Neolara Corp 10-K for FY2025
Neolara Corp. (NELR)
About this 10-K
Neolara Corp filed this 10-K on September 18, 2025, covering the fiscal year ended June 30, 2025 (FY2025).
Headline figures
Fiscal year ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $29.15K
- up 36.9% from $21.3K a year earlier
- Net loss
- $23.69K
- compared with a net loss of $14.38K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
For the fiscal year ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| EIN | ||
|
(State or other jurisdiction of incorporation or Organization) |
(IRS Employer Identification Number) |
+1
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:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
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 ☐
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.
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).
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 | ☐ |
| ☒ | 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 ☐
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. $
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 18, 2025 |
| Common Stock: $0.0001 |
NEOLARA CORP.
TABLE OF CONTENTS
| i |
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.
| ii |
PART I
Item 1. 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 Chief Executive Officer (“CEO”) and 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 limited revenues and we have incurred losses since inception. As of June 30, 2025 our total assets were $67,469 and our total current liabilities were $90,812.
We are providing a useful and effective type of construction service. Neolara Corp. is a construction and architectural company that provide s 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.
We bought a company Futureproof Eco Solutions LLC because of its unique registration of the patent, the Company Purchase Agreement was 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%.
On 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.
Lorittini LLC is a private entity organized in the 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.
This agreement does not involve the purchase or transfer of any assets or intellectual property. Lorittini LLC does not hold any patents. Instead, the agreement represents a mutual commitment to share knowledge, resources, customer access, and market presence for the enhancement of both parties’ positions in the green construction industry.
| 1 |
Description of the patent:
The patent which we have purchased together with the Company Futureproof Eco Solutions LLC is about:
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.
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.
| 2 |
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. |
| 3 |
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 President, Director, Chief Executive Officer, Chief Financial Officer (“CFO"), Treasurer and Secretary.
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 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.
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.
Item 1A. Risk Factors.
Not applicable to smaller reporting companies.
Item 1B. Unresolved Staff Comments.
Not applicable to smaller reporting companies.
Item 1C. Cybersecurity.
Item 2. Properties.
We do not own any real estate or other properties.
Item 3. Legal Proceedings.
We 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.
Item 4. Mine Safety Disclosures.
Not applicable.
| 4 |
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
MARKET INFORMATION
There 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.
As of June 30, 2025, no shares of our common stock are traded.
HOLDERS
As of June 30, 2025, the Company had 3,177,000 shares of our common stock issued and outstanding held by a total of 51 shareholders of record.
DIVIDEND POLICY
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.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation or stock option plans.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has 75,000,000, $0.0001 par value shares of common stock authorized.
During the year ended June 30, 2022, the Company issued 2,000,000 shares of common stock to a president for cash proceeds of $200 at $0.0001 per share.
During the year ended June 30, 2023, the Company issued 50,000 shares of common stock for cash proceeds of $1,500 at $0.03 per share.
In July 2023, the Company issued 236,000 shares of common stock for cash proceeds of $7,080 at $0.03 per share.
In August 2023, the Company issued 281,000 shares of common stock for cash proceeds of $8,430 at $0.03 per share.
In October 2023, the Company issued 209,000 shares of common stock for cash proceeds of $6,270 at $0.03 per share.
| 5 |
In November 2023, the Company issued 46,000 shares of common stock for cash proceeds of $1,380 at $0.03 per share.
In December 2023, the Company issued 235,000 shares of common stock for cash proceeds of $7,050 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.
There were 3,177,000 shares of common stock issued and outstanding as of June 30, 2025 and 2024, respectively.
OTHER STOCKHOLDER MATTERS
None.
Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations for the years ended June 30, 2025 and 2024:
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.
Years Ended June 30, 2025 and 2024:
During the years ended June 30, 2025 and 2024 the Company has generated $29,150 and $21,300 in revenues, respectively. Total revenue increased $7,850, or 36.9%, to $29,150 for the fiscal year ended June 30, 2025 from $21,300 for the fiscal year ended June 30, 2024. The increase in revenue was due to the Company’s expanding operations and increased sales activities.
The cost of goods sold for the years ended June 30, 2025 and 2024 were $6,881 and $7,550.
For the years ended June 30, 2025 and 2024 operating expenses were $45,957 and $28,127, respectively. Operating expenses consist of mainly amortization expenses and general and administrative expenses. Operating expenses increased $17,830, or 63.4%, to $45,957 for the fiscal year ended June 30, 2025 from $28,127 for the fiscal year ended June 30, 2024. The increase in total operating expenses was primarily due to higher general and administrative expenses which increased due to Transfer Agent fees and Depository Trust Company (“DTC”) eligibility fees.
The net loss for the years ended June 30, 2025 and 2024 was $23,688 and $14,377, respectively. Net loss increased $9,311, or 64.8%, to $23,688 for the fiscal year ended June 30, 2025 from $14,377 for the fiscal year ended June 30, 2024. Net loss increased because the growth in operating expenses for the same period exceeded the growth in revenue.
| 6 |
Liquidity and Capital Resources
As of June 30, 2025, our total assets were $67,469 consisting of cash of $1,034; prepaid expenses of $19,685 and intangible assets of $46,750, while our current liabilities were $90,812 consisting of accounts payable of $99 and related party advances of $90,713.
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 years ended June 30, 2025 and 2024
For the year ended June 30, 2025, net cash flows used in operating activities was $(40,524) due to its net loss of $23,688, amortization expense of $2,750, increase in prepaid expenses of $19,685 and increase in accounts payable of $99.
For the year ended 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.
Cash Flows from Investing Activities
We have not generated cash flows from investing activities for the years ended June 30, 2025 and 2024.
Cash Flows from Financing Activities
For the year ended June 30, 2025, net cash flows provided by financing activities was $12,213 due to net proceeds from the related party loan.
For the year ended June 30, 2024, net cash flows provided by financing activities was $36,692 due to net proceeds from the share issuance $33,810 and related party loan $2,882.
Off-Balance Sheet Arrangements
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.
Critical Accounting Policies and Recent Accounting Pronouncements
The preparation 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. 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 of their financial condition and results of operations for the periods presented.
| 7 |
In 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.
The Company 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable to smaller reporting companies.
| 8 |
Item 8. Financial Statements and Supplementary Data.
NEOLARA CORP.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
| 9 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of Neolara Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Neolara Corp. (the Company) as of June 30, 2025, and 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).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and 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.
Going Concern Considerations
The accompanying 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, 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.
Basis for Opinion
These financial 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. 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 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.
Our 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.
/s/
September 18, 2025
We have served as the Company’s auditor since 2024.
PCAOB ID Number
| F-1 |
NEOLARA CORP.
BALANCE SHEETS
June 30, 2025 | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| Total Current Assets | ||||||||
| Intangible Assets, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Related Party Advances | ||||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ (DEFICIT) EQUITY: | ||||||||
| Common stock: $ par value, shares authorized, shares issued and outstanding | ||||||||
| Additional Paid-in Capital | ||||||||
| Accumulated (Deficit) Equity | ( | ) | ( | ) | ||||
| Total Stockholders’ (Deficit) Equity | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
NEOLARA CORP.
STATEMENTS OF OPERATIONS
For the year ended June 30, 2025 | For the year ended June 30, 2024 | |||||||
| REVENUE: | ||||||||
| Sales | $ | $ | ||||||
| Total Revenues | ||||||||
| Cost of Goods Sold | ||||||||
| Gross Profit | ||||||||
| EXPENSES: | ||||||||
| Amortization Expenses | ||||||||
| General and Administrative Expenses | ||||||||
| Total Expenses | ||||||||
| Loss Before Income Taxes | ( | ) | ( | ) | ||||
| Provision for Income Taxes | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share – basic | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of common shares outstanding – basic | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
NEOLARA CORP.
STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
For the years ended June 30, 2025 and 2024
| Additional | Total Stockholders’ | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | (Deficit) | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
NEOLARA CORP.
STATEMENTS OF CASH FLOWS
For the year ended June 30, 2025 | For the year ended June 30, 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||||
| Amortization Expenses | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid Expenses | ( | ) | ||||||
| Accounts Payable | ||||||||
| Deferred Income | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from Issuance of Common Stock | ||||||||
| Related Party Advances | ||||||||
| Net cash provided by financing activities | ||||||||
| OVERVIEW | ||||||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of the period | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
NEOLARA CORP.
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2025 and 2024
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
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.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The 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.
Going Concern
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 $
Management 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 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.
Use of Estimates
The 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.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
| F-6 |
Revenue Recognition
The Company recognizes revenue in accordance with 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:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company recognizes revenue when the services are completed and delivered in accordance with the terms of the contract.
The Company reports loss per share in accordance with ASC 260, “Earnings per Share”. Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. There were dilutive securities as of June 30, 2025 and 2024.
The following table shows the calculation of diluted shares:
Years ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Shares used in computation of basic earnings per share | ||||||||
| Total dilutive effect of outstanding stock awards | ||||||||
| Shares used in computation of diluted earnings per share | ||||||||
Intangible Assets
The Company 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.
Intangible assets with indefinite lives are tested for impairment at least annually and when 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.
| F-7 |
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or 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 is more likely than not that some portion or all of the deferred tax assets will not be realized.
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 benefits recognized in the financial statements from such a 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.
Recent Accounting Pronouncements
In 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.
The Company 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.
NOTE 3 – STOCKHOLDERS’ DEFICIT
The Company has , $ par value shares of common stock authorized.
On June 10, 2022, the Company issued
shares of common stock to our president for cash proceeds of $
During the year ended June 30, 2023, the Company
issued shares of common stock for cash proceeds of $
In July 2023, the Company issued shares
of common stock for cash proceeds of $
| F-8 |
In August 2023, the Company issued shares
of common stock for cash proceeds of $
In October 2023, the Company issued shares
of common stock for cash proceeds of $
In November 2023, the Company issued shares
of common stock for cash proceeds of $
In December 2023, the Company issued shares
of common stock for cash proceeds of $
In January 2024, the Company issued shares
of common stock for cash proceeds of $
There were shares of common stock issued and outstanding as of June 30, 2025 and 2024, respectively.
NOTE 4 – INTANGIBLE ASSETS
The Company's intangible assets consist of cost of business acquisition, including business assets, patent, trade names and leasehold rights.
The Company purchased the entity Futureproof Eco
Solutions LLC because of its unique registration of the patent. 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 purchase price of $
The Company had the following intangible assets as of June 30, 2025 and 2024 were as follows:
| Schedule of intangible assets | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Cost | $ | $ | ||||||
| Accumulated amortization | ||||||||
| Total | $ | $ | ||||||
NOTE 5 – RELATED PARTY TRANSACTIONS
As of June 30, 2025 and 2024, the Company’s
president has loaned to the Company $
During the years ended June 30, 2025 and 2024,
the president provided services to the Company, totaling $
NOTE 6 – INCOME TAXES
The components of the Company’s provision for Federal income tax for the years ended June 30, 2025 and 2024 consists of the following:
| Schedule of provision for income taxes | ||||||||
Year ended June 30, 2025 | Year ended June 30, 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
| F-9 |
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
| Schedule of deferred tax assets | ||||||||
Year ended June 30, 2025 | Year ended June 30, 2024 | |||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Due to the change in ownership provisions of the
Tax Reform Act of 1986, net operating loss carry forwards of approximately $
NOTE 7 - MAJOR CUSTOMERS AND CREDIT RISK
For the year ended June 30, 2025, the Company derived
The 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.
NOTE 8 – SUBSEQUENT EVENTS
In accordance with ASC 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.
| F-10 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
The Company is responsible for establishing and maintaining a system of disclosure controls 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, processed, summarized and reported, 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 appropriate to allow timely decisions regarding required disclosure.
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.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as 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 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 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 Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2025, using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2025, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 1. | We do not have an Audit Committee – 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 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. |
| 10 |
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.
As 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.
Changes in Internal Controls over Financial Reporting
There has been no 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.
Item 9B. Other Information.
During the year ended
June 30, 2025,
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
| 11 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers’ and directors’ and their respective ages are as follows:
| 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 |
Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR
Julio Antonio Quesada Murillo, Age 36
Mr. Julio Antonio Quesada Murillo has served as the Company’s President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary since its incorporation on June 09, 2022.
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.
Mr. 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.
Luis Diego Chavarria Arce, Age 41
Mr. Luis Diego Chavarria Arce is an experienced and results-oriented professional with a strong track record in leading and supervising startup projects across multiple sectors. With a natural aptitude for innovation and business development, he has helped launch and scale numerous ventures by providing clear strategic direction and operational leadership.
Mr. Chavarria Arce holds a high school education and has leveraged his real-world experience and entrepreneurial instincts to build a career focused on growth, adaptability, and team empowerment. He is recognized for his hands-on leadership style, ability to navigate complex challenges, and commitment to fostering collaborative, high-performance work environments. His strategic perspective brings valuable diversity and agility to the board.
| 12 |
Carlos Alvarez Rojas, Age 51
Mr. Carlos Alvarez Rojas brings over three decades of practical experience in the construction industry. As 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.
Despite holding a high school education, Mr. Alvarez Rojas has built an impressive career through dedication, hands-on learning, and an entrepreneurial spirit. He is widely respected in the industry for his deep technical knowledge, leadership capabilities, and ability to cultivate strong partnerships with stakeholders across the public and private sectors. His insight and experience are key drivers of the company’s continued success and strategic direction.
DIRECTOR INDEPENDENCE
Our 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.
In addition, our board of directors has not made a subjective determination as to our directors that no relationships exist which, in the opinion of our board of directors, would 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.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, significant employee, or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.
Item 11. Executive Compensation.
EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE
The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years June 30, 2025 and 2024:
| 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 | ||||||||||||||||||||||||||||||||||||
Our officers and directors have not received monetary compensation since our inception to the date of this Form 10-K.
| 13 |
EMPLOYMENT AGREEMENTS
Currently we don’t have any employment agreements.
DIRECTOR COMPENSATION
The following table sets forth directors’ compensation as of June 30, 2025 and 2024:
| 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 | ||||||||||||||||||||||||||||||||
We have not compensated our directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will be compensated in the future for any services provided as a director.
Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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.
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.
The percentages below are calculated based on 3,177,000 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our common stock.
| 14 |
| 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% |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
As of June 10, 2022 we have issued 2,000,000 shares of company common stock valued at 0.0001 per share to Julio Antonio Quesada Murillo in the capacity of President 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, 2025, our President has loaned to the Company $90,713. The loan does not have any term, carries no interest and is not secured.
Item 14. Principal Accountant Fees and Services.
The 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:
| Fees | 2025 | 2024 | ||||||
| Audit Fees | $ | 15,875 | $ | 18,500 | ||||
| Audit Related Fees | – | – | ||||||
| Tax Fees | – | – | ||||||
| Other Fees | – | – | ||||||
| Total Fees | $ | 15,875 | $ | 18,500 | ||||
| 15 |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
| Number | Description | |
| 19 | Policy Regarding | |
| 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 16. Form 10–K Summary.
Not applicable.
| 16 |
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 18, 2025.
| 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 | |
In 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.
| 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 |
| 17 |
Exhibit 19
NEOLARA CORP.
POLICY REGARDING INSIDER TRADING
Neolara Corp. (the “Company”) is a public company whose common stock is quoted on the OTCQB Market and is registered under the Securities Exchange Act of 1934, as amended. As a public company, the Company files periodic reports and proxy statements with the Securities and Exchange Commission (the “SEC”). Investment by directors, officers and employees in the Company stock is generally desirable and encouraged. However, such investments should be made with caution and with recognition of the legal prohibitions against the use of confidential information by “insiders” for their own profit.
As a director, officer or employee of a public company, you have the responsibility not to participate in the market for the Company stock while in possession of material inside information about the Company. There are harsh civil and criminal penalties if you wrongly obtain or use such material, inside information when you are deciding whether to buy or sell securities, or if you give that information to another person who uses it in buying or selling securities. If you buy or sell securities while in possession of material, inside information, you will not only have to pay back any profit you made (or loss you avoided), but you could be found guilty of criminal charges, and face substantial fines or even time in prison. Additionally, the Company could be held liable for your violations of insider trading laws.
To avoid these harsh consequences, the Company has developed the following guidelines to briefly explain the insider trading laws and set forth procedures and limitations on trading by directors, officers and employees. However, these guidelines do not address all possible situations that you may face. In addition, you need to review and understand the Company’s Policy on Fair Disclosure to Investors that describes your obligations regarding the selective disclosure of confidential information to ensure compliance with SEC Regulation FD, which requires “fair disclosure” of material, non-public information.
Insider Trading Concepts
What is “Inside” Information?
Inside information includes any non-public information of which you become aware because of your “special relationship” with the Company as a director, officer or employee and which has not been disclosed to the public (i.e., is non-public). The information may be about the Company, Neolara Corp. and or any other subsidiaries or affiliates. It may also include information you learn about another company (for example, companies that are current or prospective customers or suppliers to the Company or the Association or those with which the Company or the Association may be in negotiations regarding a potential transaction).
What is Material Information?
Information is material if a reasonable investor would think that it is important in deciding whether to buy, sell or hold stock, or if it could affect the market price of the stock. Either good or bad information may be material. If you are unsure whether the information is material, assume it is material.
Examples of material information typically include, but are not limited to:
| · | Financial or accounting problems; | |
| · | Estimates of future earnings or losses; | |
| · | Significant non-recurring gains or losses; | |
| · | Events that could result in restating financial information; | |
| · | A proposed acquisition, sale or merger; | |
| · | Changes in directors or in key management personnel; | |
| · | Beginning or settling a major lawsuit; | |
| · | Changes in dividend policies; | |
| · | Declaring a stock split; | |
| · | A stock repurchase program; or | |
| · | A stock or bond offering. |
| 1 |
What is Non-Public Information?
Non-public information is information that has not yet been made public by the Company. Information only becomes public when the Company makes an official announcement (in a publicly accessible conference call, in a press release or in SEC filings, for example) and the investing public has had an opportunity to assimilate it.
Trading Guidelines
| A. | Rules Applicable to All Directors, Officers and Employees. |
No director, officer or employee may trade any security, whether issued by the Company or by any other company, while in possession of “material inside information” about the issuer. Further, no director, officer or employee may disclose “material inside information” to any other person (including immediate family members, friends or stockbrokers) so that such other person may trade in the stock. It is usually safe to buy or sell stock after the information is officially announced, as long as you do not know of other material information that has not yet been announced. Even after the information is announced, you should generally wait one full trading day before buying or selling securities to allow the market to absorb the information.
This means the following with respect to any Association or Company employee benefit plans:
| · | 401(k) Plan. If the Association’s 401(k) plan permits participants to invest in Company common stock, an officer or employee having material inside information regarding the Company may not (i) initiate a transfer of funds into or out of the Company stock held within the 401(k) plan, or (ii) increase an existing election to invest funds in the Company’s stock. However, ongoing purchases of the Company’s stock through the plan pursuant to a prior election are not prohibited. | |
| · | Other Company Stock Purchase Plans. A director, officer or employee having material inside information regarding the Company may not sign up for, or increase participation in, any employee stock purchase plan or dividend reinvestment plan. However, ongoing purchases through those plans pursuant to a prior election are not prohibited. | |
| · | Stock Options. A director, officer or employee may exercise a stock option at any time, but any stock acquired upon such exercise may not be sold (whether by means of a cashless exercise or otherwise) if the employee has material inside information regarding the Company. At any time, however, an employee may deliver Company stock already owned to pay the option exercise price and taxes. |
This means the following with respect to hedging and other derivative transactions with respect to the Company’s securities:
| · | Hedging and Other Derivative Transactions. Pursuant to the Company’s Anti-Hedging Policy, no director, officer or employee of the Company or any of its subsidiaries (including Neolara Corp. or any of his or her designees or related persons, may at any time purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s stock or other equity securities. |
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| B. | Additional Guidelines Applicable to All Officers with the Title of Senior Vice President or Higher, All Directors, and All Persons in the Accounting Department (the “Restricted Group”). |
| 1. |
Blackout Periods
Quarterly Blackout Periods. No person in the Restricted Group may trade in Company securities during a blackout period that begins on the 20th calendar day of the last month of each calendar quarter (i.e., on March 20, June 20, September 20 and December 20) and ends at the end of the first full trading day after the public release of the Company’s earnings for such quarter. The blackout period applies to (i) open market purchases or sales, (ii) a sale of securities following exercise of a stock option (including a sale by way of a cashless exercise), (iii) signing up for, or increasing participation in, any employee stock purchase plan or dividend reinvestment plan, and (iv) initiating a transfer of funds into or out of the Company stock fund of a 401(k) plan or increasing an existing election to invest funds in any Company stock fund. However, ongoing purchases through the 401(k) plan or other Company-sponsored or Association-sponsored plan pursuant to a prior election are permitted at any time (i.e., they are not subject to the blackout period).
Temporary Blackout Periods. The Company may also institute temporary blackout periods in the event of a material corporate development. Notice of temporary blackout periods will be distributed by means of a written or electronic communication specifying the duration of the blackout period and the persons subject to it.
Written Plan Exception. The limitations of the blackout periods shall not apply to trading in Company securities pursuant to a “written plan for trading securities” provided that such plan was entered into before the start of the applicable blackout period, meets the requirements of SEC Rule 10b5-1 and is approved in advance by the Company’s Board of Directors. See also Sections C.4 and C.5 below. | |
| 2. | Selling Short. No person in the Restricted Group may at any time sell short Company stock or otherwise sell any equity securities of the Company that they do not own. Generally, a short sale means any transaction whereby one may benefit from a decline in the Company’s stock price. | |
| 3. | Options. No person in the Restricted Group may at any time buy or sell options on Company securities (so called “puts” and “calls”) except according to a program approved by the Company’s Board of Directors or a trade cleared by the President and Chief Executive Officer. This restriction does not apply to the exercise of employee or director stock options, which is treated under Section A above. | |
| 4. |
Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities held in an account which may be borrowed against or are otherwise pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in Company securities and, as a result, the pledgor may be subject to liability under insider trading laws.
Therefore, you may not purchase Company securities on margin, or borrow against any account in which Company securities are held, or pledge Company securities as collateral for a loan.
An exception to this prohibition may be granted where a person wishes to pledge Company securities as collateral for a loan from a third party (not including margin debt from a securities broker) and clearly demonstrates the financial capacity to repay the loan without resort to the sale of pledged securities. Any person who wishes to pledge Company securities as collateral for a loan from a third party must submit a request for approval to the Company’s Board of Directors at least two weeks before the execution of the documents evidencing the proposed pledge. |
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| C. | Additional Rules |
| 1. | Pre-Clearance and Reporting. Any trade of the Company’s securities by a director or executive officer, or a family member sharing the same household or a corporation or trust they control, must be pre-cleared with the Filing Coordinator identified in the Company’s Section 16 Compliance Program and must be reported promptly to the Filing Coordinator once made. If, upon requesting clearance, you are advised that Company stock may not be traded, you may not engage in any trade of any type under any circumstances, nor may you inform anyone of the restriction. You may re-apply for pre-clearance at a later date when trading restrictions may no longer be applicable. It is critical that you obtain pre-clearance of any trading to prevent both inadvertent short-swing profit or insider trading violations and to avoid even the appearance of an improper transaction (which could result, for example, when an officer engages in a trade while unaware of a pending major corporate development). | |
| 2. | Options and Other Stock Plans. The sale of stock acquired upon an exercise of stock options and the transfer of funds into and out of the Company’s stock plans are subject to special rules. The Filing Coordinator should be contacted before any such transaction is conducted. | |
| 3. | Pension Fund Blackouts. The federal securities laws also require the Company to prohibit all purchases, sales or transfers of the Company’s securities by directors and executive officers during a pension fund blackout period. A pension fund blackout period exists whenever 50% or more of the plan participants are unable to conduct transactions in their accounts for more than three consecutive days. These blackout periods typically occur when there is a change in the retirement plan’s trustee, record keeper or investment manager. Directors and executive officers will be contacted when these or other restricted trading periods are instituted. | |
| 4. | Pre-Clearance for Rule 10b5-1 Plans. Directors and executive officers may not implement a trading plan under SEC Rule 10b5-1 at any time without prior clearance. Directors and executive officers may only enter into a trading plan when they are not in possession of material inside information. In addition, directors and executive officers may not enter into a trading plan during a quarterly blackout period, a temporary blackout period or a pension fund blackout period. Once a trading plan is pre-cleared, trades made pursuant to the plan will not require additional pre-clearance, but only if the plan specifies the dates, prices and amounts of the contemplated trades or establishes a formula for determining dates, prices and amounts. Transactions made under a trading plan must be promptly reported to the Filing Coordinator who will prepare the necessary Form 4. | |
| 5. | Cooling-off Periods for Rule 10b5-1 Plans. Transactions under a Rule 10b5-1 trading plan may only begin after a “cooling-off” period: |
| · | For directors and executive officers, the cooling-off period is the later of (i) 90 days after the adoption of the trading plan or (ii) two business days following the disclosure of the Company’s financial results for the fiscal quarter in which the trading plan was adopted, whether disclosed in a Form 10-Q or Form 10-K, as applicable. | |
| · | For persons who are not directors or executive officers, the cooling-off period is 30 days after adoption of the trading plan. |
| D. | Additional Rules Applicable to Mergers/Acquisitions. |
Whenever the Company is actively considering a particular company for merger, acquisition or for another significant business relationship (such as a joint venture) or whenever the Company is engaged in active discussion regarding the sale of control of the Company, all of the Company’s personnel involved in, or aware of, due diligence or other planning for or attention to the acquisition or business relationship should not trade in any of the Company’s securities and any securities of the other company without first contacting the Filing Coordinator, who may consult with outside counsel.
| 4 |
Note: This policy applies to personal securities transactions by the directors, officers and employees identified above, and also applies to:
| (a) | Transactions for accounts in which the director, officer or employee has an interest or an ability to influence transactions; and |
| (b) | Transactions by the director’s, officer’s or employee’s spouse or any other member of their household unless (i) the household member’s investment decisions are made independently of the director, officer or employee and (ii) the household member has not received inside information about the issuer of the security. |
| E. | Stock Repurchases by the Company. |
Although this policy does not restrict the Company from repurchasing its common stock, the Board of Directors has delegated to the Chief Executive Officer, or his designee(s), the authority and discretion to authorize the Company to purchase Company common stock pursuant to a Board-approved and currently effective stock repurchase program, including during a restricted trading period under this policy, provided that the President and Chief Executive Officer determines that the Company is not in possession of non-public material information that prohibits such purchases.
Confidentiality
Serious problems could develop for the Company by unauthorized disclosure of inside information about the Company, whether or not for the purpose of facilitating improper trading of the Company’s stock.
| A. | Confidentiality of Non-Public Information. |
Directors, officers and employees should not discuss internal matters or developments with anyone outside of the Company (including family members, securities analysts, individual investors, members of the investment community and news media), except as required in the performance of regular corporate duties. In addition, directors, officers and employees of the Company with knowledge of material, non-public information should only disclose such information to other Company personnel on a “need-to-know” basis so that the group of individuals with knowledge of material, non-public information is kept as small as possible.
All inquiries about the Company made by the financial press, investment analysts or others in the financial community, or by shareholders must be handled in accordance with the Company’s Policy on Fair Disclosure to Investors. If you have any doubt as to your responsibilities under this policy, you should seek clarification from the Disclosure Policy Compliance Officer before acting.
| B. | Prohibition Against Internet Disclosure |
It is inappropriate for any unauthorized person to disclose Company information or to discuss the Company on the Internet, including in any forum or chat room where companies and their prospects are discussed. The posts in these forums are, in some cases, made by investors who are poorly informed, who have malicious intent or who intend to benefit their own stock positions. To avoid the disclosure of material, inside information, no director, officer or employee may discuss the Company or Company-related information in an Internet forum or chat room, regardless of the situation.
If you have any questions regarding this Policy, contact the Company’s Disclosure Policy Compliance Officer.
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Exhibit 31.1
CERTIFICATION PURSUANT TO
18 USC, ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Julio Antonio Quesada Murillo, certify that:
| 1. | I have reviewed this report on Form 10-K of Neolara Corp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: September 18, 2025
| /s/ Julio Antonio Quesada Murillo | |
| Julio Antonio Quesada Murillo | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
18 USC, ss 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
I, Julio Antonio Quesada Murillo, certify that:
| 1. | I have reviewed this report on Form 10-K of Neolara Corp; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting. |
Date: September 18, 2025
| /s/ Julio Antonio Quesada Murillo | |
| Julio Antonio Quesada Murillo | |
| Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Neolara Corp (the “Company”) on Form 10-K for the year ended June 30, 2025, as filed with the Securities and Exchange Commission (the “Report”), the undersigned principal executive and principal financial officer of the Company, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 18, 2025 | |||
| /s/ Julio Antonio Quesada Murillo | |||
| Julio Antonio Quesada Murillo | |||
| Principal Executive Officer, Principal Financial and Accounting Officer | |||