UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Mark One

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

For the quarterly period ended ~~March~~September 3130, 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. 000-56687

NEOLARA CORP.

(Exact name of registrant as specified in its charter)

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

Contiguo a la Guardia de Asistencia Rural,

San Vito, Coto Brus,

Puntarenas, 60801, Costa Rica ~~+1 307 269 0177~~

~~neolaracorp@gmail.com~~+852 4427 8912

Corpneolara@outlook.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

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

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 April 176, ~~2025~~2026
Common Stock: $0.0001	3,177,000
Common Stock, $0.0001 par value	3,177,000

NEOLARA CORP.

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
PART I. FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
Item 1. Financial Statements (Unaudited)	3
	Balance Sheets as of March 31, 2025 (Unaudited) and June 30, 2024	4
Balance Sheets	4
	Statements of Operations for the three and nine months ended March 31, 2025 and 2024 (Unaudited)	5
Statements of Operations	5
	Statements of Stockholders’ equity (deficit) for the three and nine months ended March 31, 2025 and 2024 (Unaudited)	6
Statements of Stockholders’ Equity (Deficit)	6
	Statements of Cash Flows for the nine months ended March 31, 2025 and 2024 (Unaudited)	7
Statements of Cash Flows	7
Notes to Financial Statements (Unaudited)	~~Notes to Financial Statements (Unaudited)~~8	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	18
Item 4. Controls and Procedures	14
PART II.	OTHER INFORMATION	19
PART II. OTHER INFORMATION	15
Item 1.	Legal Proceedings	19
Item 1. Legal Proceedings	15
Item 1A.	Risk Factors	19
Item 1A. Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	19
Item 3. Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	19
Item 4. Mine Safety Disclosures	15
Item 5.	Other Information	19
Item 5. Other Information	15
Item 6.	Exhibits	19
Item 6. Exhibits	15
Signatures	~~Signatures~~16	20

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

The accompanying interim financial statements of Neolara Corp. (“the “Company”, ” “we”, ” “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with ~~United~~accounting ~~States~~principles generally accepted ~~principles~~in the United States of America have been condensed or or omitted pursuant to such rules and regulations.

The interim financial statements ~~are condensed and~~ should be read in conjunction with the Company’s latest annual financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

In the opinion of management, the ~~financial~~accompanying ~~statements~~unaudited interim financial statements contain all ~~material~~ adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the Company’s financial ~~condition~~position, results of operations, stockholders’ equity (deficit), and cash flows ~~of the Company~~ for the interim periods presented.

NEOLARA CORP.

BALANCE SHEETS

	March 31, 2025 (Unaudited)			June 30, 2024
ASSETS
Current Assets
Cash and Cash Equivalents	$	3,796		$	29,345
Total Current Assets		3,796			29,345
Intangible Assets, net		47,438			49,500
TOTAL ASSETS	$	51,234		$	78,845
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Related Party Advances	$	78,713		$	78,500
Total Liabilities		78,713			78,500
STOCKHOLDERS’ EQUITY (DEFICIT):
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 Equity (Deficit)		(62,989	)		(35,165	)
Total Stockholders’ Equity (Deficit)		(27,479	)		345
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	51,234		$	78,845

(Unaudited)

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

	September 30, 2025			June 30, 2025
ASSETS
Current Assets
Cash and cash equivalents	$	0		$	1,034
Prepaid expenses		0			19,685
Total current assets		0			20,719
Intangible assets, net		0			46,750

TOTAL ASSETS	$	0		$	67,469

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable	$	1,954		$	99
Related party advances		97			90,713

Total liabilities		2,051			90,812

STOCKHOLDERS’ DEFICIT
Common stock, $0.0001 par value, 75,000,000 shares authorized, 3,177,000 and 3,177,000 shares reflected as issued and outstanding, respectively		318			318
Additional paid-in capital		130,105			35,192
Accumulated deficit		(132,474	)		(58,853	)

Total stockholders’ deficit		(2,051	)		(23,343	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	0		$	67,469

4The accompanying notes are an integral part of these unaudited financial statements

~~NEOLARA CORP.~~4

~~STATEMENTS~~NEOLARA ~~OF OPERATIONS~~CORP.

~~(Unaudited)~~STATEMENTS OF OPERATIONS

	For the three months ended March 31, 2025			For the three months ended March 31, 2024			For the nine months ended March 31, 2025			For the nine months ended March 31, 2024
REVENUE:
Sales	$	9,750		$	–		$	17,550		$	17,600
Total Revenues		9,750			–			17,550			17,600
Cost of Goods Sold		2,100			2,000			3,681			6,880
Gross Profit		7,650			(2,000	)		13,869			10,720
EXPENSES:
Amortization Expenses		687			687			2,062			2,062
General and Administrative Expenses		25,192			5,185			39,631			17,947
Total Expenses		25,879			5,872			41,693			20,009
Loss Before Income Taxes		(18,229	)		(7,872	)		(27,824	)		(9,289	)
Provision for Income Taxes		–			–			–			–
NET LOSS	$	(18,229	)	$	(7,872	)	$	(27,824	)	$	(9,289	)
Net loss per common share - basic	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average number of common shares outstanding - basic		3,177,000			3,163,022			3,177,000			2,778,099

(Unaudited)

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

	Three months ended September 30, 2025			Three months ended September 30, 2024
REVENUE
Sales	$	0		$	0
Total revenue		0			0

Cost of goods sold		0			0

Gross profit		0			0

OPERATING EXPENSES
Write-off of prepaid advisory fees		19,685			–
Amortization expense		688			688
Impairment of intangible assets		46,062			–
General and administrative expenses		7,186			3,898
Total operating expenses		73,621			4,586

Loss before income taxes		(73,621	)		(4,586	)

Provision for income taxes		0			0

NET LOSS	$	(73,621	)	$	(4,586	)

Net loss per common share – basic and diluted	$	(0.02	)	$	(0.00	)

Weighted average number of common shares outstanding – basic and diluted		3,178,064			3,177,000

5The accompanying notes are an integral part of these unaudited financial statements.

~~NEOLARA CORP.~~5

~~STATEMENTS~~NEOLARA ~~OF STOCKHOLDERS’ EQUITY (DEFICIT)~~CORP.

~~For~~STATEMENTS ~~the~~OF ~~three~~STOCKHOLDERS’ ~~and~~EQUITY ~~nine months ended March 31, 2025 and 2024~~(DEFICIT)

For the three months ended September 30, 2025 and 2024 (Unaudited)

							Additional						Total Stockholders'
	Common Stock Shares			Common Stock Amount			Additional Paid-in Capital			Accumulated Deficit			Total Stockholders’ Deficit
	Common Stock						Paid-in			Accumulated			Equity
Balance as of June 30, 2025		3,177,000		$	318		$	35,192		$	(58,853	)	$	(23,343	)
	Shares			Amount			Capital			Deficit			(Deficit)
Related party advances forgiven and contributed to capital		–			–			90,713			–			90,713
Balance as of June 30, 2023		2,050,000		$	205		$	1,495		$	(20,788	)	$	(19,088	)
Cash capital contribution		–			–			4,200			–			4,200
Issuance of common stock		517,000			52			15,458			–			15,510
Issuance of Common Stock		9,790			1			(1	)		–			–
Net loss		–			–			–			–			–
Rescission & Cancellation of Common Stock		(9,790	)		(1	)		1			–			–
Balance as of September 30, 2023		2,567,000		$	257		$	16,953		$	(20,788	)	$	(3,578	)
Net loss		–		$	–		$	–		$	(73,621	)	$	(73,621	)
Issuance of common stock		490,000			49			14,651			–			14,700
Balance as of September 30, 2025		3,177,000		$	318		$	130,105		$	(132,474	)	$	(2,051	)
Net loss		–			–			–			(1,417	)		(1,417	)
Balance as of June 30, 2024		3,177,000			318			35,192			(35,165	)		345
Balance as of December 31, 2023		3,057,000		$	306		$	31,604		$	(22,205	)	$	9,705
Net loss		–		$	–		$	–		$	(4,586	)	$	(4,586	)
Issuance of common stock		120,000			12			3,588			–			3,600
Net loss		–			–			–			(7,872	)		(7,872	)
Balance as of March 31, 2024		3,177,000		$	318		$	35,192		$	(30,077	)	$	5,433
Balance as of June 30, 2024		3,177,000		$	318		$	35,192		$	(35,165	)	$	345
Net loss		–			–			–			(4,586	)		(4,586	)
Balance as of September 30, 2024		3,177,000		$	318		$	35,192		$	(39,751	)	$	(4,241	)
Net loss		–			–			–			(5,009	)		(5,009	)
Balance as of December 31, 2024		3,177,000		$	318		$	35,192		$	(44,760	)	$	(9,250	)
Net loss		–			–			–			(18,229	)		(18,229	)
Balance as of March 31, 2025		3,177,000		$	318		$	35,192		$	(62,989	)	$	(27,479	)

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

NEOLARA CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended March 31, 2025			For the nine months ended March 31, 2024
	Three months ended September 30, 2025			Three months ended September 30, 2024
Cash Flows from Operating Activities:
Cash Flows from Operating Activities
Net Loss	$	(27,824	)	$	(9,289	)
Net loss	$	(73,621	)	$	(4,586	)
Amortization Expenses		2,062			2,062
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred Income		–			(7,920	)
Amortization expense		688			688
Net cash used in operating activities		(25,762	)		(15,147	)
Impairment of intangible assets		46,062			–
Cash flows from Financing Activities:
Non-cash write-off of prepaid advisory fees		19,685			–
Proceeds from Issuance of Common Stock		–			33,810
Changes in operating assets and liabilities:
Related Party Advances		213			2,212
Decrease (increase) in prepaid expenses		–			(20,000	)
Net cash provided by financing activities		213			36,022
Increase in accounts payable		1,855			–
OVERVIEW
Net cash used in operating activities	$	(5,331	)	$	(23,898	)
Net (decrease) increase in cash and cash equivalents		(25,549	)		20,875
Cash Flows from Financing Activities
Cash and cash equivalents, beginning of the period		29,345			12,200
Capital contribution from related party		4,200			–
Cash and cash equivalents, end of the period	$	3,796		$	33,075
Proceeds from related party / director loan		100			–
Repayment of related party / director loan		(3	)		–
Net cash provided by financing activities		4,297			–
Net decrease in cash and cash equivalents		(1,034	)		(23,898	)
Cash and cash equivalents, beginning of period		1,034			29,345
Cash and cash equivalents, end of period	$	–		$	5,447
Supplemental non-cash financing information:
Related party advances forgiven and contributed to capital	$	90,713		$	–

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

NEOLARA CORP.

NOTES TO ~~THE~~ FINANCIAL STATEMENTS September 30, 2025 (Unaudited)

~~MARCH~~NOTE ~~31,~~1 ~~2025~~– ORGANIZATION AND NATURE OF BUSINESS

~~(Unaudited)~~Neolara Corp. was incorporated in June 2022 under the laws of the State of Wyoming. During the quarter ended September 30, 2025, the Company did not generate operating revenue and focused primarily on maintaining its public-company reporting obligations, evaluating business opportunities, and completing corporate transition and compliance matters following a change in control during September 2025.

NOTE 12 – ~~ORGANIZATION~~SUMMARY ~~AND~~OF ~~NATURE~~SIGNIFICANT OFACCOUNTING ~~BUSINESS~~POLICIES

~~Neolara~~Basis ~~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.presentation

~~NOTE~~The 2accompanying –unaudited ~~SUMMARY~~condensed OFfinancial ~~SIGNIFICANT~~statements ~~ACCOUNTING~~have ~~POLICIES~~been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results of operations for the three months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026.

~~Basis~~The condensed balance sheet as of ~~presentation~~June 30, 2025 has been derived from the audited financial statements as of that date. These interim financial statements should be read in conjunction with the Company's audited financial statements and notes for the fiscal year ended June 30, 2025.

~~The~~Use ~~accompanying unaudited condensed financial statements~~ of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K, on September 27, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2024 as reported in Form 10-K, have been omitted.estimates

The ~~Company~~preparation ~~has~~of ~~adjusted~~financial ~~certain~~statements ~~previously reported amounts~~ in ~~its~~conformity ~~balance~~with ~~sheets~~GAAP asrequires management ofto ~~and~~make ~~for~~estimates ~~the year ended June 30, 2023~~ and ~~the~~assumptions ~~income~~that ~~statement~~affect ~~for~~ the ~~nine~~reported ~~months~~amounts ~~period~~of ~~ended~~assets ~~March 31,~~and ~~2024~~liabilities, ~~to reflect~~ the ~~recording~~disclosure of ~~the~~contingent assets ~~deferred~~and ~~cost,~~liabilities ~~netting~~at the ~~corresponding~~date ~~deferred~~of ~~revenue and~~ the ~~subsequent~~financial ~~recognition in the income~~ statements ~~for an amount of $4~~,~~880~~ ~~which~~and ~~was~~the ~~originally~~reported ~~recognized~~amounts ~~as cost~~ of ~~goods~~revenues ~~sold.~~and ~~This~~expenses ~~adjustment~~during ~~did~~the ~~not materially~~reporting ~~impact~~period. ~~the~~Actual ~~financial~~results ~~position~~could ~~and~~differ ~~the~~from ~~result~~those ~~of operations of the Company for the year indicated~~estimates.

~~Going~~Cash ~~Concern~~and cash equivalents

The ~~accompanying~~Company ~~unaudited~~considers ~~condensed~~all ~~financial statements~~highly ~~have~~liquid ~~been~~investments ~~prepared in conformity~~ with ~~GAAP,~~original ~~which contemplates continuation of the Company as a going concern. As a development-stage~~maturities ~~company, the Company had limited revenues and incurred losses as~~ of ~~March~~three ~~31, 2025. The Company had an accumulated deficit of $62,989 as of March 31, 2025 and had a net loss of $27,824 for the nine~~ months ~~ended~~or ~~March~~less ~~31, 2025. The Company currently has limited working capital, and has not completed its efforts~~ to ~~establish~~be acash ~~stabilized source of revenue sufficient to cover operating costs over an extended period of time~~equivalents.

~~Management~~Segment anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there is a substantial doubt that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.Reporting

8We operate in a single operating segment and a single reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding how to allocate resources and in assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the level. Since we operate in one operating segment, all required financial segment information is presented in the financial statements.

~~Use of Estimates~~8

~~The~~Revenue 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.recognition

~~Cash~~The ~~and~~Company ~~Cash~~recognizes ~~Equivalents~~revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

The Company ~~considers~~applies ~~all~~the ~~highly~~following ~~liquid~~five-step ~~investments with~~model ~~original~~in ~~maturities~~determining ~~of three months or less to be cash equivalents.~~revenue recognition:

~~Revenue~~Step ~~Recognition~~1: Identify the contract with a customer

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

Step 13: ~~Identify~~Determine the ~~contract~~transaction ~~with a customer~~price

Step 24: ~~Identify~~Allocate the transaction price to the performance obligations in in the contract

Step 35: ~~Determine~~Recognize revenue when or as the ~~transaction~~entity ~~price~~satisfies a performance obligation

~~Step~~The 4:Company ~~Allocate~~did ~~the~~not ~~transaction~~generate ~~price~~revenue toduring the three months ended ~~performance~~September ~~obligations~~30, in2025 ~~the~~or ~~contract~~2024.

~~Step~~Intangible ~~5: Recognize revenue when (or as) the entity satisfies a performance obligation~~assets

The Company ~~recognizes~~accounts ~~revenue~~for ~~when~~intangible ~~the~~assets ~~services~~in accordance with ASC Topic 350, Intangibles - Goodwill and Other. Definite-lived intangible assets are ~~completed~~carried at cost less accumulated amortization and ~~delivered~~are amortized over their estimated useful lives on a straight-line basis. The Company evaluates long-lived and intangible assets for impairment whenever events or changes in ~~accordance~~circumstances ~~with~~indicate that the ~~terms~~carrying amount of ~~the~~an ~~contract~~asset may not be recoverable.

~~Earnings~~Income ~~(Loss) Per Share~~taxes

~~The~~Income ~~Company~~taxes ~~reports~~are ~~loss~~accounted ~~per~~for ~~share~~under inthe ~~accordance with~~asset ~~ASC~~and ~~260,~~liability ~~“Earnings per Share”~~method. Deferred ~~Basic~~tax ~~loss~~assets ~~per~~and ~~share~~liabilities isare ~~computed~~recognized byfor ~~dividing~~temporary ~~net~~differences ~~loss~~between by the ~~weighted-average~~financial ~~number of~~statement ~~shares~~carrying amounts of ~~common~~assets and ~~stock~~liabilities ~~outstanding~~and ~~during~~their ~~each~~respective ~~period.~~tax ~~Diluted~~bases, ~~earnings~~as ~~per~~well ~~share~~as isfor ~~computed~~operating ~~by dividing net~~ loss bycarryforwards. ~~the~~Deferred ~~weighted-average number~~tax ofassets ~~shares~~and ofliabilities ~~common~~are ~~stock,~~measured using ~~common~~enacted ~~stock~~tax ~~equivalents~~rates ~~and~~expected ~~other~~to ~~potentially~~apply ~~dilutive~~in ~~securities outstanding during~~ the ~~period.~~periods ~~There were~~in nowhich ~~dilutive~~the ~~securities~~temporary asdifferences ofare ~~March~~expected ~~31,~~to ~~2025 and 2024~~reverse.

~~The~~A ~~following~~valuation ~~table~~allowance ~~shows~~is ~~the~~established ~~calculation~~when management determines that it is more likely than not that some or all of ~~diluted~~the ~~shares:~~deferred tax assets will not be realized. Tax benefits from an uncertain tax position are recognized only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authorities. The Company has not recognized any tax benefits from uncertain tax positions for the periods presented.

Schedule of diluted shares
	Three months ended March 31,				Nine months ended March 31,
	2025		2024		2025		2024
Shares used in computation of basic earnings per share		3,177,000		3,163,022		3,177,000		2,778,099
Total dilutive effect of outstanding stock awards		–		–		–		–
Shares used in computation of diluted earnings per share		3,177,000		3,163,022		3,177,000		2,778,099

Net loss per share

9Basic and diluted net loss per share are computed by dividing net loss by the weighted average number of common shares outstanding during the period. Potentially dilutive securities are excluded from diluted loss per share when their effect would be anti-dilutive. The Company had no dilutive securities outstanding during the periods presented.

~~Intangible Assets~~9

~~The~~Recent ~~Company~~accounting follows the provisions of ASC 350, “Intangibles-Goodwill and Other”. Definite-lived intangible assets represent developed technology, non-compete agreements, customer related intangible assets, patents, trademark and 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.pronouncements

~~Intangible~~Management ~~assets~~has ~~with~~evaluated ~~indefinite~~all ~~lives~~recently ~~are~~issued, ~~tested for~~but ~~impairment~~not atyet ~~least~~effective, accounting ~~annually~~pronouncements and ~~when~~does ~~events~~not orbelieve ~~changes~~that any such pronouncements would have a material effect on the accompanying financial statements. The Company has adopted all accounting pronouncements that are currently in ~~circumstances~~effect ~~indicate~~and determined that, ~~more-likely-than-not,~~they ~~the~~did ~~asset~~not ishave ~~impaired.~~a ~~Significant~~material ~~judgment~~impact ison ~~required~~the inCompany's ~~estimating~~financial ~~fair~~position, ~~values~~results ~~and~~of ~~performing~~operations ~~indefinite-lived~~or ~~intangible~~cash ~~asset~~flows ~~impairment~~unless ~~tests~~otherwise disclosed.

~~Income~~NOTE ~~Taxes~~3 – GOING CONCERN

~~Income~~The ~~taxes~~accompanying ~~are~~unaudited ~~accounted~~condensed ~~for~~financial ~~under~~statements ~~the~~have ~~asset~~been ~~and~~prepared ~~liability~~assuming ~~method. Deferred tax assets and liabilities are recognized for~~ the ~~future~~Company ~~tax~~will ~~consequences~~continue ~~attributable~~as toa ~~differences~~going ~~between the~~concern. ~~financial~~As ~~statement carrying amounts~~ of ~~existing~~September ~~assets~~30, ~~and~~2025, ~~liabilities~~the ~~and~~Company ~~their~~had ~~respective~~no ~~tax~~cash ~~bases~~on ~~and~~hand, ~~operating~~a ~~loss and tax~~stockholders’ ~~credit~~deficit ~~carryforwards.~~of ~~Deferred~~$2,051, ~~tax assets~~ and ~~liabilities~~an ~~are~~accumulated ~~measured~~deficit ~~using~~of ~~enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled~~$132,474. The ~~effect~~Company onincurred ~~deferred~~a ~~tax~~net ~~assets~~loss ~~and liabilities~~ of a$73,621 ~~change~~for ~~in tax rates is recognized in income in~~ the ~~period~~three ~~that~~months ~~includes~~ended ~~the~~September 30, ~~enactment date~~2025. AThese ~~valuation~~conditions ~~allowance~~raise onsubstantial ~~deferred~~doubt ~~tax assets~~about isthe ~~established~~Company’s ~~when~~ability ~~management~~to ~~considers~~continue itas isa ~~more~~going ~~likely than not that some portion or all of the deferred tax assets will not be realized~~concern.

~~Tax~~Management ~~benefits~~intends ~~from~~to anfund ~~uncertain~~the ~~tax~~Company’s ~~position~~near-term ~~are~~working-capital ~~only~~requirements ~~recognized~~through ifrelated-party itsupport, iscapital ~~more likely than not that the tax position will be sustained on examination by the taxing authorities~~contributions, ~~based on~~and ~~the~~potential ~~technical~~future ~~merits~~financing ~~of the position~~transactions. ~~The~~There ~~tax~~can ~~benefits~~be ~~recognized~~no ~~in the financial statements from such a position are measured based~~assurance ~~on the largest benefit~~ that ~~has~~such afinancing ~~greater~~or ~~than~~support ~~fifty~~will ~~percent~~be ~~likelihood~~available ofon ~~being~~acceptable ~~realized~~terms, ~~upon~~if ~~ultimate~~at 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.al

~~Recent~~NOTE ~~Accounting~~4 ~~Pronouncements~~– INTANGIBLE ASSET IMPAIRMENT

InThe ~~November~~Company ~~2023,~~had the ~~Financial~~following ~~Standards~~intangible ~~Accounting Board~~assets ~~(FASB)~~as ~~issued~~of ~~ASU~~September ~~2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expanded~~30, ~~annual~~2025 and ~~interim~~June ~~disclosure requirements for reportable segments~~30, primarily through enhanced disclosures about significant segment expenses. The amendments do not change how segments are determined or aggregated, or how thresholds are applied to determine reportable segments.2025:

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

Schedule of intangible assets	September 30, 2025		June 30, 2025
Cost	$	55,000	$	55,000
Accumulated amortization		8,938		8,250
Accumulated impairment		46,062		0
Total	$	0	$	46,750

~~NOTE~~As 3of –June ~~STOCKHOLDERS’~~30, ~~DEFICIT~~2025, the Company carried intangible assets, net, of $46,750. During the quarter ended September 30, 2025, the Company recorded amortization expense of $688 and an impairment charge of $46,062, reducing the carrying value of the intangible assets to $0 as of September 30, 2025.

~~The~~NOTE ~~Company~~5 ~~has~~– ~~75,000,000,~~RELATED ~~$0.0001~~PARTY ~~par value shares of common stock authorized.~~TRANSACTIONS

OnAs of June 1030, ~~2022~~2025, the Company ~~issued~~had 2related party advances of $90,~~000,000~~713. ~~shares~~During ofthe ~~common~~quarter ~~stock~~ended toSeptember a30, ~~director~~2025, ~~for~~related ~~cash~~party ~~proceeds~~advances oftotaling $~~200~~90,713 atwere ~~$0.0001~~forgiven ~~per~~and ~~share~~treated as capital contributions to the Company.

~~During~~In ~~the~~addition, ~~year~~on ~~ended~~September ~~June 30~~17, ~~2023~~2025, the Company ~~issued~~ ~~50,000~~received ~~shares~~a cash capital contribution of ~~common~~$4,200 ~~stock~~from ~~for~~a ~~cash~~related ~~proceeds~~party ofto ~~$1,500~~support atadministrative ~~$0.03~~and ~~per~~reporting ~~share~~expenses.

10On September 23, 2025, the Company received $100 from Julio Antonio Quesada Murillo as a short-term director loan. On September 25, 2025, the Company repaid $3 of that amount. As of September 30, 2025, the remaining balance due to related party – director loan was $97.

~~In July 2023, the Company issued 236,000 shares of common stock for cash proceeds of $7,080 at $0.03 per share.~~10

InNOTE ~~August~~6 ~~2023,~~– ~~the~~INCOME ~~Company issued 281,000 shares of common stock for cash proceeds of $8,430 at $0.03 per share.~~TAXES

InThe ~~October~~components ~~2023,~~of the Company’s ~~issued~~provision ~~209,000~~for ~~shares~~Federal income oftax ~~common~~for ~~stock~~the ~~for~~three ~~cash~~months ~~proceeds~~ended ofSeptember $630,~~270~~ at2025 ~~$0.03~~and ~~per~~the ~~share.~~year ended June 30, 2025 consisted of the following:

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 provision for income taxes	Three months ended September 30, 2025			Year ended June 30, 2025
Federal income tax benefit:
Current Operations	$	132,474		$	58,853
Less: valuation allowance		(132,474	)		(58,853	)
Net provision	$	0		$	0

~~In December 2023~~Accordingly, the Company ~~issued~~recorded ~~235,000~~no ~~shares of~~provision ~~common stock~~ for ~~cash~~Federal ~~proceeds~~income oftaxes for ~~$7,050~~the atperiods $0presented.~~03 per share.~~

InThe ~~January~~cumulative ~~2024,~~tax effect at the ~~Company~~expected ~~issued~~rate ~~120,000~~of ~~shares~~ 21% of ~~common~~significant items ~~stock~~comprising ~~for~~the ~~cash~~Company’s ~~proceeds~~net ofdeferred ~~$3,600~~tax atamount ~~$0.03~~is ~~per~~as ~~share.~~follows:

There were 3,177,000 shares of common stock issued and outstanding as of March 31, 2025 and June 30, 2024, respectively.

Schedule of deferred tax asset	September 30, 2025			June 30, 2025
Deferred tax asset attributable to:
Net operating loss carryover	$	27,820		$	12,359
Less: valuation allowance		(27,820	)		(12,359	)
Net deferred tax asset	$	0		$	0

~~NOTE~~As 4of –September ~~INTANGIBLE~~30, ~~ASSETS~~2025 and June 30, 2025, the Company’s estimated gross deferred tax assets attributable primarily to net operating loss carryforwards were fully offset by valuation allowances. Management concluded that realization of such deferred tax assets was not more likely than not based on the Company’s history of losses, the absence of operating revenues, and the uncertainty regarding future taxable income.

~~The~~NOTE ~~Company's~~7 ~~intangible~~– ~~assets~~ACCOUNTS ~~consist of cost of business acquisition, including business assets, patent, trade names and leasehold rights.~~PAYABLE

The Company ~~purchased~~had the ~~entity~~following ~~Futureproof~~accounts ~~Eco Solutions~~payable ~~LLC~~as ~~because~~ of ~~its~~September ~~unique registration of the patent. This patent is about: the invention relates to the production of lightweight~~30, ~~concrete~~2025 ~~based on Portland cement~~ and ~~wood~~June ~~filler and can be used for the manufacture of building material intended for industrial~~30, agricultural and civil construction. 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.2025:

~~The~~Schedule ~~Company had the following intangible assets as~~ of ~~March~~accounts ~~31, 2025 and June 30, 2024:~~payable

Schedule of intangible assets
Schedule of accounts payable	September 30, 2025		June 30, 2025
	March 31, 2025		June 30, 2024
Accounts payable	$	1,954	$	99
Cost	$	55,000	$	55,000
Accumulated amortization		7,562		5,500
Total	$	47,438	$	49,500

~~NOTE~~As 5of –September ~~RELATED~~30, ~~PARTY~~2025, ~~TRANSACTIONS~~the balance primarily related to unpaid transfer-agent invoices from VStock Transfer LLC for registrar services and stock issuance-related fees.

~~As of March 31, 2025 and June 30, 2024, the Company’s president has loaned to the Company $78,713 and $78,500, respectively. This loan is unsecured, non-interest bearing and due on demand.~~11

~~During~~NOTE ~~the~~8 ~~nine~~– ~~months~~WRITE-OFF ~~ended~~OF ~~March~~PREPAID ~~31,~~ADVISORY ~~2025 and 2024, the president provided services to the Company, totaling $0 and $2,000, respectively.~~FEES

11As of June 30, 2025, the Company carried prepaid expenses of $19,685. During the quarter ended September 30, 2025, management determined that the remaining prepaid OTC advisory / DTC-related balance no longer met the criteria for recognition as an asset and recorded the full balance as a write-off of prepaid advisory fees.

NOTE 69 – ~~INCOME~~STOCKHOLDERS’ ~~TAXES~~DEFICIT

The ~~components of the~~ Company’s ~~provision for~~has ~~Federal income tax for the nine months ended March 31~~75,000,000 ~~2025~~shares ~~and~~of ~~the~~common ~~year~~stock ~~ended~~authorized ~~June~~with ~~30,~~a par ~~2024~~value ~~consists~~ of ~~the~~$0.0001 ~~following:~~per share.

Schedule of provision for income taxes
	Nine months ended March 31, 2025			Year ended June 30, 2024
Federal income tax benefit attributable to:
Current Operations	$	62,989		$	35,165
Less: valuation allowance		(62,989	)		(35,165	)
Net provision for Federal income taxes	$	–		$	–

The Company also evaluated rescission and cancellation actions relating to 9,790 shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board of Directors approved the rescission and cancellation on September 29, 2025, and the Company entered into executed Mutual Rescission Agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect 3,177,000 common shares outstanding as of September 30, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process, including transfer agent documentation requirements, had not yet been completed.

The ~~cumulative~~Company’s ~~tax~~additional ~~effect~~paid-in atcapital ~~the~~also ~~expected~~increased ~~rate~~during ofthe ~~21%~~quarter ofdue ~~significant~~to ~~items~~the ~~comprising~~related ~~our~~party ~~net~~capital ~~deferred~~contributions ~~tax~~described ~~amount~~in isNote ~~as follows:~~5.

Schedule of deferred tax assets
	Nine months ended March 31, 2025			Year ended June 30, 2024
Deferred tax asset attributable to:
Net operating loss carryover	$	13,228		$	7,385
Less: valuation allowance		(13,228	)		(7,385	)
Net deferred tax asset	$	–		$	–

NOTE 10 – TERMINATION OF COOPERATION AGREEMENT

~~Due~~On toApril 11, 2025, the ~~change~~Company inentered ~~ownership~~into ~~provisions~~a ofcooperation ~~the~~agreement ~~Tax~~with ~~Reform~~Lorittini ~~Act~~LLC ofpursuant ~~1986,~~to ~~net~~which ~~operating~~the ~~loss~~contractor ~~carry~~agreed ~~forwards~~to ofprovide ~~approximately~~consulting ~~$13,228~~and ascooperation ofservices ~~March~~to ~~31,~~the ~~2025~~Company. ~~and~~On $7August 29,~~385~~ 2025, asthe ofCompany ~~June~~and ~~30,~~Lorittini ~~2024, for~~LLC ~~Federal~~executed ~~income~~a ~~tax~~Mutual ~~reporting~~Termination ~~purposes~~of ~~are~~Cooperation ~~subject~~Agreement toand ~~annual~~Mutual ~~limitations~~Release. ~~Should~~Under athe ~~change~~termination inagreement, the ~~ownership~~contractor ~~occur~~waived any accrued and unpaid consulting fees. Accordingly, ~~net~~the ~~operating~~Company ~~loss~~did ~~carry forwards~~not ~~may~~have beany ~~limited~~remaining asliabilities related to ~~use~~the inagreement ~~future~~as ~~years~~of September 30, 2025.

NOTE 711 – SUBSEQUENT EVENTS

InManagement ~~accordance~~evaluated ~~with ASC 855-10, the Company has analyzed its operations~~ subsequent toevents ~~March 31, 2025,~~ through the date ~~when~~these financial statements were issued, ~~and~~in ~~has~~accordance with ASC 855-10, and determined that it ~~does~~there ~~not~~were ~~have~~no ~~any~~ material subsequent events torequiring ~~disclose~~recognition or disclosure in ~~these~~the accompanying unaudited condensed financial statements.

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

~~Description~~The offollowing ~~Business~~discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed below.

~~Neolara~~During ~~Corp.~~the isquarter aended ~~development~~September ~~company~~30, on2025, ~~start-up~~the ~~stage,~~Company ~~formed~~did tonot ~~commence~~generate ~~operations concerned with turnkey construction of buildings and building materials~~revenue. WeThe ~~were~~Company’s ~~incorporated~~activities ~~under the~~during ~~laws of~~ the ~~state~~quarter ~~of Wyoming on June 09, 2022. From our formation we~~ were ~~engaged~~limited inprimarily ~~the~~to ~~business~~maintaining ofits ~~namely~~public-company reporting ~~the development~~status, ~~marketing and~~completing ~~business~~corporate ~~process~~transition ~~analysis~~matters, ~~problem~~recording ~~solving~~related-party ~~and~~capital ~~general business services by our CEO~~support, ~~sole~~settling ~~Officer~~ and ~~Director~~accruing ~~Mr. Quesada Murillo.~~public-company ~~Our~~compliance ~~executive and business office is located at Contiguo a la Guardia de Asistencia Rural~~costs, ~~San Vito, Coto Brus, Puntarenas, 60801, Costa Rica,~~ and ~~our~~evaluating ~~telephone~~future ~~number~~business ~~is +1 307 269 0177~~opportunities. ~~Our website address is - https://neolara-construction.com/~~

WeFor ~~maintain~~the ~~our~~three ~~statutory~~months ~~registered~~ended ~~agent’s~~September 30, 2025, the Company recorded ~~office~~a atnet loss of $73,621, compared with a net loss of $4,586 for the three months ended September 30, N2024. ~~Gould~~The Stincrease ~~Ste~~in Rnet loss was driven primarily by (i) $46,750 ~~Sheridan~~of amortization and impairment expense related to the full write-down of the Company’s intangible asset, WY(ii) ~~82801~~$19,685 of write-off of prepaid advisory fees, and (iii) ongoing general and administrative costs associated with maintaining the Company as a reporting issuer.

~~The~~As of September 30, 2025, the Company ~~has~~had ~~only~~no ~~recently~~cash, ~~commenced~~compared ~~operations~~with $1,034 as aof ~~development-stage~~June ~~company~~30, ~~and~~2025. itNet ~~has~~cash ~~limited~~used in operating ~~history~~activities ~~and~~was is$5,331 ~~expected~~during tothe ~~experience~~quarter, ~~losses~~partially inoffset ~~the~~by ~~near~~$4,297 ~~term.~~of ~~The~~net ~~Company’s~~cash provided ~~independent~~by ~~auditors~~financing ~~have~~activities, ~~issued~~primarily from a ~~report~~$4,200 ~~raising~~related-party ~~substantial~~capital ~~doubt~~contribution ~~about~~and ~~the~~$100 ~~Company’s~~of ~~ability~~short-term todirector ~~continue~~loan proceeds. Working capital remained negative as aof ~~going~~September ~~concern~~30, 2025.

WeDuring ~~are~~the aquarter, ~~development~~historical ~~stage~~related-party ~~company~~advances of $90,713 were forgiven and ~~currently have~~contributed noto ~~revenues~~capital. orIn ~~significant~~addition, ~~assets~~the ~~and~~Company wereceived ~~have~~a ~~incurred~~$4,200 ~~losses~~cash ~~since~~capital ~~inception~~contribution from a related party. AsThese ofitems ~~March~~improved ~~31,~~the ~~2025~~Company’s ~~our~~balance ~~total~~sheet ~~assets~~presentation ~~were~~but ~~$51,234~~did not eliminate the Company’s need for additional ~~and~~financing ~~our~~to ~~total~~support ~~current~~operations ~~liabilities~~and ~~were~~reporting ~~$78,713~~obligations.

WeThe ~~are~~Company ~~providing~~also aevaluated ~~useful~~rescission and ~~effective~~cancellation ~~type~~actions ofrelating to 9,790 shares issued under Regulation S subscription arrangements ~~construction~~for ~~service.~~which ~~Neolara~~the ~~Corp.~~Company isasserts ano ~~construction~~subscription ~~and~~proceeds ~~architectural~~were ~~company~~received. ~~that~~The ~~provides~~Board ~~services~~of ~~including~~Directors ~~General~~approved ~~Contractor,~~the ~~Design~~rescission and cancellation &on ~~Consultant~~September 29, ~~Design~~2025, &and ~~Build,~~the ~~Construction~~Company ~~Project~~entered ~~Management~~into ~~and~~executed ~~Turnkey~~Mutual ~~Construction~~Rescission ofAgreements ~~various~~with ~~types~~the ofaffected ~~buildings~~subscribers. ~~(private houses~~Accordingly, the ~~high-rise~~accompanying ~~buildings,~~financial ~~shopping~~statements ~~centers~~reflect 3,177,000 ~~non-residential~~common ~~premises~~shares ~~etc.).~~outstanding ~~Our~~as ~~company~~of ~~mainly~~September ~~engages~~30, in2025. ~~supplying~~However, ~~coconut~~as ~~fiber~~of ~~concrete~~the filing ~~and~~date ~~engineering~~of ~~services.~~this Wereport, ~~are~~the ~~offering~~records ~~our~~of ~~construction~~the ~~services~~Company’s totransfer ~~the~~agent ~~clients~~continued into ~~Costa~~reflect ~~Rica~~3,186,790 ~~and~~shares inoutstanding because the ~~future~~administrative cancellation weprocess, ~~are~~including ~~going~~transfer toagent ~~spread our~~documentation ~~services~~requirements, tohad ~~other~~not ~~countries~~yet been completed.

WeThe ~~purchased the entity Futureproof Eco Solutions LLC because of its unique registration of the patent, the~~ Company ~~Purchase~~believes ~~Agreement~~that isit ~~filed~~will asrequire ~~Exhibit 10.3 to the Registration Statement~~additional ofcapital ~~04/18/2023. This patent is about: the invention relates~~ to ~~the~~fund ~~production~~ongoing ofreporting ~~lightweight~~costs, ~~concrete~~professional ~~based~~fees, ~~on Portland cement~~ and ~~wood filler~~any ~~and~~future ~~can~~operating beactivities. ~~used~~Management ~~for~~intends ~~the~~to ~~manufacture~~seek ~~of building material intended for industrial, agricultural and civil construction. The mixture~~additional ~~consists~~related-party ofsupport ~~Portland cement, wood filler, calcium chloride~~ and ~~water.~~external ~~The~~financing ~~mixture also contains sand~~ as ~~a binder additive~~needed. ~~Additionally, to~~There ~~increase~~can ~~the~~be ~~strength~~no ofassurance ~~the material, coconut fiber is added to the mixture in an amount of 5%. The achieved technical result is~~ that ~~the~~ ~~mixture~~such ~~has~~funding awill ~~compressive~~be ~~strength~~available ~~1.2-1.5~~on ~~times~~acceptable ~~greater than standard building mixtures. In addition~~terms, ~~the consumption of Portland~~ ~~cement~~if isat ~~reduced by an average of 20%~~all.

~~Description of the patent:~~13

~~The~~Item ~~patent~~3. ~~which~~Quantitative weand ~~have~~Qualitative ~~purchased~~Disclosures ~~together~~About ~~with the~~Market ~~Company Futureproof Eco Solutions LLC is about:~~Risk

~~Coconut~~As ~~husks are~~ a ~~byproduct~~smaller ofreporting ~~coconut processing~~company, ~~and~~ ~~coir fiber can be produced cheaply and efficiently anywhere in~~ the ~~world.~~Company ~~Since concrete~~ is ~~the~~not ~~most~~required ~~commonly~~to ~~used construction material~~provide in the ~~world,~~information itotherwise ~~would~~required ~~certainly~~by bethis ~~beneficial~~Item. toIn ~~find~~any ~~ways~~event, tothe ~~increase~~Company ~~its~~does ~~stability~~not ~~and~~believe ~~strength.~~that ~~Coir~~it ~~fiber~~is ~~has~~currently ~~been~~exposed ~~shown~~ to ~~be an effective~~ material ~~for reinforcing concrete, a valuable use for a byproduct of coconut processing~~market risk.

Using 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.

Coconut fibers mitigate crack development in concrete structures that are near water or in places where structures are prone to other environmental stresses, such as earthquakes.

Since coconut fiber is not as dense as concrete, it reduces the overall weight of a structure, making it ideal for producing a lightweight form of concrete. Coir also has low thermal conductivity, which allows for natural cooling. Сoconut fiber has great potential as a replacement for steel as a material for reinforcing concrete. It is also beneficial because it is strong, cheap to make, and naturally cooling.

Coir fiber-reinforced concrete has many advantages. Since coir fiber is a byproduct of coconut processing, it is a readily available substance, and utilizing coir in buildings has positive cost-benefit implications.

Coir, as 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.

Our business intends to provide clients with a convenient and effective construction consulting services via multiple communication channels: phone calls, chat and messenger. Our Neolara website enables consumers to find the best construction workers for their needs and get real-time professional consultation from highly experienced builders.

We are offering such services to our clients:

· turnkey construction

Turnkey construction is a building solution that drastically simplifies things for the owner of the future project. With this type of project, the contractor is given the responsibility for design and construction work. The owner needs only wait for the contractor get the job done, and then when the project is finished, he or she is able to “turn the key” and start using the new building or facility.

We plan to build not only residential but also commercial real estate:

· 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.

Competition

The market of construction and building materials is highly competitive. Our competitors are substantially larger and more experienced than us and have longer operating histories and have materially greater financial and other resources than us.

Marketing

We intend to 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 completed. Newsletters will be the perfect tool for establishing and maintaining a relationship 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 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 advertorials on construction-focused platforms.

Bankruptcy or Similar Proceedings

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

Employees; Identification of certain significant employees

We have no employees other than our sole officer and director, Julio Antonio Quesada Murillo.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future.

Facilities and Executive Offices

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.

Government and industry regulation

We are subject to applicable laws and regulations that 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.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, 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.

We 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.

Three Months Periods Ended March 31, 2025 and 2024:

During the three months periods ended March 31, 2025 and 2024 we have generated $9,750 and $0 in revenues, respectively. The cost of goods sold for the three months ended March 31, 2025 and 2024 were $2,100 and $2,000. The increase in revenue for the three months ended March 31, 2025, compared to the same period of the previous fiscal year, was primarily due to the overall growth in the Company's business activities.

For the three months periods ended March 31, 2025 and 2024 operating expenses were $25,879 and $5,872, respectively. Operating expenses consist of mainly general and administrative expenses and professional fees. The increase in total operating expenses for the three months ended March 31, 2025, compared to the same period of the previous fiscal year, was primarily due to higher general and administrative expenses which increased due to audit fees and the Depository Trust Company (“DTC”) eligibility processing fees.

Our net loss for the three months periods ended March 31, 2025 and 2024 were $18,229 and $7,872, respectively. Net loss for the three months ended March 31, 2025, increased mainly due to an increase in general and administrative expenses.

Nine Months Periods Ended March 31, 2025 and 2024:

During the nine months periods ended March 31, 2025 and 2024 we have generated $17,550 and $17,600 in revenues, respectively. The cost of goods sold for the nine months periods ended March 31, 2025 and 2024 were $3,681 and $6,880. The revenue for the nine months ended March 31, 2025 is largely consistent with the revenue from the same period last year, showing minimal variation.

For the nine months periods ended March 31, 2025 and 2024 operating expenses were $41,693 and $20,009, respectively. Operating expenses consist of mainly general and administrative expenses and professional fees. The increase in total operating expenses for the nine months periods ended March 31, 2025, compared to the same period of the previous fiscal year, was primarily due to higher general and administrative expenses which increased due to audit fees and DTC eligibility processing fees.

Our net loss for the nine months periods ended March 31, 2025 and 2024 were $27,824 and $9,289, respectively. Net loss for the nine months periods ended March 31, 2025, increased primarily due to an increase in general and administrative expenses.

Liquidity and Capital Resources

As of March 31, 2025, our total assets were $51,234 consisting of cash of $3,796 and intangible assets of $47,438, while our current liabilities were $78,713 consisting of related party advances.

As of June 30, 2024, our total assets were $78,845 consisting of cash of $29,345 and intangible assets of $49,500, while our current liabilities were $78,500 consisting of related party advances.

Cash Flows from Operating Activities

For the nine months periods ended March 31, 2025, net cash flows used in operating activities was $(25,762) due to its net loss of $27,824 and amortization expense of $2,062.

For the nine months periods ended March 31, 2024, net cash flows used in operating activities was $(9,289) due to its amortization expense of $2,062 and decrease in deferred income of $7,920.

Cash Flows from Investing Activities

We have not generated cash flows from investing activities for the nine months periods ended March 31, 2025 and 2024.

Cash Flows from Financing Activities

For the nine months periods ended March 31, 2025, net cash flows provided by financing activities was $213 due to related party advances.

For the nine months periods ended March 31, 2024, net cash flows provided by financing activities was $36,022 due to net proceeds from the share issuance ($33,810) and related party advances ($2,212).

Off-Balance Sheet Arrangement

We have no off-balance 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 4. Controls and Procedures

~~Evaluation~~As of ~~Disclosure~~the ~~Controls~~end of the period covered by this report, the Company’s Chief Executive Officer and ~~Procedures~~Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2025 due to material weaknesses arising from limited segregation of duties, limited accounting personnel, and insufficient formal written policies and procedures consistent with a public reporting company.

WeThere ~~carried~~were ~~out~~no anchanges ~~evaluation~~in asthe ofCompany’s ~~March 31, 2025,~~internal ~~under~~control ~~the~~over ~~supervision and with the participation of our management, including our principal executive officer and principal~~ financial ~~officer,~~ ~~who~~reporting ~~are~~during ~~one and~~ the ~~same,~~quarter ofended ~~the~~September ~~effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation~~30, ~~our~~2025 ~~principal executive officer and principal financial officer concluded~~ that, asmaterially ~~of the end of the period covered in this report~~affected, ~~our~~or ~~disclosure~~are ~~controls~~reasonably ~~and~~likely ~~procedures were not effective~~ to ~~ensure that information required~~materially ~~to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded~~affect, ~~processed, summarized and reported within~~ the ~~required~~ ~~time~~Company’s ~~periods~~internal ~~and~~control isover ~~accumulated and communicated to our management, including our principal executive officer and principal~~ financial ~~officer,~~ ~~as appropriate to allow timely decisions regarding required disclosure~~reporting.

~~Changes in Internal Control over Financial Reporting~~14

There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~During~~The ~~the~~Company ~~period~~is ~~ending~~not ~~March~~presently ~~31,~~a ~~2025,~~party ~~there~~to any material ~~were~~legal noproceedings, ~~pending~~and orto ~~threatened~~the ~~legal~~best ~~actions~~of management’s knowledge, no such proceedings are threatened against usthe Company.

Item 1A. Risk Factors

~~Not~~As ~~applicable~~a smaller reporting company, the Company is not required to ~~smaller~~provide the information otherwise required by this Item. There have been no material changes from the risk factors previously ~~reporting~~disclosed ~~companies~~in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, except as updated by the going-concern, liquidity, and corporate-transition matters described in this report.

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

NoThe ~~Report~~Company ~~Required~~also evaluated rescission and cancellation actions relating to 9,790 shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board of Directors approved the rescission and cancellation on September 29, 2025, and the Company entered into executed Mutual Rescission Agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect 3,177,000 common shares outstanding as of September 30, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process, including transfer agent documentation requirements, had not yet been completed. See Notes 9 to the unaudited condensed financial statements.

Item 3. Defaults ~~upon~~Upon Senior Securities

~~No Report Required~~None.

Item 4. Mine Safety Disclosures

Not ~~Applicable~~applicable.

Item 5. Other Information

During ~~the~~our ~~three~~fiscal ~~months~~quarter ended ~~March 31~~September 30, 2025, ~~no director~~none of our directors or ~~officer~~officers ~~adopted~~informed us of the adoption or ~~terminated~~termination ~~any~~of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as ~~each~~those ~~term~~terms is are defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
Exhibit No.	Description
31.2		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
32.1	Certification of Principal Executive Officer 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.SCH		Inline XBRL Schema Document
101.INS	Interactive Data File - Instance Document.*
101.CAL		Inline XBRL Calculation Linkbase Document
101.SCH	Interactive Data File - Taxonomy Extension Schema Document.*
101.DEF		Inline XBRL Definition Linkbase Document
101.CAL	Interactive Data File - Taxonomy Extension Calculation Linkbase Document.*
101.LAB		Inline XBRL Labels Linkbase Document
101.DEF	Interactive Data File - Taxonomy Extension Definition Linkbase Document.*
101.PRE		Inline XBRL Presentation Linkbase Document
101.LAB	Interactive Data File - Taxonomy Extension Label Linkbase Document.*
104		The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL
101.PRE	Interactive Data File - Taxonomy Extension Presentation Linkbase Document.*

19* To be generated and filed by the EDGAR agent in connection with the final submission package.

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 April 17, 2025~~.

NEOLARA CORP. By: /s/ ~~Julio~~Cao ~~Antonio~~Wei ~~Quesada Murillo Name~~Date: ~~Julio~~April ~~Antonio Quesada Murillo Title: President~~6, ~~Officer~~2026 ~~and~~Cao ~~Sole~~Wei ~~Director,~~Chief ~~Secretary, Treasurer, Principal~~ Executive Officer, ~~Principal~~Chief Financial Officer and ~~Principal Accounting~~Secretary

2016

Filing Compare · Neolara Corp.