC Topic 280, Segment Reporting. The Company’s chief operating decision maker (“CODM”),
identified as the Chief Executive Officer, evaluates financial performance and allocates resources on a consolidated basis. The Company
currently operates in a single line of business focused on the development of its KIDWIN mobile application and related online education
platform. Substantially all of the Company’s assets are located in the United States and the Company has not generated revenue during
the periods presented.
Note 4 – COMMON STOCK
The Company has 75,000,000 shares of common stock authorized at $ 0.0001
par value.
The following is a summary of the Company’s common stock issuances
since inception:
On January 10, 2022, the Company issued 2,500,000 shares of common
stock to its then-sole director and officer, Wiktor Moroz, for services rendered, valued at $ 250 in the aggregate ($0.0001 per share).
In July 2022, the Company issued 167,500
shares of common stock to several individuals at $0.02 per share for aggregate consideration of $ 3,350 .
There were 2,667,500 shares of common stock
issued and outstanding as of July 31, 2022.
F- 10
In October 2022, the Company issued 625,250 shares of common stock
to several individuals at $0.02 per share for aggregate consideration of $ 12,505 . There were 3,292,750 shares of common stock issued and
outstanding as of October 31, 2022.
In January 2023, the Company issued 275,000 shares of common stock
to several individuals at $0.02 per share for aggregate consideration of $ 5,500 . There were 3,567,750 shares of common stock issued and
outstanding as of January 31, 2023.
In April 2023, the Company issued 65,000 shares of common stock to
several individuals at $0.02 per share for aggregate consideration of $ 1,300 .
No shares of common stock were issued or sold during the fiscal years
ended January 31, 2026 or January 31, 2025. There were 3,632,750 shares of common stock issued and outstanding as of January 31, 2026.
Voting Common Stock
All shares of common stock have voting rights and are identical. All
holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital
stock held by such stockholder.
Non-Voting Common Stock
All of the other terms of the Non-Voting Common Stock shall be identical
to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock, as explained in the Company’s
Bylaws.
Note 5 – COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may become a party to
litigation matters involving claims against it. As of January 31, 2026, there are no current matters that would have a material effect
on the Company’s financial position or results of operations.
Note 6 – INTANGIBLE ASSETS
As of January 31, 2026, the Company’s only material asset is the KIDWIN
mobile application and website platform, which has been capitalized as an intangible asset. The application is not currently generating
revenue. Management has initiated an impairment assessment under ASC 360-10-35. While no final determination has been made, the asset
may be partially or fully impaired. Any impairment charge will be recognized in the period of determination.
The Company purchased the website and mobile application for $ 41,000
and is amortizing the asset on a straight-line basis over its five-year estimated useful life, resulting in annual amortization of approximately
$8,200.
F- 11
Balances as of January 31, 2026 and January 31, 2025 are as follows:
January 31, 2026
January 31, 2025
Intangible Assets Purchased
$ 41,000
$ 41,000
Accumulated Amortization
( 16,746 )
( 8,548 )
Net Book Value
$ 24,254
$ 32,452
Amortization expense recognized during the fiscal year ended January
31, 2026 was $ 8,198 (year ended January 31, 2025: $ 8,200 ). The net book value of the intangible asset as of January 31, 2026 was $ 24,254 .
Note 7 – RELATED PARTY TRANSACTIONS
Change in Control and Management
Effective March 18, 2025, Jiang Jian acquired 2,500,000 shares of the
Company’s common stock from Wiktor Moroz, pursuant to a stock purchase agreement, for total consideration of $362,315 in cash. In conjunction
with this transaction, Wiktor Moroz resigned as Sole Director, CEO, CFO, and Secretary, and Jiang Jian was appointed as Sole Director,
President, Chief Executive Officer, and Secretary.
In August 2025, Jiang Jian transferred his 2,500,000 shares to Nova
Aura Limited, a company incorporated in the Republic of the Marshall Islands, and Richard Chiang was appointed as President, Chief Executive
Officer, Chief Financial Officer, Secretary, Treasurer, and Chairman of the Board of the Company. As of January 31, 2026, Richard Chiang
serves as the Company’s sole officer and director.
Consulting Services – Tech Associates Inc.
Richard Chiang, the Company’s sole officer and director, provides technology
consulting services to the Company through Tech Associates Inc. pursuant to an independent contractor arrangement. During the fiscal year
ended January 31, 2026, the Company incurred consulting fees of $ 81,453 payable to Tech Associates Inc.. As of January 31, 2026, amounts
due to related third parties totaled $ 109,192 , which includes unpaid consulting fees and advances made on behalf of the Company. These
amounts are unsecured and no formal repayment terms have been established.
Related Party Loan
Our majority control shareholder Nova Aura Limited provides us with
ongoing financial support and as of January 31, 2026, there is $ 109,000 owed to Nova Aura Limited, this loan facilitates ongoing business
operations and covers expenses as a public company.
Debt Forgiveness
During the fiscal year ended January 31,
2026, certain previously outstanding obligations of the Company were forgiven. The forgiven amounts include: (i) a Director Loan
from Wiktor Moroz of $ 46,890 ;
(ii) a Promissory Note of $ 41,000 ;
and (iii) accrued interest payable of $ 12,480 .
In addition, other obligations totaling $ 42,957
were forgiven during the period. Total debt forgiveness of $ 143,327
was recognized as Additional Paid-In Capital (APIC) during the fiscal year ended January 31, 2026. The Company also recognized
$ 1,098
of additional APIC during the period, resulting in total increase to APIC of $ 144,425
as reflected in the statement of stockholders’ equity.
F- 12
Prior Year Related Party Activity
During the fiscal year ended January 31, 2025, Wiktor Moroz, the then-sole
director and officer, paid $ 46,890 for operating expenses on behalf of the Company. These amounts were recorded as a Director Loan, were
unsecured and non-interest bearing with no set terms of repayment, and were subsequently forgiven during the fiscal year ended January
31, 2026 as described above.
Note 8 – INCOME TAXES
On December 22, 2017, the President of the United States signed into
law the Tax Cuts and Jobs Act (“Tax Reform Act”). The Tax Reform Act permanently reduces the U.S. corporate income tax rate
from a maximum of 35% to a flat 21% rate, effective January 1, 2018.
As of January 31, 2026, the Company had accumulated net operating loss
carry forwards of approximately $91,404 that may be available to reduce future years’ taxable income, subject to applicable limitations,
in varying amounts through 2046. Future tax benefits which may arise as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for
the deferred tax asset relating to these tax loss carry-forwards.
The reconciliation of the statutory federal income
tax rate to the Company’s effective tax rate for the years ended January 31, 2026 and January 31, 2025 is as follows:
Schedule of income tax reconciliation
Year Ended January 31, 2026
Year Ended January 31, 2025
Amount ($)
%
Amount ($)
%
Federal statutory income tax benefit attributable to current operations
$ ( 30,470 )
( 21.0 % )
$ ( 5,789 )
( 21.0 % )
Change in valuation allowance
30,470
21.0 %
5,789
21.0 %
Net provision for federal income taxes
$ –
0.0 %
$ –
0.0 %
The tax effects of temporary differences that give rise to significant
portions of the net deferred tax assets are as follows:
Deferred tax asset attributable to:
January 31, 2026
January 31, 2025
Net operating loss carryover
$ 30,470
$ 19,054
Less: valuation allowance
(30,470 )
(19,054 )
Net deferred tax asset
$ –
$ –
In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Based on this assessment, management
has established a full valuation allowance against all deferred tax assets relating to net operating losses because it is more likely
than not that such deferred tax assets will not be realized.
The Company had no unrecognized tax benefits as of January 31, 2026
or January 31, 2025. The Company’s tax years from inception through January 31, 2026 remain open to examination by federal, state, and
local taxing authorities.
The Company did not pay any federal, state, or foreign income taxes
during the years ended January 31, 2026 or January 31, 2025.
Note 9 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations
subsequent to January 31, 2026 through the date these financial statements were issued and has determined that there are no material subsequent
events required to be disclosed in these financial statements.
F- 13
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.