UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Mark One

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File No. ~~333~~000-~~267330~~56687

NEOLARA CORP.

(Exact name of registrant as specified in its charter)

Wyoming		~~1520~~EIN 98-1674969		~~EIN 98-1674969~~
(State or other jurisdiction of incorporation or Organization)		(~~Primary~~IRS ~~Standard~~Employer ~~Industrial~~Identification ~~Classification Code~~ Number)		~~(IRS Employer Identification Number)~~

Contiguo a la Guardia de Asistencia Rural,

San Vito, Coto Brus,

Puntarenas, 60801, Costa Rica

+1 307 2690177

neolaracorp@gmail.com

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registered Agents Inc
30 N Gould St. Ste R
Sheridan, WY 82801
307-655-7303

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered under Section 12(g) of the Exchange Act:

~~None~~ordinary shares, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes ☐ No ☒

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of September 2718, ~~2024~~2025
Common Stock: $0.0001	3,177,000

NEOLARA CORP.

TABLE OF CONTENTS

		Page
PART I
Item 1.	~~Description of~~ Business.	1
Item 1A.	Risk Factors.	4
Item 1B.	Unresolved Staff Comments.	4
Item 1C.	Cybersecurity.	4
Item 2	~~Description of Property~~Properties.	4
Item 3.	Legal Proceedings.	4
Item 4.	Mine Safety Disclosures.	4
PART II
Item 5.	Market for Registrant’s Common Equity, ~~and~~ Related Stockholder Matters and Issuer Purchases of Equity Securities.	5
Item 6.	~~Selected Financial Data~~[Reserved]	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	6
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	78
Item 8.	Financial Statements and Supplementary Data.	89
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	2010
Item 9A.	Controls and Procedures.	2010
Item 9B.	Other Information.	2111
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	11
PART III
Item 10.	Directors, Executive Officers, ~~Promoters~~ and ~~Control~~Corporate ~~Persons of the Company~~Governance.	2212
Item 11.	Executive Compensation.	2313
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2414
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2415
Item 14.	Principal Accounting Fees and Services.	2415
PART IV
Item 15.	Exhibits and Financial Statement Schedules.	2516
Signatures		26
Item 16.	Form 10–K Summary.	16
Signatures		17

Forward-looking Statements

Statements made in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the “Act”) and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

PART I

Item 1. ~~Description of~~ Business.

Description of Business

Neolara Corp. (the “Company”) is a development company on start-up stage, formed to commence operations concerned with turnkey construction of buildings and building materials. We were incorporated under the laws of the state of Wyoming on June 09, 2022. From our formation we were engaged in the business of namely the development, marketing and business process analysis, problem solving and general business services by our ~~CEO,~~Chief ~~sole~~Executive Officer (“CEO”) and ~~Director~~President Mr. Quesada Murillo. Our executive and business office is located at Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica, and our telephone number is +1 307 269 0177. Our website address is - https://neolara-construction.com/

We maintain our statutory registered agent’s office at 30 N Gould St Ste R, Sheridan, WY 82801.

The Company has only recently commenced operations as a development-stage company, and it has limited operating history and is expected to experience losses in the near term. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern.

We are a development stage company and currently ~~have~~ nohave limited revenues ~~or significant assets~~ and we have incurred losses since inception. As of June 30, ~~2024~~2025 our total assets were $7867,~~845~~469 and our total current liabilities were $7890,~~500~~812.

We are providing a useful and effective type of ~~construction~~ construction service. Neolara Corp. is a construction and architectural company that provide s services including General Contractor, ~~Design~~ Design & Consultant, Design & Build, Construction Project Management and Turnkey Construction of various types of buildings (private houses, high-rise buildings, shopping centers, non-residential premises etc.). Our company mainly engages in supplying coconut fiber concrete and engineering services. We are offering our construction services to the clients in Costa Rica and in the future we are going to spread our services to other countries.

We bought a company Futureproof Eco Solutions ~~LLC~~ LLC because of its unique registration of the patent, the Company Purchase Agreement iswas filed as Exhibit 10.3 to the Registration Statement of 04/18/2023. This patent is about: the invention relates to the production of lightweight concrete based on Portland cement and wood filler and can be used for the manufacture of building material intended for industrial, agricultural and civil construction. The mixture consists of Portland cement, wood filler, calcium chloride and water. The mixture also contains sand as a binder additive. Additionally, to increase the strength of the material, coconut fiber is added to the mixture in an amount of 5%. The achieved technical result is that the mixture has a compressive strength 1.2-1.5 times greater than standard building mixtures. In addition, the consumption of Portland cement is reduced by an average of 20%.

1On April 11, 2025, Neolara Corp. entered into a Cooperation Agreement with Lorittini LLC, a Wyoming limited liability company. The purpose of this Agreement is to establish a strategic business collaboration between the parties aimed at jointly exploring and developing innovative construction services, including the promotion and application of coconut fiber concrete technology.

~~Description~~Lorittini ofLLC is a private entity organized in the ~~patent:~~State of Wyoming, with its principal office located at 1621 Central Ave, Cheyenne, WY 82001. The cooperation will include non-exclusive collaboration in areas such as material construction, service development, and potential distribution of environmentally sustainable concrete mixtures. The parties have also agreed to cooperate in identifying and sharing customers in mutually beneficial markets.

~~The~~This ~~patent~~agreement ~~which~~does wenot ~~have~~involve ~~purchased~~the ~~together~~purchase ~~with~~or transfer of any assets or intellectual property. Lorittini LLC does not hold any patents. Instead, the agreement represents a mutual commitment ~~Company~~to ~~Futureproof~~share ~~Eco~~knowledge, ~~Solutions~~resources, ~~LLC~~customer isaccess, ~~about:~~and market presence for the enhancement of both parties’ positions in the green construction industry.

Coconut husks are a byproduct of coconut processing, and coir fiber can be produced cheaply and efficiently anywhere in the world. Since concrete is the most commonly used construction material in the world, it would certainly be beneficial to find ways to increase its stability and strength. Coir fiber has been shown to be an effective material for reinforcing concrete, a valuable use for a byproduct of coconut processing.1

~~Using~~Description ~~coir fiber reduces the rate~~ of the depletion of other natural resources and provides positive economic returns for coconut cultivators. Coir fiber is the toughest of all of the natural fibers. Rigorous testing has shown that coir fiber-reinforced concrete is stronger than concrete without coir fiber and has improved mechanical and dynamic properties.patent:

~~Coconut~~The ~~fibers~~patent ~~mitigate~~which ~~crack~~we ~~development~~have inpurchased ~~concrete~~together with ~~structures~~the ~~that~~Company ~~are~~Futureproof ~~near~~Eco ~~water~~Solutions orLLC inis ~~places where structures are prone to other environmental stresses, such as earthquakes.~~about:

~~Since~~Coconut husks are a byproduct of coconut processing, and coir fiber iscan ~~not~~be asproduced ~~dense~~cheaply asand ~~concrete,~~efficiently ~~it reduces~~anywhere in the ~~overall~~world. ~~weight~~Since ofconcrete ais ~~structure,~~the ~~making~~most itcommonly ~~ideal~~used ~~for~~construction ~~producing~~material in athe ~~lightweight~~world, ~~form~~it ofwould ~~concrete.~~certainly ~~Coir~~be ~~also~~beneficial ~~has~~to ~~low~~find ~~thermal~~ways ~~conductivity, which~~to ~~allows~~increase ~~for~~its ~~natural~~stability ~~cooling~~and strength. ~~Сoconut~~Coir fiber has ~~great~~been ~~potential~~shown asto abe ~~replacement~~an effective ~~for steel as a~~ material for reinforcing concrete~~. It~~, isa ~~also~~valuable ~~beneficial~~use ~~because~~for ita isbyproduct ~~strong,~~of ~~cheap~~coconut ~~to make, and naturally cooling~~processing.

~~Coir~~Using coir fiber~~-reinforced~~ ~~concrete~~reduces ~~has~~the ~~many~~rate ~~advantages.~~of the depletion ~~Since~~of ~~coir~~other natural resources and provides positive economic returns for coconut cultivators. Coir fiber is athe ~~byproduct~~toughest of ~~coconut~~all ~~processing,~~of itthe isnatural fibers. aRigorous ~~readily~~testing ~~available~~has ~~substance,~~shown ~~and~~that ~~utilizing~~coir fiber-reinforced concrete is stronger than concrete without coir infiber ~~buildings~~and has ~~positive~~improved mechanical ~~cost-benefit~~and ~~implications~~dynamic properties.

~~Coir,~~Coconut asfibers amitigate ~~natural~~crack ~~reinforcement~~development ~~material,~~in ~~can be~~concrete ~~collected~~structures ~~cheaply~~that ~~and~~are ~~efficiently~~near ~~using~~water ~~local~~or ~~labor~~in ~~and~~places ~~technology.~~where ~~With~~structures ~~the~~are ~~quest~~prone to ~~find~~other ~~affordable~~environmental ~~housing options for rural and urban populations around the world still unfinished~~stresses, ~~developers~~such ~~must start looking at new building methods and incorporating alternative, innovative measures. Research into coconut fiber suggests that it has significant potential~~ as ~~a durable, low-cost building material~~earthquakes.

~~Our~~Since ~~business~~coconut ~~intendeds to~~fiber ~~provide~~is ~~clients~~not ~~with~~as dense as concrete, it reduces the overall weight of a ~~convenient~~structure, ~~and~~making ~~effective~~it ~~construction~~ideal ~~consulting~~for ~~services~~producing ~~via~~a ~~multiple~~lightweight ~~communication~~form ~~channels:~~of ~~phone~~concrete. ~~calls~~Coir also has low thermal conductivity, ~~chat~~which ~~and~~allows ~~messenger~~for natural cooling. ~~Our Neolara~~Сoconut ~~website~~fiber ~~enables~~has ~~consumers~~great topotential ~~find~~as ~~the~~a ~~best~~replacement ~~construction~~for ~~workers~~steel as a material for ~~their~~reinforcing concrete. ~~needs~~It ~~and~~is ~~get~~also ~~real-time~~beneficial ~~professional~~because ~~consultation~~it ~~from highly~~is ~~experienced~~strong, ~~builders~~cheap to make, and naturally cooling.

WeCoir ~~are~~fiber-reinforced ~~offering~~concrete ~~such~~has ~~services~~many toadvantages. Since ~~our~~coir ~~clients:~~fiber is a byproduct of coconut processing, it is a readily available substance, and utilizing coir in buildings has positive cost-benefit implications.

·Coir, ~~turnkey~~as ~~construction~~a natural reinforcement material, can be collected cheaply and efficiently using local labor and technology. With the quest to find affordable housing options for rural and urban populations around the world still unfinished, developers must start looking at new building methods and incorporating alternative, innovative measures. Research into coconut fiber suggests that it has significant potential as a durable, low-cost building material.

~~Turnkey~~Our ~~construction~~business isintends ato ~~building~~provide ~~solution~~clients ~~that~~with ~~drastically~~a ~~simplifies~~convenient ~~things~~and ~~for~~effective ~~the~~construction ~~owner~~consulting ofservices ~~the~~via ~~future~~multiple ~~project.~~communication ~~With~~channels: ~~this~~phone ~~type of project~~calls, ~~the~~chat ~~contractor is given the responsibility for design~~ and ~~construction work~~messenger. ~~The~~Our ~~owner~~Neolara website ~~needs~~enables ~~only~~consumers ~~wait~~to ~~for~~find the ~~contractor~~best ~~get~~construction ~~the~~workers ~~job~~for ~~done,~~their needs and ~~then~~get ~~when~~real-time ~~the~~professional ~~project~~consultation isfrom ~~finished, he~~highly orexperienced ~~she is able to “turn the key” and start using the new building or facility~~builders.

2We are offering such services to our clients:

We· ~~plan~~turnkey ~~to build not only residential but also commercial real estate:~~construction

·Turnkey ~~Private~~construction ~~houses,~~is ~~high-rise~~a ~~buildings,~~building ~~flats,~~solution ~~apartments,~~that drastically ~~farm~~simplifies ~~houses~~things -for ~~these are~~ the ~~largely~~owner ~~sold~~of ~~residential properties. Built amidst~~ the ~~excellent~~future ~~infrastructure~~project. ~~and~~With ~~equipped~~this ~~with~~type ~~all modern facilities, each~~ of ~~these properties has its own charm; · Commercial complexes~~project, ~~warehouses~~the ~~and~~contractor ~~offices.~~is ~~These~~given ~~properties~~the weresponsibility for ~~plan~~design ~~to construct with modern amenities~~ and ~~spacious~~construction ~~interiors~~work. toThe ~~accommodate~~owner ~~all~~needs ~~goods~~only ~~and~~wait ~~office~~for ~~equipment~~the ~~efficiently;~~contractor ·get ~~Retail~~the ~~shopping~~job ~~malls~~done, and ~~community~~then ~~centers.~~when Wethe ~~will~~project ~~construct~~is ~~shopping~~finished, he ~~malls~~or ~~and~~she ~~community~~is ~~centers~~able ~~keeping~~to in“turn ~~mind~~ the ~~shopping~~key” ~~needs of the consumers these days; · Staff quarters~~ and ~~hostels;~~start ·using ~~Restaurants,~~the ~~hotels,~~new ~~food~~building ~~courts,~~or ~~banquet halls and auditoriums; · Buildings for hospitals and nursing homes~~facility.

~~Competition~~2

~~The~~We ~~market~~plan ofto ~~construction~~build ~~and~~not ~~building~~only ~~materials is~~residential ~~highly~~but ~~competitive. Our competitors are substantially larger and more experienced than us and have longer operating histories and have~~also ~~materially~~commercial ~~greater~~real ~~financial and other resources than us.~~estate:

~~Marketing~~· Private houses, high-rise buildings, flats, apartments, farm houses - these are the largely sold residential properties. Built amidst the excellent infrastructure and equipped with all modern facilities, each of these properties has its own charm; · Commercial complexes, warehouses and offices. These properties we plan to construct with modern amenities and spacious interiors to accommodate all goods and office equipment efficiently; · Retail shopping malls and community centers. We will construct shopping malls and community centers keeping in mind the shopping needs of the consumers these days; · Staff quarters and hostels; · Restaurants, hotels, food courts, banquet halls and auditoriums; · Buildings for hospitals and nursing homes.

~~We intend to conduct marketing activities in such ways:~~Competition

·The tomarket ~~embrace~~of ~~social~~construction ~~media (Facebook, Twitter, Instagram, LinkedIn). These platforms can help us to build a great referral community to “pass on” our name~~ and ~~advertise~~building ~~our~~materials is ~~services~~highly ~~by word of mouth via the Internet~~competitive. ·Our tocompetitors ~~create a newsletter. We will use a newsletter to highlight projects we~~ are ~~working~~substantially onlarger ~~or have completed. Newsletters will be the perfect tool for establishing~~ and ~~maintaining~~more aexperienced ~~relationship~~than ~~with our customers. · to make an impact with video. Creating just one video can provide~~ us ~~with a marketing tool that can be on our website, in our social media posts~~ and emailed out in our newsletter. · to build a partnership. No building is made up of only one material. Partnerships are essential in the construction business. And, they can be terrific lead builders. We have tolonger ~~work~~operating ~~with~~histories trusted vendors to build a partnership list. LinkedIn is one of the best platforms for sourcing potential partners. · to use PPC (pay per click) to bring in qualified leads. PPC, also known as paid advertising, is a highly effective way to get us in front of the right audience and ~~garner~~have materially ~~more~~greater ~~qualified~~financial leads. · to establish a great website (we are planning to add “Construction Calculator” service to our website). · to place outdoor display advertisements in public transportation terminals, in residential complexes in selected cities, in shopping centers, in construction stores and toother ~~rent~~resources ~~billboards~~than ~~in Costa Rica~~us. ~~· intend to cooperate with media platforms and place banner advertisements or advertorials on construction-focused platforms.~~

3Marketing

~~Bankruptcy~~We orintend ~~Similar~~to ~~Proceedings~~conduct marketing activities in such ways:

· to embrace social media (Facebook, Twitter, Instagram, LinkedIn). These platforms can help us to build a great referral community to “pass on” our name and advertise our services by word of mouth via the Internet. · to create a newsletter. We will use a newsletter to highlight projects we are working on or have ~~never~~completed. ~~been~~Newsletters ~~subject~~will be the perfect tool for establishing and maintaining a relationship with our customers. · to ~~bankruptcy~~make an impact with video. Creating just one video can provide us with a marketing tool that can be on our website, ~~receivership~~ in our social media posts and emailed out in our newsletter. · to build a partnership. No building is made up of only one material. Partnerships are essential in the construction business. And, they can be terrific lead builders. We have to work with trusted vendors to build a partnership list. LinkedIn is one of the best platforms for sourcing potential partners. · to use PPC (pay per click) to bring in qualified leads. PPC, also known as paid advertising, is a highly effective way to get us in front of the right audience and garner more qualified leads. · to establish a great website (we are planning to add “Construction Calculator” service to our website). · to place outdoor display advertisements in public transportation terminals, in residential complexes in selected cities, in shopping centers, in construction stores and to rent billboards in Costa Rica. · intend to cooperate with media platforms and place banner advertisements or ~~any~~advertorials ~~similar~~on ~~proceeding~~construction-focused platforms.

~~Employees; Identification of certain significant employees~~3

WeBankruptcy ~~have~~or noSimilar ~~employees other than our sole officer and director, Julio Antonio Quesada Murillo.~~Proceedings

~~Insurance~~We have never been subject to bankruptcy, receivership or any similar proceeding.

WeEmployees; doIdentification ~~not~~of ~~maintain~~certain ~~any insurance and do not intend~~significant ~~to maintain insurance in the future.~~ employees

~~Facilities~~We ~~and~~have no employees other than our President, Director, Chief Executive ~~Offices~~Officer, Chief Financial Officer (“CFO"), Treasurer and Secretary.

Our corporate headquarters is located at Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica and our phone number is +1 307 269 0177. Further, this space has been provided by our sole executive Mr. Julio Antonio Quesada Murillo free of cost. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.Insurance

~~Government~~We do not maintain any insurance and ~~industry~~do ~~regulation~~not intend to maintain insurance in the future.

WeFacilities ~~are subject to applicable laws~~ and ~~regulations that~~Executive relate directly or indirectly to our operations including United States securities laws. We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our services in Costa Rica and any other jurisdiction where we might conduct activities. We believe that government regulation has no material impact on the way we conduct our business.Offices

~~Item~~Our 1Acorporate headquarters is located at Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica and our phone number is +1 307 269 0177. ~~Risk~~Further, this ~~Factors~~space has been provided by our President Mr. Julio Antonio Quesada Murillo free of cost. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.

~~Not~~Government ~~applicable~~and toindustry ~~smaller reporting companies.~~regulation

~~Item~~We 1Bare subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. ~~Unresolved~~We ~~Staff~~are ~~Comments~~required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our services in Costa Rica and any other jurisdiction where we might conduct activities. We believe that government regulation has no material impact on the way we conduct our business.

~~Not~~Item ~~applicable~~1A. toRisk ~~smaller reporting companies~~Factors.

~~Item~~Not ~~1C.~~applicable ~~Cybersecurity~~to smaller reporting companies.

~~None~~Item 1B. Unresolved Staff Comments.

~~Item~~Not 2.applicable to ~~Description~~smaller ofreporting ~~Property~~companies.

WeItem do1C. ~~not own any real estate or other properties~~Cybersecurity.

~~Item~~In 32025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. ~~Legal~~However, ~~Proceedings~~despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

WeItem ~~know~~2. ~~of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened, or contemplated or any unsatisfied judgments against us~~Properties.

~~Item~~We 4.do ~~Mine~~not own ~~Safety~~any ~~Disclosures~~real estate or other properties.

~~Not~~Item ~~applicable~~3. Legal Proceedings.

4We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened, or contemplated or any unsatisfied judgments against us.

~~PART~~Item II4. Mine Safety Disclosures.

~~Item~~Not 5applicable. ~~Market for Common Equity and Related Stockholder Matters~~

~~MARKET INFORMATION~~4

~~There~~PART is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.II

~~HOLDERS~~MARKET INFORMATION

AsThere ofis ~~June~~a ~~30,~~limited ~~2024, the~~public ~~Company~~market ~~had~~for ~~3,177,000~~our common shares. ofOur ~~our~~ common ~~stock~~shares ~~issued~~are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and ~~outstanding~~is ~~held~~characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a ~~total~~company’s ofoperations 51or ~~shareholders~~business ofprospects. ~~record~~We cannot assure you that there will be a market in the future for our common stock.

~~DIVIDEND~~As ~~POLICY~~of June 30, 2025, no shares of our common stock are traded.

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.HOLDERS

~~SECURITIES~~As ~~AUTHORIZED~~of ~~UNDER~~June ~~EQUITY~~30, ~~COMPENSATION~~2025, ~~PLANS~~the Company had 3,177,000 shares of our common stock issued and outstanding held by a total of 51 shareholders of record.

WeDIVIDEND ~~have no equity compensation or stock option plans.~~POLICY

~~RECENT~~We ~~SALES~~have OFnot ~~UNREGISTERED~~declared ~~SECURITIES~~or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

~~The~~SECURITIES ~~Company has 75,000,000,~~AUTHORIZED ~~$0.0001 par~~UNDER ~~value~~EQUITY ~~shares~~COMPENSATION ~~of common stock authorized.~~PLANS

~~During~~We ~~the~~have ~~year~~no ~~ended~~equity ~~June 30, 2022, the Company issued~~compensation ~~2,000,000~~or ~~shares of common~~ stock tooption ~~a director for cash proceeds of $200 at $0~~plans.~~0001 per share.~~

~~During~~RECENT ~~the~~SALES ~~year~~OF ~~ended June 30, 2023, the Company issued~~UNREGISTERED ~~50,000 shares of common stock for cash proceeds of $1,500 at $0.03 per share.~~SECURITIES

InThe ~~July 2023, the~~ Company ~~issued~~has ~~236~~75,000 ~~shares of~~,000, ~~common~~$0.0001 ~~stock~~par ~~for~~value ~~cash~~shares ~~proceeds~~ of ~~$7,080~~common atstock $0authorized.~~03 per share.~~

InDuring ~~August~~the ~~2023~~year ended June 30, 2022, the Company issued ~~281~~2,000,000 shares of common stock to a president for cash proceeds of $~~8,430~~200 at $0.030001 per share.

InDuring ~~October~~the year ended June 30, 2023, the Company issued ~~209~~50,000 shares of common stock for cash proceeds of $61,~~270~~500 at $0.03 per share.

In ~~November~~July 2023, the Company issued 46236,000 shares of common stock for cash proceeds of $17,~~380~~080 at $0.03 per share.

In ~~December~~August 2023, the Company issued ~~235~~281,000 shares of common stock for cash proceeds of $78,~~050~~430 at $0.03 per share.

5In October 2023, the Company issued 209,000 shares of common stock for cash proceeds of $6,270 at $0.03 per share.

~~In January 2024, the Company issued 120,000 shares of common stock for cash proceeds of $3,600 at $0.03 per share.~~5

~~There~~In ~~were~~November 32023,~~177,000~~ ~~and~~the 2Company issued 46,~~050,~~000 shares of common stock ~~issued~~for ~~and~~cash ~~outstanding~~proceeds as of ~~June 30~~$1,380 ~~2024~~at ~~and~~$0.03 ~~2023,~~per ~~respectively~~share.

~~OTHER~~In ~~STOCKHOLDER~~December ~~MATTERS~~2023, the Company issued 235,000 shares of common stock for cash proceeds of $7,050 at $0.03 per share.

~~None~~In January 2024, the Company issued 120,000 shares of common stock for cash proceeds of $3,600 at $0.03 per share.

~~Item~~There 6.were ~~Selected~~3,177,000 ~~Financial~~shares ~~Data~~of common stock issued and outstanding as of June 30, 2025 and 2024, respectively.

~~Not~~OTHER ~~applicable to smaller~~STOCKHOLDER ~~reporting companies.~~MATTERS

~~Item 7~~None. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

~~Results~~Item of6. ~~Operations for the years ended June 30, 2024 and 2023:~~[Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations.

~~Our~~Results ~~financial~~of ~~statements have been prepared assuming~~Operations ~~that~~for wethe ~~will~~years ~~continue~~ended asJune ~~a going concern and~~30, ~~accordingly,~~2025 ~~do not include adjustments relating to the recoverability~~ and ~~realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.~~2024:

WeResults ~~expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale~~ of ~~equity or debt securities.~~Operation

~~Years~~Our ~~Ended~~financial ~~June~~statements 30have been prepared assuming that we will continue as a going concern and, ~~2024~~accordingly, do not include adjustments relating to the recoverability and ~~2023:~~realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

~~During~~We ~~the~~expect ~~years ended June 30, 2024 and 2023~~ we ~~have~~will ~~generated~~require ~~$21,300~~additional ~~and~~capital ~~$7,800 in revenues, respectively. The cost of goods sold for the years ended June 30,~~to ~~2024~~meet ~~and~~our ~~2023~~long-term ~~were~~operating ~~$7,550 and $4,800~~requirements. ~~The~~We ~~increase~~expect into ~~revenue~~raise ~~for~~additional ~~the~~capital ~~fiscal year ended June 30~~through, ~~2024,~~among ~~compared~~other ~~to the previous fiscal year~~things, ~~was due to~~ the ~~Company’s~~sale ~~expanding~~of ~~operations~~equity ~~and~~or ~~increased sales activities~~debt securities.

~~For~~Years ~~the~~Ended ~~year ended~~ June 30, ~~2024~~2025 and 2023 operating expenses were $28,127 and $23,588, respectively. Operating expenses consist of mainly amortization expenses and general and administrative expenses. The increase in total operating expenses for the fiscal year ended June 30, 2024~~, compared to the previous fiscal year, was primarily due to higher general and administrative expenses which increased due to audit fees.~~:

~~Our~~During ~~net loss for~~ the years ended June 30, ~~2024~~2025 and ~~2023~~2024 the ~~was~~Company has generated $1429,~~377~~150 and $2021,~~588~~300 in revenues, respectively. ~~Net~~Total ~~loss~~revenue ~~for~~increased $7,850, or 36.9%, to $29,150 for the fiscal year ended June 30, ~~2024~~2025 from $21,300 ~~increased~~for ~~because~~ the ~~growth~~fiscal year ended June 30, 2024. The increase in revenue ~~for~~was ~~the~~due ~~same~~to ~~period~~the ~~exceeded~~Company’s ~~the~~expanding ~~growth~~operations inand ~~operating~~increased ~~expenses~~sales activities.

~~Liquidity~~The cost of goods sold for the years ended June 30, 2025 and ~~Capital~~2024 ~~Resources~~were $6,881 and $7,550.

AsFor ofthe years ended June 30, 2025 and 2024, ~~our~~operating ~~total~~expenses ~~assets~~ were $7845,~~845~~957 ~~consisting~~and of$28,127, ~~cash~~respectively. Operating expenses consist of ~~$29,345~~mainly amortization expenses and ~~intangible~~general ~~assets~~and ofadministrative expenses. Operating expenses increased $4917,~~500~~830, ~~while~~or ~~our~~63.4%, ~~current~~to ~~liabilities~~$45,957 ~~were~~for the fiscal year ended June 30, 2025 from $7828,~~500~~127 ~~consisting~~for the fiscal year ended June 30, 2024. The increase in total ofoperating ~~related~~expenses ~~party~~was ~~advances~~primarily due to higher general and administrative expenses which increased due to Transfer Agent fees and Depository Trust Company (“DTC”) eligibility fees.

AsThe ofnet ~~June~~loss ~~30,~~for ~~2023, our~~the ~~total~~years ~~assets~~ended ~~were~~June ~~$64~~30,~~450~~ ~~consisting~~2025 ofand ~~cash~~2024 ofwas $1223,~~200~~688 and ~~intangible~~$14,377, ~~assets~~respectively. ofNet loss increased $529,~~250~~311, ~~while~~or ~~our~~64.8%, ~~current~~to ~~liabilities were~~ $8323,~~538~~688 ~~consisting~~for ofthe ~~deferred~~fiscal ~~income~~year ofended June 30, 2025 from $714,~~920~~377 ~~and~~for ~~related~~the ~~party~~fiscal ~~advances~~year ofended ~~$75~~June 30,~~618~~ 2024. Net loss increased because the growth in operating expenses for the same period exceeded the growth in revenue.

~~Cash~~Liquidity ~~Flows from Operating Activities for years ended June 30, 2024~~ and ~~2023~~Capital Resources

~~For~~As ~~the~~of ~~year ended~~ June 30, ~~2024~~2025, our ~~net~~total ~~cash~~assets ~~flows~~were ~~used in~~$67,469 ~~operating~~consisting ~~activities~~of ~~was~~cash of $~~(19~~1,~~547)~~034; ~~due~~prepaid toexpenses ~~its~~of ~~net~~$19,685 ~~loss~~and intangible assets of $1446,~~377~~750, ~~amortization~~while ~~expense~~our ofcurrent liabilities were $290,~~750~~812 ~~and~~consisting ~~decrease~~of inaccounts ~~deferred~~payable ~~income~~of $99 and related party advances of $790,~~920~~713.

~~For~~As ~~the~~of ~~year ended~~ June 30, ~~2023~~2024, ~~net cash flows used~~ inour ~~operating~~total ~~activities~~assets ~~was~~were $(978,~~918)~~845 ~~due~~consisting toof ~~its~~cash ~~net loss~~ of $2029,~~588,~~345 ~~amortization~~and ~~expense~~intangible assets of $249,~~750~~500, ~~and~~while ~~increase~~our incurrent ~~deferred~~liabilities ~~income of~~were $778,~~920~~500 consisting of related party advances.

Cash Flows from ~~Investing~~Operating Activities for years ended June 30, 2025 and 2024

WeFor ~~have~~the ~~not~~year ~~generated~~ended June 30, 2025, net cash flows used ~~from~~in ~~investing~~operating activities ~~for~~ ~~the~~was ~~years~~$(40,524) ~~ended~~due ~~June~~to 30its net loss of $23,688, ~~2024~~amortization expense of $2,750, increase in prepaid expenses of $19,685 and ~~2023~~increase in accounts payable of $99.

~~Cash~~For ~~Flows~~the ~~from~~year ~~Financing~~ended ~~Activities~~June 30, 2024, net cash flows used in operating activities was $(19,547) due to its net loss of $14,377, amortization expense of $2,750 and decrease in deferred income of $7,920.

~~For~~Cash ~~the~~Flows ~~year ended June 30, 2024, net cash flows provided by financing activities was $36,692 due to net proceeds~~ from ~~the~~Investing share issuance $33,810 and related party loan $2,882. For the year ended June 30, 2023, net cash flows provided by financing activities was $22,118 due to net proceeds from the share issuance $1,500, related party loan $75,618 and notes payable ($55,000).Activities

~~Off-Balance~~We ~~Sheet~~have ~~Arrangements~~not generated cash flows from investing activities for the years ended June 30, 2025 and 2024.

WeCash ~~have~~Flows nofrom ~~off-balance~~Financing sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.Activities

~~Critical~~For ~~Accounting~~the ~~Policies~~year ~~and~~ended ~~Recent~~June ~~Accounting~~30, 2025, net cash flows ~~Pronouncements~~provided by financing activities was $12,213 due to net proceeds from the related party loan.

~~The~~For ~~preparation of financial statements in accounting principles generally accepted in~~ the ~~United~~year ~~States~~ended ofJune ~~America~~30, ~~requires~~2024, ~~management~~net tocash ~~make estimates and assumptions that affect the reported~~flows ~~amounts~~provided ofby ~~assets~~financing ~~and~~activities ~~liabilities~~was ~~and~~$36,692 ~~disclosure~~due ofto ~~contingent~~net ~~assets~~proceeds and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from ~~those estimates. Our financial statements reflect all adjustments that management believes are necessary for~~ the ~~fair presentation~~share ofissuance ~~their~~$33,810 ~~financial condition~~ and ~~results~~related ofparty ~~operations~~loan ~~for the periods presented~~$2,882.

~~Item~~Off-Balance ~~7A.~~Sheet ~~Quantitative~~Arrangements ~~and Qualitative Disclosures about Market Risk~~

~~Not~~We ~~applicable~~have no off-balance sheet arrangements that have or are reasonably likely to ~~smaller~~have a current or future effect on our financial condition, changes in financial condition, revenues ~~reporting~~or ~~companies~~expenses, results of operations, liquidity, capital expenditures or capital resources.

7Critical Accounting Policies and Recent Accounting Pronouncements

~~Item~~The 8preparation of financial statements in 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 revenues and expenses during the reporting period. ~~Financial~~A ~~Statements~~change in managements’ estimates or assumptions could have a material impact on our financial condition and ~~Supplementary~~results ~~Data~~of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

~~NEOLARA CORP.~~7

~~FINANCIAL~~In ~~STATEMENTS~~November 2023, the Financial Standards Accounting Board (FASB) issued ASU 2023-07, “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. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

~~TABLE~~The OFCompany ~~CONTENTS~~has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 6580)	9
Report of Independent Registered Public Accounting Firm (PCAOB ID 6778)	10
Balance Sheets as of June 30, 2024 and 2023	11
Statements of Operations for the years ended June 30, 2024 and 2023	12
Statements of Changes in Stockholders’ Equity (Deficit) as of June 30, 2024 and 2023	13
Statements of Cash Flows for the years ended June 30, 2024 and 2023	14
Notes to the Audited Financial Statements	15

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

8Not applicable to smaller reporting companies.

~~Report of Independent Registered Public Accounting Firm~~8

ToItem ~~the~~8. ~~Board~~Financial ofStatements ~~Directors~~ and ~~Shareholders~~Supplementary Data.

ofNEOLARA ~~Neolara Corp~~CORP.

~~Opinion~~FINANCIAL ~~on the Financial Statements~~STATEMENTS

WeTABLE ~~have~~OF audited the accompanying balance sheet of Neolara Corp.. (the Company) as of June 30, 2024, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended and the related notes (collectively referred to as the financial statements).CONTENTS

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 6580)	F-1

Balance Sheets as of June 30, 2025 and 2024	F-2

Statements of Operations for the years ended June 30, 2025 and 2024	F-3

Statements of Changes in Stockholders’ (Deficit) Equity as of June 30, 2025 and 2024	F-4

Statements of Cash Flows for the years ended June 30, 2025 and 2024	F-5

Notes to the Audited Financial Statements	F-6

~~The financial statements of the Company as of June 30, 2023, were audited by other auditors whose report dated August 29, 2023, expressed an unqualified opinion on those statements.~~9

Icon

Description automatically generated

~~Going~~Report ~~Concern~~of ~~Considerations~~Independent Registered Public Accounting Firm

~~The~~To ~~accompanying financial statements have been prepared assuming that~~ the ~~Company~~Board ~~will~~of ~~continue~~Directors ~~as a going concern. The Company has suffered recurring losses since inception~~ and has not achieved profitable operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Shareholders

~~Basis~~of ~~for~~Neolara ~~Opinion~~Corp.

~~These~~Opinion ~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion~~ on the ~~Company’s~~Financial financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Statements

We ~~conducted~~have ~~our~~audited ~~audits~~the inaccompanying ~~accordance~~balance ~~with the~~sheet ~~standards~~ of ~~the~~Neolara ~~PCAOB~~Corp. ~~Those standards require that we plan and perform~~ (the ~~audit~~Company) toas ~~obtain reasonable assurance about whether the financial statements are free~~ of ~~material~~June ~~misstatement~~30, ~~whether due to error or fraud. The Company is not required to have~~2025, ~~nor~~and ~~were we engaged to perform~~2024, anand ~~audit~~the ofrelated ~~its~~statements ~~internal control over financial reporting. As part~~ of ~~our audits~~operations, westockholders’ ~~are~~equity ~~required to obtain an understanding~~(deficit), ofand ~~internal~~cash ~~control~~flows ~~over financial reporting, but not~~ for the ~~purpose~~year ofthen ~~expressing~~ended anand ~~opinion on~~ the ~~effectiveness~~related ofnotes ~~the~~(collectively ~~Company’s internal~~referred ~~control~~to ~~over~~as the financial ~~reporting~~statements). ~~Accordingly, we express no such opinion.~~

~~Our~~In ~~audits~~our ~~included~~opinion, ~~performing~~the ~~procedures~~financial tostatements ~~assess~~present ~~the~~fairly, ~~risks~~in ofall material ~~misstatement~~respects, of the financial ~~statements,~~position ~~whether~~of ~~due~~the toCompany ~~error~~as orof ~~fraud~~June 30, ~~and performing procedures that respond to those risks. Such procedures included examining~~2025, onand ~~a test basis~~2024, ~~evidence~~and ~~regarding~~ the ~~amounts~~results ~~and~~of ~~disclosures~~its ~~in the financial statements.~~operations ~~Our~~and ~~audits~~its ~~also~~cash ~~included~~flows ~~evaluating~~for the ~~accounting~~year ~~principles~~then ~~used~~ended, ~~and~~in ~~significant~~conformity ~~estimates~~with ~~made~~accounting byprinciples ~~management,~~generally asaccepted ~~well~~in ~~as evaluating~~ the ~~overall~~United ~~presentation~~States of ~~the financial statements~~America. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~/s/~~Going ~~GreenGrowth~~Concern ~~CPAs~~Considerations

~~September~~The 27accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, ~~2024~~which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WeBasis ~~have~~for ~~served as the Company’s auditor since 2024.~~Opinion

~~Los~~These ~~Angeles,~~financial ~~California~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. IDThose ~~Number~~standards ~~6580~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

9Our audits included performing procedures to assess 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 audits 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 audits provide a reasonable basis for our opinion.

~~Report~~/s/ ofGreenGrowth ~~Independent Registered Public Accounting Firm~~CPAs

~~Board~~September of18, ~~Directors and Shareholders~~2025

~~Neolara~~We ~~Corp~~have served as the Company’s auditor since 2024.

~~Opinion~~Los onAngeles, ~~the Financial Statements~~California

WePCAOB ~~have~~ID ~~audited~~Number the accompanying consolidated balance sheets of Neolara Corp (the “Company”) as of June 30, 2023 and 2022, respectively, and the related statements of operations, statements of stockholders’ deficit, and cash flows for the year ended June 30, 2023 and the period from June 9, 2022 (inception) through June 30, 2022, and the related notes and schedules (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 June 30, 2022, and the results of its operations and its cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.6580

~~Basis for Opinion~~F-1

~~These~~NEOLARA ~~financial statements are the responsibility of the entity’s management~~CORP. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeBALANCE conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.SHEETS

Our audit included performing procedures to assess 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.


	June 30, 2025			June 30, 2024

ASSETS
Current Assets
Cash and Cash Equivalents	$	1,034		$	29,345
Prepaid Expenses		19,685			–
Total Current Assets		20,719			29,345

Intangible Assets, net		46,750			49,500

TOTAL ASSETS	$	67,469		$	78,845

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current Liabilities
Accounts Payable	$	99		$	–
Related Party Advances		90,713			78,500

Total Liabilities		90,812			78,500

STOCKHOLDERS’ (DEFICIT) EQUITY:
Common stock: $0.0001 par value, 75,000,000 shares authorized, 3,177,000 shares issued and outstanding		318			318
Additional Paid-in Capital		35,192			35,192
Accumulated (Deficit) Equity		(58,853	)		(35,165	)

Total Stockholders’ (Deficit) Equity		(23,343	)		345

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	67,469		$	78,845

~~Going~~The ~~Concern~~accompanying ~~Uncertainty~~notes are an integral part of these financial statements.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 3 to the financial statements, the Company has incurred losses since inception of $25,668. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.F-2

~~Emphasis~~NEOLARA ~~of Matters-Risks and Uncertainties~~CORP.

~~The~~STATEMENTS ~~Company~~OF is not able to predict the ultimate impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans to operate.OPERATIONS

/s/ Gries & Associates, LLC


	For the year ended June 30, 2025			For the year ended June 30, 2024

REVENUE:
Sales	$	29,150		$	21,300
Total Revenues		29,150			21,300

Cost of Goods Sold		6,881			7,550

Gross Profit		22,269			13,750

EXPENSES:
Amortization Expenses		2,750			2,750
General and Administrative Expenses		43,207			25,377
Total Expenses		45,957			28,127

Loss Before Income Taxes		(23,688	)		(14,377	)

Provision for Income Taxes		–			–

NET LOSS	$	(23,688	)	$	(14,377	)

Net loss per common share – basic	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding – basic		3,177,000			2,878,697

WeThe ~~have~~accompanying ~~served~~notes asare ~~the~~an ~~Company’s~~integral ~~auditor~~part ~~since~~of these ~~2022~~financial statements.

~~Denver, CO~~F-3

~~August~~NEOLARA ~~29, 2023~~CORP.

10STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY

~~NEOLARA~~For ~~CORP.~~the years ended June 30, 2025 and 2024

BALANCE SHEETS


					Additional					Total Stockholders’
	Common Stock				Paid-in		Accumulated			(Deficit)
	Shares		Amount		Capital		Deficit			Equity
Balance as of June 30, 2023		2,050,000	$	205	$	1,495	$	(20,788	)	$	(19,088	)

Issuance of common stock		1,127,000		113		33,697		–			33,810

Net loss		–		–		–		(14,377	)		(14,377	)

Balance as of June 30, 2024		3,177,000	$	318	$	35,192	$	(35,165	)	$	345

Net loss		–		–		–		(23,688	)		(23,688	)

Balance as of June 30, 2025		3,177,000	$	318	$	35,192	$	(58,853	)	$	(23,343	)

	June 30, 2024			June 30, 2023
ASSETS
Cash and Cash Equivalents	$	29,345		$	12,200
Intangible Assets, net		49,500			52,250
TOTAL ASSETS	$	78,845		$	64,450
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Deferred Income	$	–		$	7,920
Related Party Advances		78,500			75,618
Total Liabilities		78,500			83,538
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock: $0.0001 par value, 75,000,000 shares authorized, 3,177,000 and 2,050,000 shares issued and outstanding		318			205
Additional Paid-in Capital		35,192			1,495
Accumulated Equity (Deficit)		(35,165	)		(20,788	)
Total Stockholders’ Equity (Deficit)		345			(19,088	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	78,845		$	64,450

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these financial statements.~~F-4

11NEOLARA CORP.

~~NEOLARA~~STATEMENTS ~~CORP.~~OF CASH FLOWS

STATEMENTS OF OPERATION


	For the year ended June 30, 2025			For the year ended June 30, 2024

Cash Flows from Operating Activities:
Net Loss	$	(23,688	)	$	(14,377	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Amortization Expenses		2,750			2,750
Change in operating assets and liabilities:
Prepaid Expenses		(19,685	)		–
Accounts Payable		99			–
Deferred Income		–			(7,920	)
Net cash used in operating activities		(40,524	)		(19,547	)

Cash Flows from Financing Activities:
Proceeds from Issuance of Common Stock		–			33,810
Related Party Advances		12,213			2,882
Net cash provided by financing activities		12,213			36,692

OVERVIEW
Net increase (decrease) in cash and cash equivalents		(28,311	)		17,145
Cash and cash equivalents, beginning of the period		29,345			12,200
Cash and cash equivalents, end of the period	$	1,034		$	29,345

	For the year ended June 30, 2024			For the year ended June 30, 2023
REVENUE:
Sales	$	21,300		$	7,800
Total Revenues		21,300			7,800
Cost of Goods Sold		7,550			4,800
Gross Profit		13,750			3,000
EXPENSES:
Amortization Expenses		2,750			2,750
General and Administrative Expenses		25,377			20,838
Total Expenses		28,127			23,588
Loss Before Income Taxes		(14,377	)		(20,588	)
Provision for Income Taxes		–			–
NET LOSS	$	(14,377	)	$	(20,588	)
Net loss per common share - basic	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - basic		2,878,697			2,003,085

The accompanying notes are an integral part of these financial statements.

~~The accompanying notes are an integral part of these financial statements.~~F-5

12NEOLARA CORP.

~~NEOLARA~~NOTES ~~CORP.~~TO THE FINANCIAL STATEMENTS

~~STATEMENTS~~JUNE OF30, ~~STOCKHOLDERS’~~2025 ~~EQUITY~~and ~~(DEFICIT)~~2024

~~For~~NOTE ~~the~~1 ~~years~~– ~~ended~~ORGANIZATION ~~June~~AND ~~30,~~NATURE ~~2024~~OF ~~and 2023~~BUSINESS

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity (Deficit)
Balance as of June 30, 2022		2,000,000	$	200	$	–	$	(200	)	$	–
Issuance of common stock		50,000		5		1,495		–			1,500
Net loss		–		–		–		(20,588	)		(20,588	)
Balance as of June 30, 2023		2,050,000	$	205	$	1,495	$	(20,788	)	$	(19,088	)
Issuance of common stock		1,127,000		113		33,697		–			33,810
Net loss		–		–		–		(14,377	)		(14,377	)
Balance as of June 30, 2024		3,177,000	$	318	$	35,192	$	(35,165	)	$	345

Neolara Corp. was incorporated in June 2022 under the laws of the State of Wyoming. The Company is providing a useful and effective type of construction service. Neolara Corp. is a construction and architectural company that provides services including General Contractor, Design & Consultant, Design & Build, Construction Project Management and Turnkey Construction of various types of buildings (private houses, high-rise buildings, shopping centers, non-residential premises etc.). The company mainly engages in supplying coconut fiber concrete, and engineering services. The Company is offering construction services to the clients in Costa Rica and in the future the Company is going to spread services to other countries.

~~The~~NOTE ~~accompanying~~2 ~~notes~~– ~~are~~SUMMARY anOF ~~integral~~SIGNIFICANT ~~part of these~~ACCOUNTING ~~financial statements.~~POLICIES

13Basis of presentation

~~NEOLARA~~The ~~CORP~~accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the years ended June 30, 2025 and 2024.

~~STATEMENTS~~Going ~~OF CASH FLOWS~~Concern

	For the year ended June 30, 2024			For the year ended June 30, 2023
Cash Flows from Operating Activities:
Net Loss	$	(14,377	)	$	(20,588	)
Amortization Expenses		2,750			2,750
Deferred Income		(7,920	)		7,920
Net cash used in operating activities		(19,547	)		(9,918	)
Cash Flows from Financing Activities:
Notes Payable		–			(55,000	)
Proceeds from Issuance of Common Stock		33,810			1,500
Related Party Advances		2,882			75,618
Net cash provided by financing activities		36,692			22,118
OVERVIEW
Net increase in cash and cash equivalents		17,145			12,200
Cash and cash equivalents, beginning of the period		12,200			–
Cash and cash equivalents, end of the period	$	29,345		$	12,200

The accompanying financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern. As a development-stage company, the Company had limited revenues and incurred losses as of June 30, 2025. The Company had an accumulated deficit of $58,853 as of June 30, 2025 and had a net loss of $23,688 for the year ended June 30, 2025. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The ~~accompanying~~Company ~~notes~~intends ~~are~~to anposition ~~integral~~itself ~~part~~so that it will be able to raise additional funds through the capital markets. In light of ~~these~~management’s efforts, there are no assurances ~~financial~~that ~~statements~~the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

14Use of Estimates

~~NEOLARA~~The ~~CORP~~preparation of financial statements 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 revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on Neolara Corp.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Neolara Corp.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

~~NOTES~~Cash TOand ~~THE~~Cash ~~FINANCIAL STATEMENTS~~Equivalents

~~JUNE~~The ~~30,~~Company ~~2024~~considers ~~and~~all ~~2023~~highly liquid investments with original maturities of three months or less to be cash equivalents.

~~NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS~~F-6

~~Neolara~~Revenue Corp. (the “Company”) was incorporated in June 2022 under the laws of the State of Wyoming. We are providing a useful and effective type of construction service. Neolara Corp. is a construction and architectural company that provides services including General Contractor, Design & Consultant, Design & Build, Construction Project Management and Turnkey Construction of various types of buildings (private houses, high-rise buildings, shopping centers, non-residential premises etc.). Our company mainly engages in supplying coconut fiber concrete, and engineering services. We are offering our construction services to the clients in Costa Rica and in the future we are going to spread our services to other countries. Recognition

~~NOTE~~The 2Company –recognizes ~~SUMMARY~~revenue OFin ~~SIGNIFICANT~~accordance ~~ACCOUNTING~~with ~~POLICIES~~Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognizes as it fulfills its obligations under each of its agreements:

~~Basis~~Step of1: ~~presentation~~Identify the contract with a customer

~~The~~Step ~~accompanying~~2: ~~financial~~Identify ~~statements have been prepared in accordance with generally accepted accounting principles in~~ the ~~United~~performance ~~States~~obligations ~~of America (“GAAP”), and pursuant to the~~in ~~rules and regulations of~~ the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company for the period from inception (June 9, 2022) to June 30, 2024.contract

~~The~~Step ~~Company~~3: ~~has~~Determine ~~adjusted certain previously reported amounts in its balance sheets as of and for~~ the ~~year~~transaction ended June 30, 2023 to reflect the recording of the deferred cost, netting the corresponding deferred revenue and the subsequent recognition in the income statements for an amount of $4,880 which was originally recognized as cost of goods sold. This adjustment did not materially impact the financial position and the result of operations of the Company for the year indicated.price

~~Going~~Step ~~Concern~~4: Allocate the transaction price to the performance obligations in the contract

~~The~~Step ~~accompanying~~5: ~~financial~~Recognize ~~statements~~revenue ~~have~~when ~~been~~(or ~~prepared in conformity with GAAP, which contemplates continuation of the Company~~ as) ~~a going concern. As a development-stage company,~~ the ~~Company~~entity ~~had~~satisfies ~~limited revenues and incurred losses as of June 30, 2024. The Company had an accumulated deficit of $35,165 as of June 30, 2024 and had~~ a ~~net~~performance loss of $14,377 for the year ended June 30, 2024. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.obligation

~~Management~~The ~~anticipates that the~~ Company ~~will~~recognizes berevenue ~~dependent, for~~when the ~~near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will~~services beare ~~able~~completed toand ~~raise~~delivered ~~additional~~in ~~funds~~accordance ~~through~~with the ~~capital~~terms ~~markets. In light~~ of ~~management’s efforts, there are no assurances that~~ the ~~Company~~ ~~will be successful in this or any of its endeavors or become financially viable and continue as a going concern~~contract.

~~Use~~Loss ofPer ~~Estimates~~Share

The ~~preparation~~Company ofreports ~~financial~~loss ~~statements~~per ~~with~~share ~~accounting principles generally accepted~~ in ~~the~~accordance with ~~United~~ASC ~~States~~260, of“Earnings ~~America~~per ~~requires~~Share”. ~~management~~Basic toloss ~~make~~per ~~estimates~~share ~~and~~is ~~assumptions~~computed ~~that~~by ~~affect~~dividing ~~the~~net ~~reported amounts~~loss ofby ~~assets and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date~~weighted-average number of ~~the~~shares ~~financial statements and the reported amounts~~ of ~~revenues~~common ~~and~~stock ~~expenses~~outstanding during ~~the~~each ~~reporting~~ period. ADiluted ~~change~~earnings inper ~~managements’~~share ~~estimates~~is orcomputed ~~assumptions~~by ~~could~~dividing ~~have a~~net ~~material~~loss ~~impact~~by onthe ~~Neolara~~weighted-average number ~~Corp.’s~~of ~~financial~~shares ~~condition and results~~ of ~~operations~~common ~~during~~stock, ~~the~~common ~~period~~stock inequivalents ~~which~~and ~~such~~other ~~changes~~potentially ~~occurred. Actual~~dilutive ~~results~~securities ~~could~~outstanding ~~differ~~during ~~from~~the ~~those estimates~~period. ~~Neolara Corp.’s financial statements reflect all adjustments that management believes~~There ~~are~~were ~~necessary~~no ~~for~~dilutive ~~the~~securities ~~fair~~as ~~presentation~~ of ~~their~~June ~~financial~~30, ~~condition~~2025 and ~~results of operations for the periods presented~~2024.

15The following table shows the calculation of diluted shares:

NEOLARA CORP.


	Years ended June 30,
	2025		2024
Shares used in computation of basic earnings per share		3,177,000		2,878,697
Total dilutive effect of outstanding stock awards		–		–
Shares used in computation of diluted earnings per share		3,177,000		2,878,697

~~NOTES~~Intangible ~~TO THE FINANCIAL STATEMENTS~~Assets

~~JUNE~~The 30Company follows the provisions of ASC 350, “Intangibles-Goodwill ~~2024~~and Other”. Definite-lived intangible assets represent developed technology, non-compete agreements, customer related intangible assets, patents, trademark and ~~2023~~trade names and are amortized over their estimated useful lives, generally on a straight-line basis. Indefinite lived intangible assets relate to domain names owned by the Company.

~~Cash~~Intangible assets with indefinite lives are tested for impairment at least annually and ~~Cash~~when ~~Equivalents~~events or changes in circumstances indicate that, more-likely-than-not, the asset is impaired. Significant judgment is required in estimating fair values and performing indefinite-lived intangible asset impairment tests.

~~The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.~~F-7

~~Revenue~~Income ~~Recognition~~Taxes

~~The~~Income ~~Company~~taxes ~~recognizes~~are ~~revenue~~accounted infor ~~accordance~~under ~~with~~the ~~Accounting Standards~~asset ~~Update~~and ~~(“ASU”)~~liability Nomethod. ~~2014-09,~~Deferred ~~“Revenue~~tax ~~from~~assets ~~Contracts~~and ~~with~~liabilities ~~Customer”.~~are ~~The~~recognized ~~Company~~for ~~applies~~the future tax consequences attributable to differences between the ~~following~~financial ~~five~~statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax ~~steps~~credit incarryforwards. ~~order~~Deferred tax assets and liabilities are measured using enacted tax rates expected to ~~determine~~apply to taxable income in the ~~appropriate~~years ~~amount~~in ofwhich ~~revenue~~those temporary differences are expected to be ~~recognizes~~recovered asor settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax assets is established when management considers it ~~fulfills~~is ~~its~~more ~~obligations~~likely ~~under~~than ~~each~~not that some portion or all of ~~its~~the ~~agreements:~~deferred tax assets will not be realized.

~~Step~~Tax 1:benefits ~~Identify~~from an uncertain tax position are only recognized if it is more likely than not that the ~~contract~~tax ~~with~~position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a ~~customer~~position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.

~~Step~~Recent 2:Accounting ~~Identify the performance obligations in the contract~~Pronouncements

~~Step~~In 3November 2023, the Financial Standards Accounting Board (FASB) issued ASU 2023-07, “Segment Reporting (Topic 280): ~~Determine~~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 ~~transaction~~chief ~~price~~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. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

~~Step~~The 4:Company ~~Allocate~~has ~~the~~implemented ~~transaction~~all ~~price~~new toaccounting pronouncements that are in effect. These pronouncements did not have any material impact on the ~~performance~~financial statements unless otherwise ~~obligations~~disclosed, inand the ~~contract~~Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~Step~~NOTE 5:3 ~~Recognize~~– ~~revenue~~STOCKHOLDERS’ ~~when (or as) the entity satisfies a performance obligation~~DEFICIT

The Company ~~recognizes~~has ~~revenue~~75,000,000, ~~when~~$0.0001 ~~the~~par ~~services are~~value ~~completed~~shares ~~and delivered in accordance with the terms~~ of ~~the~~common ~~contract~~stock authorized.

~~Loss~~On ~~Per~~June ~~Share~~10, 2022, the Company issued 2,000,000 shares of common stock to our president for cash proceeds of $200 at $0.0001 per share.

~~The~~During ~~Company~~the ~~reports~~year ~~loss~~ended ~~per~~June ~~share~~30, ~~in accordance with ASC 260~~2023, ~~“Earnings per Share”. Basic loss per share is computed by dividing net loss by~~ the ~~weighted-average number~~Company ofissued 50,000 shares of common stock ~~outstanding~~for ~~during~~cash ~~each~~proceeds ~~period. Diluted earnings per share is computed by dividing net loss by the weighted-average number~~ of ~~shares of common stock~~$1,500 ~~common~~at ~~stock equivalents and other potentially dilutive securities outstanding during the period~~$0.03 ~~There were~~per ~~no dilutive securities as of June 30, 2024 and 2023~~share.

~~The~~In ~~following~~July ~~table~~2023, ~~shows~~ the ~~calculation~~Company ofissued ~~diluted~~236,000 shares: of common stock for cash proceeds of $7,080 at $0.03 per share.

Schedule of weighted average shares
	Years ended June 30,
	2024		2023
Shares used in computation of basic earnings per share		2,878,697		2,003,085
Total dilutive effect of outstanding stock awards		–		–
Shares used in computation of diluted earnings per share		2,878,697		2,003,085

F-8

~~Intangible~~In ~~Assets~~August 2023, the Company issued 281,000 shares of common stock for cash proceeds of $8,430 at $0.03 per share.

~~The~~In ~~Company~~October ~~follows~~2023, the ~~provisions~~Company ofissued ~~ASC 350~~209,000 ~~“Intangibles-Goodwill~~shares ~~and~~of ~~Other”.~~common ~~Definite-lived~~stock ~~intangible~~for ~~assets~~cash ~~represent~~proceeds ~~developed~~of ~~technology~~$6,270 ~~non-compete~~at ~~agreements, customer related intangible assets, patents, trademark and trade names and are amortized over their estimated useful lives, generally on a straight-line basis~~$0.03 ~~Indefinite lived~~per ~~intangible assets relate to domain names owned by the Company~~share.

~~Intangible~~In ~~assets~~November ~~with~~2023, ~~indefinite~~the ~~lives~~Company ~~are~~issued ~~tested~~46,000 shares ~~for~~of ~~impairment~~common atstock ~~least~~for ~~annually~~cash ~~and~~proceeds ~~when~~of ~~events or changes in circumstances indicate that~~$1,380 ~~more-likely-than-not,~~at ~~the asset is impaired~~$0. ~~Significant~~03 ~~judgment~~per ~~is required in estimating fair values and performing indefinite-lived intangible asset impairment tests~~share.

16In December 2023, the Company issued 235,000 shares of common stock for cash proceeds of $7,050 at $0.03 per share.

~~NEOLARA~~In ~~CORP~~January 2024, the Company issued 120,000 shares of common stock for cash proceeds of $3,600 at $0.03 per share.

~~NOTES~~There TOwere ~~THE~~3,177,000 ~~FINANCIAL~~shares ~~STATEMENTS~~of common stock issued and outstanding as of June 30, 2025 and 2024, respectively.

~~JUNE~~NOTE ~~30,~~4 ~~2024~~– ~~and~~INTANGIBLE ~~2023~~ASSETS

~~Income~~The ~~Taxes~~Company's intangible assets consist of cost of business acquisition, including business assets, patent, trade names and leasehold rights.

~~Income~~The ~~taxes~~Company ~~are~~purchased ~~accounted for under~~ the ~~asset~~entity ~~and~~Futureproof Eco ~~liability~~Solutions ~~method.~~LLC ~~Deferred~~because ~~tax~~of ~~assets~~its ~~and~~unique ~~liabilities~~registration ~~are~~of ~~recognized for~~ the ~~future~~patent. ~~tax~~This ~~consequences~~patent ~~attributable~~is toabout: ~~differences between~~ the ~~financial~~invention ~~statement~~relates ~~carrying~~to ~~amounts~~the production of ~~existing~~lightweight concrete ~~assets~~based ~~and~~on ~~liabilities~~Portland ~~and~~cement ~~their respective tax bases~~ and ~~operating~~wood ~~loss~~filler and ~~tax credit~~can ~~carryforwards.~~be ~~Deferred~~used ~~tax~~for ~~assets~~the ~~and~~manufacture ~~liabilities~~of ~~are~~building ~~measured~~material ~~using~~intended ~~enacted~~for ~~tax~~industrial, ~~rates expected to apply to taxable income in~~agricultural ~~the~~and ~~years~~civil ~~in which those temporary differences are expected to be recovered or settled~~construction. The ~~effect~~purchase onprice ~~deferred tax assets and liabilities~~ of a$55,000 ~~change~~was indetermined ~~tax~~based ~~rates~~on isfuture ~~recognized~~potential inrewards ~~income~~expected infrom the ~~period that includes the enactment date~~patent. AThe ~~valuation allowance on deferred tax~~patent ~~assets~~will isbe ~~established~~amortized ~~when~~on ~~management~~a ~~considers~~straight-line itbasis isover ~~more~~20 ~~likely than not that some portion or all of the deferred tax assets will not be realized~~years.

Tax benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The ~~tax~~Company ~~benefits~~had ~~recognized in~~ the ~~financial~~following ~~statements~~intangible ~~from such a position are measured based on the~~assets ~~largest~~as ~~benefit that has a greater than fifty percent likelihood~~ of ~~being~~June ~~realized~~30, ~~upon~~2025 ~~ultimate resolution. Interest~~ and ~~penalties~~2024 ~~related to~~were ~~unrecognized tax benefits are recorded~~ as ~~incurred as a component of income tax expense. The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting periods presented.~~follows:

Recent Accounting Pronouncements

Schedule of intangible assets
	June 30, 2025		June 30, 2024
Cost	$	55,000	$	55,000
Accumulated amortization		8,250		5,500
Total	$	46,750	$	49,500

~~The~~NOTE ~~Company~~5 ~~has~~– ~~reviewed~~RELATED ~~all~~PARTY ~~recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.~~TRANSACTIONS

~~NOTE~~As 3of –June ~~STOCKHOLDERS~~30, 2025 and 2024, the Company’s president ~~DEFICIT~~has loaned to the Company $90,713 and $78,500, respectively. This loan is unsecured, non-interest bearing and due on demand.

~~The~~During ~~Company~~the ~~has~~years 75ended June 30,~~000,000,~~ ~~$0.0001~~2025 ~~par~~and ~~value~~2024, ~~shares~~the ofpresident ~~common~~provided ~~stock~~services ~~authorized~~to the Company, totaling $0 and $2,670, respectively.

OnNOTE ~~June~~6 ~~10,~~– ~~2022,~~INCOME ~~the Company issued 2,000,000 shares of common stock to a director for cash proceeds of $200 at $0.0001 per share.~~TAXES

~~During~~The ~~the~~components ~~year~~of ~~ended June 30, 2023,~~ the Company’s provision ~~issued~~for ~~50,000~~Federal ~~shares~~income oftax ~~common stock~~ for ~~cash~~the ~~proceeds~~years ofended $1June 30,~~500~~ at2025 ~~$0.03~~and ~~per~~2024 ~~share.~~consists of the following:

In July 2023, the Company issued 236,000 shares of common stock for cash proceeds of $7,080 at $0.03 per share.

Schedule of provision for income taxes
	Year ended June 30, 2025			Year ended June 30, 2024
Federal income tax benefit attributable to:
Current Operations	$	58,853		$	35,165
Less: valuation allowance		(58,853	)		(35,165	)
Net provision for Federal income taxes	$	–		$	–

~~In August 2023, the Company issued 281,000 shares of common stock for cash proceeds of $8,430 at $0.03 per share.~~F-9

InThe ~~October~~cumulative ~~2023,~~tax ~~the~~effect ~~Company~~at ~~issued~~the ~~209,000~~expected ~~shares~~rate of ~~common~~21% ~~stock~~of ~~for~~significant ~~cash~~items ~~proceeds~~comprising ofour ~~$6,270~~net atdeferred ~~$0.03~~tax ~~per~~amount ~~share.~~is as follows:

In November 2023, the Company issued 46,000 shares of common stock for cash proceeds of $1,380 at $0.03 per share.

Schedule of deferred tax assets
	Year ended June 30, 2025			Year ended June 30, 2024
Deferred tax asset attributable to:
Net operating loss carryover	$	12,359		$	7,385
Less: valuation allowance		(12,359	)		(7,385	)
Net deferred tax asset	$	–		$	–

InDue ~~December~~to ~~2023,~~ the ~~Company~~change ~~issued~~in ~~235,000~~ownership ~~shares~~provisions of the Tax Reform Act of ~~common~~1986, ~~stock~~net ~~for~~operating ~~cash~~loss ~~proceeds~~carry forwards of approximately $712,~~050~~359 atas of June 30, 2025 and $07,385 as of June 30, 2024, for Federal income tax reporting purposes are subject to annual limitations.03 ~~per~~Should ~~share~~a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

~~In January~~NOTE ~~2024,~~7 ~~the~~- ~~Company~~MAJOR ~~issued~~CUSTOMERS ~~120,000~~AND ~~shares~~CREDIT ~~of common stock for cash proceeds of $3,600 at $0.03 per share.~~RISK

~~There~~For ~~were~~the ~~3,177,000~~year ~~and~~ended 2June 30,~~050~~ 2025,~~000~~ ~~shares~~the Company derived 100% of ~~common~~its revenues ~~stock~~from ~~issued~~a ~~and~~single ~~outstanding~~customer. asThe loss of ~~June~~this ~~30,~~customer ~~2024~~would ~~and~~have ~~2023,~~a ~~respectively~~material adverse impact on the Company’s operations and financial results.

17The Company is dependent on financing provided by its President, who is also a significant shareholder. As of June 30, 2025, all of the Company’s debt financing was from the President (see Note 5 – Related Party Transactions). The Company’s ability to continue operations is reliant on the continued financial support of the President.

~~NEOLARA~~NOTE ~~CORP.~~8 – SUBSEQUENT EVENTS

~~NOTES~~In TOaccordance ~~THE~~with ~~FINANCIAL~~ASC ~~STATEMENTS~~855-10, the Company has analyzed its operations subsequent to June 30, 2025, through the date when financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

~~JUNE 30, 2024 and 2023~~F-10

~~NOTE~~Item 49. –Changes ~~INTANGIBLE~~in ~~ASSETS~~and Disagreements with Accountants on Accounting and Financial Disclosure.

~~The Company’s intangible assets consist of cost of business acquisition, including business assets, patent, trade names and leasehold rights~~None.

WeItem ~~bought a company Futureproof Eco Solutions LLC because of its unique registration of the patent~~9A. ~~This~~Controls ~~patent is about: the invention relates to the production of lightweight concrete based on Portland cement~~ and ~~wood filler and can be used for the manufacture of building material intended for industrial, agricultural and civil construction~~Procedures. ~~The purchase price of $55,000 was determined based on future potential rewards expected from the patent. The patent will be amortized on a straight-line basis over 20 years.~~

~~Intangible~~The ~~Assets~~Company asis responsible for establishing and maintaining a system of ~~June~~disclosure 30controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, ~~2024~~processed, summarized and ~~2023~~reported, ~~were~~within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as ~~follows:~~appropriate to allow timely decisions regarding required disclosure.

Schedule of intangible assets
	June 30, 2024		June 30, 2023
Cost	$	55,000	$	55,000
Accumulated amortization		5,500		2,750
Total	$	49,500	$	52,250

An assessment was conducted with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. 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.

~~NOTE~~Management’s Report 5on –Internal ~~RELATED~~Control ~~PARTY~~over ~~TRANSACTIONS~~Financial Reporting

AsManagement ofis ~~June~~responsible for ~~30,~~establishing ~~2024~~ and ~~2023,~~maintaining ~~the~~adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal ~~president~~control ~~has~~over ~~loaned~~financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the ~~Company~~risk ~~$78~~that controls may become inadequate because of changes in conditions,~~500~~ or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and ~~$75~~with the participation of management,~~618~~ including the Chief Executive Officer and Chief Financial Officer, ~~respectively.~~the ~~This~~Company ~~loan~~conducted an isevaluation ~~unsecured~~of the effectiveness of the Company’s internal control over financial reporting as of June 30, ~~non~~2025, using the criteria established in “Internal Control -~~interest~~ ~~bearing~~Integrated ~~and~~Framework” ~~due~~issued onby ~~demand~~the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”).

~~During~~A ~~the~~material ~~years~~weakness ~~ended~~is a ~~June~~deficiency, 30or combination of deficiencies, ~~2024~~in ~~and~~internal ~~2023~~control over financial reporting, ~~the~~such ~~president~~that ~~provided~~there ~~services~~is a reasonable possibility tothat a material misstatement of the Company,’s ~~totaling~~annual ~~$7,550~~or ~~and~~interim $4financial 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 June 30,~~800~~ 2025, ~~respectively~~the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

~~NOTE~~1. 6We do not have an Audit Committee – ~~INCOME~~While ~~TAXES~~not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. 2. We did not maintain appropriate cash controls – As of June 30, 2025, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts. 3. We did not implement appropriate information technology controls – As of June 30, 2025, 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.

~~The components of the Company’s provision for Federal income tax for the years ended June 30, 2024 and 2023 consists of the following:~~10

Schedule of reconciliation of income tax
	Year ended June 30, 2024			Year ended June 30, 2023
Federal income tax benefit attributable to:
Current Operations	$	35,165		$	20,788
Less: valuation allowance		(35,165	)		(20,788	)
Net provision for Federal income taxes	$	–		$	–

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

18As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control- Integrated Framework issued by COSO.

~~NEOLARA~~Changes ~~CORP.~~in Internal Controls over Financial Reporting

~~NOTES~~There TOhas ~~THE~~been ~~FINANCIAL~~no ~~STATEMENTS~~change in our internal control over financial reporting occurred during the year ended June 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~JUNE~~Item ~~30,~~9B. ~~2024~~Other ~~and 2023~~Information.

~~The~~During ~~cumulative~~the ~~tax~~year ~~effect~~ended June at30, ~~the~~2025, ~~expected~~no ~~rate~~director ~~of 21%~~or ofofficer ~~significant~~adopted ~~items~~or ~~comprising~~terminated ~~our~~any ~~net~~Rule ~~deferred~~10b5-1 ~~tax~~trading ~~amount~~arrangement isor non-Rule 10b5-1 trading arrangement, as ~~follows:~~each term is defined in Item 408(a) of Regulation S-K.

Schedule of deferred tax assets
	Year ended June 30, 2024			Year ended June 30, 2023
Deferred tax asset attributable to:
Net operating loss carryover	$	7,385		$	4,365
Less: valuation allowance		(7,385	)		(4,365	)
Net deferred tax asset	$	–		$	–

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

~~Due~~Not to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $7,385 as of June 30, 2024 and $4,365 as of June 30, 2023, for Federal income tax reporting purposes are subject to annual limitationsapplicable. ~~Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.~~

~~NOTE 7 – SUBSEQUENT EVENTS~~11

InPART accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2024, through the date when financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.III

19Item 10. Directors, Executive Officers and Corporate Governance.

~~Item~~DIRECTORS, 9.EXECUTIVE OFFICERS, ~~Changes~~PROMOTERS inAND ~~and~~CONTROL ~~Disagreements with Accountants on Accounting and Financial Disclosure~~PERSONS

~~None.~~Our executive officers’ and directors’ and their respective ages are as follows:

Item 9A. Controls and Procedures

Name	Age	Positions
Julio Antonio Quesada Murillo	36	President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary

Luis Diego Chavarria Arce	41	Director

Carlos Alvarez Rojas	51	Director

~~The~~Set ~~Company~~forth below is ~~responsible~~a ~~for~~brief ~~establishing~~description ~~and maintaining a system~~ of ~~disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~ ~~Act)~~background ~~that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized~~ and ~~reported,~~business ~~within~~experience ~~the~~of ~~time~~our periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive ~~officer or~~ officers and ~~principal~~directors ~~financial~~for ~~officer~~the orpast ~~officers,~~five ~~or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~years.

AnBACKGROUND ~~assessment~~INFORMATION ~~was~~ABOUT ~~conducted with~~OUR ~~the~~OFFICER ~~participation~~AND of our principal executive and principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2024. 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.DIRECTOR

~~Management’s~~Julio ~~Report on~~Antonio ~~Internal~~Quesada ~~Control~~Murillo, ~~over~~Age ~~Financial Reporting~~36

~~Management~~Mr. isJulio ~~responsible for~~Antonio ~~establishing~~Quesada ~~and~~Murillo ~~maintaining~~has ~~adequate~~served ~~internal control over financial reporting (~~as the ~~defined in Exchange Act Rule 13a-15(f)). The~~ Company’s ~~internal~~ control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitationsPresident, ~~internal control over financial reporting may not prevent or detect misstatements. Also~~Director, 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, ~~the~~Treasurer ~~Company~~and ~~conducted an~~Secretary ~~evaluation~~since ofits ~~the~~incorporation on ~~effectiveness of the Company’s internal control over financial reporting as of~~ June 3009, ~~2024, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”)~~2022.

AHe ~~material~~has ~~weakness~~got is a ~~deficiency,~~ ormaster ~~combination~~degree ~~of deficiencies,~~ in ~~internal~~civil ~~control~~engineering and ~~over~~bachelor ~~financial~~degree ~~reporting,~~in ~~such~~business ~~that~~management. ~~there~~He ishas aspent ~~reasonable~~the ~~possibility that~~last a12 ~~material~~years ~~misstatement~~in of the ~~Company’s~~construction ~~annual~~industry oras ~~interim financial statements will not be prevented or detected on a timely basis. In its assessment of~~ the ~~effectiveness~~Owner of ~~internal~~construction ~~control~~firm, Chief ~~over~~Building ~~financial reporting as of June 30~~Engineer, ~~2024,~~ the ~~Company~~Successful ~~determined that~~leader ~~there~~and ~~were~~Investor ~~control~~in ~~deficiencies~~different ~~that~~startup ~~constituted~~construction ~~material weaknesses, as described below~~projects.

1Mr. WeJulio doAntonio ~~not~~Quesada ~~have~~Murillo anhas ~~Audit~~been ~~Committee~~planning formation – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and ~~does~~operation ~~not include a member that is considered to be independent~~ of ~~management~~Neolara ~~to provide the necessary oversight over management’s activities~~Corp. 2. We did not maintain appropriate cash controls – As of June 30, 2024, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and ~~accounting~~we ~~functions,~~expect ~~and did not require dual signatures on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact~~ that ~~the~~his ~~Company~~professional ~~had~~experience ~~limited~~will ~~transactions~~help into ~~its~~develop ~~bank~~our ~~accounts~~business. 3. We did not implement appropriate information technology controls – As at June 30, 2024, 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.

20Luis Diego Chavarria Arce, Age 41

~~Accordingly,~~Mr. ~~the~~Luis ~~Company~~Diego Chavarria ~~concluded~~Arce ~~that~~is ~~these~~an ~~control~~experienced ~~deficiencies~~and ~~resulted~~results-oriented inprofessional with a ~~reasonable~~strong ~~possibility~~track ~~that~~record ain ~~material~~leading ~~misstatement~~and ofsupervising ~~the~~startup ~~annual~~projects oracross multiple ~~interim~~sectors. ~~financial statements~~With ~~will~~a ~~not~~natural beaptitude ~~prevented~~for orinnovation ~~detected~~and onbusiness adevelopment, ~~timely~~he ~~basis~~has helped launch and scale numerous ventures by providing ~~the~~clear ~~company’s~~strategic ~~internal~~direction ~~controls~~and operational leadership.

AsMr. aChavarria ~~result~~Arce ~~of the material~~holds ~~weaknesses~~a ~~described~~high ~~above,~~school ~~management~~education and has ~~concluded~~leveraged ~~that~~his ~~the~~real-world ~~Company~~experience ~~did~~and ~~not~~entrepreneurial ~~maintain~~instincts ~~effective~~to ~~internal~~build ~~control~~a ~~over~~career ~~financial~~focused ~~reporting~~on growth, asadaptability, ofand ~~June~~team ~~30,~~empowerment. ~~2024~~He ~~based~~is recognized for his hands-on ~~criteria~~leadership ~~established~~style, inability ~~Internal~~to ~~Control~~navigate complex challenges, and commitment to fostering collaborative, high-performance ~~Integrated~~work ~~Framework~~environments. ~~issued~~His bystrategic ~~COSO~~perspective brings valuable diversity and agility to the board.

~~Changes in Internal Controls over Financial Reporting~~12

~~There~~Carlos ~~has~~Alvarez ~~been no change in our internal control over financial reporting occurred during the year ended June 30~~Rojas, ~~2024, that has materially affected, or is reasonably~~ ~~likely~~Age ~~to materially affect, our internal control over financial reporting.~~51

~~Item~~Mr. 9BCarlos Alvarez Rojas brings over three decades of practical experience in the construction industry. ~~Other~~As ~~Information~~the founder and owner of a well-established construction company, he has led a wide range of infrastructure and residential development projects with a focus on quality, efficiency, and sustainability. His expertise spans project planning, operational management, budgeting, and compliance with local and international building standards.

~~During~~Despite ~~the~~holding ~~quarter~~a ~~ended~~high school ~~June 30~~education, ~~2024,~~Mr. noAlvarez ~~director~~Rojas orhas ~~officer~~built ~~adopted~~an orimpressive ~~terminated~~career ~~any~~through ~~Rule~~dedication, ~~10b5~~hands-1on ~~trading~~learning, ~~arrangement~~and oran ~~non-Rule~~entrepreneurial spirit. ~~10b5-1~~He ~~trading~~is ~~arrangement~~widely respected in the industry for his deep technical knowledge, asleadership ~~each~~capabilities, ~~term~~and isability ~~defined~~to incultivate ~~Item~~strong ~~408(a)~~partnerships with stakeholders across the public and private sectors. His insight and experience are key drivers of ~~Regulation~~the ~~S-K~~company’s continued success and strategic direction.

21DIRECTOR INDEPENDENCE

~~PART~~Our ~~III~~board of directors is currently composed of three members, and two of them are qualified as independent directors in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.

~~Item~~In ~~10.~~addition, ~~Directors~~our board of directors has not made a subjective determination as to our directors that no relationships exist which, ~~Executive~~in ~~Officers~~the opinion of our board of directors, ~~Promoters~~would ~~and~~interfere ~~Control~~with ~~Persons~~the exercise of independent judgment in carrying out the ~~Company~~responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us regarding to our director’s business and personal activities and relationships as they may relate to our management and us.

~~DIRECTORS,~~INVOLVEMENT ~~EXECUTIVE~~IN ~~OFFICERS,~~CERTAIN ~~PROMOTERS~~LEGAL ~~AND CONTROL PERSONS~~PROCEEDINGS

~~Our~~No ~~executive~~director, executive officer’s, ~~and director’s~~significant ~~and~~employee, ~~their~~or ~~respective~~control ~~ages~~person ~~are~~of asthe ~~follows:~~Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Name		Age		Positions
Julio Antonio Quesada Murillo		35		President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director

Item 11. Executive Compensation.

~~Set~~EXECUTIVE ~~forth below is a brief~~COMPENSATION ~~description~~SUMMARY ofCOMPENSATION ~~the background and business experience of our executive officers and directors for the past five years.~~TABLE

~~BACKGROUND~~The ~~INFORMATION~~following ~~ABOUT~~table ~~OUR~~sets forth ~~OFFICER~~information ~~AND~~regarding ~~DIRECTOR~~each element of compensation that we paid or awarded to our named executive officers for fiscal years June 30, 2025 and 2024:

Julio Antonio Quesada Murillo, Age 35

Name and Principal Position	Period		Salary ($)		Bonus ($)		Stock Awards ($)*		Option Awards ($)*		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Julio Antonio Quesada Murillo,		2025		0		0		0		0		0		0		0		0
President, Director, CEO, CFO, Treasurer and Secretary		2024		0		0		0		0		0		0		0		0

Luis Diego Chavarria Arce,		2025		0		0		0		0		0		0		0		0
Director

Carlos Alvarez Rojas,		2025		0		0		0		0		0		0		0		0
Director

~~Mr.~~Our ~~Julio~~officers ~~Antonio~~and ~~Quesada Murillo has served as the~~directors ~~Company’s~~have ~~President,~~not ~~Chief~~received ~~Executive~~monetary ~~Officer,~~compensation ~~Secretary,~~since ~~Treasurer~~our ~~and~~inception ato ~~Director~~the ~~since~~date ~~its~~of ~~incorporation~~this onForm ~~June 09, 2022~~10-K.

He has got a master degree in civil engineering and bachelor degree in business management. He has spent the last 12 years in the construction industry as the Owner of construction firm, Chief Building Engineer, the Successful leader and Investor in different startup construction projects.13

~~Mr.~~EMPLOYMENT ~~Julio Antonio Quesada Murillo has been planning formation and operation of Neolara Corp. and we expect that his professional experience will help to develop our business.~~AGREEMENTS

~~DIRECTOR~~Currently ~~INDEPENDENCE~~we don’t have any employment agreements.

~~Our~~DIRECTOR board of directors is currently composed of one member, and he does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.COMPENSATION

InThe ~~addition,~~following ~~our~~table ~~board of~~sets forth directors’ ~~has~~compensation ~~not made a subjective determination~~ as ~~to our director that no relationships exist which, in the opinion~~ of ~~our~~June ~~board of directors~~30, ~~would~~2025 interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and ~~discussed information provided by directors and us regarding to our director’s business and personal activities and relationships as they may relate to our management and us.~~2024:

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Name and Principal Position	Period		Fees Earned or Paid in Cash ($)		Stock Awards ($)		Opinion Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Julio Antonio Quesada Murillo,		2025		0		0		0		0		0		0		0
President, Director, CEO, CFO, Treasurer and Secretary		2024		0		0		0		0		0		0		0

Luis Diego Chavarria Arce,		2025		0		0		0		0		0		0		0
Director

Carlos Alvarez Rojas,		2025		0		0		0		0		0		0		0
Director

NoWe ~~director,~~have ~~executive~~not ~~officer,~~compensated ~~significant~~our ~~employee,~~directors orfor ~~control~~their ~~person~~service ofon ~~the~~our ~~Company~~Board ~~has~~of ~~been~~Directors ~~involved~~since inour ~~any~~inception. ~~legal~~There ~~proceeding~~are ~~listed~~no inarrangements ~~Item~~pursuant ~~401(f)~~to ofwhich ~~Regulation~~directors ~~S-K~~will be compensated in the ~~past~~future 10for ~~years~~any services provided as a director.

22Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

~~Item~~We do 11not grant equity 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. ~~Executive~~During the ~~Compensation~~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.

~~EXECUTIVE~~Item ~~COMPENSATION SUMMARY~~12. ~~COMPENSATION~~Security ~~TABLE~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table ~~sets~~lists, ~~forth~~as ~~information~~of ~~regarding~~the ~~each~~date ~~element~~of this Form 10-K, the number of ~~compensation~~shares of common stock of our Company that weare ~~paid~~beneficially owned by (i) each person or entity ~~awarded~~known to our ~~named~~Company ~~executive~~to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers ~~for~~and ~~fiscal~~directors ~~years~~as ~~June~~a group. Information relating to beneficial ownership of common stock by our principal ~~30,~~shareholders ~~2024~~and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and ~~2023:~~Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Name and Principal Position	Period	Salary ($)	Bonus ($)	Stock Awards ($)*	Option Awards ($)*	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Julio Antonio Quesada Murillo,	2024	0	0	0	0	0	0	0	0
President	2023	0	0	0	0	0	0	0	0

Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

~~Our~~The ~~sole~~percentages ~~officer and director~~below ~~has~~are ~~not~~calculated ~~received~~based ~~monetary~~on ~~compensation~~3,177,000 ~~since~~shares of our ~~inception~~common tostock issued and outstanding as of the date of this ~~From~~Form 10-K. We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our common stock.

~~EMPLOYMENT AGREEMENTS~~14

Currently we don’t have any employment agreements.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature

of Beneficial Ownership

Percent of
Common Stock

Common Stock

Julio Antonio Quesada Murillo

Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica

2,000,000

62.95%

~~The~~As ~~following~~of ~~table~~June ~~sets~~10, 2022 we have issued 2,000,000 shares ~~forth~~of ~~director~~company ~~compensation~~common asstock valued at 0.0001 per share to Julio Antonio Quesada Murillo in the capacity of ~~June~~President of 30the Company for providing services such as company incorporation, ~~2024~~preparation ~~and~~of ~~2023:~~S-1, preparation year end financials for consideration of $200.

Name	Period	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Opinion Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Julio Antonio Quesada Murillo,	2024	0	0	0	0	0	0	0
President	2023	0	0	0	0	0	0	0

As of June 30, 2025, our President has loaned to the Company $90,713. The loan does not have any term, carries no interest and is not secured.

WeItem ~~have not compensated our directors for their service on our Board of Directors since our inception~~14. ~~There~~Principal ~~are~~Accountant noFees ~~arrangements~~and ~~pursuant to which directors will be compensated in the future for any services provided as a director~~Services.

23The following table sets forth the fees billed to our company for the years ended June 30, 2025 and 2024 for professional services rendered by GreenGrowth CPAs, the independent auditor, and Gries & Associates, LLC, the former independent auditor, respectively:

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Fees	2025		2024
Audit Fees	$	15,875	$	18,500
Audit Related Fees		–		–
Tax Fees		–		–
Other Fees		–		–
Total Fees	$	15,875	$	18,500

The following table lists, as of the date of this Form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.15

~~Under~~PART the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.IV

~~The~~Item ~~percentages~~15. ~~below~~Exhibits ~~are calculated based on 3,177,000 shares of our common stock issued~~ and ~~outstanding~~Financial asStatement ~~of the date of this Form 10-K~~Schedules. ~~We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our common stock.~~

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Common Stock
Number	Description
Common Stock	Julio Antonio Quesada Murillo Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica	2,000,000	62.95%
19	Policy Regarding Insider Trading
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1	Certification of principal executive and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Schema Document
101.CAL	Inline XBRL Calculation Linkbase Document
101.DEF	Inline XBRL Definition Linkbase Document
101.LAB	Inline XBRL Labels Linkbase Document
101.PRE	Inline XBRL Presentation Linkbase Document
104	The cover page to this Annual Report on Form 10-K has been formatted in Inline XBRL

Item 1316. ~~Certain~~Form ~~Relationships~~10–K ~~and Related Transactions~~Summary.

AsNot ~~of June 10, 2022 we have issued 2,000,000 shares of company common stock valued at 0~~applicable.0001 per share to Julio Antonio Quesada Murillo in the capacity of Director of the Company for providing services such as company incorporation, preparation of S-1, preparation year end financials for consideration of $200.

~~As of June 30, 2024, our sole director has loaned to the Company $78,500. The loan does not have any term, carries no interest and is not secured.~~16

~~Item 14. Principal Accountant Fees and Services~~SIGNATURES

~~The~~Pursuant ~~following~~to ~~table~~the ~~sets~~requirements ~~forth~~of ~~the~~Section ~~fees~~13 ~~billed to~~or ~~our~~15(d) ~~company~~of ~~for~~ the ~~years~~Securities ~~ended~~Exchange ~~June~~Act 30of 1934, ~~2024~~the ~~and~~registrant ~~2023~~has ~~for~~duly ~~professional~~caused ~~services~~this ~~rendered~~report byto ~~GreenGrowth~~be ~~CPAs,~~signed ~~the~~on ~~independent~~its ~~auditor, and~~behalf ~~Gries~~by &the ~~Associates~~undersigned, thereunto ~~LLC,~~duly ~~the~~authorized ~~former~~on ~~independent~~September ~~auditor~~18, ~~respectively:~~2025.

Fees	2024		2023
Audit Fees	$	18,500	$	10,000
Audit Related Fees		–		–
Tax Fees		–		–
Other Fees		–		–
Total Fees	$	18,500	$	10,000

	NEOLARA CORP.

	By:	/s/ Julio Antonio Quesada Murillo
	Name:	Julio Antonio Quesada Murillo
	Title:	President, Director, Treasurer, Secretary, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

24In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.

PART IV

Signature	Title	Date

/s/ Julio Antonio Quesada Murillo Julio Antonio Quesada Murillo	President, Director, Treasurer and Secretary (Principal Executive, Financial and Accounting Officer)	September 18, 2025

/s/ Luis Diego Chavarria Arce Luis Diego Chavarria Arce	Director	September 18, 2025

/s/ Carlos Alvarez Rojas Carlos Alvarez Rojas	Director	September 18, 2025

~~Item 15. Exhibits~~17

Number		Description
23.1		Consent of Registered Independent Public Accountants
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certification of principal executive and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Schema Document
101.CAL		Inline XBRL Calculation Linkbase Document
101.DEF		Inline XBRL Definition Linkbase Document
101.LAB		Inline XBRL Labels Linkbase Document
101.PRE		Inline XBRL Presentation Linkbase Document
104		The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on September 27, 2024.

NEOLARA CORP. By: /s/ Julio Antonio Quesada Murillo Name: Julio Antonio Quesada Murillo Title: President, Officer and Sole Director, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Principal Accounting

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