RPDL 10-K & 10-Q changes, risk factors and insider trading

Overview

Rapid Line Inc. (the “Company,”“we,”“us,” or “our”) is a development stage company incorporated in the State of Wyoming. We have developed a mobile application and website platform designed to connect service providers with consumers. As of January 31, 2026, we have not generated any revenues from our operations and continue to rely on financing from related and third parties to fund our activities. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the related notes thereto for the fiscal year ended January 31, 2026. Our fiscal year ends on January 31 of each year.

In conjunction with the Change in Control Agreement:

Other than the ongoing strategic re-evaluation of the KIDWIN mobile application described below, there has been no material change to the Company’s business plan as a result of the change in control. See Item 1. Description of Business and Item 13. Certain Relationships and Related Transactions, and Director Independence.

Current Status and Strategic Re-Evaluation of Our Mobile Application

Our primary asset is the proprietary KIDWIN mobile application. The application was previously available for download on both the Google Play Store and the Apple App Store. However, management has made the strategic decision to temporarily remove the application from both platforms to re-evaluate its features, market positioning, and overall go-to-market strategy. The Company has temporarily suspended active operations of the application pending the completion of this re-evaluation.

Management is currently reviewing the status of the KIDWIN mobile application to determine whether the Company will continue to support and maintain the application or, alternatively, whether the asset should be considered impaired or abandoned. A final decision has not yet been made. The outcome of this review will depend on the Company’s ability to secure additional financing, market conditions, and management’s strategic assessment of the application’s long-term viability. There is no assurance that the application will ever be re-listed on app stores or generate revenue.

Year Ended January 31, 2026 Compared to Year Ended January 31, 2025

Revenue

We did not generate any revenues during the fiscal years ended January 31, 2026 or January 31, 2025. We remain in the development stage and have not yet commenced generating revenue from our principal business operations. We continue to develop our mobile application and website platform and are working toward commercialization.

General and Administrative Expenses

General and administrative expenses for the fiscal year ended January 31, 2026 were $ 145,097, compared to $ 27,565 for the fiscal year ended January 31, 2025, representing an increase of approximately $111,532, or approximately 426%. The significant increase was primarily attributable to consulting fees of $81,453 (including $49,503 in consulting services provided by Tech Associates Inc.), professional fees of $40,500 (including audit, legal, accounting, and EDGAR/XBRL filing fees), transfer agent fees of $4,041, OTC market fees of $7,500, and advertising and promotion costs of $749. These costs reflect the Company’s increased compliance, reporting, and operational activities during the fiscal year as we advanced the development of our platform and maintained our status as an SEC-reporting issuer.

Debt Forgiveness

During the fiscal year ended January 31, 2026, we recognized debt forgiveness of $144,425. The debt forgiveness resulted from the settlement and forgiveness of previously outstanding obligations, including the Director Loan of $46,890, the Promissory Note of $41,000, and accrued interest payable of $12,480 that were outstanding as of January 31, 2025. No comparable transaction was recorded in the prior fiscal year ended January 31, 2025.

Net Income (Loss)

As a result of the foregoing, we recorded net income of $145,097 for the fiscal year ended January 31, 2026, compared to a net loss of $27,565 for the fiscal year ended January 31, 2025. The net income in the current fiscal year was driven entirely by the non-cash debt forgiveness and is not indicative of operating profitability.

Income Taxes

We recorded no provision for income taxes for the fiscal year ended January 31, 2026 or January 31, 2025. Due to our history of net operating losses, we have established a full valuation allowance against all deferred tax assets. As of January 31, 2026, we have accumulated net operating loss carry forwards of approximately $30,470, which may be available to offset future taxable income, subject to applicable limitations under the Internal Revenue Code.

The following table summarizes our financial position as of January 31, 2026 and January 31, 2025:

Cash and Cash Equivalents

As of January 31, 2026, we had cash and cash equivalents of $19,081, compared to $36 as of January 31, 2025. The significant improvement in cash position was due to financing activities, primarily advances from a related third party. Notwithstanding our current cash balance, our ability to sustain operations is dependent on our continued ability to obtain financing.

Operating Activities

For the twelve months ended January 31, 2026, net cash used in operating activities was $146,683, primarily reflecting our net loss adjusted for non-cash items including accumulated amortization of $8,198. Increases in accounts payable partially offset cash outflows. We continue to use cash primarily to fund general and administrative expenses.

Financing Activities

For the twelve months ended January 31, 2026, net cash provided by financing activities was $165,728, consisting entirely of advances received from related parties. As of January 31, 2026, amounts due to third parties totaled $109,192. These advances are unsecured, and repayment terms have not been formally established. We have relied on these advances as our primary source of capital since inception.

Total Liabilities and Stockholders’ Equity (Deficit)

As of January 31, 2026, total liabilities were $111,886, compared to $100,370 as of January 31, 2025. The increase was primarily driven by additional amounts due to a third party, partially offset by the forgiveness of the Director Loan, Promissory Note, and accrued interest payable during the year.

Total stockholders’ deficit was $(68,498) as of January 31, 2026, compared to a deficit of $(67,828) as of January 31, 2025.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. As reflected in our financial statements, we have not generated any revenues since inception, have an accumulated deficit of $68,498 as of January 31, 2026, and continue to be dependent upon financing from related and third parties to sustain our operations. These factors raise substantial doubt about our ability to continue as a going concern.

Management’s plans to address this uncertainty include seeking to generate revenues from our mobile application and website platform, pursuing additional equity or debt financing, and managing operating costs. However, there can be no assurance that we will be successful in executing these plans. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of January 31, 2026, we did not have any off-balance sheet arrangements, as defined under applicable SEC regulations, that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

Critical Accounting Policies and Estimates

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, 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.

Intangible Assets – Mobile Application and Website Development

We capitalize costs incurred in the development of our mobile application and website platform. As of January 31, 2026, capitalized development costs totaled $41,000, with accumulated amortization of $16,746, resulting in net intangible assets of $ 24,254. We amortize these assets on a straight-line basis over their estimated useful lives. We assess the recoverability of these assets periodically and record impairment losses when warranted.

Income Taxes

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We have established a full valuation allowance against all deferred tax assets as we believe it is more likely than not that such assets will not be realized.

Recent Developments

We continue to evaluate the development of our mobile application and website platform. Management is pursuing strategic opportunities to generate potential revenue and expand the Company’s operational footprint. We have 3,632,750 shares of common stock issued and outstanding as of January 31, 2026, with 75,000,000 shares authorized at a par value of $0.0001 per share.

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets, including the capitalized mobile application, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Given that the KIDWIN mobile application is not currently operational and is under review for potential abandonment, management has initiated an impairment assessment. Any impairment charge could be material to the financial statements.

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include statements regarding our expectations, plans, objectives, future operations, financing activities and business prospects. These statements may be identified by words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “estimate,” “plan” and similar expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. We undertake no obligation to update any forward-looking statements except as required by law.

Recent Market Activity

Subsequent to July 31, 2026, the Company’s common stock experienced a significant increase in market price and trading volume. The market price increased from below approximately $0.20 per share to approximately $2.00 per share within approximately 48 hours and subsequently to approximately $3.67 per share as of August 25, 2026 and as of early September the stock had declined significantly back to $0.12 per share. Management is not aware of any material corporate development that would account for the magnitude of this increase.

The Company has not participated in, directed or otherwise caused the trading activity and is not aware of the identity or intentions of the persons or entities involved. Management notified FINRA of the unusual market activity. The Company cannot predict the future trading price or trading volume of its common stock, and the market price may experience significant volatility.