Naploy reports $18,097 revenue and $31,676 net loss for fiscal 2026

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Annual Report pursuant to Section 13 or

Transition Report pursuant to Section 13

Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended July 31 , 2025 2026

Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Registration No. 333-274889

Registration No. 000-56729

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Primary Standard Industrial

Incorporation or Organization

Classification Code Number

(State or Other Jurisdiction of Incorporation or Organization )

(IRS Employer Identification Number )

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Ordinary shares, par value $0.0001 per share

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Cybersecurity 1 change

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During the fiscal year ended July 31, 2025, 2026, the

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Mine safety disclosures 4 changes

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As of July 31, 2025, 2026, no shares of our common stock

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As of July 31, 2025, 2026, the 3,803,370 issued and

outstanding shares of common stock were held by a total of 51 52 shareholder of record.

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stock during the fiscal years ended July 31, 2025 2026 and 2024. 2025.

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MD&A 23 changes

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During the years ended July 31, 2025 2026 and 2024, 2025,

we generated $18,097 and $7,950 of revenue, respectively. Revenue increased by $10,147, or 127.6%, for the fiscal year ended July 31,

we generated $7,950 and $0 of revenue, respectively. Revenue increased by $7,950, or 100%, for the fiscal year ended July 31, 2025 2026 compared to the fiscal year ended July 31, 2024. 2025. This increase in revenue was due to start of sales of our services in October 2024.

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31, 2025 2026 and 2024, 2025, were $28,664 $49,773 and $20,301, $28,664, respectively, which were comprised of amortization expense ($9,000 - July 31, 2025 2026 and $9,000

- July 31, 2024); 2025); general and administrative fees of the Company ($88 ($21,064 July 31, 2025 2026 and $273 $88 - July 31, 2024); 2025); and professional fees ($19,576 ($19,709 - July 31, 2025 2026 and $11,028 $19,576 - July 31, 2024). 2025). Operating expenses increased by $8,363, $21,108, or 41.2%, 73.6%, for the fiscal year ended

July 31, 2025 2026 compared to the fiscal year ended July 31, 2024. 2025. This increase during the period was primarily due to increased audit fees higher general and legal administrative expenses, driven primarily by an increase in consulting fees.

of the above, the Company recorded a net loss of $20,714 $31,676 and $20,301 $20,714 for the years ended July 31, 2025 2026 and 2024, 2025, respectively.

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As of July 31, 2025, 2026, we had

had total assets were $59,342, $57,853, comprised of $32,717 $40,228 in current assets and $26,625 $17,625 in intangible assets. As of July 31, 2025, 2026, our current liabilities were $70,470 $100,657 and stockholders equity deficit was $11,128. $42,804.

As of July 31, 2025, we

had total assets were $59,342, comprised of $32,717 in current assets and $26,625 in intangible assets. As of July 31, 2025, our current liabilities were $70,470 and Stockholders equity was $11,128.

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of cash for the years ended July 31, 2025 2026 and 2024 2025 were as follows:

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Net Cash Provided by (Used in) Investing Activities

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We used net cash of $21,165 $13,651

in operating activities for the year ended July 31, 2025, 2026, as a result of our net loss of $20,714 $31,676 adjusted for non-cash amortization in the amount of $9,000, increase in prepaid expenses of $20,000, increase in accounts payable of $99 $121 and increase in deferred revenue of net cash of $17,001 in operating activities for the year ended July 31, 2024, as a result of our net loss of $20,301 adjusted for non-cash amortization in the amount of $9,000, decrease in accounts payable of $5,700. $8,904.

In comparison, we used

net cash of $17,001 in operating activities for the year ended July 31, 2025, as a result of our net loss of $21,165 adjusted for non-cash amortization in the amount of $9,000, increase in prepaid expenses of $20,000, increase in accounts payable of $99 and increase in deferred revenue of $10,450.

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the year ended July 31, 2025. For the year ended July 31, 2024, we have generated $(20,000) in investing activities.

We had no cash provided by (used in) investing activities for

activities for the years ended July 31, 2026 and 2025.

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$1,537 for the year ended July 31, 2025, comprised of proceeds from related party loans of $162 and proceeds from sale of common stock of $1,375.

$21,162 for the year ended July 31, 2026, comprised of amounts due to related-party.

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activities was $68,451 $1,537 for the year ended July 31, 2024, 2025, comprised of proceeds from related party loans amounts due to related-party of $33,759 $162 and proceeds from sale of common stock of $34,692. $1,375.

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Financial statements 82 changes

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Balance Sheet as of July 31, 2025 and 2024

Report of Independent Registered Public Accounting Firm (ID: 6993)

Balance Sheets as of July 31, 2026 and 2025

Statements of Operations for the years ended July 31, 2025 2026 and 2024 2025

Statements of Stockholders Equity for the years ended July 31, 2025 2026 and 2024 2025

Statements of Cash Flows for the years ended July 31, 2025 2026 and 2024 2025

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Company as of July 31, 2025, and 2024 and the results of its operations and its cash flows for each of the two years in the period ended

of Naploy Corp. as of July 31, 2025, 2026, and 2024 2025 and the related statements of operations, stockholders equity, and cash flows for each of the two years in the period ended July 31, 2025 2026 and 2024, 2025, and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2026, and 2025 and the results of its operations and its cash flows for each of the two years in the period ended July

July 31, 2025, 2026, and 2024 2025 in conformity with accounting principles generally accepted in the United States of America.

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prepared assuming the Company will continue as a going concern as disclosed in Note 2 to the financial statement, the Company incurred a net loss of $(20,714) $31,676 and an accumulated deficit of $(47,395) $79,071 . The continuation of the Company as a going concern is dependent upon continuing financial support from its stockholders and lenders. Management believes the existing shareholders or external fund providers will provide the additional cash to meet the Company s obligations as they become due.

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the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

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We evaluated management s plan for addressing the adverse effects of the conditions identified, including assessing the reasonableness of forecasted information and underlying assumptions by comparing to actual results of prior periods and actual results achieved to date, and utilizing our knowledge of the entity, its business and management in considering liquidity needs and the Company s ability to generate sufficient cash flow, (iii)

We assessed the possibility of raising additional debt or credit, (iv) We evaluated the completeness and accuracy of disclosures in the financial statements.

We evaluated the completeness and accuracy of disclosures in the financial statements.

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Accounts Payable Related Party

Amounts Due to Related-Party

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Common stock, $ 0.0001 par value, 75,000,000 shares authorized; 3,803,370 and 3,734,620 3,803,370 shares issued and outstanding as of July 31, 2025 2026 and July 31, 2024, 2025, respectively

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STATEMENT STATEMENTS OF OPERATIONS

Years ended July 31, 2025 2026 and 2024 2025

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STATEMENT STATEMENTS OF STOCKHOLDERS EQUITY

Years ended July 31, 2025 2026 and 2024 2025

Balance, July 31, 2025

Net loss for the year ended July 31, 2026

Balance, July 31, 2026

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Balance, July 31, 2023

Shares issued for cash

Net loss for the year ended July 31, 2024

Balance, July 31, 2024

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Years ended July 31, 2025 2026 and 2024 2025

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CASH FLOWS FROM INVESTING ACTIVITIES

Mobile Application and Website Acquisition

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES

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Accounts Payable - Related Party Loans

Amounts Due to Related-Party

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YEARS ENDED JULY 31, 2025 2026 AND 2024 2025

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Company had an accumulated deficit of $ 47,395 79,071 as of July 31, 2025 2026 a net loss of $ 20,714 31,676 for the year ended July 31, 2025. 2026. These factors raise substantial doubt about the Company s ability to continue as a going concern.

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Our cash is held in a Wise electronic money

account. In accordance with ASC 230-10-20, Statement of Cash Flows , the Company has determined that the cash held in the Wise electronic money account should be classified as cash because it is readily available for the payment of obligations, and free from any contractual restriction that limits its use.

Our Company holds its cash and cash equivalents

in accounts with Wise, a financial technology company specializing in international money transfers. It is important to note that Wise is not a bank, but rather a licensed and regulated financial services provider.

Wise operates under regulatory frameworks and

is subject to oversight by various financial regulatory authorities. While it provides services that are similar to traditional banks, it does not operate as a traditional bank and is not a member of the Federal Deposit Insurance Corporation (FDIC).

Investors should be aware that, unlike traditional

banks covered by the FDIC, Wise accounts do not offer deposit insurance. The absence of FDIC coverage means that the funds held in Wise accounts are not protected up to the standard FDIC-insured limit.

Our cash is held exclusively in a Wise electronic

money account. Funds held in Wise accounts are not insured by the Federal Deposit Insurance Corporation (FDIC) or any other deposit protection scheme.

Over 99% of Wise s funds are held in cash

with these banks (GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, N.A., US Government bonds) as well as in secure liquid assets such as EU, UK and US Government bonds in order to diversify risk and maximise liquidity. Wise takes this approach to make sure the money is highly liquid and therefore always available to clients.

Our choice to utilize Wise aligns with our commitment

to leveraging innovative and efficient financial services while remaining transparent about the associated regulatory and insurance considerations.

As the company is incorporated in and under the

laws of the United States, we are considered as the American customer of Wise and fall under the jurisdiction of the agreement for the

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2025. 2026. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

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As of July 31, 2025 2026 and 2024, 2025, there were no potentially

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Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker ( CODM ), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company s financial statements and related disclosures. As defined in the

ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. This standard was effective for the Company for the year ended July 31, 2025, and did not have a material impact on the Company s financial statements (see Note 4).

In September 2025, the FASB issued ASU 2025-06,

Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use

Software," which modernizes the accounting for costs related to internal-use software by removing all references to prescriptive and sequential software development stages. The amendments are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the ASU to determine its impact on the Company s disclosures and consolidated financial statements.

In November December 2023, the FASB issued ASU 2023-07, 2023-09,

"Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which enhances the disclosure requirements for income taxes primarily related to the rate reconciliation and income taxes paid information. The amendments are effective for fiscal years beginning after December 15, 2024. The Company adopted the standard on a prospective basis for the fiscal year ended July 31, 2026. The required disclosures are included in Note 8.

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31, 2025 and 2024, respectively.

NOTE 6 LOAN FROM RELATED PARTY

As of July 31, 2025, the Company had a loan outstanding

with a related party: Mr. Rafael Angel Ulloa Bonilla, our Director, who has given us a loan in the amount of $ 59,921 for the Company s working capital purposes. The amount is outstanding and payable upon request.

and website for $ 45,000 , which is being amortized over a five-year five -year life. The accumulated amortization was $ 18,375 27,375 and $ 9,375 18,375 as of July

31, 2026 and 2025, respectively.

NOTE 6 RELATED PARTY TRANSACTIONS

As of July 31, 2026, the amount due to the Company s

Director, Mr. Rafael Angel Ulloa Bonilla, was $ 81,083 , which consists of $ 60,083 of operating expenses the director paid on behalf of the Company for the period from April 6, 2023 (inception) through July 31, 2026, and $ 21,000 the services provided by the Director to the Company for the year ended July 31, 2026.

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On December 22, 2017, the President of the United

States signed into law the Tax Cuts and Jobs Act ( Tax Reform Act ). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.

As of July 31, 2025, 2026, and July 31, 2024, 2025, the Company

had 3,803,370 and 3,734,620 3,803,370 shares issued and outstanding, respectively.

For the year ended July 31, 2026, the Company has incurred net losses and therefore, has no tax liability. The cumulative net operating loss carry-forward is approximately $ 79,071 as of July 31, 2026, and will expire beginning in the year 2037.

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at the U.S. statutory rate at 21% for the period year ended July 31, 2026 and 2025, as follows:

Schedule of reconciliation of income tax reconciliation benefit (expenses)

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Schedule of deferred income taxes

Schedule of net deferred tax assets

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and 2 more changes in the filing

Controls and procedures 5 changes

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer at the time, the Company conducted an evaluation of the effectiveness of the Company s internal control over financial reporting as of July 31, 2025, 2026, using the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

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of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2025, 2026, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

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The Company lacks appropriate information technology controls As of July 31, 2025, 2026, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company s data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

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above, management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2025, 2026, based on criteria established in Internal Control- Integrated Framework issued by COSO in 2013.

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On July 31, 2026, under the supervision and with the participation of our management at the time, an evaluation was conducted of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2025. 2026. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

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Other information 1 change

year ended July 31, 2025, 2026, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Management 4 changes

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Frederick Sidney Reinhard Arnold, Age 39 40

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in accounting and finance, attended pre-medical school and has medical degree, showcasing a unique blend of financial acumen and medical insight. He has been working in administrative department of Consultorio del Dr. Edwin Chan hospital for ten years until the 2000s and played a crucial role in coordinating day-to-day activities, optimizing workflow, and ensuring efficiency. For the past 5 years has worked independently, engaging in traditional medical advice and providing his services in his private office called "Acupuncture & herbal medicine cabinet". Committed to holistic well-being, he has attended various medical trainings to enhance his knowledge and offer valuable insights to those seeking alternative healthcare solutions. In addition, he was a part of a group collecting the information for a book on various treatments, from traditional to modern medicine. His reputation is built on his wide experience, ability to think creatively, devise strategic plans, and exhibit outstanding leadership qualities. Through his unwavering dedication and perseverance, he has steered these enterprises towards remarkable achievements. Now, he aims to utilize his extensive expertise as the Director of the Company.

There are no any parent, subsidiary or other affiliates of the Company especially in which any of the directors could have previous occupation.

of the Company especially in which any of the directors could have previous occupation.

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Executive compensation 3 changes

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Long-term, Stock Based

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Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not grant Granting of Certain Equity Awards Close in Time to the Release of awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Principal stockholders 6 changes

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information relating to the beneficial ownership of our common stock as of July 31, 2025, 2026, by:

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Amount and Nature of Beneficial Ownership

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Beneficial Ownership

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any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

A beneficial owner of a security includes any

person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 31, 2025. 2026. As of July 31, 2025, 2026, there were 3,803,370 shares of our common stock issued and outstanding.

Related-party transactions 4 changes

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As of July 31, 2025, the Company had a loan outstanding

with a related party: Mr. Rafael Angel Ulloa Bonilla, our Director, who has given us a loan in the amount of $59,921. The loan is non-interest bearing, due upon demand and unsecured. No principal of this loan has been repaid yet. Loan agreement is filled as an Exhibit 10.1 to this Registration Statement. This Agreement is governed by the laws of the State of Wyoming.

As of July 31, 2026, the amount due to the Company s

Director, Mr. Rafael Angel Ulloa Bonilla, was $81,083, which consists of $60,083 of operating expenses the director paid on behalf of the Company for the period from April 6, 2023 (inception) through July 31, 2026, and $21,000 the services provided by the Director to the Company for the year ended July 31, 2026.

Principal accounting fees and services 1 change

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to us by our independent auditors (Boladale Lawal & Co) and our former independent auditors (BFBorgers CPA PC) for professional services rendered related to the fiscal years ended July 31, 2025, 2026, and July 31, 2024: 2025:

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Form 10-k summary 4 changes

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Dated: October 27, 2025

Dated: October 30, 2026

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Dated: October 27, 2025

Dated: October 30, 2026

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