Neolara Corp 10-Q for FY2025 Q3
Neolara Corp. (NELR)
About this 10-Q
Neolara Corp filed this 10-Q on April 17, 2025, covering the quarter ended March 31, 2025 (FY2025 Q3).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $9750
- compared with $0 a year earlier
- Net loss
- $18.23K
- compared with a net loss of $7872 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
| 1520 | EIN | |||
| (State or other jurisdiction of incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(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 | ||
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 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 ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:
| Class | Outstanding as of April 17, 2025 |
| Common Stock: $0.0001 |
NEOLARA CORP.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying interim financial statements of Neolara Corp. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
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NEOLARA CORP.
BALANCE SHEETS
March 31, 2025 (Unaudited) | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Intangible Assets, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Related Party Advances | $ | $ | ||||||
| Total Liabilities | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Common stock: $ par value, shares authorized, shares issued and outstanding | ||||||||
| Additional Paid-in Capital | ||||||||
| Accumulated Equity (Deficit) | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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NEOLARA CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
For the three months ended March 31, 2025 | For the three months ended March 31, 2024 | For the nine months ended March 31, 2025 | For the nine months ended March 31, 2024 | |||||||||||||
| REVENUE: | ||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| 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 unaudited condensed financial statements.
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NEOLARA CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the three and nine months ended March 31, 2025 and 2024
(Unaudited)
| Additional | Total Stockholders' | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance as of June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Net loss | – | |||||||||||||||||||
| Balance as of September 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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NEOLARA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
For the nine months ended March 31, 2025 | For the nine months ended March 31, 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Amortization Expenses | ||||||||
| 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 (decrease) increase 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 unaudited condensed financial statements.
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NEOLARA CORP.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Neolara Corp. (the “Company”) was incorporated in June 2022 under the laws of the State of Wyoming. We are providing a useful and effective type of construction service. Neolara Corp. is a construction and architectural company that provides services including General Contractor, Design & Consultant, Design & Build, Construction Project Management and Turnkey Construction of various types of buildings (private houses, high-rise buildings, shopping centers, non-residential premises etc.). Our company mainly engages in supplying coconut fiber concrete, and engineering services. We are offering our construction services to the clients in Costa Rica and in the future we are going to spread our services to other countries.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K, on September 27, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2024 as reported in Form 10-K, have been omitted.
The Company has adjusted certain previously reported
amounts in its balance sheets as of and for the year ended June 30, 2023 and the income statement for the nine months period ended March
31, 2024, to reflect the recording of the deferred cost, netting the corresponding deferred revenue and the subsequent recognition in
the income statements for an amount of $
Going Concern
The accompanying unaudited condensed 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 March 31, 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 is a substantial doubt that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
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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.
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 no dilutive securities as of March 31, 2025 and 2024.
The following table shows the calculation of diluted shares:
| Schedule of diluted shares | ||||||||||||||||
Three months ended March 31, | Nine months ended March 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Shares used in computation of basic earnings per share | ||||||||||||||||
| Total dilutive effect of outstanding stock awards | ||||||||||||||||
| Shares used in computation of diluted earnings per share | ||||||||||||||||
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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.
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” which expanded annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The amendments do not change how segments are determined or aggregated, or how thresholds are applied to determine reportable segments.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.
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 a director for cash proceeds of $
During the year ended June 30, 2023, the Company
issued shares of common stock for cash proceeds of $
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In July 2023, the Company issued shares
of common stock for cash proceeds of $
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 March 31, 2025 and June 30, 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 March 31, 2025 and June 30, 2024:
| Schedule of intangible assets | ||||||||
| March 31, 2025 | June 30, 2024 | |||||||
| Cost | $ | $ | ||||||
| Accumulated amortization | ||||||||
| Total | $ | $ | ||||||
NOTE 5 – RELATED PARTY TRANSACTIONS
As of March 31, 2025 and June 30, 2024, the Company’s
president has loaned to the Company $
During the nine months ended March 31, 2025 and
2024, the president provided services to the Company, totaling $
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NOTE 6 – INCOME TAXES
The components of the Company’s provision for Federal income tax for the nine months ended March 31, 2025 and the year ended June 30, 2024 consists of the following:
| Schedule of provision for income taxes | ||||||||
Nine months ended March 31, 2025 | Year ended June 30, 2024 | |||||||
| Federal income tax benefit attributable to: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net provision for Federal income taxes | $ | $ | ||||||
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 | ||||||||
Nine months ended March 31, 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 – SUBSEQUENT EVENTS
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 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.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
Description of Business
Neolara Corp. is a development company on start-up stage, formed to commence operations concerned with turnkey construction of buildings and building materials. We were incorporated under the laws of the state of Wyoming on June 09, 2022. From our formation we were engaged in the business of namely the development, marketing and business process analysis, problem solving and general business services by our CEO, sole Officer and Director 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 no revenues or significant assets and we have incurred losses since inception. As of March 31, 2025 our total assets were $51,234 and our total current liabilities were $78,713.
We are providing a useful and effective type of construction service. Neolara Corp. is a construction and architectural company that provides services including General Contractor, Design & Consultant, Design & Build, Construction Project Management and Turnkey Construction of various types of buildings (private houses, high-rise buildings, shopping centers, non-residential premises etc.). Our company mainly engages in supplying coconut fiber concrete and engineering services. We are offering our construction services to the clients in Costa Rica and in the future we are going to spread our services to other countries.
We purchased the entity Futureproof Eco Solutions LLC because of its unique registration of the patent, the Company Purchase Agreement is 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%.
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.
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Coconut fibers mitigate crack development in concrete structures that are near water or in places where structures are prone to other environmental stresses, such as earthquakes.
Since coconut fiber is not as dense as concrete, it reduces the overall weight of a structure, making it ideal for producing a lightweight form of concrete. Coir also has low thermal conductivity, which allows for natural cooling. Сoconut fiber has great potential as a replacement for steel as a material for reinforcing concrete. It is also beneficial because it is strong, cheap to make, and naturally cooling.
Coir fiber-reinforced concrete has many advantages. Since coir fiber is a byproduct of coconut processing, it is a readily available substance, and utilizing coir in buildings has positive cost-benefit implications.
Coir, as a natural reinforcement material, can be collected cheaply and efficiently using local labor and technology. With the quest to find affordable housing options for rural and urban populations around the world still unfinished, developers must start looking at new building methods and incorporating alternative, innovative measures. Research into coconut fiber suggests that it has significant potential as a durable, low-cost building material.
Our business intends to provide clients with a convenient and effective construction consulting services via multiple communication channels: phone calls, chat and messenger. Our Neolara website enables consumers to find the best construction workers for their needs and get real-time professional consultation from highly experienced builders.
We are offering such services to our clients:
| · | turnkey construction |
Turnkey construction is a building solution that drastically simplifies things for the owner of the future project. With this type of project, the contractor is given the responsibility for design and construction work. The owner needs only wait for the contractor get the job done, and then when the project is finished, he or she is able to “turn the key” and start using the new building or facility.
We plan to build not only residential but also commercial real estate:
| · | Private houses, high-rise buildings, flats, apartments, farm houses - these are the largely sold residential properties. Built amidst the excellent infrastructure and equipped with all modern facilities, each of these properties has its own charm; | |
| · | Commercial complexes, warehouses and offices. These properties we plan to construct with modern amenities and spacious interiors to accommodate all goods and office equipment efficiently; | |
| · | Retail shopping malls and community centers. We will construct shopping malls and community centers keeping in mind the shopping needs of the consumers these days; | |
| · | Staff quarters and hostels; | |
| · | Restaurants, hotels, food courts, banquet halls and auditoriums; | |
| · | Buildings for hospitals and nursing homes. |
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Competition
The market of construction and building materials is highly competitive. Our competitors are substantially larger and more experienced than us and have longer operating histories and have materially greater financial and other resources than us.
Marketing
We intend to conduct marketing activities in such ways:
| · | to embrace social media (Facebook, Twitter, Instagram, LinkedIn). These platforms can help us to build a great referral community to “pass on” our name and advertise our services by word of mouth via the Internet. | |
| · | to create a newsletter. We will use a newsletter to highlight projects we are working on or have completed. Newsletters will be the perfect tool for establishing and maintaining a relationship with our customers. | |
| · | to make an impact with video. Creating just one video can provide us with a marketing tool that can be on our website, in our social media posts and emailed out in our newsletter. | |
| · | to build a partnership. No building is made up of only one material. Partnerships are essential in the construction business. And, they can be terrific lead builders. We have to work with trusted vendors to build a partnership list. LinkedIn is one of the best platforms for sourcing potential partners. | |
| · | to use PPC (pay per click) to bring in qualified leads. PPC, also known as paid advertising, is a highly effective way to get us in front of the right audience and garner more qualified leads. | |
| · | to establish a great website (we are planning to add "Construction Calculator" service to our website). | |
| · | to place outdoor display advertisements in public transportation terminals, in residential complexes in selected cities, in shopping centers, in construction stores and to rent billboards in Costa Rica. | |
| · | intend to cooperate with media platforms and place banner advertisements or advertorials on construction-focused platforms. |
Bankruptcy or Similar Proceedings
We have never been subject to bankruptcy, receivership or any similar proceeding.
Employees; Identification of certain significant employees
We have no employees other than our sole officer and director, Julio Antonio Quesada Murillo.
Insurance
We do not maintain any insurance and do not intend to maintain insurance in the future.
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Facilities and Executive Offices
Our corporate headquarters is located at Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica and our phone number is +1 307 269 0177. Further, this space has been provided by our sole executive Mr. Julio Antonio Quesada Murillo free of cost. We consider our current principal office space arrangement adequate and will reassess our needs based upon the future growth of the company.
Government and industry regulation
We are subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to our services in Costa Rica and any other jurisdiction where we might conduct activities. We believe that government regulation has no material impact on the way we conduct our business.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Three Months Periods Ended March 31, 2025 and 2024:
During the three months periods ended March 31, 2025 and 2024 we have generated $9,750 and $0 in revenues, respectively. The cost of goods sold for the three months ended March 31, 2025 and 2024 were $2,100 and $2,000. The increase in revenue for the three months ended March 31, 2025, compared to the same period of the previous fiscal year, was primarily due to the overall growth in the Company's business activities.
For the three months periods ended March 31, 2025 and 2024 operating expenses were $25,879 and $5,872, respectively. Operating expenses consist of mainly general and administrative expenses and professional fees. The increase in total operating expenses for the three months ended March 31, 2025, compared to the same period of the previous fiscal year, was primarily due to higher general and administrative expenses which increased due to audit fees and the Depository Trust Company (“DTC”) eligibility processing fees.
Our net loss for the three months periods ended March 31, 2025 and 2024 were $18,229 and $7,872, respectively. Net loss for the three months ended March 31, 2025, increased mainly due to an increase in general and administrative expenses.
Nine Months Periods Ended March 31, 2025 and 2024:
During the nine months periods ended March 31, 2025 and 2024 we have generated $17,550 and $17,600 in revenues, respectively. The cost of goods sold for the nine months periods ended March 31, 2025 and 2024 were $3,681 and $6,880. The revenue for the nine months ended March 31, 2025 is largely consistent with the revenue from the same period last year, showing minimal variation.
For the nine months periods ended March 31, 2025 and 2024 operating expenses were $41,693 and $20,009, respectively. Operating expenses consist of mainly general and administrative expenses and professional fees. The increase in total operating expenses for the nine months periods ended March 31, 2025, compared to the same period of the previous fiscal year, was primarily due to higher general and administrative expenses which increased due to audit fees and DTC eligibility processing fees.
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Our net loss for the nine months periods ended March 31, 2025 and 2024 were $27,824 and $9,289, respectively. Net loss for the nine months periods ended March 31, 2025, increased primarily due to an increase in general and administrative expenses.
Liquidity and Capital Resources
As of March 31, 2025, our total assets were $51,234 consisting of cash of $3,796 and intangible assets of $47,438, while our current liabilities were $78,713 consisting of related party advances.
As of June 30, 2024, our total assets were $78,845 consisting of cash of $29,345 and intangible assets of $49,500, while our current liabilities were $78,500 consisting of related party advances.
Cash Flows from Operating Activities
For the nine months periods ended March 31, 2025, net cash flows used in operating activities was $(25,762) due to its net loss of $27,824 and amortization expense of $2,062.
For the nine months periods ended March 31, 2024, net cash flows used in operating activities was $(9,289) due to its amortization expense of $2,062 and decrease in deferred income of $7,920.
Cash Flows from Investing Activities
We have not generated cash flows from investing activities for the nine months periods ended March 31, 2025 and 2024.
Cash Flows from Financing Activities
For the nine months periods ended March 31, 2025, net cash flows provided by financing activities was $213 due to related party advances.
For the nine months periods ended March 31, 2024, net cash flows provided by financing activities was $36,022 due to net proceeds from the share issuance ($33,810) and related party advances ($2,212).
Off-Balance Sheet Arrangement
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation as of March 31, 2025, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, who are one and the same, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(f) and 15d–15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
During the period ending March 31, 2025, there were no pending or threatened legal actions against us.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No Report Required.
Item 3. Defaults upon Senior Securities
No Report Required.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During the three months ended March 31, 2025, no
director or officer
Item 6. Exhibits
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 31.2 | Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Schema Document | |
| 101.CAL | Inline XBRL Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Definition Linkbase Document | |
| 101.LAB | Inline XBRL Labels Linkbase Document | |
| 101.PRE | Inline XBRL Presentation Linkbase Document | |
| 104 | The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL |
| 19 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 17, 2025.
| NEOLARA CORP. | ||
| By: | /s/ Julio Antonio Quesada Murillo | |
| Name: | Julio Antonio Quesada Murillo | |
| Title: | President, Officer and Sole Director, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Principal Accounting | |
| 20 |
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-Q 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: April 17, 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-Q 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: April 17, 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 quarterly report of Neolara Corp (the “Company”) on Form 10-Q for the quarter ended March 31, 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: April 17, 2025 | |||
| /s/ Julio Antonio Quesada Murillo | |||
| Julio Antonio Quesada Murillo | |||
| Principal Executive Officer, Principal Financial and Accounting Officer | |||