S-1/A 1 neighpart_s1a2.htm AMENDMENT NO. 2 TO FORM S-1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

AMENDMENT 2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NEIGHPART INTERNATIONAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Florida
(State or other jurisdiction of
incorporation or organization)

5047
(Primary Standard Industrial
Classification Code Number)

92-0258518
(I.R.S. Employer
Identification No.)

20301 SW 106^th Ave.

Miami, Florida 33189
Telephone: (305) 439-4139
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Donald R. Keer, Esq.
Counsel
3663 Greenwood Circle

Chalfont, PA 18914

Telephone: (215) 962-9378
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus, dated August __, 2024

PROSPECTUS

Shares

NEIGHPART INTERNATIONAL CORP.

Common Stock

This is NEIGHPART INTERNATIONAL CORP.’s initial public offering. We are selling 100,000,000 shares of our common stock.

We expect the public offering price of our common stock will be between $0.75 and $1.25 per share. Currently, no public market exists for the shares of our common stock. The final offering price of the shares will be established prior to the qualification of this offering statement. All presentations and calculations presented within this offering are based on the midpoint of the minimum and maximum offering price range, $1.00. We have applied to be listed on the otcmarkets.com OTCQB exchange and we have applied for the symbol “NIDV.”

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Summary—Emerging Growth Company.”

Investing in shares of our common stock involves risks. See “Risk Factors” beginning on page 16 of this prospectus for factors you should consider before buying shares of our common stock.

	Per Share		Total
Public offering price	$	1.00	$	100,000,000
Offering Expenses	$	0.01	$	1,000,000
Proceeds, after expenses	$	0.99	$	99,000,000

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. Neither we nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States, neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	2
SUMMARY	3
RISK FACTORS	16
MARKET AND INDUSTRY DATA	34
USE OF PROCEEDS	35
DIVIDEND POLICY	36
CAPITALIZATION	37
DILUTION	38
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
BUSINESS	42
MANAGEMENT	43
EXECUTIVE AND DIRECTOR COMPENSATION	54
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	55
PRINCIPAL STOCKHOLDERS	56
DESCRIPTION OF COMMON STOCK	58
SHARES ELIGIBLE FOR FUTURE SALE	62
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS	64
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

ABOUT THIS PROSPECTUS

Financial Statement Presentation

This prospectus includes certain historical condensed financial and other data for NEIGHPART INTERNATIONAL CORP. (“NEIGHPART INTERNATIONAL CORP.”).

Certain Definitions

As used in this prospectus, “Neighpart,” “NIC,” the “Company,” “we,” “us” and “our” refers to NEIGHPART INTERNATIONAL CORP.

As used in this prospectus, “Class A Common Stock” and “Common Stock” refers to the common voting stock of NEIGHPART INTERNATIONAL CORP.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current views with respect to, among other things, our operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

	•	our ability to obtain reimbursements from Payors, and comply with reimbursement rules and standards of care;
	•	our ability to successfully renegotiate Payor contracts on substantially similar terms;
	•	our ability to comply with changing laws and regulations, and exclusion from federal health care programs for failure to report and return overpayments;
	•	our reliance on relatively few vendors for the majority of our medical equipment and supplies;
	•	our inability to timely scale-up manufacturing of our products and services provided by third parties;
	•	our failure to successfully design, modify and implement technology and other process changes;
	•	our failure to maintain controls and processes over billing and collections;
	•	our failure to attract and retain key members of senior management and other skilled labor;
	•	our ability to address the market opportunity in the healthcare sector, as well as the total market opportunity;
	•	our ability to maintain regulatory approval for our products and services;
	•	regulatory developments in the HME industry in the United States;
	•	our ability to address the needs of our existing and potential patients with home healthcare products and services;
	•	the success of competing products that are or may become available;
	•	our financial performance;
	•	our competitive position;
	•	the size and growth of the markets for our products and our ability to serve those markets;
	•	our plans and expected potential benefits of acquisitions and our ability to identify suitable acquisition opportunities and effectively integrate acquired businesses in a cost-effective manner;
	•	our expectations regarding our ability to obtain and maintain intellectual property protection for our products and related technologies;
	•	our capital requirements, the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
	•	our ability to generate revenue and obtain funding for our operations, including funding necessary to complete further development of our current and future products;
	•	the impact of the COVID-19 pandemic on our business, financial condition and results of operations and our response to it;
	•	our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and
	•	our anticipated use of our existing resources and the proceeds from this offering.

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or will occur. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors.” These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements. These forward-looking statements speak only as of the date of this prospectus and we undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider before investing in shares of our common stock. You should read this entire prospectus carefully, including the section entitled “Risk Factors,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes thereto included elsewhere in this prospectus, before you decide to invest in shares of our common stock.

Neighpart International Corporation

Neighpart International Corporation (“NIC” or the “Company”) was founded in 2019 as the first act of internationalization of the NIC Group (previously also known as CEB), as the group of companies operating in the Republic of Paraguay is colloquially known, whose majority shareholder is Mr. Claudio A. Escobar.

Neighpart International, Corp (“NIC”) is a “holding company” located in the State of Florida, whose main objective is to incorporate companies, as well as to identify possible expansion opportunities within the parameters defined by the Board of Directors.

During the first three years of activity, NIC was able to identify and provide the other companies of the NIC Group (previously also known as CEB) with a variety of products and services that allowed them to position themselves in a strong position in the target market (the Republic of Paraguay). NIC identified and provided to Neighpart S.A, the Republic of Paraguay operating partner: (i) oxygen generating equipment, (ii) medical equipment, (iii) modular operating rooms and components, (iii) oxygen compressors, and (iv) diesel power electric generators. According to management’s vision, in a world where technology is concentrated in a few countries and market knowledge in places like Paraguay, involving world-renowned suppliers, on a relatively small scale, is one of the most significant achievements for NIC.

The following graph shows the increasing financial strength of NIC:

NIC has executed a distribution agreement with Comitas Telesalud S.A., a Spaniard company, that developed an advanced telemedicine equipment. The distribution agreement grants NIC the exclusive distribution and manufacturing rights of the telemedicine equipment for the Argentina, Brazil and Paraguay markets. This distribution agreement makes NIC the leader in telemedicine technology in the region. To create synergy with the telemedicine technology NIC is in negotiations for the acquisition of an alternative energy company with advanced electrical storage capacity, Kaizen Energy S.A.E.C.A. , the Paraguayan partner, Neighpart, S.A. a medical equipment and hospital infrastructure provider and a specialty cleaning and sanitization company, Cevima, S.A., all companies based in the Republic of Paraguay with solid business models and extremely interesting perspectives for synergy in the Paraguayan healthcare industry.

Kaizen Energy S.A.E.C.A: this is Public Limited Company, qualified for the issuance of shares or debt securities, traded through the Stock Exchange registered in the Paraguayan stock market. Is a new company acting in the solar energy industry, with the support from Huawei limited to solar energy products and services, and Longi Solar Technology.

Neighpart S.A, is a long-time healthcare provider for : (i) oxygen plants, (ii) medical equipment, (iii) modular operating rooms and its parts, (iii) oxygen compressors, (iv) diesel power electric generator, among others, for the private and especially the governmental sector in Paraguay, mostly of the operation is based on national or sometime may be international tenders, then the level of services and products awarded is a clear example of the high-quality products and reliability on the installation and operational capabilities Neighpart S.A, has demonstrated for several years, so far.

Cevima S.A. is also a long-time maintenance, cleaning, and related service provider for the private but especially the government sector in Paraguay. The services provided are awarded under national tenders, competing with other qualified companies in that industry.

As part of NIC’s continued expansion the company plans to pursue partnerships or acquisitions for the ability to import intellectual property, business operations and trade secrets into Paraguay to improve the healthcare system.

NIC will either own 100% of the subsidiaries or at least a 51% interest in any joint ventures or partnerships. Each subsidiary and joint venture has its own management that is responsible for the day-to-day business. The management of NIC is responsible for supervising the operation of the subsidiaries and taking advantage of the synergies between the different operations.

All acquisitions will have a PCAOB audit report prepared for the prior two years before the acquisition is consummated.

IMPLEMENTATION PLAN

NIC is the parent holding company for the acquisitions and partnership ventures within Paraguay. Each subsidiary and joint venture has its own management that is responsible for the day-to-day business. The holding company management is responsible for supervising the operation of the subsidiaries and taking advantage of the synergies.

Since its creation, NIC´s activity has made it possible to introduce technologies and operational improvements to the medical infrastructure of the Republic of Paraguay. As an example, NIC provided oxygen generating equipment to Neighpart S.A., which had the ability to have the equipment installed in hospital units in Paraguay. In this way oxygen tubes, which were the obsolete and unreliable, were replaced. NIC will continue to introduce other technologies such as modular operating rooms to reduce sepsis, improve cleaning and sterilization and continuous power supplies.

The acquisition of Neighpart S.A., Cevina S.A., and Kaizen Energy S.A.E.C.A. will be complete after the qualification of this offering.

Neighpart’s initial objective is to grow its operations throughout Paraguay then South America and the Caribbean Islands then further expanding affordable healthcare support components to countries that could benefit from the reliability, convenience and lower cost.

Once the acquisitions are complete, NIC will provide strong financials to provide cashflow for growth and expansion and dividends to its shareholders. The following table shows individual and consolidated financials for the parent company (NIC), the Energy Company, the Pharmacy Company and the Sanitization Company as a projection of the potential financial performance of the consolidated operations.

REPUBLIC OF PARAGUAY, THE COUNTRY AND INDUSTRY OVERVIEW

NIC’s business plan is to focus on development and improvement of healthcare services and infrastructure. The key considerations of our investors should be the general Republic of Paraguay outlook, the nature of the healthcare industry in Paraguay and the weaknesses of the electrical infrastructure that affect the reliability of the country’s healthcare industry.

Republic of Paraguay Outlook: In view of our direct relationship with the market of the Republic of Paraguay, we consider it necessary to make a brief reference of the situation of said country and, then, speak about the health industry that, in these first stages, is the target market of NIC and its customers.

Sound macroeconomic policies have benefited Paraguay’s economy over the past two decades. From 2004 to 2019, Paraguay grew faster, recorded smaller fiscal deficits, and borrowed less than its peer countries. Much of this growth reflected favourable terms of trade that supported agriculture and hydropower exports, but institutional reforms such as the inflation targeting mechanism and fiscal responsibility legislation (FRL) helped to safeguard macro stability and sustain growth.

The Paraguayan government publicly encourages private foreign investment, but U.S. companies often struggle with practices that inhibit or slow their activities. Paraguay guarantees equal treatment of foreign investors and permits full repatriation of capital and profits. Paraguay has historically maintained the lowest tax burden in the Latin American region, with a 10 percent corporate tax rate and a 10 percent value added tax (VAT) on most goods and services.

The Ministry of Industry and Commerce (MIC) signed in February 2021 an MOU with the Ministry of Justice to strengthen the rule of law and provide additional legal security to foreign investments in the country. Foreign and domestic private entities may establish and own business enterprises. Foreign businesses are not legally required to be associated with Paraguayan nationals for investment purposes, though this is strongly recommended on an unofficial basis, by national authorities. There is no restriction on repatriation of capital and profits. Private entities may freely establish, acquire, and dispose of business interests.

Under the Investment Incentive Law (60/90) and the maquila program, the government has an approval mechanism for foreign investments that seeks to estimate the proposed investment’s economic impact in areas including employment, incorporation of new technologies, and economic diversification.

Paraguay has a floating exchange rate. Because of close ties to its two big neighbours in the Mercosur, the Paraguayan currency (Guaraní) depends on economic development and currency rates (measured against the U.S. dollar) in Paraguay and Brazil. The central bank (Banco Central del Paraguay, BCP) coordinates monetary policy, taking into account the baseline of government economic policy. The BCP’s independence from political pressures has been strengthened over time. It is now relatively autonomous in its decisions.

Healthcare in Paraguay: In recent years, Paraguay has improved its infant mortality rate, healthcare facility spending and health care resources. Yet, there is still much to do to improve healthcare in Paraguay. Here are seven ways the Paraguayan government is working to improve healthcare in Paraguay.

1.Paraguay has far fewer healthcare workers than needed to provide adequate care for patients in rural areas. In fact, 70% of healthcare workers are allocated in the city of Asunción despite only 30% of the population living in that area.

2.The World Bank approved a loan to Paraguay to help improve its healthcare structure. In May of 2019, the World Bank approved a $115 million loan to allow Paraguay to develop health treatments for mothers, new-born children and people who suffer from chronic health conditions. With the help of this loan, the quality of healthcare will increase in Paraguay in the coming years.

3.The current life expectancy for people in Paraguay is 74.1 years. In 1990, the life expectancy in Paraguay was 68.5 years. Innovations in medicine, an increase in healthcare spending and resources have all contributed to the increase in the Paraguayan life expectancy. Although Paraguay has increased its life expectancy in the last 30 years, the country still has a long way to go to meet the life expectancy of more developed nations.

4.The average amount spent on healthcare per capita in Paraguay is cause for great concern. In 2017, the average healthcare spending per capita for one year was $381. This number is a fraction of what developed nations spend on healthcare. As middle and lower-income Paraguayans do not have the financial resources to pay for healthcare, they do not go to doctors or hospitals unless it is necessary. Lack of doctor visits and preventative care will cause further health issues and the onset of chronic health conditions for Paraguayans in the future.

5.Paraguay has very few hospital beds compared to the beds needed to care for the sick population. Paraguay has about one hospital bed per 1000 people, which is almost a third of the hospital beds the United States has. Having enough hospital beds is essential to caring for the vulnerable population, especially during the COVID-19 pandemic. Because of the COVID-19 pandemic, Paraguay is in urgent need of more hospitals. Paraguay is building contingent hospitals to help care for more sick patients, but these hospitals will only help with the hospital bed shortage in the short term.

6.Paraguay still has a relevantly high infant mortality rate. As of 2019, the infant mortality rate in Paraguay was 16.6 infant deaths per 1000 live births. This is almost three times the infant mortality rate of the United States. Most of the infants died of diseases such as pneumonia, the flu and diarrheal diseases.

7.Paraguay does not have sufficient mental health resources. In Paraguay, there are only two mental health hospitals, no mental healthcare plan for adolescents and no stand-alone laws for mental health issues. Currently, 908,117 people in Paraguay suffer from mental health issues. To help the mentally ill population, Paraguay needs more resources to finance more mental health institutions. Paraguay also needs to create mental health plans and institute laws to help the mentally ill.

Overall, Paraguay has made many improvements over the years, including infant mortality rate, healthcare spending and resources. However, Paraguay is still far from being caught up with higher-income nations. With the help of foreign aid and instituting more health care policies, Paraguay may develop a stronger healthcare system.

The Paraguayan Energy Infrastructure: Paraguay is one of the world’s largest exporters of electricity. The Country consumes only 16% of the electricity it produces; the rest is exported as a commodity to countries such as Brazil. This energy is sold at lower than the market price due to international agreements.

Despite generating and exporting a great deal of hydroelectricity, Paraguay heavily relies on biomass for domestic consumption. “Wood from forest plantations and native forests supplies 51% of households for cooking,” explains Guillermo Achucarro, an environmental engineer specializing in climate change. “The remainder is used by agricultural industries, which find it cheaper to use firewood than to pay for electricity.”

Although Paraguay’s domestic demand is mostly supplied by biomass, the generation capacity of the country’s three hydroelectric plants – Acaray, Yacyretá and Itaipú – has been considerably impacted by two consecutive years of historic drought along the Paraná River, on which all three are located. Due to the low flow, little water has reached the reservoirs of the three power plants, which has considerably reduced production.

The vast majority of Paraguayans believes that, faced with constant power cuts, they will have no choice but to buy a generator. Disadvantages include noise, pollution, and fuel consumption, but they have no choice. They cannot rely on the current quality of service: their income depends on it. A lack of adequate infrastructure is compounded by an energy mix that fails to take advantage of renewable energy sources and the advance of the climate crisis, which promises to exacerbate the problems. In the not-too-distant future, one of the world’s largest energy exporters may not be able to turn on the lights.

The electrical infrastructure short comings lead to rolling blackouts which include healthcare facilities. NIC has identified improvement of the electrical infrastructure surrounding the healthcare industry as an opportunity for operational improvement and generating profits.

Financial Performance Summary

For the year ended December 31, 2023, we generated $3,802,754 of revenue, with a $1,004,000 in net profit.

For the first quarter, three months ended March 31, 2024, we generated $445,000 of revenue, with a net income loss of $79,460.

SUMMARY OF THE OFFER

Securities offered		Class A Common Stock

Class A Stock Common outstanding before the Offering		15,744,000 shares of Class A Common Stock

Class A Stock Common offered		100,000,000 shares of Class A Common Stock

Class A Stock Common outstanding after the Offering, assuming full subscription		115,744,000 shares Class A Common Stock
Share Price		$1 per share

Minimum Investment		$50,000

Use of Proceeds

Eighty percent or more of the Shares created from this Offering will be used to complete the acquisition and development of Neighpart International Corp.’s targets with the remaining shares being offered to the market for operational expenses. See “Use of Proceeds to Issuer” section of this Offering Circular.

RISK FACTORS

An investment in shares of our common stock involves substantial risks and uncertainties that may adversely affect our business, results of operations and financial condition. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the section titled “Risk Factors” immediately following this prospectus summary in deciding whether to invest in our common stock. These risks include, among others, the following:

RISKS RELATING TO PARAGUAY:

As of the date of this registration statement, the majority of our operations, property and sales are located in Paraguay. As a result, the quality of our assets, our financial condition and the results of our operations are dependent upon the macroeconomic, regulatory, social and political conditions prevailing in Paraguay from time to time. These conditions include growth rates, inflation rates, exchange rates, taxes, foreign exchange controls, changes to interest rates, changes to government policies, social instability, and other political, economic or international developments either taking place in, or otherwise affecting, Paraguay.

Summary of Risk Factors:

Any Future Economic and political instability in Paraguay may adversely and materially affect our business, results of operations and financial condition.

Due to the Company’s operations in Paraguay, the Company is exposed to the risk of changes in foreign exchange rates.

The Paraguayan economy could be adversely affected by economic developments in other global markets.

Restrictions on the supply of energy could negatively affect Paraguay’s economy.

We are exposed to risks in relation to compliance with foreign and domestic anti-corruption and anti-bribery laws and regulations.

U.S. companies often struggle with practices that inhibit or slow their activities within Paraguay

We have limited operating history and face many of the risks and difficulties which are frequently encountered by companies in the developmental stage. Our limited operating history may make evaluating our prospects difficult.

We have very limited financial resources. We have included a note to our financial statements expressing substantial doubt about our ability to continue as a going concern.

We do not currently have a fully developed marketing plan, and as such we may not generate as much revenue as we anticipate.

Our business and marketing plans may be unsuccessful, which means that we may not be able to continue operations as a going concern.

We will incur increased costs as a result of being a public company. These costs will adversely impact our results of operations.

We have not established disclosure controls and procedures and controls over financial reporting. Without these controls, we may not accurately account for our financial transactions and report material transactions on a timely basis.

If inflation increases significantly the results of operations, financial condition and prospects could be materially and adversely affected.

Currency exchange rate fluctuations may increase our costs.

If you invest in our stock, your investment may be disadvantaged by future funding, if we need and are able to obtain it.

Voting control by management means it is unlikely you and other stockholders will be able to elect our directors and you will have little influence over our management.

If Claudio Escobar, our sole director and officer were leave the company prior to securing suitable replacements, we will be left without management and our business operations might need to be suspended or cease entirely all together.

If we are unable to effectively manage our growth, our ability to implement our business strategy and our operating results will likely be materially adversely affected.

If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.

We will engage in a highly competitive and sophisticated market in which we have limited prior experience. If we are unable to compete successfully in our market place, our business may fail or be less successful.

Security and privacy breaches in our digital marketing platform may expose us to additional liability and result in the loss of customers, either of which events could harm our business and cause our stock price to decline.

We could incur substantial losses from employee fraud and, as a result, our business would suffer.

Our digital platform might be used for illegal or improper purposes, which could expose us to additional liability and harm our business.

We may experience breakdowns in our digital platform that could damage customer relations and expose us to liability, which could affect adversely our ability to become profitable.

We may not protect our proprietary technology effectively, which would allow competitors to duplicate our digital platform. This would make it more difficult for us to compete with them.

Shares sold by the selling shareholders may limit the amount of proceeds raised in the primary offering

You may find it difficult to sell our shares because there is no public market for our shares and you have no assurance a public market will develop.

“Penny stock” rules may make buying and selling our common stock difficult.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We may not eligible quoted on OTCQB marketplace.

We do not currently have invention assignment agreements with all of our employees. If we are unable to protect the confidentiality of our other proprietary information, our business and competitive position may be harmed.

We rely on, and in the future we may rely on, third-party contractors and components for certain of our technology, software, information systems and products and our disaster recovery plan.

Unexpected changes in vendor payment terms may weaken our financial position.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our capitation arrangement may prove unprofitable if actual utilization rates exceed our assumptions.

We are highly dependent upon senior management; our failure to attract and retain key members of senior management could have a material adverse effect on us.

Limitations on the availability of capital or other financing sources on reasonable terms, as well as losses due to existing bad or uncollectible debts, could have an adverse impact on our business, results of operations, financial condition and prospects.

Changes in tax laws may adversely affect us, and the Internal Revenue Service or a court may disagree with tax positions taken by us, which may result in adverse effects on our financial condition or the value of our common stock.

Natural disasters or other catastrophic events could materially disrupt and have a negative effect on our business, results of operations, financial condition and prospects.

There has been no prior public market for our common stock and there may not be an active trading market for shares of our common stock following this offering, which may cause shares of our common stock to trade at a discount from their initial offering price and make it difficult to sell the shares of common stock you purchase.

The market price of shares of our common stock may be volatile or may decline and our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations and could cause the value of your investment to decline.

We are a holding company with no operations of our own and we are accordingly dependent upon distributions from our subsidiaries to pay taxes and pay dividends.

If securities or industry analysts do not publish research or reports about our business, or if they downgrade their recommendations regarding our common stock, our stock price and trading volume could decline.

Investors in this offering will suffer immediate and substantial dilution.

You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

Participation in this offering by our existing stockholders and their affiliated entities may reduce the public float for our common stock.

Each of our Principal Stockholders and their affiliates control us and their individual interests may conflict with ours or yours in the future.

A significant portion of our total outstanding shares is and will be restricted from immediate resale following this offering, but if we or our pre-IPO owners sell additional shares of our common stock in the near future or are perceived by the public markets as intending to sell them, the market price of our common stock could decline significantly.

Because we have no current plans to pay dividends on our common stock following this offering, you may not receive any return on your investment unless you sell your common stock for a price greater than that which you paid for it.

Our management may spend the proceeds of this offering in ways with which you may disagree or that may not be profitable.

We could be subject to securities class action litigation.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits, make it more difficult to run our business or divert management’s attention from our business.

Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and the market price of the common stock.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

Anti-takeover provisions in our organizational documents and Florida law might discourage or delay acquisition attempts for us that you might consider favourable.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Florida and the federal district courts of the United States of America as the sole and exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favourable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.

Please see “Risk Factors” for a discussion of these and other factors you should consider before making an investment in shares of our common stock.

OUR ORGANIZATIONAL STRUCTURE

The following diagram depicts our organizational structure and equity ownership at the current time. This diagram is provided for illustrative purposes only and does not show all of our legal entities or ownership percentages of these entities:

After the completion of this offering, assuming full subscription to the Offering, our Principal Stockholders will beneficially own 12.4% of our outstanding common stock and acquisition shareholders and public stockholders will own 87.6% of our outstanding common stock assuming a fully subscribed offering price of $1.00 per share of common stock, which is the midpoint of the range on the cover of this prospectus. See “Principal Stockholders.” Mr. Claudio A. Escobar currently holds 100% of the Series A Preferred Shares which provide for voting control over the operations of the Company.

In connection with this offering we intend to enter into (i) a stockholders governance agreement with our Principal Stockholders to provide for certain corporate governance matters and (ii) an amended and restated registration rights agreement which will provide the pre-IPO stockholders demand registration rights and customary “piggyback” registration rights. See the section titled “Description of Common Stock—Registration Rights” for a description of these registration rights.

EMERGING GROWTH COMPANY

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise generally applicable to public companies. These reduced reporting requirements include:

•

the requirement to present only two years of audited financial statements and only two years of related management’s discussion and analysis in this prospectus;

•

the ability to elect to delay compliance with new or revised accounting standards until they are made applicable to private companies;

•

an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

•

reduced disclosure about our executive compensation arrangements; and

•

an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or shareholder approval of any golden parachute arrangements.

We may take advantage of these provisions until we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (ii) the date we qualify as a large accelerated filer, which would occur as of the last day of the fiscal year in which we have been subject to SEC reporting requirements for at least 12 months, we have filed at least one Annual Report on Form 10-K, and we have at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year; (iii) the date on which we have, in any three-year period, issued more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the listing of our common stock on Nasdaq. We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

The JOBS Act permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our consolidated financial statements may not be comparable to the financial statements of companies that comply with new or revised accounting pronouncements as of public company effective dates.

For certain risks related to our status as an emerging growth company, see the section titled “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.”

Corporate Information

NEIGHPART INTERNATIONAL CORP. was incorporated in Florida on August 22, 2022 as a conversion of Neighpart International, LLC which was registered in Florida on June 4, 2019. Our principal executive offices are located at 20301 SW 106th Ave, Miami, Florida 33189 and our telephone number is (305) 439-4139.

Our website address is https://nic-usa.net/. The information on, or that can be accessed through, our website is not part of this prospectus and is not incorporated by reference herein. We have included our website address as an inactive textual reference only.

THE OFFERING

Common stock offered by us:

The Company is qualifying 100,000,000 shares of Class A Common Stock under this Offering Statement.

Common stock outstanding immediately after this offering

The Company has authorized with the State of Florida up to 980,000,000 shares of Common Stock at a par value of $0.001 and 20,000,000 shares of Preferred “Blank Check” Shares at a par value of $0.001. The Company currently has 15,744,000 Common Shares issued and outstanding and 1,000,000 of preferred shares issued and outstanding in the form of Series A Preferred Shares. Upon full subscription to this Offering the Company will have 115,744,000. See “Our Organizational Structure.”

Use of proceeds

We intend to use approximately eighty percent (80%) of the shares authorized under this offering to acquire targeted operating companies. The remaining twenty percent (20%) have an estimated net proceeds to us from the sale of these common shares in this offering will be approximately $19 million, based on the public offering price of $1.00 per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We currently intend to use the net proceeds from this offering, together with our existing cash and cash equivalents, to (i) repay all amounts outstanding under the Neighpart Healthcare Holdings Credit Facility, listed on the Balance Sheet as “Shareholders’ Loan”, and (ii) for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds from this offering for the acquisition of other businesses or other assets that we believe are complementary to our own. Our Principal Stockholders and/or their respective affiliates are lenders under the Neighpart Healthcare Holdings Credit Facility and therefore will receive a portion of the net proceeds to us from the offering. See “Use of Proceeds” for additional information.

Risk factors

Investing in shares of our common stock involves risks. See “Risk Factors” for a discussion of risks you should carefully consider before deciding to invest in our common stock.

Proposed Trading Symbol

“NIDV”

Summary of Consolidated Financial and Other Data

The following tables summarize, for the periods and as of the dates indicated, our consolidated financial data. We have derived the summary consolidated statements of operations data for the years ended December 31, 2021 and 2022 and the nine months ending September 30, 2023 (unaudited) and the summary consolidated balance sheet data as of December 31, 2021 and 2022 and the nine months ending September 30, 2023 (unaudited) from our audited consolidated financial statements included elsewhere in this prospectus.

Any unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of our management, reflect all normal recurring adjustments necessary for the fair statement of our consolidated results for these periods. The results for any interim period are not necessarily indicative of the results that may be expected for the full year. Our historical results are not necessarily indicative of the results expected for any future period.

You should read the summary consolidated financial data below, together with the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus, as well as “Selected Consolidated Financial and Other Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the other financial information included elsewhere in this prospectus.

	Year Ended December 31,					Three Months Ending March 31,
	2022			2023		2024
Summary Statement of Operations Data:
REVENUES	$	1,866,355		$	3,802,754	$	445,000
COST OF SALES		1,850,098			2,602,755		434,157
GROSS PROFIT		16,258			1,199,999		10,843
General and Administrative expenses		347,303			192,285		89,991
Board Member Fees		(6,621	)		3,749		312
Total operating expense		340,682			196,034		90,303
Profit (Loss) from operations		(324,425	)		1,003,965		(79,460	)

OTHER INCOME (EXPENSES)
Write-off		25,771			–		–
Interest Income		–			–		–
Other Operational Income		90			35		–
Management Income		–			–		–
Total other income (expense)		25,861			35		–

Income (Loss) from continuing operations		(298,563	)		1,004,000		(79,460	)

NET INCOME (LOSS)	$	(298,563	)	$	1,004,000	$	(79,460	)

Net income (loss) per share applicable to common stockholders - basic	$	(2.11	)	$	0.07	$	(0.01	)
Net income (loss) per share applicable to common stockholders - diluted	$	(2.11	)	$	0.07	$	(0.01	)
Weighted average shares outstanding:
Basic and diluted (1)		141,435			14,144,000		15,744,000

(1)

Net income per share represents net income divided by the common shares issued and outstanding.

RISK FACTORS

An investment in shares of our common stock involves risks. You should carefully consider the following information about these risks, together with the other information contained in this prospectus, before investing in shares of our common stock. If any of the following risks occur, our business, results of operations, financial condition and future growth prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Special Note Regarding Forward-Looking Statements.”

RISKS RELATING TO PARAGUAY

Any Future Economic and political instability in Paraguay may adversely and materially affect our business, results of operations and financial condition.

At the current time Paraguay is a multi-party, constitutional republic and holds elections by popular vote. Democracy was restored in 1989 and the National Constitution was approved in 1992. The President is elected for a 5-year term and cannot hold office a second time. The presidential elections were held in April 2023 and Santiago Pena, a member of the Colorado Party, was elected promising to pursue an ambitious domestic reform agenda and fight corruption. The Colorado party has a majority in both houses of parliament but its various factions can operate against the president’s laws and hinder government projects. Corruption, contraband and weak judicial security are the main impediments. Poor infrastructure, particularly decent paved roads, is a major block to growth.

According to the World Bank Paraguay is one of the countries that was best able to cope with the COVID-19 pandemic due to its stability and macroeconomic discipline. However, it has increased its debt to 35.5% of GDP in 2021 and has enormous challenges in improving its human capital indices. Sound macroeconomic policies have benefited Paraguay’s economy over the past two decades. Between 2003 and 2019, Paraguay averaged 4.1% growth, while maintaining low public and external debt, and low and stable inflation.

Rates of poverty have declined with nearly 1 million Paraguayans lifted out of poverty since 2011 but levels of extreme poverty have risen. Most of this is a result of high rates of economic growth and job creation, rather than targeted anti-poverty programmes. Low levels of inflation during this period helped.

In the last edition of the Doing Business Report (PDF, 1,957KB), Paraguay was ranked 125 out of 190 countries in its Ease of Doing Business Ranking. According to the World Economic Forum’s Global Competitiveness Report for 2019, Paraguay ranked 97 out of 141 countries. Paraguay was noted as one of the most profitable countries in Latin America according to the President of the Inter-American Development Bank, Mauricio Claver-Carone. Companies should expect a return in the medium to long term, working with patience in an economy that is still developing but with huge potential.

Paraguay has abundant natural resources. Around 70% of Paraguay’s population is under 40 years old. The country has 100% renewable electricity production through its hydroelectric dams. In December 2016 the Itaipu Dam established a new world record in annual generation. Prices of labour and energy are competitive.

The operating environment in Paraguay continues to be a challenging business environment, including the continuing significant devaluation of Paraguay’s currency, high inflation and economic recession. Volatility and declines in the exchange rate are expected in the future, which could have an adverse impact on our Argentine revenues, net earnings, cash flows and net monetary asset position.

At the current time the political climate is stable but any instability or changes in government could affect our ability to execute our business plan.

Due to the Company’s operations in Paraguay, the Company is exposed to the risk of changes in foreign exchange rates.

Due to the international nature of Neighpart’s business, movements in foreign exchange rates may impact the consolidated statements of operations, consolidated balance sheets and cash flows of the Company. Since almost all of the Company’s sales are located in Paraguay, the Company’s consolidated net sales are impacted negatively by the strengthening or positively by the weakening of the U.S. dollar as compared to Paraguay’s currencies. Additionally, movements in the foreign exchange rates may unfavourably or favourably impact the Company’s results of operations, financial condition and liquidity. The Paraguayan currency, the Guarani, has recently passed its 70th anniversary having survived a number of difficult times without strong devaluations. Exchange rates in Paraguay are relatively stable and predictable.

The Paraguayan economy could be adversely affected by economic developments in other global markets.

Financial and securities markets in Paraguay are influenced, to varying degrees, by economic and market conditions in other global markets. Although economic conditions vary from country to country, investors’ perception of the events occurring in one country may substantially affect capital flows into other countries. Lower capital inflows and declining securities prices negatively affect the real economy of a country through higher interest rates or currency volatility.

In addition, Paraguay is also affected by the economic conditions of major trade partners, such as Brazil and/or countries that have influence over world economic cycles, such as the United States. If interest rates rise significantly in developed economies, including the United States, Paraguay and other emerging market economies could find it more difficult and expensive to borrow capital and refinance existing debt, which would negatively affect their economic growth. In addition, if these developing countries, which are also Paraguay’s trade partners, fall into a recession the Paraguayan economy would be affected by a decrease in exports. All of these factors would have a negative impact on us, our business, operations, financial condition and prospects.

Restrictions on the supply of energy could negatively affect Paraguay’s economy.

As a result of a prolonged recession, and the forced conversion into pesos and subsequent freeze of gas and electricity tariffs in Paraguay, there has been a lack of investment in gas and electricity supply and transport capacity in Paraguay in recent years. At the same time, demand for natural gas and electricity has increased substantially, driven by a recovery in economic conditions and price constraints, which has prompted the government to adopt a series of measures that have resulted in industry shortages and/or cost increases. In 2017, the government increased the tariffs on electricity and gas hoping to spur an increase in domestic energy production which increased the cost for these utilities for citizens. Scheduled increases in electricity tariffs in May and August 2019 were cancelled and the government committed to no further gas tariff increases in 2019.

The federal government has been taking a number of measures, including the tariff increase, to alleviate the short-term impact of energy shortages on residential and industrial users. If these measures prove to be insufficient, or if the investment that is required to increase natural gas production and transportation capacity and energy generation and transportation capacity over the medium-and long-term fails to materialize on a timely basis, economic activity in Paraguay could be limited, which could have a significant adverse effect on our business.

We are exposed to risks in relation to compliance with foreign and domestic anti-corruption and anti-bribery laws and regulations.

Our operations are subject to various foreign and domestic anti-corruption and anti-bribery laws and regulations, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). The FCPA impose liability against companies who engage in bribery of government officials, either directly or through intermediaries.

Although we have internal policies and procedures designed to ensure compliance with applicable anti-corruption and anti-bribery laws and regulations, there can be no assurance that such policies and procedures will be sufficient. Violations of anti-corruption laws and sanctions regulations could lead to financial penalties being imposed on us, limits being placed on our activities, our authorizations and licenses being revoked, damage to our reputation and other consequences that could have a material adverse effect on our business, results of operations and financial condition. Further, litigation or investigations relating to alleged or suspected violations of anti-corruption laws and sanctions regulations could be costly.

U.S. companies often struggle with practices that inhibit or slow their activities within Paraguay.

We are positioned to work around local business practices which could inhibit our success due to our local management and corporate operations.

RISKS RELATED TO OUR CORPORATION:

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our client base. In addition, we also face many of the risks and difficulties inherent in introducing our services. Our future will depend on our ability to bring our service to the market place and society, which requires proper and organized planning of providing a platform that is able to offer viable business solution, growth model and corporate development to the members in order to assist in their companies’ growth and expansion as well as increase every member’s loyalty towards the Company. The results of our operations can also be affected by our ability to enhance our services or to deliver consistent high-quality services to increase our competitive presence.

We have very limited financial resources. We have included a note to our financial statements expressing substantial doubt about our ability to continue as a going concern.

Lack of resources causes substantial doubt about our ability to continue as a going concern. You have no assurance that we will obtain necessary financing and, if we do, generate sufficient revenue or to become or to continue as a going concern.

We do not currently have a fully developed marketing plan, and as such we may not generate as much revenue as we anticipate.

Presently, we do not have a definitive marketing plan to acquire customers. It will take us time to develop a concrete marketing plan, and in the interim we will likely not be generating significant revenue or, in a worst-case scenario, any revenue at all.

Our business and marketing plans may be unsuccessful, which means that we may not be able to continue operations as a going concern.

Our ability to continue as a going concern is dependent upon our generating cash flow that is sufficient to fund operations or finding adequate investment or borrowed capital to support our operations. To date we have relied entirely on equity financing from our shareholders to fund our operations. Our business and marketing plans may not be successful in achieving a sustainable business and generating revenues. We have no arrangements in place for sufficient financing to be able to fully implement our business plan. If we are unable to continue as planned currently, we may have to curtail some or all of our business plan and operations. In such case, investors will lose all or a portion of their investment.

We will incur increased costs as a result of being a public company. These costs will adversely impact our results of operations.

As a public company, we will incur significant legal, accounting and other expenses that a private company does not incur. We estimate these expenses at $100,000 per year. At the date of this prospectus, we do not have the financial resources to absorb these expenses. Even though the Jumpstart Our Business Startups Act (JOBS Act) has as a purpose reducing the cost for some newly reporting issuers, we are uncertain whether the JOBS Act will apply to us and, if it does, the amount of cost reduction we can expect. The Sarbanes-Oxley Act of 2002 (SOX) and related rules resulted in an increase in costs of maintaining compliance with the public reporting requirements, as well as making it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance.

The Sarbanes-Oxley Act of 2002 (SOX) requires public companies to establish disclosure controls and procedures and controls over financial reporting and to periodically assess the effectiveness of the controls and procedures. Establishing and maintaining these controls and procedures is expensive. Satisfying the criteria for adequate controls and procedures is especially difficult for small public companies, such as we are, because limited personnel must perform tasks which should be divided among a greater number of personnel to achieve checks and balances. Without adequate controls and procedures, and periodically assessing the effectiveness of controls and procedures we do establish, you have no assurance that we will timely and accurately report financial and other material information to the public securities markets. Such failures may result in errors in our reports. And, the prospect of such failures and errors due to weaknesses in our controls and procedures may diminish the credibility of our reports filed under the Securities Exchange Act of 1934.

If inflation increases significantly the results of operations, financial condition and prospects could be materially and adversely affected.

Should inflation in South American countries, including Paraguay, increase significantly, our costs, including our staff costs are expected to increase. Furthermore, high inflation rates could have an adverse effect on the countries’ economic growth, business climate and dampen consumer purchasing power. As a result, a high inflation rate in South American countries, including Paraguay, could materially and adversely affect our business, results of operations, financial condition and prospects.

Currency exchange rate fluctuations may increase our costs.

The exchange rates between the U.S. dollar and non-U.S. currencies in which we conduct our business have and will likely fluctuate in the future. Any appreciation in the value of these non-U.S. currencies would result in higher expenses for our Company. We do not have any hedging arrangements to protect against such exchange rate exposures.

If you invest in our stock, your investment may be disadvantaged by future funding, if we need and are able to obtain it.

To the extent we need and obtain equity funding by issuance of convertible securities or common stock, or common stock purchase options or warrants in connection with either type of funding, you may suffer significant dilution in percentage of ownership and, if such issuances are below the then value of stockholder equity, in stockholder equity per share. Future increases in the number of our shares outstanding will have a negative impact on earnings per share, increasing the earnings we must achieve to sustain higher prices for our common stock. In addition, any debt financing we may secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital with which to pursue our business plan, and to pay dividends. You have no assurance we will be able to obtain any additional financing on terms favorable to us, if at all.

Voting control by management means it is unlikely you and other stockholders will be able to elect our directors and you will have little influence over our management.

Our management owns 15,744,000 shares of our common stock received as founders’ shares which will have the right to vote 12.4% percent of all votes cast assuming 100% subscription to this offering. The founders also hold 100% of the Series A Preferred Shares which have superior voting power equal to three (3) times all of the eligible remaining shareholder votes, including votes by common stockholders (who include our management), on any matters presented to stockholders for approval. Our Articles of Incorporation do not authorize cumulative voting for the election of directors. Any person or group who controls or can obtain more than fifty percent of the votes cast for the election of each director, as does our management, will control the election of all directors and other stockholders will not be able to elect any directors or exert any influence over management decisions. Removal of a director for any reason requires a majority vote of our issued and outstanding shares of preferred and common stock.

We depend on the services of Mr. Escobar, who is responsible for making corporate decisions which have significant impact on our operations. The loss of the services of our CEO and Director could have an adverse effect on our business, financial condition and results of operations. There is no assurance that they will not leave the company or compete against us in the future, as we presently have no employment agreement with him. In such circumstance, we may have to recruit qualified personnel with competitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations. Our failure to attract additional qualified employees or to retain the services of our CEO and Director could have a material adverse effect on our operating results and financial condition. We will fail without appropriate replacements.

If we are unable to effectively manage our growth, our ability to implement our business strategy and our operating results will likely be materially adversely affected.

Growth in our business, of which you have no assurance, will likely place a significant strain on our and their respective management, administrative, operating and financial infrastructures, which are limited. To manage our and their respective businesses and planned growth effectively, we and they must successfully develop, implement, maintain and enhance our financial and accounting systems and controls, identify, hire and integrate new personnel and manage expanded operations. Our and/or their failure to do so could either limit our growth or cause our or their respective businesses to fail.

If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.

Our future success depends on our continuing ability to identify, hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry for qualified employees is very intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

There are similar services in other marketplaces that will establish our core operating activities. Certain competitors and potential competitors have longer operating histories, substantially greater service development capabilities and financial, commercial and marketing resources should they choose to enter the Paraguayan market. Competitors and potential competitors may also innovate services that are more effective or have other potential advantages compared to our service plan. In addition, research, development and commercialization efforts by others could render our services provided obsolete or non-competitive. Certain of our competitors and potential competitors have broader services offerings and extensive client bases, allowing them to adopt aggressive pricing policies that would enable them to gain market share. Competitive pressures could result in price reductions, reduced margins and loss of market share. We could encounter potential members that, due to existing relationships with our competitors, are committed to services offered by those competitors. As a result, those potential members may not consider utilizing our services.

Any inability on our part to protect the security and privacy of our digital platform could have a material adverse effect on our profitability. A security or privacy breach could:

	-	Expose us to additional liability;
	-	Increase our expenses relating to resolution of these breaches; and
	-	Deter customers from using our product.

We cannot assure you that our use of applications designed for data security will effectively counter evolving security risks or address the security and privacy concerns of existing and potential customers. Any failures in our security and privacy measures could have a material adverse effect on our business, financial condition and results of operations.

We could incur substantial losses from employee fraud and, as a result, our business would suffer.

The nature of our digital marketing platform makes us vulnerable to employee fraud or other internal security breaches. We cannot assure you that our internal security systems will prevent material losses from employees’ fraud. Although we will take every reasonable effort to ensure that employee fraud does not take place, we cannot make assurances that our efforts will be successful.

Our digital platform might be used for illegal or improper purposes, which could expose us to additional liability and harm our business.

Despite measures we have taken to detect and prevent identify theft, unauthorized uses of credit cards and similar misconduct, our digital platform remains susceptible to potentially illegal or improper uses. Despite measures we have taken to detect and lessen the risk of this kind of conduct, we cannot assure you that these measures will succeed. Our business could suffer if customers use our system for illegal or improper purposes.

We may experience breakdowns in our digital platform that could damage customer relations and expose us to liability, which could affect adversely our ability to become profitable.

A system outage or data loss could have a material adverse effect on our business, financial condition and results of operations. To operate our business successfully, we must protect our systems from interruption by events beyond our control. Events that could cause system interruptions include:

	-	Fire;
	-	Flood
	-	Earthquake;
	-	Terrorist attacks;
	-	Natural disasters;
	-	Computer viruses;
	-	Unauthorized entry;
	-	Telecommunications failure;
	-	Computer denial of service attacks; and
	-	Power loss and country blackouts and lockdown.

We may not protect our proprietary technology effectively, which would allow competitors to duplicate our digital platform. This would make it more difficult for us to compete with them.

Our success and ability to compete in our markets depend, in part, upon our proprietary technology. We rely primarily on copyright, trade secret and trademark laws to protect our technology including the source code for our proprietary software, and documentation and other proprietary information. We have not been granted any patents for features of our digital marketing platform. We cannot assure you that any of our patent applications will be granted or that if they are granted, they will be valid. A third party might try to reverse engineer or otherwise obtain and use our technology without our permission, allowing competitors to duplicate our product and services.

RISKS RELATED TO INVESTMENT IN OUR SHARES:

You may find it difficult to sell our shares because there is no public market for our shares and you have no assurance a public market will develop.

There is currently no market for our common stock. You will only be able to sell our shares if a public market develops for our stock. If a public market does develop, you have no assurance how sustained or active the public market for our common stock will become or remain. It is likely that the public market for our common stock will be volatile, in that it may be subject to wide and unpredictable price and volume swings. Accordingly, you may find it difficult to sell our common stock should you invest in it.

“Penny stock” rules may make buying and selling our common stock difficult.

You have no assurance trading in our common stock will not be subject to the “penny stock” rules of the Securities and Exchange Commission. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock and limiting the number of broker-dealers who will accept our common stock in their customers’ accounts. As a result, you may find it more difficult to sell our common stock into the public market.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three years period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of any December 31, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We may not eligible quoted on OTCQB marketplace.

We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock. There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

In order for our shares to be quoted, a market maker must agree to file an application with the Financial Industry Regulatory Authority (FINRA) for a trading symbol, which if issued would facilitate quotation of our common stock quoted on the OTCQB. Even if we are assigned a trading symbol, it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

Since we do not own or have a license or other rights under any patents that are material to our business, we rely on other proprietary rights, including protection of trade secrets, and other proprietary information that is not patentable or that we elect not to patent. However, trade secrets can be difficult to protect, and some courts are less willing or unwilling to protect trade secrets. To maintain the confidentiality of our trade secrets and proprietary information, we must obtain assignments of those proprietary rights from our employees or third-party contractors and include confidentiality provisions that we have in contracts with our employees, consultants, collaborators and others upon the commencement of their relationship with us. We do not currently have such assignments or confidentiality obligations in place with respect to all of our employees. We also cannot guarantee that we have entered into such agreements with other parties that may have or have had access to our trade secrets or proprietary technology and processes. Without having these agreements in place, there may be disputes around ownership of information that we consider ours or otherwise use in connection with our business, and we may not be able to prevent the unauthorized disclosure or use of our technical knowledge or other trade secrets by such third parties.

Even where we have agreements in place, these contracts may not provide meaningful protection for our trade secrets, know-how, or other proprietary information in the event of any unauthorized use, misappropriation, or disclosure of such trade secrets, know-how, or other proprietary information. There can be no assurance that such third parties will not breach their agreements with us, that we will have adequate remedies for any breach, or that our trade secrets will not otherwise become known or independently developed by competitors. Despite the protections we do place on our intellectual property or other proprietary rights, monitoring unauthorized use and disclosure of our intellectual property is difficult, and we do not know whether the steps we have taken to protect our intellectual property or other proprietary rights will be adequate.

We rely on, and in the future we may rely on, third-party contractors and components for certain of our technology, software, information systems and products and our disaster recovery plan.

We rely on, and in the future we may rely on, third parties for certain of our technology, software, information systems and product needs including our disaster recovery plan. If we are unable to obtain or maintain licenses to utilize such technology, software, information systems or products, we could incur unanticipated expenses, suffer disruptions in service, experience regulatory issues and lose revenue from the operation of our business. For example, some of our technology, software, information systems and products contain components or products that are developed by third parties. We may not be able to replace the functions provided by these third-party components or products if they become obsolete, defective or incompatible with future versions of our products or with our services and solutions, or if they are not adequately maintained or updated, which could adversely affect our competitive business position and harm our business prospects. Furthermore, in the future, should we be required to obtain licenses to any third-party technology, such licenses may not be available to us on commercially reasonable terms, or at all. If we are unable to obtain rights to required third-party technology or intellectual property rights or maintain the existing rights we have, we may be required to expend significant time and resources to replace such rights, which may not be feasible on a technical or commercial basis and may harm our business, results of operations, financial condition and prospects.

We believe we have all the necessary licenses from third parties to use technology, software and intellectual property assets used in our business that we do not own. A third party could, however, allege that we are infringing its rights, which may deter our ability to obtain licenses on commercially reasonable terms from the third party, if at all, or cause the third party to commence litigation against us. If we fail to comply with our obligations in any of our license agreements, the licensor may have the right to terminate the license and we may not be able to make use of the technology that was covered by the license, which may adversely impact our business.

In addition, we may find it necessary to initiate litigation against a third party to protect our trade secrets, to enforce our intellectual property rights and to determine the scope and validity of any proprietary rights of others. Any such litigation, or the failure to obtain any necessary licenses or other rights, could cause us to incur significant expenses and could distract our management and other personnel from their normal responsibilities and could materially and adversely affect our business. Alternate sources for the technology, software, information systems and products currently provided by third parties to us may not be available to us in a timely manner, and may not provide us with the same functions as currently provided to us or may be more expensive than products we currently use or sell.

Further, the risk of intellectual property infringement claims against us may increase as we expand our business to include more third-party systems and products and continue to incorporate third-party components, software and/or other intellectual property into the products we sell. Also, individuals and firms have purchased intellectual property assets in order to assert claims of infringement against technology providers and customers that use such technology. Any infringement action brought against us or our providers could be costly to defend or lead to an expensive settlement or judgment against us and we may not have sufficient financial or other resources to conduct such litigation adequately. Any of the foregoing could harm our business, results of operations, financial condition and prospects.

Unexpected changes in vendor payment terms may weaken our financial position.

Certain of our suppliers and vendors provide extended payment terms, ranging from a period of 90 days to nine months. Changes in those terms could have a material impact on our cash flow and results of operations. We have had to historically renegotiate payment terms and other provisions in agreements with certain suppliers and vendors in order to improve our financial position. If we are required to renegotiate any of these agreements, and lose the advantage of extended payment terms, our business, results of operations, financial condition and prospects may be adversely affected.

In addition, some of our vendors provide us with capital leases on attractive terms. If our vendors tighten their credit limits on these capital leases, or decline to provide such capital leases, then we may be forced to seek alternative financing arrangements on less favorable terms. These arrangements may be at a higher cost to us and may have a negative impact on our business, results of operations, financial condition and prospects.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

We rely on our trademarks, service marks, domain names and logos to market our brands and to build and maintain brand loyalty and recognition. We rely on trademark protections to protect our business and our products and services. Our registered or unregistered trademarks, trade names or service marks may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. Effective trademark protection may not be available or may not be sought in every country in which our products are made available. Similarly, not every variation of a domain name may be available or be registered, even if available. We may not be able to protect our rights to these trademarks, domain names and trade names, which we need to build brand name recognition by potential patients or partners in our markets of interest. If that were to happen, we may be prevented from using our names, brands and trademarks unless we enter into appropriate royalty, license or coexistence agreements. Over the long term, if we are unable to establish name recognition based on our trademarks, service marks, domain names and trade names, then we may not be able to compete effectively, and our business could be adversely affected.

Our capitation arrangement may prove unprofitable if actual utilization rates exceed our assumptions.

We are party to one capitation arrangement with a commercial Payor, pursuant to which they have agreed to pay us a fixed amount (on a per member per month basis for a defined patient population) without regard to the actual services provided. Capitation revenues represented approximately 2.0% of our total revenues for 2020. We negotiate the contractual rate in this arrangement with the Payor based on assumptions regarding average expected utilization of services. If actual utilization rates exceed our assumptions, the profitability of this arrangement may be diminished. Moreover, we may be obligated to perform under such capitation arrangement even if the contractual reimbursement rates are insufficient to cover our costs based on actual levels of utilization.

We are highly dependent upon senior management; our failure to attract and retain key members of senior management could have a material adverse effect on us.

We are highly dependent on the performance and continued efforts of our senior management team. In order to best position our business, we elevated a team of professionals with deep industry and regulatory knowledge to leadership positions, including Mr. Claudio A. Escobar, our President and Chief Executive Officer, who has been instrumental in taking the steps necessary to optimize and improve our business and drive a significant cultural shift focused on disciplined and profitable growth. Our future success is dependent on our ability to continue to attract and retain qualified executive officers and senior management. Any inability to manage our operations effectively could have a material adverse effect on our business, results of operations, financial condition and prospects.

Our business operations are labor intensive. Difficulty in hiring enough additional management and other employees, increasing costs of compensation or employee benefits, and the potential impact of unionization and organizing activities could have an adverse effect on our business, results of operations, financial condition and prospects.

The success of our business depends upon our ability to attract and retain highly motivated, well-qualified management and other employees. The payment of salaries and benefits to our employees is one of our most significant expenses. In addition, we face significant competition in the recruitment of qualified employees, which has in the past resulted in salary and wage increases for certain employee groups. In particular, continuously improving the quality of our sales force and marketing team with the technical expertise and supporting distribution capabilities to perform our services in each of the territories in which we may have approval to sell and market out products will be expensive, time-consuming and will require significant attention of our management. If we are unable to recruit or retain a sufficient number of qualified employees, or if the costs of compensation or employee benefits increase substantially, then our ability to deliver services effectively could suffer and our profitability would likely be adversely affected. For example, the increase in payments of unemployment benefits may impact the size of the labor pool that we have to choose from and proposed increases in the federal minimum wage may also negatively impact our costs of labor if such increases are enacted. In addition, union organizing activities may occur in the future, and the adverse impact of unionization and organizing activities on our costs and operating results could be substantial.

Our business requires significant liquidity to fund labor costs, including salaries, bonuses, benefits and travel-related expenses, product and supply costs, third-party customer service, billing and collections and logistics costs and medical equipment capital expenditures. Limitations on the availability of capital or other financing sources, including deferred payment arrangements with key suppliers, could have an adverse impact on our business. In addition, we may be required to seek new or additional equity or debt financing sources. In the event that additional financing is required from outside sources, we may not be able to raise such capital on terms acceptable to us or at all. Furthermore, as we shift our Payor mix toward commercial Payor plans that tend to have higher deductibles, there is a subsequent increase in patient co-pay responsibility and deductible volume which may cause us to be unable to collect on certain accounts receivable that patients incur. If we are unable to collect on these debts, raise additional capital or access other financing sources on reasonable terms, our business, results of operations and financial condition and prospects may be materially and adversely affected.

The Tax Cuts and Jobs Act (the “TCJA”), enacted on December 22, 2017, significantly affected U.S. tax law, including by changing how the United States imposes tax on certain types of income of corporations and by reducing the U.S. federal corporate income tax rate to 21%. It also imposed new limitations on a number of tax benefits, including deductions for business interest, use of net operating loss carry forwards, taxation of foreign income and the foreign tax credit, among others.

The CARES Act, enacted on March 27, 2020, in response to the COVID-19 pandemic, further amended the Internal Revenue Code of 1986 (the “Code”), including in respect of certain changes that were made by the TCJA, generally on a temporary basis. In addition, the Internal Revenue Service (“IRS”) has yet to issue guidance on a number of important issues regarding the changes made by the TCJA and the CARES Act. In the absence of such guidance, we will take positions with respect to a number of unsettled issues. There is no assurance that the IRS or a court will agree with the positions taken by us, in which case tax penalties and interest may be imposed that could adversely affect our business, cash flows or financial performance.

Additionally, the current administration may propose significant changes to U.S. tax law, some or all of which may be enacted. The passage of such legislation, as well as changes or modifications in existing judicial decisions or in the current positions of the IRS, could substantially modify the tax treatment described in this prospectus, possibly on a retroactive basis. We cannot predict whether the U.S. Congress or any other legislative body will enact new tax legislation or whether the IRS or any other tax authority will issue new regulations or other guidance, nor can we predict what effect such legislation or regulations might have on us or our financial condition. There can be no assurance that future tax law changes will not increase the rate of the corporate income tax significantly, impose new limitations on deductions, credits or other tax benefits, or make other changes that may adversely affect our business, cash flows or financial performance.

Natural disasters or other catastrophic events could materially disrupt and have a negative effect on our business, results of operations, financial condition and prospects.

Natural disasters, such as hurricanes or earthquakes, could disrupt our ability to do business. For example, such events could result in physical damage to one or more of our properties, the temporary closure of one or more of our locations, the temporary inability to process payroll or process claims, a negative effect in our ability to comply with certain licensing requirements, and/or a delay in the delivery of products and the provision of our service offerings. These events could also reduce demand for our products and service offerings, or make it difficult or impossible to receive products from suppliers. We may be required to suspend operations in some of our branch locations, which could have a material adverse effect on our business, results of operations, financial condition and prospects.

Risks Related to this Offering and Ownership of our Common Stock

Prior to this offering, there has not been a public trading market for shares of our common stock. It is possible that after this offering an active trading market will not develop or continue or, if developed, that any market will be sustained which would make it difficult for you to sell your shares of common stock at an attractive price or at all. The initial public offering price per share of common stock will be determined by agreement among us and the representatives of the underwriters, and may not be indicative of the price at which shares of our common stock will trade in the public market after this offering.

The market price of our common stock may be highly volatile and could be subject to wide fluctuations in response to numerous factors, many of which are beyond our control, including:

	•	general economic, market or political conditions, including conditions resulting from COVID-19;
	•	product recalls by certain of our suppliers;
	•	overall performance of the equity markets;
	•	our operating performance compared to expectations of public market analysts and investors, including due to variations in our quarterly operating results or dividends, if any, to stockholders;
	•	changes in our projected operating results that we provide to the public, our failure to meet these projections;
	•	additions or departures of key management personnel;
	•	failure to meet analysts’ earnings estimates;
	•	publication of research reports about our industry;
	•	litigation and government investigations;
	•	regulatory actions with respect to our products and services;
	•	changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business;
	•	changes in our relationship with hospitals, large commercial Payors or the VA and adverse impact on our material contracts;
	•	adverse market reaction to any indebtedness we may incur or securities we may issue in the future;
	•	financing or other corporate transactions, or inability to obtain additional funding;
	•	changes in market valuations of similar companies or speculation in the press or investment community;
	•	announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;
	•	adverse publicity about the industries we participate in or individual scandals;
	•	seasonality, including possible seasonal slowing of demand for our products and services in the beginning of the year due to patients deferring their treatment and services until they have met their annual deductibles and delays in changes to employer insurance coverage becoming effective and increased incidence of respiratory infections during the winter season that may result in additional respiratory products and services being used; and which may become more pronounced in the future as our business grows;
	•	trading activity by a limited number of stockholders who together beneficially own a majority of our outstanding common stock;
	•	sales of our common stock by us, our insiders or other stockholders;
	•	expiration of market stand-off or lock-up agreements;
	•	the size of our market float; and
	•	any other factors described in this “Risk Factors” section and elsewhere in this prospectus.

In addition, our quarterly and annual operating results may fluctuate significantly in the future, which makes it difficult for us to predict our future operating results. As a result, comparing our operating results on a period-to-period basis may not be meaningful. This variability and unpredictability could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

Stock markets have recently experienced extreme price and volume fluctuations. In the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

We are a holding company with no operations of our own and we are accordingly dependent upon distributions from our subsidiaries to pay taxes and pay dividends.

We are a holding company and our operations are conducted entirely through our subsidiaries. Our ability to generate cash to pay applicable taxes at assumed tax rates and pay cash dividends we declare, if any, is dependent on the earnings and the receipt of funds from our subsidiaries via dividends or intercompany loans. Deterioration in the financial condition, earnings or cash flow of Neighpart Healthcare, Inc. and its subsidiaries for any reason could limit or impair their ability to pay such distributions. Additionally, to the extent that we need funds and our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of our financing arrangements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If any of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price may decline. If analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our common stock price or trading volume to decline and our common stock to be less liquid.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price per share of common stock will be substantially higher than our net tangible book value per share immediately after this offering. As a result, you will pay a price per share of common stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of common stock than the amounts paid by our pre-IPO owners. Assuming an offering price of $1.00 per share of common stock, which is the midpoint of the range on the front cover of this prospectus, you will incur immediate and substantial dilution in an amount of $0.10per share of common stock. See “Dilution.”

You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise.

After this offering we will have approximately 866,000,000 shares of common stock authorized but unissued. Our amended and restated certificate of incorporation will authorize us to issue these shares of common stock and options, rights, warrants and appreciation rights relating to common stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. Any common stock that we issue, including under equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase common stock in this offering.

Participation in this offering by our existing stockholders and their affiliated entities may reduce the public float for our common stock.

To the extent certain of our existing stockholders and their affiliated entities participate in this offering, such purchases would reduce the non-affiliate public float of our shares, meaning the number of shares of our common stock that are not held by officers, directors and principal stockholders. A reduction in the public float could reduce the number of shares that are available to be traded at any given time, thereby adversely impacting the liquidity of our common stock and depressing the price at which you may be able to sell shares of common stock purchased in this offering.

Each of our Principal Stockholders and their affiliates control us and their individual interests may conflict with ours or yours in the future.

Immediately following this offering, our Principal Stockholders and their respective affiliates will beneficially own approximately 12.4% of our common stock. Even when each of our Principal Stockholders and their respective affiliates cease to own shares of our stock representing a majority of the total voting power, for so long as each of our Principal Stockholders continue to own a significant percentage of our Series A Preferred, each of our Principal Stockholders will still be able to significantly influence the composition of our board of directors and the approval of actions requiring stockholder approval through their voting power. Accordingly, for such period of time, each of our Principal Stockholders will have significant influence with respect to our management, business plans and policies, including the appointment and removal of our officers. In particular, for so long as each of our Principal Stockholders continue to own a significant percentage of our stock, each of our Principal Stockholders will be able to cause or prevent a change of control of our Company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of our Company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our Company and ultimately might affect the market price of our common stock. Additionally, each of our Principal Stockholders may assign their respective rights under the stockholders governance agreement to a third party without our consent, for example, in connection with a privately negotiated sale of all or a portion of each of our Principal Stockholders’ holdings of our common stock to a third party. Such third party would then have the right to designate individuals to be nominated to our board, as well as other rights under the stockholders governance agreement. Notwithstanding the existence of the stockholders governance agreement, our Principal Stockholders have no voting or other agreements among them. The interests of each of our Principal Stockholders or any such third party with respect to such rights may conflict with our interests or your interests in the future.

Our Principal Stockholders and their affiliates engage in a broad spectrum of activities. In the ordinary course of their business activities, our Principal Stockholders and their affiliates may engage in activities where their interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation will provide that none of our Principal Stockholders, any of their affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his or her director and officer capacities) or his or her affiliates, will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. Our Principal Stockholders also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. In addition, our Principal Stockholders may have an interest in our pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to us and our stockholders.

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for you to sell your common stock in the future at a time and at a price that you deem appropriate, if at all. Upon completion of this offering, we will have a total of 115,744,000 shares of our common stock outstanding. Of the outstanding shares, the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933 (the “Securities Act”). The remaining shares held by our pre-IPO owners and management after this offering will be subject to certain restrictions under securities laws or as a result of lock-up or other agreements and may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.”

We have no current plans to pay dividends on our common stock following this offering. The declaration, amount and payment of any future dividends on shares of common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by our existing indebtedness and may be limited by covenants of other indebtedness we or our subsidiaries incur in the future. As a result, you may not receive any return on an investment in our common stock unless you sell your common stock for a price greater than that which you paid for them.

Our management may spend the proceeds of this offering in ways with which you may disagree or that may not be profitable.

Although we anticipate using the net proceeds to us from the offering as described under “Use of Proceeds,” we will have broad discretion as to the application of the net proceeds to us and could use them for purposes other than those contemplated by this offering. You may not agree with the manner in which our management chooses to allocate and spend the net proceeds to us. Our management may use the proceeds for corporate purposes that may not increase our profitability or otherwise result in the creation of stockholder value. In addition, pending our use of the proceeds, we may invest the proceeds primarily in instruments that do not produce significant income or that may lose value.

We could be subject to securities class action litigation.

In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for us because healthcare companies have experienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

As a public company, we will be required to commit significant resources and management time and attention to the requirements of being a public company, which will cause us to incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also will incur costs associated with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and related rules implemented by the SEC and Nasdaq, and compliance with these requirements will place significant demands on our legal, accounting and finance staff and on our accounting, financial and information systems. In addition, we might not be successful in implementing these requirements. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that will require us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our results of operations.

Commencing with our fiscal year ending the year after this offering is completed, we must perform system and process design evaluation and testing of the effectiveness of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. In addition, once we are no longer considered an emerging growth company, our independent registered public accounting firm will be required to attest to the effectiveness of our internal controls over financial reporting on an annual basis. To achieve compliance with Section 404 of the Sarbanes-Oxley Act within the prescribed period, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, including through hiring additional financial and accounting personnel, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. This will require that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts.

Prior to this offering, we have never been required to test our internal controls within a specified period and, as a result, our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act that eventually we will be required to meet. Because currently we do not have comprehensive documentation of our internal controls and have not yet tested our internal controls in accordance with Section 404, we cannot conclude in accordance with Section 404 that we do not have a material weakness in our internal controls or a combination of significant deficiencies that could result in the conclusion that we have a material weakness in our internal controls. If such weaknesses in our system of internal financial and accounting controls and procedures are discovered, it could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC or violations of applicable stock exchange listing rules, which may result in a breach of the covenants under existing or future financing arrangements. There also could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements also could suffer if we or our independent registered public accounting firm were to report a material weakness in our internal controls over financial reporting. This could materially adversely affect us and lead to a decline in the market price of our common stock.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We are an “emerging growth company” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted by SEC rules and plan to rely on exemptions from certain disclosure requirements that are applicable to other SEC-registered public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the SOX, not being required to comply with the auditor requirements to communicate critical audit matters in the auditor’s report on the financial statements, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the information we provide stockholders will be different than the information that is available with respect to other public companies. We have taken advantage of reduced reporting obligations in this prospectus. In particular, in this prospectus, we have provided only two years of audited financial statements and we have not included all of the executive compensation related information that would be required if we were not an emerging growth company. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of the exemption regarding the timing of the adoption of accounting standards and, therefore, while we are an emerging growth company, we will not be subject to new or revised accounting standards at the same time that they become applicable to other public companies that are not emerging growth companies.

Anti-takeover provisions in our organizational documents and Florida law might discourage or delay acquisition attempts for us that you might consider favorable.

We are subject to Section 203 of the General Corporation Law of the State of Florida (the “FBCA”); In general, Section 203 prohibits a publicly held Florida corporation from engaging in a “business combination” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless the transaction fits within an enumerated exception, such as board approval of the business combination or the transaction that resulted in a person becoming an interested stockholder prior to the time such person became an interested stockholder. See “Description of Common Stock—Florida Law.” These anti-takeover provisions and other provisions under our amended and restated certificate of incorporation, amended and restated bylaws or Florida law could discourage, delay or prevent a transaction involving a change in control of our Company, including actions that our stockholders may deem advantageous, or negatively affect the trading price of our common stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Our amended and restated certificate of incorporation will designate the Court of Chancery of the State of Florida and the federal district courts of the United States of America as the sole and exclusive forums for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or the Company’s directors, officers or other employees.

Our amended and restated certificate of incorporation will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Florida (or, if the Court of Chancery of the State of Florida lacks jurisdiction over such action or proceeding, then another court of the State of Florida or, if no court of the State of Florida has jurisdiction, then the United States District Court for the District of Florida) shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf of our Company; (2) action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder of our Company to the Company or the Company’s stockholders; (3) action asserting a claim against the Company or any current or former director or officer of the Company arising pursuant to any provision of the FBCA or our amended and restated certificate of incorporation or our amended and restated bylaws; or (4) action asserting a claim against us or any director or officer of the Company governed by the internal affairs doctrine. Our amended and restated certificate of incorporation will further provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws of the United States of America. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any shares of our common stock shall be deemed to have notice of and to have provided consent to the forum provisions in our amended and restated certificate of incorporation. Notwithstanding the foregoing, the exclusive forum provision will not apply to claims arising under the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other federal securities laws for which there is exclusive federal or concurrent federal and state jurisdiction. These choice-of-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable or convenient for disputes with the Company or the Company’s directors, officers, other employees or stockholders, which may discourage such lawsuits. In addition, if a court were to find the exclusive forum provision or other provisions of our amended and restated certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, results of operations, financial condition and prospects and result in a diversion of the time and resources of our

MARKET AND INDUSTRY DATA

This prospectus includes market and industry data and forecasts that we have derived from independent consultant reports, publicly available information, various industry publications and other published industry sources, which we have not commissioned, and our internal data and estimates. Independent consultant reports, industry publications and other published industry sources generally indicate that the information contained therein was obtained from sources believed to be reliable.

Some market data and statistical information are also based on our good faith estimates, which are derived from management’s knowledge of our industry and such independent sources referred to above. Certain market, ranking and industry data included elsewhere in this prospectus, including the size of certain markets and our size or position and the positions of our competitors within these markets, including our services relative to our competitors, are based on estimates of our management. These estimates have been derived from our management’s knowledge and experience in the markets in which we operate, as well as information obtained from surveys, reports by market research firms, our patients, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Unless otherwise noted, all of our market share and market position information presented in this prospectus is an approximation. Our market share and market position in each of our lines of business, unless otherwise noted, is based on our sales relative to the estimated sales in the markets we served. References herein to our being a leader in a market or product category refer to our belief that we have a leading market share position in each specified market, unless the context otherwise requires. As there are no publicly available sources supporting this belief, it is based solely on our internal analysis of our sales as compared to our estimates of sales of our competitors. In addition, the discussion herein regarding our various end markets is based on how we define the end markets for our products, which products may be either part of larger overall end markets or end markets that include other types of products and services.

Our internal data and estimates are based upon information obtained from trade and business organizations and other contacts in the markets in which we operate and our management’s understanding of industry conditions.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own or have rights to trademarks, service marks or trade names that we use in connection with the operation of our business. In addition, our names, logos and website domain names and addresses are our service marks or trademarks. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. The trademarks we own or have the right to use include, among others, Neighpart. We also own or have the rights to copyrights that protect the content of our literature, be it in print or electronic form.

Solely for convenience, certain trademarks, service marks and trade names referred to in this prospectus are used without the ™ or ® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. All trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.

USE OF PROCEEDS

The number of shares created by this Offering will be 100,000,000. We intend to use 80,000,000 to acquire the identified targets. The remaining 20,000,000 shares will be offered to the public market. We estimate that the gross cash proceeds to us from this offering will be approximately $20,000,000 million, based on an assumed initial public offering price of $1.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We currently intend to use the net proceeds to us from this offering, together with our existing cash and cash equivalents, to:

Use of Stock: 80,000,000 shares

ACQUISITIONS	SHARES
Cevima S.A.		28,100,000
Kaizen Energy S.A.F.C.A.		16,900,000
Neighpart S.A.		35,000,000
TOTAL		80,000,000

Use of Cash Proceeds, $20,000,000 at full subscription

	Subscription Percentage
Use:	25%		50%		75%		100%
Gross Proceeds	$	5,000,000	$	10,000,000	$	15,000,000	$	20,000,000
Offering Expenses	$	250,000	$	500,000	$	750,000	$	1,000,000
Net Proceeds	$	4,750,000	$	9,500,000	$	14,250,000	$	19,000,000

Management Team Build-up	$	500,000	$	2,000,000	$	2,500,000	$	2,500,000
Additional Acquisitions Cash Requirements	$	3,500,000	$	4,500,000	$	5,000,000	$	5,000,000
Operational Enhancements	$	500,000	$	750,000	$	750,000	$	750,000
Debt Retirement of Acquisitions	$	0	$	2,000,000	$	5,750,000	$	10,500,000
Other Working Capital	$	250,000	$	250,000	$	250,000	$	250,000

The acquisitions listed in the Use of Proceeds will be stock exchange transactions. Remaining registered shares will be used for future acquisitions.

We may also use a portion of the net proceeds from this offering for the acquisition of businesses or other assets that we believe are complementary to our own.

DIVIDEND POLICY

We have no current plans to pay dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. In addition, our ability to pay dividends will be limited by covenants in our existing indebtedness and may be limited by the agreements governing any indebtedness we or our subsidiaries may incur in the future.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2023:

Neighpart International, Corp

Condensed Statements of Shareholders’ Equity (Deficit)

(Unaudited)

	Common Shares		Common Stock		Preferred Shares		Preferred Stock		Additional Paid in Capital		Members Loans			Accumulated Deficit			Total Shareholders’ Deficit

BALANCE, December 31, 2020		141,435	$	14,144		–	$	–	$	–	$	16,000		$	(62,521	)	$	(32,378	)

Issuance of common stock		–		–		–		–		–		–			–			–
Members’ loan		–		–		–		–		–		8,900			–			8,900
Adjustments		–		–		–		–		–		–			–			–
Net Income (loss)		–		–		–		–		–		–			(643,933	)		(643,933	)
BALANCE, December 31, 2021		141,435	$	14,144		–	$	–	$	–	$	24,900		$	(706,454	)	$	(667,411	)

Issuance of common stock		–		–		–		–		–		–			–			–
Members’ loan		–		–		–		–		–		3,613,351			–			3,613,351
Adjustments		–		–		–		–		–		–			–			–
Net Income (loss)		–		–		–		–		–		–			(298,563	)		(298,563	)
BALANCE, December 31, 2022		141,435	$	14,144		–	$	–	$	–	$	3,638,251		$	(1,005,017	)	$	2,647,377

Issuance of common stock		–		–		1,000,000		1,000		–		–			–			1,000
Members’ loan		–		–		–		–		–		(1,094,707	)		–			(1,094,707	)
Adjustments		–		–		–		–		–		–			–			–
Net Income (loss)		–		–		–		–		–		–			1,004,000			1,004,000	)
BALANCE, December 31, 2023		14,144,000	$	14,144		1,000,000	$	1,000	$	–	$	2,543,544		$	(1,017	)	$	2,557,670

Issuance of common stock		1,600,000		1,600		–		–		158,450		–			–			160,050
Members’ loan		–		–		–		–		–		58,450			–			58,450
Adjustments		–		–		–		–		–		–			–			–
Net Income (loss)		–		–		–		–		–		–			(79,460	)		(79,460	)
BALANCE, March 31, 2024		15,744,000	$	15,744		1,000,000	$	1,000	$	158,450	$	2,601,994		$	(80,477	)	$	1,697,670

DILUTION

If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Our historical net book value as of March 31, 2024 is $2,696,710 or $0.171 per then-outstanding share of our Common Stock. Historical net tangible book value per share equals the amount of our total tangible assets, less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering:

Percentage of shares offered that are sold		25%		50%		75%		100%
Price to the public charged for each share in this offering	$	1.00	$	1.00	$	1.00	$	1.00
Net tangible book value per share as of June 30, 2022 (1)	$	0.171	$	0.171	$	0.171	$	0.171
Increase (Decrease) in net tangible book value per share attributable to new investors in this offering	$	0.614	$	0.760	$	0.826	$	0.864
Net tangible book value per share, after this offering	$	0.680	$	0.801	$	0.856	$	0.887
Dilution per share to new investors	$	0.320	$	0.198	$	0.144	$	0.113

———————

(1)	Based on Total Equity (deficit) as of March 31, 2024 of $2,696,710 and 15,744,000 outstanding shares of Common Stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Selected Consolidated Financial and Other Data” and our consolidated financial statements and related notes thereto included elsewhere in this prospectus. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Factors that could cause such differences are discussed in “Forward-Looking Statements” and “Risk Factors.”

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the accompanying consolidated financial statements and notes, as well as our condensed financial statements and notes as of and for the year ended December 31, 2023 and for the quarter ended March 31, 2024. References to the terms “we,” “our,” “us,” “Neighpart” or “NIC”, used throughout this MD&A refer to Neighpart International, Corp., a Florida corporation, and unless the context otherwise requires, its direct and indirect subsidiaries.

Results of operations, cost of care trends, investment yields and other measures for the periods, are not necessarily indicative of the results and trends that may be expected for future performance, or any other period.

Overview

Neighpart International, Corp., is a purchasing agent and marketing company focused on the medical instrument, equipment, and disposables sector, currently in the process of acquisition of three companies located in the Republic of Paraguay, operating under the name of Neighpart S.A, a healthcare equipment and infrastructure provider.

Business Trends

We made the decision to expand our participation in the Republic of Paraguay, because the significant expertise and knowledge in such country, the targeted Paraguayan companies are related and owned by Mr. Claudio Escobar, which is the major NIC’s shareholder, but essentially because the market niche such targeted companies have is of significant growth potential.

Neighpart S.A, is a long-time healthcare provider for the private and especially the governmental sector in Paraguay, mostly of the operation is based on national or sometime may be international tenders, then the level of services and products awarded is a clear example of the high-quality products and reliability on the installation and start-up.

The following chart shows a brief financial outlook for Neighpart S.A, the figures below are converted from Paraguayan guaranies to United States dollars based on the exchange rate published by the Central Bank of Paraguay for the last operational day on each disclosed year:

Neighpart S.A: Unaudited figures
	2020				2021				2022				2023
	Local currency		United States dollars		Local currency		United States dollars		Local currency		United States dollars		Local currency		United States dollars
Exchange rate			6,900.11				6,885.79				7,345.93				7,278.37
Net equity	Gs.	18,907,244,276	$	2,740,137	Gs.	28,181,631,626	$	4,092,723	Gs.	41,032,021,555	$	5,585,681	Gs.	77,254,223,116	$	10,614,220
Working capital		27,120,454,944		3,930,438		31,300,082,666		4,545,605		46,435,293,447		6,321,227		37,019,949,374		5,086,297
Revenues		46,723,015,915		6,771,344		80,637,927,734		11,710,774		64,388,948,529		8,765,255		94,346,973,830		12,962,652
COGS		30,728,211,124		4,453,293		55,501,658,456		8,060,318		41,493,806,315		5,648,544		61,213,294,579		8,410,303
Gross profit (loss)		15,994,804,791		2,318,051		25,136,269,278		3,650,455		22,895,142,214		3,116,711		33,133,679,251		4,552,349
Operational expenses		7,361,749,109		1,066,903		12,986,944,388		1,886,050		9,601,772,503		1,307,087		11,351,288,994		1,559,592
EBITDA		10,311,628,006		1,494,415		14,531,556,225		2,110,369		15,553,581,506		2,117,306		27,094,137,121		3,722,556
EBIT		10,258,753,057		1,486,752		14,267,399,142		2,072,006		15,273,298,866		2,079,151		24,650,602,143		3,386,830

Neighpart S.A, growth through distribution of equipment was consistent across the last 3 years. Future expansion with the acquisitions discussed above will continue to provide growth opportunities in the future.

Pricing Trends: We strive to price NIC’s products consistent with anticipated underlying vendors cost trends. Our pricing is consistent and fixed cost commitments may be made to customers and clients even if there are legislative and regulatory changes.

Products and Services Cost Trends: Our cost trends are primarily driven by increases in the utilization of services across all provider types and the unit cost increases of these products and/or services. We work with top international recognized vendors, who make of quality and after-sales services the most significant market values, and the same time they are extremely worldwide competitive, among other reasons because they are the top leaders in the entire market, therefore such situation allows to NIC become very competitive but also having a strong support for our client and our clients’ client as well.

Regulatory Trends and Uncertainties

Paraguay’s macroeconomic policies have benefited Paraguay’s economy over the past two decades. From 2004 to 2019, Paraguay grew faster, recorded smaller fiscal deficits, and borrowed less than its peer countries. Much of this growth reflected favorable terms of trade that supported agriculture and hydropower exports, but institutional reforms such as the inflation targeting mechanism and fiscal responsibility legislation (FRL) helped to safeguard macro stability and sustain growth.

As above stated, the regulatory environment has been quite stable, therefore our clients didn’t face any difficulty on complying with enforced rules within the industry, if healthcare, maintenance and cleaning or as solar energy provider.

Business and Operational Matters

Since the company start a review in the strategic of our operations, providing more dedication to the process of acquisition mentioned elsewhere in this document, the commercial activity was limited to our clients’ requirements.

During 2024, the sales level has been stable. Most of the efforts are assigned to get listed in the OTCQB level and move toward the acquisitions and joint ventures already disclosed hereto.

Selected Operating Performance

Net Sales. Net sales from our operations are a factor of the sales activities of our customers in Paraguay. Sales on the three-month period ended on March 31, 2024, was $445,000, while sales for the twelve-month period ended on December 31, 2023, was $ 3,802,754. As was elsewhere mentioned in this offering, the Company is currently focused on the future merge with Neighpart S.A, Cevima S.A and Kaizen Energy S.A.E.C.A., as well as the development of the relationship with the Spaniard company Comitas developer and manufacturer of several telemedicine equipment.

Costs of Goods Sold. Our costs of goods sold represent all direct and indirect costs associated with the vendors selling prices of our products. The principal elements of these costs are the product, transportation, freight, and insurance.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist of all costs associated with our sales, accounting, and administrative departments, including, among other items, and professional services. The Company had in the three-months period ended on March 31, 2024, $14,760 in expenses related to the listing process and $76,808 in professional fees most of them related to the same listing, which less of bank reimbursed expenses made the total for the 2024-Q1 of $89,991.

Results Overview. In the first quarter of 2024 we had a loss of $ 79,460, which was a direct consequence of lower sales due to the merge and new projects development and above-mentioned listing expenses occurred in the three-month period ended on March 31, 2024. However, we estimate the future quarters until ending the acquisition process with our targeted companies in Paraguay, activity and results will decrease significantly due to all the Company efforts will be focused to close the acquisition.

BUSINESS

NIC currently provides medical equipment through distributors within the Paraguayan healthcare industry. The medical equipment includes:

Oil Free Air Compressors

Oxygen Generators and Spare Parts

Indoor Paneling for Operating Rooms

Cooling Towers

Solar Panels

The equipment and associate services have given NIC a 100% growth rate between 2022 and 2023. The Company will continue its medical equipment supply business while it implements the future growth opportunities associated with the acquisitions discussed.

In our proposed strategy, Neighpart International, Corp (“NIC”) will become a “holding company” whose main objective will be to incorporate companies, as well as to identify possible expansion opportunities within the parameters defined by the Board of Directors. Implementation of this strategy is dependent upon the qualification of this offering.

During the first stage, will negotiate for the acquisition of Kaizen Energy S.A.E.C.A, Neighpart S.A, and Cevima S.A., all three companies based in the Republic of Paraguay. Also, NIC will establish a subsidiary in Spain, which due to its characteristics will be located in EBIC Valencia, the European Business and Innovation Center, Parc Tecnològic, Av. Benjamín Franklin 12, Paterna 46980.

The holding company will provide services in the following areas:

Emergency care unit.

Intensive care unit.

Consulting rooms area.

Operating rooms.

Inpatient and recovery rooms.

Diagnostic center.

Laboratory for clinical and bacteriological analyses.

Own fleet of ambulances.

MANAGEMENT

Executive Officers and Directors

The following table sets forth the names, ages and positions of our executive officers and directors as of March 31, 2024.

Directors, Executive Oﬃcers and Corporate Governance.

Last name, name	Age	Position	Term
Escobar Brizuela, Claudio A	39	President & CEO	Until successor elected
Minerva Belen, Mendieta Alvarenga	30	Chief legal officer	Until successor elected
Caballero Ojeda, Sandra Yanil	28	Chief Financial Officer	Until successor elected
Verdun de Butler, Alicia Belen	25	Chief Operating Officer and Secretary	Until successor elected
Torres Sanchez, Genesis Maria del Mar	25	Chief Marketing Officer	Until successor elected
Giovanni Jesus Maria Catella Llano	30	Chief Human Resources Officer	Until successor elected

Claudio Alberto Escobar Brizuela: Company’s Director and CEO, 39 years old, elected since inception and still in this tenure, his consent was instrumented in the initial Article of Incorporation filed to the State of Florida and each subsequential Annual Report. His mandate is due on July 2025, not related to any arrangement or understanding and any other third parties. Mr. Escobar Brizuela is the uncle to Mr. Giovanni Catella, other than that is not having any family relationship with any other director.

Business experience:

2019 – CEO Neighpart International, LLC., CEO Neighpart S.A., CEO Cevima S.A., CEO Kaizen Energy S.A.E.C.A

2020 – CEO Neighpart International, LLC., CEO Neighpart S.A., CEO Cevima S.A., CEO Kaizen Energy S.A.E.C.A

2021 – CEO Neighpart International, LLC., CEO Neighpart S.A., CEO Cevima S.A., CEO Kaizen Energy S.A.E.C.A

2022 – CEO Neighpart International, Corp., CEO Neighpart S.A., CEO Cevima S.A., CEO Kaizen Energy S.A.E.C.A.

2023 - current: CEO Neighpart International, Corp., CEO Kaizen Energy S.A.E.C.A., joint and several administrator, for Neighpart Servicios Internacionales S.L.

Mr. Escobar academic background include a degree in Economics from the Universidad Catolica de Paraguay (2014), specialist degree on Human Resources Management from the IAE Business School, Austral University in Argentina (2021), specialist degree on Strategies in Digital Transformation from the INCAE Business School, Costa Rica (2021), Master in Data Analytics from Cambridge University, UK (2021), Cambridge Senior Management Program from Cambridge University, UK (2022), currently in progress Chief Executive Officer Senior Program from Miami Herbert Business School.

	Experience and Qualifications: - More than 20 years of experience in creating and leading companies in medical technology, cleaning services and sustainable energy. - Solid track record in managing business operations, growth strategies and developing innovative products both locally and internationally. - Recognized for developing and executing innovative strategies that address market needs with high-quality solutions. - Demonstrated ability to manage multidisciplinary teams, implement successful global business strategies, and build lasting relationships with customers and suppliers. - Recognized for driving financial performance and profitability of organizations under his leadership.

	Professional Competence - He has led companies with global operations and managed significant annual budgets, contributing to the growth and expansion of organizations under his direction, expanding nationally and internationally. - Extensive experience in supervising complex operations, teams of different sizes and the execution of market strategies and client satisfaction. - Has set precedents with innovative solutions that meet the needs of various industries, improving quality of life and promoting sustainability. - Experience in handling products and equipment of high international quality. Mr. Escobar academic background include a degree in Economics from the Universidad Catolica de Paraguay (2014), specialist degree on Human Resources Management from the IAE Business School, Austral University in Argentina (2021), specialist degree on Strategies in Digital Transformation from the INCAE Business School, Costa Rica (2021), Master in Data Analytics from Cambridge University, UK (2021), Cambridge Senior Management Program from Cambridge University, UK (2022), currently in progress Chief Executive Officer Senior Program from Miami Herbert Business School.

*Involvement in certain legal* *proceedings*	As an individual was neither involved in legal proceedings of any kind nor subject to order, judgment, or decree permanently or temporarily enjoining him from, or otherwise limiting his activities of any kind.

Minerva Belen Mendieta Alvarenga, Company’s Director and Chief Legal Officer (CLO), 30 years old, elected on July 10, 2024, and still in this tenure, her consent was instrumented in the Board of Directors Minutes once elected, her designation was filed with the State of Florida. Her mandate is due on July 2025, not related to any arrangement or understanding and any other third parties. She is not having any family relationship with any other director.

*Business experience*:	2019 Legal counselor for Cevima S.A., Neighpart S.A., and Kaizen Energy S.A. 2020: Legal counselor for Cevima S.A., Neighpart S.A. Kaizen Energy S.A. 2021: Legal counselor for Cevima S.A., Neighpart S.A. Kaizen Energy S.A. 2022: Director for Kaizen Energy S.A.E.C.A. Legal counselor for Neighpart S.A. and Cevima S.A 2023: Director for Neighpart S.A, and Kaizen Energy S.A.E.C.A. legal counselor at Cevima S.A. 2024 - current: Director Neighpart S.A., Director Kaizen Energy S.A.E.C.A. legal counselor at Cevima S.A. Chief Legal Officer (CLO) Neighpart International Corporation. Presidente and joint and several administrator Neighpart Servicios Internacionales S.L. Experience and Qualifications: - Ability to provide specialized recommendations in the field of competition, improving and optimizing the operational and strategic functioning of companies. - Controls, verifies and approves documents that require the signature of the Executive Director, ensuring accuracy, legality, and compliance with internal policies. - Monitors compliance with internal procedures and applicable state regulations, negotiating and drafting contracts with state entities, suppliers, and other parties.

	- Protects the interests of companies in legal and extrajudicial procedures, applying effective legal strategies to safeguard rights and resources. - Manages and controls business operations from a legal perspective, documenting and generating reports for executive decision-making. Professional Competence: - Analyzes complex legal problems and proposes appropriate solutions, ensuring compliance with legal requirements and regulations. - Provides specialized advice on legal provisions and sector regulations, facilitating informed decisions per the current legal framework. - Formulates and presents proposals for legal policies for comprehensive compliance with applicable regulations, establishing guidelines and procedures that ensure the legal compliance of companies. - Conducts thorough audits of legal documentation, including contracts, agreements, and corporate records, verifying compliance with established legal procedures. - Draft contracts and confidentiality agreements in situations that require the protection of confidential information and intellectual property. Holds a Master’s in Economic Analysis of Law and Public Management with a Minor in Project Management by the EAE Business School in Madrid. She is a lawyer, graduated Honor Roll, from the Faculty of Law and Social Sciences of the National University of Asunción. Additionally, she is a specialist in Judicial Function and Higher Education: Didactic University. She speaks many languages such as Spanish, Guaraní, English, Portuguese, Turkish and some Italian.

*Involvement in certain legal* *proceedings*	As an individual was neither involved in legal proceedings of any kind nor subject to order, judgment, or decree permanently or temporarily enjoining him from, or otherwise limiting his activities of any kind.

Sandra Yanil Caballero Ojeda: Company’s Director and Chief Financial Officer (CFO), 28 years old, elected on July 10, 2024, and still in this tenure, her consent was instrumented in the Board of Directors Minutes once elected, her designation was filed with the State of Florida. Her mandate is due on July 2025, not related to any arrangement or understanding and any other third parties. She is not having any family relationship with any other director.

Business experience:

2019 – Administrative Assistant Neighpart S.A., and Cevima S.A.

2020 – Administrative Manager Neighpart S.A., and Cevima S.A.

2022 – Treasurer Neighpart S.A.; Cevima S.A., and Kaizen Energy S.A.E.C.A.

2023 (first semester): Administrative Director Neighpart S.A., Cevima S.A., and Kaizen Energy S.A.E.C.A. Chief Treasurer Officer (CTO) Neighpart International Corporation. (second semester) Executive Director Neighpart S.A.; Administrative Director Cevima S.A. and Kaizen Energy S.A.E.C.A.; Chief Treasurer Officer (CTO) Neighpart International Corporation.

2024 – present: Chief Treasurer Officer (CTO) and then Chief Financial Officer (CFO) at Neighpart International Corporation. Executive Director Neighpart S.A., Administrative Director Cevima S.A., and Kaizen Energy S.A.E.C.A

Experience and Qualifications:

- More than a decade of experience in the administrative and financial sector, specializing in treasury and resource management.

-Recognized for her ability to effectively address organizational challenges, demonstrating problem-solving and communication skills.

- Experience in optimizing processes and improving efficiency within the organization.

- Demonstrated skills in managing teams and building strong relationships with internal and external stakeholders; Demonstrated exemplary leadership and critical decision-making skills, contributing to countless improvements in her department.

Professional Competence:

- Management of daily administrative and financial activities, including cash flow, investments, banking transactions, and payment processes.

- Close collaboration with the CFO to define objectives and policies. and strategies that guide the activities of the different sectors of the company.

- Verification of the accuracy of data in invoices and control of payments to national and international suppliers.

- Generation of reports and analysis of payments, identifying trends and opportunities to improve the efficiency of the process.

- Supervise the execution of salary payments and tax obligations, ensuring compliance with applicable financial policies and regulations.

- Proposal of opportunities for automation and optimization of administrative and treasury processes.

- Management of bank accounts, including reconciliations, dealing with account executives, and preparation of documents for exchange and loan operations.

- Control of loan refinancing requests and updated maintenance of the company’s loan files.

- Supervision of the efficient use of the company’s financial, human, and material resources.

- Leadership and management of administrative and treasury personnel, ensuring alignment with the company’s objectives.

- Communication of the incorporation of new personnel and maintenance of files of equipment delivered and representation expenses.

- Monthly verification of reports sent by internal audit to intervene in necessary cases.

In an effort to augment her knowledge and expertise, she is furthering her studies, currently working towards a degree in Business Administration.

Involvement in certain legal

proceedings

As an individual was neither involved in legal proceedings of any kind nor subject to order, judgment, or decree permanently or temporarily enjoining him from, or otherwise limiting his activities of any kind.

Alicia Belen Verdun de Butler: Company’s Director, Chief Operational Officer (COO) and Board secretary, 25 years old, elected on July 10, 2024, and still in this tenure, her consent was instrumented in the Board of Directors Minutes once elected, her designation was filed with the State of Florida. Her mandate is due on July 2025, not related to any arrangement or understanding and any other third parties. She is not having any family relationship with any other director.

Business experience:

2019 - Ethical and Compliance Pact (PEC)

2020 -2021 - Academic-cultural exchange (Global Ugrad). Independent works. Volunteers. Completion of university degree (bachelor’s degree)

2022 - Assistant Embassy of the Dominican Republic in Paraguay. Assistant to the Board of Directors Neighpart S.A., and Kaizen Energy S.A.E.C.A., Secretary at Neighpart International Corp.

2023 – current: Director Neighpart S.A., Chief Operating Officer (COO) and Board Secretary Neighpart International Corp.

Experience and Qualifications:

Results-oriented with a proactive approach and strong skills in interpersonal communication, analytical problem-solving, and project management.

Varied experience in employment, scholarship programs, and volunteer work, excelling in dynamic environments that require collaboration and teamwork.

Effectively manages and schedules the council’s agenda, coordinating local and international commitments and logistical arrangements with precision.

Acts as a key link between stakeholders, shareholders, collaborators, and the public.

Contributes to strategic projects with valuable ideas and assistance according to organizational needs.

Improve corporate communications and optimize operations to increase efficiency.

Professional Competence

Has demonstrated skills in optimizing resources and operational processes, as well as in implementing practices to guarantee compliance with quality standards and regulations.

She is recognized for her ability to lead multidisciplinary teams and promote a collaborative work environment that encourages innovation and continuous improvement.

Likewise, she has demonstrated the ability to maintain confidentiality and manage sensitive information effectively, complying with legal standards and corporate regulations.

She is known for her ability to cultivate strong relationships with shareholders, directors, and executive teams, facilitating clear and efficient communication within the organization.

She has effectively managed documentation for the board of directors meetings, ensuring accuracy and compliance with internal and external regulations.

She is an expert in drafting all types of documentation from minutes, and notes, preparation of executive reports, and handling of official correspondence, guaranteeing transparency and regulatory compliance.

Her meticulous approach and her ability to manage multiple tasks have positioned her as an invaluable resource for corporate management.

Verdun holds a bachelor’s degree in international relations from Universidad de la Integración de las Unidas-UNIDA, Paraguay. She has won scholarships sponsored by the U.S. Department of State such as The English Access Micro Scholarship Program Paraguay (2014-2016), Becas Hayes Program for Advanced English (2016-2018), and Global Undergraduate Exchange Program-Global Ugrad (2020) at the University of St. Louis-Missouri. She has also earned other honors, including the Access Spirit Prize. Her most recent Certificate was Strengthening the Board of Directors’ at UCOM -Universidad Comunera (2023)

Involvement in certain legal

proceedings

Genesis Maria del Mar, Torres Sanchez: Company’s Director, Chief Marketing Officer (CMO), 25 years old, elected on May 3, 2024, and ratified in July 10, 2024, and still in this tenure, her consent was instrumented in the Board of Directors Minutes once elected, her designation and ratification were filed with the State of Florida. Her mandate is due on July 2025, not related to any arrangement or understanding and any other third parties. She is not having any family relationship with any other director.

Business experience:

2019 – 2021: Cevima S.A. Contracts Supervisor

2022: Cevima S.A. Operations Manager

2023: Operations Manager Neighpart S.A., Vice President of Neighpart S.A.

2024 – current: Vice President of Neighpart S.A., Chief Human Resources Officer (CHRO) Neighpart International Corp., Chief Marketing Officer (CMO)

Experience and Qualifications:

Proactive, energetic, and committed professional, with aptitudes in adaptability, resolution, tenacity, dynamism, communication skills, and teamwork competence.

Ability to adapt and resolve challenges efficiently, fostering effective collaboration within teams.

Experience in managing operational teams, ensuring compliance with contracts, and daily supervision to satisfy the needs of clients and workers.

Noted for her constant pursuit of improvement, both on a personal and corporate level and for her ability to solve problems and maintain confidence during stressful situations.

Professional Competence:

Performs their work with efficiency, responsibility, and honesty, respecting and promoting the company’s values.

Collaborates with those responsible for the sectors in charge of it to establish objectives, sectoral policies, and activities under the available strategies and resources.

Participate and collaborate with the CEO in the preparation of the company’s general budget.

Plans and coordinates daily operations, establishing policies, procedures, and briefings with staff.

Supervises and controls compliance with operational processes, optimizing the efficiency of resources and processes.

Implements strategies to improve productivity and reduce costs, guaranteeing compliance with quality standards.

Evaluate and manage the risks associated with operations, establishing effective relationships with suppliers and customers.

Develops and implements operational policies and procedures, leading and motivating the operations team.

Performs periodic analysis and reports on the performance of operations, identifying opportunities for improvement and proposing solutions.

Participates in the company’s strategic planning, contributing with ideas and recommendations from an operational perspective.

Stays updated on trends and best practices in operations management.

Evaluate and manage the human, technical, and financial resources necessary for operations, complying with applicable standards and regulations.

Facilitates effective communication between the different hierarchical levels and areas of the company, resolving conflicts and making timely decisions.

Promotes the culture of continuous improvement and innovation in the company’s operations.

Establishes policies and procedures that guide collaborators in the operations area in the development of work and integrity of resources.

Holds informative and instructive meetings with the personnel in charge for a better organization.

Negotiates budgets, prices, and conditions of services, ensuring that all operations are carried out profitably.

Supervises and verifies the work carried out by the areas under his/her responsibility, attending training events to support his/her professional development and that of the staff.

Torres is pursuing a master’s degree in taxation and Tax Consulting. She is a Lawyer (2018) graduated from the Universidad Tecnológica Intercontinental from Paraguay. She also holds a certification in Audit and Institutional Analysis (2023) at the Centro de Formación Técnica de la Pontificia Universidad Católica de Valparaíso, Chile. Currently, she is studying Corporate and Business Law with the prospect of combining it with Compliance.

Involvement in certain legal

proceedings

Giovanni Jesus Maria Catella Llano: Company’s Director and Chief Human Resources Officer (CHRO), 30 years old, elected on July 10, 2024, and still in this tenure, her consent was instrumented in the Board of Directors Minutes once elected, her designation was filed with the State of Florida. His mandate is due on July 2025, not related to any arrangement or understanding and any other third parties. Mr. Escobar Brizuela is the uncle to Mr. Giovanni Catella, other than that is not having any family relationship with any other director.

Business experience:

2019 – 2021: Cevima S.A. Contracts Supervisor

2022: Cevima S.A. Operations Manager

2023: Operations Manager Neighpart S.A., Vice President of Neighpart S.A.

2024 – current: Vice President of Neighpart S.A., Chief Human Resources Officer (CHRO) at Neighpart International Corporation.

Experience and Qualifications:

Direct, calculating, and methodical professional, with a perfectionist approach in all his endeavors.

Excellent in the organization, planning, and execution of complex projects.

Ability to handle complex situations with logical and analytical thinking.

Experience in implementing strategies to improve operational processes and increase efficiency.

Proficient in tools such as Microsoft Office (Word, Excel, PowerPoint) and communication skills in Spanish, English, and Italian.

Professional Competence:

Performs his/her job with efficiency, responsibility, and honesty, respecting and enforcing the company’s values.

Collaborates with those responsible for the sectors in charge to establish objectives, policies, and activities under the available strategies and resources.

Participate and collaborate with the CEO in the company’s general budget.