NELR 10-Q
Neolara Corp. (NELR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ______ to ______
Commission File No.
(Exact name of registrant as specified in its charter)
| 1520 | ||||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
+
(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 check mark 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 is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Indicate by check mark 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 29, 2026 | |
| Common Stock, $0.0001 par value |
NEOLARA CORP.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
The accompanying interim financial statements of Neolara Corp. (the “Company,” “we,” “us” or “our”) have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations.
The interim financial statements should be read in conjunction with the Company’s latest annual financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.
In the opinion of management, the accompanying unaudited interim financial statements contain all adjustments, consisting only of normal recurring adjustments, considered necessary to present fairly the Company’s financial position, results of operations, stockholders’ equity, and cash flows for the interim periods presented.
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NEOLARA CORP.
BALANCE SHEETS
(Unaudited)
December 31, 2025 | June 30, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Intangible assets, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Related party advances | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common stock, $ par value, shares authorized, shares reflected as issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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NEOLARA CORP.
STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended December 31, 2025 | Three months ended December 31, 2024 | Six months ended December 31, 2025 | Six months ended December 31, 2024 | |||||||||||||
| REVENUE | ||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Total revenue | ||||||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Write-off of prepaid advisory fees | ||||||||||||||||
| Amortization expense | ||||||||||||||||
| Impairment of intangible assets | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share – basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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NEOLARA CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the six months ended December 31, 2025 and 2024
(Unaudited)
| Description | Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | |||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Related party advances forgiven and contributed to capital | – | |||||||||||||||||||
| Cash capital contribution | – | |||||||||||||||||||
| Issuance of common stock | 9,790 | ( | ) | |||||||||||||||||
| Rescission & cancellation of common stock | (9,790 | ) | ( | ) | ||||||||||||||||
| Net loss | – | – | – | (73,621 | ) | (73,621 | ) | |||||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Capital contribution | – | – | 25,450 | – | 25,450 | |||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance as of December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | – | – | – | (4,586 | ) | (4,586 | ) | |||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | – | – | – | (5,009 | ) | (5,009 | ) | |||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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NEOLARA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Six months ended December 31, 2025 | Six months ended December 31, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization expense | ||||||||
| Deferred income | ||||||||
| Impairment of intangible assets | ||||||||
| Non-cash write-off of prepaid advisory fees | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) in prepaid expenses | ( | ) | ( | ) | ||||
| Increase in accounts payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Capital contribution from related party | ||||||||
| Proceeds from related party / director loan | ||||||||
| Repayment of related party / director loan | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of the period | ||||||||
| Cash and cash equivalents, end of the period | $ | $ | ||||||
| Supplemental non-cash financing information: | ||||||||
| Related party advances forgiven and contributed to capital | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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NEOLARA CORP.
NOTES TO FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
Neolara Corp. was incorporated in June 2022 under the laws of the State of Wyoming. During the three and six months ended December 31, 2025, the Company did not generate operating revenue and remained in a maintenance stage. Its activities were limited primarily to maintaining its public-company reporting obligations, regulatory compliance, and evaluation of potential business opportunities following the September 2025 change in control.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission applicable to interim financial statements. The condensed balance sheet as of June 30, 2025 has been derived from the audited financial statements as of that date. These interim financial statements should be read in conjunction with the Company’s audited financial statements and notes for the fiscal year ended June 30, 2025. The results of operations for the three and six months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
Segment reporting
We operate in a operating segment and a reporting segment. Operating segments are defined as components of an enterprise about which separate financial information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding how to allocate resources and in assessing performance. Our chief executive officer allocates resources and assesses performance based upon financial information at the level. Since we operate in one operating segment, all required financial segment information is presented in the financial statements.
Revenue recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company did not generate revenue during the three and six months ended December 31, 2025.
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Intangible assets
The Company accounts for intangible assets in accordance with ASC Topic 350, Intangibles – Goodwill and Other. Definite-lived intangible assets are carried at cost less accumulated amortization and are amortized over their estimated useful lives on a straight-line basis. The Company evaluates long-lived and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Income taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for operating loss carryforwards. A valuation allowance is established when management determines that it is more likely than not that some or all deferred tax assets will not be realized.
Basic and diluted net loss per share are computed by dividing net loss by the weighted average number of common shares outstanding during the period. Potentially dilutive securities are excluded from diluted loss per share when their effect would be anti-dilutive. The Company had dilutive securities outstanding during the periods presented.
Recent accounting pronouncements
In November 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments clarify and reorganize existing interim reporting guidance, including the scope of Topic 270 and interim disclosure requirements, and introduce a disclosure principle requiring entities to disclose material events or changes occurring since the most recent annual reporting period. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Accounting Standards Codification Improvements, which clarifies guidance and makes minor improvements across various topics, including earnings per share, receivables, revenue, income taxes, and equity. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of the new guidance on its financial statements and disclosures.
Management has evaluated all recently issued, but not yet effective, accounting pronouncements and does not believe that any such pronouncements would have a material effect on the accompanying financial statements.
NOTE 3 – GOING CONCERN
The accompanying unaudited condensed financial
statements have been prepared assuming the Company will continue as a going concern. As of December 31, 2025, the Company had
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NOTE 4 – INTANGIBLE ASSETS
The Company had the following intangible assets as of December 31, 2025 and June 30, 2025:
| Schedule of intangible assets | December 31, 2025 | June 30, 2025 | ||||||
| Cost | $ | $ | ||||||
| Accumulated amortization | ||||||||
| Accumulated impairment | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2025, the Company carried intangible
assets, net, of $
NOTE 5 – RELATED PARTY TRANSACTIONS
As of June 30, 2025, the Company had related party
advances of $
NOTE 6 – INCOME TAXES
The components of the Company’s provision for Federal income tax for the six months ended December 31, 2025 and the year ended June 30, 2025 consisted of the following:
| Schedule of provision for income taxes | Six months ended December 31, 2025 | Year ended June 30, 2025 | ||||||
| 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 the Company’s net deferred tax amount is as follows:
| Schedule of deferred taxes | December 31, 2025 | June 30, 2025 | ||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Accordingly, the Company recorded no provision for Federal income taxes for the periods presented.
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As of December 31, 2025 and June 30, 2025, the Company’s estimated gross deferred tax assets attributable primarily to net operating loss carryforwards were fully offset by valuation allowances. Management concluded that realization of such deferred tax assets was not more likely than not based on the Company’s history of losses, the absence of operating revenues, and the uncertainty regarding future taxable income.
NOTE 7 – ACCOUNTS PAYABLE
The Company had the following accounts payable as of December 31, 2025 and June 30, 2025:
| Schedule of accounts payable | December 31, 2025 | June 30, 2025 | ||||||
| Accounts payable | $ | $ | ||||||
As of December 31, 2025, the balance primarily related to unpaid transfer-agent and filing-related invoices.
NOTE 8 – PREPAID EXPENSES
As of June 30, 2025, the Company carried prepaid
expenses of $
NOTE 9 – STOCKHOLDERS’ EQUITY
The Company has shares of common stock authorized with a par value of $ per share. The Company evaluated rescission and cancellation actions relating to shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board of Directors approved the rescission and cancellation on September 29, 2025, and the Company entered into executed mutual rescission agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect common shares outstanding as of December 31, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process had not yet been completed. Additional paid-in capital also increased during the six months ended December 31, 2025 due to the related-party capital contributions described in Note 5.
NOTE 10 – SUBSEQUENT EVENTS
Management evaluated subsequent events through the date these financial statements were issued, in accordance with ASC 855-10, and determined that there were no material subsequent events requiring recognition or disclosure in the accompanying unaudited condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those discussed below.
Overview
During the quarter ended December 31, 2025, the Company did not generate revenue. The Company’s activities during the quarter were limited primarily to maintaining its public-company reporting status, incurring compliance-related costs, recognizing a prepaid legal retainer, and evaluating future business opportunities. The Company remained in a maintenance stage and had no active operating business during the quarter.
Results of Operations
Three Months Ended December 31, 2025 and 2024
For the three months ended December 31, 2025, the Company recorded no revenue, compared with revenue of $7,800 for the three months ended December 31, 2024. The Company recorded a net loss of $8,772 for the three months ended December 31, 2025, compared with a net loss of $5,009 for the comparable prior-year period. Operating expenses for the three months ended December 31, 2025 were $8,772, compared with $11,228 for the three months ended December 31, 2024. Current-quarter operating expenses consisted primarily of OTCQB application fees, accounting and audit fees, filing and reporting fees, and transfer-agent fees.
Six Months Ended December 31, 2025 and 2024
For the six months ended December 31, 2025, the Company recorded no revenue, compared with revenue of $7,800 for the six months ended December 31, 2024. The Company recorded a net loss of $82,393 for the six months ended December 31, 2025, compared with a net loss of $9,595 for the six months ended December 31, 2024. The increase in net loss was driven primarily by the $46,062 impairment of intangible assets, the $19,685 write-off of prepaid advisory fees, and public-company compliance and professional costs recognized during the six-month period.
Liquidity and Capital Resources
As of December 31, 2025, total assets were $15,000, consisting solely of prepaid expenses. Total liabilities were $373, consisting of accounts payable of $276 and related party advances of $97. Total stockholders’ equity was $14,627 as of December 31, 2025.
Net cash used in operating activities for the six months ended December 31, 2025 was $30,781, primarily due to the net loss for the period, partially offset by non-cash impairment, non-cash write-off, and amortization charges, as well as changes in prepaid expenses and accounts payable. Net cash provided by financing activities was $29,747, primarily from related-party capital contributions and short-term related-party advances. Cash was $0 at December 31, 2025.
The Company also evaluated rescission and cancellation actions relating to 9,790 shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board of Directors approved the rescission and cancellation on September 29, 2025, and the Company entered into executed Mutual Rescission Agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect 3,177,000 common shares outstanding as of December 31, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process had not yet been completed.
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The Company believes that it will require additional capital to fund ongoing reporting costs, professional fees, and any future operating activities. Management intends to seek additional related-party support and external financing as needed. There can be no assurance that such funding will be available on acceptable terms, if at all.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company is not required to provide the information otherwise required by this Item. In any event, the Company does not believe that it is currently exposed to material market risk.
Item 4. Controls and Procedures
As of the end of the period covered by this report, the Company’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025 due to material weaknesses arising from limited segregation of duties, limited accounting personnel, and insufficient formal written policies and procedures consistent with a public reporting company.
There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not presently a party to any material legal proceedings, and to the best of management’s knowledge, no such proceedings are threatened against the Company.
Item 1A. Risk Factors
As a smaller reporting company, the Company is not required to provide the information otherwise required by this Item. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, except as updated by the going-concern, liquidity, and corporate-transition matters described in this report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company evaluated rescission and cancellation actions relating to 9,790 shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board approved the rescission and cancellation on September 29, 2025, and the Company entered into executed mutual rescission agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect 3,177,000 common shares outstanding as of December 31, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process had not yet been completed.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the fiscal quarter ended December 31, 2025,
none of the Company’s directors or officers informed the Company of the
Item 6. Exhibits
* To be generated and filed by the EDGAR agent in connection with the final submission package.
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SIGNATURES
Pursuant to the requirements 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.
| NEOLARA CORP. | |||
| Date: April 29, 2026 | By: | /s/ Cao Wei | |
| Cao Wei | |||
| Chief Executive Officer, Chief Financial Officer and Secretary | |||
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