As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/05/15  Code Navy                         10-12G                 3:366K                                   Hand Jehu/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12G      Registration of Securities (General Form)           HTML    153K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws   HTML      8K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     65K 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

                                     

CODE NAVY

(Exact name of registrant as specified in its charter)

Wyoming

47-1109428

(State or Jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)

                             

 

9891 Irvine Center Drive, Suite 200 Irvine, California 92618

 (949) 545-9363

(Address of principal executive offices)

(Telephone Number)

                           

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, no par value

(Title of Class)

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company x

(Do not check if a smaller reporting company)

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Item 1. Business

When used in this Form 10, the words "expects," "anticipates," "estimates" and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. Code Navy expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. This discussion should be read together with the financial statements and other financial information included in this Form 10. Readers should carefully review the other  documents  the Company files from time  to  time  with  the  Securities  and Exchange Commission,  including  the Quarterly Reports on Form 10-Q, the Annual Report on Form 10-K and any Current Reports  on  Form 8-K filed by the Company.

Background

The Company was incorporated on June 9, 2014 under the laws of the state of Wyoming, and is the product of a holding company reorganization effected by Code Navy, a Nevada corporation (“Code Navy (NV)”). Code Navy (NV) was organized in March 2007 as Qele Resources, Inc. to explore mineral properties in Fiji. That business did not result in any revenues. Subsequently Code Navy (NV) changed its name to Brand Neue Corp. and then to Culture Media Holdings Corp., and was engaged in the business of developing and marketing consumer products through a number of subsidiaries. That business appeared to have ceased sometime in calendar 2012, and the Company had minimal operations until it acquired its current business and underwent a holding company reorganization in June, 2014.

The Company reincorporated in Wyoming and ceased to have any interest in the assets or liabilities of Code Navy (NV) in connection with a holding company reorganization under Oklahoma law.  As a result of the holding company reorganization, Code Navy NV changed its name to Culture Medium Holdings Corp., became a wholly-owned Oklahoma subsidiary of the Company and was disposed of to a non-affiliated third party, and the former Code Navy NV shareholders became shareholders of the Company. As of June 30, 2014 and December 31, 2014, and giving effect to the holding company reorganization, there were approximately 100,190,858 shares of Common Stock outstanding.  More information regarding the prior business operations and the holding company reorganization is set forth below under the caption "The Reorganization."

Our Business

Code Navy is currently developing a database of certified offshore (non-US) programmers, in order to locate and refer qualified programmers to US customers. Potential programmers will add their information to our database by logging into our website, www.codenavy.com, and entering their information and credentials. As soon as our database has at least 5,000 programmers (at this time we have only a nominal number of programmers), we intend to solicit offshore programming contracts for 20-100 programmers and after obtaining contracts, purchase a mini-cruise ship or other vessel, which would be anchored off the coast of California and outside the 12-mile territorial limit of the United States. The intent is that our future customers will agree to house their offshore programmers aboard the vessel, upon which the programmers will provide their services without the need to obtain HB-1 or other visas to the United States. At the same time, our customers can easily visit their contract personnel and monitor their work progress.

Offshore programming services could include mobile app development, web design and website management, and other customized software programming. We have no customers at this time. Our plan is to enter into contractual arrangements with (primarily) US-based businesses which wish to obtain offshore programming services.

We intend to (but have not commenced to) market our services primarily through 3-5 salaried and commission-based sales representatives to be hired in the Western United States.

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Our website is www.codenavy.com. We are not soliciting investors via our web site.

There can be no assurance that our efforts to implement our business plan will be successful or that we will obtain revenues or profitability.

Offshore Programming Industry.

Code Navy intends to operate in the offshore programming industry. According to the UN Information Economy Report 2012:

Spending on computer software and services amounted to $1.2 trillion in 2011.

The industry shows solid annual growth with a slight downturn in 2009.

The US, EU and Japan are the top importers of software services, with the BRIC countries being the top 10 exporters.

The largest exporter is Ireland (home of low tax affiliates of major software companies) followed by India.

Social networks, cloud computing, and mobile applications are the growth areas in offshore programming at the  present time

Dollar value of  Indian software exports grew from $23.7 billion in 2005/2006 to $57.6 billion in 2010/2011

We expect to concentrate marketing on mobile applications, as we believe that it will continue to grow in the next 4-5 years.

The offshore programming market is highly fragmented, with no dominant players, and low barriers to entry. But established providers are likely to be larger, better financed, and many have established markets and market relationships. We believe our competitive advantage will be convenience to the US and customers.

Business Progress

Programming of our website and programmer database commenced in January, 2014 and is completed as of June 30, 2014. We believe that six to nine months will be required to obtain a critical mass of qualified programmers (5000+) and intend to commence marketing of our programmers by the end of calendar 2014. We must obtain contracts to employ at least 20 programmers for at least one year prior to purchasing and refitting a mini-cruise ship to house our programmers. The purchase and refit will require 3-6 months, therefore, as soon as this offering is complete we intend to commence inspection of potential vessels.  Refitting primarily will involve cosmetic upgrades and mechanical upgrades to the support system (electrical, plumbing) as well as wiring and furnishing for programming functionality.  

 

Management intends to market our programming services to medium size software companies, primarily in the Western United States. We plan to hire 3-5 marketing and sales representatives in California, Washington, Nevada and Utah to market our services. In addition, we plan to attend trade shows.

We have no sales contracts at this time

We do not have any orders for our products and we have no backlog.

We currently have only one employee, Ms. Semenova. We intend to hire 1 person in administration and 3-5 in sales and marketing upon conclusion of this offering. All of these employee estimates are assuming a full time basis. We have no firm plans on incentive or benefit plans but we intend to offer a stock option plan. We believe these employee levels will be sufficient for the next 12 months. In addition, the programming for our website was outsourced to a non-affiliated provider in Crimea. The current political conflict in Crimea had no impact on that provider nor do we expect there to be future impacts should we utilize this provider again.

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The Company does not anticipate that its software programming services will operate within the territorial limits of the United States of America, and does not believe its activities will be subject to US law. The crew members of the vessel will be subject to the laws of the country in which the vessel is flagged. We likely will register the vessel under a flag of convenience (Panama, Liberia etc.) Although laws related to seamen vary from jurisdiction to jurisdiction, generally speaking jurisdictions have adopted the Maritime Labor Convention, 2006, which regulations working conditions for crew members. We do not believe these regulatory standards will have a material effect on our operations.

Since the programmers will not be “crew” under the Maritime Labor Convention, 2006, we believe that no laws or regulations will govern their employment.

The Reorganization

The Company was incorporated on June 9, 2014 under the laws of the state of Wyoming, and is the product of a holding company reorganization effected by Code Navy, a Nevada corporation. Code Navy (NV) was organized in March 2007 as Qele Resources, Inc. to explore mineral properties in Fiji. That business did not result in any revenues. Subsequently Code Navy (NV) changed its name to Brand Neue Corp. and then to Culture Media Holdings Corp., and was engaged in the business of developing and marketing consumer products through a number of subsidiaries. That business appeared to have been significant, resulting in sales of $977,133 and a net loss of $2,467,858 as reported in the annual report on Form 10-K for the year ended March 31, 2011. According to Code Navy (NV)’s filings on EDGAR, there was a series of disputes between current and former management and Code Navy (NV) terminated operations sometime in late 2014 or 2012.  Code Navy (NV) was dormant until management acquired control in March 2014, at which point it was viewed as a “public shell.”  Prior management elected Ms. Semenova as sole officer and director on March 4, 2014. On that date, Ms. Semenova transferred all of the assets of the programming business to Code Navy (NV), but that transaction was rescinded on June 9, 2014 due to undisclosed liabilities of Code Navy (NV). Upon incorporation of the Company on June 9, 2014 as a second-tier subsidiary of Code Navy (NV), Ms. Semenova transferred all of the programming enterprise’s assets to the Company and Code Navy (NV) issued  100 million shares of common stock to management in exchange for the Code Navy business plan. (All share numbers give effect to a 1-for-2000 reverse stock split which is pending approval with FINRA.)

The Company reincorporated in Wyoming and ceased to have any interest in the assets or liabilities of Code Navy (NV) in connection with a holding company reorganization under Oklahoma law.  As a result of the holding company reorganization, Code Navy NV changed its name to Culture Medium Holdings Corp., became a wholly-owned Oklahoma subsidiary of the Company and was disposed of to a non-affiliated third party, and the former Code Navy NV shareholders became shareholders of the Company. As of June 30, 2014 and December 31, 2014, and giving effect to the holding company reorganization, there were approximately 100,190,858 shares of Common Stock outstanding. As is the case in all holding company reorganizations, the assets and liabilities of the former Nevada operating company, Code Navy (NV)  remain with the Oklahoma  subsidiary, in which the Company holds no interest.

Item 1A. Risk Factors

Inapplicable to smaller reporting companies.

Item 2. Financial Information

Critical Accounting Policies and Estimates

Use of estimates. In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, inventories, deferred income taxes and the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.

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Plan of Operations

We had a loss from operations for the period ended June 30, 2014 of $21,705 including software and website development costs of $5,000 and general and administrative expenses of $16,70540. This compares to general and administrative expenses of $608 for the three months ended September, 30, 2014, which was occupied primarily in preparing this offering.  We project we will continue to have losses from operations until such time as we have sales from operations.

 

We have established a series of milestones for our operating plan, as follows:

  

Date or

number of

Expected manner of

months after receipt

Occurrence or

of proceeds when

Event or Milestone

method of achievement

should be accomplished

1. Complete website

Programming and website

June 30, 2014

The website and the software for the programmer database were completed by June 30, 2014. We do not require any proceeds from this offering to complete this milestone.

2. Obtain database of qualified       Advertising on trade

December 31, 2014

 programmers

      publications

This stage will not involve the expenditure of a significant amount of cash (under $40,000). Programmers who are interested in becoming part of our database will complete information regarding their location and their qualifications such as the programming languages in which they are competent. We hope to have a minimum database of 5,000 programmers by March 31, 2015.

3.Market to customers

Sales representatives and trade

June  2015

shows

This milestone will require approximately $200,000, primarily in salaries of $140,000, marketing materials of $10,000, and trade show expenses of $50,000, and we expect to commence marketing efforts upon receiving proceeds from this offering. We intend to hire 3-5 outside sales persons and concentrate in the Western United States. Timing of these expenses will be (a) arrange for placement at industry trade shows; (b) hire one outside sales person to coordinate trade show placement and direct mailing; (c) prepare, print and mail our materials to potential customers; (d) place new media (internet etc) advertisements ( e) add additional sales representatives. We must obtain programming contracts for at least 30 programmers and for one year to commence business on the vessel.

4. Acquire and Refit Vessel

Locate, acquire and refit

Twelve

We intend to use commercial marine brokers to locate a suitable candidate for acquisition. Refit will be outsourced to marine tradesmen in a lower-cost jurisdiction such as Trinidad or Mexico. The acquisition, refit and anchoring phase is expected to require 3-6 months and the bulk of our cash requirements. Bearing in mind that not all vessels available are actively listed at any time, a search on the various websites listing vessels for sale refleects that there are many vessels available at this time.  

Our operations have been limited to development of our business plan. If we cannot meet our timetable, we will not be able to obtain revenues. Delay in Milestones 2 and 3 would not seriously impact our liquidity, since we have minimal operating costs until such time as we have obtained contracts. Therefore, we have to be especially careful to acquire a vessel which does not require extensive refit for our intended use. We have cash on hand of $6,955 as of December 31, 2014, which we believe sufficient for our operating expenses until we commence marketing.

Notably, if we are unable to acquire and refit a  suitable vessel, our alternative operating plan will be to offer traditional offshore programming services utilizing our database of programmmers until such time as we are able to acquire a vessel and station programmers on that vessel.

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There can be no assurance that our efforts to implement our business plan will be successful or that we will obtain revenues or profitability.

Information included in this report includes forward looking statements, which can be identified by the use of forward-looking terminology such as may, expect, anticipate, believe, estimate, or continue, or the negative thereof or other variations thereon or comparable terminology. The statements in "Risk Factors" and other statements and disclaimers in this report constitute cautionary statements identifying important factors, including risks and uncertainties, relating to the forward-looking statements that could cause actual results to differ materially from those reflected in the forward-looking statements.

 Our activities have mostly been devoted to seeking capital; seeking supply contracts and development of a business plan.  Our auditors have included an explanatory paragraph in their report on our financial statements, relating to the uncertainty of our business as a going concern, due to our lack of operating history or current revenues, its nature as a start up business, management's limited experience and limited funds.  We do not believe that conventional financing, such as bank loans, is available to us due to these factors.  We have no bank line of credit available to us.  Management believes that it will be able to raise the required funds for operations from one or more future offerings, in order to effect our business plan.

Our future operating results are subject to many facilities, including:

o     our success in entering into favorable business partnerships with pharmaceutical distributors;

o     the success of any joint marketing agreements;

o     our ability to obtain additional financing; and

o     other risks which we identify in future filings with the SEC.

Any or all of our forward looking statements in this prospectus and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward looking statement can be guaranteed. In addition, we undertake no responsibility to update any forward-looking statement to reflect events or circumstances which occur after the date of this prospectus.

Contractual Obligations and Off-Balance Sheet Arrangements

We do not have any contractual obligations or off balance sheet arrangements.

Item 3. Properties

We do not own any property. We lease a minimal amount of office space in a modern building in Irvine, California with conference room meeting privileges. We intent to purchase a mini-cruise ship at a cost of $500,000 to $750,000 including refit and anchoring off the coast of Southern California. At such time as the vessel is acquired, we will move our executive offices to the vessel, but until that time we believe the current office space will be sufficient.

A mini cruise ship for purposes of this disclosure is a vessel designed as a cruise ship with a passenger capacity of under 200 persons. Small cruise vessels cannot compete economically for business except for limited applications such as European river cruises; these vessels are currently obsolete and have little commercial value and we believe we can acquire and refit a vessel for the estimated price. A refit would include minor cosmetic updates, such as carpeting and painting; updating of safety equipment’ any necessary repairs to the electrical and plumbing systems of the vessel; updating the generator capacity; installation of a reverse osmosis water plant; and installation of high speed internet, likely based on WIMAX obtained by a tower on shore.   

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Item 4. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information relating to the beneficial ownership of Company common stock as of the date of this registration statement by (i) each person known by Code Navy to be the beneficial owner of more than 5% of the outstanding shares of common stock, and (ii) each of Code Navy' directors and executive officers.  Unless otherwise noted below, Code Navy believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.  For purposes hereof, a person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days from the date hereof upon the exercise of warrants or options or the conversion of convertible securities.  Each beneficial owner's percentage ownership is determined by assuming that any warrants, options or convertible securities that are held by such person (but not those held by any other person) and which are exercisable within 60 days from the date hereof, have been exercised.

Name

Common Stock

Percentage

Tamara Semenova(1)

100,000,000

99.9%

All officers and

directors as a group

(1 person)

100,000,000

99.9%

(1)

Address is c/o the Company.

Item 5. Directors and Executive Officers

The sole member of the Board of Directors of Code Navy serves until the next annual meeting of stockholders, or until he successors have been elected.  The officer serves at the pleasure of the Board of Directors.  The following is the director and executive officer of Code Navy.

Tamara Semenova, age 33, has been officer and director since June 2014. From July 2003 to November 2013, Ms. Semenova was Director of Marketing for Turtess Travel LLC, in Kiev Ukraine. Ms. Semenova was responsible for all marketing activities for Turtess.  During this time period, Turtess Travel grew to become one of the largest marketers of international vacations to consumers in Ukraine; Turtess was acquired in November 2013 by Cyprus company Togebi Holdings. Since June 2013, she has been owner of TUI franchising in Kiev. TUI Leisure Travel is Germany’s largest travel agency franchisor and part of one of Europe’s largest travel groups and Ms. Semenova is responsible for franchising in Ukraine. She is expected to devote approximately half time to the Company’s business until such time as adequate finding is available.  She is expected to devote approximately half time to the Company’s business.

Item 6. Executive Compensation

Ms. Semenova is not receiving any regular compensation, cash or otherwise, for her services until such times as revenues are forthcoming. She is the sole director.  There is no option or non-cash compensation plan at this time.  No amounts are paid or payable to directors for acting as such. In the year ended June 30, 2014, Code Navy had one board of directors meeting. No Board committees have been established. Due to the small size of Code Navy’s operations, the entire Board of Directors functions as the audit committee; Ms. Semenova is not a “financial expert” as defined in Regulation S-K 407. We have no independent director.

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The following table sets forth the compensation of the Company's sole executive officer for the year ended June 30, 2014.

Item 7. Certain Relationships and Related Transactions, and Director Independence

The officer and director contributed $5,000 in software development cost in exchange for her 100 million shares of common stock. In September 2014, she contributed $30,000 in cash to the Company for no additional shares or consideration.

The Company does not have any independent directors. Since the Company’s Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.

 

Under NASDAQ Listing Rule 5605(a)(2), an "independent director" is a "person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director."

We do not currently have a separately designated audit, nominating or compensation committee and cannot forecast when we will have such committees.

Item 8. Legal Proceedings.

Code Navy is not a party to any material pending legal proceeding. However, on December 9, 2010, the British Columbia Securities Commission (“BCSC”) issued a cease trade order with the respect to the common stock of Code Navy’s predecessor company, Brand Neue Corp. (Order 2010 BCSECOMM 671)  (the “Order”). As a result, until the Order is revoked, our common stock cannot be traded in the province of British Columbia.  The Order was imposed after Brand Neue Corp. effected a private placement in British Columbia and subsequently failed to file copies of its reports filed on EDGAR on Canada’s SEDAR system. Code Navy applied for a revocation of the Order in 2014 pursuant to National Policy 12-202, Revocation of a Compliance-Related  Cease Trade Order, offering to file all reports stated to be delinquent in the Order. However, the BCSC requires that in order to revoke the Order, Code Navy must file three years of audited financial statements. Since Code Navy did not exist prior to 2014, and the financial statements of Brand Neue Corp. are unavailable to it. Code Navy must wait until it completes three years of operations before it can reapply for revocation of the Order.

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Item 9. Market Price of and Dividends on the Registrant’s Common Equity

Code Navy’s common stock has been assigned the symbol CLTR. The common stock was originally quoted commencing sometime in the latter part of 2008 under the name "Qele Resources" until July 2009, "Brand Neue Corp." until March 2011, and "Culture Medium Holdings Corp." until Feburary 2015. There are one or more market makers who post quotes for the common stock. On February 13, 2015 a 1-for 2000 reverse stock split was effected. However, the Company's internal records reflect the reverse split on March 6, 2014. Trading is sporadic and irregular and there is no regular trading market.. As of December 31, 2014, there were approximately 80 record holders of common stock. The following table provides historical trading information as adjusted for the reverse stock split. Prices do not reflect retail mark-downs and commissions and may not reflect actual transactions. It should be noted that the total value of all reported trades in the common stock since July 1, 2013 is less than $5,000.

Calendar Quarter Ended			High Sales Price			Low Sales Price
December 31, 2014		$	16.00		$	16.00
September 30, 2014			--			--
June 30, 2014			14.00			14.00
March 31, 2014			--			--
December 31, 2013			--			--
September 30, 2013			12.00			12.00
June 30, 2013			13.00			13.00
March 31, 2013			--			--
December 31, 2012			16.00			16.00
September 30, 2012			--			--

Item 10. Recent Sales of Unregistered Securities.

The Company’s predecessor, Code Navy, a Nevada corporation (“Code Navy NV”) issued 100,000,000 shares of common stock on March 3, 2014 to Tamara Semenova  for contribution of business plan and development expenses of $5,000. On February 19, 2014, Code Navy NV issued 152,000 shares of common stock to Alexander Eliashevsky and Murray Polichuk, two former officers and directors, in lieu of $304,000 in accrued salary. No underwriter was involved in these issuances. The transactions by Code Navy NV were exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering, and was also exempt under Section 4(6) as an offering solely to accredited investors not involving any public solicitation or public offering. Ms. Semenova and the former directors are considered to be accredited persons based on their status as directors and executive officers of Code Navy NV. Code Navy NV rescinded the issuance of the 100,000,000 shares to Ms. Semenova on June 9, 2014, and the Company reissued such 100,000,000 shares to Ms. Semenova in exchange for the transfer of the assets to Code Navy, a Wyoming corporation.  On effectiveness of the holding company reorganization on June 30, 2014, the Company issued 190,858 shares to the former shareholders of Code Navy NV (including the 152,000 shares mentioned above)in a transaction exempt from registration because it did not involve any offer or sale, pursuant to Securities Act Rule 145.

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Item 11. Description of  Registrant’s Securities to be Registered.

Common Stock

Code Navy's Articles of Incorporation authorize the issuance of an unlimited number of shares of common stock, no par value per share, of which 100,190,858 shares were outstanding as of  September 30, 2014.    Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockhol­ders.  Holders of common stock have no cumulative voting rights.  Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore.  In the event of a liquidation, dissolution or winding up of Code Navy, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities and the liquidation preference to holders of Preferred Stock.  Holders of common stock have no preemptive rights to purchase Code Navy's common stock.  There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.

Meetings of stockholders may be called by the board of directors, the chairman of the board, the president, or by one or more holders entitled to cast in the aggregate not less than 20% of the votes at the meeting.  Holders of a majority of the shares outstanding and entitled to vote at the meeting must be present, in person or by proxy, for a quorum to be present to enable the conduct of business at the meeting.

Preferred Stock

Code Navy's Articles of Incorporation authorizes the issuance of an unlimited number of shares of preferred stock, no par value, of which no shares of Preferred Stock are outstanding.

Code Navy's Board of Directors has authority, without action by the shareholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series.  Code Navy considers it desirable to have preferred stock available to provide increased flexibility in structuring possible future acquisitions and financings and in meeting corporate needs which may arise.  If opportunities arise that would make desirable the issuance of preferred stock through either public offering or private placements, the provisions for preferred stock in Code Navy's Articles of Incorporation would avoid the possible delay and expense of a shareholder's meeting, except as may be required by law or regulatory authorities.  Issuance of the preferred stock could result, however, in a series of securities outstanding that will have certain preferences with respect to dividends and liquidation over the common stock which would result in dilution of the income per share and net book value of the common stock.  Issuance of additional common stock pursuant to any conversion right which may be attached to the terms of any series of preferred stock may also result in dilution of the net income per share and the net book value of the common stock.  The specific terms of any series of preferred stock will depend primarily on market conditions, terms of a proposed acquisition or financing, and other factors existing at the time of issuance.  Therefore, it is not possible at this time to determine in what respect a particular series of preferred stock will be superior to Code Navy's common stock or any other series of preferred stock which Code Navy may issue.  The Board of Directors may issue additional preferred stock in future financings, but has no current plans to do so at this time.

The issuance of Preferred Stock could have the effect of making it more difficult for a third party to acquire a majority of the outstanding voting stock of Code Navy.

Code Navy intends to furnish holders of its common stock annual reports containing audited financial statements and to make public quarterly reports containing unaudited financial information.

Transfer Agent

The transfer agent for the common stock is Empire Stock Transfer, Las Vegas, Nevada.

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Item 12. Indemnification of Officers and Directors

Code Navy has adopted provisions in its articles of incorporation and bylaws that limit the liability of its directors and provide for indemnification of its directors and officers to the full extent permitted under the Wyoming Business Corporation Act.  Under Code Navy's articles of incorporation, and as permitted under the Wyoming Business Corporation Act, directors are not liable to Code Navy or its stockholders for monetary damages arising from a breach of their fiduciary duty of care as directors.  Such provisions do not, however, relieve liability for breach of a director's duty of loyalty to Code Navy or its stockholders, liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, liability for transactions in which the director derived as improper personal benefit or liability for the payment of a dividend in violation of Wyoming law.  Further, the provisions do not relieve a director's liability for violation of, or otherwise relieve Code Navy or its directors from the necessity of complying with, federal or state securities laws or affect the availability of equitable remedies such as injunctive relief or recision.

At present, there is no pending litigation or proceeding involving a director, officer, employee or agent of Code Navy where indemnification will be required or permitted.  Code Navy is not aware of any threatened litigation or proceeding that may result in a claim for indemnification by any director or officer.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Code Navy pursuant to the foregoing provisions, or otherwise, Code Navy has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by Code Navy of expenses incurred or paid by a director, officer or controlling person of Code Navy in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Code Navy will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 13. Financial Statements and Supplementary Data.

The required financial statements are appended to this Registration Statement.

Item 14. Changes in and Disagreements with Accountants.

Not Applicable.

 Item 15. Financial Statements and Exhibits

(a)

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2014 (unaudited) and June 30, 2014

Statements of Operations for the period June 9, 2014 (inception) to June 30, 2014, and for the three and six months ended December 31, 2014 (unaudited)

Statements of Changes in Stockholder’s Equity (Deficit) for the period June 9, 2014 (inception)  to June 30, 2014 and the six months ended December 31, 2014 (unaudited)

Statements of Cash Flows for the for the period June 9, 2014 (inception) to June 30, 2014, and for the six months ended December 31, 2014 (unaudited)

Notes to Financial Statements

(b)

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Exhibits

3.

Certificate of Incorporation and Bylaws

3.1.

Articles of Incorporation(filed herewith)

a.2

Bylaws(filed herewith)

All other Exhibits called for by Rule 601 of Regulation S-K are inapplicable to this filing.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on May 5, 2015.

CODE NAVY

By:

/s/ Tamara Semenova

Tamara Semenova (principal executive officer)

         and Chief Financial Officer

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FINANCIAL STATEMENTS INDEX

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2014 (unaudited) and June 30, 2014

Statements of Operations for the period June 9, 2014 (inception) to June 30, 2014, and for the three and six months ended December 31, 2014 (unaudited)

Statements of Changes in Stockholder’s Equity (Deficit) for the period June 9, 2014 (inception)  to June 30, 2014 and the six months ended December 31, 2014 (unaudited)

Statements of Cash Flows for the for the period June 9, 2014 (inception) to June 30, 2014, and for the six months ended December 31, 2014 (unaudited)

Notes to Financial Statements

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the

Board of Directors and Shareholders of

Code Navy

We have audited the accompanying balance sheet of Code Navy (the “Company”) as of June 30, 2014, and the related statements of income, changes in stockholders’ equity and cash flows for the period June 9, 2014 (Inception) to June 30, 2014.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (Untied States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Code Navy as of June 30, 2014  and the results of its operations and its cash flows for the period June 9, 2014 (Inception) to June 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Code Navy will continue as a going concern. As discussed in Note 2 to the  financial statements, the Company has suffered a net loss for the period June 9, 2014 (Inception) to June 30, 2014, and has negative working capital and a stockholders’ deficit at June 30, 2014.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2 to the financial statements.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Yu Certified Public Accountant, P.C.

New York, New York

December 11, 2014

Certified Public Accountants

136-20 38^TH AVENUE, Suite 10i (F), Flushing NY 11354

Tel: 347-618-9237, 718-813-2130

Email: Info@ywlcpa.com

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See accompanying Notes to Financial Statements.

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See accompanying Notes to Financial Statements.

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CODE NAVY
Statement of Changes in Stockholders' Equity (Deficit)
For the Period June 9, 2014 (Inception) to June 30, 2014 and the Unaudited Six Months Ended December 31, 2014
				Common Stock				Accumulated
		Shares			Amount			Deficit			Total
Balances, June 9, 2014		--		$	--		$	--		$	--
Issuance of Shares for prepaid expenses
of $5,000		100,000,000			5,000			--			5,000
Acquisition of public shell in reverse merger		190,858			--			--			--
Net Loss		--			--			(21,705)			(21,705)
Balances, June 30, 2014		100,190,858			5,000			(21,705)			(16,705)
Contribution to capital					30,000			--			30,000
Net Loss for the six months ended
December 31, 2014 (unaudited)		--			--			(6,648)			(6,648)
Balances, December 31, 2014		100,190,858		$	35,000		$	(28,353)		$	6,647

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/03/15  SEC                               UPLOAD¶     9/26/17    1:134K Universal Power Industry Corp.