Neighpart Eyes LatAm Telemedicine Lead, Acquires Key Paraguayan Assets

TL;DR

**NEIGHPART is a high-risk, high-reward play on bringing advanced healthcare tech to developing markets, but the pending acquisitions and lack of public trading make it a speculative bet.**

AI Summary

NEIGHPART INTERNATIONAL CORP. (NIC) is an emerging growth company focused on integrating healthcare and energy services in Paraguay, with plans for expansion into South America and the Caribbean. The company is pursuing the acquisition of 100% of Neighpart S.A. and Kaizen Energy S.A.E.C.A. in exchange for Series B Preferred Shares, with closing pending PCAOB audit reports. Neighpart S.A., founded in 1991, has been a leading distributor of medicines and medical equipment in Paraguay, ranking number one in its sector from 2018 to 2023. NIC has also secured an exclusive 3-year distribution and manufacturing MOU with Comitas Telesalud S.A. for advanced telemedicine equipment in Argentina, Brazil, and Paraguay, a technology proven by the Spanish Armed Forces in extreme conditions. This telemedicine system, unlike standard video consultations, enables full medical data interaction in real-time, including EKGs and sonograms, transmitted via a proprietary encryption protocol. The company's common stock is being registered at a book value of $0.1674 per share, totaling $2,636,065 for 15,744,000 shares, with an application for listing on the OTCQB exchange. NIC aims to provide strong financials and cash flow for growth, leveraging Paraguay's stable macroeconomic policies and low corporate tax rate of 10%.

Why It Matters

This S-1/A filing signals NEIGHPART INTERNATIONAL CORP.'s aggressive strategy to dominate the healthcare and energy sectors in Paraguay and expand across Latin America. For investors, the potential acquisition of established entities like Neighpart S.A., a market leader for over 30 years, and the exclusive telemedicine distribution rights with Comitas Telesalud S.A. offer significant growth prospects in underserved markets. Employees and customers in Paraguay stand to benefit from improved healthcare infrastructure and advanced medical technologies, potentially enhancing quality of life. The broader market could see increased competition and innovation in regional healthcare, especially with the integration of renewable energy solutions from Kaizen Energy S.A.E.C.A. to support telemedicine in remote areas.

Risk Assessment

Risk Level: high — The risk level is high due to several factors, including the pending nature of key acquisitions (Neighpart S.A. and Kaizen Energy S.A.E.C.A.) which are contingent on PCAOB audit reports, as stated on page 3. There is currently no public market for NIC's common stock, and listing on OTCQB is not a condition for the registration's consummation, as noted on page 18. Furthermore, the company relies heavily on future partnerships and the successful implementation of advanced technologies in developing markets, which inherently carry execution risks.

Analyst Insight

Investors should approach NEIGHPART INTERNATIONAL CORP. with extreme caution, recognizing its highly speculative nature. Monitor the progress of the PCAOB audits for the proposed acquisitions and the successful listing on OTCQB before considering any investment. Given the lack of a public market and the early stage of its strategic initiatives, this is currently suitable only for investors with a high-risk tolerance and a long-term horizon.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

+0%

Key Numbers

• $0.1674 — Registration price per share (Book value as of September 30, 2025, for NIC's common stock)
• $2,636,065 — Total value of common stock registered (Represents 15,744,000 issued and outstanding shares at $0.1674 per share)
• 15,744,000 — Number of common stock shares issued and outstanding (Subject to this shelf registration)
• 30 years — Operational history of Neighpart S.A. (Indicates established market presence since 1991)
• 2018 to 2023 — Years Neighpart S.A. ranked #1 in its sector (According to official Paraguayan statistics)
• 3 years — Term of distribution agreement MOU with Comitas Telesalud S.A. (Effective upon approval of Comitas devices in Argentina, Brazil, and Paraguay)
• 7 years — Duration of telemedicine technology use by Spanish Armed Forces (Demonstrates proven reliability in extreme conditions)
• 10% — Corporate tax rate in Paraguay (Lowest in Latin America, potentially favorable for NIC's operations)
• 2019 — Year NEIGHPART INTERNATIONAL CORP. was founded (Marks the beginning of its internationalization efforts)
• August 1, 2024 — Date NIC completed acquisition negotiations (For 100% of Neighpart S.A. and Kaizen Energy S.A.E.C.A.)

Key Players & Entities

• NEIGHPART INTERNATIONAL CORP. (company) — Registrant and emerging growth company
• Neighpart S.A. (company) — Target for 100% acquisition, founded in 1991, ranked #1 in its sector in Paraguay from 2018-2023
• Kaizen Energy S.A.E.C.A. (company) — Target for 100% acquisition, public limited company in solar energy industry in Paraguay
• Comitas Telesalud S.A. (company) — Spanish company providing advanced telemedicine equipment technology
• Claudio A. Escobar (person) — Majority shareholder of NIC, Neighpart S.A., and Kaizen Energy S.A.E.C.A.
• Donald R. Keer, Esq. (person) — Counsel and agent for service for the Registrant
• Securities and Exchange Commission (regulator) — Regulatory body for the S-1/A filing
• Republic of Paraguay (regulator) — Primary market for NIC's initial operations and expansion
• OTCQB (company) — Exchange where NIC has applied for listing
• Spanish Armed Forces (company) — User of Comitas Telesalud S.A.'s telemedicine technology for over seven years

FAQ

Risk Factors

• Dependence on Acquisitions [high — operational]: NIC's growth strategy is heavily reliant on the successful acquisition of Neighpart S.A. and Kaizen Energy S.A.E.C.A. The completion of these acquisitions is pending PCAOB audit reports, introducing uncertainty and potential delays. Failure to complete these acquisitions could significantly hinder NIC's stated business objectives.
• Regulatory Approval for Telemedicine [medium — regulatory]: The exclusive distribution and manufacturing MOU with Comitas Telesalud S.A. is contingent upon the approval of Comitas devices in Argentina, Brazil, and Paraguay. The timeline and certainty of these regulatory approvals are not guaranteed, which could impact the revenue potential from this key partnership.
• Competition in Healthcare and Energy [medium — market]: NIC operates in the healthcare distribution and energy sectors, both of which are competitive. While Neighpart S.A. has a strong #1 ranking in Paraguay for medicine and medical equipment distribution (2018-2023), expansion into new markets and the integration of energy services will expose NIC to new competitive pressures.
• Limited Operating History as NIC [medium — financial]: NEIGHPART INTERNATIONAL CORP. was founded in 2019, and its current operational structure is largely dependent on the acquired entities. The company's ability to generate strong financials and cash flow for growth, as stated in its objectives, is yet to be fully demonstrated under the NIC umbrella.
• Integration Risks [medium — operational]: The integration of Neighpart S.A. and Kaizen Energy S.A.E.C.A. into NIC's operations presents significant integration risks. Challenges in merging systems, cultures, and management teams could lead to operational disruptions and hinder the realization of expected synergies.
• Reliance on Exclusive Agreements [medium — market]: NIC's growth is significantly tied to its exclusive MOU with Comitas Telesalud S.A. The success of this venture depends on the market acceptance and adoption of the advanced telemedicine equipment, as well as the continued exclusivity of the agreement.

Industry Context

NEIGHPART INTERNATIONAL CORP. operates at the intersection of healthcare services and energy, with a strategic focus on Paraguay and expansion into South America and the Caribbean. The healthcare distribution sector, particularly for medicines and medical equipment, is characterized by established players like Neighpart S.A., which holds a #1 market position in Paraguay. The integration of advanced telemedicine technology, proven by military use, represents a significant innovation aiming to capture a growing market driven by demand for remote healthcare solutions. The energy sector involvement, through Kaizen Energy S.A.E.C.A., suggests a diversified approach to leveraging regional economic development.

Regulatory Implications

NIC faces regulatory hurdles primarily related to the approval of its advanced telemedicine equipment in target markets like Argentina, Brazil, and Paraguay. Compliance with healthcare and data privacy regulations in these jurisdictions will be crucial for the success of its Comitas Telesalud S.A. partnership. Furthermore, as an emerging growth company seeking listing on the OTCQB, NIC must adhere to SEC reporting requirements and maintain compliance with exchange rules.

What Investors Should Do

1. Monitor acquisition closing and PCAOB audit status
2. Evaluate telemedicine market penetration and regulatory approvals
3. Assess financial performance post-acquisition
4. Analyze competitive landscape in Paraguay and expansion markets

Key Dates

• 1991-01-01: Founding of Neighpart S.A. — Establishes the long operational history and market leadership of a key acquired entity.
• 2019-01-01: Founding of NEIGHPART INTERNATIONAL CORP. — Marks the inception of the parent company and its internationalization strategy.
• 2024-08-01: NIC completed acquisition negotiations — Indicates a significant step towards consolidating the core operating businesses of Neighpart S.A. and Kaizen Energy S.A.E.C.A.

Glossary

S-1/A

An amendment to a registration statement filed with the U.S. Securities and Exchange Commission (SEC) for the purpose of registering securities for public sale. (This document is the primary filing providing detailed information about NIC's business, financials, and risks as it prepares for a public offering.)

PCAOB

Public Company Accounting Oversight Board, a non-profit corporation established by Congress to oversee the audits of public companies in order to protect the interests of investors. (The pending PCAOB audit reports are a critical dependency for the completion of NIC's planned acquisitions.)

MOU

Memorandum of Understanding, a preliminary or exploratory agreement between parties indicating a convergence of will or a common line of action. (NIC has secured an MOU for exclusive distribution and manufacturing of telemedicine equipment, a key growth driver.)

OTC QB

A quotation service for over-the-counter (OTC) securities in the United States, operated by OTC Markets Group. It is a market for lower-priced, more speculative securities. (NIC is seeking to list its common stock on the OTCQB exchange, indicating its current stage of development.)

Book Value

The value of a company's assets minus its liabilities, representing the theoretical net worth of the company. (NIC's common stock is being registered at a book value of $0.1674 per share, providing a baseline valuation metric.)

Series B Preferred Shares

A class of preferred stock that typically has certain rights and privileges over common stock, often including liquidation preferences and dividend rights. (These shares are being used as consideration for the planned acquisitions of Neighpart S.A. and Kaizen Energy S.A.E.C.A.)

Year-Over-Year Comparison

As this is an S-1/A filing, it represents an initial or amended registration statement for a company preparing for public trading. Therefore, direct year-over-year comparisons of key financial metrics like revenue, net income, or margins are not applicable at this stage. The filing focuses on establishing the company's business model, planned acquisitions, and the valuation of its registered shares ($0.1674 per share for 15,744,000 shares, totaling $2,636,065). New risks related to acquisition completion and regulatory approvals for telemedicine technology are highlighted.

Key Financial Figures

• $0.1674 — ation price of our common stock will be $0.1674 per share, the book value as of Septemb
• $115 million — May of 2019, the World Bank approved a $115 million loan to allow Paraguay to develop healt
• $381 — re spending per capita for one year was $381. This number is a fraction of what deve

Filing Documents

• neighpart_s1a4.htm (S-1/A) — 1270KB
• image_001.jpg (GRAPHIC) — 8KB
• image_002.jpg (GRAPHIC) — 7KB
• image_003.jpg (GRAPHIC) — 16KB
• image_004.jpg (GRAPHIC) — 35KB
• image_005.jpg (GRAPHIC) — 91KB
• img1.jpg (GRAPHIC) — 59KB
• image_007.jpg (GRAPHIC) — 16KB
• 0001683168-25-009027.txt ( ) — 1591KB

RISK FACTORS

RISK FACTORS 10 OUR ORGANIZATIONAL STRUCTURE 14 EMERGING GROWTH COMPANY 15 SUMMARY OF CONSOLIDATED FINANCIAL AND OTHER DATA 16 CORPORATE INFORMATION 17 THE REGISTRATION 18

RISK FACTORS

RISK FACTORS 19 MARKET AND INDUSTRY DATA 37 TRADEMARKS, SERVICE MARKS AND TRADE NAMES 37 DIVIDEND POLICY 38 CAPITALIZATION 39

DILUTION

DILUTION 40 SELLING SECURITY HOLDERS 41 PLAN OF DISTRIBUTION 41 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 42

BUSINESS

BUSINESS 44 MANAGEMENT 45 EXECUTIVE AND DIRECTOR COMPENSATION 58 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 59 PRINCIPAL STOCKHOLDERS 60

DESCRIPTION OF STOCK

DESCRIPTION OF STOCK 62 SHARES ELIGIBLE FOR FUTURE SALE 69 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 71 INDEX TO FINANCIAL STATEMENTS F-1 EXHIBITS 80

SIGNATURES

SIGNATURES S-1 ii 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. 1 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking 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 maj

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View this S-1/A filing on SEC EDGAR