Neolara (NELR) posts $82K loss with no revenue, warns on going concern

Rhea-AI Filing Summary

Neolara Corp. reported a net loss of $82,393 for the six months ended December 31, 2025 and generated no revenue, reflecting its maintenance-stage status with no active operating business.

Total assets were $15,000, consisting solely of prepaid expenses, while cash was $0 at period end. Stockholders’ equity improved to $14,627 from a prior deficit, largely due to related-party capital contributions and forgiveness of $90,713 in advances.

The company recorded a $46,062 impairment of intangible assets and a $19,685 write-off of prepaid advisory fees, eliminating the carrying value of its intangibles. Management disclosed material weaknesses in internal controls and stated that recurring losses, no cash, and dependence on related-party support raise substantial doubt about Neolara’s ability to continue as a going concern.

Positive

• None.

Negative

• Going-concern uncertainty: Management reported recurring losses, no cash, no operating revenue, and reliance on related-party support, concluding these conditions raise substantial doubt about Neolara’s ability to continue as a going concern as of December 31, 2025.

Insights

Small-cap fundamental analyst

Neolara shows no revenue, rising losses, and going-concern doubts.

Neolara Corp. (NELR) remained in a maintenance stage for the quarter ended December 31, 2025, reporting no revenue and a six‑month net loss of $82,393 versus $9,595 a year earlier. The loss was driven by a $46,062 impairment of intangible assets, a $19,685 prepaid advisory write‑off, and public-company compliance costs.

At period end, total assets were just $15,000, all prepaid expenses, with cash at $0. Equity was $14,627, supported by related parties forgiving $90,713 of advances and providing further capital. Management explicitly stated that recurring losses, no operating revenue, and reliance on related-party funding raise substantial doubt about the company’s ability to continue as a going concern.

Disclosure controls and procedures were deemed not effective due to limited segregation of duties, few accounting personnel, and insufficient formal policies. Future filings will be important to see whether Neolara secures new financing or identifies a viable operating business to move beyond its maintenance stage.

Key Figures

Six-month net loss: $82,393 Revenue: $0 Impairment of intangible assets: $46,062 +5 more

8 metrics

Six-month net loss $82,393 For the six months ended December 31, 2025

Revenue $0 Three and six months ended December 31, 2025

Impairment of intangible assets $46,062 Recorded during the six months ended December 31, 2025

Write-off of prepaid advisory fees $19,685 Six months ended December 31, 2025

Total assets $15,000 As of December 31, 2025, all prepaid expenses

Cash balance $0 Cash and cash equivalents as of December 31, 2025

Stockholders’ equity $14,627 As of December 31, 2025

Related party advances forgiven $90,713 Forgiven and contributed to capital during the six months

Key Terms

going concern, impairment of intangible assets, additional paid-in capital, maintenance stage, +2 more

6 terms

going concern financial

"These conditions raise substantial doubt about the Company’s ability to continue as a going concern."

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

impairment of intangible assets financial

"the $46,062 impairment of intangible assets, the $19,685 write-off of prepaid advisory fees"

When a company decides an intangible asset—like a patent, trademark, or software—won't generate as much future benefit as it was originally recorded for, it writes down that asset’s recorded value. Think of it like discovering a collectible is damaged and lowering its resale estimate; the write-down shows up as a loss in the accounts, reducing reported profit and equity and signaling to investors that expected future cash flows from that asset have weakened.

additional paid-in capital financial

"Additional paid-in capital also increased during the six months ended December 31, 2025"

Amount of money shareholders have paid to a company for shares that is above the stock’s nominal or par value; think of it as the extra premium paid when a group buys a ticket that has a low listed price. It matters to investors because it represents permanent capital on the balance sheet that can cushion losses, affect book value per share and indicate how much fresh cash equity holders have contributed beyond the minimum share value.

maintenance stage financial

"did not generate operating revenue and remained in a maintenance stage."

disclosure controls and procedures regulatory

"management concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2025"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

material weaknesses financial

"due to material weaknesses arising from limited segregation of duties"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

10-Q Quarterly Reports: What Changes Quarter to Quarter →

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2025

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

For the transition period from ______ to ______

Commission File No. 000-56687

NEOLARA CORP.

(Exact name of registrant as specified in its charter)

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

Contiguo a la Guardia de Asistencia Rural,

San Vito, Coto Brus,

Puntarenas, 60801, Costa Rica

+852 4427 8912

Corpneolara@outlook.com

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Registered Agents Inc

30 N Gould St. Ste R

Sheridan, WY 82801

307-655-7303

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by 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. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

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		3,177,000

NEOLARA CORP.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors	14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3. Defaults Upon Senior Securities	14
Item 4. Mine Safety Disclosures	14
Item 5. Other Information	14
Item 6. Exhibits	14
Signatures	15

2

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.

3

NEOLARA CORP.

BALANCE SHEETS

(Unaudited)

		December 31, 2025				June 30, 2025
ASSETS
Current Assets
Cash and cash equivalents		$	–			$	1,034
Prepaid expenses			15,000				19,685
Total current assets			15,000				20,719
Intangible assets, net			–				46,750
TOTAL ASSETS		$	15,000			$	67,469
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	276			$	99
Related party advances			97				90,713
Total liabilities			373				90,812
STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 75,000,000 shares authorized, 3,177,000 shares reflected as issued and outstanding			318				318
Additional paid-in capital			155,555				35,192
Accumulated deficit			(141,246	)			(58,853	)
Total stockholders’ equity (deficit)			14,627				(23,343	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	15,000			$	67,469

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

4

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		$	–			$	7,800			$	–			$	7,800
Total revenue			–				7,800				–				7,800
Cost of goods sold			–				1,581				–				1,581
Gross profit			–				6,219				–				6,219
OPERATING EXPENSES
Write-off of prepaid advisory fees			–				–				19,685				–
Amortization expense			–				687				688				1,375
Impairment of intangible assets			–				–				46,062				–
General and administrative expenses			8,772				10,541				15,958				14,439
Total operating expenses			8,772				11,228				82,393				15,814
Loss before income taxes			(8,772	)			(5,009	)			(82,393	)			(9,595	)
Provision for income taxes			–				–				–				–
NET LOSS		$	(8,772	)		$	(5,009	)		$	(82,393	)		$	(9,595	)
Net loss per common share – basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.03	)		$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted			3,177,000				3,177,000				3,177,532				3,177,000

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

5

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			3,177,000			$	318			$	35,192			$	(58,853	)		$	(23,343	)
Related party advances forgiven and contributed to capital			–				–				90,713				–				90,713
Cash capital contribution			–				–				4,200				–				4,200
Issuance of common stock			9,790				1				(1	)			–				–
Rescission & cancellation of common stock			(9,790	)			(1	)			1				–				–
Net loss			–				–				–				(73,621	)			(73,621	)
Balance as of September 30, 2025			3,177,000			$	318			$	130,105			$	(132,474	)		$	(2,051	)
Capital contribution			–				–				25,450				–				25,450
Net loss			–				–				–				(8,772	)			(8,772	)
Balance as of December 31, 2025			3,177,000			$	318			$	155,555			$	(141,246	)		$	14,627
Balance as of June 30, 2024			3,177,000			$	318			$	35,192			$	(35,165	)		$	345
Net loss			–				–				–				(4,586	)			(4,586	)
Balance as of September 30, 2024			3,177,000			$	318			$	35,192			$	(39,751	)		$	(4,241	)
Net loss			–				–				–				(5,009	)			(5,009	)
Balance as of December 31, 2024			3,177,000			$	318			$	35,192			$	(44,760	)		$	(9,250	)

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

6

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		$	(82,393	)		$	(9,595	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense			688				1,375
Deferred income			–				9,750
Impairment of intangible assets			46,062				–
Non-cash write-off of prepaid advisory fees			19,685				–
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses			(15,000	)			(20,000	)
Increase in accounts payable			177				–
Net cash used in operating activities			(30,781	)			(18,470	)
Cash Flows from Financing Activities
Capital contribution from related party			29,650				–
Proceeds from related party / director loan			100				–
Repayment of related party / director loan			(3	)			–
Net cash provided by financing activities			29,747				–
Net decrease in cash and cash equivalents			(1,034	)			(18,470	)
Cash and cash equivalents, beginning of the period			1,034				29,345
Cash and cash equivalents, end of the period		$	–			$	10,875
Supplemental non-cash financing information:
Related party advances forgiven and contributed to capital		$	90,713			$	–

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

7

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

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.

8

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.

Net loss per share

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 no 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 no cash on hand, limited current assets, no operating revenues, and continued to depend on related-party support to fund reporting and compliance costs. The Company incurred a net loss of $82,393 for the six months ended December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 support or financing will be available on acceptable terms, if at all.

9

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		$	55,000			$	55,000
Accumulated amortization			8,938				8,250
Accumulated impairment			46,062				–
Total		$	–			$	46,750

As of June 30, 2025, the Company carried intangible assets, net, of $46,750. During the six months ended December 31, 2025, the Company recorded amortization expense of $688 and an impairment charge of $46,062, reducing the carrying value of the intangible assets to $0 as of December 31, 2025. No additional amortization or impairment was recorded during the quarter ended December 31, 2025.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of June 30, 2025, the Company had related party advances of $90,713. During the three months ended September 30, 2025, those related party advances totaling $90,713 were forgiven and treated as capital contributions to the Company. In addition, on September 17, 2025, the Company received a cash capital contribution of $4,200 from a related party to support administrative and reporting expenses. During the quarter ended December 31, 2025, a related party paid $25,450 of Company expenses and advances on behalf of the Company, which were treated as capital contributions within additional paid-in capital. On September 23, 2025, the Company received $100 from a director as a short-term loan and repaid $3 on September 25, 2025. The remaining balance due was $97 as of December 31, 2025.

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		$	141,246			$	58,853
Less: valuation allowance			(141,246	)			(58,853	)
Net provision for Federal income taxes		$	0			$	0

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		$	29,662			$	12,359
Less: valuation allowance			(29,662	)			(12,359	)
Net deferred tax asset		$	0			$	0

Accordingly, the Company recorded no provision for Federal income taxes for the periods presented.

10

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		$	276			$	99

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 $19,685 related to advisory services. During the three months ended September 30, 2025, management determined that the remaining prepaid advisory balance no longer met the criteria for recognition as an asset and recorded the full balance as a write-off of prepaid advisory fees. During the quarter ended December 31, 2025, the Company recorded a prepaid legal retainer of $15,000 for legal services to be utilized in future periods. As of December 31, 2025, prepaid expenses consisted of the $15,000 prepaid legal retainer.

NOTE 9 – STOCKHOLDERS’ EQUITY

The Company has 75,000,000 shares of common stock authorized with a par value of $0.0001 per share. 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 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. 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 adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Interactive Data File – Instance Document.*
101.SCH	Interactive Data File – Taxonomy Extension Schema Document.*
101.CAL	Interactive Data File – Taxonomy Extension Calculation Linkbase Document.*
101.DEF	Interactive Data File – Taxonomy Extension Definition Linkbase Document.*
101.LAB	Interactive Data File – Taxonomy Extension Label Linkbase Document.*
101.PRE	Interactive Data File – Taxonomy Extension Presentation Linkbase Document.*

* 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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FAQ

How did Neolara Corp. (NELR) perform for the six months ended December 31, 2025?

Neolara recorded a net loss of $82,393 for the six months ended December 31, 2025 with no revenue. The loss mainly reflects impairment of intangible assets, a prepaid advisory write-off, and public-company compliance and professional expenses.

What is Neolara Corp. (NELR)’s financial position as of December 31, 2025?

As of December 31, 2025, Neolara had total assets of $15,000, entirely prepaid expenses, and total liabilities of $373. Stockholders’ equity was $14,627, and the company reported cash and cash equivalents of $0 at period end.

Did Neolara Corp. (NELR) generate any revenue during the reported period?

Neolara generated no revenue for the three and six months ended December 31, 2025, compared with $7,800 in revenue in the prior-year periods. The company remained in a maintenance stage with activities limited to reporting obligations and evaluating business opportunities.

Why did Neolara Corp. (NELR) record an impairment of intangible assets?

During the six months ended December 31, 2025, Neolara recorded a $46,062 impairment of intangible assets and $688 of amortization. These charges reduced the carrying value of its intangible assets from $46,750 to $0 at period end.

What going-concern issues did Neolara Corp. (NELR) disclose?

Management stated that no cash on hand, limited current assets, absence of operating revenue, and dependence on related-party support, together with a six‑month net loss of $82,393, raise substantial doubt about Neolara’s ability to continue as a going concern.

How is Neolara Corp. (NELR) funding its operations without revenue?

Neolara has relied on related-party support. During the period, related-party advances of $90,713 were forgiven and contributed to capital, and a related party paid $25,450 of expenses. Management also received a $4,200 cash contribution and a small director loan.

What internal control weaknesses did Neolara Corp. (NELR) report?

Neolara’s Chief Executive and Financial Officer concluded disclosure controls and procedures were not effective as of December 31, 2025. Material weaknesses included limited segregation of duties, limited accounting personnel, and insufficient formal written policies and procedures for a public reporting company.