10-Q 1 mainbody.htm MAINBODY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended September 30, 2012
 
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period to __________
 
Commission File Number: 333-173699

 

Nepia, Inc.
(Exact name of Registrant as specified in its charter)

 

Nevada TBA
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)
 

Tian Bei W. Rd.

Yung Guang Tian Di Ming Xing

Ge, Unit 1503, Shenzhen, China

(Address of principal executive offices)
 
86-075525601615
(Registrant’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
     

 

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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer Accelerated filer [ ] Non-accelerated filer
[X] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,625,000 common shares as of November 2, 2012.

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TABLE OF CONTENTS

 

Page

 
PART I – FINANCIAL INFORMATION
 
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 5
Item 4: Controls and Procedures 6
 
PART II – OTHER INFORMATION
 
Item 1: Legal Proceedings 7
Item 1A: Risk Factors 7
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 7
Item 3: Defaults Upon Senior Securities 7
Item 4: Mine Safety Disclosures 7
Item 5: Other Information 7
Item 6: Exhibits 7
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PART I - FINANCIAL INFORMATION

 

Item 1.      Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1 Balance Sheets as of September 30, 2012 and March 31, 2012 (unaudited);
F-2 Statements of Operations for the three and six months ended September 30, 2012 and 2011 and period from August 9, 2010 (Inception) to September 30, 2012 (unaudited);
F-3 Statements of Cash Flows for the six months ended September 30, 2012 and 2011 and period from August 9, 2010 (Inception) to September 30, 2012 (unaudited); and
F-4 Notes to Financial Statements.

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2012 are not necessarily indicative of the results that can be expected for the full year.

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NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

AS OF SEPTEMBER 30, 2012 AND MARCH 31, 2012

 

   September 30, 2012  March 31, 2012
ASSETS          
Current Assets          
Cash and equivalents  $12,500   $12,500 
Prepaid expenses   0    0 
           
TOTAL ASSETS  $12,500   $12,500 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
Current Liabilities          
Accrued expenses  $5,580   $6,580 
Due to officer   9,000    4,000 
Total Liabilities  $14,580    10,580 
           
Stockholders’ Equity (Deficit)          
Common Stock, $.001 par value, 90,000,000 shares authorized, 2,625,000 shares issued and outstanding   2,625    2,625 
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding   0    0 
Additional paid-in capital   49,875    49,875 
Deficit accumulated during the development stage   (54,580)   (50,580)
Total stockholders’ equity (deficit)   (2,080)   1,920 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $12,500   $12,500 

 

See accompanying notes to financial statements.

F-1

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) TO SEPTEMBER 30, 2012

 

   Three months ended
September 30, 2012
  Three months ended
September 30, 2011
  Six months ended
September 30, 2012
  Six months ended
September 30, 2011
  Period from
August 9, 2010
(Inception) to
September 30, 2012
                
REVENUES  $0   $0   $0   $0   $0 
                          
OPERATING EXPENSES                         
   Organization costs   0    0    0    0    320 
   Professional fees   2,000    2,000    4,000    4,000    54,260 
                          
TOTAL OPERATING EXPENSES   2,000    2,000    4,000    4,000    54,580 
                          
LOSS FROM OPERATIONS   (2,000)   (2,000)   (4,000)   (4,000)   (54,580)
                          
PROVISION FOR INCOME TAXES   0    0    0    0    0 
                          
NET LOSS  $(2,000)  $(2,000)  $(4,000)  $(4,000)  $(54,580)
                          
NET LOSS PER SHARE: BASIC AND DILUTED  $(0.00)  $(0.00)  $(0.00)  $(0.00)     
                          
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED   2,625,000    2,625,000    2,625,000    2,625,000      

 

See accompanying notes to financial statements.

F-2

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

FOR THE PERIOD FROM AUGUST 9, 2010 (INCEPTION) TO SEPTEMBER 30, 2012

 

   Six Months ended
September 30, 2012
  Six Months ended
September 30, 2011
  Period from
August 9, 2010 (Inception) to
September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:               
Net loss for the period  $(4,000)  $(4,000)  $(54,580)
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities               
Changes in operating assets and liabilities:               
(Increase) decrease in prepaid expenses   0    1,000    0 
Increase (decrease) in accrued expenses   (1,000)   0    5,580 
Net Cash Used by Operating Activities   (5,000)   0    (49,000)
                
CASH FLOWS FROM FINANCING ACTIVITIES:               
Increase in due to officer   5,000    0    9,000 
Proceeds from sale of common stock   0    0    52,500 
Net Cash Provided by Financing Activities   5,000    0    61,500 
                
Net Increase (Decrease) in Cash and Cash Equivalents   0    0    12,500 
                
Cash and cash equivalents, beginning of period   12,500    29,811    0 
Cash and cash equivalents, end of period  $12,500   $29,811   $12,500 
                
SUPPLEMENTAL CASH FLOW INFORMATION:               
Interest paid  $0   $0      
Income taxes paid  $0   $0      

 

See accompanying notes to financial statements.

F-3

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

Nepia, Inc. (“Nepia” and the “Company”) is a development stage company and was incorporated in Nevada on August 9, 2010. The Company plans to develop, manufacture, and sell small boilers aimed at farmers primarily in Southeast Asia.

 

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, and there has been no significant revenues there from.

 

Basis of Presentation

The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America and are presented in U.S. dollars. The Company has adopted a March 31 fiscal year end.

 

Cash and Cash Equivalents

Nepia considers all highly liquid investments with maturities of three months or less to be cash equivalents. At September 30, 2012 and March 31, 2012 the Company had $12,500 of unrestricted cash that was being held in an escrow account by its outside attorneys, to be used for future business operations.

 

Fair Value of Financial Instruments

Nepia’s financial instruments consist of cash and cash equivalents, prepaid expenses, accrued expenses and an amount due to an officer. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

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.

 

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.

 

Basic loss per share

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. The Company has not issued any options or warrants or similar securities since inception.

F-4

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Revenue Recognition

The Company will recognize revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

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 and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Recent Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

NOTE 2 – PREPAID EXPENSES

 

Prepaid expenses were $0 as of September 30, 2012 and March 31, 2012.

 

NOTE 3 – ACCRUED EXPENSES

 

Accrued expenses consisted of the following as of September 30, 2012 and March 31, 2012:

 

   September 30, 2012  March 31, 2012
Audit fees  $1,500   $2,500 
Legal fees   2,150    2,150 
Transfer agent fees   1,930    1,930 
Total Accrued Expenses  $5,580   $6,580 

 

NOTE 4 – DUE TO OFFICER

 

An officer has loaned the company funds to help support operations. The amount is unsecured, non-interest bearing and due on demand. The total due to the officer was $9,000 and $4,000 as of September 30, 2012 and March 31, 2012, respectively.

 

NOTE 5 – COMMITMENTS AND CONTINGENCIES

 

Nepia neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

F-5

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

 

NOTE 6 – CAPITAL STOCK

 

The Company has 90,000,000 common shares authorized with a par value of $ 0.001 per share.

 

The Company has 10,000,000 preferred shares authorized with a par value of $ 0.001 per share.

 

At inception, the Company issued 2,625,000 shares of common stock at $0.02 per share for total cash proceeds of $52,500.

 

There were 2,625,000 shares of common stock issued and outstanding as of September 30, 2012 and March 31, 2012.

 

There were 0 shares of preferred stock issued and outstanding as of September 30, 2012 and March 31, 2012.

 

NOTE 7 – INCOME TAXES

 

As of September 30, 2012, the Company had net operating loss carry forwards of approximately $54,580 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The provision for Federal income tax consists of the following for the six months ended September 30, 2012 and 2011:

 

   2012  2011
Federal income tax benefit attributable to:          
Current operations  $1,360   $1,360 
Less: valuation allowance   (1,360)   (1,360)
Net provision for Federal income taxes  $0   $0 

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of September 30, 2012 and March 31, 2012:

 

   September 30, 2012  March 31, 2012
Deferred tax asset attributable to:          
Net operating loss carryover  $18,557   $17,197 
Less: valuation allowance   (18,557)   (17,197)
Net deferred tax asset  $0   $0 

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $54,580 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

F-6

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

 

NOTE 8 – LIQUIDITY AND GOING CONCERN

 

Nepia has limited working capital and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Nepia to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

 

NOTE 9 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2012 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-7

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

Company Overview

 

We are engaged in the business of developing, manufacturing, and selling straw burning boilers specifically for use as energy-efficient heating systems, as well as for cooking. Our product consists of three main components: a straw-burning boiler, pipes for distributing hot water for heating, and a stove-top “burner” for cooking. The boiler uses straw from fields as fuel, generating thermal energy; the pipes with hot water can be used to heat a home, barn, or grain storage unit; and the burner is used to cook food. We are currently in the process of designing and developing our straw-burning boiler prototype at our operations office in China. Our product is not yet ready for commercial sale. We are at the latter stages of the design process on our prototype, but we have designing and testing to accomplish before the final product is ready for commercial sale. We intent to conduct testing at our facility and not through a third party testing company. When we are satisfied that our product will compete effectively in the Chinese Boiler Industry by being the most efficient in terms of heating capability, efficiency, and alternative uses, we intend to begin the manufacture and distribution of our product to home improvement merchants throughout China.

 

Results of Operations for the Three and Six Months Ended September 30, 2012 and 2011, and Period from August 9, 2010 (Date of Inception) until September 30, 2012

 

We generated no revenue for the period from August 9, 2010 (Date of Inception) until September 30, 2012. We are a development stage company and do not anticipate earnings revenues until we are able to manufacture, distribute and sell our products.

 

Our operating expenses during the three months ended September 30, 2012 were $2,000, as compared with $2,000 for the same period ended 2011. Our operating expenses during the six months ended September 30, 2012 were $4,000, as compared with $4,000 for the same period ended 2011. Our operating expenses from August 9, 2010 (Date of Inception) to September 30, 2012 were $54,580. For all periods mentioned, our operating expenses consisted mainly of professional fees.

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We, therefore, recorded a net loss of $2,000 for the three months ended September 30, 2012 as compared with $2,000 for the same period ended 2011. We recorded a net loss of $4,000 for the six months ended September 30, 2012, as compared with $4,000 for the same period ended 2011, and $54,580 for the period from August 9, 2010 (Date of Inception) until September 30, 2012.

 

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to the continued development of our products and the professional fees associated with our becoming a reporting company under the Securities Exchange Act of 1934.

 

Liquidity and Capital Resources

 

As of September 30, 2012, we had total current assets of $12,500. We had total current liabilities of $14,580 as of September 30, 2012. Thus, we had a working capital deficit of $2,080 as of September 30, 2012.

 

Operating activities used $49,000 in cash for the period from August 9, 2010 (Date of Inception) until September 30, 2012. Our net loss of $54,580 accounted for our negative operating cash flow. Financing Activities during the period from August 9, 2010 (Date of Inception) until September 30, 2012 generated $61,500 in cash during the period from the sale of common stock in the amount of $52,500 and officer loans of $9,000.

 

As of September 30, 2012, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Off Balance Sheet Arrangements

 

As of September 30, 2012, there were no off balance sheet arrangements.

 

Going Concern

 

We have negative working capital and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.  

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Item 4.     Controls and Procedures

 

Disclosure Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Li Deng Ke. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2012, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

A material weakness is a deficiency, or a 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. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2012, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

 

Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2013: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the three months ended September 30, 2012 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 formatted in Extensible Business Reporting Language (XBRL).

**Provided herewith

 

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SIGNATURES

 

Pursuant to the requirements 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.

 

Nepia, Inc.
 
Date: November 6, 2012
   
 

By: /s/ Li Deng Ke

Li Deng Ke

Title: Chief Executive Officer and Director

 

 

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