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December 5, 2022
Julio Murillo
Chief Executive Officer
Neolara Corp.
Contiguo a la Guardia de Asistencia Rural
San Vito, Coto Brus
Puntarenas, 60801, Costa Rica
Re:Neolara Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 16, 2022
File No. 333-267330
Dear Julio Murillo:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 26, 2022, letter.
Amendment no. 2 to Registration Statement on Form S-1
General
1.We note your response to comment 1 and reissue our comment.  It appears you have no
revenues and nominal assets and that therefore you are a shell company as defined in Rule
405 of the Securities Act of 1933.  We note that you have only one employee, you do not
possess a patent for the "special concrete," and will not for at least two years, and that you
do not have any agreements in place for supplies, a factory, or contractors.  We also note
that you have not paid for the Futureproof Eco Solutions business, which also does not
appear to have operations.  Further, to the extent you are not able to secure the funds to
purchase Futureproof Eco Solutions within 365 days, it appears that the agreement, along

 FirstName LastNameJulio Murillo
 Comapany NameNeolara Corp.
 December 5, 2022 Page 2
 FirstName LastNameJulio Murillo
Neolara Corp.
December 5, 2022
Page 2
with the patent that this entity may hold in the future, would be null and void.  These
factors continue to suggest that your operations are more commensurate in scope with a
shell company than a start-up company.  Please disclose on the cover page and in the
description of business section that you are a shell company and add risk factor disclosure
highlighting the consequences of your shell company status.  Discuss the prohibition on
the use of Form S-8 by shell companies, and the conditions that must be satisfied before
restricted and control securities may be resold in reliance on Rule 144.
2.We note your response to comment 2 of our letter and reissue.  Section (a)(2) of Rule 419
defines a blank check company as a company that is issuing penny stock that is “a
development stage company that has no specific business plan or purpose or has indicated
that its business plan is to engage in a merger or acquisition with an unidentified company
or companies, or other entity.”  In discussing this definition in the adopting release, the
Commission stated that it would “scrutinize … offerings for attempts to create the
appearance that the registrant … has a specific business plan, in an effort to avoid the
application of Rule 419.”  See Securities Act Release No. 33-6932 (April 28, 1992).  Your
disclosure indicates that you are a development stage company with no operations and
whose only asset is a "business acquisition" for which you have not paid and for which
your disclosure indicates no plan to pay, and which also does not appear to have
operations.  In view of the foregoing, it appears that your proposed business may be
commensurate in scope with the uncertainty ordinarily associated with
a blank check company.  Accordingly, please revise your disclosure throughout your
registration statement to comply with Rule 419 of Regulation C or supplementally provide
a detailed explanation as to why Rule 419 does not apply to this offering.  If you believe
that you do not fall within the definition of a blank check company, appropriate disclosure
to demonstrate your status as a non-blank check company should be included in the
prospectus as well as a specific business plan.  Please refer to Item 101(a)(2) of
Regulation S-K.
General Information about Our Company, page 1
3.We note your response to comment 3 of our letter.  We note your disclosure that you have
contacted two companies for future negotiations to possibly produce the concrete.  Please
clarify the steps you have taken to determine whether these entities have the proper
equipment and clarify the status of your negotiations.  Please advise if you have entered
into an agreement with either or both, and file the agreements in accordance with Item
601(b)(10) of Regulation S-K.  Further, please disclose the terms of these agreements as
appropriate.  To the extent you have not entered into an agreement or taken steps to
determine the ability of these entities to produce your concrete, please clearly state this,
and clarify that, ultimately, you may not be able to find an entity to form the concrete and
add risk factor disclosure as appropriate.

 FirstName LastNameJulio Murillo
 Comapany NameNeolara Corp.
 December 5, 2022 Page 3
 FirstName LastName
Julio Murillo
Neolara Corp.
December 5, 2022
Page 3

             You may contact Eric McPhee at 202-551-3693 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Mont E. Tanner, Esq.