NEOLARA CORP. 10-K

 false 2025 FY 0001941360

 2024-12-31

 2025-09-18

 srt: PresidentMember

 2022-06-08
 2022-06-10

 2022-07-01

 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

 NELR:FutureproofEcoSolutionsMember

 srt: PresidentMember

 srt: PresidentMember

 us-gaap: SalesRevenueNetMember
 us-gaap: CustomerConcentrationRiskMember
 NELR:OneCustomerMember

 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, 2025

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

 For the transition period from ______ to _______

 Commission File No. 000-56687

 (Exact name of registrant as specified in its charter)

 Wyoming

 EIN 98-1674969

 (State or other jurisdiction of

 incorporation or Organization)

 (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:

 ordinary shares, par value $0.0001 per share

 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 18, 2025

 Common Stock: $0.0001

 Page

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 [Reserved]

 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 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 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, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 Item 15.

 Exhibits and Financial Statement Schedules.

 Item 16.

 Form 10–K Summary.

 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.

 ii

 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 -

 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 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 was 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%.

 On April 11, 2025, Neolara Corp. entered into
a Cooperation Agreement with Lorittini LLC, a Wyoming limited liability company. The purpose of this Agreement is to establish a strategic
business collaboration between the parties aimed at jointly exploring and developing innovative construction services, including the promotion
and application of coconut fiber concrete technology.

 Lorittini LLC is a private entity organized in
the State of Wyoming, with its principal office located at 1621 Central Ave, Cheyenne, WY 82001. The cooperation will include non-exclusive
collaboration in areas such as material construction, service development, and potential distribution of environmentally sustainable concrete
mixtures. The parties have also agreed to cooperate in identifying and sharing customers in mutually beneficial markets.

 This agreement does not involve the purchase or
transfer of any assets or intellectual property. Lorittini LLC does not hold any patents. Instead, the agreement represents a mutual commitment
to share knowledge, resources, customer access, and market presence for the enhancement of both parties' positions in the green
construction industry.

 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 intends 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 President,
Director, Chief Executive Officer, Chief Financial Officer ("CFO"), Treasurer and Secretary.

 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 President 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.

 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.

 Item 4. Mine Safety
Disclosures.

 Not applicable.

 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
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 shares of common stock issued
and outstanding as of June 30, 2025 and 2024, respectively.

 OTHER STOCKHOLDER
MATTERS

 None.

 Item 6. [Reserved]

 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 because the growth in operating expenses for the same period exceeded the growth in revenue.

 Liquidity and Capital Resources

 As of June 30, 2025,
our total assets were $67,469 consisting of cash of $1,034; prepaid expenses of $19,685 and intangible assets of $46,750, while our current
liabilities were $90,812 consisting of accounts payable of $99 and related party advances of $90,713.

 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.

 Cash Flows from Operating Activities for
years ended June 30, 2025 and 2024

 For the year ended June 30, 2025, net cash flows
used in operating activities was $(40,524) due to its net loss of $23,688, amortization expense of $2,750, increase in prepaid expenses
of $19,685 and increase in accounts payable of $99.

 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.

 Cash Flows from Investing Activities

 We have not generated cash flows from investing
activities for the years ended June 30, 2025 and 2024.

 Cash Flows from Financing Activities

 For the year ended June 30, 2025, net cash flows
provided by financing activities was $12,213 due to net proceeds from the related party loan.

 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.

 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.

 In November 2023, the Financial Standards Accounting
Board (FASB) issued ASU 2023-07, "Segment Reporting (Topic 280)": Improvements to Reportable Segment Disclosures. The amendments
in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief
operating decision maker ("CODM"), as well as the aggregate amount of other segment items included in the reported measure
of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how
the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early
adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements.
The Company adopted the ASU and determined that its adoption did not have a material impact on the Company's financial statements
and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information
is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company
operates and manages its business as one reportable and operating segment. The Company's CODM is the Chief Executive Officer. The
Company's CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

 The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.

 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)

 Balance Sheets as of June 30, 2025 and 2024

 Statements of Operations for the years ended June 30, 2025 and 2024

 Statements of Changes in Stockholders' (Deficit) Equity as of June 30, 2025 and 2024

 Statements of Cash Flows for the years ended June 30, 2025 and 2024

 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, 2025, and 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, 2025, and 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.

 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 18, 2025

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

 Los Angeles, California

 PCAOB ID Number 6580

 F- 1

 BALANCE SHEETS

 June 30,
 2025

 June 30,
 2024

 ASSETS

 Current Assets

 Cash and Cash Equivalents

 $
 1,034

 $
 29,345

 Prepaid Expenses

 19,685

 –

 Total Current Assets

 20,719

 29,345

 Intangible Assets, net

 46,750

 49,500

 TOTAL ASSETS

 $
 67,469

 $
 78,845

 LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

 Current Liabilities

 Accounts Payable

 $

 $
 –

 Related Party Advances

 90,713

 78,500

 Total Liabilities

 90,812

 78,500

 STOCKHOLDERS' (DEFICIT) EQUITY:

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

 Additional Paid-in Capital

 35,192

 35,192

 Accumulated (Deficit) Equity

 ( 58,853
)

 ( 35,165
)

 Total Stockholders' (Deficit) Equity

 ( 23,343
)

 TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

 $
 67,469

 $
 78,845

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

 F- 2

 STATEMENTS OF OPERATIONS

 For the year ended

 For the year ended

 REVENUE:

 Sales

 $
 29,150

 $
 21,300

 Total Revenues

 29,150

 21,300

 Cost of Goods Sold

 6,881

 7,550

 Gross Profit

 22,269

 13,750

 EXPENSES:

 Amortization Expenses

 2,750

 2,750

 General and Administrative Expenses

 43,207

 25,377

 Total Expenses

 45,957

 28,127

 Loss Before Income Taxes

)

)

 Provision for Income Taxes

 –

 –

 NET LOSS

 $
)

 $
)

 Net loss per common share – basic

 $
 ( 0.01
)

 $
 ( 0.00
)

 Weighted average number of common shares outstanding – basic

 2,878,697

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

 F- 3

 STATEMENTS OF STOCKHOLDERS' (DEFICIT)
EQUITY

 For the years ended June 30, 2025 and 2024

 Additional

 Total
 Stockholders'

 Common Stock

 Paid-in

 Accumulated

 (Deficit)

 Shares

 Amount

 Capital

 Deficit

 Equity

 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

 $

 $
 35,192

 $
 ( 35,165
)

 $

 Net loss

 –

 –

 –

)

)

 Balance as of June 30, 2025

 $

 $
 35,192

 $
 ( 58,853
)

 $
 ( 23,343
)

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

 F- 4

 STATEMENTS OF CASH FLOWS

 For the year ended

 For the year ended

 Cash Flows from Operating Activities:

 Net Loss

 $
)

 $
)

 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

 Amortization Expenses

 2,750

 2,750

 Change in operating assets and liabilities:

 Prepaid Expenses

 ( 19,685
)

 –

 Accounts Payable

 –

 Deferred Income

 –

 ( 7,920
)

 Net cash used in operating activities

 ( 40,524
)

 ( 19,547
)

 Cash Flows from Financing Activities:

 Proceeds from Issuance of Common Stock

 –

 33,810

 Related Party Advances

 12,213

 2,882

 Net cash provided by financing activities

 12,213

 36,692

 OVERVIEW

 Net increase (decrease) in cash and cash equivalents

 ( 28,311
)

 17,145

 Cash and cash equivalents, beginning of the period

 29,345

 12,200

 Cash and cash equivalents, end of the period

 $
 1,034

 $
 29,345

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

 F- 5

 NOTES TO THE FINANCIAL STATEMENTS

 JUNE 30, 2025 and 2024

 NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 Neolara Corp. was incorporated in June 2022 under
the laws of the State of Wyoming. The Company is 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.). The company mainly engages in supplying coconut fiber concrete, and engineering services. The Company is offering construction
services to the clients in Costa Rica and in the future the Company is going to spread 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 years ended June 30, 2025 and 2024.

 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, 2025. The Company had an accumulated deficit of $ 58,853 as of June 30,
2025 and had a net loss of $ 23,688 for the year ended June 30, 2025. 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.

 F- 6

 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, 2025 and 2024.

 The following table shows the calculation of diluted
shares:

 Years ended
 June 30,

 2025

 2024

 Shares used in computation of basic earnings per share

 2,878,697

 Total dilutive effect of outstanding stock awards

 –

 –

 Shares used in computation of diluted earnings per share

 2,878,697

 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.

 F- 7

 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

 In November 2023, the Financial Standards Accounting
Board (FASB) issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The
amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided
to the chief operating decision maker ("CODM"), as well as the aggregate amount of other segment items included in the reported
measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation
of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early
adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements.
The Company adopted the ASU and determined that its adoption did not have a material impact on the Company's financial statements
and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information
is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company
operates and manages its business as one reportable and operating segment. The Company's CODM is the Chief Executive Officer. The
Company's CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.

 The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.

 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 our 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.

 F- 8

 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 shares of common stock issued
and outstanding as of June 30, 2025 and 2024, 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.

 The Company purchased the entity 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.

 The Company had the following intangible assets
as of June 30, 2025 and 2024 were as follows:

 Schedule of intangible assets

 Cost

 $
 55,000

 $
 55,000

 Accumulated amortization

 8,250

 5,500

 Total

 $
 46,750

 $
 49,500

 NOTE 5 – RELATED PARTY TRANSACTIONS

 As of June 30, 2025 and 2024, the Company's
president has loaned to the Company $ 90,713 and $ 78,500, respectively. This loan is unsecured, non-interest bearing and due on demand.

 During the years ended June 30, 2025 and 2024,
the president provided services to the Company, totaling $ 0 and $ 2,670, respectively.

 NOTE 6 – INCOME TAXES

 The components of the Company's provision
for Federal income tax for the years ended June 30, 2025 and 2024 consists of the following:

 Schedule of provision for income taxes

 Year ended

 Year ended

 Federal income tax benefit attributable to:

 Current Operations

 $
 58,853

 $
 35,165

 Less: valuation allowance

 ( 58,853
)

 ( 35,165
)

 Net provision for Federal income taxes

 $
 –

 $
 –

 F- 9

 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

 $
 12,359

 $
 7,385

 Less: valuation allowance

 ( 12,359
)

 ( 7,385
)

 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 $ 12,359 as of June 30, 2025 and $ 7,385 as of June 30, 2024,
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 - MAJOR CUSTOMERS AND CREDIT RISK

 For the year ended June 30, 2025, the Company derived 100 % of its revenues
from a single customer. The loss of this customer would have a material adverse impact on the Company's operations and financial
results.

 The Company is dependent on financing provided
by its President, who is also a significant shareholder. As of June 30, 2025, all of the Company's debt financing was from the President
(see Note 5 – Related Party Transactions). The Company's ability to continue operations is reliant on the continued financial
support of the President.

 NOTE 8 – SUBSEQUENT EVENTS

 In accordance with ASC 855-10, the Company has
analyzed its operations subsequent to June 30, 2025, 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.

 F- 10

 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, 2025. 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, 2025, 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, 2025, 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, 2025, 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 of June 30, 2025, 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, 2025, 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, 2025, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information.

 During the year ended
June 30, 2025, 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 9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Item 10. Directors,
Executive Officers and Corporate Governance.

 DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS

 Our executive officers'
and directors' and their respective ages are as follows:

 Name

 Age

 Positions

 Julio Antonio Quesada Murillo

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

 Luis Diego Chavarria Arce

 Carlos Alvarez Rojas

 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 36

 Mr. Julio Antonio Quesada Murillo has served as
the Company's President, Director, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary 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.

 Luis Diego Chavarria
Arce, Age 41

 Mr. Luis Diego Chavarria
Arce is an experienced and results-oriented professional with a strong track record in leading and supervising startup projects across
multiple sectors. With a natural aptitude for innovation and business development, he has helped launch and scale numerous ventures by
providing clear strategic direction and operational leadership.

 Mr. Chavarria Arce holds
a high school education and has leveraged his real-world experience and entrepreneurial instincts to build a career focused on growth,
adaptability, and team empowerment. He is recognized for his hands-on leadership style, ability to navigate complex challenges, and commitment
to fostering collaborative, high-performance work environments. His strategic perspective brings valuable diversity and agility to the
board.

 Carlos Alvarez Rojas,
Age 51

 Mr. Carlos Alvarez Rojas
brings over three decades of practical experience in the construction industry. As the founder and owner of a well-established construction
company, he has led a wide range of infrastructure and residential development projects with a focus on quality, efficiency, and sustainability.
His expertise spans project planning, operational management, budgeting, and compliance with local and international building standards.

 Despite holding a high
school education, Mr. Alvarez Rojas has built an impressive career through dedication, hands-on learning, and an entrepreneurial spirit.
He is widely respected in the industry for his deep technical knowledge, leadership capabilities, and ability to cultivate strong partnerships
with stakeholders across the public and private sectors. His insight and experience are key drivers of the company's continued success
and strategic direction.

 DIRECTOR INDEPENDENCE

 Our board of directors
is currently composed of three members, and two of them are qualified as independent directors 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 directors 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, 2025 and 2024:

 Name and Principal Position

 Period

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)*

 Option
 Awards
 ($)*

 Non-Equity
 Incentive
 Plan
 ($)

 Nonqualified
 Deferred
 ($)

 All Other
 ($)

 Total
 ($)

 Julio Antonio Quesada Murillo,

 2025

 President, Director, CEO, CFO, Treasurer and Secretary

 2024

 Luis Diego Chavarria Arce,

 2025

 Carlos Alvarez Rojas,

 2025

 Our officers and directors
have not received monetary compensation since our inception to the date of this Form 10-K.

 EMPLOYMENT AGREEMENTS

 Currently we don't have any employment agreements.

 DIRECTOR COMPENSATION

 The following table sets
forth directors' compensation as of June 30, 2025 and 2024:

 Name and Principal Position

 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,

 2025

 President, Director, CEO, CFO, Treasurer and Secretary

 2024

 Luis Diego Chavarria Arce,

 2025

 Carlos Alvarez Rojas,

 2025

 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.

 Granting of Certain Equity Awards Close in Time to the Release of
Material Nonpublic Information

 We
do no t grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes
to the price of our common stock, and do not time the public release of such information based on award grant dates. During
the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four
business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or
furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose
of affecting the value of executive compensation.

 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, and Director Independence.

 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 President
 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, 2025, our President has loaned to the Company $ 90,713. 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, 2025 and 2024 for professional services rendered by GreenGrowth CPAs, the independent auditor,
and Gries & Associates, LLC, the former independent auditor, respectively:

 Fees

 2025

 2024

 Audit Fees

 $
 15,875

 $
 18,500

 Audit Related Fees

 –

 –

 Tax Fees

 –

 –

 Other Fees

 –

 –

 Total Fees

 $
 15,875

 $
 18,500

 Item 15. Exhibits and Financial Statement
Schedules.

 Number

 Description

 Policy Regarding Insider Trading

 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 Annual Report on Form 10-K has been formatted

 Item 16. Form 10–K Summary.

 Not applicable.

 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 18, 2025.

 By:

 /s/ Julio Antonio Quesada Murillo

 Name:

 Julio Antonio Quesada Murillo

 Title:

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

 In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities indicated.

 Signature

 Title

 Date

 /s/ Julio Antonio Quesada Murillo

 Julio Antonio Quesada Murillo

 President, Director, Treasurer and Secretary

 (Principal Executive, Financial and Accounting
 Officer)

 September 18, 2025

 /s/ Luis Diego Chavarria Arce

 Luis Diego Chavarria Arce

 September 18, 2025

 /s/ Carlos Alvarez Rojas

 Carlos Alvarez Rojas

 September 18, 2025