Rapid Line Inc 10-K for FY2025
Rapid Line Inc. (RPDL)
About this 10-K
Rapid Line Inc filed this 10-K on March 31, 2025, covering the fiscal year ended January 31, 2025 (FY2025).
Headline figures
Fiscal year ended January 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $7800 a year earlier
- Net loss
- $27.57K
- compared with a net loss of $40.25K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from _______ to ______
Commission File
Number:
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive office)
Registrant’s telephone
number, including area code: +
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark
if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐
No
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐
The aggregate market
value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter was $-
As of March 28, 2025, there were shares of the registrant’s common stock outstanding.
Documents Incorporated by Reference: None
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
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PART I
Item 1. Description of Business
General Information About Our Company
Rapid Line Inc. 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. We are providing the useful and effective type of online learning service, additional play-based studying in a form of quiz tool according to a school program available from anywhere using the phone and internet connection. Our online service provides a high quality, fundamental, comprehensive additional education through our mobile application “KIDWIN” for Android and iOS mobile OS. We are offering our services to the children and their parents in Poland and in future in some other European countries on different languages.
We offer play-based studying that address the educational and personal development to the children from 7 to 16 years old through purposeful quizzes. Our future consumers require a mobile phone and internet connection to use our services. Our education app will seek to develop the knowledge of our young consumers primarily in school program according to their age and grade in the following 10 subjects:
| · | Astronomy; | |
| · | Biology: anatomy, cell and molecular biology, microbiology, genetics, zoology; | |
| · | Chemistry: organic, inorganic, physical and biochemistry; | |
| · | Geography: physical, environmental and political; | |
| · | History; | |
| · | Informatics; | |
| · | Logics; | |
| · | Mathematics: algebra, geometry, calculus, statistics; | |
| · | Physics: thermodynamics and statistical mechanics, quantum mechanics, atomic physics, molecular physics etc.; | |
| · | Religious studies. |
The links for the KID WIN application:
| · | In Google Play - https://play.google.com/store/apps/details?id=com.kidwin | |
| · | In App Store - https://apps.apple.com/app/kid-win/id1607338471 |
Our website address is https://kid-win.com/
Our executive and business office is located at 51st Floor, T1 Building, Qianhai Excellence No. 1, Shenzen, China; our telephone number is +86-15274931919.
Recent Change in Control
Effective March 18, 2025, there occurred a change in control of our company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Jiang Jian acquired 2,500,000 shares of our common stock (the “Acquired Shares”) from Wiktor Moroz. The Acquired Shares represent approximately 68.82% of the outstanding shares of our common stock and constitute voting control of our company. The total consideration paid by Mr. Jian for the Acquired Shares was $362,315 in cash, the source of which was his personal funds.
In conjunction with the Change-in-Control Agreement, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of our company and Jiang Jian was appointed as the Sole Director, President, Chief Executive Officer and Secretary of our company. There was not a change in the business plan of our company associated with the change in control. See Item 13. Certain Relationships and Related Transactions, and Director Independence.
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Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
Cyber Risk Management and Strategy
We
Further, we intend to put processes in place that would evaluate potential risks from cybersecurity threats associated with our use of third-party service providers that would have access to our data, including a review process for such providers’ cybersecurity practices, risk assessments, contractual requirement and system monitoring.
Part of our intended program would be ongoing evaluation and enhancement of our systems, controls and processes where possible, including in response to actual or perceived threats specific to us or experienced by other companies.
Item 2. Properties.
Currently, we own no property. Our principal executive office is located at 51st Floor, T1 Building, Qianhai Excellence No. 1, Shenzen, China. This office is provided by sole director and officer, Jiang Jian, at no charge. We believe this office is adequate for our current operations.
Item 3. Legal Proceedings.
We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.
Item 4. Mine Safety Disclosures.
Not Applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.
The trading symbol for our common stock is “RPDL.” However, our common stock does not currently trade.
Registered Holders of our Common Stock
As of March 28, 2025, there were approximately 37 record owners of our common stock.
Dividends
We have never declared or paid cash dividends on its common stock, nor do we anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities
During the fiscal year ended January 31, 2025, we had no sales of unregistered shares.
Issuer Purchases of Equity Securities
During the fiscal year ended January 31, 2025, we did not repurchase any shares of our common stock.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development-stage corporation with limited operations and no revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to initiate a marketing program, of which there is no assurance.
Recent Change in Control
Effective March 18, 2025, there occurred a change in control of our company. On such date, pursuant to a stock purchase agreement (the Change-in-Control Agreement), Jiang Jian acquired 2,500,000 shares of our common stock (the Acquired Shares) from Wiktor Moroz. The Acquired Shares represent approximately 68.82% of the outstanding shares of our common stock and constitute voting control of our company. In conjunction with the Change-in-Control Agreement, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of our company and Jiang Jian was appointed as the Sole Director, President, Chief Executive Officer and Secretary of our company. There was not a change in the business plan of our company associated with the change in control. See Item 1. Description of Business and Item 13. Certain Relationships and Related Transactions, and Director Independence.
Results of Operations
Fiscal Year Ended January 31, 2025, Compared to Fiscal Year Ended January 31, 2024. During the fiscal year ended January 31, 2025, we did not generate any revenue; during the fiscal year ended January 31, 2024, we generated total revenue of $7,800. Our net loss for the fiscal year ended January 31, 2025, was $27,565 compared to a net loss of $40,247 for the fiscal year ended January 31, 2024.
Expenses incurred were $27,565 during the fiscal year ended January 31, 2025, compared to $48,047 in expenses during the fiscal year ended January 31, 2024.
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Liquidity and Capital Resources
At January 31, 2025. As of January 31, 2025, we had cash of $36 (in escrow account) and a working capital deficit of $12,391, compared to cash of $4,452 (in escrow account) and a working capital deficit of $3,875.
At January 31, 2025, our total assets were $32,541, consisting of mobile application and website development, accumulated amortization and prepaid expenses. As of January 31, 2024, our total assets were $28,761.
Cash Flows
Cash Flows from Operating Activities. We have not generated positive cash flows from operating activities. For the fiscal year ended January 31, 2025, net cash flows used in operating activities was $31,661. For the fiscal year ended January 31, 2024, net cash flows used in operating activities was $26,317.
Cash Flows from Financing Activities. We have financed our operations primarily from either advances from our former sole executive officer. For the fiscal year ended January 31, 2025, net cash provided by financing activities was $27,245. For the fiscal year ended January 31, 2024, net cash from financing activities was $7,700.
Off-Balance Sheet Arrangements
We currently have no off-balance sheet arrangements.
Going Concern
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. Our report from our independent registered public accounting firm for the fiscal year ended January 31, 2025, includes an explanatory paragraph stating our company has recurring losses and limited operations which raise substantial doubt about its ability to continue as a going concern. If our company is unable to obtain adequate capital, we may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
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Recent Accounting Pronouncements
Recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), (including its EITF, the AICPA and the SEC), did not or are not believed by management to have a material effect on our company’s present or future financial statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 8. Financial Statements and Supplementary Data
Please see our Financial Statements required by this Item, together with the report thereon of the Independent Registered Public Accounting Firm, beginning on page F-1 of this Annual Report.
Item 9. Changes in and Disagreements with Accounting and Financial Disclosures.
None.
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.
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Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of January 31, 2025. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Tread way Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of January 31, 2025. Our Chief Executive Officer concluded we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported the following material weaknesses:
| · | Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements; | |
| · | Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures. | |
| · | Certain reports that we prepare, and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review and are not submitted timely to the Board of Directors for review or approval; and |
While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that this is typical in many development stage companies. We may not be able to fully remediate the material weakness until we commence operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended January 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
During the year ended January 31, 2025, no director
or officer of the Company
Item 9C. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance.
Directors of the corporation are elected by the stockholders to a term of 1 (one) year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.
Our executive officer and director, his name, age, and his positions as of the date of this prospectus are as follows:
|
Name and Address of Executive Officer and/or Director |
Age | Position | ||
|
Jiang Jian 51st Floor, T1 Building Qianhai Excellence No. 1 Shenzen, China |
40 | President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, Secretary, Treasurer and Sole Director |
Jiang Jian has held his positions since March 18, 2025, and is expected to hold them until the next annual meeting of our stockholders. Jiang Jian is currently the Sole officer and Director and control person of Rapid Line Inc.
Certain information regarding the background of Mr. Jian is set forth below.
|
Jiang Jian, 40, has, since 2023, been a Director of Changsha Hualuo Media Co., Ltd., where he has lead strategic planning and overseen the company’s media operations, managed cross-functional teams to deliver high-quality media projects and developed innovative marketing campaigns to enhance brand presence. From 2012 to 2013, he was a Data Collection Specialist for Hengyang Qidong Public Transport Company, where his duties included conducting comprehensive data collection and analysis to optimize transit operations, providing actionable insights to improve service efficiency and passenger experience and collaborating with cross-functional teams to implement data-driven solutions. From 2005 to 2012, he was an Operations Associate for Hunan Expressway Company, where his duties included monitoring and maintaining highway operations to ensure safety and efficiency. Mr. Jian earned a Bachelor’s Degree in Business Administration from Hengyang Normal University, Hengyang, Hunan, China.
Until such time as our level of operations increases, Mr. Jian will devote not less than 20 hours per week on the business of our company. |
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions, nor does our Company have a written nominating, compensation or audit committee charter. Our director believes that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the sole director.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The sole director believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the sole director and we do not have any specific process or procedure for evaluating such nominees. The sole director, will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our sole director may do so by directing a written request addressed to our sole director and officer, at the address appearing on the first page of this Annual Report.
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Corporate Governance
We promote accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by our company and strives to be compliant with applicable governmental laws, rules and regulations. We have not, however, formally adopted a written code of business conduct and ethics that governs our employees, officers and directors, as our company is not required to do so.
In lieu of an Audit Committee, our sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of our company’s financial statements and other services provided by our company’s independent public accountants. The sole director reviews our company's internal accounting controls, practices and policies.
Insider Trading Policy
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our company’s officers and directors, and persons who own more than ten percent (10%) of a registered class of our company’s equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of certain reports filed with the SEC pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended January 31, 2025, were not timely.
Code of Business Conduct
We have not adopted a Code of Business Conduct within the meaning of Item 406(b) of Regulation S-K.
Board Committees
We do not have any Board Committees.
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Item 11. Executive Compensation.
The table below summarizes the total compensation earned by each of our named executive Officers (“NEOs”) for each of the fiscal years listed.
Summary Compensation Table
The following table provides certain information regarding compensation awarded to, earned by or paid to our Chief Executive Officer and the other executive officer with compensation exceeding $100,000 during the years ended January 31, 2025 and 2024 (each a “Named Executive Officer”).
| Fiscal Year | ||||||||||||||||||||||||||||
Fiscal Year Ended | Salary | Bonus | Stock Awards | Option Awards |
All Other | Total | ||||||||||||||||||||||
| Name and Principal Position | 1/31 | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||
| Wiktor Moroz | 2025 | – | – | – | – | – | – | |||||||||||||||||||||
| Former Chief Executive Officer and Chief Financial Officer | 2024 | – | – | – | – | – | – | |||||||||||||||||||||
Jiang Jian (1) | 2025 | – | – | – | – | – | – | |||||||||||||||||||||
| Chief Executive Officer, President and Chief Financial Officer | 2024 | – | – | – | – | – | – | |||||||||||||||||||||
__________
(1) Mr. Jian did not become an officer of the Company until March 18, 2025.
Outstanding Equity Awards
The table below reflects all outstanding equity awards made to each Named Executive Officer that were outstanding at January 31, 2025.
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | |||||||||||||||
| Jiang Jian | – | – | – | – | – | |||||||||||||||
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Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.
Stock Plan
We have not adopted a stock plan but may do so in the future.
Director Independence
Our securities are not currently traded on any public exchange and as such, we are not currently subject to corporate governance standards of listed companies, which require, among other things, that the majority of the board of directors be independent. We are not currently subject to corporate governance standards defining the independence of our directors, and we have chosen to define an “independent” director in accordance with the NASDAQ Global Market’s requirements for independent directors.
Under the NASDAQ rules, our current director does not qualify as an independent director.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matter.
The following table lists, as of the date of this Annual Report, the shareholdings of (i) each person owning beneficially 5% or more of our company’s outstanding common stock; (ii) each executive officer of the Company, and (iii) all officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment power over his securities. Information relating to beneficial ownership of securities by our principal shareholders and management is based upon information furnished by each person using beneficial ownership’ concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. Except as disclosed herein, we do not have any outstanding options or other securities exercisable for or convertible into shares of our common stock. Unless otherwise indicated, the address of each person listed is c/o Rapid Line Inc., 51st Floor, T1 Building, Qianhai Excellence No. 1, Shenzen, China.
| Name of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership (1) | Percent of Class (2) | |||||||
| Jiang Jian(3) | Common Stock | 2,500,000 | 68.82% | |||||||
| All Officers and Directors as a Group (1 person) | Common Stock | 2,500,000 | 68.82% | |||||||
| (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power to the shares of the Company’s common stock. |
| (2) | Based on 3,632,750 shares outstanding as of the date of this Annual Report. |
| (3) | Officer and director. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Recent Change in Control
Effective March 18, 2025, there occurred a change in control of our company. On such date, pursuant to a stock purchase agreement (the Change-in-Control Agreement), Jiang Jian acquired 2,500,000 shares of our common stock (the Acquired Shares) from Wiktor Moroz. The Acquired Shares represent approximately 68.82% of the outstanding shares of our common stock and constitute voting control of our company. The total consideration paid by Mr. Jian for the Acquired Shares was $362,315 in cash, the source of which was his personal funds.
In conjunction with the Change-in-Control Agreement, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of our company and Jiang Jian was appointed as the Sole Director, President, Chief Executive Officer and Secretary of our company. There was not a change in the business plan of our company associated with the change in control. See Item 1. Description of Business.
Sale of Common Stock
In January 2022, we issued 2,500,000 shares of our common stock to our former sole director and officer, Wiktor Moroz, in consideration of services provided on behalf of our company, which shares were valued at $250, in the aggregate.
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Item 14. Principal Accountant Fees and Services.
Fees Paid to Independent Registered Public Accounting Firm
Set forth below is a summary of certain fees paid to our Independent Registered Public Accounting Firm, DylanFloyd Accounting & Consulting, for services rendered during the fiscal years ended January 31, 2025 and 2024, respectively.
| Fee Category | Fiscal Year 2025 | Fiscal Year 2024 | ||||||
| Audit Fees | $ | 24,500 | $ | 9,700 | ||||
| Tax Fees | – | – | ||||||
| All Other Fees | – | – | ||||||
| Total | $ | 24,500 | $ | 9,700 | ||||
Audit Fees
Audit fees were for professional services rendered in connection with the audit of our annual financial statements set forth in our Annual Reports on Form 10-K, the review of our quarterly financial statements set forth in our Quarterly Reports on Form 10-Q and consents for other SEC filings.
Audit-Related Fees
Audit-related fees consist of fees billed for professional services for consultation on accounting matters.
Approval of Services Provided by Independent Registered Public Accounting Firm
The Board of Directors has considered whether the services provided under other non-audit services are compatible with maintaining the auditor’s independence and has determined that such services are compatible. The Board of Directors has adopted policies and procedures for pre-approving all non-audit work performed by the external auditors. The Board of Directors will annually pre-approve services in specified accounting areas. The Board of Directors also annually approves the budget for the annual generally accepted accounting principles (GAAP) audit.
| 13 |
PART IV
Item 15. Exhibit and Financial Statement Schedules.
| (a) | (1) | Financial Statements |
| The following are filed as part of this Annual Report: | ||
| The Financial Statements of Rapid Line Inc. at January 31, 2025 and 2024, and for each of the two fiscal years ended January 31, 2025 and 2024, respectively, together with the reports of the Independent Registered Public Accounting Firms, are set forth beginning on page F-1of this Annual Report. | ||
| (2) | Not applicable. | |
| (3) | Exhibits |
| 31.1 # | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 | ||
| 32.1 # | Certification of the Company’s Principal Executive Officer and Principal Financial Officer to Section 906 of the Sarbanes-Oxley Act of 2002 | ||
| 101. INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | ||
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document | ||
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Filed herewith.
(1) Incorporated by reference from the Company’s Registration Statement on Form S-1, SEC File No. 333-263739.
Item 16. Form 10-K Summary.
None.
| 14 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2025.
| RAPID LINE INC. | ||
| By: | /s/ Jiang Jian | |
| Jiang Jian | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 31, 2025.
| Signature | Title | |
| /s/ Jiang Jian | Chief Executive Officer, President, Chief Financial Officer, | |
| Jiang Jian |
Principal Financial Officer and Principal Accounting Officer and Sole Director | |
| 15 |
INDEX TO FINANCIAL STATEMENTS
RAPID LINE INC.
TABLE OF CONTENTS
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors
Rapid Line Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Rapid Line Inc. (the "Company") as of January 31, 2025 and 2024, the related statements of operations, changes in stockholders' deficit, for each of the two years in the period ended January 31, 2025 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2025 and 2024 and the results of its operations and its cash flows for each of the two years ended January 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Uncertainty
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has an accumulated deficit of $90,733 and a negative cash flow from operations amounting to $27,565 for the period ended January 31, 2025. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
| F-2 |
Critical Audit Matters
Critical audit matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit maters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Related Party Loans
We noted significant related party transactions as a critical matter.
We performed the following procedures to address the matter such as, confirmation of those related party transactions, risk assessment of the nature of the related party transactions, review of the recent minutes of meetings of stockholders, directors, and committees, review of the presence of any significant journal entries and other adjustments and Inquiry with management of any undisclosed related party contract.
/s/
PCAOB #
We have served as the Company's auditor since 2023.
March 28, 2025
| F-3 |
RAPID LINE INC.
BALANCE SHEETS
January 31, 2025 | January 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Escrow Account | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| Non-Current Intangible Assets | ||||||||
| Mobile Application and Website Development | ||||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Total Non-Current Intangible Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES | ||||||||
| Current Liabilities | ||||||||
| Interest Payable | $ | $ | ||||||
| Total Current liabilities | ||||||||
| Long term liabilities | ||||||||
| Director Loan | ||||||||
| Promissory Note | ||||||||
| Total long term liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Common stock, $ par value, shares authorized; shares issued and outstanding January 31, 2025 and January 31, 2024 respectively; | ||||||||
| Additional paid-in-capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes, which are an integral part of these financial statements
| F-4 |
RAPID LINE INC.
STATEMENTS OF OPERATIONS
For the years ended January 31, 2025 | For the years ended January 31, 2024 | |||||||
| REVENUE (Banner advertisement) | $ | $ | ||||||
| OPERATING EXPENSES | ||||||||
| General and Administrative Expenses | ||||||||
| TOTAL OPERATING EXPENSES | ||||||||
| NET INCOME (LOSS) FROM OPERATIONS | ( | ) | ( | ) | ||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE; BASIC AND DILUTED | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||
See accompanying notes, which are an integral part of these financial statements
| F-5 |
RAPID LINE INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED JANUARY 31, 2025 & JANUARY 31, 2024
| Common Stock | Additional
Paid-in | Deficit Accumulated during the Development | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Stage | Deficit | ||||||||||||||||
| Inception, January 10, 2022 | $ | $ | $ | $ | ||||||||||||||||
| Shares issued for cash at $0.0001 per share on January 10, 2022 | ||||||||||||||||||||
| Net loss for the year ended January 31, 2022 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, January 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares issued for cash at $0.02 per share in July, 2022 | ||||||||||||||||||||
| Shares issued for cash at $0.02 per share in October, 2022 | ||||||||||||||||||||
| Shares issued for cash at $0.02 per share in January, 2023 | ||||||||||||||||||||
| Net loss for the period ending January 31, 2023 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, January 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Shares issued for cash at $0.02 per share in April, 2023 | ||||||||||||||||||||
| Net loss for the period ending January 31, 2024 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, January 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period ending January 31, 2025 | – | ( | ) | ( | ) | |||||||||||||||
| Balance, January 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying notes, which are an integral part of these financial statements
| F-6 |
RAPID LINE INC.
STATEMENTS OF CASH FLOWS
For the year ended January 31, 2025 | For the year ended January 31, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net income (loss) to cash provided by operating activities | ||||||||
| Interest payable | ||||||||
| Accumulated amortization | ( | ) | ||||||
| Prepaid Expenses | ||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of common stock | ||||||||
| Promissory Note | ||||||||
| Related Party Loans | ||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net increase in cash and equivalents | ( | ) | ( | ) | ||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
See accompanying notes, which are an integral part of these financial statements
| F-7 |
RAPID LINE INC.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JANUARY 31, 2025 and 2024
Note 1 – ORGANIZATION AND NATURE OF BUSINESS
RAPID LINE INC. (referred as the “Company”, “we”, “our”) is a development stage company formed to commence operations concerned with online education. We were incorporated under the laws of the state of Wyoming on January 10, 2022. Since our formation, we have been engaged in the business of the development, marketing and business process analysis, problem solving and general business services. We have purchased a website and a working prototype of online services mobile platform application known as “KIDWIN”.
Our principal executive and business office is located at 51st Floor, T1 Building, Qianhai Excellence No. 1, Shenzen, China, and our telephone number is +86-15274931919.
Note 2 – GOING CONCERN
The accompanying financial statements have been
prepared in conformity with generally accepted accounting principles in the United States of America (“GAAP”), which contemplate
continuation of the Company as a going concern. The Company has an accumulated deficit of $
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is January 31.
Revenue
In accordance with ASC 606, revenue is measured based on a consideration specified with a customer and recognized when we satisfy the performance obligation specified with a customer.
During the years ended January 31, 2025 and 2024, we did not generate any revenue.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| F-8 |
Fair Value of Financial Instruments
FASB ASC Topic 820, "Fair Value Measurement," defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standards apply to recurring and nonrecurring fair value measurements of financial and non-financial assets and liabilities. The Company determines the fair values of its assets and liabilities based on a fair value hierarchy that includes three levels of inputs that may be used to measure fair value.
The three levels are defined as follows:
| Level 1: | defined as observable inputs such as quoted prices in active markets; |
| Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
| Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
Due to its short-term nature, the carrying value of cash, director loans and issuance of common stock approximated fair value at January 31, 2025 and 2024.
Income Taxes
The Company is a C Corporation under the Internal Revenue Code and a similar section of the state code.
All income tax amounts reflect the use of the liability method under accounting for income taxes. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes arising primarily from differences between financial and tax reporting purposes. Current year expense represents the amount of income taxes paid, payable or refundable for the period.
Deferred income taxes, net of appropriate valuation allowances, are determined using the tax rates expected to be in effect when the taxes are actually paid. Valuation allowances are recorded against deferred tax assets when it is more likely than not that such assets will not be realized. When an uncertain tax position meets the more likely than not recognition threshold, the position is measured to determine the amount of benefit or expense to recognize in the financial statements.
The Company’s income tax returns are subject to review and examination by federal, state and local governmental authorities. As of January 31, 2025, our January 31, 2024, tax return was open to examination with federal, state and local governmental authorities. To the extent penalties and interest are incurred through an examination, they would be included as part of operations in the statement of operations.
Long-Lived Assets – Intangible Assets
We account for our intangible assets in accordance with ASC Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Further, ASC Subtopic 350-30 requires an intangible asset to be amortized over its useful life and for the useful life to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred.
The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of January 31, 2025 and 2024, there were potentially dilutive debt or equity instruments issued or outstanding.
| F-9 |
Comprehensive Income
Comprehensive income is defined as all changes in stockholders’ deficit, exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of January 31, 2025 were no differences between our comprehensive loss and net loss.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 4 – COMMON STOCK
The Company has , $ par value shares of common stock authorized.
On January 10, 2022 the Company issued
shares of common stock to a director for services rendered estimated to be $
In July, the Company issued common shares
to few individuals at $0.02 per share in consideration of $
There were shares of common stock issued and outstanding as of July 31, 2022.
In October, the Company issued common
shares to few individuals at $0.02 per share in consideration of $
There were shares of common stock issued and outstanding as of October 31, 2022.
In January, the Company issued common
shares to few individuals at $0.02 per share in consideration of $
There were shares of common stock issued and outstanding as of January 31, 2023.
In April, the Company issued common shares
to few individuals at $0.02 per share in consideration of $
There were shares of common stock issued and outstanding as of January 31, 2025.
| F-10 |
Voting Common Stock
All shares of common stock have voting rights and are identical. All holders of shares of voting common stock shall at every meeting of the stockholders be entitled to one vote for each share of the capital stock held by such stockholder.
Non-voting Common Stock
All of the other terms of the Non-Voting Common Stock shall be identical to the Voting Common Stock, except for the right of first refusal that attaches to the Non-Voting Common Stock, as explained in the Company’s Bylaws.
Note 5 – COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may become a party to litigation matters involving claims against it. At January 31, 2025, there are no current matters that would have a material effect on the Company’s financial position or results of operations.
The extent of the impact of the coronavirus (“COVID-19”) outbreak on the financial performance of the Company will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions and the impact of COVID-19 on the overall economy, all of which are highly uncertain and cannot be predicted. If the overall economy is impacted for an extended period, the Company’s future operating results may be materially and adversely affected.
Note 6 – INTANGIBLE ASSETS
The Company purchased and possesses an
asset in a form of the website and mobile application concerned with online education. The Company purchased the website and
mobile application for $
Balances as of January 31, 2025 and January 31, 2024 are as follows:
| Schedule of intangible assets | ||||||||
| January 31, 2025 | January 31, 2024 | |||||||
| Intangible Assets Purchased | $ | $ | ||||||
| Accumulated Amortization | ( | ) | ( | ) | ||||
| Net Book Value | $ | $ | ||||||
Note 7 – RELATED PARTY TRANSACTIONS
Mr. Moroz currently devotes approximately thirty hours per week to manage our affairs.
The sole officer and director, Wiktor Moroz, is
the only related party with whom the Company had transactions with during the period from inception on January 10, 2022 through January
31, 2025. During the year ended January 31, 2025, Mr. Moroz paid $
| F-11 |
Note 8 – INCOME TAXES
As of January 31, 2025, the Company had net operating
loss carry forwards of approximately $
Future tax benefits which arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The 21% tax rate provision for Federal income tax consists of the following:
| Schedule of income tax expense | ||||||||
| January 31, 2025 | January 31, 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current operations | $ | ( | ) | $ | ( | ) | ||
| Related party accruals | ||||||||
| Less: change in valuation allowance | ||||||||
| Net provision for Federal income taxes | $ | $ | ||||||
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| Schedule of deferred tax asset | January 31, 2025 | January 31, 2024 | ||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Related party accruals | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Note 9 – SUBSEQUENT EVENTS
Change in Control
Effective March 18, 2025, there occurred a change in control of the Company. On such date, pursuant to a stock purchase agreement (the “Change-in-Control Agreement”), Jiang Jian acquired 2,500,000 shares of the Company’s common stock (the “Acquired Shares”) from Wiktor Moroz. The Acquired Shares represent approximately 68.82% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. The total consideration paid by Mr. Jian for the Acquired Shares was $362,315 in cash, the source of which was his personal funds.
In conjunction with the Change-in-Control Agreement, on March 18, 2025, Wiktor Moroz resigned as Sole Director, CEO, CFO and Secretary of the Company and Jiang Jian was appointed as the Sole Director, President, Chief Executive Officer and Secretary of the Company. There was not a change in the business plan of the Company associated with the change in control.
Other
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to January 31, 2025 to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements.
| F-12 |
EXHIBIT 31.1
CERTIFICATION
I, Jiang Jian, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Rapid Line Inc. (the “registrant”); | ||
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | ||
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: | ||
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. | ||
| 5. | As the registrant’s sole certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | ||
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | ||
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | ||
Date: March 31, 2025
| /s/ Jiang Jian | |
| Jiang Jian | |
| Chief Executive Officer | |
| (Principal Executive Officer and Principal Financial/Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Rapid Line Inc. (the “registrant”) on Form 10-K for the year ended January 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jiang Jian, Chief Executive Officer and Chief Financial Officer of the registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of this Sarbanes Oxley Act of 2002, that, to my knowledge:
| (1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant at the dates and for the periods indicated. |
| /s/ Jiang Jian | ||
| Jiang Jian | ||
| Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive Officer and Principal Financial/Accounting Officer) | ||
| March 31, 2025 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.