10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

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

Nevada	TBA
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
Tian Bei W. Rd. Yung Guang Tian Di Ming Xing Ge, Unit 1503, Shenzhen, China
(Address of principal executive offices)
86-075525601615
(Registrant’s telephone number)
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

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

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

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

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

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

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

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PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

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

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

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

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NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

AS OF SEPTEMBER 30, 2012 AND MARCH 31, 2012

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

See accompanying notes to financial statements.

F-1

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

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

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

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

See accompanying notes to financial statements.

F-2

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

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

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

See accompanying notes to financial statements.

F-3

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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

Development Stage Company

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

Basis of Presentation

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

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic loss per share

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

F-4

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

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

NOTE 2 – PREPAID EXPENSES

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

NOTE 3 – ACCRUED EXPENSES

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

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

NOTE 4 – DUE TO OFFICER

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

NOTE 5 – COMMITMENTS AND CONTINGENCIES

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

F-5

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 6 – CAPITAL STOCK

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

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

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

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

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

NOTE 7 – INCOME TAXES

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

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

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

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

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

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

F-6

NEPIA, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 8 – LIQUIDITY AND GOING CONCERN

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

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

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

F-7

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

Forward-Looking Statements

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

Company Overview

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

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

Off Balance Sheet Arrangements

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

Going Concern

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

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Item 4.     Controls and Procedures

Disclosure Controls and Procedures

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2012, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

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

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

Changes in Internal Control over Financial Reporting

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

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A: Risk Factors

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

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

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits

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

**Provided herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Nepia, Inc.
Date:	November 6, 2012
	By: /s/ Li Deng Ke Li Deng Ke Title: Chief Executive Officer and Director

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EX-31.1

CERTIFICATIONS

I, Li Deng Ke, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2012 of Nepia, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2012

/s/ Li Deng Ke

By: Li Deng Ke

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, Li Deng Ke, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2012 of Nepia, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 6, 2012

/s/ Li Deng Ke

By: Li Deng Ke

Title: Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of Nepia, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2012 filed with the Securities and Exchange Commission (the “Report”), I, Li Deng Ke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Li Deng Ke
Name:	Li Deng Ke
Title:	Principal Executive Officer, Principal Financial Officer and Director
Date:	November 6, 2012

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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INCOME TAXES (Details Narrative)	6 Months Ended
	Sep. 30, 2012
Income Tax Disclosure [Abstract]
Cumulative tax effect	34.00%

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DUE TO OFFICER

6 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

DUE TO OFFICER

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

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ACCRUED EXPENSES

6 Months Ended

Sep. 30, 2012

Notes to Financial Statements

ACCRUED EXPENSES

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

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

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

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

Development Stage Company

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

Basis of Presentation

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

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

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

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic loss per share

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

Revenue Recognition

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

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

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CAPITAL STOCK (Details Narrative) (USD $)	0 Months Ended	6 Months Ended		26 Months Ended
	Aug. 10, 2010	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Mar. 31, 2012	Aug. 08, 2010
Equity [Abstract]
Common Stock, Shares Authorized		90,000,000		90,000,000	90,000,000
Common Stock, Par Value Per Share		$ 0.001		$ 0.001	$ 0.001
Preferred Stock, Shares Authorized		10,000,000		10,000,000	10,000,000
Preferred Stock, Par Value Per Share		$ 0.001		$ 0.001	$ 0.001
Common Stock Shares Issued		2,625,000		2,625,000	2,625,000	2,625,000
Amount Per Share						$ 0.02
Proceeds From Issuance Of Common Stock	$ 52,500	$ 0	$ 0	$ 52,500
Preferred Stock Shares Issued		0		0	0

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INCOME TAXES - NET DEFERRED TAX ASSET (Details) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Deferred tax asset attributable to:
Net operating loss carryover	$ 18,557	$ 17,197
Less: valuation allowance	(18,557)	(17,197)
Net deferred tax asset	$ 0	$ 0

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PREPAID EXPENSES

6 Months Ended

Sep. 30, 2012

Notes to Financial Statements

PREPAID EXPENSES

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

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Mar. 31, 2012	Aug. 08, 2010
Statement of Financial Position [Abstract]
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	90,000,000	90,000,000
Common Stock, Issued	2,625,000	2,625,000	2,625,000
Preferred Stock, Par Value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Issued	0	0

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INCOME TAXES (Tables)

6 Months Ended

Sep. 30, 2012

Income Tax Disclosure [Abstract]

FEDERAL INCOME TAXES

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

NET DEFERRED TAX ASSET

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

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Document and Entity Information	6 Months Ended
	Sep. 30, 2012	Nov. 02, 2012
Document And Entity Information
Entity Registrant Name	Nepia Inc.
Entity Central Index Key	0001504389
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,625,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Accounting Policies [Abstract]
Cash Equivalents	$ 12,500	$ 12,500

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Statements of Operations (USD $)	3 Months Ended		6 Months Ended		26 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Income Statement [Abstract]
REVENUES	$ 0	$ 0	$ 0	$ 0	$ 0
OPERATING EXPENSES
Organization costs	0	0	0	0	320
Professional fees	2,000	2,000	4,000	4,000	54,260
TOTAL OPERATING EXPENSES	2,000	2,000	4,000	4,000	54,580
LOSS FROM OPERATIONS	(2,000)	(2,000)	(4,000)	(4,000)	(54,580)
PROVISION FOR INCOME TAXES	0	0	0	0	0
NET LOSS	$ (2,000)	$ (2,000)	$ (4,000)	$ (4,000)	$ (54,580)
NET LOSS PER SHARE: BASIC AND DILUTED	$ 0.00	$ 0.00	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED	2,625,000	2,625,000	2,625,000	2,625,000

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INCOME TAXES

6 Months Ended

Sep. 30, 2012

Income Tax Disclosure [Abstract]

INCOME TAXES

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

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

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

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

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

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

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CAPITAL STOCK

6 Months Ended

Sep. 30, 2012

Equity [Abstract]

CAPITAL STOCK

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

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

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

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

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

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INCOME TAXES - FEDERAL INCOME TAXES (Details) (USD $)	6 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Income Tax Disclosure [Abstract]
Federal income tax benefit attributable to current operations	$ 1,360	$ 1,360
Less: valuation allowance	(1,360)	(1,360)
Net provision for Federal income taxes	$ 0	$ 0

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PREPAID EXPENSES (Details Narrative) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Notes to Financial Statements
Prepaid expenses	$ 0	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Nature of Business

Nature of Business

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

Development Stage Company

Development Stage Company

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

Basis of Presentation

Basis of Presentation

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

Cash and Cash Equivalents

Cash and Cash Equivalents

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

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

Income Taxes

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Stock-Based Compensation

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Basic loss per share

Basic loss per share

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

Revenue Recognition

Revenue Recognition

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

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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LIQUIDITY AND GOING CONCERN

6 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

LIQUIDITY AND GOING CONCERN

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

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

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SUBSEQUENT EVENTS

6 Months Ended

Sep. 30, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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ACCRUED EXPENSES (Tables)

6 Months Ended

Sep. 30, 2012

Notes to Financial Statements

SCHEDULE OF ACCRUED EXPENSES

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

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DUE TO OFFICER (Details Narrative) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Related Party Transactions [Abstract]
DueTo Officers	$ 9,000	$ 4,000

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Statements of Cash Flows (USD $)	6 Months Ended		26 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (4,000)	$ (4,000)	$ (54,580)
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses	0	1,000	0
Increase (decrease) in accrued expenses	(1,000)	0	5,580
Net Cash Used by Operating Activities	(5,000)	0	(49,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in due to officer	5,000	0	9,000
Proceeds from sale of common stock	0	0	52,500
Net Cash Provided by Financing Activities	5,000	0	61,500
Net Increase (Decrease) in Cash and Cash Equivalents	0	0	12,500
Cash and cash equivalents, beginning of period	12,500	29,811	0
Cash and cash equivalents, end of period	12,500	29,811	12,500
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	0	0
Income taxes paid	$ 0	$ 0

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Sep. 30, 2012

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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

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ACCRUED EXPENSES - SCHEDULE OF ACCRUED EXPENSES (Details) (USD $)	Sep. 30, 2012	Mar. 31, 2012
Notes to Financial Statements
Audit fees	$ 1,500	$ 2,500
Legal fees	2,150	2,150
Transfer agent fees	1,930	1,930
Total Accrued Expenses	$ 5,580	$ 6,580