Neolara's Losses Widen 65% Amid Revenue Growth, Going Concern Doubts

TL;DR

**Avoid Neolara Corp.; its widening losses, 'going concern' warning, and reliance on related party debt make it a high-risk bet despite its green construction ambitions.**

AI Summary

Neolara Corp., a development-stage company focused on turnkey construction and coconut fiber concrete technology, reported a 36.9% increase in revenue to $29,150 for the fiscal year ended June 30, 2025, up from $21,300 in 2024. Despite revenue growth, the company's net loss widened by 64.8% to $23,688 in 2025, compared to a net loss of $14,377 in 2024, primarily due to a 63.4% surge in operating expenses to $45,957. These increased expenses were driven by higher general and administrative costs, including Transfer Agent and Depository Trust Company (DTC) eligibility fees. As of June 30, 2025, Neolara Corp. had total assets of $67,469 and total current liabilities of $90,812, with a significant portion of liabilities ($90,713) attributed to related party advances. The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern, citing limited operating history and recurring losses. Neolara Corp. acquired Futureproof Eco Solutions LLC for its patent on coconut fiber concrete and entered a Cooperation Agreement with Lorittini LLC to explore innovative construction services and promote this technology in Costa Rica and potentially other countries.

Why It Matters

Neolara Corp.'s widening net loss and the 'going concern' warning from its auditors signal significant financial instability, which is a critical red flag for potential investors. While the company's focus on sustainable coconut fiber concrete technology offers an intriguing competitive angle in the green construction market, its current financial state and reliance on related party advances raise serious questions about its viability. Employees face uncertainty regarding job security, and customers might be wary of engaging a company with such precarious finances. The broader market for innovative construction materials could be impacted if Neolara fails to commercialize its patent effectively, potentially hindering the adoption of promising sustainable solutions.

Risk Assessment

Risk Level: high — Neolara Corp. faces a high risk level due to its 'going concern' warning from independent auditors, indicating substantial doubt about its ability to continue operations. The company's net loss increased by 64.8% to $23,688 in 2025, and its current liabilities of $90,812 significantly exceed its total assets of $67,469 as of June 30, 2025, with $90,713 of these liabilities being related party advances.

Analyst Insight

Investors should exercise extreme caution and likely avoid Neolara Corp. given the 'going concern' warning and increasing losses. The company's reliance on related party advances for liquidity suggests a lack of independent funding, making it a speculative investment with significant downside risk.

Financial Highlights

debt To Equity

N/A

revenue

$29,150

operating Margin

N/A

total Assets

$67,469

total Debt

N/A

net Income

-$23,688

eps

N/A

gross Margin

N/A

cash Position

$1,034

revenue Growth

+36.9%

Revenue Breakdown

Key Numbers

• $29,150 — Revenue (Increased by 36.9% in fiscal year 2025 from $21,300 in 2024)
• $23,688 — Net Loss (Increased by 64.8% in fiscal year 2025 from $14,377 in 2024)
• $45,957 — Operating Expenses (Increased by 63.4% in fiscal year 2025 from $28,127 in 2024)
• $67,469 — Total Assets (As of June 30, 2025)
• $90,812 — Total Current Liabilities (As of June 30, 2025)
• $90,713 — Related Party Advances (Significant portion of current liabilities as of June 30, 2025)
• 3,177,000 — Shares Outstanding (As of September 18, 2025)
• $0 — Aggregate Market Value of Equity (As of the last business day of the most recently completed second fiscal quarter, indicating no public market)
• 5% — Coconut Fiber Addition (Amount added to concrete mixture to increase strength)
• 20% — Portland Cement Reduction (Average reduction in consumption with coconut fiber concrete)

Key Players & Entities

• Neolara Corp. (company) — registrant
• Julio Antonio Quesada Murillo (person) — President, Director, CEO, CFO, Treasurer, Secretary
• Futureproof Eco Solutions LLC (company) — acquired for patent
• Lorittini LLC (company) — cooperation agreement partner
• Wyoming (regulator) — state of incorporation
• Costa Rica (regulator) — principal executive office location and primary market
• SEC (regulator) — filing oversight
• Registered Agents Inc (company) — statutory registered agent
• Depository Trust Company (company) — eligibility fees contributor to operating expenses

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern due to limited operating history and recurring losses. Neolara Corp. has incurred losses since inception and expects to experience losses in the near term, requiring additional capital.
• Dependence on Related Party Advances [high — financial]: As of June 30, 2025, related party advances constituted $90,713 of the total current liabilities of $90,812. This significant reliance on related party financing poses a risk if these advances are not sustained.
• Development Stage Company Risks [medium — operational]: As a development-stage company, Neolara Corp. has limited operating history and revenues. The company is still building its operations and market presence, which inherently carries higher risks than established businesses.
• Reliance on Technology Acquisition [medium — operational]: The company's core technology is based on a patent acquired from Futureproof Eco Solutions LLC. Any issues with the patent's validity, enforceability, or the company's ability to effectively leverage it could significantly impact its business model.
• Cybersecurity Threats [low — operational]: While no material cybersecurity threats were identified in 2025, the company acknowledges that it cannot eliminate all risks and may have experienced undetected incidents. This remains a potential operational risk.

Industry Context

Neolara Corp. operates in the construction and building materials sector, focusing on innovative solutions like coconut fiber concrete. The industry is increasingly looking for sustainable and cost-effective materials. Neolara's strategy involves leveraging a patented technology to enhance concrete strength and reduce Portland cement usage, positioning itself as a provider of specialized construction services and materials.

Regulatory Implications

As a development-stage company, Neolara Corp. faces typical regulatory scrutiny related to financial reporting and corporate governance. The company's reliance on related party transactions and its going concern status may attract increased attention from regulators and auditors. Compliance with evolving building codes and material standards for its innovative concrete technology will also be crucial.

What Investors Should Do

1. Monitor cash burn and future capital raises.
2. Assess the viability and market adoption of coconut fiber concrete.
3. Evaluate the sustainability of related party financing.
4. Consider the going concern warning from auditors.

Key Dates

• 2022-06-09: Company Incorporation — Marks the official establishment of Neolara Corp. under Wyoming law.
• 2023-04-18: Futureproof Eco Solutions LLC Acquisition Filing — Indicates the acquisition of a patent for coconut fiber concrete technology, a key asset for the company's business model.
• 2025-04-11: Cooperation Agreement with Lorittini LLC — Establishes a partnership to explore innovative construction services and promote coconut fiber concrete technology, potentially expanding market reach.
• 2025-06-30: Fiscal Year End — Reporting period for the 10-K, showing increased revenue but a widened net loss and significant liabilities.

Glossary

Development-stage company

A company that has started to engage in business activities but has not yet generated significant revenue or achieved profitability. Such companies often have limited operating history and are subject to higher risks. (Neolara Corp. is explicitly identified as a development-stage company, highlighting its early-stage operational status and associated uncertainties.)

Going concern

An assumption that a company will continue to operate for the foreseeable future. Auditors express doubt about a company's ability to continue as a going concern if there are significant financial or operational challenges. (The independent auditors' report raises substantial doubt about Neolara Corp.'s ability to continue as a going concern, a critical warning for investors.)

Transfer Agent

A firm that handles administrative tasks for a company's stock, such as issuing new shares, canceling old shares, and maintaining shareholder records. (Increased Transfer Agent fees contributed to the rise in Neolara Corp.'s operating expenses.)

Depository Trust Company (DTC)

A U.S. company that acts as a central securities depository, providing clearing and settlement services for stock trades. DTC eligibility is often necessary for a stock to be traded easily on major exchanges. (DTC eligibility fees were a significant factor in the increase of Neolara Corp.'s general and administrative expenses.)

Coconut fiber concrete

A building material that incorporates coconut fiber into a concrete mixture, typically to increase strength and reduce the amount of Portland cement needed. (This is Neolara Corp.'s core technology, acquired through Futureproof Eco Solutions LLC, offering potential benefits like increased compressive strength and reduced cement consumption.)

Related party advances

Loans or financial contributions made by individuals or entities that have a close relationship with the company, such as major shareholders or management. (A substantial portion of Neolara Corp.'s current liabilities ($90,713 out of $90,812) consists of related party advances, indicating a high degree of financial dependence on these sources.)

Year-Over-Year Comparison

Neolara Corp. reported a 36.9% increase in revenue to $29,150 for fiscal year 2025, up from $21,300 in 2024, indicating some top-line growth. However, this was overshadowed by a substantial 64.8% increase in net loss to $23,688, driven by a 63.4% surge in operating expenses, particularly G&A costs like Transfer Agent and DTC fees. Total assets decreased from $78,845 in 2024 to $67,469 in 2025, while current liabilities increased from $78,500 to $90,812, with a significant portion now being related party advances. The company's going concern status remains a critical concern, as highlighted by its auditors.

Key Financial Figures

• $0.0001 — change Act: ordinary shares, par value $0.0001 per share Indicate by check mark if t
• $67,469 — of June 30, 2025 our total assets were $67,469 and our total current liabilities were
• $90,812 — and our total current liabilities were $90,812. We are providing a useful and effecti
• $200 — ock to a president for cash proceeds of $200 at $0.0001 per share. During the year
• $1,500 — es of common stock for cash proceeds of $1,500 at $0.03 per share. In July 2023, the
• $0.03 — on stock for cash proceeds of $1,500 at $0.03 per share. In July 2023, the Company i
• $7,080 — es of common stock for cash proceeds of $7,080 at $0.03 per share. In August 2023, th
• $8,430 — es of common stock for cash proceeds of $8,430 at $0.03 per share. In October 2023, t
• $6,270 — es of common stock for cash proceeds of $6,270 at $0.03 per share. 5 In November 20
• $1,380 — es of common stock for cash proceeds of $1,380 at $0.03 per share. In December 2023,
• $7,050 — es of common stock for cash proceeds of $7,050 at $0.03 per share. In January 2024, t
• $3,600 — es of common stock for cash proceeds of $3,600 at $0.03 per share. There were 3,177,0
• $29,150 — 2025 and 2024 the Company has generated $29,150 and $21,300 in revenues, respectively.
• $21,300 — 4 the Company has generated $29,150 and $21,300 in revenues, respectively. Total revenu
• $7,850 — , respectively. Total revenue increased $7,850, or 36.9%, to $29,150 for the fiscal ye

Filing Documents

• neolara_10k-063025.htm (10-K) — 379KB
• neolara_ex1900.htm (EX-19) — 45KB
• neolara_ex3101.htm (EX-31.1) — 10KB
• neolara_ex3102.htm (EX-31.2) — 10KB
• neolara_ex3201.htm (EX-32.1) — 4KB
• image_001.jpg (GRAPHIC) — 4KB
• 0001683168-25-007116.txt ( ) — 2310KB
• nelr-20250630.xsd (EX-101.SCH) — 17KB
• nelr-20250630_cal.xml (EX-101.CAL) — 25KB
• nelr-20250630_def.xml (EX-101.DEF) — 40KB
• nelr-20250630_lab.xml (EX-101.LAB) — 196KB
• nelr-20250630_pre.xml (EX-101.PRE) — 157KB
• neolara_10k-063025_htm.xml (XML) — 148KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 6 Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk. 8 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 9 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 10 Item 9A.

Controls and Procedures

Controls and Procedures. 10 Item 9B. Other Information. 11 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 11 PART III Item 10. Directors, Executive Officers and Corporate Governance. 12 Item 11.

Executive Compensation

Executive Compensation. 13 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 14 Item 13. Certain Relationships and Related Transactions, and Director Independence. 15 Item 14. Principal Accounting Fees and Services. 15 PART IV Item 15. Exhibits and Financial Statement Schedules. 16 Item 16. Form 10–K Summary. 16

Forward-looking Statements

Forward-looking Statements Form 10-K that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. Financial information contained in this report and in our financial statements is stated in United States dollars and are prepared in accordance with United ii PART I

Business

Item 1. Business. Description of Business Neolara Corp. (the "Company") is a development company on start-up stage, formed to commence operations concerned with turnkey construction of buildings and building materials. We were incorporated under the laws of the state of Wyoming on June 09, 2022. From our formation we were engaged in the business of namely the development, marketing and business process analysis, problem solving and general business services by our Chief Executive Officer ("CEO") and President Mr. Quesada Murillo. Our executive and business office is located at Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica, and our telephone number is +1 307 269 0177. Our website address is - https://neolara-construction.com/ We maintain our statutory registered agent's office at 30 N Gould St Ste R, Sheridan, WY 82801. The Company has only recently commenced operations as a development-stage company, and it has limited operating history and is expected to experience losses in the near term. The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. We are a development stage company and currently have limited revenues and we have incurred losses since inception. As of June 30, 2025 our total assets were $67,469 and our total current liabilities were $90,812. We are providing a useful and effective type of construction service. Neolara Corp. is a construction and architectural company that provide s services including General Contractor, Design & Consultant, Design & Build, Construction Project Management and Turnkey Construction of various types of buildings (private houses, high-rise buildings, shopping centers, non-residential premises etc.). Our company mainly engages in supplying coconut fiber concrete and engineering services. We are offering our construction services to the clients in Costa Rica and in the future we are goi

Risk Factors

Item 1A. Risk Factors. Not applicable to smaller reporting companies. Item 1B. Unresolved Staff Comments. Not applicable to smaller reporting companies. Item 1C. Cybersecurity. In 2025, we did no t identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. Item 2. Properties. We do not own any real estate or other properties. Item 3. Legal Proceedings. We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened, or contemplated or any unsatisfied judgments against us.

Mine Safety

Item 4. Mine Safety Disclosures. Not applicable. 4 PART II

Market for Registrant's Common

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. MARKET INFORMATION There is a limited public market for our common shares. Our common shares are not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company's operations or business prospects. We cannot assure you that there will be a market in the future for our common stock. As of June 30, 2025, no shares of our common stock are traded. HOLDERS As of June 30, 2025, the Company had 3,177,000 shares of our common stock issued and outstanding held by a total of 51 shareholders of record. DIVIDEND POLICY We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS We have no equity compensation or stock option plans. RECENT SALES OF UNREGISTERED SECURITIES The Company has 75,000,000, $0.0001 par value shares of common stock authorized. During the year ended June 30, 2022, the Company issued 2,000,000 shares of common stock to a president for cash proceeds of $200 at $0.0001 per share. During the year ended June 30, 2023, the Company issued 50,000 shares of common stock for cash proceeds of $1,500 at $0.03 per share. In July 2023, the Company issued 236,000 shares of common stock for cash proceeds of $7,080 at $0.03 per share. In August 2023, the Company issued 281,000 shares

Management's

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations for the years ended June 30, 2025 and 2024: Results of Operation Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. Years Ended June 30, 2025 and 2024: During the years ended June 30, 2025 and 2024 the Company has generated $29,150 and $21,300 in revenues, respectively. Total revenue increased $7,850, or 36.9%, to $29,150 for the fiscal year ended June 30, 2025 from $21,300 for the fiscal year ended June 30, 2024. The increase in revenue was due to the Company's expanding operations and increased sales activities. The cost of goods sold for the years ended June 30, 2025 and 2024 were $6,881 and $7,550. For the years ended June 30, 2025 and 2024 operating expenses were $45,957 and $28,127, respectively. Operating expenses consist of mainly amortization expenses and general and administrative expenses. Operating expenses increased $17,830, or 63.4%, to $45,957 for the fiscal year ended June 30, 2025 from $28,127 for the fiscal year ended June 30, 2024. The increase in total operating expenses was primarily due to higher general and administrative expenses which increased due to Transfer Agent fees and Depository Trust Company ("DTC") eligibility fees. The net loss for the years ended June 30, 2025 and 2024 was $23,688 and $14,377, respectively. Net loss increased $9,311, or 64.8%, to $23,688 for the fiscal year ended June 30, 2025 from $14,377 for the fiscal year ended June 30, 2024. Net loss increased

Quantitative

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable to smaller reporting companies. 8

Financial

Item 8. Financial NEOLARA CORP.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 6580) F-1 Balance Sheets as of June 30, 2025 and 2024 F-2 F-3

View Full Filing

View this 10-K filing on SEC EDGAR