UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended July 31, 2024
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Registration No. 333-274889
NAPLOY CORP.
(Exact name of registrant as specified in its charter)
| Wyoming | 35-2809754 | 8000 | ||
| State or Other Jurisdiction of | IRS Employer | Primary Standard Industrial | ||
| Incorporation or Organization | Identification Number | Classification Code Number |
95 Lias Estate Kafe district Abuja,
FCT 900108 Nigeria
Telephone: +13072133163
Email: naploy.corp@tutanota.com
(Address and telephone number of principal executive offices)
| Securities registered under Section 12(b) of the Exchange Act: | ||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| N/A | N/A | N/A | ||
| Securities registered under Section 12(g) of the Exchange Act: | ||||
| None | ||||
| (Title of Class) | ||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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. Yes ☒ No ☐
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). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 | ☐ |
| Non-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 7(a)(2)(B) of the Securities Act. ☒
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. Yes ☐ No ☒
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 Exchange Act). Yes ☐ No ☒
State 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. $0
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: common shares issued and outstanding as of October 9, 2024.
TABLE OF CONTENTS
| i |
PART I
ITEM 1. BUSINESS.
DESCRIPTION OF BUSINESS
GENERAL
Naploy Corp. was incorporated in the State of Wyoming and established on April 6, 2023. The Company has no revenue and has incurred losses since inception. Our primary focus is on launching a news blog that provides the latest updates on health-related topics, including but not limited to medical breakthroughs, healthy lifestyle tips, and updates on healthcare policies. We have developed a full business plan.
Currently, we have no employees, only our officers and Directors - Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla. Our executive and business office is located at 95 Lias Estate Kafe district Abuja, FCT 900108 Nigeria, and our telephone number is +13072133163.
The COVID-19 pandemic has had a significant impact on the healthcare industry and has led to changes in the way healthcare services are delivered, including through mobile applications that offer online information help services for finding medical institutions. Here are some ways the pandemic has affected these types of apps:
Increased demand: The pandemic has increased the demand for healthcare services, and many people have turned to mobile apps to find information about medical institutions and services.
Safety concerns: Many people are hesitant to visit medical institutions in person due to safety concerns, and mobile apps that offer information about medical institutions and their safety protocols can help alleviate these concerns.
Our Naploy App is your go-to source for the latest health news and updates. Naploy App offers an article library- News Blog that deals with the most common health topics. Our health blog covers diverse health related concerns such as nutrition and diet, fitness, weight control, diseases, disease management, societal trends affecting health, analysis about health, business of health and health research. The app is available for both Android and iOS mobile operating systems and provides you with quick access to a vast healthcare and medical database. With the " Naploy App," you can stay informed about the latest health news anytime, anywhere. We are dedicated to bringing you high-quality health information and keeping you up-to-date on the latest developments in the world of healthcare.
One of our main App features is Symptom Diagnostic. Symptom Diagnostic is an advanced tool that uses high-grade AI technology to provide diagnoses. Currently, our AI technology is already working, but during the lifetime of the APP it should be refined and improved. To begin, you will have to enter your age and gender, after which you can select or type in your symptoms, intensity and duration. This step is then followed up by some more questions to determine which symptom is bothering you the most and if you are on meds and/or have had any conditions in the past. Thereafter, it will give you a list of possible conditions (about 5, starting with the most likely) which you can then click on and find more details about the disease.
Symptom Diagnostics are an innovative addition to digital health. This tool does not provide medical advice It is intended for informational purposes only. Nevertheless, these services should not be considered as definite diagnostic tools but rather as a guide to point the user towards possible conditions relating to their symptoms. Consulting an actual physician will help you have a more accurate diagnosis and subsequent treatment.
| 1 |
For Naploy App and Symptom Diagnostic feature do not require regulatory approval in the United States, Nigeria or elsewhere because they provide information rather than direct medical advice. For the health app, despite providing useful functionalities, users are strongly encouraged to seek professional medical advice, especially when experiencing severe symptoms. The app’s features are intended for informational purposes only and must not replace the guidance of a medical professional in cases of severe symptoms or critical health concerns.
Our “Naploy App” includes a convenient Clinic Search feature that allows clients to contact us and send a request for searching the clinics and proper medical services that suit their needs for a fee. Through this feature, clients can request information about the type of treatment they need, as well as leave their phone number and email. Our team will then contact the client to clarify all the necessary details about their diagnosis and treatment needs. Our expert managers will then provide information about the best medical institutions for the client, including details about the location, clinic licenses, doctors, we will monitor all the reviews and feedbacks and check all the doctors for their professional qualifications. Our clients can expect top-notch customer service, as our managers will communicate with them through phone, email, and messengers according to their preferences. We are dedicated to providing the professional services in searching the best medical institutions, making for the right medical care for our clients. We will make this process much easier and comfortable for clients from our professional website.
In addition, we also offer paid contextual advertising services for medical institutions on our Naploy app’s news blog:
–Banner ads
Our banner advertising will consist of static or animated images or media and would be placed in high-visibility areas. Banner advertising is attractive because it can help create medical institutions awareness and generate leads.
–Pop up
Another effective form of our advertising services. Unlike banner ads, the pop-up will appear in the center of the screen, drawing the attention of customers.
By utilizing our advertising services, medical institutions can increase their online presence and reach a wider audience. Our goal is to provide a comprehensive platform for both health news and healthcare advertising, and we believe that this additional feature will be a valuable asset for both our users and medical institutions.
We are offering our services to the clients in Nigeria and then we are going to spread our services in other African countries.
We have purchased the mobile application and website for iOS and Android platforms for total consideration of US $45,000.
Here are some of the technologies that we intend successfully to implement in our mobile application:
- Improvement of the AI technology
- Map View
- Reviews
- Booking Services
- Notifications
- Marketing Opportunities
- Body map symptom checker
- Personal health tracker
- Medicine reminder
- Language translation
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Our “Naploy App” is regularly updated with articles written by healthcare professionals and industry experts, ensuring that our clients have access to high-quality and reliable health information. The content provided on our app is primarily sourced from reputable open channels, ensuring credibility and accuracy. In addition to open sources, we curate content from trusted platforms such as https://medicalxpress.com/. All news stories are hand-processed and curated by qualified editors on https://medicalxpress.com/, obviating the problems of feed or bot aggregation. This ensures that high-quality, targeted sci-tech news stories are published on website. It’s pertinent to highlight that we do not engage in content licensing agreements as we are utilizing the information from reliable open sources and ensure that our users receive high-quality, updated, and relevant health information through the Naploy app. We believe that our app will not only keep our clients informed but also empower them to take control of their health and make informed decisions about their wellbeing. All our features make our mobile application a comprehensive resource for clients seeking reliable and relevant health information. We intend continuously make improvements, maintenances and expand of our application as well as develop complementary products and services for our consumers. In addition, within two-three years after the success of the Nigerian market, we intend to popularize the application to other African countries, starting with neighboring Benin, Chad, Cameroon and Niger. Furthermore, potential target countries for expansion could encompass regions such as Kenya, South Africa, and Ethiopia. The company intends to evaluate the market readiness and demand within these countries and strategically expand its services to cater to these regions, ensuring the compatibility of the online health platform with the local healthcare landscapes and technological infrastructure.
OUR MOBILE APPLICATION AND THE PROCESS
Currently, we have a mobile application for Android and iOS platforms known as “Naploy App”. Links for the application:
https://play.google.com/store/apps/details?id=naploy.app&hl=uk&gl=US
https://apps.apple.com/us/app/naploy/id6451121811.
Our application is completely operational and ready for use, enabling customers to access and acquire our company’s services. However, we plan to further develop and expand the application’s functionality by integrating new and beneficial features and systems that will enhance the experience for our potential customers.
The Naploy app was officially launched on the Apple Store and Play Store on July 24, 2023. To date, we have more than 10 active users. We don’t have any clients for advertising yet.
The main functionality features and opportunities of currently application with the app and website content are:
News Blog:
| – | After entering the app, the person can access our News blog, which covers diverse health-related concerns such as nutrition and diet, fitness, weight control, diseases, disease management, societal trends affecting health, analysis about health, business of health, and health research. Now this feature is already implemented in our app and the website, with the content provided from reputable open channels, ensuring credibility and accuracy. In addition to open sources, we curate content from trusted platforms such as https://medicalxpress.com/. |
Symptom Diagnostic:
| – | The person can use our advanced Symptom Diagnostic tool, which uses high-grade AI technology to provide diagnoses. | |
| – | They have to enter their age and gender, select or type in their symptoms, intensity and duration, and answer some follow-up questions about their medical history and current condition. | |
| – | Based on the information provided, Symptom Diagnostic will give them a list of possible conditions (about 5, starting with the most likely), which they can click on to find more details about the disease. |
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This feature is fully functional in our app and the website but users are strongly encouraged to seek professional medical advice, especially when experiencing severe symptoms. The app’s features are intended for informational purposes only and must not replace the guidance of a medical professional in cases of severe symptoms or critical health concerns.
Clinic Search:
| – | Contact us: The client sends a request to our team through the Clinic Search feature on our "Naploy App" stating the type of treatment they need and leaves their name, phone number, email and location. | |
| – | Clarification: Our team contacts the client to clarify all the necessary details about their diagnosis and treatment needs. | |
| – | Search: Our expert managers search for the best medical institutions that suit the client’s needs, including details about the location, clinic licenses, doctors, and ratings of medical institutions for a fee. | |
| – | Quality Check: We monitor all the reviews and feedback and check all the doctors for their professional qualifications to ensure that we only recommend the best medical institutions. | |
| – | Communication: Our managers communicate with clients through phone, email, and messengers according to their preferences to provide top-notch customer service. | |
| – | Recommendations: Our managers provide information about the top 5 medical institutions that suit the client’s needs and preferences. | |
| – | Follow-up: We follow up with clients to ensure that they are satisfied with the recommended medical institution and if any further assistance is needed. | |
| – | Convenience: We ensure that the whole process is comfortable and easy for clients through our professional website and mobile application. |
To date our directors interact with our potential customers, but we don’t have any clients for our clinic search services yet. We are going to hire freelance managers once we have our first client and establish our initial client base. We intend to engage with these managers by formalizing freelance agreements.
Here are some of the technologies that we intend successfully to implement in our mobile application (during 1-18 months):
| – | Improvement of the implemented AI technology: The app will provide Implemented AI technology that is in the process of being fully implemented, revision and will undergo continuous refinement and improvement to ensure the highest level of performance. | |
| – | Map View: The app will provide a map view that enables clients to view medical institutions on a map and get directions to the chosen location. | |
| – | Reviews: The app will provide a review section where clients can read reviews of medical institutions left by other users and leave their own reviews. | |
| – | Booking Services: The app will provide booking services, allowing clients to book appointments with medical professionals or reserve hospital rooms. | |
| – | Notifications: The app will send notifications to clients regarding new medical institutions added to the database or promotions and deals available at certain institutions. | |
| – | Marketing Opportunities: The app will offer marketing opportunities for medical institutions, including sponsored listings and targeted advertising. | |
| – | Body map symptom checker: This functionality allows users to select the specific area of their body where they are experiencing symptoms and then select the symptoms, they are experiencing from a list of options associated with that area. | |
| – | Personal health tracker: This feature can help users track their personal health by allowing them to input their health data such as blood pressure, blood sugar, and weight, and keep track of their progress over time. Users can set health goals, receive notifications, and view progress reports. | |
| – | Medicine reminder: The app can also feature a medicine reminder that helps users keep track of their medication schedules. Users can set reminders for when to take their medications and the app will send notifications accordingly. | |
| – | Language translation: The app can also integrate a language translation feature that allows users to translate medical terms, instructions, and prescriptions into their preferred language. |
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REVENUE
Advertising: The app can feature advertisements from medical institutions, pharmaceutical companies, or other related businesses. The fee for in-app ads can vary based on the size and placement of the ad.
We offer such paid contextual advertising services:
– Banner ads
Our banner advertising will consist of static or animated images or media and would be placed in high-visibility areas. Banner advertising is attractive because it can help create medical institutions awareness and generate leads.
– Pop up
Another effective form of our advertising services. Unlike banner ads, the pop-up will appear in the center of the screen, drawing the attention of customers.
Clinic Search: Clients will be charged a fee for using our Clinic Search feature to find the best medical institutions that suit their needs. The fee will vary depending on the complexity of the search and the level of support required from our team.
In future the additional source of revenue could be through other services:
Subscription Model: We will offer a subscription model for clients who need ongoing support from our team in finding medical institutions for their specific needs. The subscription fee will provide access to our team’s expertise and support.
Referral fees: The app can earn referral fees from medical institutions for each new patient that the app directs to them. This could include fees for booking appointments or fees for any services provided by the medical institution. The prices for referral fees can vary depending on the type of service provided and the level of commission offered.
As of the current date, Naploy Corp. does not have any material contracts or letters of intent with medical institutions for referral arrangements. The revenue model relies on potential future collaborations with medical institutions, and we will ensure that any such agreements comply with regulatory requirements.
It’s important to note that, at present, there are no regulatory implications to address as we have not yet engaged in formal agreements with medical institutions for referral fees. Any future collaborations will be approached with careful consideration of regulatory compliance to ensure transparency and adherence to applicable standards.
Data analytics: The app can collect and analyze user data to provide insights to healthcare providers and researchers. This could include anonymized data on user demographics, medical conditions, and treatment outcomes. The app can charge fees to healthcare providers and researchers for access to this data. The prices for data analytics can vary depending on the level of access and the type of data provided.
| ü | Prices for Services: |
Advertising: $0.50-$1.00 per click or monthly advertising $150-$1,000.
Clinic Search: Starting at $50-$500 per search, prices will vary based on the complexity of the search and level of support required.
| ü | Prices for Services in future: |
Subscription Model: Starting from $70 per month, prices will vary based on the level of support required.
Referral fees: 5%-15% of the total cost of service.
Data analytics: $200-$2,000 per report, depending on the level of detail and analysis provided.
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The “Prices for Services” and “Prices for Services in the future” are based on estimated ranges derived from market research, industry benchmarks, and an assessment of the value provided by our services. These figures are not static and may be subject to change based on various factors, including market conditions, service enhancements, and feedback from clients.
COMPETITION
The health app market is highly competitive, with many established players and new entrants vying for a share of the market. Some of the major competitors in the field of health apps include Zocdoc, Healthgrades, and WebMD.
In addition to these major players, there are many other health apps on the market that offer a variety of features. As the demand for health-related apps continues to grow, the competition in this space is likely to remain fierce.
Through our marketing strategy and continuous development of new features, we believe that our mobile app can succeed in the health market.
MARKETING
Marketing and sales strategy are crucial components for the success of any business, including mobile applications. In order to ensure the success of our online health platform, we plan to implement a multi-faceted marketing and sales strategy.
– Digital Marketing:
We will use various digital marketing techniques to reach our target audience, including search engine optimization (SEO), pay-per-click (PPC) advertising, social media marketing, and email marketing. We will use relevant keywords and phrases to optimize our app’s visibility on search engines and social media platforms. We will also use targeted email marketing campaigns to promote our app to potential users.
– Content Marketing:
We will develop a content marketing strategy that focuses on creating valuable and informative content related to healthcare, medical institutions, and related topics. This content will be published on our website and social media platforms, and shared with relevant online communities and groups.
– Influencer Marketing:
We will work with healthcare influencers and bloggers to promote our app and reach a wider audience. We will collaborate with influencers to develop content related to our app and its features and encourage them to share their experiences with our app with their followers.
– Partnering with Medical Institutions:
We will partner in future with medical institutions such as hospitals, clinics, and healthcare centers to promote our app to their patients.
– To invite new clients via word-of-mouth referrals.
– To place outdoor display advertisements in public transportation terminals and residential complexes in selected cities.
We are going to spend some part of proceeds on the development of our website and mobile application and extension of functionality in order to attract more potential customers and to make our services more desirable.
EMPLOYEES
We are a development stage company and currently have no employees, other than our officers, Mr. Arnold and Mr. Ulloa Bonilla.
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OFFICES
Our corporate headquarters is located at 95 Lias Estate Kafe district Abuja, FCT 900108 Nigeria and our phone number is +13072133163. Further, this space has been provided by our executives Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla free of cost. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company. Further, this space has been provided by our executives Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla for free.
Item 1A. Risk Factors.
Not applicable for smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable for smaller reporting companies.
Item 1C. Cybersecurity.
None
ITEM 2. PROPERTIES.
We do not own any real estate or other properties.
ITEM 3. LEGAL PROCEEDINGS.
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
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.
Market Information
As of July 31, 2024, no shares of our common stock are traded.
Number of Holders
As of July 31, 2024, the 3,734,620 issued and outstanding shares of common stock were held by a total of 50 shareholder of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended July 31, 2024 and 2023.
Recent Sales of Unregistered Securities
None.
Purchase of our Equity Securities by Officers and Directors
None.
Other Stockholder Matters
None.
ITEM 6. SELECTED FINANCIAL DATA.
Not applicable for smaller reporting companies.
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 auditors have issued a going concern opinion. This means that our auditors believe 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 raised the funds necessary to conduct a marketing program. There is no assurance we will ever generate revenue even if we raised all necessary funds.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. In case we need additional financing, our Mr. Ulloa Bonilla agreed to loan us funds to implement our business plan.
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RESULTS OF OPERATIONS
We have not generated any revenue since inception on April 6, 2023 to July 31, 2024.
Total expenses for the years ended July 31, 2024 and 2023, were $20,301 and $6,380, respectively, which were comprised of amortization expense ($9,000 - July 31, 2024 and $375 - July 31, 2023); general and administrative fees of the Company ($273 – July 31, 2024 and $105 - July 31, 2023); and professional fees ($11,028 - July 31, 2024 and $5,900 - July 31, 2023).
The Company recorded a net loss of $20,301 and $6,380 for the years ended July 31, 2024 and 2023, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2024, our total assets were $67,970. Total assets were comprised of $32,345 in current assets and $35,625 in intangible assets.
As of July 31, 2024, our current liabilities were $59,759 and Stockholders’ equity was $8,211.
CASH FLOWS FROM OPERATING ACTIVITIES
For the year ended July 31, 2024, net cash flows used in operating activities was $(17,001).
CASH FLOWS FROM INVESTING ACTIVITIES
For the year ended July 31, 2024, we have generated $(20,000) in investing activities.
CASH FLOWS FROM FINANCING ACTIVITIES
For the year ended July 31, 2024, net cash flows provided by financing activities was $32,345.
Critical Accounting Policies and Significant Judgments and Estimates
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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Limited Operating History and Need for Additional Capital
Our company was incorporated on April 6, 2023; we have not yet realized any revenues. We have no operating history upon which an evaluation of our future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant expenses associated with the initial start-up of our business. Further, we cannot guarantee that we will be successful in realizing revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of our shares.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable for smaller reporting companies.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
NAPLOY CORP.
JULY 31, 2024
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Report of the Independent Registered Public Accounting Firm
To the shareholders and the board of directors of
Naploy Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Naploy Corp as of July 31, 2024, and the related statements of operations, changes in stockholders’ equity, and cash flows for the year then ended, 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 July 31, 2024, and the results of its operations and its cash flows for the year ended July 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company have accumulated deficit of $(26,681) and a negative working capital of $(27,414) as of July 31, 2024. These factors raise substantial doubt about the Company ability to continue as a going concern, the continuation of the Company as a going concern through December 31, 2023, is dependent upon improving the profitability and the continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide additional cash to meet the Company’s obligations as they become due.
These financial statements do not include any adjustments that might result from the outcome of the uncertainty.
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 audit. 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 audit 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 audit 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
| F-1 |
Critical Audit Matters
Critical audit matters are 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 disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Going Concern Uncertainty – See also Going Concern Uncertainty explanatory paragraph above
As described further in Note 2 to the financial statements, the Company has suffered recurring losses from operations and does not have an established source of revenues sufficient to cover its operating costs. The ability of the Company to continue as a going concern is dependent on executing its business plan and ultimately to attain profitable operations. Accordingly, the Company has determined that these factors raise substantial doubt as to the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets.
However, the Company has not concluded that these plans alleviate the substantial doubt related to its ability to continue as a going concern.
We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination. Our audit procedures related to the Company’s assertion on its ability to continue as a going concern included the following, among others:
| · | We performed testing procedures such as analytical procedures to identify conditions and events that indicate that there could be substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. | |
| · | We reviewed and evaluated management’s plans for dealing with adverse effects of these conditions and events. | |
| · | We inquired of Company management and reviewed company records to assess whether there are additional factors that contribute to the uncertainties disclosed. | |
| · | We assessed whether the Company’s determination that there is substantial doubt about its ability to continue as a going concern was adequately disclosed. |
/s/ Boladale Lawal
Boladale Lawal & CO (PCAOB ID 6993)
We have served as the Company’s auditor since 2024
Lagos, Nigeria
October 1, 2024
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Stockholders of Naploy Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Naploy Corp. (the Company) as of July 31, 2023, and the related statements of operations, stockholders’ equity, and cash flows for the period ended July 31, 2023, 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 July 31, 2023, and the results of its operations and its cash flows for the period ended July 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered a loss from operations of US$6,380 and has a net capital deficiency of US$6,180 that raises substantial doubt about its 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 this uncertainty.
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 audit. 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 audit 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 audit 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.
Critical Audit Matter
The Critical Audit Matter is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. We determined that there are no critical audit matters.
/s/ MAINOR AUDIT JA PARTNERID OÜ
We have served as the Company’s auditor since 2023.
MAINOR AUDIT JA PARTNERID OÜ.
Kadaka pst 85a, Tallinn, Harju maakond 10922 PCAOB ID Number 2333
/s/ MAINOR AUDIT JA PARTNERID OÜ.
Tallinn, Estonia September 28, 2023
| F-3 |
NAPLOY CORP.
BALANCE SHEET
As of July 31, 2024 (Audited) | From April 6, 2023 (Inception) to (Audited) | |||||||
| ASSETS | ||||||||
| Cash | $ | 32,345 | $ | 895 | ||||
| Total Current Assets | 32,345 | 895 | ||||||
| Intangible Assets, Net | 35,625 | 44,625 | ||||||
| Total Assets | $ | 67,970 | $ | 45,520 | ||||
| LIABILITIES & STOCKHOLDERS EQUITY/(DEFICIT) | ||||||||
| Accounts Payable – Related Party | $ | 59,759 | $ | 26,000 | ||||
| Accounts Payable | – | 25,700 | ||||||
| Total Current Liabilities | 59,759 | 51,700 | ||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding as of July 31, 2024, and 2023, respectively | 373 | 200 | ||||||
| Additional Paid in Capital | 34,519 | – | ||||||
| Accumulated deficit | (26,681 | ) | (6,380 | ) | ||||
| Total Stockholders’ Deficit | 8,211 | (6,180 | ) | |||||
| Total Liabilities and Stockholders’ Deficit | $ | 67,970 | $ | 45,520 | ||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
NAPLOY CORP.
STATEMENT OF OPERATIONS
Year ended July 31, 2024 | From April 6, 2023 (Inception) to July 31, 2023 | |||||||
| REVENUES | $ | – | $ | – | ||||
| OPERATING EXPENSES | ||||||||
| Depreciation Expense | 9,000 | 375 | ||||||
| General and Administrative Expenses | 273 | 105 | ||||||
| Professional Fees | 11,028 | 5,900 | ||||||
| TOTAL OPERATING EXPENSES | (20,301 | ) | (6,380 | ) | ||||
| NET INCOME (LOSS) FROM OPERATIONS | (20,301 | ) | (6,380 | ) | ||||
| PROVISION FOR INCOME TAXES | – | – | ||||||
| NET INCOME (LOSS) | $ | (20,301 | ) | $ | (6,380 | ) | ||
| NET LOSS PER SHARE: BASIC AND DILUTED | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
NAPLOY CORP.
STATEMENT OF STOCKHOLDER’S EQUITY
Year ended July 31, 2024 and Period from April 6, 2023 (Inception) to July 31, 2023
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
| Balance, July 31, 2023 | 2,000,000 | $ | 200 | $ | – | $ | (6,380 | ) | $ | (6,180 | ) | |||||||||
| Shares issued for cash | 1,734,620 | 173 | 34,519 | – | 34,692 | |||||||||||||||
| Net loss for the year ended July 31, 2024 | – | – | – | (20,301 | ) | (20,301 | ) | |||||||||||||
| Balance, July 31, 2024 | 3,734,620 | $ | 373 | $ | 34,519 | $ | (26,681 | ) | $ | 8,211 | ||||||||||
| Inception, April 6, 2023 | – | $ | – | $ | – | $ | – | $ | – | |||||||||||
| Shares issued for cash | 2,000,000 | 200 | – | – | 200 | |||||||||||||||
| Net loss for the year ended July 31, 2023 | – | – | – | (6,380 | ) | (6,380 | ) | |||||||||||||
| Balance, July 31, 2023 | 2,000,000 | $ | 200 | $ | – | $ | (6,380 | ) | $ | (6,180 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
NAPLOY CORP.
STATEMENT OF CASH FLOWS
Year ended July 31, 2024 | From April 6, 2023 (Inception) to July 31, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | (20,301 | ) | $ | (6,380 | ) | ||
| Amortization Expense | 9,000 | 375 | ||||||
| Accounts Payable | (5,700 | ) | 5,700 | |||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | (17,001 | ) | (305 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Mobile Application and Website Acquisition | (20,000 | ) | (25,000 | ) | ||||
| CASH FLOWS PROVIDED BY INVESTING ACTIVITIES | (20,000 | ) | (25,000 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Accounts Payable - Related Party Loans | 33,759 | 26,000 | ||||||
| Proceeds from Sale of Common Stock | 34,692 | 200 | ||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 68,451 | 26,200 | ||||||
| Net increase in cash and equivalents | 31,450 | 895 | ||||||
| Cash and equivalents at beginning of the period | 895 | – | ||||||
| Cash and equivalents at end of the period | $ | 32,345 | $ | 895 | ||||
| Supplemental cash flow information: | ||||||||
| Non-cash investing and financing activity: | ||||||||
| Mobile Application and Website Acquisition | $ | (20,000 | ) | $ | 20,000 | |||
| Cash paid for: | ||||||||
| Interest | $ | – | $ | – | ||||
| Taxes | $ | – | $ | – | ||||
The accompanying notes are an integral part of these financial statements.
| F-7 |
NAPLOY CORP.
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED JULY 31, 2024 AND PERIOD SINCE INCEPTION ON APRIL 6, 2023 TO JULY 31, 2023
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
Naploy Corp. (referred as the “Company”, “we”, “our”) was incorporated in the State of Wyoming and established on April 6, 2023. Our primary focus is on launching a news blog that provides the latest updates on health-related topics, including but not limited to medical breakthroughs, healthy lifestyle tips, and updates on healthcare policies.
NOTE 2 – GOING CONCERN
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit of $26,681 at July 31, 2024, a net loss of $20,301 for the year ended July 31, 2024. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations. Management intends to raise additional funds by way of a private or public offering. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering.
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America.
The Company’s year-end is July 31.
Development Stage Company
The Company is a development stage company as defined in ASC 915 “Development Stage Entities”. The Company is devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since Inception has been considered as part of the Company’s development stage activities.
| F-8 |
The Company has elected to adopt application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents.
Our cash is held in a Wise electronic money account. In accordance with ASC 230-10-20, Statement of Cash Flows, the Company has determined that the cash held in the Wise electronic money account should be classified as cash because it is readily available for the payment of obligations, and free from any contractual restriction that limits its use.
Our Company holds its cash and cash equivalents in accounts with Wise, a financial technology company specializing in international money transfers. It is important to note that Wise is not a bank, but rather a licensed and regulated financial services provider.
Wise operates under regulatory frameworks and is subject to oversight by various financial regulatory authorities. While it provides services that are similar to traditional banks, it does not operate as a traditional bank and is not a member of the Federal Deposit Insurance Corporation (FDIC).
Investors should be aware that, unlike traditional banks covered by the FDIC, Wise accounts do not offer deposit insurance. The absence of FDIC coverage means that the funds held in Wise accounts are not protected up to the standard FDIC-insured limit.
Our cash is held exclusively in a Wise electronic money account. Funds held in Wise accounts are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other deposit protection scheme.
Over 99% of Wise’s funds are held in cash with these banks (GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A., US Government bonds) as well as in secure liquid assets such as EU, UK and US Government bonds in order to diversify risk and maximise liquidity. Wise takes this approach to make sure the money is highly liquid and therefore always available to clients.
Our choice to utilize Wise aligns with our commitment to leveraging innovative and efficient financial services while remaining transparent about the associated regulatory and insurance considerations.
As the company is incorporated in and under the laws of the United States, we are considered as the American customer of Wise and fall under the jurisdiction of the agreement for the USA customers.
| F-9 |
Fair Value of Financial Instruments
AS topic 820 “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
| 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. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Foreign Currency
The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management follows ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statement of Operations. Naploy Corp. has no subsidiaries located outside the United States.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
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 July 31, 2024 and 2023, there were no potentially dilutive debt or equity instruments issued or outstanding.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
| F-10 |
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
NOTE 4 – INTANGIBLE ASSETS
The Company follows the provisions of ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, which requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life.
In June 2023 the Company acquired mobile application and website for $45,000, which is being amortized over a five-year life. The accumulated amortization was $9,375 and $375 as of July 31, 2024 and 2023, respectively.
NOTE 5 – LOAN FROM RELATED PARTY
As of July 31, 2024, the Company had a loan outstanding with a related party: Mr. Rafael Angel Ulloa Bonilla, our Director, who has given us a loan in the amount of $59,759 for the Company’s working capital purposes. The amount is outstanding and payable upon request.
NOTE 6 – COMMON STOCK
On April 6, 2023, the Company issued 2,000,000 shares of common stock to the director, Frederick Sidney Reinhard Arnold, at in consideration of $200 at $0.0001 per share to pay partial Incorporation fees expenses.
In March 2024 the Company issued shares of common stock for cash proceeds of $4,300 at $0.02 per share.
In April 2024 the Company issued shares of common stock for cash proceeds of $3,450 at $0.02 per share.
In May 2024 the Company issued shares of common stock for cash proceeds of $10,957 at $0.02 per share.
In June 2024 the Company issued shares of common stock for cash proceeds of $9,535 at $0.02 per share.
In July 2024 the Company issued shares of common stock for cash proceeds of $6,450 at $0.02 per share.
As of July 31, 2024, the Company had shares issued and outstanding.
NOTE 7 – 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 legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. 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 a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.
| F-11 |
The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% for the period ended as follows:
| Reconciliation of income tax expense | July 31, 2024 | July 31, 2023 | ||||||
| Tax benefit (expenses) at U.S. statutory rate | $ | (5,603 | ) | $ | (1,340 | ) | ||
| Change in valuation allowance | 5,603 | 1,340 | ||||||
| Tax benefit (expenses) net | $ | – | $ | – | ||||
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets are as follows:
| Schedule of deferred tax assets | July 31, 2024 | July 31, 2023 | ||||||
| Net operating loss | $ | (5,603 | ) | $ | (1,340 | ) | ||
| Valuation allowance | 5,603 | 1,340 | ||||||
| Deferred tax assets, net | $ | – | $ | – | ||||
The Company has accumulated approximately $26,681 of net operating losses (“NOL”) carried forward to offset future taxable income up to 20 years, if any, in future years which begin to expire in year 2040. 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 the Company has analyzed its operations subsequent to July 31, 2024 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 other than those described below.
For the period from August 1 through October 03, 2024, the Company issued 68,750 shares of common stock for cash proceeds of $1,375 at a price of $0.02 per share.
| F-12 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
On May 10, 2024, BFBorgers CPA PC resigned as the independent accounting firm of Naploy Corp. (the “Company”) and On May 13, 2024, the Audit Committee and the Board of Directors of the Company appointed Boladale Lawal & Co. as its new independent registered public accounting firm to audit and review the Company’s financial statements.
There was no disagreement on accounting treatment and disclosures.
ITEM 9A(T). CONTROLS AND PROCEDURES.
Management’s Report on Internal Controls over Financial Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer at the time, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of July 31, 2024, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2024, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | The Company does not have an adequate internal control structure or adequate oversight over financial reporting – The Company has only one member of management whom is also the Company’s sole director, therefore the Company lacks adequate segregation of duties. Further, the Company currently has no Audit Committee. While not being legally obligated to have an audit committee, it is management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. Lastly, due to the minimal operations and small size of the Company we have not employed individuals that have the necessary accounting knowledge and expertise to ensure accurate financial reporting under US GAAP. | |
| 2. | The Company lacks appropriate information technology controls – As of July 31, 2024, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2024, based on criteria established in Internal Control- Integrated Framework issued by COSO in 2013.
| 13 |
System of Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
On July 31, 2024, under the supervision and with the participation of our management at the time, an evaluation was conducted of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2024. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting during the annual period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
During the year ended July 31, 2024, 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.
| 14 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
Our executive officers and directors, their names, age, and positions as of the date of this prospectus are as follows:
| Name and Address | Age | Position(s) | ||
| Frederick Sidney Reinhard Arnold | 38 | President, | ||
| 95 Lias Estate Kafe district Abuja, | Chief Financial Officer, | |||
| FCT 900108 | Chief Executive Officer, | |||
| Nigeria | Director |
| Name and Address | Age | Position(s) | ||
| Rafael Angel Ulloa Bonilla | 74 | Director | ||
| 95 Lias Estate Kafe district Abuja, | ||||
| FCT 900108 | ||||
| Nigeria |
Frederick Sidney Reinhard Arnold and Rafael Angel Ulloa Bonilla have been holding the above stated positions since the inception of the Company and the appointment on May 22, 2023, respectively. They are expected to hold them until the next annual meeting of our stockholders. Thereby, Mr. Frederick Sidney Reinhard Arnold and Mr. Rafael Angel Ulloa Bonilla are currently the Officers/Directors and control persons of Naploy Corp.
BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS
Frederick Sidney Reinhard Arnold, Age 38
Mr. Frederick Sidney Reinhard Arnold has served as the Company’s President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on April 6, 2023.
Frederick Sidney Reinhard Arnold, age 37, is entrepreneur and investor. He has been self-employed for the past 5 years, managing several successful businesses in various industries, including technology sector. He is known for his innovative thinking, strategic planning, and exceptional leadership skills. Mr. Arnold has experience of supervising startup projects, participating in business planning courses, and demonstrating a strong commitment to excellence. From 2016 to 2017, Mr. Arnold supervised at the startup company Konlinora Ltd. His approach involved not only imparting knowledge in the field of business management, but also identifying and engaging trainers to further enhance the skill set of aspiring specialists. Mr. Arnold oversaw day-to-day operations, ensuring smooth functioning and coordination within the startup. He also monitored and evaluated the effectiveness of training programs, making adjustments as necessary for optimal results. Also, Mr. Arnold has been involved in business of Suprify Ltd., a startup technological company, from 2019 to 2023. He was a freelance employee and did not work on a daily basis, but he significantly improved the company’s performance as a freelance manager and organizer of trainings for employees. He coordinated staff training and acted as a speaker at trainings for improving the technological aspects of effective task distribution in the team. His entrepreneurial journey reflects a deep understanding of business dynamics, having effectively navigated the intricacies of launching and growing new ventures. With his drive and determination, he has propelled the businesses to great success, and he is now ready to bring his expertise to the Company as its President, Chief Executive Officer, Secretary, Treasurer, and Director.
| 15 |
Rafael Angel Ulloa Bonilla, Age 74
Mr. Rafael Angel Ulloa Bonilla has served as the Company’s Director since his appointment on May 22, 2023.
Rafael Angel Ulloa Bonilla, age 73, has a degree in accounting and finance, attended pre-medical school and has medical degree, showcasing a unique blend of financial acumen and medical insight. He has been working in administrative department of Consultorio del Dr. Edwin Chan hospital for ten years until the 2000s and played a crucial role in coordinating day-to-day activities, optimizing workflow, and ensuring efficiency. For the past 5 years has worked independently, engaging in traditional medical advice and providing his services in his private office called "Acupuncture & herbal medicine cabinet". Committed to holistic well-being, he has attended various medical trainings to enhance his knowledge and offer valuable insights to those seeking alternative healthcare solutions. In addition, he was a part of a group collecting the information for a book on various treatments, from traditional to modern medicine. His reputation is built on his wide experience, ability to think creatively, devise strategic plans, and exhibit outstanding leadership qualities. Through his unwavering dedication and perseverance, he has steered these enterprises towards remarkable achievements. Now, he aims to utilize his extensive expertise as the Director of the Company.
There are no any parent, subsidiary or other affiliates of the Company especially in which any of the directors could have previous occupation.
All the prior track records of the directors experience is not indicative of future success and investors should not rely on previous performance.
To our knowledge, during the last ten years, none of our directors and executive officers has:
| · | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. | |
| · | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. | |
| · | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. | |
| · | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. | |
| · | Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
BOARD AND COMMITTEE MATTERS
The Company does not have a standing nominating committee, compensation committee or audit committee. Instead, the entire Board of Directors shares the responsibility of identifying potential director-nominees to serve on the Board of Directors and performing the functions of an audit committee. The Board believes the engagement of directors in these functions is important at this time in the Company’s development in light of the Company’s recent activities.
| 16 |
ITEM 11. EXECUTIVE COMPENSATION.
MANAGEMENT COMPENSATION
Since inception, we have not paid any compensation to our officers or directors. The tables below summarize all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the year ended July 31, 2024 and the period from our incorporation on April 6, 2023 to July 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||
| Frederick Sidney Reinhard Arnold, | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| President, CEO, CFO | 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| Rafael Angel Ulloa Bonilla, Director | 2024 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||
| 2023 | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information relating to the beneficial ownership of our common stock as of July 31, 2024, by:
| · | each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock; | |
| · | each of our directors; | |
| · | each of our named executive officers; and | |
| · | all directors and executive officers as a group. |
| Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Beneficial Ownership |
| Common Stock | Frederick Sidney Reinhard Arnold 95 Lias Estate Kafe district Abuja, FCT 900108 Nigeria | 2,000,000 shares of common stock | 53.55% |
A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2024. As of July 31, 2024, there were 3,734,620 shares of our common stock issued and outstanding.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
As of April 7, 2023, we have issued 2,000,000 shares of company common stock valued at 0.0001 per share to Frederick Sidney Reinhard Arnold in the capacity of Director of the Company in consideration of $200 to pay company expenses and keep on top of the business development.
As of July 31, 2024, the Company had a loan outstanding with a related party: Mr. Rafael Angel Ulloa Bonilla, our Director, who has given us a loan in the amount of $59,759. The loan is non-interest bearing, due upon demand and unsecured. No principal of this loan has been repaid yet. Loan agreement is filled as an Exhibit 10.1 to this Registration Statement. This Agreement is governed by the laws of the State of Wyoming.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The following is a summary of the fees billed to us by our independent auditors (Boladale Lawal & Co) and our former independent auditors (Mainor Audit Ja Partnerid Oü and BFBorgers CPA PC) for professional services rendered related to the fiscal years ended July 31, 2024 and 2023:
| 2024 | 2023 | |||||||
| Audit Fees | $ | 7,500 | $ | 4,500 | ||||
| Audit Related Fees | – | – | ||||||
| Tax Fees | – | – | ||||||
| All Other Fees | – | – | ||||||
| Total | $ | 7,500 | $ | 4,500 | ||||
Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services in connection with registration statement filings and statutory and regulatory filings or engagements.
Audit-Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”
Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning.
All Other Fees. Consists of fees for products and services other than the services reported above.
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PART IV
ITEM 15. EXHIBITS
The following exhibits are included as part of this report by reference:
ITEM 16. FORM 10-K SUMMARY.
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NAPLOY CORP. | ||
| Dated: October 9, 2024 | By: | /s/ Frederick Sidney Reinhard Arnold |
Name: Title: | Frederick Sidney Reinhard Arnold President, Secretary, | |
| Treasurer, Principal Executive Officer, | ||
| Principal Financial Officer and | ||
| Principal Accounting Officer and Director | ||
| Dated: October 9, 2024 | By: | /s/ Rafael Angel Ulloa Bonilla |
| Name: | Rafael Angel Ulloa Bonilla | |
| Title: | Director | |
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