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~~ March 31, ~~2025~~2026

☐ 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

[email protected]

(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~~May 294, 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

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.

NEOLARA CORP.

BALANCE SHEETS

(Unaudited)

	December 31, 2025			June 30, 2025
	March 31, 2026			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~~20		$	99
Related party advances		97			90,713
Total liabilities		~~373~~117			90,812
STOCKHOLDERS’ EQUITY
STOCKHOLDERS’ EQUITY (DEFICIT)
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~~158,~~555~~454			35,192
Accumulated deficit		(~~141~~143,~~246~~889	)		(58,853	)
Total stockholders’ equity (deficit)		14,~~627~~883			(23,343	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,000		$	67,469

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

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

Three months ended March 31, 2026

Three months ended March 31, 2025

Nine months ended March 31, 2026

Nine months ended March 31, 2025

REVENUE

Sales

–

79,~~800~~750

–

717,~~800~~550

Total revenue

–

79,~~800~~750

–

717,~~800~~550

Cost of goods sold

–

12,~~581~~100

–

13,~~581~~681

Gross profit

–

67,~~219~~650

–

613,~~219~~869

OPERATING EXPENSES

Write-off of prepaid advisory fees

–

19,685

–

Amortization expense

–

687

688

12,~~375~~062

Impairment of intangible assets

–

46,062

–

General and administrative expenses

82,~~772~~643

1025,~~541~~192

1518,~~958~~601

1439,~~439~~631

Total operating expenses

82,~~772~~643

1125,~~228~~879

8285,~~393~~036

1541,~~814~~693

Loss before income taxes

(82,~~772~~643

)

(518,~~009~~229

)

(8285,~~393~~036

)

(927,~~595~~824

)

Provision for income taxes

–

NET LOSS

(82,~~772~~643

)

(518,~~009~~229

)

(8285,~~393~~036

)

(927,~~595~~824

)

Net loss per common share – basic and diluted

(0.00

)

(0.0001

)

(0.03

)

(0.0001

)

Weighted average number of common shares outstanding – basic and diluted

3,177,000

3,177,~~532~~357

3,177,000

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

NEOLARA CORP.

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the ~~six~~three and nine months ended ~~December~~March 31, 2026 ~~2025~~ and ~~2024~~ 2025

(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
Capital contribution		–			–			2,899			–			2,899
Net loss		–			–			–			(2,643	)		(2,643	)
Balance as of March 31, 2026		3,177,000		$	318		$	158,454		$	(143,889	)	$	14,883
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	)
Net loss		–			–			–			(18,229	)		(18,229	)
Balance as of March 31, 2025		3,177,000		$	318		$	35,192		$	(62,989	)	$	(27,479	)

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

NEOLARA CORP.

STATEMENTS OF CASH FLOWS

For the nine months ended March 31, 2026 and 2025

(Unaudited)

	Six months ended December 31, 2025			Six months ended December 31, 2024
	Nine months ended March 31, 2026			Nine months ended March 31, 2025
Cash Flows from Operating Activities
Net loss	$	(8285,~~393~~036	)	$	(927,~~595~~824	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense		688			12,~~375~~062
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~~(79	)		–
Net cash used in operating activities		(3033,~~781~~680	)		(1825,~~470~~762	)
Cash Flows from Financing Activities
Capital contribution from related party		2932,~~650~~549			–
Proceeds from related party / director loan		100			–213
Repayment of related party / director loan		(3	)		–
Net cash provided by financing activities		2932,~~747~~646			–213
Net decrease in cash and cash equivalents		(1,034	)		(1825,~~470~~549	)
Cash and cash equivalents, beginning of the period		1,034			29,345
Cash and cash equivalents, end of the period	$	–		$	103,~~875~~796
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 condensed financial statements.

NEOLARA CORP.

NOTES TO FINANCIAL STATEMENTS

~~December~~March 31, ~~2025~~2026

(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. Following the Company’s corporate transition during September 2025, the Company continued to maintain its status as a reporting issuer while evaluating potential business opportunities. During the three and ~~six~~nine months ended March ~~December~~ 31, ~~2025~~2026, the Company did not generate operating revenue and remained in a maintenance stage. Its activities during the quarter ended March 31, 2026 were limited primarily to maintaining ~~its~~ public-company reporting obligations, regulatory compliance, ~~and~~transfer ~~evaluation~~agent matters, ofEDGAR ~~potential~~filing ~~business~~matters, ~~opportunities~~professional ~~following~~advisory ~~the~~relationships, ~~September~~and ~~2025~~evaluation ~~change~~of inpotential ~~control~~business opportunities.

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 generally accepted 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 of operations for the three and ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 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. As of March 31, 2026, the Company had no cash or cash equivalents and did not maintain an active bank account.

Segment reporting

~~We operate~~The Company operates 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~~the Company’s chief executive officer), in deciding how to allocate resources and inassess ~~assessing~~ performance. ~~Our~~Since ~~chief executive officer allocates resources and assesses performance based upon financial information at~~ the ~~level.~~Company ~~Since~~operates ~~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~~nine months ended ~~December~~March 31, ~~2025~~2026.

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~~when events or changes in circumstances indicate that the carrying amount of anthe ~~asset~~assets may not be recoverable. During the nine months ended March 31, 2026, the Company recorded impairment of intangible assets of $46,062, and the carrying value of intangible assets was $0 as of March 31, 2026.

Accounts payable, related party advances and capital contributions

Certain professional, regulatory, transfer agent, audit/review, accounting, and EDGAR filing expenses were paid or advanced by a related party or an affiliate of management on behalf of the Company. The Company records such expenses in the period incurred. When management concludes that such support is not structured as debt, does not bear interest, and does not create a repayment obligation of the Company, such amounts are recorded as capital contributions within additional paid-in capital.

Income taxes

~~Income~~The ~~taxes~~Company ~~are~~accounts ~~accounted~~ for income taxes under ~~the~~ASC ~~asset and~~Topic ~~liability~~740, ~~method.~~Income Taxes. Deferred tax assets and liabilities are recognized for ~~temporary~~the future tax consequences attributable to differences between the financial statement ~~carrying~~ carrying amounts of existing assets and liabilities and their respective tax bases, asand ~~well~~operating asloss ~~for~~and ~~operating~~tax ~~loss~~credit carryforwards. AThe Company records a valuation allowance ~~is established~~to ~~when~~reduce ~~management~~deferred ~~determines~~tax ~~that~~assets itto an amount that is more likely than not ~~that~~to ~~some~~be orrealized. ~~all~~The ~~deferred~~Company had no income tax ~~assets~~expense ~~will~~for ~~not~~the bethree ~~realized~~and nine months ended March 31, 2026 and 2025.

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~~Recently issued 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 that the Company will continue as a going concern. As of ~~December~~March 31, ~~2025~~2026, the Company had no cash on ~~hand,~~and ~~limited~~cash equivalents, total current assets, noof ~~operating revenues~~$15,000, ~~and~~total ~~continued~~liabilities toof ~~depend~~$117, onan ~~related-party~~accumulated ~~support~~deficit toof ~~fund~~$143,889, ~~reporting~~ and ~~compliance costs. The Company incurred~~ a net loss of $8285,~~393~~036 for the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026. ~~These~~The ~~conditions raise substantial doubt about the~~ Company’s ~~ability~~did tonot ~~continue~~generate asrevenue aduring ~~going concern. Management intends to fund~~ the ~~Company’s~~three ~~near-term~~and ~~working-capital requirements~~nine ~~through~~months ~~related-party~~ended ~~support,~~March ~~capital contributions~~31, 2026 and ~~potential~~did ~~future~~not ~~financing transactions. There can be no assurance~~maintain ~~that~~an ~~such~~active ~~support~~bank oraccount ~~financing~~during ~~will~~the bequarter ~~available~~ended onMarch ~~acceptable terms~~31, ~~if at all~~2026.

The Company expects to depend on additional related-party support, investor funding, or other financing to fund its public company reporting obligations, corporate compliance costs, and any future business activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – INTANGIBLE ASSETS

The Company had the following intangible assets as of ~~December~~March 31, ~~2025~~2026 and June 30, 2025:

Schedule of intangible assets	~~December~~March 31, ~~2025~~2026		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~~ nine months ended ~~December~~March 31, ~~2025~~2026, 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~~March 31, ~~2025~~2026. No additional amortization or impairment was recorded during the quarter ended March ~~December~~ 31, ~~2025~~2026.

NOTE 5 – RELATED PARTY TRANSACTIONS

As of March 31, 2026 and June 30, 2025, ~~the Company had~~ related party advances ofwere $97 and $90,713, respectively. During the ~~three~~nine months ended ~~September~~March 3031, ~~2025~~2026, ~~those~~ related party advances ~~totaling~~of $90,713 were forgiven and ~~treated~~ ~~as capital contributions~~ contributed to ~~the Company~~capital. In addition, ~~on September 17, 2025, the Company received~~ a ~~cash capital contribution of $4,200 from a~~ related party toor ~~support~~an ~~administrative~~affiliate ~~and reporting expenses. During the quarter ended December 31, 2025, a related party paid $25,450~~ of ~~Company~~management ~~expenses~~provided ~~and~~cash ~~advances on behalf of the Company, which were treated as~~ capital contributions ~~within~~and ~~additional~~ paid~~-in~~ ~~capital.~~or Onadvanced ~~September 23~~certain professional, ~~2025~~regulatory, ~~the~~transfer ~~Company~~agent, ~~received~~audit/review, ~~$100~~accounting, ~~from a director as a short-term loan~~ and ~~repaid~~EDGAR $3filing expenses on ~~September~~behalf ~~25, 2025. The remaining balance due was $97 as~~ of ~~December~~the ~~31, 2025~~Company.

During the quarter ended March 31, 2026, such professional and compliance-related support included payments or advances made on behalf of the Company for audit/review, EDGAR filing, and transfer agent matters. The Board of Directors confirmed that such related-party support was not structured as debt, does not bear interest, and does not create any repayment obligation of the Company. Accordingly, the Company recorded $2,899 during the quarter ended March 31, 2026 as capital contribution within additional paid-in capital, representing current-period expenses and accounts payable settled by a related party or management affiliate.

NOTE 6 – INCOME TAXES

The components of the Company’s provision for Federal income tax for the ~~six~~nine months ended ~~December~~March 31, ~~2025~~2026 and the year ended June 30, 2025 consisted of the following:

Schedule of provision for income taxes	~~Six~~Nine months ended ~~December~~March 31, ~~2025~~2026			Year ended June 30, 2025
Federal income tax benefit attributable to:
Current Operations	$	~~141~~143,~~246~~889		$	58,853
Less: valuation allowance		(~~141~~143,~~246~~889	)		(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~~March 31, ~~2025~~2026			June 30, 2025
Deferred tax asset attributable to:
Net operating loss carryover	$	2930,~~662~~217		$	12,359
Less: valuation allowance		(2930,~~662~~217	)		(12,359	)
Net deferred tax asset	$	0		$	0

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

As of ~~December~~March 31, ~~2025~~2026 and June 30, 2025, the Company’'s estimated ~~gross~~ gross deferred tax assets attributable primarily to net operating loss carryforwards were fully offset by valuation allowances. Management ~~concluded~~ 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 maintenance-stage operating status, and uncertainty regarding future taxable income.

NOTE 7 – ACCOUNTS PAYABLE

The Company had the following accounts payable as of ~~December~~March 31, ~~2025~~ 2026 and June 30, 2025:

Schedule of accounts payable		~~December~~March 31, ~~2025~~2026				June 30, 2025
Accounts payable		$	~~276~~20			$	99

As of ~~December~~March 31, ~~2025~~2026, the balance primarily related to ~~unpaid~~a transfer-agent amount remaining payable. VStock Transfer, LLC confirmed that it received $20 less than the remittance amount credited by the payer due to bank or intermediary bank charges; accordingly, $20 remained payable as of March 31, 2026. The Company's accounts payable balance decreased from $276 as of December 31, 2025 to $20 as of March 31, 2026 as certain professional and ~~filing~~compliance-related ~~invoices~~accounts payable and current-period expenses were paid or advanced by a related party or an affiliate of management and treated as capital contributions within additional paid-in capital.

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~~March 31, ~~2025~~2026, 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~~ March 31, ~~2025~~2026. However, as of the filing date of this report, the records of the Company’s transfer agent ~~continued~~may continue 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~~nine months ended ~~December~~March 31, ~~2025~~2026 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.

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~~our unaudited ~~condensed~~ financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those ~~discussed~~projected ~~below~~in forward-looking statements.

Overview

Following the Company’s corporate transition during September 2025, the Company remained a reporting issuer and continued to evaluate potential business opportunities. During the ~~quarter~~three months ended March ~~December~~ 31, ~~2025~~2026, the Company did not conduct active operating business activities and did not generate any revenue. The Company’s activities during the quarter were limited primarily to maintaining its ~~public-company~~ reporting status, ~~incurring~~corporate compliance~~-related costs~~, ~~recognizing~~professional aadvisory relationships, ~~prepaid~~transfer ~~legal~~agent ~~retainer~~matters, ~~and~~EDGAR ~~evaluating~~filing ~~future~~matters, ~~business opportunities. The Company remained in a maintenance stage~~ and ~~had~~evaluation noof ~~active~~potential ~~operating~~ business ~~during the quarter~~opportunities.

Results of Operations

Three ~~Months~~months ~~Ended~~ended ~~December~~March 31, ~~2025~~2026 ~~and~~compared ~~2024~~with three months ended March 31, 2025

~~For~~Revenue ~~the~~was ~~three months ended December 31, 2025, the Company recorded no revenue, compared with revenue of~~ $~~7,800~~0 for the three months ended ~~December~~March 31, ~~2024. The Company recorded a net loss of $8~~2026,~~772~~ ~~for the three months ended December 31, 2025,~~ compared with ~~a net loss of~~ $59,~~009~~750 for the ~~comparable prior-year period. Operating expenses for the~~ three months ended ~~December~~March 31, 2025. ~~were~~The ~~$8,772,~~decrease ~~compared~~was ~~with~~due ~~$11,228~~to ~~for~~ the ~~three~~Company ~~months~~having ~~ended~~no ~~December 31,~~active ~~2024. Current-quarter~~ operating ~~expenses~~business ~~consisted primarily of OTCQB application fees, accounting and audit fees, filing and reporting~~activities ~~fees,~~during ~~and~~the ~~transfer-agent~~2026 ~~fees~~period.

~~Six~~Cost ~~Months~~of ~~Ended~~goods ~~December~~sold was $0 for the three months ended March 31, 2026, compared with $2,100 for the three months ended March 31, 2025. ~~and~~Gross ~~2024~~profit was $0 for the three months ended March 31, 2026, compared with $7,650 for the three months ended March 31, 2025.

~~For~~Operating ~~the~~expenses ~~six~~were ~~months ended December 31, 2025, the Company recorded no revenue, compared with revenue of~~ $72,~~800~~643 for the ~~six~~three months ended ~~December~~March 31, ~~2024. The Company recorded a net loss~~ ~~of $82~~2026,~~393~~ ~~for the six months ended December 31, 2025,~~ compared with ~~a net loss of~~ $925,~~595~~879 for the ~~six~~three months ended ~~December~~March 31, ~~2024~~2025. The ~~increase~~decrease ~~in net loss~~ was ~~driven~~ primarily bydue ~~the~~to ~~$46,062~~lower ~~impairment~~general ofand ~~intangible assets, the $19,685 write-off of prepaid advisory~~administrative ~~fees,~~expenses and ~~public-company~~no ~~compliance~~amortization ~~and~~expense ~~professional costs recognized~~ during the ~~six-month~~2026 period.

Net loss was $2,643 for the three months ended March 31, 2026, compared with $18,229 for the three months ended March 31, 2025.

Nine months ended March 31, 2026 compared with nine months ended March 31, 2025

Revenue was $0 for the nine months ended March 31, 2026, compared with $17,550 for the nine months ended March 31, 2025. Cost of goods sold was $0 for the nine months ended March 31, 2026, compared with $3,681 for the nine months ended March 31, 2025.

Operating expenses were $85,036 for the nine months ended March 31, 2026, compared with $41,693 for the nine months ended March 31, 2025. The increase was primarily attributable to the write-off of prepaid advisory fees of $19,685, impairment of intangible assets of $46,062, and general and administrative expenses related to maintaining the Company’s reporting status and corporate compliance following the September 2025 corporate transition.

Net loss was $85,036 for the nine months ended March 31, 2026, compared with $27,824 for the nine months ended March 31, 2025.

Liquidity and Capital Resources

As of ~~December~~March 31, ~~2025~~2026, ~~total~~the ~~assets~~Company ~~were~~had cash and cash equivalents of $0, prepaid expenses of $15,000, ~~consisting~~ ~~solely~~total assets of ~~prepaid~~$15,000, ~~expenses.~~total ~~Total~~ liabilities ~~were~~of $~~373~~117, ~~consisting~~and oftotal ~~accounts~~stockholders’ ~~payable~~equity of $~~276~~14,883. As of June 30, 2025, the Company had cash and ~~related~~cash ~~party~~equivalents ~~advances~~ of $~~97.~~1,034, ~~Total~~prepaid ~~stockholders’~~expenses ~~equity~~of ~~was~~ $1419,~~627~~685, astotal assets of ~~December~~$67,469, 31total liabilities of $90,812, ~~2025~~and total stockholders’ deficit of $23,343.

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.

~~The~~Net ~~Company~~cash ~~believes~~used ~~that~~in itoperating ~~will~~activities ~~require~~was ~~additional capital~~$33,680 tofor ~~fund~~the ~~ongoing~~nine ~~reporting~~months ended ~~costs~~March 31, ~~professional~~2026, ~~fees~~compared with $25,762 ~~and~~for ~~any~~the ~~future~~nine ~~operating~~months ~~activities~~ended March 31, 2025. ~~Management~~Net ~~intends~~cash toprovided ~~seek~~by ~~additional related-party~~financing ~~support~~activities ~~and~~was ~~external~~$32,646 for ~~financing~~the asnine ~~needed.~~months ~~There~~ended ~~can~~March be31, no2026, ~~assurance~~compared ~~that~~with ~~such~~$213 ~~funding~~for ~~will~~the benine ~~available~~months onended ~~acceptable~~March ~~terms~~31, if ~~at all~~2025.

The Company had no active bank account during the quarter ended March 31, 2026 and had no direct operating cash inflows, no revenue collections, and no direct expense payments through a Company bank account. Certain professional, regulatory, transfer agent, audit/review, accounting, and EDGAR filing expenses were paid or advanced by a related party or an affiliate of management on behalf of the Company. The Company expects to require additional funding from related parties, investors, or other financing sources to continue to satisfy its public company reporting obligations and pursue potential business opportunities.

Off-Balance Sheet Arrangements

As of March 31, 2026, the Company had no off-balance sheet arrangements.

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

AsEvaluation of ~~the~~Disclosure ~~end~~Controls ~~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.Procedures

~~There~~Under ~~were~~the nosupervision ~~changes~~and inwith the ~~Company’s~~participation ~~internal~~of management, including ~~control~~our ~~over~~principal executive officer and principal financial ~~reporting~~officer, ~~during~~we evaluated the ~~quarter~~effectiveness ~~ended~~of ~~December~~our disclosure controls and procedures as of March 31, ~~2025~~2026. Based upon that ~~materially~~evaluation, ~~affected~~our principal executive officer and principal financial officer concluded that, oras ~~are~~of the ~~reasonably~~end ~~likely~~of the period covered by this report, our disclosure controls and procedures were not effective to ~~materially~~ensure that information required ~~affect~~to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required ~~Company’s~~time ~~internal~~periods ~~control~~and ~~over~~is accumulated and communicated to our management, including our principal executive officer and principal financial officer, ~~reporting~~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 fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

~~The~~During ~~Company~~the isquarter ~~not~~ended ~~presently~~March a31, ~~party to any material legal proceedings~~2026, ~~and~~there towere ~~the best of management’s knowledge,~~ no ~~such~~pending ~~proceedings~~or ~~are~~ threatened legal actions against ~~the Company~~us.

Item 1A. Risk Factors

AsNot aapplicable to smaller reporting ~~company, the Company is not required to provide the information otherwise required by this Item~~companies. 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 receivedNone. 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~~three ~~quarter~~months ended ~~December~~March 31, ~~2025~~2026, ~~none~~ ofno ~~the~~director ~~Company’s directors~~ or ~~officers~~officer adopted ~~informed the Company of the adoption~~ or ~~termination~~terminated any ~~of a “~~Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as ~~those~~each ~~terms~~term ~~are~~is 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~~Inline ~~Data~~XBRL ~~File –~~ Instance Document.*
101.SCH	~~Interactive~~Inline ~~Data~~XBRL ~~File – Taxonomy Extension~~ Schema Document.*
101.CAL	~~Interactive~~Inline ~~Data~~XBRL ~~File – Taxonomy Extension~~ Calculation Linkbase Document.*
101.DEF	~~Interactive~~Inline ~~Data~~XBRL ~~File – Taxonomy Extension~~ Definition Linkbase Document.*
101.LAB	~~Interactive~~Inline ~~Data~~XBRL ~~File – Taxonomy Extension~~ Label Linkbase Document.*
101.PRE	~~Interactive~~Inline ~~Data~~XBRL ~~File – Taxonomy Extension~~ Presentation Linkbase Document.*
104	The cover page to this Quarterly Report on Form 10-Q has been formatted in Inline XBRL

* To be generated and filed by the EDGAR agent in connection with the final submission package.

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 May 15, 2026.

	NEOLARA CORP.
Date: April 29, 2026	By:	/s/ Cao Wei
Date: May 14, 2026	By:	/s/ Cao Wei
		Cao Wei
		Chief Executive Officer, Chief Financial Officer and Secretary
		Chief Executive Officer, Director, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

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