UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~March 326, ~~2023~~2025

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NEOLARA CORP.

(Exact name of registrant as specified in its charter)

_______________________________

Wyoming	~~333~~000-~~267330~~56687	98-1674969
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

Contiguo a la Guardia de Asistencia Rural,

San Vito, Coto Brus,

Puntarenas, 60801, Costa Rica

+1 307 269 0177

neolaracorp@gmail.com

(Address of Principal Executive Offices) (Zip Code)

307-~~655~~269-~~7303~~0177

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐☒

~~Item 4~~Section 5.01 Corporate ~~Changes~~Governance in& ~~Registrant’s Certifying Accountant.~~Management

OnItem ~~October 03,2023, NEOLARA CORP~~5.02. ~~(the~~Departure ~~“Company”) was~~of ~~informed~~Directors ~~that~~or ~~Gries~~Certain &Officers; ~~Associates,~~Election ~~LLC~~of ~~(“Gries”)~~Directors; ~~had~~Appointment ~~sold~~of ~~its~~Certain ~~business~~Officers; toCompensatory ~~GreenGrowth~~Arrangements ~~CPAs~~of ~~(“GreenGrowth”)~~Certain Officers.

OnIn ~~October~~connection 18with the Board of Meetings resolutions,~~2023~~ on March 25, 2025, ~~the~~Mr. ~~Company~~Luis ~~engaged~~Diego Chavarria Arce and ~~executed an~~Mr. ~~agreement~~Carlos ~~with~~Alvarez ~~GreenGrowth~~Rojas ~~CPAs~~were ~~(“GreenGrowth”),~~appointed as the directors of the Company’s. Mr. ~~new~~Carlos ~~independent~~Alvarez Rojas, ~~accountant~~age to51, ~~replace~~has ~~Gries~~deep experience as the owner of the construction company. Mr. Luis Diego Chavarria Arce, age 41, has experience of supervising and leading different startup projects.

The reports of Gries regarding the Company’s financial statements for the fiscal years ended June 30, 2023 and 2022, being the two most recent fiscal years for which the Company has filed audited financial statements with the Securities and Exchange Commission (the “SEC”), did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.2

~~The board of directors of the Company, acting as the audit committee, approved the decision to change independent accountants.~~SIGNATURE

~~During~~Pursuant to the ~~fiscal years ended June 30, 2023 and~~requirements ~~2022,~~of ~~and through October 18,2023,~~ the ~~Company~~Securities ~~had~~Exchange noAct ~~disagreements (as defined in Item 304(a)(1)(iv)~~ of ~~Regulation~~1934, ~~S-K and~~ the ~~related instructions~~registrant tohas ~~Item~~duly ~~304~~caused ofthis ~~Regulation~~report ~~S-K)~~to ~~with~~be ~~Gries~~signed on ~~any~~its ~~matter~~behalf ofby ~~accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to~~ the ~~satisfaction~~undersigned ~~of Gries would have caused Gries to make reference~~hereunto ~~thereto~~duly ~~in connection with its report~~authorized.

During the fiscal years ended June 30, 2023 and 2022, and through October 18,2023, the Company did not experience any reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that management of the Company discussed with Gries the continued existence of material weaknesses in the Company’s internal control over financial reporting.

	NEOLARA CORP.

Date: March 26, 2025	By:	/s/ Julio Antonio Quesada Murillo
	Name:	Julio Antonio Quesada Murillo
	Title:	Director

The Company requested Gries to furnish it with a letter addressed to the SEC stating whether or not Gries agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated October 24, 2023, is filed as Exhibit 16.1 to this current report on Form 8-K.3

During the Company’s fiscal years ended June 30, 2023 and 2022, and through October 18,2023, neither the Company nor anyone on the Company’s behalf consulted with Gries regarding any of the following:

(i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Gries concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or

(ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
16.1*		Letter from Gries & Associates, LLC
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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* Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Neolara Corp.
Date: October 24, 2023	By:	/s/ Julio Antonio Quesada Murillo
	Name:	Julio Antonio Quesada Murillo
	Title:	Chief Executive Officer

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