NEOLARA CORP. 10-K

 false 2024 FY 0001941360

 2023-12-31

 2024-09-27

 2022-06-30

 2022-06-30

 2022-06-30

 2022-06-30

 srt: DirectorMember

 2022-06-08
 2022-06-10

 2023-07-31

 2023-08-01
 2023-08-31

 2023-10-01
 2023-10-31

 2023-11-01
 2023-11-30

 2023-12-01
 2023-12-31

 2024-01-01
 2024-01-31

 NONE:FutureproofEcoSolutionsMember

 srt: PresidentMember

 srt: PresidentMember

 srt: PresidentMember

 srt: PresidentMember

 2024-04-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 Mark One

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended June 30, 2024

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. 333-267330

 (Exact name of registrant as specified in its charter)

 Wyoming

 1520

 EIN 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

 +1 307 2690177

 neolaracorp@gmail.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

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

 None

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

 Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

 Yes
 No

 Indicate by checkmark whether the issuer: (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes
 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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 Indicate by checkmark whether the issuer has filed
all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution
of securities under a plan confirmed by a court. Yes No

 State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal
quarter. $ 0

 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 September 27, 2024

 Common Stock: $0.0001

 3,177,000

 Page

 Item 1.

 Description of Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2

 Description of Property

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Common Equity and Related Stockholder Matters

 Item 6.

 Selected Financial Data

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 10.

 Directors, Executive Officers, Promoters and Control Persons of the Company

 Item 11.

 Executive Compensation

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits

 Signatures

 i

 Forward-looking Statements

 Statements made in this 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 States generally
accepted accounting principles.

 Item 1. Description of
Business

 Description of Business

 Neolara Corp. 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 CEO, sole Officer and Director 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 -

 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
no revenues or significant assets and we have incurred losses since inception. As of June 30, 2024 our total assets were $78,845 and our
total current liabilities were $78,500.

 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 going
to spread our services to other countries.

 We bought a company Futureproof Eco Solutions LLC
because of its unique registration of the patent, the Company Purchase Agreement is filed as Exhibit 10.3 to the Registration Statement
of 04/18/2023. This patent is about: the invention relates to the production of lightweight concrete based on Portland cement and wood
filler and can be used for the manufacture of building material intended for industrial, agricultural and civil construction. The mixture
consists of Portland cement, wood filler, calcium chloride and water. The mixture also contains sand as a binder additive. Additionally,
to increase the strength of the material, coconut fiber is added to the mixture in an amount of 5%. The achieved technical result is that
the mixture has a compressive strength 1.2-1.5 times greater than standard building mixtures. In addition, the consumption of Portland
cement is reduced by an average of 20%.

 Description of the patent:

 The patent which we have purchased together with the
Company Futureproof Eco Solutions LLC is about:

 Coconut husks are a byproduct of coconut processing,
and coir fiber can be produced cheaply and efficiently anywhere in the world. Since concrete is the most commonly used construction material
in the world, it would certainly be beneficial to find ways to increase its stability and strength. Coir fiber has been shown to be an
effective material for reinforcing concrete, a valuable use for a byproduct of coconut processing.

 Using coir fiber reduces the rate of the depletion
of other natural resources and provides positive economic returns for coconut cultivators. Coir fiber is the toughest of all of the natural
fibers. Rigorous testing has shown that coir fiber-reinforced concrete is stronger than concrete without coir fiber and has improved mechanical
and dynamic properties.

 Coconut fibers mitigate crack development in concrete
structures that are near water or in places where structures are prone to other environmental stresses, such as earthquakes.

 Since coconut fiber is not as dense as concrete, it
reduces the overall weight of a structure, making it ideal for producing a lightweight form of concrete. Coir also has low thermal conductivity,
which allows for natural cooling. oconut fiber has great potential as a replacement for steel as a material for reinforcing concrete.
It is also beneficial because it is strong, cheap to make, and naturally cooling.

 Coir fiber-reinforced concrete has many advantages.
Since coir fiber is a byproduct of coconut processing, it is a readily available substance, and utilizing coir in buildings has positive
cost-benefit implications.

 Coir, as a natural reinforcement material, can be
collected cheaply and efficiently using local labor and technology. With the quest to find affordable housing options for rural and urban
populations around the world still unfinished, developers must start looking at new building methods and incorporating alternative, innovative
measures. Research into coconut fiber suggests that it has significant potential as a durable, low-cost building material.

 Our business intendeds to provide clients with
a convenient and effective construction consulting services via multiple communication channels: phone calls, chat and messenger. Our
Neolara website enables consumers to find the best construction workers for their needs and get real-time professional consultation from
highly experienced builders.

 We are offering such services to our clients:

 turnkey construction

 Turnkey construction is a building solution that drastically
simplifies things for the owner of the future project. With this type of project, the contractor is given the responsibility for design
and construction work. The owner needs only wait for the contractor get the job done, and then when the project is finished, he
or she is able to "turn the key" and start using the new building or facility.

 We plan to build not only residential but also
commercial real estate:

 Private houses, high-rise buildings, flats, apartments, farm houses - these are the largely sold residential properties. Built amidst the excellent infrastructure and equipped with all modern facilities, each of these properties has its own charm;

 Commercial complexes, warehouses and offices. These properties we plan to construct with modern amenities and spacious interiors to accommodate all goods and office equipment efficiently;

 Retail shopping malls and community centers. We will construct shopping malls and community centers keeping in mind the shopping needs of the consumers these days;

 Staff quarters and hostels;

 Restaurants, hotels, food courts, banquet halls and auditoriums;

 Buildings for hospitals and nursing homes.

 Competition

 The market of construction and building materials
is highly competitive. Our competitors are substantially larger and more experienced than us and have longer operating histories and have
materially greater financial and other resources than us.

 Marketing

 We intend to conduct marketing activities in such
ways:

 to embrace social media (Facebook, Twitter, Instagram, Linked In).
 These platforms can help us to build a great referral community to "pass on" our name and advertise our services by word
 of mouth via the Internet.

 to create a newsletter. We will use a newsletter to
 highlight projects we are working on or have completed. Newsletters will be the perfect tool for establishing and maintaining a
 relationship with our customers.

 to make an impact with video. Creating just one video can provide us with a marketing tool that can be on our website, in our social media posts and emailed out in our newsletter.

 to build a partnership. No building is made up of only one material. Partnerships are essential in the construction business. And, they can be terrific lead builders. We have to work with trusted vendors to build a partnership list. Linked In is one of the best platforms for sourcing potential partners.

 to use PPC (pay per click) to bring in qualified leads. PPC, also known as paid advertising, is a highly effective way to get us in front of the right audience and garner more qualified leads.

 to establish a great website (we are planning to add
 "Construction Calculator" service to our website).

 to place outdoor display advertisements in public transportation terminals, in residential complexes in selected cities, in shopping centers, in construction stores and to rent billboards in Costa Rica.

 intend to cooperate with media platforms and place banner advertisements or advertorials on construction-focused platforms.

 Bankruptcy or Similar Proceedings

 We have never been subject to bankruptcy, receivership
or any similar proceeding.

 Employees; Identification of certain significant
employees

 We have no employees other than our sole officer and
director, Julio Antonio Quesada Murillo.

 Insurance

 We do not maintain any insurance and do not intend
to maintain insurance in the future.

 Facilities and Executive Offices

 Our corporate headquarters is located at Contiguo
a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas, 60801, Costa Rica and our phone number is +1 307 269 0177. Further,
this space has been provided by our sole executive Mr. Julio Antonio Quesada Murillo free of cost. We consider our current principal office
space arrangement adequate and will reassess our needs based upon the future growth of the company.

 Government and industry regulation

 We are subject to applicable laws and regulations
that relate directly or indirectly to our operations including United States securities laws. We are required to comply with all
regulations, rules and directives of governmental authorities and agencies applicable to our services in Costa Rica and any other jurisdiction
where we might conduct activities. We believe that government regulation has no material impact on the way we conduct our business.

 Item 1A. Risk Factors

 Not applicable to smaller
reporting companies.

 Item 1B. Unresolved Staff
Comments

 Not applicable to smaller
reporting companies.

 Item 1C. Cybersecurity

 None.

 Item 2. Description of
Property

 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.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Common Equity and Related
Stockholder Matters

 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, 2024, no shares
of our common stock are traded.

 HOLDERS

 As of June 30, 2024, 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 director 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
of common stock for cash proceeds of $8,430 at $0.03 per share.

 In October 2023, the Company issued 209,000 shares
of common stock for cash proceeds of $6,270 at $0.03 per share.

 In November 2023, the Company issued 46,000 shares
of common stock for cash proceeds of $1,380 at $0.03 per share.

 In December 2023, the Company issued 235,000 shares
of common stock for cash proceeds of $7,050 at $0.03 per share.

 In January 2024, the Company issued 120,000 shares
of common stock for cash proceeds of $3,600 at $0.03 per share.

 There were 3,177,000 and 2,050,000 shares of common
stock issued and outstanding as of June 30, 2024 and 2023, respectively.

 OTHER STOCKHOLDER MATTERS

 None.

 Item 6. Selected Financial
Data

 Not applicable to smaller
reporting companies.

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

 Results of Operations
for the years ended June 30, 2024 and 2023:

 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, 2024 and 2023:

 During the years ended June
30, 2024 and 2023 we have generated $21,300 and $7,800 in revenues, respectively. The cost of goods sold for the years ended June 30,
2024 and 2023 were $7,550 and $4,800. The increase in revenue for the fiscal year ended June 30, 2024, compared to the previous
fiscal year, was due to the Company's expanding operations and increased sales activities.

 For the year ended June 30, 2024 and 2023 operating
expenses were $28,127 and $23,588, respectively. Operating expenses consist of mainly amortization expenses and general and administrative
expenses. The increase in total operating expenses for the fiscal year ended June 30, 2024, compared to the previous fiscal year, was
primarily due to higher general and administrative expenses which increased due to audit fees.

 Our net loss for the years
ended June 30, 2024 and 2023 was $14,377 and $20,588, respectively. Net loss for the fiscal year ended June 30, 2024, increased because
the growth in revenue for the same period exceeded the growth in operating expenses.

 Liquidity and Capital Resources

 As of June 30, 2024, our
total assets were $78,845 consisting of cash of $29,345 and intangible assets of $49,500, while our current liabilities were $78,500 consisting
of related party advances.

 As of June 30, 2023, our
total assets were $64,450 consisting of cash of $12,200 and intangible assets of $52,250, while our current liabilities were $83,538 consisting
of deferred income of $7,920 and related party advances of $75,618.

 Cash Flows from Operating Activities for years
ended June 30, 2024 and 2023

 For the year ended June 30, 2024, net cash flows used
in operating activities was $(19,547) due to its net loss of $14,377, amortization expense of $2,750 and decrease in deferred income of
$7,920.

 For the year ended June 30, 2023, net cash flows used
in operating activities was $(9,918) due to its net loss of $20,588, amortization expense of $2,750 and increase in deferred income
of $7,920.

 Cash Flows from Investing Activities

 We have not generated cash flows from investing activities
for the years ended June 30, 2024 and 2023.

 Cash Flows from Financing Activities

 For the year ended June 30, 2024, net cash flows provided
by financing activities was $36,692 due to net proceeds from the share issuance $33,810 and related party loan $2,882. For
the year ended June 30, 2023, net cash flows provided by financing activities was $22,118 due to net proceeds from the share issuance
$1,500, related party loan $75,618 and notes payable ($55,000).

 Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

 Critical Accounting Policies and Recent Accounting
Pronouncements

 The preparation of financial statements in accounting
principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have
a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results
could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair
presentation of their financial condition and results of operations for the periods presented.

 Item 7A.
Quantitative and Qualitative Disclosures about Market Risk

 Not applicable to smaller
reporting companies.

 Item 8. Financial Statements
and Supplementary Data

 FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm ( PCAOB ID 6580)

 Report of Independent Registered Public Accounting Firm (PCAOB ID 6778)

 Balance Sheets as of June 30, 2024 and 2023

 Statements of Operations for the years ended June 30, 2024 and 2023

 Statements of Changes in Stockholders' Equity (Deficit) as of June 30, 2024 and 2023

 Statements of Cash Flows for the years ended June 30, 2024 and 2023

 Notes to the Audited Financial Statements

 Report of Independent Registered Public Accounting
Firm

 To the Board of Directors and Shareholders

 of Neolara Corp.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet
of Neolara Corp.. (the Company) as of June 30, 2024, and the related statements of operations, stockholders' equity (deficit), and
cash flows for the year then ended and the related notes (collectively referred to as the financial statements).

 In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the results of its operations and its
cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 The financial statements of the Company as of
June 30, 2023, were audited by other auditors whose report dated August 29, 2023, expressed an unqualified opinion on those statements.

 Going Concern Considerations

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has
not achieved profitable operations, which raises substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ GreenGrowth CPAs

 September 27, 2024

 We have served as the Company's auditor since 2024.

 Los Angeles, California

 PCAOB ID Number 6580

 Report of Independent Registered Public Accounting
Firm

 Board of Directors and Shareholders

 Neolara Corp

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Neolara
Corp (the "Company") as of June 30, 2023 and 2022, respectively, and the related statements of operations, statements of stockholders'
deficit, and cash flows for the year ended June 30, 2023 and the period from June 9, 2022 (inception) through June 30, 2022, and the related
notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and its
cash flows for the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility of the entity's
management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over
financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over
financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Going Concern Uncertainty

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in note 3 to the financial statements, the Company has incurred
losses since inception of $25,668. These factors create an uncertainty as to the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

 Emphasis of Matters-Risks and Uncertainties

 The Company is not able to predict the ultimate
impact that COVID -19 will have on its business. However, if the current economic conditions continue, the pandemic could have an
adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company plans
to operate.

 /s/ Gries & Associates, LLC

 We have served as the Company's auditor since 2022.

 Denver, CO

 August 29, 2023

 BALANCE SHEETS

 June 30,
 2024

 June 30,
 2023

 ASSETS

 Cash and Cash Equivalents

 $
 29,345

 $
 12,200

 Intangible Assets, net

 49,500

 52,250

 TOTAL ASSETS

 $
 78,845

 $
 64,450

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 Deferred Income

 $
 –

 $
 7,920

 Related Party Advances

 78,500

 75,618

 Total Liabilities

 78,500

 83,538

 STOCKHOLDERS' EQUITY (DEFICIT):

 Common stock: $ 0.0001 par value, 75,000,000 shares authorized, 3,177,000 and 2,050,000 shares issued and outstanding

 Additional Paid-in Capital

 35,192

 1,495

 Accumulated Equity (Deficit)

 ( 35,165
)

 ( 20,788
)

 Total Stockholders' Equity (Deficit)

 ( 19,088
)

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 $
 78,845

 $
 64,450

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

 STATEMENTS OF OPERATION

 For the year ended

 For the year ended

 REVENUE:

 Sales

 $
 21,300

 $
 7,800

 Total Revenues

 21,300

 7,800

 Cost of Goods Sold

 7,550

 4,800

 Gross Profit

 13,750

 3,000

 EXPENSES:

 Amortization Expenses

 2,750

 2,750

 General and Administrative Expenses

 25,377

 20,838

 Total Expenses

 28,127

 23,588

 Loss Before Income Taxes

)

)

 Provision for Income Taxes

 –

 –

 NET LOSS

 $
)

 $
)

 Net loss per common share - basic

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average number of common shares outstanding - basic

 2,878,697

 2,003,085

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

 STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

 For the years ended June 30, 2024 and 2023

 Additional

 Total

 Common Stock

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Equity (Deficit)

 Balance as of June 30, 2022

 2,000,000

 $

 $
 –

 $
 ( 200
)

 $
 –

 Issuance of common stock

 50,000

 1,495

 –

 1,500

 Net loss

 –

 –

 –

)

)

 Balance as of June 30, 2023

 2,050,000

 $

 $
 1,495

 $
 ( 20,788
)

 $
 ( 19,088
)

 Issuance of common stock

 1,127,000

 33,697

 –

 33,810

 Net loss

 –

 –

 –

)

)

 Balance as of June 30, 2024

 3,177,000

 $

 $
 35,192

 $
 ( 35,165
)

 $

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

 STATEMENTS OF CASH FLOWS

 For the year ended

 For the year ended

 Cash Flows from Operating Activities:

 Net Loss

 $
)

 $
)

 Amortization Expenses

 2,750

 2,750

 Deferred Income

 ( 7,920
)

 7,920

 Net cash used in operating activities

 ( 19,547
)

 ( 9,918
)

 Cash Flows from Financing Activities:

 Notes Payable

 –

 ( 55,000
)

 Proceeds from Issuance of Common Stock

 33,810

 1,500

 Related Party Advances

 2,882

 75,618

 Net cash provided by financing activities

 36,692

 22,118

 OVERVIEW

 Net increase in cash and cash equivalents

 17,145

 12,200

 Cash and cash equivalents, beginning of the period

 12,200

 –

 Cash and cash equivalents, end of the period

 $
 29,345

 $
 12,200

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

 NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 Neolara Corp. (the "Company") was incorporated
in June 2022 under the laws of the State of Wyoming. We are providing a useful and effective type of construction service. Neolara Corp.
is a construction and architectural company that provides 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 going to spread our services
to other countries.

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of presentation

 The accompanying financial statements have been prepared
in accordance with generally accepted accounting principles in the United States of America ("GAAP"), and pursuant to the
rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal
recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash
flows of the Company for the period from inception (June 9, 2022) to June 30, 2024.

 The Company has adjusted certain previously reported
amounts in its balance sheets as of and for the year ended June 30, 2023 to reflect the recording of the deferred cost, netting the corresponding
deferred revenue and the subsequent recognition in the income statements for an amount of $ 4,880 which was originally recognized
as cost of goods sold. This adjustment did not materially impact the financial position and the result of operations of the Company for
the year indicated.

 Going Concern

 The accompanying financial statements have been prepared
in conformity with GAAP, which contemplates continuation of the Company as a going concern. As a development-stage company, the Company
had limited revenues and incurred losses as of June 30, 2024. The Company had an accumulated deficit of $ 35,165 as of June 30, 2024 and
had a net loss of $ 14,377 for the year ended June 30, 2024. The Company currently has limited working capital, and has not completed its
efforts to establish a stabilized source of revenue sufficient to cover operating costs over an extended period of time.

 Management anticipates that the Company will be dependent,
for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will
be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the
Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 Use of Estimates

 The preparation of financial statements with accounting
principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have
a material impact on Neolara Corp.'s financial condition and results of operations during the period in which such changes occurred.
Actual results could differ from those estimates. Neolara Corp.'s financial statements reflect all adjustments that management believes
are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

 Cash and Cash Equivalents

 The Company considers all highly liquid investments
with original maturities of three months or less to be cash equivalents.

 Revenue Recognition

 The Company recognizes revenue in accordance with Accounting Standards
Update ("ASU") No. 2014-09, "Revenue from Contracts with Customer". The Company applies the following five
steps in order to determine the appropriate amount of revenue to be recognizes as it fulfills its obligations under each of its agreements:

 Step 1: Identify the contract with a customer

 Step 2: Identify the performance obligations in the
contract

 Step 3: Determine the transaction price

 Step 4: Allocate the transaction price to the performance
obligations in the contract

 Step 5: Recognize revenue when (or as) the entity
satisfies a performance obligation

 The Company recognizes revenue when the services are
completed and delivered in accordance with the terms of the contract.

 Loss Per Share

 The Company reports loss per share in accordance with
ASC 260, "Earnings per Share". Basic loss per share is computed by dividing net loss by the weighted-average number
of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net loss by the weighted-average
number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. There
were no dilutive securities as of June 30, 2024 and 2023.

 The following table shows the calculation of diluted shares:

 Schedule of weighted average shares

 Years ended
 June 30,

 2024

 2023

 Shares used in computation of basic earnings per share

 2,878,697

 2,003,085

 Total dilutive effect of outstanding stock awards

 –

 –

 Shares used in computation of diluted earnings per share

 2,878,697

 2,003,085

 Intangible Assets

 The Company follows the provisions of ASC 350, "Intangibles-Goodwill
and Other". Definite-lived intangible assets represent developed technology, non-compete agreements, customer related intangible
assets, patents, trademark and trade names and are amortized over their estimated useful lives, generally on a straight-line basis. Indefinite
lived intangible assets relate to domain names owned by the Company.

 Intangible assets with indefinite lives are tested
for impairment at least annually and when events or changes in circumstances indicate that, more-likely-than-not, the asset is impaired.
Significant judgment is required in estimating fair values and performing indefinite-lived intangible asset impairment tests.

 Income Taxes

 Income taxes are accounted for under the asset and
liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance on deferred tax
assets is established when management considers it is more likely than not that some portion or all of the deferred tax assets will not
be realized.

 Tax benefits from an uncertain tax position are only
recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the
technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the
largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Interest and penalties related
to unrecognized tax benefits are recorded as incurred as a component of income tax expense. The Company has not recognized any tax benefits
from uncertain tax positions for any of the reporting periods presented.

 Recent Accounting Pronouncements

 The Company has reviewed all recently issued, but
not yet effective, accounting pronouncements and does not believe any of these pronouncements will have a material impact on the Company.

 NOTE 3 – STOCKHOLDERS' DEFICIT

 The Company has 75,000,000, $ 0.0001 par value
shares of common stock authorized.

 On June 10, 2022, the Company issued
 2,000,000 shares of common stock to a director 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
of common stock for cash proceeds of $ 8,430 at $0.03 per share.

 In October 2023, the Company issued 209,000 shares
of common stock for cash proceeds of $ 6,270 at $0.03 per share.

 In November 2023, the Company issued 46,000 shares
of common stock for cash proceeds of $ 1,380 at $0.03 per share.

 In December 2023, the Company issued 235,000 shares
of common stock for cash proceeds of $ 7,050 at $0.03 per share.

 In
January 2024, the Company issued 120,000 shares of common stock for cash proceeds of $ 3,600 at $0.03 per share.

 There were 3,177,000 and 2,050,000 shares of common
stock issued and outstanding as of June 30, 2024 and 2023, respectively.

 NOTE 4 – INTANGIBLE ASSETS

 The Company's intangible assets consist of cost of
business acquisition, including business assets, patent, trade names and leasehold rights.

 We bought a company Futureproof Eco Solutions LLC
because of its unique registration of the patent. This patent is about: the invention relates to the production of lightweight concrete
based on Portland cement and wood filler and can be used for the manufacture of building material intended for industrial, agricultural
and civil construction. The purchase price of $ 55,000 was determined based on future potential rewards expected from the patent. The patent
will be amortized on a straight-line basis over 20 years.

 Intangible Assets as of June 30, 2024 and 2023 were
as follows:

 Schedule of intangible assets

 Cost

 $
 55,000

 $
 55,000

 Accumulated amortization

 5,500

 2,750

 Total

 $
 49,500

 $
 52,250

 NOTE 5 – RELATED PARTY TRANSACTIONS

 As of June 30, 2024 and 2023, the Company's president has loaned
to the Company $ 78,500 and $ 75,618, respectively. This loan is unsecured, non-interest bearing and due on demand.

 During the years ended June 30, 2024 and 2023, the president provided services
to the Company, totaling $ 7,550 and $ 4,800, respectively.

 NOTE 6 – INCOME TAXES

 The components of the Company's provision for
Federal income tax for the years ended June 30, 2024 and 2023 consists of the following:

 Schedule of reconciliation of income tax

 Year ended

 Year ended

 Federal income tax benefit attributable to:

 Current Operations

 $
 35,165

 $
 20,788

 Less: valuation allowance

 ( 35,165
)

 ( 20,788
)

 Net provision for Federal income taxes

 $
 –

 $
 –

 The cumulative tax effect at the expected rate of
21% of significant items comprising our net deferred tax amount is as follows:

 Schedule of deferred tax assets

 Year ended

 Year ended

 Deferred tax asset attributable to:

 Net operating loss carryover

 $

 7,385

 $

 4,365

 Less: valuation allowance

 ( 7,385

)

 ( 4,365

)

 Net deferred tax asset

 $

 –

 $

 –

 Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carry forwards of approximately $ 7,385 as of June 30, 2024 and $ 4,365 as of June 30, 2023, for
Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry
forwards may be limited as to use in future years.

 NOTE 7 – SUBSEQUENT EVENTS

 In accordance with ASC 855-10, the Company has analyzed
its operations subsequent to June 30, 2024, through the date when financial statements were issued, and has determined that it does not
have any material subsequent events to disclose in these financial statements.

 Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and
Procedures

 The Company is responsible
for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's
management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.

 An assessment was conducted
with the participation of our principal executive and principal financial officer of the effectiveness of the design and operation of
our disclosure controls and procedures as of June 30, 2024. Based on that evaluation, our management concluded that our disclosure controls
and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit
under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 Management's Report
on Internal Control over Financial Reporting

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company's
internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted
in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the
supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted
an evaluation of the effectiveness of the Company's internal control over financial reporting as of June 30, 2024, using the criteria
established in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO - 2013").

 A material weakness is a
deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely
basis. In its assessment of the effectiveness of internal control over financial reporting as of June 30, 2024, the Company determined
that there were control deficiencies that constituted material weaknesses, as described below.

 1.

 We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities.

 2.

 We did not maintain appropriate cash controls – As of June 30, 2024, the Company has not maintained sufficient internal controls over financial reporting for cash, including failure to segregate cash handling and accounting functions, and did not require dual signatures on the Company's bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in its bank accounts.

 3.

 We did not implement appropriate information technology controls – As at June 30, 2024, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company's data or off-site storage of data in the event of theft, misplacement, or loss due to unmitigated factors.

 Accordingly, the Company
concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company's internal controls.

 As a result of the material
weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting
as of June 30, 2024 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 Changes in Internal Controls
over Financial Reporting

 There has been no change
in our internal control over financial reporting occurred during the year ended June 30, 2024, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information

 During the quarter ended June 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule
10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

 Item 10. Directors, Executive
Officers, Promoters and Control Persons of the Company

 DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS

 Our executive officer's and
director's and their respective ages are as follows:

 Name

 Age

 Positions

 Julio Antonio Quesada Murillo

 President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director

 Set forth below is a brief
description of the background and business experience of our executive officers and directors for the past five years.

 BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR

 Julio Antonio Quesada Murillo, Age 35

 Mr. Julio Antonio Quesada Murillo has served as the
Company's President, Chief Executive Officer, Secretary, Treasurer and a Director since its incorporation on June 09, 2022.

 He has got a master degree in civil engineering
and bachelor degree in business management. He has spent the last 12 years in the construction industry as the Owner of
construction firm, Chief Building Engineer, the Successful leader and Investor in different startup construction projects.

 Mr. Julio Antonio Quesada Murillo has been planning
formation and operation of Neolara Corp. and we expect that his professional experience will help to develop our business.

 DIRECTOR INDEPENDENCE

 Our board of directors is
currently composed of one member, and he does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global Market). The NASDAQ independence
definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our
employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us.

 In addition, our board of
directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of
directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective
determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have
reviewed and discussed information provided by directors and us regarding to our director's business and personal activities and relationships
as they may relate to our management and us.

 INVOLVEMENT IN CERTAIN
LEGAL PROCEEDINGS

 No director, executive officer,
significant employee, or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K
in the past 10 years.

 Item 11. Executive Compensation

 EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE

 The following table sets
forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal years June
30, 2024 and 2023:

 Name and Principal Position

 Period

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)*

 Option
 Awards
 ($)*

 Non-Equity
 Incentive

 Plan
 ($)

 Nonqualified
 Deferred
 ($)

 All
 Other
 ($)

 Total

($)

 Julio Antonio Quesada Murillo,

 2024

 President

 2023

 Our sole officer and director
has not received monetary compensation since our inception to the date of this From 10-K.

 EMPLOYMENT AGREEMENTS

 Currently we don't have any employment agreements.

 DIRECTOR COMPENSATION

 The following table sets
forth director compensation as of June 30, 2024 and 2023:

 Name

 Period

 Fees
 Earned
 or Paid in Cash
 ($)

 Stock
 Awards
 ($)

 Opinion
 Awards
 ($)

 Non-Equity
 Incentive
 Plan
 ($)

 Nonqualified
 Deferred
 Earnings
 ($)

 All
 Other
 ($)

 Total
 ($)

 Julio Antonio Quesada Murillo,

 2024

 President

 2023

 We have not compensated our
directors for their service on our Board of Directors since our inception. There are no arrangements pursuant to which directors will
be compensated in the future for any services provided as a director.

 Item 12. Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The following table lists,
as of the date of this Form 10-K, the number of shares of common stock of our Company that are beneficially owned by (i) each person or
entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director
of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal
shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the
rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes
the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days.

 Under the Securities and
Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed
to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.

 The percentages below are
calculated based on 3,177,000 shares of our common stock issued and outstanding as of the date of this Form 10-K. We do not have any outstanding
warrant, options, or other securities exercisable for or convertible into shares of our common stock.

 Title of Class

 Name and Address of Beneficial Owner

 Amount and Nature

 of Beneficial Ownership

 Percent of

 Common Stock

 Common Stock

 Julio Antonio Quesada Murillo

 Contiguo a la Guardia de Asistencia Rural, San Vito, Coto Brus, Puntarenas,
 60801, Costa Rica

 2,000,000

 62.95%

 Item 13. Certain Relationships
and Related Transactions

 As of June 10, 2022 we have issued 2,000,000 shares
of company common stock valued at 0.0001 per share to Julio Antonio Quesada Murillo in the capacity of Director of the Company for providing
services such as company incorporation, preparation of S-1, preparation year end financials for consideration of $200.

 As
of June 30, 2024, our sole director has loaned to the Company $78,500. The loan does not have any term, carries no interest and
is not secured.

 Item 14. Principal Accountant
Fees and Services

 The following table sets forth the fees billed to
our company for the years ended June 30, 2024 and 2023 for professional services rendered by GreenGrowth CPAs, the independent auditor,
and Gries & Associates, LLC, the former independent auditor, respectively:

 Fees

 2024

 2023

 Audit Fees

 $

 18,500

 $

 10,000

 Audit Related Fees

 –

 –

 Tax Fees

 –

 –

 Other Fees

 –

 –

 Total Fees

 $

 18,500

 $

 10,000

 Item 15. Exhibits

 Number

 Description

 23.1

 Consent of Registered Independent Public Accountants

 31.1

 Certification of Chief Executive
 Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 31.2

 Certification of Chief Financial Officer
 pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

 32.1

 Certification of principal executive 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

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 The cover page to this Quarterly Report on Form 10-Q has been formatted

 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 September 27, 2024.

 By:

 /s/ Julio Antonio Quesada Murillo

 Name:

 Julio Antonio Quesada Murillo

 Title:

 President, Officer and Sole Director, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Principal Accounting