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 checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☐
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 6, 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 (deficit), and cash flows for the interim periods presented.
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NEOLARA CORP.
BALANCE SHEETS
(Unaudited)
| September 30, 2025 | June 30, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Intangible assets, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Related party advances | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock, $ par value, shares authorized, and shares reflected as issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
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 September 30, 2025 | Three months ended September 30, 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 three months ended September 30, 2025 and
2024
(Unaudited)
| Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders’ Deficit | ||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Related party advances forgiven and contributed to capital | – | |||||||||||||||||||
| Cash capital contribution | – | |||||||||||||||||||
| Issuance of Common Stock | ( | ) | ||||||||||||||||||
| Rescission & Cancellation of Common Stock | ( | ) | ( | ) | ||||||||||||||||
| Net loss | – | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Balance as of September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance as of June 30, 2024 | ( | ) | ||||||||||||||||||
| Net loss | – | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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NEOLARA CORP.
STATEMENTS OF CASH FLOWS
(Unaudited)
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization expense | ||||||||
| 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 period | ||||||||
| Cash and cash equivalents, end of 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
September 30, 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 quarter ended September 30, 2025, the Company did not generate operating revenue and focused primarily on maintaining its public-company reporting obligations, evaluating business opportunities, and completing corporate transition and compliance matters following a change in control during September 2025.
NOTE 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. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results of operations for the three months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026.
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.
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, the 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. 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.
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Revenue recognition
The Company recognizes revenue in accordance with Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
The Company applies the following five-step model in determining revenue recognition:
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 did not generate revenue during the three months ended September 30, 2025 or 2024.
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. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the periods in which the temporary differences are expected to reverse.
A valuation allowance is established when management determines that
it is more likely than not that some or all of the deferred tax assets will not be realized. Tax benefits from an uncertain tax position
are recognized only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authorities.
The Company has
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.
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Recent accounting pronouncements
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. The Company has adopted all accounting pronouncements that are currently in effect and determined that they did not have a material impact on the Company's financial position, results of operations or cash flows unless otherwise disclosed.
NOTE 3 – GOING CONCERN
The accompanying unaudited condensed financial statements have been
prepared assuming the Company will continue as a going concern. As of September 30, 2025, the Company had
Management intends to fund the Company’s near-term working-capital requirements through related-party support, capital contributions, and potential future financing transactions. There can be no assurance that such financing or support will be available on acceptable terms, if at al
NOTE 4 – INTANGIBLE ASSET IMPAIRMENT
The Company had the following intangible assets as of September 30, 2025 and June 30, 2025:
| Schedule of intangible assets | September 30, 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 $
In addition, on September 17, 2025, the Company received a cash capital
contribution of $
On September 23, 2025, the Company received $
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NOTE 6 – INCOME TAXES
The components of the Company’s provision for Federal income tax for the three months ended September 30, 2025 and the year ended June 30, 2025 consisted of the following:
| Schedule of provision for income taxes | Three months ended September 30, 2025 | Year ended June 30, 2025 | ||||||
| Federal income tax benefit: | ||||||||
| Current Operations | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net provision | $ | $ | ||||||
Accordingly, the Company recorded no provision for Federal income taxes for the periods presented.
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 tax asset | September 30, 2025 | June 30, 2025 | ||||||
| Deferred tax asset attributable to: | ||||||||
| Net operating loss carryover | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
As of September 30, 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 September 30, 2025 and June 30, 2025:
Schedule of accounts payable
| Schedule of accounts payable | September 30, 2025 | June 30, 2025 | ||||||
| Accounts payable | $ | 1,954 | $ | 99 | ||||
As of September 30, 2025, the balance primarily related to unpaid transfer-agent invoices from VStock Transfer LLC for registrar services and stock issuance-related fees.
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NOTE 8 – WRITE-OFF OF PREPAID ADVISORY FEES
As of June 30, 2025, the Company carried prepaid expenses of $19,685. During the quarter ended September 30, 2025, management determined that the remaining prepaid OTC advisory / DTC-related balance no longer met the criteria for recognition as an asset and recorded the full balance as a write-off of prepaid advisory fees.
NOTE 9 – STOCKHOLDERS’ DEFICIT
The Company has shares of common stock authorized with a par value of $ per share.
The Company also 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 September 30, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process, including transfer agent documentation requirements, had not yet been completed.
The Company’s additional paid-in capital also increased during the quarter due to the related party capital contributions described in Note 5.
NOTE 10 – TERMINATION OF COOPERATION AGREEMENT
On April 11, 2025, the Company entered into a cooperation agreement with Lorittini LLC pursuant to which the contractor agreed to provide consulting and cooperation services to the Company. On August 29, 2025, the Company and Lorittini LLC executed a Mutual Termination of Cooperation Agreement and Mutual Release. Under the termination agreement, the contractor waived any accrued and unpaid consulting fees. Accordingly, the Company did not have any remaining liabilities related to the agreement as of September 30, 2025.
NOTE 11 – 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.
During the quarter ended September 30, 2025, the Company did not generate revenue. The Company’s activities during the quarter were limited primarily to maintaining its public-company reporting status, completing corporate transition matters, recording related-party capital support, settling and accruing public-company compliance costs, and evaluating future business opportunities.
For the three months ended September 30, 2025, the Company recorded a net loss of $73,621, compared with a net loss of $4,586 for the three months ended September 30, 2024. The increase in net loss was driven primarily by (i) $46,750 of amortization and impairment expense related to the full write-down of the Company’s intangible asset, (ii) $19,685 of write-off of prepaid advisory fees, and (iii) ongoing general and administrative costs associated with maintaining the Company as a reporting issuer.
As of September 30, 2025, the Company had no cash, compared with $1,034 as of June 30, 2025. Net cash used in operating activities was $5,331 during the quarter, partially offset by $4,297 of net cash provided by financing activities, primarily from a $4,200 related-party capital contribution and $100 of short-term director loan proceeds. Working capital remained negative as of September 30, 2025.
During the quarter, historical related-party advances of $90,713 were forgiven and contributed to capital. In addition, the Company received a $4,200 cash capital contribution from a related party. These items improved the Company’s balance sheet presentation but did not eliminate the Company’s need for additional financing to support operations and reporting obligations.
The Company also evaluated rescission and cancellation actions relating to 9,790 shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board of Directors approved the rescission and cancellation on September 29, 2025, and the Company entered into executed Mutual Rescission Agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect 3,177,000 common shares outstanding as of September 30, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process, including transfer agent documentation requirements, had not yet been completed.
The 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.
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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 September 30, 2025 due to material weaknesses arising from limited segregation of duties, limited accounting personnel, and insufficient formal written policies and procedures consistent with a public reporting company.
There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 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 also evaluated rescission and cancellation actions relating to 9,790 shares issued under Regulation S subscription arrangements for which the Company asserts no subscription proceeds were received. The Board of Directors approved the rescission and cancellation on September 29, 2025, and the Company entered into executed Mutual Rescission Agreements with the affected subscribers. Accordingly, the accompanying financial statements reflect 3,177,000 common shares outstanding as of September 30, 2025. However, as of the filing date of this report, the records of the Company’s transfer agent continued to reflect 3,186,790 shares outstanding because the administrative cancellation process, including transfer agent documentation requirements, had not yet been completed. See Notes 9 to the unaudited condensed financial statements.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During our fiscal quarter ended September
30, 2025, none of our directors or officers informed us 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.
By: /s/ Cao Wei | |
|
Date: April 6, 2026 Cao Wei Chief Executive Officer, Chief Financial Officer and Secretary | |
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