As filed with the Securities and Exchange Commission on March 8, 2016

Registration No. 333-209546

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON,~~

Washington, D.C. 20549

FORM S-1 /A

AMENDMENT NO. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NEUTRA CORP. ~~------------ (Name~~

(Exact name of ~~Small Business Issuer~~registrant in its Charter) Florida ------- State or other jurisdiction of incorporation or organization) 7380 ---- (Primary Standard Industrial Classification Code Number) 27-4505461 ---------- (I.R.S. Employer Identification Number) Ms. Sarah Keck 3572 Shady Brook Lane, Sarasota, FL 34243 941-544-7035 360-852-8736(FAX) ----------------------------------------- (Address,charter)


Nevada	2833	27-4505461
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

400 South 4th Street, Suite 500

Las Vegas, Nevada 89101

702-793-4121

(Address, including zip code, and telephone number, including area code, of ~~registrant's~~registrant’s principal executive offices) ~~Please send copies~~

Chris Brown

Chief Executive Officer

400 South 4th Street, Suite 500

Las Vegas, Nevada 89101

Telephone: 702-793-4121

Facsimile: 702-793-4001

Email: chrisbrown@neutracorp.com

(Name, address, including zip code, and telephone number, including area code, of ~~all correspondence~~agent for service)

Copies of communications to: Diane J. Harrison Harrison Law, P.A. 6860 Gulfport Blvd. S. No. 162 South Pasadena, Florida 33707 (941) 723-7564 (941) 531-4935 Fax As soon as practicable after the effective date of this registration statement ------------------------------------------------------------------------------ (Approximate

Robert L. Sonfield, Jr., Esq.

Sonfield & Sonfield

2500 Wilcrest Drive, Suite 300

Houston, Texas 77042

Telephone: (713)877-8333

Facsimile: (713)877-1547

Email: robert@sonfield.com

Approximate date of commencement of proposed sale to the ~~public) This is the initial public offering of the Company's common stock.~~public: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, ~~please~~ check the following box. ~~[X]~~ x

If this ~~form~~Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ~~[ ]~~ ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated filer"~~” “accelerated filer” and ~~"smaller~~“smaller reporting ~~company"~~company” in Rule ~~12b2~~12b-2 of the Exchange Act. ~~Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller Reporting Company [X]~~


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE Title of Each Proposed Proposed Class of Amount Maximum Maximum Amount of Securities to to be Offering Price Aggregate Registration be Registered Registered(1) Per Unit (2) Offering Price Fee (3) - ------------- ------------- -------------- -------------- ------------ Common Stock 3,000,000 $0.014 $42,000 $4.88 by Company (1) The Company may not sell all of the shares, in fact it may not sell any of the shares. For example, if only 50% of the shares are sold, there will be 1,500,000 shares sold and the gross proceeds will be $21,000. (2) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. (3) Estimated solely for purposes


		Proposed	Proposed
		Maximum	Maximum	Amount of
Title of Each Class of Securities	Amount to be	Offering Price	Aggregate	Registration
to be Registered	Registered (2)	Per Share (3)	Offering Price	Fee (3)

Common stock underlying convertible note(1)	490,645	$1.4875	$729,834	$73.49


(1)	We have issued a convertible promissory note in the amount of $73,940. The note has accrued interest in the amount of $3,829 as of February 5, 2016 for a total owing of $77,769. The principal and accrued interest note is convertible at the holder’s option at any time prior to maturity into approximately 7,776,900 shares of the registrant’s common stock at a price of $0.01 per share.

(2)	This registration statement covers the number of shares issuable upon conversion of the promissory note equal to less than 30% of the outstanding shares held by nonaffiliated stockholders (“public float”). Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of common stock which become issuable by reason of any increase in the public float, stock split, stock dividend, anti-dilution provisions or similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the registrant.

(3)	The offering price has been estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The price per share and total offering price are based on the average of the high and low sales prices of the registrant’s common stock on February 5, 2016, as reported on the OTC Market Group, Inc.’s OTCQB tier.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with ~~Rule 457(0)~~section 8(a) of the Securities Act of 1933. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 ~~OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.~~ THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. PROSPECTUS NEUTRA CORP. 3,000,000 SHARES OF COMMON STOCK $0.014 PER SHARE Thisor until the registration statement ~~constitutes~~shall become effective on such date as the ~~initial public offering of Neutra Corp. (the "Company"~~commission, acting pursuant to said section 8(a), "us", "NC", or "Neutra") common stock. Neutra is registering 3,000,000 shares of common stock at an offering price of $0.014 per share for a total amount of $42,000. The Company will sell the securities in $500 increments. There are no underwritings or broker dealers involved with the offering. The Company will offer the securities on a best efforts basis and there will be no minimum amount required to close the transaction. The Company's sole officer and director, Ms. Sarah Keck, will be responsible to market and sell these securities. Currently, Ms. Keck owns 100% of the Company's common stock. After the offering, Ms. Keck will retain a sufficient number of shares to continue to control the operations of the Company. If all the shares are not sold, there is the possibility that the amount raised may be minimal and might not even cover the costs of the offering which the Company estimates at $8,500. The proceeds from the sale of the securities will be placed directly into the Company's account and there will not be an escrow account. Since there is no escrow account, any investor who purchases shares will have no assurance that any monies besides themselves will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws. The Company will pay all expenses incurred in this offering. There has been no public trading market for the common stock of Neutra. The offering shall terminate on the earlier of (i) the date when the sale of all 3,000,000 shares is completed or (ii) ninety (90) days from the date of this prospectus becomes effective. The Company will not extend the offering period beyond the ninety (90) days from the effective date of this prospectus. This investment involves a high degree of risk. You should purchase shares only if you can afford the complete loss of your investment. See the section titled "Risk Factors" herein. THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 9. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. determine.

- ii -

The information in this prospectus is not complete and may be changed. ~~Neutra Corp.~~We may not sell these securities until the registration statement filed with the ~~U.S.~~ Securities and Exchange Commission is ~~deemed "effective".~~effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


PRELIMINARY PROSPECTUS	SUBJECT TO COMPLETION, DATED MARCH 8, 2016

490,645 Shares of Common Stock

NEUTRA CORP.

This prospectus relates to the sale or other disposition from time to time of 490,645 shares of our common stock, par value $0.001 per share, by our stockholder. The ~~date~~shares of our common stock issuable upon conversion of convertible promissory note issued by the Company July 31, 2015 and convertible at $0.01 per share.

The selling stockholder may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the selling stockholder may sell the shares of common stock being registered pursuant to this prospectus.

We will pay the expenses incurred in registering the shares, including legal and accounting fees. See “Plan of Distribution.”

Our common stock is quoted on the OTC Market Group, Inc.’s OTCQB tier under the NTRR ticker symbol. On February 5, 2016, the closing price of our common stock was $1.42 per share.

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012, or JOBS Act. Please read the related disclosure contained on page 8 of this ~~prospectus is ____________, 2011~~ prospectus.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 2 to read about factors you should consider before investing in shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The ~~following table~~Date of ~~contents has been designed to help you find important~~this Prospectus is: _____________, 2016

TABLE OF CONTENTS


PROSPECTUS SUMMARY	1

RISK FACTORS	2

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	9

USE OF PROCEEDS	10

DILUTION	10

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	10

DESCRIPTION OF BUSINESS	12

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	16

EXECUTIVE COMPENSATION	18

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	20

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	20

SELLING STOCKHOLDER	21

PLAN OF DISTRIBUTION	22

DESCRIPTION OF SECURITIES	25

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	26

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	26

LEGAL MATTERS	27

EXPERTS	27

INTERESTS OF NAMED EXPERTS AND COUNSEL	27

WHERE YOU CAN FIND MORE INFORMATION	27

INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus. We ~~encourage~~have not, and the Selling Stockholder has not, authorized any person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus is not an offer to ~~read~~sell, nor is the ~~entire prospectus.~~ TABLE OF CONTENTS PAGE NO. SUMMARY OF OUR OFFERING........................................................3 BUSINESS SUMMARY...............................................................4 SUMMARY OF OUR FINANCIAL INFORMATION...........................................8 RISK FACTORS...................................................................9 USE OF PROCEEDS...............................................................19 DETERMINATION OF OFFERING PRICE...............................................20 DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES.................................20 THE OFFERING..................................................................21 PLAN OF DISTRIBUTION..........................................................21 DESCRIPTION OF SECURITIES.....................................................23 INTEREST OF NAMED EXPERTS AND COUNSEL.........................................24 BUSINESS DESCRIPTION..........................................................24 DESCRIPTION OF PROPERTY.......................................................30 LEGAL PROCEEDINGS.............................................................30 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS......................30 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................................................31 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE....................................................................36 CODE OF BUSINESS CONDUCT AND ETHICS...........................................36 MANAGEMENT....................................................................37 CONFLICTS OF INTEREST.........................................................39 COMMITTEES OF THE BOARD OF DIRECTORS..........................................35 EXECUTIVE COMPENSATION........................................................41 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS...............................43 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS..........................44 DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES...................................................................44 REPORTS TO SECURITY HOLDERS...................................................45 WHERE YOU CAN FIND MORE INFORMATION...........................................45 STOCK TRANSFER AGENT..........................................................45 FINANCIAL STATEMENTS.........................................................F-1 Management Certification..............................................* Net Income Per Common Share...........................................* RevenueSelling Stockholder seeking an offer to buy, securities in any state where the offer or solicitation is not permitted. The information contained in this prospectus is complete and ~~Cost Recognition..........................................* DEALER PROSPECTUS DELIVERY OBLIGATION Until a date, which is 90 days after~~accurate as of the date on the front cover of this prospectus, but information may have changed since that date. We are responsible for updating this prospectus to ensure that all ~~dealers that effect transactions in these securities whether or not participating in~~material information is included and we will update this ~~offering, may be required to deliver a prospectus. This is in addition~~prospectus to the ~~dealers' obligation~~extent required by law.

This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to ~~deliver a prospectus when acting as underwriters and with respect to their unsold allotments~~be reliable, although they do not guarantee the accuracy or ~~subscriptions. 2~~ SUMMARY INFORMATION This Prospectus, and any supplement to this Prospectus include "forward-looking statements". To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, resultscompleteness of ~~operations, products or markets, or otherwise makes statements about future events,~~ such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "intends", "anticipates", "believes", "estimates", "projects", "forecasts", "expects", "plans" and "proposes". Althoughinformation. While we believe that these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data and we do not make any representation as to the ~~expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number~~accuracy of ~~risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others,~~ the cautionary statements in the "Risk Factors" section beginning on Page 9 of this Prospectus and the "Management's Discussion and Analysis of Financial Position and Results of Operations" section elsewhere in this Prospectus. information.

PROSPECTUS SUMMARY

This summary ~~only~~ highlights selected information contained ~~in greater detail~~ elsewhere in this ~~Prospectus.~~prospectus. This summary ~~may~~does not contain all of the information that you should consider before investing in ~~our~~the common ~~stock.~~stock of Neutra Corp. (referred to herein as the “Company,” “we,” “our,” and “us”). You should carefully read the entire ~~Prospectus,~~prospectus, including ~~"Risk Factors" beginning on Page 9,~~“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the ~~consolidated~~accompanying financial statements and notes before making an investment ~~decision All dollar amounts refer to US dollars unless otherwise indicated. OUR OFFERING~~ decision.

Company Overview

We have 9,000,000 shares of common stock issued and outstanding. Through this offering we will register 3,000,000 shares of common stock for offering to the public. These shares represent additional common stock to be issued by us. We may endeavor to sell all 3,000,000 shares of common stock after this registration becomes effective. The price at which we offer these shares is fixed at $0.014 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of the common stock. Securities being offered by 3,000,000 shares of common stock, par the Company. value $0.0001 offered by us in a direct offering. Offering price per share. We are offering the 3,000,000 shares of our common stock at $0.014. Number of shares outstanding 9,000,000 common shares are currently before the offering of issued and outstanding. common shares. Number of shares outstanding 12,000,000 common shares will be issued after the offering of common and outstanding if we sell all of the shares. shares that we are offering. The minimum number of shares None. to be sold in this offering. Market for the common shares There is no public market for the common shares. The price per share is $0.014. 3 We may not be able to meet the requirement for a public listing or quotation of our common stock. Further, even if our common stock is quoted or granted listing, a market for the common shares may not develop. The offering price for the shares will remain $0.014 per share for the duration of the offering. Use of Proceeds We will receive all proceeds from the sale of the common stock and intend to use the proceeds from this offering to create the business and marketing plan. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, which is estimated at $8,500.00, are being paid for by us. Termination of the Offering This offering will terminate upon the earlier to occur of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. In any event, the offering will end within six months of this Registration Statement being declared effective. Terms of the Offering Our sole officer and director will sell the common stock upon effectiveness of this registration statement on a BEST EFFORTS basis. You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. BUSINESS SUMMARY We are a development-stage company,were incorporated in ~~the State of~~ Florida on January 11, 2011 as a for-profit company, and electing a fiscal year end of January 31. Our business and registered office is located at 3572 Shady Brook Lane, Sarasota, FL 34243. Our telephone number is 941-544-7035 and our fax number is 360-852-8736. We have not established any business operations and have not achieved any revenues. As at January 31, 2011, we had normal cash assets of $8,900 and had incurred losses of $2,600. Since our incorporation, the development of our business has been limited to organizational matters, the preparation of our business plan and the preparation of the financial statements and other information presented in this Prospectus. In order to implement our business plan, we anticipate that we will require total financing of $150,000 in Stage 1, and $275,000 in Stage 2 for a total of $425,000 in addition to the $42,000 in financing that we are seeking to raise through this offering. Our ability to 4 implement our business plan is entirely dependent on our ability to secure sufficient financing; however, there is no guarantee that we will be successful in this regard. Other than the preparation and filing of this offering, we have not taken any steps to secure the balance of the financing that we will require in order to implement our business plan. Furthermore, even if we successfully execute our business plan and establish operations, there is no guarantee that there will be a significant market for our products or that we will achieve significant revenues, if any. In their audit report dated February 3, 2011; our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an outgoing business. Because our sole director and officer may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. We intend to market and ~~sell~~participate in the Nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in the actual nutraceutical ~~supplement~~ products, we plan to ~~health practitioners.~~research and bring new technology to the Nutraceutical space. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the ~~body's~~body’s vital ability to heal and maintain itself. One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we will be doing our due diligence and participating. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. ~~To date,~~We have established a fiscal year end of January 31.

On February 1, 2013, we ~~have not approached~~entered into a ~~contractor~~Joint Venture Agreement with Purlife. The Joint Venture was created towards developing and marketing the brands represented by Purlife. Purlife will execute the business plan or other programs as agreed to ~~have~~as well as make any necessary disbursements on behalf of ~~our intended private label brand supplement products manufactured. Our intended direct marketing~~the Joint Venture, and ~~sales~~collect and distribute profits in accordance with the ownership percentages. The Joint Venture will allocate profits for a period of 3 years with we receiving 10% and the Joint Venture receiving 90%. All loss and disbursements incurred by Purlife in acquiring, holding, and protecting the business interest and the net profits shall, during the period of the venture be paid by Purlife. All losses incurred by the Parties will be targeted to: * Members of the American Association for Health Freedom (American Association for Health Freedom has merged with Alliance for Natural Health)www.anh-usa.org: These Physicians approach health from comprehensive perspective utilizing preventive medical techniques and less - invasive, more natural methods of patient management. including, homeopathic medicine, botanical medicine, psychology and counseling. * American Association of Naturopathic Physicians, www.naturopathic.org * American Association of Oriental Medicine, www.aaom.org * American College for Advancement in Medicine, www.acamnet.org Dedicatedlimited to educating Physicians in the latest findings and emerging procedures in complementary and alternative medicines. * American Holistic Medical Association, www.holisticmedicine.org Integrates conventional and alternative therapies to prevent and treat disease and to promote optimal health. * American Dietetic Association, www.eatright.org The largest organization of food and nutrition professionals, promoting nutrition, health and well being. * American Herbalist Guild, www.americanherbalistsguild.com Specializing in the medical use of plants. 5 We intend to market and sell to these practitioners in these associations by utilizing our intended website. (We have no website to date), attending industry tradeshows and intend to enter into sales agency agreements with independent agents each of whom is granted exclusive rights to market and sell our products in their respective territory. We currently have no agreements. This healthcare practitioners market is made up of over one million MDs, Osteopaths, Naturopathic Physicians, Veterinarians and other allied healthcare professionals including nurse practitioners, physician assistants, chiropractors, acupuncturists, pharmacists, Traditional Chinese Medical doctors, nutritionists and dietitians. (http://www.highbeam.com/doc/1g1-114704235.htm) Accordingfinancial contribution to the ~~Bureau of Labor Statistics. (http://www.bls.gov/oes/current/oes290000.htm) May 2009 - employment figures reflect~~Joint Venture. The Company will provide consulting to the Joint Venture and participate in strategic and operation decisions as required.

During the year ended January 31, 2014, we paid a total ~~population~~ of 7,200,950 Healthcare Practitioners and Technical Occupations. We intend to have the following types of products private labeled for us by entrusting the manufacturing to a nutraceutical contractor that we anticipate to be sold under our brand name. To date, we have not approached a contractor to have any of our intended private label brand supplement products manufactured. Typical Intended Private Label Products --------------------------------------- Aging Antioxidants/Flavonoids Circulatory Support Cognitive Support Detoxification Support Endocrine Support Essential Fatty Acids Gastrointestinal Support Immune Support Men's Health Minerals Mood/Sleep Support Multiples Musculoskeletal Support Neurological Support Proteins/Amino Acids Vitamins Women's Health Veterinary Products We anticipate it will take 12 months to start marketing this product line. We intend to utilize consultants to assist in the execution of the stages in executing the business plan. We have not accomplished any of our intended efforts to date. We have not generated any revenues to date and activities have been limited to develop our business plan. We will not have the necessary capital to develop our Business Plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. Please see "Risk Factors" elsewhere in this Prospectus for full discussion on time potential business risk. We have no plans to change our business activities or to combine with another business and are not aware of any events or circumstances that might cause us to change plans. We have no revenue, have incurred losses since inception, have no operation, have been issued a going concern opinion from our auditors and rely upon the sale of our securities$150,000 to fund ~~operations. 6~~ ~~Business Strategy - ----------------- Our intended strategy is to build brand recognition by providing~~ the healthcare practitioners with education and support and in turn the healthcare practitioner with education and support will hopefully recommend our products to their patients. We intend to accomplish this education and support process providing regular and frequent access to educational tools, suchcash flow requirements as webinars and live seminars. Although practitioners may have several supplement brands in their dispensary, when it comes to the moment of choice for that difficult patient and others, we are hoping that our strategy of providing good service and educational support influences them to choose us. We have not generated any revenue to date and our activities have been limited to developing the Business Plan. We will not have the necessary capital to develop our Business Plan until we are able to secure Financing. There can be no assurance that such financing will be available on suitable terms. See "Management Discussion and Analysis Plan of Operations" and "Liquidity and Capital Resources." The Market - ---------- Article: Health & Wellness sales reach nearly $125 billion According to the Natural Marking Institute (NMI), Harleysville, PA, retail sales within the U.S. consumer packaged goods health and wellness industry reached almost $125 billion in 2009, representing an overall growth of 5% over the previous year. http://www.highbeam.com/doc/1g1233533792.html Article: Reaching healthcare practitioners with natural products: Examining the myriad opportunities in the healthcare Practitioners market (Healthcare Practitioners Market). The practitioner market is made up of over one million MDs, osteopaths, naturopathic physicians, veterinarians and other allied healthcare professionals, including nurse practitioners, physician assistants, chiropractors, pharmacists, Ayurvedic doctors, Traditional Chinese Medical doctors, nutritionists and dietitians. According to Nutrition Business Journal (NBJ), San Diego, CA, and other source, sales in the practitioner market have surpassed growth in traditional consumer-focused channels. In fact, sales in the health practitioners market increased 14% from 1997 to 2001, compared to the 7% growth rate for the entire supplement market during the same time period. Further, the practitioner market is estimated to grow at a rate of 10% over the next 3 years, while the total market growth estimate continues at 7% though 2004, according to the Freedonia Group. This demand marks a grand opportunity for nutritional supplement companies, particularly those whose sites are already shifting toward the qualified healthcare practitioner market. 7 United States Dept. Of Labor Bureau Of Labor Statistics ------------------------------------------------------- The Bureau Of Labor Statistics of the Healthcare Practitioner and Technical occupations (Major Group) dated May 2009 indicates 7,200,950 employment of this category. This major group of our projected target market comprises of the following occupations: Chiropractors; Dentists, General; Oral and Maxillofacial Surgeons; Orthodontists; Prosthodontists; Dentist, All other specialists; Dietitians and Nutritionists; Optometrist; Anesthesiologists; Family and General Practitioners; Internists, General; Obstetricians and Gynecologists; Pediatricians, General; Phychiatrists; Surgeons; Physicians and Surgeons, All other; Physician Assistants; Podiatrists; Registered Nurses; Audiologists; Occupational Therapists; Physical Therapists; Radiation Therapists; Recreational Therapists; Respiratory Therapists; Speech-Language; Pathologists; Therapists, All other; Veterinarians; Health Diagnosing and Treating Practitioners, All other; Medical and Clinical Laboratory Technicians; Dental Hygienists; Cardiovascular Technologists and Technicians; Diagnostic Medical Sonographers; Nuclear Medicine Technologists; Radiologic Technologists and Technicians; Emergency Medical Technicians and Paramedics; Dietetic Technicians; Pharmacy Technicians; Psychiatric Technicians; Respiratory Therapy Technicians; Surgical Technologists; Veterinary Technologists and Technicians; Licensed Practical and Licensed Vocational Nurses; Medical Records and Health Information Technicians; Opticians, Dispensing; Orthotists and Prosthetics; Health Technologists and Technicians, All other; Occupational Health and Safety Specialists; Occupational Health and Safety Technicians; Athletic Trainers; Healthcare Practitioners and Technical Workers. http://www.bls.gov/oes/current/oes290000.htm Although our projected market is sizeable we will not have the necessary capital to develop or execute our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. We need to raise $425,000 to implement our business plan over the next 12 months and the funds raised in this offering, even assuming we sell all the shares being offered, will be insufficient to commercialize our service/products or develop our business strategy. SUMMARY OF OUR FINANCIAL INFORMATION The following table sets forth selected financial information, which should be read in conjunction with the information set forth in an approved budget prepared by Purlife. These payments are included in general and administrative expense on the ~~"Management's Discussion and Analysis~~statement of Financial Position and Results of Operations" section and the accompanying financial statements and related notes included elsewhere in this Prospectus. BALANCE SHEET AS OF JANUARY 31, 2011 ------------- ------------------------ Total Assets $ 8,900 Total Liabilities $ 2,500 Total Shareholder's Equity $ 6,400 OPERATING DATA JANUARY 11, 2011 THROUGH JANUARY 31, 2011 -------------- ----------------------------------------- Revenue $ 0 Net Loss $ 2,600 Net Loss Per Share * $ 0 * Diluted loss per share is identical to basic loss per share as theoperations. The Company has no ~~potentially dilutive securities outstanding. 8~~ ~~As indicated in the financial statements accompanying this prospectus,~~further obligation to continue funding.

On May 30, 2013, we ~~have had no revenue to date and have incurred only losses since inception. We have had limited operations and have been issued~~entered into a ~~"going concern" opinion by our auditor, based upon our reliance on the sale~~joint venture agreement with Field of ~~our common stock as the sole source~~View Technologies, LLC. (the “Field of funds for our future operations. RISK FACTORS Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock. This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and allView JV”). The purpose of the ~~information contained in this prospectus before deciding whether~~Field of View JV is to ~~purchase our common stock. If any~~develop, produce, and market a new cannabis inhalation delivery system. Under the terms of the ~~following risks actually occur, our business, financial condition~~agreement, we will provide funding for the project and ~~results~~provide consulting services to the Field of ~~operations could be harmed. The trading price~~View JV. Field of ~~our common stock could decline due to any of these risks,~~View Technologies, LLC will develop the product and ~~you may lose all or part of your investment. We consider~~manage the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete lossjoint venture. In exchange, we will receive 25% of the invested amount. Please consider the following risk factors before deciding to invest in our common stock. Risks Related to our Business - ----------------------------- ALTHOUGH WE PLAN TO OFFER THE SECURITIES FROM THIS OFFERING, THERE IS NO GUARANTEE THAT WE WILL COMMENCE THE OFFERING AND IF WE DO, THE PROCEEDS MAY BE INSUFFICIENT TO FUND OPERATIONS. The Company plans to offer the securities from this offering, however there is no guarantee that the Company will be able to sell the securities. And even if the Company does offer the securities, there are no guarantees that the proceeds from the offering will be sufficient to fund our planned operations. INABILITY TO OBTAIN A NUTRACEUTICAL CONTRACTOR TO PRIVATE LABEL OUR PRODUCTS COULD COMPROMISE OUR BUSINESS AND MAY CAUSE OUR BUSINESS TO FAIL. Our business plan relies in partprofit on ~~our ability to obtain~~all inhalation cannabinoid delivery systems for a nutraceutical contractor to produce our private label products. There is no guarantee that we will be successful in this regard. Our failure to obtain a nutraceutical contractor could compromise our business and may cause our business to fail. WE ARE NOT CURRENTLY PROFITABLE AND MAY NOT BECOME PROFITABLE. At January 31, 2011, we had $8,900 cash on-hand and our stockholder's equity was $6,400 and there is substantial doubt as to our ability to continue as a going concern. We have incurred operating losses since our formation and expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability. We expect to incur substantial losses for the foreseeable future and may never become profitable. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the valueperiod of ~~our business. 9~~ THE COMPANY IS SUBJECT TO THE 15(D) REPORTING REQUIREMENTS UNDER THE SECURITIES EXCHANGE ACT OF 1934 WHICH DOES NOT REQUIRE A COMPANY TO FILE ALL THE SAME REPORTS AND INFORMATION AS A FULLY REPORTING COMPANY. The Company is subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. The Company is required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities. WE ARE DEPENDENT UPON THE PROCEEDS OF THIS OFFERING TO FUND OUR BUSINESS. IF WE DO NOT SELL ENOUGH SHARES IN THIS OFFERING TO CONTINUE OPERATIONS, THIS COULD HAVE A NEGATIVE EFFECT ON YOUR COMMON STOCK. As of January 31, 2011, Neutra Corp. has $8,900 in assets and limited capital resources. In order to continue operating through 2011, we must raise approximately $42,000 in gross proceeds from this offering.36 months. The Company has ~~approximately $8,500~~committed to fund $175,000 of the costs of the Field of View JV.

On June 5, 2013, we entered into a joint venture agreement with Vertigo Technologies, LLC. (the “Vertigo JV”). The purpose of the Vertigo JV is to develop post-production equipment in ~~offering~~the horticultural market. Under the terms of the agreement, we will provide funding for the project. Vertigo Technologies, LLC will develop the product and manage the joint venture. In exchange, we will receive 30% of the profit on all cannabinoid post-production technology products for a period of 36 months. The Company has committed to fund $85,000 of the costs ~~associated~~of the Vertigo JV.

On August 25, 2013, we entered into a joint venture agreement with ~~this financing.~~Second Wave Ventures, LLC. (the “Second Wave JV”). The ~~offering proceeds may not cover these costs~~purpose of the Second Wave JV is to develop, produce and ~~if this is~~market nutraceutical products and deliver systems. Under the ~~case,~~terms of the agreement, we will provide funding for the operations of the joint venture. In exchange, we will receive 30% of the profits on all products and delivery systems within the nutraceutical market. The Company has committed to fund $85,000 under the Second Wave JV, which will be paid in weekly payments of $5,000.

On August 27, 2013, we entered into a ~~worse financial condition after~~joint venture agreement with Surface to Air Solutions, LLC. (the “S2O2 JV”). The purpose of the ~~offering. Unless~~S2O2 JV is to work together to develop, produce, and market new services and products that are utilized within the ~~Company begins to generate sufficient revenues to finance operations as a going concern,~~market of horticultural production. Under the ~~Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to cease operations if additional financing is not available. Also, as a public company,~~terms of the agreement, we will ~~incur professional~~provide management, marketing, and other ~~fees in connection with our quarterly and annual reports and other periodic filings with~~consulting services to the SEC. Such costs can be substantial and we must generate enough revenue or raise money from offerings of securities or loans in order to meet these costs and our SEC filing requirements. OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR END OF OUR OPERATIONS We were incorporated on January 11, 2011 and we have not realized any revenues to date. We have very little operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the completion of this offering and our ability to generate revenues through sales of our service/products. Based upon current plans, we expect to incur operating losses in future periods becauseS2O2 JV. In addition, we will ~~be incurring expenses and not generating revenues. We cannot guarantee that we~~re-design the web marketing material for the joint venture. NTRR will fund up to $100,000 of the operating costs of the S2O2 JV at its discretion. After an initial payment of $10,000 on September 1, 2013, funding will be ~~successful~~made in ~~generating revenues in~~weekly installments of $7,500. In exchange, NTRR will receive 25% of the ~~future. Failure to generate revenues may cause us to go out~~profits on all products and services that are used within the horticultural market.

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On February 11, 2014, we acquired Diamond Anvil Designs, a developer of ~~business. 10~~ ~~WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT We are~~smoke-free nutraceutical delivery systems. Diamond Anvil Designs is a development stage startup vapor pen company ~~formed recently~~that is designing an all-purpose vapor pen. Currently most vapor pens are manufactured only to ~~carry out the activities described in~~be used for tobacco, so we believe this ~~prospectus and thus have only a limited operating history upon which~~ an evaluation of its prospectus can be made. We were incorporated on January 11, 2011 and to date have been involved primarily in the development of our business plan. We have limited business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate our planned operating expenses. We expect that our results of operations may also fluctuate significantly in the future as a result of a variety of market factors including, among others, the entry of new competitors offering a similar service/product; the availability of motivated and qualified personnel; the initiation, renewal or expiration of our customer base; pricing changes by the Company or its competitors, and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast. Asunderdeveloped area of the ~~date of this prospectus,~~market.

On October 5, 2015, we ~~have earned no revenue. Failure~~reincorporated from Florida to generate revenue will cause us to go out of business, which could result in the complete loss of your investment. BECAUSE OUR CURRENT OFFICER AND DIRECTOR DOES NOT HAVE SIGNIFICANT EXPERIENCE IN STARTING A NUTRACEUTICAL ORGANIZATION AND WE LACK CUSTOMERS AND SUPPLIERS, OUR BUSINESS HAS A HIGHER RISK OF FAILURE Although our sole officer and director has Nutraceutical business experience, she does not have experience in developing a new company. Additionally, we currently have no contracts or agreements with customers or suppliers or contractors of our intended products. Therefore, without this experience, customers, suppliers, or contractor/manufacturers, our management's business experience may not be enough to effectively start-up and maintain our company. As a result, the implementation of our business plan may be delayed, or eventually, unsuccessful. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS Due to the fact we are small and do not have much capital, we must limit our marketing activities to potential customers having the likelihood of purchasing our service/products. We intend to generate revenue through the sale of our products. Because we will be limiting the scope of our marketing activities, we may not be able to generate enough sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations. OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE WHICH COULD NEGATIVELY AFFECT OUR PROFIT Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of commercial acceptanceNevada. The reincorporation was approved by consumers of our products; the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions. If realized, any of these risks could have a material adverse effect on our business, financial condition and operating results. 11 OUR SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HER TIME TO OUR OPERATIONS, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE Ms. Keck, our sole officer and director, has other outside business activities and is devoting approximately 10-25 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Ms. Keck, which may result in periodic interruptions or suspensions of our business plan. Such delays could have a significant negative effect on the success of the business. KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS Because we are entirely dependent on the efforts of its sole officer and director, her departure or the loss of other key personnel in the future, could have a material adverse effect on the business. We intend to make all commercially reasonable efforts to minimize the risks attendant with the departure by key personnel from service. However, there is no guarantee that replacement personnel, if any, will help the Company to operate profitably. We do not maintain key person life insurance on our sole officer and director. At this time, we have not entered into any employment agreements with our Sole officer and director. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our Sole officer and director or future key staff members. IF OUR COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO OUR SHAREHOLDERS In the event of the dissolution of our company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from. IF WE ARE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR ESTABLISH A SIGNIFICANT MARKET PRESENCE, WE MAY BE UNABLE TO GENERATE SUFFICIENT REVENUE TO CONTINUE OUR BUSINESS Our growth strategy is substantially dependent upon our ability to market our products successfully to prospective customers. However, our planned products may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of our products to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations. MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY MAY BE SLOWER THAN EXPECTED AND WE MAY BE UNABLE TO GENERATE A PROFIT Our plans include obtaining business from Healthcare Practitioners organizations which may not occur. Although we plan on providing our products carefully, the products may be slow to achieve profitability, or may not become profitable at all, which will result in losses. There can be no assurance that we will succeed. 12 We may be unable to enter into its intended markets successfully. The factors that could affect our growth strategy include our success in(a) obtaining orders from Health Practitioner Organizations, (b) obtaining adequate financing on acceptable terms, and (c) adapting our internal controls and operating procedures to accommodate our future growth. Our systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems. IF WE ARE UNABLE TO MANAGE OUR FUTURE GROWTH OUR BUSINESS COULD BE HARMED If the Company experiences significant growth in the foreseeable future, its growth may place a significant strain on management, financial, operating and technical resources. Failure to manage growth effectively could have a material adverse effect on the Company's financial condition or the results of its operations. Since inception on January 11, 2011 to January 31, 2011, we have spent a total of $2,600 on start-up costs. We have not generated any revenue from business operations. All proceeds currently held by us are the result of the sale of common stock to its officers. OUR PRODUCTS MAY NOT BE ABLE TO DISTINGUISH ITSELF IN THE MARKET AND WE MAY BE UNABLE TO ATTRACT ENOUGH CUSTOMERS TO OPERATE PROFITABLY, WITHOUT A PROFIT WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS Our products will target the Healthcare Practitioner Organizations. If we are unable to demonstrate clearly the concept that makes our products unique to potential customers, they may not purchase the products. If the public doesn't acknowledge the singularity and innovation of our products, we may be unable to attract enough customers. WE MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COST, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS ENTIRELY WHICH COULD RESULT IN A TOTAL LOSS OF YOUR INVESTMENT. Because we are a small business, with limited assets, we are not in a position to assume unanticipated costs and expenses. If we have to make changes in our structure or are faced with circumstances that are beyond our ability to afford, we may have to suspend operations or cease operations entirely which could result in a total loss of your investment. COMPETITORS MAY ENTER THIS SECTOR WITH SUPERIOR PRODUCTS, INFRINGING OUR CUSTOMER BASE, AND AFFECTING OUR BUSINESS ADVERSELY. We believe that we have identified a market opportunity for our products. However, even in the uncertain event that our assessment is accurate, competitors may enter our targeted market sector with resources, service or products superior and more competitive to our own. This would infringe on our customer base and have a significant adverse affect upon our business and the results of our operations, potentially causing our business to fail. WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTERST AND SIMILAR MATTERS. 13 Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions. Although we have adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors ~~as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit~~ and ~~other committees~~by the holders of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit nominating and compensation committee comprised of at least a majority of ~~independent directors, decisions concerning matters such as compensation packages to~~ our ~~senior officers and recommendations for director nominee may be made by a majority of directors who have an interest~~common stock. Each shareholder received one share in the ~~outcome of~~Nevada corporation for every 50 shares they held in the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions. SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HER DECISIONS ARE CONTRARY TO THEIR INTERESTS YOU SHOULD NOT PURCHASE SHARES UNLESS YOU ARE WILLING TO ENTRUST ALL ASPECTS OF MANAGEMENT TO OUR SOLE OFFICER AND DIRECTOR, OR HER SUCCESSORSFlorida corporation. Fractional shares were rounded up to the nearest whole share, and each shareholder received at least five shares. Our ~~Sole officer and director, Sarah Keck, owns 9,000,000~~authorized shares increased to 480,000,000 shares of common stock ~~representing 100% of our outstanding stock. Ms. Keck will own 9,000,000~~and 20,000,000 shares of our common stock after this offering is completed representing 75% of our outstanding shares, assuming all securities are sold. As a result, she will have control of us even if the full offering is subscribed for and be able to choose all of our directors. Her interests may differ from the ones of other stockholders. Factors that could cause his interests to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and her ability to continue to manage the business given the amount of time she is able to devote to us. All decisions regarding the management of our affairs will be made exclusively by her. Purchasers of the offered shares may not participate in our management and, therefore, are dependent upon her management abilities. The only assurance that our shareholders, including purchasers of the offered shares, have that our Sole officer and director will not abuse her discretion in executing our business affairs, is her fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Ms. Keck, also has the ability to accomplish or ratify actions at the shareholder level which would otherwise implicate her fiduciary duties if done as one of the members of our board of directors. 14 Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the Sole officer and director, or her successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of our management. Risks Related To Our Financial Condition - ---------------------------------------- THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN preferred stock.

In their audit report dated ~~February 3, 2011;~~May 15, 2015; our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. ~~Because our officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if~~If we do not raise additional capital within 12twelve months, ~~of the effective date of this registration statement,~~ we may be required to suspend or cease the ~~creation/~~implementation of our business plan. ~~Due~~

We have no revenues; have incurred losses since inception, have been issued a going concern opinion from our auditors and rely upon the sale of our securities and borrowing to fund operations.

The Offering


Common Stock Offered	490,645 shares underlying convertible promissory note held by selling stockholder

Common stock outstanding	1,722,472 shares of common stock

Common stock to be outstanding immediately after the offering	2,213,117 shares of common stock

Use of Proceeds	We will not receive any proceeds upon the sale of shares of common stock by the selling stockholder in this offering. However, we received net proceeds of $73,940 upon the issuance of the convertible promissory note of which the common stock registered herein is issuable upon conversion. Selling stockholder will receive all of the proceeds from the sale of their shares offered by them under this prospectus. If all the registered shares are converted, our outstanding debt will be reduced by $4,906.

OTC Market Group, Inc.’s OTCQB tier	NTRR

Risk Factors	The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

RISK FACTORS

You should carefully consider the ~~fact~~risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our securities. We believe the following discussion identifies the most significant risks and uncertainties that could adversely affect our business. If any of the following risks were actually to occur, our business, results of operations, cash flows, and financial condition could be materially and adversely affected. Additional risks not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, results of operations, cash flows, and financial condition in future periods.

Risks related to our business and industry

We have a history of operating losses and expect to continue to realize losses in the near future. Currently our operations are producing inadequate revenue to fund all operating costs, and we rely on investments by third parties to fund our business. Even as our revenue grows, we may not become profitable or be able to sustain profitability.

We have reported net losses of $4,399,587 from the date of inception through October 31, 2015. We have not realized adequate revenue in order to support our operations. We expect to continue to incur net losses and negative cash flow from operations in the near future, and we will continue to experience losses for at least as long as it takes our company to generate adequate revenue by selling our distilled spirits. The size of these losses will depend, in large part, on whether we fully develop the distilled spirits industries, with a focus on the Vodka segment, in a profitable manner. To date, we have had only limited operating revenues. There can be no assurance that we will achieve material revenues in the future. Should we achieve a level of revenues that make us profitable, there is no ~~minimum investment and no refunds on sold shares, you may be investing~~assurance that we can maintain or increase profitability levels in ~~a company that~~the future.

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There is substantial doubt as to whether we will ~~not have the funds necessary to develop its business strategies. As such~~continue operations. If we ~~may have to cease~~discontinue operations, ~~and~~ you could lose your ~~entire~~ investment. ~~See the "February 3, 2011 Audited Financial Statements - Auditors Report". Because we have been issued an opinion by our auditor that~~

The following factors raise substantial doubt ~~exists as~~regarding the ability of our business to ~~whether we can~~ continue as a going ~~concern, it~~concern: (i) the losses we incurred since our inception; (ii) our lack of significant operating revenues since inception through the date of this prospectus; and (iii) our dependence on the sale of equity or debt securities to continue in operation. We therefore expect to incur significant losses in the foreseeable future. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. If we are unable to obtain additional financing from outside sources and eventually produce enough revenues, we may be forced to curtail or cease our operations. If this happens, you could lose all or part of your investment.

Our lack of any profitable operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.

We do not have any substantial operating history, which makes it impossible to evaluate our business on the basis of historical operations. Our business carries both known and unknown risks. As a consequence, our past results may not be indicative of future results. Although this is true for any business, it is particularly true for us because of our lacking any profitable operating history.

Increased competition in our industry can lead to pricing pressure, reduced margins or the inability of our products and services to achieve market acceptance.

Our joint venture partners serve established and knowledgeable customers in the business of growing, storing and post production handling of horticultural products, including the medical cannabis market.

Actions by new or existing competitors, including introduction of competing products or services, promotions, combinations with other products or services, or price-cutting may lower sales or require actions to retain and attract customers which could adversely affect our profitability. Increased competition from existing or new competitors could result in price reductions, increased competition for materials, reduced margins or loss of market share, any of which could materially and adversely affect our business and our operating results and financial condition.

In addition, if the prices at which the customers of our joint venture partners sell their products increase or decrease, the demand for products or services may change. If the demand for products or services decreases, there could be a significant impact on our business in the applicable location or region, resulting in a material adverse effect on our revenues and results of operations. Furthermore, if crop prices are too low, the use of some or all of our joint venture partner’s products or services may not be justified, since the financial benefit to the grower is diminished. This could lead to a significant reduction in demand, adversely impacting our business, financial condition and results of operations.

We might not succeed in our strategies for acquisitions and dispositions.

From time to time, we may attempt to acquire or invest in additional brands or businesses. We expect to continue to seek acquisition and investment opportunities that we believe will increase long-term shareholder value, but we may not be able to find and purchase brands or businesses at acceptable prices and terms. Acquisitions involve risks and uncertainties, including potential difficulties integrating acquired brands and personnel; the possible loss of key customers or employees most knowledgeable about the acquired business; implementing and maintaining consistent U.S. public company standards, controls, procedures, policies, and information systems; exposure to unknown liabilities; business disruption; and management distraction. Acquisitions, investments, or joint ventures could also lead us to incur additional debt and related interest expenses, issue additional shares, and become exposed to contingent liabilities, as well as lead to dilution in our earnings per share and reduction in our return on average invested capital. We could incur future restructuring charges or record impairment losses on the value of goodwill or other intangible assets resulting from previous acquisitions, which may also negatively affect our financial results.

We also evaluate from time to time the potential disposition of assets or businesses that may no longer meet our growth, return, or strategic objectives. In selling assets or businesses, we may not get prices or terms as favorable as we anticipated. We could also encounter difficulty in finding buyers on acceptable terms in a timely manner, which could delay our accomplishment of strategic objectives. Expected cost savings from reduced overhead relating to the sold assets may not materialize, and the overhead reductions could temporarily disrupt our other business operations. Any of these outcomes could negatively affect our financial performance.

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Conditions in the global economy may directly adversely affect our net sales, gross profit and financial condition and may result in delays or reductions in our spending that could have a material adverse effect on our business, financial condition and results of operations.

Although demand for fresh horticultural products is somewhat inelastic in developed economies, our products and services are sold to the consumers of nutraceutical products from natural and organic origins that can be affected by important changes in supply, market prices, exchange rates and general economic conditions. Delays or reductions in our customers’ purchasing or shifts to lower-cost alternatives that result from tighter economic market conditions would reduce demand for our products and services and could, consequently, have a material adverse effect on our business, financial condition and results of operations.

One of our stockholders has the ability to significantly influence any matters to be decided by the stockholders, which may prevent or delay a change in control of our company.

Boxcar Transportation Corp. currently owns approximately 5% of our common stock and 100% of our Series E preferred stock. As holder of the Series E preferred stock Boxcar Transportation Corp. is entitled, voting separately as a single class, to vote double the number of all other voting share resulting in 2/3rds of all votes. As a result, it could exert considerable influence over the outcome of any corporate matter submitted to our stockholders for approval, including the election of directors and any transaction that might cause a change in control, such as a merger or acquisition. Any stockholders in favor of a matter that is opposed by this stockholder cannot overrule the vote of Boxcar Transportation Corp.

Chris Brown is our sole director and officer and the loss of Mr. Brown could adversely affect our business.

Since Mr. Brown is currently our sole director and officer, if he were to die, become disabled, or leave our company, we would be forced to retain individuals to replace him. There is no assurance that we can find suitable persons to replace him if that becomes necessary. We have no “Key Man” life insurance at this time.

Risks Relating to our medical cannabis

The Control Substances Act designates marijuana a Schedule 1 controlled substance.

Cannabis is a Schedule I controlled substance and is illegal under federal law. Even in those states in which the use of cannabis has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of cannabis preempts state laws that legalize its use, strict enforcement of federal law regarding cannabis would likely result in our inability to provide services to growers and distributors.

Although we do not intend to market, sell, or produce marijuana or marijuana related products, there is a risk that we could be perceived as aiding or abetting, or being an accessory to, a violation of the Controlled Substances Act.

Strict enforcement of federal law regarding marijuana could expose us to potential criminal liability, and subject our properties to civil forfeiture. H.R. 83, enacted by Congress on December 16, 2014, provides that none of the funds made available to the U.S. Department of Justice pursuant to the 2015 Consolidated and Further Continuing Appropriations Act may be used to prevent certain states, including Colorado, from implementing their own laws that authorize the use, distribution, possession, or cultivation of medical marijuana.

Federal regulation and enforcement may adversely affect the implementation of medical marijuana laws and regulations may negatively impact our revenues and profits.

Currently, there are 23 states plus the District of Columbia that have laws and/or regulations that recognize, in one form or another, legitimate medical uses for cannabis and consumer use of cannabis in connection with medical treatment. Many other states are considering similar legislation. Conversely, under the Controlled Substance Act (the “CSA”), the policies and regulations of the Federal government and its agencies are that cannabis has no medical benefit and a range of activities including cultivation and the personal use of cannabis is prohibited. Unless and until Congress amends the CSA with respect to medical marijuana, as to the timing or scope of any such potential amendments there can be no assurance, there is a risk that federal authorities may enforce current federal law, and we may be deemed to be adding or abetting producing, cultivating, or dispensing marijuana in violation of federal law with respect to our current or proposed business operations. Active enforcement of the current federal regulatory position on cannabis may thus indirectly and adversely affect our revenues and profits. The risk of strict enforcement of the CSA in light of Congressional activity, judicial holdings, and stated federal policy remains uncertain.

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The U.S. Supreme Court declined to hear a case brought by San Diego County, California that sought to establish federal preemption over state medical marijuana laws. The preemption claim was rejected by every court that reviewed the case. The California 4th District Court of Appeals wrote in its unanimous ruling, “Congress does not have the authority to compel the states to direct their law enforcement personnel to enforce federal laws.” However, in another case, the U.S. Supreme Court held that, as long as the CSA contains prohibitions against marijuana, under the Commerce Clause of the United States Constitution, the United States may criminalize the production and use of homegrown cannabis even where states approve its use for medical purposes.

In an effort to provide guidance to federal law enforcement, the DOJ has issued Guidance Regarding Marijuana Enforcement to all United States Attorneys in a memorandum from Deputy Attorney General David Ogden on October 19, 2009, in a memorandum from Deputy Attorney General James Cole on June 29, 2011 and in a memorandum from Deputy Attorney General James Cole on August 29, 2013. Each memorandum provides that the DOJ is committed to the enforcement of the CSA, but, the DOJ is also committed to using its limited investigative and prosecutorial resources to address the most significant threats in the most effective, consistent, and rational way.

The August 29, 2013 memorandum provides updated guidance to federal prosecutors concerning marijuana enforcement in light of state laws legalizing medical and recreational marijuana possession in small amounts.

The memorandum sets forth certain enforcement priorities that are important to the federal government:


·	Distribution of marijuana to children;

·	Revenue from the sale of marijuana going to criminals;

·	Diversion of medical marijuana from states where it is legal to states where it is not;

·	Using state authorized marijuana activity as a pretext of other illegal drug activity;

·	Preventing violence in the cultivation and distribution of marijuana;

·	Preventing drugged driving;

·	Growing marijuana on federal property; and

·	Preventing possession or use of marijuana on federal property.

The DOJ has not historically devoted resources to prosecuting individuals whose conduct is limited to possession of small amounts of marijuana for use on private property but has relied on state and local law enforcement to address marijuana activity. In the event the DOJ reverses its stated policy and begins strict enforcement of the CSA in states that have laws legalizing medical marijuana and recreational marijuana in small amounts, there may be a direct and adverse impact to our business and our revenue and profits.

The medical marijuana industry faces strong opposition.

It is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical cannabis will likely adversely impact the existing market for the current “cannabis pill” sold by mainstream pharmaceutical companies. Further, the medical cannabis industry could face a material threat from the pharmaceutical industry, should cannabis displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical cannabis movement. Any inroads the pharmaceutical industry could make in halting or impeding the cannabis industry could have a detrimental impact on our business.

It is possible that federal or state legislation could be enacted in the future that would prohibit us from analyzing and certifying cannabis products to potential customers, and if such legislation were enacted, our revenues could decline, leading to a loss in your investment.

We are not aware of any federal or state regulation that regulates providing analysis and certification of cannabis to the medical or recreational marijuana growers. However, there has been significant public, legislative and regulatory attention to medical marijuana that may result in prohibition of providing our services to marijuana growers or distributors.

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Risks related to our common stock

We lack an established trading market for our common stock, and you may be unable to sell your common stock at attractive prices or at all.

There is currently a limited trading market for our common stock in the OTC Market Group, Inc.’s OTCQB tier under the symbol “NTRR.” There can be no assurances given that an established public market will be obtained for our common stock or that any public market will last. As a result, we cannot assure you that you will be able to sell your common stock at attractive prices or at all.

The market price for our common stock may be highly volatile.

The market price for our common stock may be highly volatile. A variety of factors may have a significant impact on the market price of our common stock, including:


·	the publication of earnings estimates or other research reports and speculation in the press or investment community;

·	changes in our industry and competitors;

·	our financial condition, results of operations and prospects;

·	any future issuances of our common stock, which may include primary offerings for cash, and the grant or exercise of stock options from time to time;

·	general market and economic conditions; and

·	any outbreak or escalation of hostilities, which could cause a recession or downturn in our economy.

We may be subject to shareholder litigation, thereby diverting our resources that may have a material effect on our profitability and results of operations.

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more difficult to attract investors. THE ENACTMENT OF THE SARBANES-OXLEY ACT MAY MAKE IT MORE DIFFICULT FOR US TO RETAIN OR ATTRACT OFFICERS AND DIRECTORS, WHICH COULD INCREASE OUR OPERATING COSTS OR PREVENT US FROM BECOMING PROFITABLE. The Sarbanes-Oxleyvolatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may become the target of similar litigation. Securities litigation will result in substantial costs and liabilities and will divert management’s attention and resources.

Our future sales of common stock by management and other stockholders may have an adverse effect on the then prevailing market price of our common stock.

In the event a public market for our common stock is sustained in the future, sales of our common stock may be made by holders of our public float or by holders of restricted securities in compliance with the provisions of Rule 144 of the Securities Act of ~~2002 (the "Sarbanes-Oxley Act") was enacted~~1933. In general, under Rule 144, a non-affiliated person who has satisfied a six-month holding period in ~~response to public concern regarding corporate accountability in the wake of~~ a number of accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, provide enhanced penalties for accounting and auditing improprieties at publicly traded companies and protect investors by improving the accuracy and reliability of corporate disclosure pursuant to applicable securities laws. The Sarbanes-Oxley Act applies to all companies that file or are required to file periodic reports with the SECcompany registered under the Securities Exchange Act of 1934, ~~(the "Exchange Act"). Upon becoming a~~as amended, may, sell their restricted common stock without volume limitation, so long as the issuer is current with all reports under the Exchange Act in order for there to be adequate common public ~~company, we~~information. Affiliated persons may also sell their common shares held for at least six months, but affiliated persons will be required to ~~comply~~meet certain other requirements, including manner of sale, notice requirements and volume limitations. Non-affiliated persons who hold their common shares for at least one year will be able to sell their common stock without the need for there to be current public information in the hands of the public. Future sales of shares of our public float or by restricted common stock made in compliance with Rule 144 may have an adverse effect on the then prevailing market price, if any, of our common stock.

Lack of Independent Directors.

The Sarbanes-Oxley Act of 2002 requires us as a public corporation to have an audit committee composed solely of independent directors. Currently, we have no independent directors and lack an Audit Committee of the board of directors. Audit committee communications will have to go directly to board members and addressed with the ~~Sarbanes-Oxley Act. Since the enactment~~board of the Sarbanes-Oxley Act has resulted in the imposition of a series of rules and regulations by the SEC that increase the responsibilities and liabilities of directors and executive officers, the perceived increased personal risk associated with these changes may deter qualified individuals from accepting such roles. Consequently, it may be more difficult for us to attract and retain qualified persons to serve as our directors or executive officers, and we may need to incur additional operating costs. This could prevent us from becoming profitable. SINCE WE ANTICIPATE OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITYdirectors. We anticipate an increase in our operating expenses, without realizing any revenues from the sale of its products. Within the next 12 months, we will have costs related to (i) creating a business and marketing plan, (ii) initiation of our sales and marketing campaign, (iii) administrative expenses and (iv) expenses of this offering. 15 There is no history upon which to base any assumption as to the likelihood that we will prove successful. We cannot provide investors with any assurance that our products will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment. IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO EXPENSIVE, OUR BUSINESS WILL FAIL. We require $42,000 to begin creation/implementation of the business and marketing plan. This amount includes the $8,500 required for offering expense. We will require additional funding of approximately $425,000 to fully execute our business plan and bring our products to the marketplace. We intend to accomplish this in two stages. Stage One will require additional funding of $150,000 to start implementing the business plan (0-6 Months). Stage Two will require additional funding of $275,000 (7-12 Months) to completely execute our marketing and sales strategy. As of January 31, 2011, we had cash on hand of $8,900. No assurance can be given that we will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. Our inability to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and its financial conditions. If we are not successful in earning revenue once we have started our sales activity, we may require additional financing to sustain our business operations. Currently, we do not have any arrangements for financing and can provide no assurances ~~to investors~~ that we will be able to ~~obtain~~attract and maintain independent directors on our board or form an Audit Committee in compliance with Sarbanes-Oxley.

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We do not expect to pay cash dividends in the foreseeable future.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any ~~when required. Obtaining additional financing would~~future dividends will be made at the discretion of our board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

As a public company, we are subject to complex legal and accounting requirements that will require us to incur significant expenses and will expose us to risk of non-compliance.

As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses and pose challenges for our management.

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated thereunder, the Sarbanes-Oxley Act and SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the U.S. public markets. Our management team will need to devote significant time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

We will need to raise substantial additional capital in the future to fund our operations and we may be unable to raise such funds when needed and on acceptable terms.

The extent to which we sell equity or debt securities as a source of funding will depend on a number of factors, including ~~our sales results. These factors may have an affect on~~ the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us. WE DO NOT HAVE SUFFICIENT CAPITAL TO CONTINUE MAINTAINING OUR REPORTING STATUS. As of the date of this Prospectus, the current funds available to us will not be sufficient to continue maintaining our reporting status with the SEC. Our management believes that if we cannot maintain our reporting status with the SEC we will have to cease all efforts directed towards developing our company. As such, any investment could be lost in its entirety. Risks Related To This Offering - ------------------------------ BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK We intend to apply to have our common stock quoted on the OTC Bulletin Board. This process takes at least 60 days and the application must be made on our behalf by a market maker. Our stock may be listed or traded only to the extent that there is interest by broker-dealers in acting as a market maker. Despite our best efforts, it may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. We may consider pursuing a listing on the OTCBB after this registration becomes effective and we have completed our offering. If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing ~~market prices at the time of the sale. 16~~ We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common ~~stock. You~~stock, the volume of trading in our common stock and the extent to which we are able to secure funds from other sources.

When we elect to raise additional funds or additional funds are required, we may raise such funds from time to time through public or private equity offerings, debt financings, corporate collaboration and licensing arrangements or other financing alternatives. Additional equity or debt financing or corporate collaboration and licensing arrangements may not be ~~able to sell your shares at their purchase price or at any price~~available on acceptable terms, if at all. ~~Accordingly,~~If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we will be prevented from pursuing acquisition, licensing, development and commercialization efforts and our ability to generate revenues and achieve or sustain profitability will be substantially harmed.

If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. Any debt financing or additional equity that we raise may contain terms, such as liquidation and other preferences, which are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish valuable rights to our technologies, future revenue streams or product candidates or to grant licenses on terms that may not be favorable to us. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, our business, operating results, financial condition and prospects could be materially and adversely affected and we may be unable to continue our operations.

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We are subject to penny stock regulations and restrictions and you may have difficulty ~~reselling any~~selling shares you purchase from the selling security holders. INVESTING IN OUR COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor. INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH We have only been recently formed and have only a limited operating history and no earnings, therefore, the price of the offered shares is not based on any data. The offering price and other terms and conditions regarding our shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. common stock.

Our ~~net tangible book value per share of~~ common stock is $0.0008 as of January 31, 2011, our most recent financial statement date. The arbitrary offering price of $0.014 per common share as determined herein is substantially higher than the net tangible book value per share of our common stock. Our assets do not substantiate a share price of $0.014. This premium in share price appliessubject to the ~~terms~~provisions of ~~this offering. The offering price will not change for the duration~~Section 15(g) and Rule 15g-9 of the ~~offering even if we obtain a listing on any exchange or become quoted on~~Securities Exchange Act of 1934 (the “Exchange Act”), commonly referred to as the ~~OTC Bulletin Board. BECAUSE WE HAVE 250,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILUTING THE CURRENT SHARE HOLDERS' EQUITY We have 250,000,000 authorized shares,~~“penny stock rule.” Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition of ~~which only 9,000,000 are currently issued and outstanding and only 12,000,000 will be issued and outstanding if this offering~~“penny stock” that is ~~completely sold. Our management could, without the consent~~found in Rule 3a51-1 of the ~~existing shareholders, issue substantially more shares, causing~~Exchange Act. The SEC generally defines a large dilution in the equity position of our current shareholders. Additionally, large share issuances would generally have a negative impact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your investment. AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS, IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THE ENTIRE INVESTMENT Invested funds for this offering will not be placed in an escrow or trust account and if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors. 17 WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO THERE WILL BE LESS WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN US We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment. IN THE EVENT THAT OUR SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF OUR SHARES In the event that our shares are traded, and ourpenny stock trades below $5.00 per share, our stock would be known as a "penny stock", which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. ~~Depending on market fluctuations,~~We are subject to the SEC’s penny stock rules.

Since our common stock ~~could be considered~~is deemed to be ~~a "penny stock". A~~ penny stock, trading in the shares of our common stock is subject to ~~rules that impose~~ additional sales practice requirements on ~~broker/dealers~~broker-dealers who sell ~~these securities~~penny stock to persons other than established customers and accredited investors. “Accredited investors” are persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) or annual income exceeding $200,000 or $300,000 together with their spouse. For transactions covered by these rules, ~~the broker/dealer~~broker-dealers must make a special suitability determination for the purchase of ~~these securities. In addition, he~~such security and must ~~receive~~have the ~~purchaser's~~purchaser’s written consent to the transaction prior to the purchase. ~~He must also provide certain written disclosures~~Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the ~~purchaser.~~first transaction of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny stocks. Consequently, ~~the "penny stock"~~these rules may restrict the ability of ~~broker/dealers~~broker-dealer to ~~sell~~trade and/or maintain a market in our ~~securities,~~common stock and may ~~negatively~~ affect the ability of ~~holders of~~our stockholders to sell their shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to. FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT YOUR ABILITY TO BUY AND SELL OUR COMMON STOCK, WHICH COULD DEPRESS THE PRICE OF OUR SHARES. FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price. 18 YOU MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF YOUR SHARES DUE TO STATE "BLUE SKY" LAWS. Each state has its own securities laws, often called "blue sky" laws, which (1) limit sales of securities to a state's residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state. We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed this Prospectus. We will initially focus our offering in the state of Florida and will rely on exemptions found in section 517.061 of the Florida Securities and Investor Protection Act.

There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification. USE OF PROCEEDS Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.014. The following table sets forth the uses of proceeds assuming the sale of 33%, 66% and 100%, respectively, of the securities offered for sale by us. USE OF PROCEEDS TABLE IF 33% OF IF 66% OF IF 100% OF SHARES SOLD SHARES SOLD SHARES SOLD ----------- ----------- ----------- GROSS PROCEEDS FROM THIS OFFERING $ 13,266 $ 26,532 $ 42,000 =========== =========== =========== LESS: OFFERING EXPENSES Accounting fees 3,000 3,000 3,000 Legal fees 4,000 4,000 4,000 Printing 250 250 250 Transfer Agent 1,250 1,250 1,250 ----------- ----------- ----------- TOTAL $ 8,500 $ 8,500 8,500 LESS: BUSINESS PLAN DEVELOPMENT $ 4,766 $ 18,032 $ 33,500 ----------- ----------- ----------- TOTALS $ 13,266 $ 26,532 $ 42,000 =========== =========== =========== Even if we are able to sell all of the securities being offered in this Prospectus, we will still require approximately $425,000 (including the anticipated $42,000 capital raise) to cover our anticipated expenses over the next 12 months. Please review our disclosure titled "Plan of Operations" in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" elsewhere in this Prospectus. Please note that there can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we ~~will be able~~would remain subject to ~~raise such funds. 19~~ ~~If we are only able to sell less than 33%~~Section 15(b)(6) of the ~~securities we are offering, substantially all~~Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the ~~funds raised by this offering will~~SEC finds that such a restriction would be spent on assuring that we meet our corporate and disclosure obligations so that we remain in good standing with the State of Florida and maintain our status as a reporting issuer with the SEC. DETERMINATION OF OFFERING PRICE The offering price for the shares in this offering was arbitrarily determined. In determining the initial public offering price of the shares we considered several factors including the following: o our start up status; o our new business structure and operations as well as lack of client base; o prevailing market conditions, including the history and prospects for our industry; o majority of nutraceutical companies are not public and market conditions tend to be harder on new businesses; o our future prospects and the experience of our management; o our capital structure; Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public ~~market~~interest.

While we currently qualify as an “emerging growth company” under the Jumpstart of Business Startups Act of 2012, or the JOBS Act, when we lose that status the costs and demands placed upon our management will increase.

Because we are a publicly reporting company, we will continue to be deemed an emerging growth company until the earliest of (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion (as indexed for inflation); (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of common ~~stock. You cannot~~stock under this registration statement; (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt; or (iv) the date on which we are deemed to be ~~sure that~~a “large accelerated filer, ” as defined by the Securities and Exchange Commission, which would generally occur upon our attaining a public ~~market for any~~float of at least $700 million. Once we lose emerging growth company status, we expect the costs and demands placed upon our ~~securities will develop~~management to increase, as we would have to comply with additional disclosure and ~~continue or that the securities will ever trade at~~accounting requirements, particularly if we would also not qualify as a ~~price at or higher than the offering price in this offering. DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES~~ smaller reporting company.

The ~~price~~JOBS Act permits “emerging growth companies” like us, upon becoming a publicly-reporting company, to rely on some of the ~~current offering~~reduced disclosure requirements that are already available to smaller reporting companies. As long as we qualify as an emerging growth company or a smaller reporting company, we would be permitted to omit the auditor’s attestation on internal control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act, as described above, and are also exempt from the requirement to submit “say-on-pay”, “say-on-pay frequency” and “say-on-parachute” votes to our stockholders and may avail ourselves of reduced executive compensation disclosure that is ~~fixed at $0.014 per share. This price is significantly greater than~~already available to smaller reporting companies.

In addition, Section 107 of the ~~price paid by our Sole officer and director for common equity since our inception on January 11, 2011. Our sole officer and Director paid $ 0.001 per share, a difference~~JOBS Act also provides that an emerging growth company can take advantage of ~~$0.013 per share lower than~~ the ~~share price~~exemption from complying with new or revised accounting standards provided in ~~this offering. Dilution represents~~Section 7(a)(2)(B) of the ~~difference between~~Securities Act of 1933, as amended, as long as we are an emerging growth company. An emerging growth company can therefore delay the ~~offering price and~~adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the ~~net tangible book value per share immediately after completion~~benefits of this ~~offering. Net tangible book value is~~until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of this exemption. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will cease to be an emerging growth company at such time as described in the ~~amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly~~paragraphs immediately above. Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, ~~of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also~~there may be a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders. EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD - --------------------------------------------------- Price per share................................................... $ 0.014 Net tangible book value per share before offering................. $ 0.001 Net tangible book value per share after offering.................. $ 0.0043 Increase to present stockholders in net tangible book value per share after offering......................................... $ 0.0033 Capital contributions............................................. $ 42,000 Capital contribution by officer & director in Jan 2011...... $ 9,000 Number of shares outstanding before the offering.................. 9,000,000 Number of shares after offering held by existing stockholders..... 9,000,000 Percentage of ownership after offering............................ 75% 20 PERCENTAGE OF SHARES SOLD ---------------------------- DILUTION TO NEW SHAREHOLDERS 33% 66% 100% - ---------------------------- -------- -------- -------- Per share offering price ......................... $ 0.014 $ 0.014 $ 0.014 Net tangible book value per share before offering $(0.001) $(0.001) $(0.001) Net tangible book value per share after offering . $ 0.0023 $ 0.0033 $ 0.0043 Increase in book value attributable to new shareholders .................................... $ 0.0013 $ 0.0023 $ 0.0033 Dilution to new shareholders ..................... $ 0.0117 $ 0.0107 $ 0.0098 THE OFFERING We are registering 3,000,000 shares of our common stock for offer and sale at $0.014 per share. There is currently noless active trading market for our common stock and ~~such a~~our stock price may be more volatile and could cause our stock price to decline.

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Our common stock is subject to price volatility unrelated to our operations.

The market ~~may not develop or be sustained. We currently plan to have~~price of our common stock ~~listing~~could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or ourselves. In addition, the OTCQB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Trading in our common stock on the OTC ~~Bulletin Board,~~Markets is limited and sporadic making it difficult for our shareholders to sell their shares or liquidate their investments.

Trading in our common stock is currently published on the OTC Market Group, Inc.’s OTCQB tier. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the ~~effectiveness~~operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management’s attention and resources.

The issuance of our common stock to the selling stockholder may cause substantial dilution to our existing stockholders and the sale of the shares of common stock acquired by the selling stockholder could cause the price of our common stock to decline.

We are registering for sale 490,645 shares that we may issue to the selling stockholder. It is anticipated that shares registered in this offering will be sold over a period of up to approximately twelve months from the date of this ~~Registration Statement. In addition,~~prospectus. The number of shares ultimately offered for sale by the selling stockholder under this prospectus is dependent upon the number of shares the selling stockholder elects to convert from the convertible promissory note. Depending upon market liquidity at the time, sales of shares of our common stock issued upon conversion of the promissory note may cause the trading price of our common stock to decline.

The selling stockholder may sell all, some or none of our shares that it holds or comes to hold upon conversion of the promissory note. Sales by the selling stockholder of shares acquired upon conversion of the promissory note and sold under the registration statement, of which this prospectus is a part, may result in dilution to the interests of other holders of our common stock. The sale of a substantial number of shares of our common stock by the selling stockholder in this offering, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

We are registering 490,645 shares of common stock to be issued upon conversion of the promissory note. The sales of such shares could depress the market ~~maker will be required~~price of our common stock.

We are registering 490,645 shares of common stock under the registration statement of which this prospectus is a part, pursuant to ~~file a Form 211~~the registration rights agreement with the ~~Financial Industry Regulatory Authority (FINRA) and FINRA has to clear~~selling stockholder. Notwithstanding the ~~form 211 before~~selling stockholder’s ownership limitation, the ~~market maker~~490,645 shares will ~~be able to make a market in~~represent approximately 23.17% of our shares of common stock. Once the market maker is able to make a market, a market should develop. At the date hereof, we are not aware that any market maker has any such intention. We may not sell the shares registered herein until the registration statement filed with the Securities and Exchange Commission is effective. Further, we will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. Upon effectiveness, allstock held by nonaffiliated shareholders immediately after issuance of the shares ~~being registered herein~~upon conversion of the promissory note. The sale of these shares into the public market by the selling stockholder could depress the market price of our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements. When used in this prospectus or in any other presentation, statements which are not historical in nature, including the words “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” “may,” “project,” “plan” or “continue,” and similar expressions are intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.

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The forward-looking statements in this prospectus are based upon our management’s beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking statements involve risks and uncertainties, some of which are not currently known to us that may ~~become tradable. The stock may~~cause our actual results, performance or financial condition to be ~~traded~~materially different from the expectations of future results, performance or ~~listed only~~financial condition we express or imply in any forward-looking statements. These forward-looking statements are based on our current plans and expectations and are subject to ~~the extent~~a number of uncertainties and risks that ~~there is interest by broker-dealers in acting~~could significantly affect current plans and expectations and our future financial condition and results.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a ~~market maker~~result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur. We qualify any and all of our ~~stock. Despite~~forward-looking statements entirely by these cautionary factors. As a consequence, current plans, anticipated actions and future financial conditions and results may differ from those expressed in any forward-looking statements made by or on our ~~best efforts, it may~~behalf. You are cautioned not ~~be able~~ to ~~convince any broker/dealers to act as market-makers and make quotations~~unduly rely on such forward-looking statements when evaluating the ~~OTC Bulletin Board. We may consider pursuing a listing on the OTCBB after this registration becomes effective and we have completed our offering.~~ information presented herein.

USE OF PROCEEDS

The price per share will remain at $0.014 even if we obtain a listing on any exchange or are quoted on the Over-The-Counter (OTC) Bulletin Board, the offering price of $0.014 will not change for the duration of the offering. Weselling stockholder will receive all of the proceeds from ~~such sales~~the sale of ~~securities and are bearing all expenses in connection with the registration of our shares. PLAN OF DISTRIBUTION~~their shares offered by them under this prospectus. We ~~are offering the shares on a "self-underwritten" basis directly through Sarah Keck, our sole officer and director named herein. Ms. Keck,~~ will not receive any ~~commissions or other remuneration~~proceeds from the sale of ~~any kind~~the shares sold by the selling stockholder. If all the registered shares are converted, our outstanding debt will be reduced by principal and interest in ~~connection with her participation~~the amount of $4,906.

DILUTION

The sale of our common stock issuable upon conversion of the promissory note may have a dilutive impact on our shareholders. As a result, our net loss per share could increase in future periods and the market price of our common stock could decline.

After giving effect to the conversion in this offering ~~based either directly~~of 490,645 shares of common stock at a conversion rate of $0.01 per share, our pro forma as adjusted net tangible book value as of October 31, 2015 would have been approximately $(346,910), or ~~indirectly~~$(0.16) per share of common stock. This represents an immediate increase in pro forma as adjusted net tangible book value of $0.04 per share to our existing stockholders and an immediate dilution of $0.17 per share to our new shareholders.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Public Market for common stock

Our common stock began trading on ~~transactions~~the “Over the Counter” Bulletin Board (“OTC”) under the symbol “NTRR” in ~~securities. This offering~~October 2011. The following table sets forth, for the period indicated, the prices of the common stock in the over-the-counter market, as reported and summarized by OTC Market Group, Inc.’s OTCQB tier. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions. There is ~~a self-underwritten offering, which means that it does not involve the participation~~an absence of an ~~underwriter~~established trading market for the Company’s common stock, as the market is limited, sporadic and highly volatile, which may affect the prices listed below.


	High		Low
Fiscal Year Ended January 31, 2015
Quarter ended January 31, 2015	$	0.21	$	0.07
Quarter ended October 31, 2014	$	0.28	$	0.09
Quarter ended July 31, 2014	$	0.59	$	0.20
Quarter ended April 30, 2014	$	0.95	$	0.37

Fiscal Year Ended January 31, 2014
Quarter ended January 31, 2014	$	1.00	$	0.28
Quarter ended October 31, 2013	$	1.28	$	0.30
Quarter ended July 31, 2013	$	1.85	$	0.22
Quarter ended April 30, 2013	$	6.50	$	0.11

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Holders

We had approximately 3 record holders of our common stock as of February 5, 2016, according to ~~market, distribute~~the books of our transfer agent. The number of our stockholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.

Dividends

There are no restrictions in our articles of incorporation or ~~sell~~bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, does prohibit us from declaring dividends where, after giving effect to the ~~shares offered under this prospectus. This offering is also being made on a best efforts basis with no minimum amount required~~distribution of the dividend:


·	we would not be able to pay our debts as they become due in the usual course of business; or

·	our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and do not plan to ~~close the transaction. In addition, investments made~~declare any dividends in the ~~offering will not subject~~foreseeable future.

Common Stock

We are authorized to ~~refund, will not be held in escrow and will be immediately available for our use. This offering will terminate upon the earlier to occur~~issue 480,000,000 shares of (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, (ii) the date on which all 3,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days beyond the initial offering period if any shares remain unsold. 21 We anticipate that we will be initially offering our securities in the State of Florida. Once this Registration Statement is effective, and if Ms. Keck, believes that there is sufficient interest in our company to offer our securities in the state of Florida, we will register with the state of Florida under 'blue sky' laws. However, we have not yet applied for 'blue sky' registration in the state of Florida, or any other state, and there can be no assurance that we will be able to apply, or that our application will be approved and our securities will be registered, in Florida or any other state in the US. For further discussion regarding 'blue sky' registration please see 'Risk Factors' elsewhere in this Prospectus. Ms. Keck, will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. 1. Ms. Keck, is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of her participation; 2. Ms. Keck, will not be compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; 3. Ms. Keck, is not, nor will she be at the time of participation in the offering, an associated person of a broker-dealer; and 4. Ms. Keck, meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Our officers, directors, control persons and affiliates do not intend to purchase any shares in this offering. If applicable, the shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states. In addition and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective. We will not use public solicitation or general advertising in connection with the offering. Once this registration statement is declared effective by the SEC, we anticipate inviting interested parties to review the registration statement. Initial introductions to interested parties will be made through verbal communications. This offering will continue for the longer of: (i) 90 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,000,000 shares registered hereunder have been sold. We may at our discretion extend the offering for an additional 90 days beyond the initial offering period if any shares remain unsold. 22 SUBSCRIPTION PROCEDURE Each subscriber to this offering must execute and deliver to the Company a copy of the Subscription Agreement attached to this registration statement as exhibit 99.1. The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription Agreement and return a copy of the materials to the subscriber. The Company shall have the right to accept or reject any subscription, in whole or in part. An acknowledgment of the acceptance of a subscription will be returned to the subscriber promptly after acceptance. Payment for the amount of the shares subscribed for shall be made at the time of delivery of the properly executed Subscription Agreement, or at such later date as the Company may specify by written notice to the subscriber (unless such date is deferred in the sole discretion of the Company), by check, bank draft or wire transfer of funds immediately available to the Company at the address set forth in the Subscription Agreement or to an account specified by the Company. The date upon which the transaction contemplated by the Subscription Agreement shall become effective (the "Closing") will occur on such date or within such period as may be specified at the discretion of the Company with written notice to the Subscriber. There is no minimum aggregate amount of Shares which must be sold as a condition precedent to the Closing, and the Company may provide for one or more Closings while continuing to offer the Shares that constitute the unsold portion of the Offering. DESCRIPTION OF SECURITIES COMMON STOCK Our authorized number of shares is Two Hundred Fifty Million (250,000,000). The authorized common stock, ~~is Two Hundred Fifty Million (250,000,000) shares~~ with a par value of ~~$0.0001. Shares~~$0.001 per share. The closing price of our common ~~stock: o have equal ratable rights to dividends from funds legally available if and when declared~~stock on February 5, 2016, as quoted by ~~our Board of Directors; o are entitled to share ratably in all of our assets available for distribution to holders~~OTC Markets Group, Inc., was $1.42. There were 1,722,472 shares of common stock ~~upon liquidation, dissolution or winding up~~issued and outstanding as of ~~our affairs; o do not~~February 5, 2016. All shares of common stock have ~~preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and o are entitled to~~ one ~~non-cumulative~~ vote per share on all matters ~~on which stockholders may vote. We refer you~~including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of the Company’s assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of the Company’s common are entitled to equal dividends and distributions per share with respect to the ~~Bylaws~~common stock when, as and if, declared by the Board of ~~our~~Directors from funds legally available.

Our Articles of Incorporation, our Bylaws, and the applicable statutes of the ~~State~~state of ~~Florida for~~Nevada contain a more complete description of the rights and liabilities of holders of our securities. ~~NON-CUMULATIVE VOTING~~

During the year ended January 31, 2015, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

On October 5, 2015, our reincorporation from Florida to Nevada resulted in a one-for-50 reverse stock split. Each shareholder received one share in the Nevada corporation for every 50 shares held in the Florida corporation. Fractional shares were rounded up to the nearest whole share, and each shareholder received at least five shares.

Preferred Stock

We are authorized to issue 20,000,000 shares of preferred stock. On November 13, 2015, the board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0.001 and ranks subordinate to our common stock. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. On the same date, the Company issued 1,000,000 shares of Series E preferred stock to Boxcar Transportation Corp., a Panama corporation whose beneficial owner is Mert Gungor, for compensation for corporate administration. Prior to this transaction, Boxcar owned 86,990 shares of common stock, or approximately 5%, of the outstanding shares of common stock.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. ~~After this offering is completed,~~

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Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to continue to pursue our ~~sole officer, director and stockholder, Ms. Sarah Keck will own approximately 75%~~business plan or to undertake any expansion of our ~~outstanding shares. 23~~ ~~CASH DIVIDENDS As~~current business activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Off Balance Sheet Arrangements

We have no significant 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 that is material to stockholders.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the ~~date~~notes to our historical financial statements. We have identified and disclosed accounting policies that are of ~~this Prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at~~particular importance in the ~~discretion~~presentation of our ~~Board of Directors and will depend upon our earnings, if any, our capital requirements and~~ financial position, ~~our general economic conditions,~~results of operations and ~~other pertinent conditions. It is our present intention not to pay any~~ cash ~~dividends~~flows and which require the application of significant judgment by management.

DESCRIPTION OF BUSINESS

Overview

We were incorporated in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. INTEREST OF NAMED EXPERTS AND COUNSEL No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employedFlorida on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee. Diane J. Harrison, Harrison Law, P.A., 6860 Gulfport Blvd. S. No. 162, South Pasadena, Florida 33707, has passed upon certain legal matters in connection with the validity of the issuance of the shares of common stock. Peter Messineo, CPA, Certified Public Accountant, of 1982 Otter Way, Palm Harbor, FL 34685, 727-421-6268 has audited our Financial Statements for the period January 11, 2011 ~~(date~~to market and participate in the nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in the actual nutraceutical products, we plan to research and bring new technology to the nutraceutical space. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the body’s vital ability to heal and maintain itself. One of ~~inception) through January 31, 2011~~the nutraceutical sub-markets is the new thriving medical cannabis market, in which we will be doing our due diligence and participating. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure from date of appointment assell them under our ~~independent registered accountant through the period of audit (inception date through January 31, 2011). BUSINESS DESCRIPTION Overview - --------~~unique brand. We ~~are~~have established a ~~development stage company and were incorporated in the State of Florida On January 11, 2011, as a for-profit company, and an established~~ fiscal year end of January ~~31, 2011. We~~31.

On January 11, 2013, we executed an Option Agreement with Purlife Distributors Inc, and authorized distributor of DrivePur and Purteq products in Canada, (hereafter referred to as “Purlife”. Purlife owns rights to market, in Canada, environmentally friendly, sustainable, and long-lasting antimicrobial solutions for indoor and outdoor surfaces. The Option Agreement shall be for a period of ninety (90) days beginning from the date of the agreement. The Company will pay Purlife a $5,000 non-refundable payment. Under the option agreement, we, will have ~~not established any business operations and have not achieved any revenue. As at January 31, 2011, we had normal cash assets~~the right to conduct a due diligence review of ~~$8,900 and incurred losses of $2,600. Since our incorporation, the development of our business has been limited~~Purlife with complete access to ~~organizational matters, the preparation of our business plan, and the preparation of our~~data, patent applications, financial statements and other ~~information presented in this Prospectus. In order~~pertinent information. From the Option Agreement, we were able to ~~implement our~~form a Joint Venture with Purlife on February 1, 2013.

On February 1, 2013, we entered into a Joint Venture Agreement with Purlife. The Joint Venture was created towards developing and marketing the brands represented by Purlife. Purlife will execute the business plan or other programs as agreed to as well as make any necessary disbursements on behalf of the Joint Venture, and collect and distribute profits in accordance with the ownership percentages. The Joint Venture will allocate profits for a period of 3 years with we ~~anticipate that~~receiving 10% and the Joint Venture receiving 90%. All loss and disbursements incurred by Purlife in acquiring, holding, and protecting the business interest and the net profits shall, during the period of the venture be paid by Purlife. All losses incurred by the Parties will be limited to their financial contribution to the Joint Venture. The Company will provide consulting to the Joint Venture and participate in strategic and operation decisions as required.

During the year ended January 31, 2014, we ~~will require total financing of $150,000 Stage one and $275,000 Stage two or~~paid a total of ~~$425,000~~$150,000 to fund the cash flow requirements as set forth in ~~addition~~an approved budget prepared by Purlife. These payments are included in general and administrative expense on the statement of operations. The Company has no further obligation to continue funding.

On May 30, 2013, we entered into a joint venture agreement with Field of View Technologies, LLC. (the “Field of View JV”). The purpose of the Field of View JV is to develop, produce, and market a new cannabis inhalation delivery system. Under the terms of the agreement, we will provide funding for the project and provide consulting services to the $42,000 in financing that we are seeking to raise through this offering. Our ability to implement our business plan is entirely dependent on our ability to secure sufficient financing; however, there is no guarantee thatField of View JV. Field of View Technologies, LLC will develop the product and manage the joint venture. In exchange, we will ~~be successful in this regard. Other than the preparation and filing of this offering, we have not taken any steps to secure the balance~~receive 25% of the ~~financing that~~profit on all inhalation cannabinoid delivery systems for a period of 36 months. The Company has committed to fund $175,000 of the costs of the Field of View JV.

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On June 5, 2013, we entered into a joint venture agreement with Vertigo Technologies, LLC. (the “Vertigo JV”). The purpose of the Vertigo JV is to develop post-production equipment in the horticultural market. Under the terms of the agreement, we will ~~require in order~~provide funding for the project. Vertigo Technologies, LLC will develop the product and manage the joint venture. In exchange, we will receive 30% of the profit on all cannabinoid post-production technology products for a period of 36 months. The Company has committed to ~~implement our business plan. Furthermore, even if~~fund $85,000 of the costs of the Vertigo JV.

On August 25, 2013, we ~~successfully execute our business plan~~entered into a joint venture agreement with Second Wave Ventures, LLC. (the “Second Wave JV”). The purpose of the Second Wave JV is to develop, produce and ~~establish~~market nutraceutical products and deliver systems. Under the terms of the agreement, we will provide funding for the operations ~~there is no guarantee that there~~of the joint venture. In exchange, we will receive 30% of the profits on all products and delivery systems within the nutraceutical market. The Company has committed to fund $85,000 under the Second Wave JV, which will be paid in weekly payments of $5,000.

On August 27, 2013, we entered into a ~~significant~~joint venture agreement with Surface to Air Solutions, LLC. (the “S2O2 JV”). The purpose of the S2O2 JV is to work together to develop, produce, and market ~~for our~~new services and products or that are utilized within the market of horticultural production. Under the terms of the agreement, we will ~~achieve significant revenues, if any. 24~~ provide management, marketing, and other consulting services to the S2O2 JV. In addition, we will re-design the web marketing material for the joint venture. NTRR will fund up to $100,000 of the operating costs of the S2O2 JV at its discretion. After an initial payment of $10,000 on September 1, 2013, funding will be made in weekly installments of $7,500. In exchange, NTRR will receive 25% of the profits on all products and services that are used within the horticultural market.

On February 11, 2014, we acquired Diamond Anvil Designs, a developer of smoke-free nutraceutical delivery systems. Diamond Anvil Designs is a development stage startup vapor pen company that is designing an all-purpose vapor pen. Currently most vapor pens are manufactured only to be used for tobacco, so we feel this an underdeveloped area of the market.

In their audit report dated ~~February 3, 2011;~~May 15, 2015; our ~~auditor~~auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. ~~Because our sole director and officer may be unwilling or unable to loan or advance any additional capital to us, we believe that if~~If we do not raise additional capital within 12twelve months, ~~of the effective date of this registration statement,~~ we may be required to suspend or cease the implementation of our business plan. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you can lose your entire investment.

We intend to market and sell nutraceutical supplement products to health practitioners. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the bodies vital ability to heal and maintain itself. Our intended direct marketing and sales will be targeted to: * Members of the American Association for Health Freedom (American Association for Health Freedom has merged with Alliance for Natural Health)www.anh-usa.org: These Physicians approach health from comprehensive perspective utilizing preventive medical techniques and less - invasive, more natural methods of patient management. including, homeopathic medicine, botanical medicine, psychology and counseling. * American Association of Naturopathic Physicians, www.naturopathic.org * American Association of Oriental Medicine, www.aaom.org * American College for Advancement in Medicine, www.acamnet.org Dedicated to educating Physicians in the latest findings and emerging procedures in complementary and alternative medicines. * American Holistic Medical Association, www.holisticmedicine.org Integrates conventional and alternative therapies to prevent and treat disease and to promote optimal health. * American Dietetic Association, www.eatright.org The largest organization of food and nutrition professionals, promoting nutrition, health and well being. * American Herbalist Guild, www.americanherbalistsguild.com Specializing in the medical use of plants. We intend to market and sell to the practitioners in these associations by utilizing our intended website (we have no ~~website to date), by attending industry tradeshows~~revenues; have incurred losses since inception, have been issued a going concern opinion from our auditors and by entering into sales agency agreements with independent agents, each of whom is granted exclusive rights to market and sell our products in their respective territory. We currently have no agreements. This healthcare practitioners market is made up of over one million MDS, Osteopaths, Naturopathic Physicians, Veterinarians and other allied healthcare professionals including nurse practitioners, physician assistants, chiropractors, acupuncturists, pharmacists, Traditional Chinese Medical doctors, nutritionists and dietitians. (http://www.highbeam.com/doc/1g1-114704235.htm) 25 The Bureau of Labor Statistics May 2009 employment figures reflect a total population of 7,200,950 Healthcare Practitioner and Technical Occupations. (http://www.bls.gov/oes/current/oes290000.htm). We intend to haverely upon the following types of products private labeled for us by entrusting the manufacturing to a nutraceutical contractor that we anticipate to be sold under our brand name. To date, we have not approached a contractor to have anysale of our intended private label brand supplement products. Typical Intended Private Label Products --------------------------------------- Aging Antioxidants/Flavonoids Circulatory Support Cognitive Support Detoxification Support Endocrine Support Essential Fatty Acids Gastrointestinal Support Immune Support Men's Health Minerals Mood/Sleep Support Multiples Musculoskeletal Support Neurological Support Proteins/Amino Acids Vitamins Women's Health Veterinary Products We anticipate it will take 12 monthssecurities and borrowing to ~~start marketing the product line. We intend to utilize consultants to assist in the execution~~fund operations.

Plan of ~~the stages in executing the business plan. We have not accomplished any of our intended efforts to date.~~ Operation

We have not generated any revenues to date and our activities have been limited to ~~develop~~developing our business ~~plan.~~plan, developing and launching our website, research and development of products and trial testing of our initial formulations. We will not have the necessary capital to fully develop the financial relationship with our ~~Business Plan~~joint venture partners until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. ~~Please see "Risk Factors" elsewhere in this Prospectus for full discussion on time potential business risk.~~ We ~~have no plans~~need to ~~change~~raise an additional $400,000 to satisfy our ~~business activities or~~commitments to ~~combine with another business and are not aware of any events or circumstances that might cause us to change~~ our plans. We have no revenue, have incurred losses since inception, have no operation, have been issued a going concern opinion from our auditors and rely upon the sale of our securities to fund operations. Business Strategy - ----------------- Our intended strategy is to build brand recognition by providing the healthcare practitioners with education and support and in turn the healthcare practitioner with education and support will hopefully recommend our products to their patients. We intend to accomplish this education and support process providing regular and frequent access to educational tools, such as webinars and live seminars. Although a practitioner may have several supplement brands in their dispensary when it comes to the moment of choice for that difficult patient and others, we are hoping that our strategy of providing good service and educational support they choose us. 26 We have not generated any revenue to date and our activities have been limited to developing the Business Plan. We will not have the necessary capital to develop our Business Plan until we are able to secure Financing. There can be no assurance that such financing will be available on suitable terms. See "Management Discussion and Analysis Plan of Operations" and Liquidity and Capital Resources." The Market - ---------- Article: Health & Wellness sales reach nearly $125 billion According to the Natural Marking Institute (NMI), Harleysville, PA, retail sales within the U.S. consumer packaged goods health and wellness industry reached almost $125 billion in 2009, representing an overall growth of 5% over the previous year. http://www.highbeam.com/doc/1g1233533792.html Article: Reaching healthcare practitioner with natural products: Examining the myriad opportunities in the healthcare practitioners market (Healthcare Practitioners Market). The practitioner market is made up over one million MDs, osteopaths, naturopathic physicians, veterinarians and other allied healthcare professionals, including nurse practitioners, physician assistants, chiropractors, acupuncturists, pharmacists, Ayurvedic doctors, Traditional Chinese Medical doctors, nutritionists and dietitians. According to Nutrition Business Journal (NBJ), San Diego, CA, and other sources, sales in the practitioner market have surpassed growth in traditional consumer-focused channels. In fact, sales in the health practitioners market have surpassed growth in traditional consumer-focused channels. In fact, sales in the health practitioner market increased 14% from 1997 to 2001, compared to the 7% growth rate for the entire supplement market during the same time period. Further, the practitioner market is estimated to grow at a rate of 10%joint venture partners over the next ~~three years, while~~twelve months. Our current cash on hand is insufficient to fully commercialize the ~~total market growth estimate continues at 7% through 2004, according~~products of our joint venture partners and fully develop our business strategy. If we are unable to ~~the Freedonia Group. This demand marks a grand opportunity for nutritional supplement companies, particularly~~raise adequate additional funds or if those ~~whose sites~~funds are ~~already shifting toward the qualified healthcare practitioner market. This new column will discuss the various issues surrounding the approach~~not available on terms that are acceptable to the healthcare practitioner market. United States Dept. Of Labor Bureau Of Labor Statistics ------------------------------------------------------- The Bureau Of Labor Statistics of the Healthcare Practitioner and Technical occupations (Major Group) dated May 2009 indicates 7,200, 950 employment of this category This major group comprises the following occupations: Chiropractors; Dentists, General; Oral and Maxillofacial Surgeons; Orthodontists; Prosthodontists; Dentist, All Other Specialists; Dietitians and Nutritionists; Optometrist; Pharmacists; Anesthesiologists; Family and General Practitioners; Internists, General; Obstetricians and Gynecologists; Pediatricians, General; Psychiatrists; Surgeons; Physicians and Surgeons, All Others; Physician Assistants; Podiatrists; Registered Nurses; Audiologists; Occupational Therapists; Physical Therapists; Radiation Therapists; Recreational Therapists; Respiratory Therapists; Speech-Language Pathologists; Therapists, All Other; Veterinarians; Health Diagnosing and Treating Practitioners, All Other; Medical and Clinical Laboratory Technologists; Medical and Clinical Laboratory Technicians; Dental 27 Hygienists; Cardiovascular Technologists and Technicians; Diagnostic Medical Sonographers; Nuclear Medicine Technologists; Radiologic Technologists and Technicians; Emergency Medical Technicians and Paramedics; Dietetic Technicians; Pharmacy Technicians; Psychiatric Technicians; Respiratory Therapy Technicians; Surgical Technologists; Veterinary Technologists and Technicians; Licensed Practical and Licensed Vocational Nurses; Medical Records and Health Information Technicians; Opticians, Dispensing; Orthotists and Prosthetics; Health Technologists and Technicians, All Other; Occupational Health and Safety Specialists; Occupational Health and Safety Technicians; Athletic Trainers; Healthcare Practitioners and Technical Workers. http://www.bls.gov/oes/current/oes290000.htm Although our projected market is sizeableus, we will not ~~have the necessary capital~~be able to ~~develop or~~ execute our business plan ~~until~~and we ~~are able to secure financing. There can be no assurance that such financing will be available on suitable terms. Management - ---------- We intend to contract with~~may cease operations.

Employees

Our sole employee is Chris Brown, our president, treasurer, secretary and sole director. Mr. Brown is not employed under a ~~contractor to private label all of our products, use consultants to build the corporate infrastructure in FINANCE, ACCOUNTING, MARKETING, SALES, WEBSITE CONSTRUCTION, SOFTWARE, PURCHASING~~written employment agreement. See,Directors, Executive Officers and ~~other administrative functions. Sales And Marketing - -------------------~~ Corporate Governance.

Intellectual Property

We intend to employee a salaried Vice President of Marketing and Sales whose responsibility will be to execute the Marketing and Sales Plan. We intend to enter into sales agency agreements with independent agents, each of whom is granted exclusive rights to market and sell our product in their respective territory. We currently have no agreements. Shows And Advertising - --------------------- We intend to augment the Marketing and Sales of our service via webinar presentations that will allow the utilization of our intended website to present to healthcare providers. We intend to deliver press releases and advertise in Health Practitioner Trade Journals and Professional Publications. We intend to Exhibit in Health Practitioner Trade Shows. Competition - ----------- Thone Research The Vitamin Company Nutraceficial International Corporation Protocol For Life Medagenics Standard Process The Nutraceutical industry is a highly competitive market. We will compete with both large and small corporations. Most of these companies have greater financial and personnel resources then we do. 28 Employees And Employment Agreements - ----------------------------------- As of January 31, 2011, we have no employees other than Ms. Keck, our sole officer and director. Ms. Keck has the flexibility to work on our business up to 10 to 25 hours per week. She is prepared to devote more time to our operations as may be required and we do not have any employment agreements with her. We do not presently have, pension, health, annuity, insurance, stock options, profit sharing,patents or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Sole officer and director. During the initial implementation of our marketing strategy, the company intends to hire independent consultants, rather than hire full time employees. We plan on hiring a Vice President of Marketing and Sales to execute the Marketing and Sales plan. Government Regulation - --------------------- Since we intend to contract to manufacture of our Nutraceutical supplement products the contractor will be responsible for adhering to if any governmental regulations. We are unaware of any governmental regulation and do not anticipate having to expend significant resources to comply with any governmental regulations of those jurisdictions in which we plan to sell our products, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements. Intellectual Property - --------------------- We do not currently hold rights to any intellectual property and have not filed for copyright or trademark protection for our name and our intended website. Research and Development - ------------------------ Since our inception to the date of this Prospectus, we have not spent any money on research and development activities. Reports to Security Holders - --------------------------- Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-732-0330. The Securities and Exchange Commission maintains an internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. 29 DESCRIPTION OF PROPERTY We maintain our statutory registered agent's office at 3572 Shady Brook Lane. Sarasota, FL 34243 and our business office is located at 3572 Shady Brook Lane, Sarasota, FL 34243. Tel: (941) 544-7035; fax: (360)852-8736. Our office space is donated free of charge by our sole officer and director. Our office space contains, fax, phones, computer and desk. LEGAL PROCEEDINGS trademarks.

Legal Proceedings

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us. ~~MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Market Information~~

- ------------------ Our common stock is not traded on any exchange. We intend to apply to have our common stock quoted on the OTC Bulletin Board once this Prospectus has been declared effective by the SEC; however, there is no guarantee that we will obtain a listing. There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange. To have our common stock listed on any of the public trading markets, including the OTC Bulletin Board, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities, and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTC Bulletin Board. This could prevent us from developing a trading market for our common stock. Holders13 - ------- As of the date of this Prospectus there was one holder of record of our common stock. Dividends - --------- To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors. Equity Compensation Plans - ------------------------- As of the date of this Prospectus we did not have any equity compensation plans. 30

~~MANAGEMENT'S~~

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ~~This section~~

Results of Operations

Nine months ended October 31, 2015 compared to the nine months ended October 31, 2014.

General and Administrative Expenses

We recognized general and administrative expenses of $389,861 and $514,021 for the nine months ended October 31, 2015 and 2014, respectively. The decrease is primarily due to a reduction in our funding of joint ventures, which declined by $77,500 between the two periods. The remainder of the ~~prospectus includes a number of forward-looking statements that reflect our current views with respect~~change is due to ~~future events~~reductions in professional fees, travel & entertainment, and financial performance. Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project" and similar expressions, or words that, by their nature, referproduct samples.

Interest Expense

Interest expense decreased from $806,102 for the nine months ended October 31, 2014 to ~~future events. You should not place undue certainty on these forward-looking statements, which apply only as~~$375,057 for the nine months ended October 31, 2015. During the nine months ended October 31, 2015, we amortized $358,328 of the ~~date~~discount on our convertible notes, compared to $737,365 for the comparable period of ~~this prospectus. These forward-looking statements are subject~~2014. This was driven by fewer conversions of our convertible notes payable into common stock.

This is offset by an increase in interest expense on our convertible notes, due to ~~certain risks~~higher average debt balances.

Loss on Acquisition of Diamond Anvil

During the nine months ended October 31, 2014, we recognized a $100,000 loss on our acquisition of Diamond Anvil. In the comparable period of 2015, we made $30,000 of additional contractual payments toward the acquisition, which we recognized as a loss.

Net Loss

We incurred a net loss of $794,918 for nine months ended October 31, 2015 as compared to $1,420,123 for the comparable period of 2014. The decrease is driven by declines in interest expense and ~~uncertainties that could cause actual results to differ materially from historical results or~~general and administrative expenses, as well as a decreased loss on our predictions. Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to "common shares" referacquisition of Diamond Anvil.

Three months ended October 31, 2015 compared to the ~~common shares in our capital stock. Overview - --------~~ three months ended October 31, 2014.

General and Administrative Expenses

We ~~are a development-stage company, incorporated~~recognized general and administrative expenses in the ~~State~~amount of ~~Florida~~$143,969 and $164,003 for the three months ended October 31, 2015 and ended 2014, respectively. The decrease is due to decreased professional fees and lower payments toward joint ventures in the latter period.

Interest Expense

Interest expense decreased from $357,835 for the three months ended October 31, 2014 to $96,519 for the three months ended October 31, 2015. During the three months ended October 31, 2015, we amortized $92,773 of the discount on ~~January 11, 2011,~~our convertible notes, compared to $338,962 for the comparable period of 2014. This decrease is due to fewer conversions of our convertible notes into common stock. This was augmented by a small decrease in interest expense on our convertible notes.

Loss on Acquisition of Diamond Anvil

During the three months ended October 31, 2014, we recognized a $10,000 loss on our acquisition of Diamond Anvil. In the comparable period of 2015, we made $0 of additional contractual payments toward the acquisition, which we recognized as a ~~for-profit company, and an established fiscal year~~loss.

Net Loss

We incurred a net loss of January 31. We have not yet generated or realized any revenues from business operations. Our auditor has issued a going concerned opinion. This means there is substantial doubt that we can continue as an on-going business$240,488 for the ~~next twelve (12)~~three months ~~unless we obtain additional capital~~ended October 31, 2015 as compared to ~~pay~~$531,838 for the comparable period of 2014. The decrease in the net loss was primarily due to decreased interest expense related to the amortization on our ~~bills. Accordingly, we must raise cash~~convertible notes. The remainder of the decrease resulted from ~~sources other than loans we undertake. From inception through~~lower professional fees and contributions to profit participation agreements.

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Results of Operations

We incurred a net loss of $1,896,815 for the year ended January 31, ~~2011, our business operations have primarily been focused on developing our business plan.~~2015. We ~~have spent~~had a ~~total~~working capital deficit of approximately $2,600 on start-up costs (legal, accounting and administrative). We have not generated any revenue from business operations. All cash currently held by us is the result of the sale of common stock to our sole officer and director. The proceeds from this offering will satisfy our cash requirements for up to 12 months. If we are unable to raise additional monies, we only have enough capital to cover the costs of this offering and to begin developing business plan and market research. The expenses of this offering include the preparation of this prospectus, the filing of this registration statement and transfer agent fees. As$334,006 as of January 31, 2011 we had $8,900 cash on hand. This cash will not cover the expenses of this offering or our working capital requirements for even one month given the undertaking of this offering and the expenses involved. Plan of Operations - ------------------2015. We ~~believe we~~ do not ~~have adequate funds to satisfy our working capital requirements~~anticipate having positive net income in the immediate future. Net cash used by operations for the next twelve months. We will need to raise additional capital to continue our operations. During the 12 months following the completion of this offering, we intend to implement our business and marketing plan. We believe we must raise an additional $425,000 to pay for expenses associated with our development over the next 12 months. $150,000 will be used to finance anticipated activities during Stage One of our development plan as described below, and $275,000 will be used to finance anticipated activities during Stage Two of our development plan as described below. As ofyear ended January 31, ~~2011, we had cash~~2015 was $546,538.

We continue to rely on ~~hand of $8,900. 31~~ ~~STAGE ONE - --------- ANTICIPATED MILESTONES - ---------------------- Complete Business & Marketing Plan Complete Market Research Complete~~advances to fund operating shortfalls and Finalize Consultant Team Complete and Finalize Selection of Vice President of Marketing and Sales Complete and Finalize Selection of Nutraceutical Supplement Contractor Company Complete and Finalize Selection of Location of Office and Warehouse and Furniture, Fixtures, Office equipment, Warehouse Shelving and Equipment. Communication lines, etc. Complete and Finalize Selection of National Shows and Advertising Complete and Finalize Selection of Consultants for Marketing and Sales tools (Brochures, Webinar, Show Display Exhibit, Advertising, Public Relations, Promotions, Website Etc.) Legal, Accounting, Auditing, Administrative Working Capital TOTAL STAGE ONE 0-6 Months Estimated Budget $ 150,000 Note: This table above doesdo not include costs related to commencing sales and marketing of our products. OPERATIONS Execute Nutraceutical Supplement Contractor Contract Execute Rental of Office & Warehouse Execute Purchase of Inventory Execute Purchase of Office & Warehouse supplies and equipment MARKETING & SALES Execute Marketing & Sales Plan Execute Vice President of Marketing & Sales Representative Organization Execute Marketing & Sales Tools Execute Contracts for Show Exhibits and Advertising MANAGEMENT & ADMINISTRATION Execute Contracting Consultant Team ADDITIONAL WORKING CAPITAL TOTAL STAGE TWO 7-12 MONTHS Estimated Budget $ 275,000 TOTAL STAGE ONE & TWO Estimated Budget $ 425,000 32 ~~Many of~~foresee a change in this situation in the developments enumerated in Stage 2 are dependent on the completion of objectives in Stage 1 and both Stages are dependent on us securing additional financing even if we are able to sell all of the securities offered by this Prospectus.immediate future. There can be no assurance that we will ~~be able~~continue to sell any of the securities offered by this Prospectus or secure additional financing. If we are able to raise some, but not all funds required to undertake the developments in Stage 1 and Stage 2, our management will re-examine our proposed business activities to use our resources most efficiently. In this event, our focus will likely be on spending available funds on assuring that we retain our reporting status with the SEC and developing our products to attract investors. If we are unable to raise additional funds wehave such advances available. We will not be able to ~~complete any~~continue operations without them. We are pursuing alternate sources of the milestones in either Stage 1 or Stage 2. Due to the fact that many of the milestones are dependent on each other, if we do not raise any additional capital we will not be able to implement any facets of our business plan. We intend to pursue capital through public or private financing, ~~as well as borrowings and other sources in order to finance our businesses activities. We cannot guarantee~~but there is no assurance that additional ~~funding~~capital will be available to the Company when needed or on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered. We have not yet begun the selection of any of our nutraceutical supplement products and even if we do secure adequate financing, there can be no assurance that our supplement nutraceutical products will be accepted by the marketplace and that we will be able to generate revenues. Our management does not plan to hire any employees at this time. Our sole officer and director will be responsible for business plan development. RESULTS OF OPERATIONS There is no historical financial information about us upon which to base an evaluation of our performance. We have spent $2,600 on our operations as ofacceptable terms.

Fiscal year ended January 31, ~~2011 on selling,~~2015 compared to the fiscal year ended January 31, 2014.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $635,866 and ~~our only other activity consisted~~$965,903 for the years ended January 31, 2015 and ended 2014, respectively. The decrease was the result of smaller contributions to profit participation agreements.

Interest Expense

Interest expense increased from $292,381 for the year ended January 31, 2014 to $1,150,949 for the year ended January 31, 2015. Interest expense for the year ended January 31, 2015 included amortization of discount on convertible notes payable in the amount of $1,068,607, compared to $253,028 for the comparable period of 2014. The remaining increase is the result of the ~~sale~~Company entering into interest-bearing convertible notes payable.

Net Loss

We incurred a net loss of ~~9,000,000 shares~~$1,896,815 for the year ended January 31, 2015 as compared to $1,258,284 for the comparable period of 2014. The increase in the net loss was primarily the result of increased interest expenses related to amortization of our common stock to our sole officer and director for aggregate proceeds of $9,000. We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent inconvertible notes during the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See "Risk Factors"). To become profitable and competitive, we must develop the business and marketing plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals. Since inception, the majority of our time has been spent creating its business plan, and preparing for a primary financial offering. 33 ~~Our results of operations are summarized below: January 11, 2011 (INCEPTION) TO~~year ended January 31, 2011 (AUDITED) ($) ---------------- Revenue ................................ - Cost of Revenue ........................ - Expenses ............................... - Net Loss ............................... - Net Loss per Share - Basic2015.

Liquidity and ~~Diluted . (0.00) Weighted Average Number Shares Outstanding - Basic and Diluted ....... 9,000,000 LIQUIDITY AND CAPITAL RESOURCES~~ Capital Resources

As of the date of this ~~prospectus,~~filing, we had yet to generate any revenues from our business operations. For the period ended January 31, 2011, we issued 9,000,000 shares of common stock to our sole officer and director for cash proceeds of $9,000. We did not issue any common shares during the three month period ended January 31, 2011.

We anticipate needing ~~a minimum~~approximately of ~~$150,000 for Stage One~~$400,000 to fund our operations and ~~an additional $275,000 for Stage Two, totaling $425,000 in order~~ to ~~effectively~~ execute our business plan over the next ~~twelve~~eighteen months. Currently available cash is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status, we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

Through January 31, ~~2011,~~2015, we ~~spent $2,600 on general operating expenses.~~have incurred cumulative losses since inception of $1,896,815. We raised the cash amounts to be used in these activities from the sale of common stock ~~to our Sole officer~~ and ~~director.~~ from advances. We currently have negative working capital of $334,006.

As of January 31, ~~2011~~2015, we had ~~$8,900~~$6,584 of cash on hand. ~~To date,~~This amount of cash will be adequate to fund our operations for approximately less than one month.

We have no known demands or commitments and are not aware of any events or uncertainties as of January 31, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity

Additional Financing

Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Directors and Officers serving our Company are as follows:

Name and Address

Age

Positions Held

Chris Brown

400 South 4th Street, Suite 500
Las Vegas, Nevada 89101

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

The sole director named above has held his office since August 15, 2014 and will serve until the next annual meeting of the stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the board of directors.

Biographical Information – Chris Brown

Mr. Brown was chosen because of his experience in branding and product launches. From 2007 to 2010, Mr. Brown was the founder of Advanced Geothermal Systems, a company which created geo-exchange systems for luxury homes and businesses. From 2010 until 2014, Mr. Brown was the founder of PurLife Distributors, which creates anti-microbial surface protection programs for multiple verticals from automotive to sports teams. Mr. Brown received a degree in political science from the University of Victoria in Canada. We have not entered into any transactions with Chris Brown described in Item 404(a) of Regulation S-K. Mr. Brown was not appointed pursuant to any arrangement or understanding with any other person.

Family Relationships

There are no family relationships among our directors or executive officers.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401(f) of Regulation S-K.

Arrangements with directors and executive officers

There are no arrangements or understandings between our sole executive officer and director and any other person pursuant to which he is to be selected as an executive officer or director.

Significant Employees and Consultants

We have no employees, other than our President, Chris Brown.

Code of Ethics

We have adopted a code of ethics that applies to our executive officers and employees.

Corporate Governance

Our business, property and affairs are managed by, or under the direction of, our board, in accordance with the Nevada Revised Statutes and our bylaws. Members of the board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management.

We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the board believes are the appropriate corporate governance policies and practices for our Company. We have adopted changes and will continue to adopt changes, as appropriate, to comply with the Sarbanes-Oxley Act of 2002 and subsequent rule changes made by the SEC and any applicable securities exchange.

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DirectorQualificationsand Diversity

The board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the board’s deliberations and decisions. Candidates shall have substantial experience with one or more publicly traded companies or shall have achieved a high level of distinction in their chosen fields. The board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in the finance and capital market industries.

In evaluating nominations to the board of directors, our board also looks for certain personal attributes, such as integrity, ability and willingness to apply sound and independent business judgment, comprehensive understanding of a director’s role in corporate governance, availability for meetings and consultation on Company matters, and the willingness to assume and carry out fiduciary responsibilities. Qualified candidates for membership on the board will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.

Under the National Association of Securities Dealers Automated Quotations definition, an “independent director” means a person other than an officer or employee of the Company or its subsidiaries or any other individuals having a relationship that, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director. The board’s discretion in determining director independence is not completely unfettered. Further, under the NASDAQ definition, an independent director is a person who (1) is not currently (or whose immediate family members are not currently), and has not been over the past three years (or whose immediate family members have not been over the past three years), employed by the company; (2) has not (or whose immediate family members have not) been paid more than $120,000 during the current or past three fiscal years; (3) has not (or whose immediately family has not) been a partner in or controlling shareholder or executive officer of an organization which the company made, or from which the company received, payments in excess of the greater of $200,000 or 5% of that organizations consolidated gross revenues, in any of the most recent three fiscal years; (4) has not (or whose immediate family members have not), over the past three years been employed as an executive officer of a company in which an executive officer of the Company has ~~managed~~served on that company’s compensation committee; or (5) is not currently (or whose immediate family members are not currently), and has not been over the past three years (or whose immediate family members have not been over the past three years) a partner of our outside auditor.

At the present time, we have no independent directors.

Lack of Committees

We do not presently have a separately designated audit committee, compensation committee, nominating committee, executive committee or any other committees of our board of directors. As such, the sole director acts in those capacities. We believe that committees of the board are not necessary at this time given that we are in the exploration stage.

The term “Financial Expert” is defined under the Sarbanes-Oxley Act of 2002, as amended, as a person who has the following attributes: an understanding of generally accepted accounting principles and financial statements; has the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the company’s financial statements, or experience actively supervising one or more persons engaged in such activities; an understanding of internal controls and procedures for financial reporting; and an understanding of audit committee functions.

Mr. Brown does not qualify as an “audit committee financial expert.” We believe that the cost related to retaining such a financial expert at this time is prohibitive, given our current operating and financial condition. Further, because we are in the development stage of our business operations, we believe that the services of an audit committee financial expert are not necessary at this time.

The Company may in the future create an audit committee to consist of one or more independent directors. In the event an audit committee is established, of which there can be no assurances given, its first responsibility would be to adopt a written charter. Such charter would be expected to include, among other things:

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·	being directly responsible for the appointment, compensation and oversight of our independent auditor, which shall report directly to the audit committee, including resolution of disagreements between management and the auditors regarding financial reporting for the purpose of preparing or issuing an audit report or related work;

·	annually reviewing and reassessing the adequacy of the committee’s formal charter;

·	reviewing the annual audited financial statements with our management and the independent auditors and the adequacy of our internal accounting controls;

·	reviewing analyses prepared by our management and independent auditors concerning significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

·	reviewing the independence of the independent auditors;

·	reviewing our auditing and accounting principles and practices with the independent auditors and reviewing major changes to our auditing and accounting principles and practices as suggested by the independent auditor or its management;

·	reviewing all related party transactions on an ongoing basis for potential conflict of interest situations; and

·	all responsibilities given to the audit committee by virtue of the Sarbanes-Oxley Act of 2002, which was signed into law by President George W. Bush on July 30, 2002.

Risk Oversight

Enterprise risks are identified and prioritized by management and each prioritized risk is assigned to the board for oversight. These risks include, without limitation, the following:


·	Risks and exposures associated with strategic, financial and execution risks and other current matters that may present material risk to our operations, plans, prospects or reputation.

·	Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines and credit and liquidity matters.

·	Risks and exposures relating to corporate governance; and management and director succession planning.

·	Risks and exposures associated with leadership assessment, and compensation programs and arrangements, including incentive plans.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of our common stock to file reports of ownership and change in ownership with the Securities and Exchange Commission and the exchange on which the common stock is listed for trading. Executive officers, directors and more than ten percent stockholders are required by regulations promulgated under the Exchange Act to furnish us with copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended December 31, 2015, we believe that our executive officers, directors and ten percent stockholders complied with all reporting requirements applicable to them.

EXECUTIVE COMPENSATION

The table below summarizes all compensation awards to, earned by, or paid to our named executive officer for all service rendered in all capacities to us for the fiscal years ended January 31, 2016, 2015 and 2014.

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SUMMARY COMPENSATION TABLE


Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Chris Brown	2016	$ 62,692	—	—	—	—	—	—	$ 62,692
CEO and	2015	31,172	—	—	—	—	—	—	31,172
Chairman of the	2014	—	—	—	—	—	—	—	—
board

Sydney Jim	2016	$ —	—	—	—	—	—	—	$ —
Former CEO and	2015	65,000	—	—	—	—	—	—	65,000
Chairman of the	2014	105,000	—	—	—	—	—	—	105,000
board

Cindy Morrissey	2016	$ —	—	—	—	—	—	—	$ —
Former CEO and	2015	—	—	—	—	—	—	—	—
Chairman of the	2014	30,000	—	—	—	—	—	—	30,000
board

Outstanding Equity Awards at the End of the Fiscal Year

OUTSTANDING EQUITY AWARDS AT JANUARY 31, 2016

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares of Stock That Have Not Vested (#)

Market Value of Shares of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: market or Payout Value of Unearned Shares or Other Rights That Have Not Vested ($)

Chris Brown

—

Sydney Jim

—

Cindy Morrissey

—

Michael Shane Henderson

—

Stock Option Grants

We have not granted any stock options to our executive officers as of March 4, 2016 .

Employment Agreements

None of our executive officers is subject to employment agreements, but we may enter into such agreements with them in the future. We have no plans providing for the payment of any retirement benefits.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of February 5, 2016, with respect to the beneficial ownership of shares of the Company’s common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of the Company’s common stock, (ii) each of our Directors, (iii) each of our Executive Officers, and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of February 5, 2016, there were 1,722,472 shares of the Company’s common stock issued and outstanding.


Name and Address of Beneficial Owner (1)	Number of Shares of Capital Stock Beneficially Owned (1)		Percentage Ownership (3)
	Common Stock	Preferred Stock	Common Stock	Preferred Stock
Boxcar Transportation Corp (2) 65 East Street House No. 35 Panama City, Panama	86,990	1,000,000	5%	100%

Chris Brown President, Secretary, Treasurer and Director 400 South 4th Street, Suite 500 Las Vegas, Nevada 89101	-0-	-0-	-0-%	-0-%

All executive officers and directors as a group (one person)	-0-	-0-	-0-%	-0-%


(1)	Under Rule 13d-3 under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 5, 2016.

(2)	The beneficial owner of Boxcar Transportation Corp. is Mert Gungor. In addition to the 86,990 shares of common s tock owned, Boxcar Transportation Corp. also owns 1,000,000 shares of the Company’s Series E preferred stock. The outstanding shares of Series E preferred share have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of common stock. As a result, Boxcar Transportation Corp. has not less than 2/3rds of the voting power of all shareholders at any time corporate action requires a vote of shareholders.

(3)	Our calculation of the percentage of beneficial ownership is based on 1,722,472 shares of common stock and 1,000,000 shares of Series E preferred stock outstanding as of February 5, 2016.

Changes in Control

The Company underwent a change in management on August 15, 2014, when Sydney Jim resigned as sole director and officer of the Company. On the same day, Chris Brown was elected to serve as sole director, president, secretary and treasurer. There are currently no arrangements which would result in a change in control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

On November 13, 2015, we issued 1,000,000 shares of Series E preferred stock to Boxcar Transportation Corp. as consideration for corporate administration.

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Director Independence

Quotations for the Company’s common stock are entered on the Over-the-Counter Bulletin Board inter-dealer quotation system and the OTC Markets, which does not have director independence requirements. For purposes of determining director independence, the Company applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As a result, the Company does not have any independent directors. Our sole director, Chris Brown, is also the Company’s principal executive officer.

SELLING STOCKHOLDER

When we refer to “Selling Stockholder” in this prospectus, we mean those persons listed in the table below, and the pledgees, donees, permitted transferees, assignees, successors, and others who later come to hold any of the Selling Stockholder’s interests in shares of our common stock other than through a public sale.

The following table sets forth as of the date of this prospectus the name of each Selling Stockholder for whom we have registered shares of common stock for resale to the public and the number of shares of common stock that each Selling Stockholder may offer pursuant to this prospectus. Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities. The information set forth below is based on information known to us. The common stock being offered by the Selling Stockholder consists of a total of 490,645 shares of the common stock issuable upon conversion of the convertible promissory note which is convertible at $0.01 per share.

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to the securities. However, the convertible note provides that the Selling Stockholder may not convert if the conversion would cause a holder’s beneficial ownership of our common stock to exceed 4.99% of the outstanding shares of common stock. Therefore, although they are included in the table below, the number of shares of common stock for some listed persons may include shares that may not be purchased during a given 60-day period used for purpose of determining beneficial ownership.

Except for relationships noted in the Selling Stockholder table, none of the Selling Stockholder has, or within the past three years has had, any position, office or material relationship with us or any of our predecessors or affiliates.


Selling Stockholder	Shares beneficially owned prior to offering (2)	Percentage of outstanding shares beneficially owned before this offering (3)	Number of shares being registered/offered and sold in this offering (4)	Number of shares beneficially owned post offering (5)	Percentage of outstanding shares beneficially owned post offering (6)
Terra First Enterprises, Inc. (1)	82,700	4.8%	490,645	573,345	33.3%


(1)	Thomas Cloud is the natural person who exercises the sole voting and or dispositive powers with respect to the shares offered by the selling stockholder.

(2)	The numbers in the column reflect the total number of shares of the common stock owned by the Selling Stockholder or its affiliates as of February 5, 2016. In addition to these shares, the Selling Stockholder or its affiliates hold several convertible promissory notes which are convertible into a total of 11,968,895 shares of common stock of the Company. All of the convertible promissory notes are subject to a conversion cap of 4.99% of the total outstanding. Therefore, the holder of the convertible notes does not have the “right” to hold more than the amount of the cap as expressed by the Commission’samicus curiae brief in the case ofMark Levy v. Southbrook International Investments, Ltd. (2^nd Cir. Mar 31, 2001).

(3)	The numbers in the column reflect the total number of shares of the common stock owned by the Selling Stockholder as a percentage of the number of shares outstanding.

(4)	This registration statement covers the number of shares issuable upon conversion of the promissory note equal to less than 30% of the outstanding shares held by nonaffiliated stockholders (“public float”). Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of common stock which become issuable by reason of any increase in the public float, stock split, stock dividend, anti-dilution provisions or similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the registrant.

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(5)	This column assumes all the shares being registered hereunder are sold. Therefore, because of the conversion cap, the amount beneficially owned by such person, in accordance with Rule 13d-3, is 4.99% less the number of shares being registered hereunder.

(6)	Based on 1,722,472 shares of common stock issued and outstanding as of February 5, 2016.

PLAN OF DISTRIBUTION

Each selling stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the over-the-counter market or any other stock exchange, market or trading facility on which the shares are traded, or in private transactions. These sales may be at fixed or negotiated prices. The distribution of the shares by the selling stockholder is not currently subject to any underwriting agreement. Each selling stockholder must use a broker-dealer which is registered in the state in which the selling stockholder seeks to sell their shares. A selling stockholder may use any one or more of the following methods when selling shares:


·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·	block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

·	purchases by a broker- dealer as principal and resale by the broker-dealer for its account;

·	conducting business in places where business practices and customs are unfamiliar and unknown;

·	an exchange distribution in accordance with the rules of the applicable exchange;

·	privately negotiated transactions;

·	settlement of short sales entered into after the date of this prospectus;

·	broker-dealers may agree with the selling stockholder to sell a specified number of the shares at a stipulated price per share;

·	a combination of any of these methods of sale;

·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

·	any other method permitted pursuant to applicable law.

The selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholder to include the pledgee, transferee or other successors in interest as selling stockholder under this prospectus. The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholder may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

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The total proceeds to the selling stockholder from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholder reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholder also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholder and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholder will be subject to the prospectus delivery requirements of the Securities Act, unless an exemption therefrom is available.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholder, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

We have advised the selling stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholder and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholder may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholder against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws and the selling stockholder’ expenses; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any.

We have agreed with the selling stockholder to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144 under the Securities Act without regard to any volume limitation requirements under Rule 144 of the Securities Act.

Penny Stock Rules

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock falls within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

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For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers to sell our ~~monthly cash flow requirement low~~common stock and may affect the ability of investors to sell their common stock in the secondary market.

We have advised the selling stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholder and its affiliates. In addition, we will make copies of this Prospectus available to the selling stockholder for ~~two reasons. First,~~the purpose of satisfying the Prospectus delivery requirements of the Securities Act.

In connection with the sale of our ~~Sole officer~~common stock or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholder may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to these broker- dealers or other financial institutions of shares offered by this prospectus, which shares these broker-dealers or other financial institutions may resell pursuant to this prospectus (as supplemented or amended to reflect these transactions).

The selling stockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. In this event, any commissions received by these broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling stockholder has informed us that it does not ~~draw~~have any agreement or understanding, directly or indirectly, with any person to distribute the common stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed seven percent (7%).

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares. We have agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

The selling stockholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against certain liabilities, including liabilities arising under the Securities Act.

Because selling stockholder may be deemed to be “underwriters” within the meaning of the Securities Act, it will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the shares by the selling stockholder.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a ~~salary~~period of two business days prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

Regulation M

We have advised each selling stockholder that while it is engaged in a distribution of the shares included in this ~~time. Second,~~prospectus it is required to comply with Regulation M promulgated under the ~~Company~~Securities Exchange Act of 1934, as amended.

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During such time as it may be engaged in a distribution of any of the shares we are registering by this registration statement, the selling stockholder is required to comply with Regulation M. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant” as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed The selling stockholder that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised The selling stockholder of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

DESCRIPTION OF SECURITIES

This prospectus includes 490,645 shares of our common stock offered by the selling stockholder. The following description of our common stock is only a summary. You should also refer to our certificate of incorporation and bylaws, which have been ~~able~~included as exhibits to ~~keep~~the registration statement of which this prospectus forms a part.

Authorized and Outstanding Capital Stock

We have authorized capital stock currently consists of 500,000,000 shares of capital stock, of which 480,000,000 are shares of common stock, par value $0.001 per share, and 20,000,000 are shares of preferred stock, par value $0.001 per share.

As of February 5, 2016, we had 1,722,472 shares of common stock held of record by approximately 3 shareholders of record and 1,000,000 shares of Series E preferred stock held by one shareholder of record.

Nevada Anti-Takeover Law and Charter and Bylaws Provisions

Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more shareholders, at least 100 of whom are shareholders of record and residents of the State of Nevada; and do business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute does not apply to our ~~operating expenses~~Company.

Common Stock

The holders of our common stock are entitled to ~~a minimum by operating in space owned~~one vote per share. In addition, the holders of our common stock will be entitled to receive ratably dividends, if any, declared by our ~~Sole officer~~board of directors out of legally available funds; however, the current policy of our board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of our board of directors and issued in the future.

Preferred Stock

Our board of directors are authorized, subject to any limitations prescribed by law, without further vote or action by our stockholders, to issue from time to time shares of preferred stock in one or more series. Each series of preferred stock will have the number of shares, designations, preferences, voting powers, qualifications and special or relative rights or privileges as shall be ~~only paying~~determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.

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The issuance in the ~~direct expenses associated with~~future of a newly designated class or series of preferred shares may have the effect of diluting the earnings per share and book value per share, as well as the stock ownership and voting rights, of the currently outstanding shares of our ~~business operations.~~ capital stock. The effect on your common stock ownership depends on the terms of the designation of the preferred stock outstanding.

Series E Preferred Stock

So long as any shares of Series E preferred stock remain outstanding, the holders are entitled, voting separately as a single class, to vote double the number of all other voting share resulting in 2/3rds of all votes. The Series E preferred shares have no other economic value. The shares are not convertible into any other class of securities, are not entitled to dividends and do not participate in distributions in liquidation.

Convertible Promissory Note

As of February 5, 2016, we had outstanding $73,940 principal amount and accrued interest of $3,829 of an unsecured convertible promissory note dated July 31, 2015. The note is convertible at the holders’ option at any time into approximately 7,776,900 shares of our common stock at conversion rates of $0.01 per share. 490,645 shares of the common stock issuable upon conversion of the note are being registered by this prospectus. Conversion is limited to not more than 4.99% of the outstanding shares of common stock at any time. Therefore, the holder of the convertible note does not have the “right” to hold more than the amount of the cap as expressed by the Commission’samicus curiae brief in the case ofMark Levy v. Southbrook International Investments, Ltd. (2^nd Cir. Mar 31, 2001).

Transfer Agent

Our transfer agent is Island Stock Transfer, 15500 Roosevelt Blvd., Suite 301, Clearwater, FL 33760. 727-289-0010

OTC Market Group, Inc.’s OTCQB tier Quotation

Our common stock is quoted on the OTC Market Group, Inc.’s OTCQB tier under the trading symbol “NTRR.”

Warrants

As of the date of this ~~registration statement,~~prospectus we have no outstanding warrants.

Dividends

We have never declared or paid any cash dividends on shares of our capital stock. We currently intend to retain earnings, if any, to fund the ~~current funds available to~~development and growth of our business and do not anticipate paying cash dividends in the ~~Company~~foreseeable future. Our payment of any future dividends will ~~not~~ be ~~sufficient to continue maintaining a reporting status. Management believes if~~at the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety. The Company currently has no external sourcesdiscretion of ~~liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on~~our board of directors after taking into account various factors, including our financial condition, operating results, cash needs and growth plans.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that it will indemnify its officers and directors to the full extent permitted by Nevada state law. Our bylaws provide that we will indemnify and hold harmless our officers and directors for any liability including reasonable costs of defense arising out of any act or ~~immediate access~~omission taken on our behalf, to ~~capital. 34~~ If the ~~Company~~full extent allowed by Nevada law, if the officer or director acted in good faith and in a manner the officer or director reasonably believed to be in, or not opposed to, the best interests of the corporation.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is ~~unable~~against public policy as expressed in the Securities Act and is therefore unenforceable.

- 26 -

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed upon for us by Sonfield & Sonfield, Houston, Texas.

EXPERTS

The consolidated financial statements of our company included in this prospectus and in the registration statement have been audited by M&K CPAS, PLLC, an independent registered public accountant, to ~~raise~~ the ~~funds partially through~~extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance on such report, given the authority of said firm as an expert in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the ~~Company~~common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

WHERE YOU CAN FIND MORE INFORMATION

We filed with the Securities and Exchange Commission a registration statement under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We file periodic reports under the Exchange Act, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission. These periodic reports and other information are available for inspection and copying at the regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above.

- 27 -

INDEX TO FINANCIAL STATEMENTS


Consolidated Financial Statements as of and for the nine months and three months ended October 31, 2015

Consolidated Balance Sheets as of October 31, 2015 and January 31, 2015 (unaudited)		F-2

Consolidated Statements of Operations for the nine months and three months ended October 31, 2015 and 2014 (unaudited)		F-3

Consolidated Statement of Changes in Stockholders’ deficit for the nine months ended October 31, 2015 (unaudited)		F-4

Consolidated Statements of Cash Flows for the nine months ended October 31, 2015 (unaudited)		F-5

Notes to the Consolidated Financial Statements - October 31, 2015		F-6

Consolidated Financial Statements as of and for the years ended January 31, 2015 and 2014

Report of Independent Registered Public Accounting Firms		F-11

Consolidated Balance Sheets as of January 31, 2015 and July 31, 2014		F-12

Consolidated Statements of Operations for the years ended January 31, 2015 and 2014		F-13

Consolidated Statement of Changes in Stockholders’ deficit for the years ended January 31, 2015 and 2014		F-14

Consolidated Statements of Cash Flows for the years ended January 31, 2015 and 2014		F-15

Notes to the Consolidated Financial Statements - January 31, 2015		F-16

NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

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

NEUTRA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Nine months ended October 31,						Three months ended October 31,
	2015			2014			2015			2014

REVENUE	$	—		$	—		$	—		$	—

OPERATING EXPENSES
General and administrative expenses		389,861			514,021			143,969			164,003

LOSS FROM OPERATIONS		(389,861	)		(514,021	)		(143,969	)		(164,003	)

OTHER INCOME (EXPENSE)
Interest expense		(375,057	)		(806,102	)		(96,519	)		(357,835	)
Loss on Diamond Anvil acquisition		(30,000	)		(100,000	)		—			(10,000	)
Total other income (expense)		(405,057	)		(906,102	)		(96,519	)		(367,835	)

NET LOSS	$	(794,918	)	$	(1,420,123	)	$	(240,488	)	$	(531,388	)

NET LOSS PER COMMON SHARE – Basic and diluted	$	(0.76	)	$	(2.95	)	$	(0.20	)	$	(0.85	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted		1,051,416			482,164			1,174,949			622,054

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

NEUTRA CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)


	Common Stock			Series E Preferred Stock			Additional Paid In			Common Stock			Accumulated			Total
	Shares	Amount		Shares	Amount		Capital			Payable			Deficit			Equity

BALANCE, January 31, 2015	903,182	$	903	—	$	—	$	3,157,811		$	60,000		$	(3,604,669	)	$	(385,955	)

Shares issued for conversion of notes payable	253,185		253	—		—		421,121			—			—			421,374
Shares issued for common stock payable	24,000		24	—		—		59,976			(60,000	)		—			—
Discount on issuance of convertible note payable	—		—	—		—		407,683			—			—			407,683
Share rounding on reverse split	4,448		5	—		—		(5	)		—			—			—
Net loss	—		—	—		—		—			—			(794,918	)		(794,918	)

BALANCE, October 31, 2015	1,184,815	$	1,185	—	$	—	$	4,046,586		$	—		$	(4,399,587	)	$	(351,816	)

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

NEUTRA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Nine months ended October 31,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(794,918	)	$	(1,420,123	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable		358,328			737,365
Loss on acquisition of Diamond Anvil		30,000			100,000

Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		6,214			57,085
Accrued interest payable		16,729			68,737
NET CASH USED IN OPERATING ACTIVITIES		(383,647	)		(456,936	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid to acquire Diamond Anvil		(30,000	)		(100,000	)
NET CASH USED IN INVESTING ACTIVITIES		(30,000	)		(100,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		407,683			519,531
NET CASH PROVIDED BY FINANCING ACTIVITIES		407,683			519,531

NET DECREASE IN CASH		(5,964	)		(37,405	)

CASH, at the beginning of the period		6,584			46,551

CASH, at the end of the period	$	620		$	9,146

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—

Noncash investing and financing transaction:
Refinancing of advances into convertible notes payable	$	407,683		$	619,168
Beneficial conversion discount on convertible note payable	$	407,683		$	619,168
Conversion of convertible notes payable	$	421,374		$	738,329

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

NEUTRA CORP.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2015

Note 1. General Organization and Business

Neutra Corp. was incorporated in Nevada on January 11, 2011 to market and participate in the nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in the actual nutraceutical products, we plan to research and bring new technology to the nutraceutical space. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the body’s vital ability to heal and maintain itself. One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we intend to participate. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. We have established a fiscal year end of January 31.

We have not generated any revenues to date and our activities have been limited to developing our business plan, developing and launching our website, research and development of products and trial testing of our initial formulations. We will ~~seek alternative financing through means such as borrowings from institutions~~not have the necessary capital to fully develop or ~~private individuals.~~execute our business plan until we are able to secure additional financing. There can be no assurance that ~~the Company~~such financing will be ~~able to keep costs from being more than these estimated amounts or that the Company will be able~~available on suitable terms. We need to raise ~~such funds. Even~~additional funds in order to implement our business plan. Our current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we ~~sell all shares offered through this registration statement, we expect that the Company~~ will ~~seek additional financing in the future. However, the Company may~~ not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer forexecute our business ~~or another entity with which~~plan and we ~~could create~~may cease operations.

On February 11, 2014, we acquired Diamond Anvil Designs, a ~~joint venture. If all~~developer of ~~these alternatives fail,~~smoke-free nutraceutical delivery systems. Diamond Anvil Designs is a startup vapor pen company that is designing an all-purpose vapor pen. Currently most vapor pens are manufactured only to be used for tobacco, so we ~~expect~~believe this an underdeveloped area of the market.

On October 5, 2015, we reincorporated from Florida to Nevada. The reincorporation was approved by our board of directors and by the holders of a majority of our common stock. Each shareholder received one share in the Nevada corporation for every 50 shares they held in the Florida corporation. Fractional shares were rounded up to the nearest whole share, and each shareholder received at least five shares. Our authorized shares increased to 480,000,000 shares of common stock and 20,000,000 shares of preferred stock.

Note 2. Going Concern

The accompanying financial statements have been prepared assuming that we will continue as a going concern. For the ~~Company will be required to seek protection~~nine months ended October 31, 2015, we had a net loss of $794,918 and negative cash flow from ~~creditors under applicable bankruptcy laws. Our independent auditor has expressed~~operating activities of $383,647. As of October 31, 2015, we had negative working capital of $339,557. Management does not anticipate having positive cash flow from operations in the near future.

These factors raise a substantial doubt about our ability to continue as a going ~~concern~~concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and ~~believes~~classification of assets or the amounts and classifications of liabilities that ~~our ability is dependent~~may result from the possible inability of the Company to continue as a going concern.

We do not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the we will not be able to remain in business.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on ~~our ability~~raising the funds necessary to implement our business ~~plan, raise~~plan. Management will continue to seek out debt financing to obtain the capital ~~and generate revenues. See Note 2 of~~required to meet our financial ~~statements. Recent Federal legislation, including~~obligations. There is no assurance, however, that lenders will continue to advance capital to us or that the ~~Sarbanes-Oxley Act~~new business operations will be profitable. The possibility of ~~2002, has resulted~~failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about our ability to continue as a going concern.

In the long term, management believes that our projects and initiatives will be successful and will provide cash flow, which will be used to finance our future growth. However, there can be no assurances that our planned activities will be successful, or that we will ultimately attain profitability. Our long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and our ability to achieve adequate profitability and cash flows from operations to sustain its operations.

Note 3. Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the ~~adoption~~United States of ~~various corporate governance measures designed~~America (“GAAP”) for interim financial information and with the instructions to ~~promote~~Form 10-Q and Regulation S-X. Accordingly, the ~~integrity~~consolidated financial statements do not include all of the ~~corporate~~information and footnotes required by GAAP for complete financial statements. In the opinion of management, ~~and the securities markets. Some of these measures~~all adjustments considered necessary for a fair presentation have been ~~adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges,~~included and such ~~as the NYSE or The NASDAQ Stock Market, on which their securities~~adjustments are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions. Although the Company has adopted a Code of Ethics and Business Conduct the Company has not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, the Company is not required to do so. The Company has not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, the Company may seek to establish an audit and other committees of our board of directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions. 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 our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders. 35 ~~INFLATION The effect of inflation on our revenues and operating results has not been significant. CRITICAL ACCOUNTING POLICIES Our~~normal recurring nature. These consolidated financial statements ~~are affected by~~should be read in conjunction with the ~~accounting policies used and the estimates and assumptions made by management during their preparation. A complete listing of these policies is included in Note 3 of the notes to our~~consolidated financial statements for the fiscal year ended January 31, ~~2011. We have identified below~~2015 and notes thereto and other pertinent information contained in our Form 10-K that we filed with the ~~accounting policies that are of particular importance in the presentation of our financial position,~~Securities and Exchange Commission (the “SEC”).

The results of operations for the nine-month period ended October 31, 2015 are not necessarily indicative of the results to be expected for the full fiscal year ending January 31, 2016.

Consolidated Financial Statements

The consolidated financial statements of the Company include the accounts of the Company and ~~cash flows, and which require~~its wholly owned subsidiaries from the ~~application~~date of ~~significant judgment by management. USE OF ESTIMATES -~~ their formations. Significant intercompany transactions have been eliminated in consolidation.

Use of Estimates

Earnings (Loss) per Common Share

We compute basic and diluted earnings per common share amounts in accordance with ASC Topic 260,Earnings per Share. The basic earnings (loss) per common share are calculated by dividing our net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing our net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

Recently Issued Accounting Pronouncements

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

Note 4. Acquisition of Diamond Anvil Designs

On February 7, 2014, we acquired all of the shares of Diamond Anvil Designs, LLC (“Diamond Anvil”) for $150,000. The agreement called for a $25,000 payment on the agreement date, and $125,000 in additional payments over the following five months. Through October 31, 2015, we have made cash payments of $140,000. Diamond Anvil owns intellectual property for a vapor pen; they have no tangible assets. As a result of the Company lacking inputs and outputs necessary to be considered a business, the acquisition was treated as an asset acquisition. Due to the significant doubt of future cash flows of this concept acquisition, the entire amount was impaired. During the nine months ended October 31, 2015 and 2014, the Company recognized impairment expense of $30,000 and $100,000, respectively, related to this transaction.

Note 5. Joint Venture with Green Mountain Plant Health

On October 7, 2015, we signed a joint venture agreement with Green Mountain Plant Health, LLC (“Green Mountain”), a Colorado limited liability company. Green Mountain makes products to cleanse air, surfaces and plants in horticultural production. The joint ventures focuses on rolling out new service in products in plant health to be used in medical cannabis cultivation. The agreement requires us to provide $100,000 in funding. An initial $10,000 is to be provided on December 1, 2015, and we shall provide follow-on funding of $5,000 per month for 18 months. As of the date of this report, no payments have been made by the Company to Green Mountain.

Note 6. Advances

During the nine months ended October 31, 2015, the Company received net, non-interest bearing advances from certain third parties totaling $407,683. During the nine months ended October 31, 2015, these advances were refinanced into convertible notes payable. See Note 7. The total amount due under these advances as of October 31, 2015 and July 31, 2015 was $0. These advances are not collateralized, non-interest bearing and are due on demand.

Note 7. Convertible Notes Payable

Convertible notes payable consists of the following as of October 31, 2015 and January 31, 2015:


	October 31, 2015			January 31, 2015
Convertible note, dated July 31, 2013, bearing interest at 10% per annum, maturing on July 31, 2015 and convertible into shares of common stock at $0.05 per share		—			6,317
Convertible note, dated October 31, 2013, bearing interest at 10% per annum, maturing on October 31, 2015 and convertible into shares of common stock at $0.05 per share		—			—
Convertible note, dated April 30, 2014, bearing interest at 10% per annum, maturing on April 30, 2016 and convertible into shares of common stock at $0.05 per share		—			77,076
Convertible note, dated October 31, 2014, bearing interest at 10% per annum, maturing on October 31, 2016 and convertible into shares of common stock at $0.05 per share		—			223,506
Convertible note, dated January 31, 2015, bearing interest at 10% per annum, maturing on January 31, 2017 and convertible into shares of common stock at $0.02 per share		—			97,040
Convertible note, dated April 30, 2015, bearing interest at 10% per annum, maturing on April 30, 2017 and convertible into shares of common stock at $0.02 per share		73,654			—
Convertible note, dated July 31, 2015, bearing interest at 10% per annum, maturing on July 31, 2017 and convertible into shares of common stock at $0.01 per share.		73,940			—
Convertible note, dated October 31, 2015, bearing interest at 10% per annum, maturing on October 31, 2018 and convertible into shares of common stock at $0.50 per share.		260,089			—
Total convertible notes payable	$	407,683		$	403,939

Less: current portion of convertible notes payable		—			(6,317	)
Less: discount on noncurrent convertible notes payable		(401,001	)		(351,646	)
Convertible notes payable, net of discount	$	6,682		$	45,976

Advances Refinanced into Convertible Promissory Notes

During the nine months ended October 31, 2015, we have signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable at maturity along with accrued interest. The Convertible Promissory Notes and unpaid accrued interest are convertible into common stock at the option of the holder.


Date Issued	Maturity Date	Interest Rate	Conversion Rate		Amount of Note
April 30, 2015	April 30, 2017	10%	$	0.02	$	73,654
July 31, 2015	July 31, 2017	10%	$	0.01		73,940
October 31, 2015	October 31, 2018	10%	$	0.50		260,089
Total					$	407,683

We evaluated the application of ASC 470-50-40/55,Debtor’s Accountingfor a Modification or Exchange of Debt Instrument as it applies to the note listed above and concluded that the revised terms constituted a debt extinguishment due to the addition of the conversion feature. No gain or loss on the extinguishment was required to be recognized since the carrying amount of the existing debt approximated its fair value.

We evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40,Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. We determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. We then evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, we recognized beneficial conversion features of $73,654; $74,940 and $260,089 on April 30, 2015; July 31, 2015 and October 31, 2015, respectively. We recorded the beneficial conversion features as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. Discounts to the Convertible Notes Payable are amortized to interest expense over the life of the respective notes. During the nine months ended October 31, 2015 and 2014, we recorded amortization of discounts on convertible notes payable and recognized interest expense of $358,328 and $737,365, respectively.

Conversions to Common Stock

During nine months ended October 31, 2015, the holders of our convertible promissory notes converted $421,374 of principal and accrued interest into 253,185 shares of our common stock. See Note 8. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion.

Note 8. Stockholders’ Equity

Share rounding on reverse split

On October 6, 2015 and in connection with our reincorporation in Nevada, we effected a one-for-50 reverse split. Fractional shares were rounded up, and each shareholder received at least five shares. As a result, we issued 4,448 additional shares. We recorded an increase in our common stock and decrease in additional paid-in capital of the same amount on our balance sheet.

Conversions to common stock

During nine months ended October 31, 2015, the holders of our convertible notes elected to convert principal and interest into shares of common stock as detailed below:


Date	Amount Converted		Number of Shares Issued
February 16, 2015	$	6,655	2,662
February 16, 2015		77,752	31,101
April 30, 2015		184,000	92,000
June 5, 2015		51,088	25,544
August 1, 2015		101,878	101,878
Total	$	421,374	253,185

Note 9. Subsequent Events

On November 6, 2015, the Company issued 957 shares as a result of share rounding on the reverse stock split. See Note 8.

On November 4, 2015, the holder of the convertible note dated April 30, 2015, converted $1,178 of accrued interest into 58,900 shares of common stock at a rate of $0.02 per share.

On November 13, 2015, the holder of the convertible note dated April 30, 2015, converted $980 of accrued interest into 49,000 share of common stock, at a rate of $0.02 per share.

On November 17, 2015, the holder of the convertible note dated April 30, 2015, converted $760 of accrued interest into 38,000 shares of common stock, at a rate of $0.02 per share.

On November 18, 2015, the holder of the convertible note dated April 30, 2015, converted $430 of accrued interest into 21,500 shares of common stock, at a rate of $0.02 per share.

On December 3, 2015, the holders of the convertible note dated April 30, 2015, converted $1,520 of accrued interest into 76,000 shares of common stock at a rate of $0.02 per share.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM

To the Board of Directors

of Neutra Corp.

We have audited the accompanying balance sheets of Neutra Corp. as of January 31, 2015 and 2014 and the related statements of operations, shareholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Neutra Corp. as of January 31, 2015 and 2014, and the results of its operations and its cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated net loss of $1,896,815 and negative cash flow from operating activities of $546,538, which raises doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

Houston, TX

www.mkacpas.com

May 15, 2015

NEUTRA CORP.

CONSOLIDATED BALANCE SHEETS


	January 31, 2015			January 31, 2014
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	6,584		$	46,551
Total current assets		6,584			46,551

TOTAL ASSETS	$	6,584		$	46,551

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	333,963		$	244,635
Advances payable		—			99,637
Current portion of convertible notes payable, net of discount of $0 and $0, respectively		6,317			—
Current portion of accrued interest payable		310			—
Total current liabilities		340,590			344,272

Convertible notes payable, net of discount of $351,646 and $704,046, respectively		45,976			177,886
Accrued interest payable		5,973			29,149
TOTAL LIABILITIES		392,539			551,307

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.0001 par value; 100,000,000 shares authorized; 45,159,054 shares and 14,904,515 shares issued and outstanding at January 31, 2015 and January 31, 2014, respectively		4,516			1,490
Additional paid-in capital		3,154,198			1,201,608
Common stock payable		60,000			—
Accumulated deficit		(3,604,669	)		(1,707,854	)
Total shareholders’ equity (deficit)		(385,955	)		(504,756	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	6,584		$	46,551

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

NEUTRA CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year ended January 31,
	2015			2014

OPERATING EXPENSES
General and administrative expenses	$	635,866		$	965,903

LOSS FROM OPERATIONS		(635,866	)		(965,903	)

OTHER INCOME (EXPENSE)
Interest expense		(1,150,949	)		(292,381	)
Loss on acquisition		(110,000	)		—

NET LOSS	$	(1,896,815	)	$	(1,258,284	)

NET LOSS PER COMMON SHARE – Basic and fully diluted	$	(0.07	)	$	(0.13	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic and fully diluted		28,193,410			9,635,748

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

NEUTRA CORP.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)


	Common Stock			Additional Paid In		Common Stock		Accumulated
	Shares	Amount		Capital		Payable		Deficit			Total

BALANCE, January 31, 2013	4,949,515	$	495	$	183,700	$	—	$	(449,570	)	$	(265,375	)

Shares issued for conversion of notes payable	9,955,000		995		98,555		—		—			99,550
Discount on issuance of convertible note payable	—		—		919,353		—		—			919,353
Net Loss	—		—		—		—		(1,258,284	)		(1,258,284	)

BALANCE, January 31, 2014	14,904,515	$	1,490	$	1,201,608	$	—	$	(1,707,854	)	$	(504,756	)

Shares issued for conversion of notes payable	30,254,539		3,026		1,236,383		—		—			1,239,409
Beneficial conversion discount on issuance of convertible note payable	—		—		716,208		—		—			716,208
Stock payable for conversion of convertible note payable	—		—		—		60,000		—			60,000
Net loss	—		—		—		—		(1,896,815	)		(1,896,815	)

BALANCE, January 31, 2015	45,159,054	$	4,516	$	3,154,198	$	60,000	$	(3,604,669	)	$	(385,955	)

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

NEUTRA CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year ended January 31,
	2015			2014

CASH FLOW FROM OPERATING ACTIVITIES:
Net loss	$	(1,896,815	)	$	(1,258,284	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible note payable		1,068,607			253,028
Loss on acquisition of Diamond Anvil Designs		110,000			—
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		89,328			165,849
Accrued interest payable		82,342			39,353
NET CASH USED IN OPERATING ACTIVITIES		(546,538	)		(800,054	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Diamond Anvil Designs		(110,000	)		—
NET CASH USED IN INVESTING ACTIVITIES		(110,000	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		616,571			839,505
NET CASH PROVIDED BY FINANCING ACTIVITIES		616,571			839,505

NET INCREASE (DECREASE) IN CASH		(39,967	)		39,451

CASH, at the beginning of the period		46,551			7,100

CASH, at the end of the period	$	6,584		$	46,551

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—

Noncash investing and financing transaction:
Refinancing of advances into convertible notes payable	$	716,208		$	919,353
Beneficial conversion of convertible note payable	$	716,208		$	919,353
Conversion of convertible notes payable	$	1,239,409		$	99,550

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

NEUTRA CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2015

Note 1. Background Information

Neutra Corp. was incorporated in Florida on January 11, 2011 to market and participate in the Nutraceutical space by bringing products derived from all natural and organic origins. Along with participating in the actual nutraceutical products, we plan to research and bring new technology to the Nutraceutical space. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the body’s vital ability to heal and maintain itself. One of the nutraceutical sub-markets is the new thriving medical cannabis market, in which we will be doing our due diligence and participating. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. We have established a fiscal year end of January 31.

We have narrowed our product focus to research and development in the following areas: weight-loss, detox, men’s health, acid-alkali pH balance, anti-aging, sleep disorders, autism, pain management with the use of the new thriving medical cannabis products, and air space sanitation derived by nutraceutical technology. We are continuously testing different ingredients and suppliers for purity and quality of transportation and storage of ingredients to preserve their potency. This will ensure that we are always at the top of the technology and purity of our products. In addition, we have contracted with a company that has the ability to infuse our formulations with a bio-energy infusion that enhances the efficacy of the ingredients on a sub-molecular level. For the time being, we are in negotiations with veterans in the medical cannabis space in California for further involvement. We see many barriers to enter this market, which are technology of delivery, which include oral – baked, oral – capsule, topical, injections or microinjections, and inhalation.

The Company will be a way of providing start up and operating expenses such as to facilitate the completion of the undertaking of the business.

We have not generated any revenues to date and our activities have been limited to developing our business plan, developing and launching our website, research and development of products and trial testing of our initial formulations. We will not have the necessary capital to fully develop or execute our business plan until we are able to secure additional financing. There can be no assurance that such financing will be available on suitable terms. We need to raise an additional $400,000 to implement our business plan over the next twelve months. Our current cash on hand is insufficient to commercialize our products or fully develop our business strategy. If we are unable to raise adequate additional funds or if those funds are not available on terms that are acceptable to us, we will not be able to execute our business plan and we may cease operations.

On February 11, 2014, the Company acquired Diamond Anvil Designs, a developer of smoke-free nutraceutical delivery systems. Diamond Anvil Designs is a startup vapor pen company that is designing an all-purpose vapor pen. Currently most vapor pens are manufactured only to be used for tobacco, so we feel this an underdeveloped area of the market.

We have no revenues, have incurred losses since inception, have been issued a going concern opinion from our auditors, and rely upon the sale of our securities and borrowing to fund operations.

Note 2. Going Concern

For the fiscal year ended January 31, 2015, the Company had a net loss of $1,896,815 and negative cash flow from operations of $546,538. As of January 31, 2015, the Company has negative working capital of $334,006. The company has not emerged from the development stage.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raises doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company that will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations.

Note 3. Significant Accounting Policies

The significant accounting policies that the Company follows are:

Consolidated Financial Statements

The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries from the date of their formations. Significant intercompany transactions have been eliminated in consolidation.

Development Stage Company

The Company was a development stage enterprise reporting under the provisions of Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”.

Basis of Presentation

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of financial statements in conformity with GAAP 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. Actual results could differ from those estimates. RESEARCH AND DEVELOPMENT EXPENSES - Expenditures for research, development, and engineering of products will be expensed as incurred. EARNINGS (LOSS) PER SHARE - Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. At January 31, 2011 the Company did not have any potentially dilutive common shares. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Peter Messineo, CPA, has audited our Financial Statements for the period from January 11, 2011 (date of inception) through January 31, 2011 and to the extent set forth in its report, which are included herein in reliance upon the authority of said firm as experts in accounting and auditing. There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim period. CODE OF BUSINESS CONDUCT AND ETHICS We have adopted a Code of Business Conduct and Ethics that applies to our officers and directors, and critical employees. The Code of Business Conduct and Ethics are attached to this registration statement as Exhibits 14-1. 36 MANAGEMENT Officers and Directors - ---------------------- Our Sole officer and director will serve until her successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees. The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below: NAME AND ADDRESS AGE POSITION(S) - --------------------- --- -------------------------------------------------- Sarah Keck 34 President, Secretary/ Treasurer 3572 Shady Brook Lane Sole Officer Sarasota, FL 34243 Principal Financial Officer and Sole member of the Board of Directors The person named above has held her offices/positions since the inception of our company and is expected to hold her offices/positions until the next annual meeting of our stockholders. Business Experience - ------------------- SARAH KECK, SOLE OFFICER AND DIRECTOR Ms. Keck, is our founder and has served as our sole officer and director since our inception. Experience - ---------- AMERICAN NEUTRICEUTICALS LLC., Vancouver, WA (Satellite Office Sarasota, FL) VICE PRESIDENT- 2/2005-PRESENT Reports to President and Chairman Manage sales through practitioners, individuals and clients Educate and advise clients on their personal and individual protocols and use of products as well as health care professionals for their practice. Create, implement, manage and maintain all marketing projects: Generating new product Brochures. Research, plan and attend health professional tradeshows as exhibitor. Produce And implement new print and website advertisements Manage all vendor relations for product procurement and marketing efforts. Implemented and Maintain website administration and day to day upkeep of content. Assist with company's legal and professional filings. Direct finance and operations staff. Assisted CFO with state and federal taxes and various professional and legal documents. Interviewed, hired and managed office and warehouse staff. VICE PRESIDENT OF OPERATIONS 6/2002-2/2005 Managed sales employees. Oversaw day to day operations. 37 Supported President with all aspects of business growth. Planned, created and attended practitioner tradeshows as exhibitor. Educated health professionals on products and protocols. PROJECT MANAGER 1/2000-6/2002 Organized and facilitated the growth of new company in marketing, sales and customer service. Assisted with product development. Managed operations of office: phones, sales/orders ,shipping, receiving and all aspects of Operations. Customer service H. LEE MOFFITT CANCER CENTER & RESEARCH INSTITUTE, Tampa, FL PATIENT SERVICE REPRESENTATIVE-Chemotherapy/Infusion Center 2/1999-1/2000 Schedule, register and charge for infusion center visits Problem-solve and trouble-shoot to ensure patient satisfaction and data integrity. Educate patients on Moffitt procedures and responsibilities for service rendered. Interact with outside and side sources including pharmacists, nurses and patients. Reconcile visits to capture all charges. NUTS 'n' BERRIES, Atlanta, GA 8/1995-1/1999 OPERATIONS MANAGER Ranked national top 100 Health Food Stores and "Best of the Best' in Atlanta. Hired as sales clerk and promoted to management position overseeing five employees. Responsible for day to day operations including training, customer service and sales and inventory control. Coordinated department budgets (supporting profit growth, motivating productivity And minimizing loss potential). Gathered, interpreted and educated customers with resource and reference material. EDUCATION B.S. Oglethorpe University, Atlanta, GA May 1998 - ------------------------------------------------- Graduated Cum Laude, Major: Biology, Overall GPA: 3.74 Science GPA: 3.70 American Health Science University, Aurora, CO - ---------------------------------------------- Certification in Nutrition 1997-1998 OTHER DIRECTORSHIPS Ms. Keck, does not hold, and has not held during the past five years, any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940. 38 CONFLICTS OF INTEREST Ms. Keck, is not obligated to commit her full time and attention to our business and, accordingly, she may encounter a conflict of interest in allocating her time between our operations and those of other businesses. In the course of her other business activities, she may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which he owes a fiduciary duty. As a result, he may have conflicts of interest in determining to which entity a particular business opportunity should be presented. She may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct. In general, officers and directors of a corporation are required to present business opportunities to the corporation if: o the corporation could financially undertake the opportunity; o the opportunity is within the corporation's line of business; and o it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation. COMMITTEES OF THE BOARD OF DIRECTORS Our Sole director has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by our Sole director. Because we do not have any independent directors, our Sole director believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance. We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Sole director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Sole director has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees. Our Sole director is not an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who: o understands generally accepted accounting principles and financial statements, o is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves, o has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements, 39 o understands internal controls over financial reporting, and o understands audit committee functions. Our Board of Directors is comprised solely of Ms. Keck, who was integral to our formation and who is involved in our day to day operations. While we would prefer to have an audit committee financial expert on our board of directors, Ms. Keck, does not have a professional background in finance or accounting. As with most small, early stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors. WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS. Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are these that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officer makes decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officer and the oversight of the accounting functions. Although we have adopted a Code of Ethics and Business Conduct, we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that id our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions where being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions. 40 EXECUTIVE COMPENSATION We have made no provisions for paying cash or non-cash compensation to our sole officer and director. No salaries are being paid at the present time, no salaries or other compensation were paid in cash, or otherwise, for services performed prior to January 11, 2011, our date of inception, and no compensation will be paid unless and until our operations generate sufficient cash flows. The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception (January 11, 2011) through January 31, 2011. ~~SUMMARY COMPENSATION TABLE~~
Changes in Pension Value And Name Non-Equity Non-Qualified and Stock Option Incentive Plan Deferred principal Salary Bonus Awards Awards Compensation Compensation All Other Total position Year ($) ($) ($) ($) ($) Earnings ($) Compensation ($) - --------- ---- ------ ----- ------ ------ -------------- ------------ ------------ ----- ~~Sarah Keck President 2011 0 0 0 0 0 0 0 0~~
We have not paid any salaries to our Sole officer and director as of the date of this Prospectus. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of January 31, 2011.
OPTION AWARDS STOCK AWARDS -------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Equity Awards: Payout Incentive Number of Value of Plan Market Unearned Unearned Number of Awards: Number of Value of Shares, Shares, Securities Number of Number of Shares or Shares or Units or Units or Underlying Securities Securities Units of Units of Other Other Unexercised Underlying Underlying Stock Stock Rights Rights Option Unexercised Unexercised Option Option That Have That Have That Have That Have (#) Options (#) Unearned Exercise Expiration Not Not Not Not Name Exercisable Unexercisable Options (#) Price ($) Date Vested (#) Vested ($) Vested (#) Vested (#) - -------- ----------- ------------- ----------- --------- ---------- ---------- ---------- ---------- ---------- ~~Sarah - - - - - - - - - Keck~~
~~There were no grants of stock options since inception to the date of this Prospectus. 41~~ We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. Our Sole director has not adopted a stock option plan. We have no plans to adopt a stock option plan, but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the "Committee"). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. We may develop an incentive based stock option plan for our officers and directors and may reserve up to 10% of our outstanding shares of common stock for that purpose. OPTIONS GRANTS DURING THE LAST FISCAL YEAR / STOCK OPTION PLANS We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our sole director and officer since our inception; accordingly, no stock options have been granted or exercised by our sole director and officer since we were founded. AGGREGATED OPTIONS EXERCISES IN LAST FISCAL YEAR No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our Sole director and officer since our inception; accordingly, no stock options have been granted or exercised by our Sole director and officer since we were founded. LONG-TERM INCENTIVE PLANS AND AWARDS We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to our sole director and officer or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our sole director and officer or employees or consultants since we were founded. COMPENSATION OF DIRECTORS Our Sole director is not compensated by us for acting as such. She is reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which our Sole director is or will be compensated in the future for any services provided as a director. We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors. EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS There are no employment contracts or other contracts or arrangements with our officers or directors other than those disclosed in this report. There are no compensation plans or arrangements, including payments to be made by us, with respect to Ms. Keck, that would result from her resignation, retirement or any other termination. There are no arrangements for directors, officers or employees that would result from a change-in-control. 42 INDEBTEDNESS OF DIRECTORS, SENIOR OFFICERS, EXECUTIVE OFFICERS AND OTHER MANAGEMENT Neither our Sole officer and director nor any associate or affiliate of our company during the last two fiscal years is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding. DIRECTOR COMPENSATION The table below summarizes all compensation awarded to, earned by, or paid to our Sole director for all services rendered in all capacities to us for the period from inception (January 11, 2011) through January 31, 2011. DIRECTOR COMPENSATION Changes in Pension Value And Fees Non-Equity Non-Qualified Earned Incentive Deferred or Paid Stock Option Plan Compensation All Other in Cash Awards Awards Compensation Earnings Compensation Total Name ($) ($) ($) ($) ($) ($) ($) - ----- ------- ------ ------ ------------ ------------- ------------ ----- Sarah 0 0 0 0 0 0 0 Keck At this time, we have not entered into any employment agreements with our Sole officer and director. If there is sufficient cash flow available from our future operations, we may enter into employment agreements with our sole officer and director or future key staff members. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what her ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares. Name and Address of Amount and Nature of Percent of Title of Class Beneficial Owner [1] Beneficial Ownership Class [2] - -------------- --------------------- -------------------- ---------- Common Stock Sarah Keck 9,000,000 100% 3673 Shady Brook Lane Sarasota, FL 34243 All Officers and 9,000,000 100% Directors as a Group (1 person) [1] The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, Ms. Keck is the only "promoter" of our company. Ms. Keck is also our Sole officer and director. [2] Based on 9,000,000 shares issued and outstanding as of the date of this Prospectus. 43 CHANGE IN CONTROL We are not aware of any arrangement that might result in a change in control of our company in the future. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS On January 11, 2011 we issued 9,000,000 shares of our common stock to our Sole officer and director at $0.001 per share for aggregate proceeds of $9,000. There have been no other transactions since our audit date, January 31, 2011, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest. DIRECTOR INDEPENDENCE Our securities are intended to be quoted on the OTC Bulletin Board which does not have any director independence requirements. Once we engage further directors and officers, we plan to develop a definition of independence and scrutinize our Board of Directors with regard to this definition. LEGAL PROCEEDINGS We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us. We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations. DISCLOSURE OF COMMISSION'S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Florida law. The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 44 REPORTS TO SECURITY HOLDERS We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. Any Securities and Exchange Commission filings that we do file will be available to the public over the internet at the SEC's website at http://www.sec.gov. The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an internet site that WHERE YOU CAN FIND MORE INFORMATION We have filed with the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549, under the Securities Act of 1933 a registration statement on Form S-1 of which this prospectus is a part, with respect to the common shares offered hereby. We have not included in this prospectus all the information contained in the registration statement, and you should refer to the registration statement and our exhibits for further information. In the Registration Statement, certain items of which are contained in exhibits and schedules as permitted by the rules and regulations of the Securities and Exchange Commission. You can obtain a copy of the Registration Statement from the Securities and Exchange Commission by mail from the Public Reference Room of the Securities and Exchange Commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. In addition, the Securities and Exchange Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The Securities and Exchange Commission's telephone number is 1-800-SEC-0330 (1-800-732-0330). These SEC filings are also available to the public from commercial document retrieval services. You should rely only on the information contained in this prospectus. No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Obscene Jeans Corp. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. DEALER PROSPECTUS DELIVERY OBLIGATION Until a date, which is 90 days after the date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. STOCK TRANSFER AGENT We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, we will act as our own transfer agent. 45 FINANCIAL STATEMENTS NEUTRA CORP. (A Development Stage Company) For the Period from January 11, 2011 (Date of Inception) through January 31, 2011 CONTENTS Financial Statements: Report of Independent Registered Public Accounting Firm ............ F-2 Balance Sheet ...................................................... F-3 Statements of Operations ........................................... F-4 Statement of Stockholder's Equity .................................. F-5 Statement of Cash Flows ............................................ F-6 Notes to Financial Statements ...................................... F-7 - F-10 F-1 - -------------------------------------------------------------------------------- Peter Messineo PM Certified Public Accountant CPA Firm 1982 Otter Way Palm Harbor FL 34685 [logo] peter@pm-cpa.com T 727.421.6268 F 727.674.0511 ================================================================================ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders: NEUTRA CORP. I have audited the balance sheets of Neutra Corp. as of January 31, 2011 and the related statement of operations, changes in stockholder's equity, and cash flows for the period January 11, 2011 (date of inception) through January 31, 2011. These financial statements were the responsibility of the Company's management. My responsibility was to express an opinion on these financial statements based on my audits. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provide a reasonable basis for my opinion. In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Neutra Corp. as of January 31, 2011, and the results of its operations and its cash flows for the period January 11, 2011 (date of inception) through January 31, 2011, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, and is requiring traditional financing or equity funding to commence its operating plan. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Further information and management's plans in regard to this uncertainty were also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Peter Messineo, CPA Peter Messineo, CPA Palm Harbor, Florida February 3, 2011 F-2 NEUTRA CORP. (A Development Stage Company) Balance Sheet ASSETS ------ JANUARY 31, 2010 ---------- CURRENT ASSETS

Cash and cash equivalents ...................................... $ 8,900 ---------- Total current assets ......................................... 8,900 ---------- ---------- TOTAL ASSETS ................................................. $ 8,900 ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES Accounts payable & Accrued liabilities ......................... $ 2,500 ---------- Total liabilities ............................................ 2,500 ========== STOCKHOLDERS' EQUITY Capital Stock (Note 4) Authorized: 250,000,000 common shares, $0.0001 par value Issued and outstanding shares: 9,000,000 .................................................... $ 900 Additional paid-in capital ..................................... 8,100 Deficit accumulated during the development stage ............... (2,600) ---------- Total Stockholders' Equity ................................... 6,400 ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................... $ 8,900 ========== The accompanying notes are an integral part of the financial statements. F-3 NEUTRA CORP. (A Development Stage Company) Statement of Operations For the period January 11, 2011 to January 31, 2011 FOR THE PERIOD FROM INCEPTION JANUARY 11, 2011 TO JANUARY 31, 2011 ---------------- REVENUES ..................................................... $ - --------------- EXPENSES General & Administrative ................................... 100 Professional Fees .......................................... $ 2,500 --------------- Loss Before Income Taxes ..................................... $ (2,600) --------------- Provision for Income Taxes ................................... - --------------- Net Loss ..................................................... $ (2,600) =============== PER SHARE DATA: Basic and diluted loss per common share .................... $ - =============== Basic and diluted weighted Average Common shares outstanding 9,000,000 =============== The accompanying notes are an integral part of the financial statements. F-4 ~~NEUTRA CORP. (A Development Stage Company) Statement of Stockholders' Equity (Deficiency)~~
Deficit Accumulated Common Stock Additional During the ----------------- Paid-in Development Shares Amount Capital Stage Total --------- ------ ---------- ----------- --------- Inception - January 11, 2011 ..... -- $ -- $ -- $ -- $ -- Common shares issued to Founder for cash at $0.001 per share (par value $0.0001) on January 11, 2011 ............... 9,000,000 900 8,100 -- 9,000 Loss for the period from inception on January 11, 2011 to January 31, 2011 ............... -- -- -- (2,600) (2,600) --------- ------ ---------- ---------- -------- -- Balance - January 31, 2011 ....... 9,000,000 900 8,100 (2,600) 6,400 ========= ====== ========== ========== ======== The accompanying notes are an integral part of the financial statements. F-5
~~NEUTRA CORP. (A Development Stage Company) Statement of~~ Cash Flow For the period January 11, 2011 to January 31, 2011 For the Period from Inception January 11, 2011 to January 31, 2011 ---------------- OPERATING ACTIVITIES Net Loss .................................................. $ (2,600) --------------- Changes in Operating Assets and Liabilities: Increase (decrease) in accounts payable and accrued liabilities ................................. 2,500 --------------- Net cash used in operating activities ..................... (100) --------------- FINANCING ACTIVITIES Issuance of common stock .................................. 9,000 --------------- Net Cash Provided by Financing Activities ................. 9,000 --------------- INCREASE IN CASH AND CASH EQUIVALENTS ....................... 8,900 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............ -- --------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD .................. $ 8,900 =============== Supplemental Cash Flow Disclosures: Cash paid for: Interest expense ........................................ $ -- =============== Income taxes ............................................ $ -- =============== The accompanying notes are an integral part of the financial statements. F-6 NEUTRA CORP. (A Development Stage Company) Notes to Financial Statements For the Period from January 11, 2011 (Date of Inception) through January 31, 2011 1. BACKGROUND INFORMATION Neutra Corp. (the "Company"), a Florida corporation, intends to market and sell nutraceutical supplement products to health practitioners. Nutraceutical natural medicine is an alternative system that focuses on natural remedies and the bodies vital ability to heal and maintain itself. We intend to entrust the manufacturing to a nutraceutical contractor to private label all of our products and to sell them under our unique brand. To date, we have not approached a contractor to have any of our intended private label brand supplement products. The Company was incorporated on January 11, 2011 (Date of Inception) with its corporate headquarters located in Sarasota, Florida and its year-end is January 31. 2. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended January 31, 2011, the Company had no operations. As of January 31, 2011, the Company has not emerged from the development stage. In view of these matters, the Company's ability to continue as a going concern is dependent upon the Company's ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. 3. SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed are: USE OF ESTIMATES - The preparation of financial statements in conformity 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. Actual results could differ from those estimates. CASH AND CASH EQUIVALENTS - Equivalents

All cash, other than held in escrow, is maintained with a major financial institution in the United States. Deposits with this bank may exceed the amount of insurance provided on such deposits. Temporary cash investments with an original maturity of three months or less are considered to be cash equivalents. ~~RESEARCH AND DEVELOPMENT EXPENSES - Expenditures~~Cash and cash equivalents were $6,584 and $46,551 at January 31, 2015 and 2014, respectively.

Income Taxes

The Company accounts for ~~research, development,~~income taxes under ASC 740Income Taxes. Under the asset and ~~engineering~~liability method of ~~products~~ASC 740, deferred tax assets and liabilities are ~~expensed as incurred. There has been no research and development cost incurred~~recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 ~~January 11, 2011 (date~~the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as of ~~inception) through~~ January 31, ~~2011. F-7~~ 2015 and 2014, respectively.

NEUTRA CORP. (A Development Stage Company) Notes to Financial Statements For the Period from January 11, 2011 (Date of Inception) through January 31, 2011 COMMON STOCK -

Common stock

The Company records common stock issuances when all of the legal requirements for the issuance of such common stock have been satisfied. ~~REVENUE AND COST RECOGNITION -~~

Earnings (Loss) Per Share

The Company ~~has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost. ADVERTISING COSTS -~~computes basic and diluted earnings per common share amounts in accordance with ASC Topic 260, Earnings per Share. The Company's policy regarding advertising is to expense advertising when incurred. There has been no advertising cost incurred for the period January 11, 2011 (date of inception) through January 31, 2011. INCOME TAXES - Income taxesbasic earnings (loss) per common share are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company adopted the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes" (ASC 740-10), on January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. EARNINGS (LOSS) PER SHARE - Basic loss per share is computedcalculated by dividing the Company’s net ~~loss attributable~~income available to common ~~stockholders~~shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.

Beneficial Conversion Feature

Beneficial conversion feature is a non-detachable conversion feature that is in the money at the commitment date. The Company follows the guidance of ASC Subtopic 470-20 Debt with Conversion and Other Options to evaluate as to whether beneficial conversion feature exists. Pursuant to Section 470-20-30 an embedded beneficial conversion feature recognized separately under paragraph 470-20-25-5 shall be measured initially at its intrinsic value at the commitment date (see paragraphs 470-20-30-9 through 30-12) as the difference between the conversion price (see paragraph 470-20-30-5) and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. When the Company issues an debt or equity security that is convertible into common stock at a discount from the fair value of the common stock at the date the debt or equity security counterparty is legally committed to purchase such a security (Commitment Date), a beneficial conversion charge is measured and recorded on the Commitment Date for the ~~period. Diluted loss per share is computed giving effect to all potentially dilutive~~difference between the fair value of the Company’s common ~~shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of~~ stock ~~options and warrants~~ and the effective conversion price of ~~notes payable~~the debt or equity security. If the intrinsic value of the beneficial conversion feature is greater than the proceeds allocated to ~~common stock. In periods in which~~the debt or equity security, the amount of the discount assigned to the beneficial conversion feature is limited to the amount of the proceeds allocated to the debt or equity security.

Commitments and Contingencies

The Company follows ASC 450-20,Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a ~~net loss~~liability has been incurred ~~all potentially dilutive common shares are considered antidilutive~~ and ~~thus are excluded from~~ the ~~calculation. At January~~amount of the assessment can be reasonably estimated. There were no known commitments or contingencies as of December 31, ~~2011, the Company did not have any potentially dilutive common shares. FINANCIAL INSTRUMENTS - In September 2006, the~~ 2014 and December 31, 2013.

Financial ~~Accounting Standards Board (FASB) introduced a framework for measuring~~Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value ~~and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as~~because of the ~~beginning~~relatively short period between the origination of ~~the 2008 fiscal year~~these instruments and ~~the impact of adoption was not significant.~~ their expected realization.

FASB Accounting Standards Codification (ASC) 820 ~~"Fair~~Fair Value Measurements and ~~Disclosures"~~Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an ~~entity's~~entity’s own assumptions ~~F-8~~ NEUTRA CORP. (A Development Stage Company) Notes to Financial Statements For the Period from January 11, 2011 (Date of Inception) through January 31, 2011 about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: o Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. o Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. o Level 3 - Inputs that are both significant to the fair value measurement and unobservable.


Level 1 -	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 -	Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 -	Inputs that are both significant to the fair value measurement and unobservable.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, ~~2011.~~2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, ~~accrued compensation~~ and accrued expenses. The fair value of the ~~Company's~~Company’s notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. On January 31, 2011, the Company applied ASC 820 for all non-financial assets and liabilities measured at fair value on a non-recurring basis. The adoption of ASC 820 for non-financial assets and liabilities did not

Recently Issued Accounting Pronouncements

We have ~~a significant impact on the Company's financial statements. RECENT ACCOUNTING PRONOUNCEMENTS In October 2009,~~reviewed the FASB issued Accounting ~~Standard~~Standards Update ~~("ASU"~~(“ASU”) ~~No. 2009-13, Multiple-Deliverable Revenue Arrangements ("ASU 2009-13")~~accounting pronouncements and ~~No. 2009-14, Certain Revenue Arrangements~~interpretations thereof that ~~include Software Elements ("ASU 2009-14"). These standards update FASB ASC 605, Revenue Recognition ("ASC 605")~~have effectiveness dates during the periods reported and ~~FASB ASC 985, Software ("ASC 985"). The amendments to ASC 605 requires entities to allocate revenue~~ in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments to ASC 985 remove tangible products from the scope of software revenue guidance and provide guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. These amendments to ASC 605 and ASC 985 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted.future periods. The Company ~~will adopt these amendments on September 1, 2010. Management~~has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that ~~the adoption of this standard~~any new or modified principles will have a material impact on the ~~Company's~~corporation’s reported financial ~~statements. F-9~~ position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

In ~~January 2010,~~February 2013, the FASB issued ASU No. ~~2010-06, Fair Value Measurements~~2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under GAAP. The new amendments will require an organization to:


·	Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period; and

·	Cross-reference to other disclosures currently required under GAAP for other reclassification items (that are not required under GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendment was effective for the Company beginning February 1, 2014. The adoption of ASU No. 2013-02 did not have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures ("about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU ~~2010-06"~~2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The Company adopted ASU No. 2013-01 effective February 1, 2014. The adoption of ASU No. 2013-01 did not have a material impact on our financial position or results of operations.

In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). This ~~standard updates~~guidance amends the existing FASB ~~ASC 820, Fair Value Measurements ("ASC 820").~~Accounting Standards Codification, creating a new Topic 606, Revenue from Contracts with Customer. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, an entity should apply the following steps:


	1.	Identify the contract(s) with the customer

	2.	Identify the performance obligations in the contract

	3.	Determine the transaction price

	4.	Allocate the transaction price to the performance obligations in the contract

	5.	Recognize revenue when (or as) the entity satisfies a performance obligations

The ASU ~~2010-06 requires additional~~also provides guidance on disclosures ~~about fair value measurements including transfers in~~that should be provided to enable financial statement users to understand the nature, amount, timing, and ~~out~~uncertainty of ~~Levels 1~~revenue recognition and 2cash flows arising from contracts with customers. Qualitative and ~~separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures~~quantitative information is required about the ~~level of disaggregation and about inputs and valuation techniques used to measure fair value. The standard~~following:


	1.	Contracts with customers – including revenue and impairments recognized, disaggregation of revenue, and information about contract balances and performance obligations (including the transaction price allocated to the remaining performance obligations)

	2.	Significant judgments and changes in judgments – determining the timing of satisfaction of performance obligations (over time or at a point in time), and determining the transaction price and amounts allocated to performance obligations

	3.	Assets recognized from the costs to obtain or fulfill a contract.

ASU 2014-09 is effective for ~~interim and annual reporting~~ periods beginning after December 15, ~~2009 except~~2016, including interim reporting periods within that reporting period for all public entities. Early application is not permitted.

In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including the removal of Topic 915 from the FASB Accounting Standards Codification. The presentation and disclosure requirements in Topic 915 will no longer be required for the ~~disclosures about purchases, sales, issuances and settlements which is effective for fiscal years~~first annual period beginning after December 15, ~~2010~~2014. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption is permitted. The Company adopted ASU 2014-10 during the year ended January 31, 2015, thereby no longer presenting or disclosing any information required by Topic 915.

In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12 “Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”).

The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The Update requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.

The amendments in this Update are effective for annual periods and interim periods within those ~~fiscal years.~~annual periods beginning after December 15, 2015. Earlier adoption is permitted.

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”).

In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The ~~Company~~term probable is used consistently with its use in Topic 450, Contingencies.

When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will ~~adopt ASU 2010-06 on September 1, 2010; management~~alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):


	a.	Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)

	b.	Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

	c.	Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:


	a.	Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern

	b.	Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations

	c.	Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.

Management does not ~~expect the adoption to~~believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material ~~impact~~effect on the accompanying consolidated financial statements. ~~Other recent accounting pronouncements issued by~~

Note 4. Acquisition of Diamond Anvil Designs

On February 7, 2014, the ~~FASB (including its EITF),~~Company acquired all of the ~~AICPA,~~shares of Diamond Anvil Designs, LLC (“Diamond Anvil”) for $150,000. The agreement called for a $25,000 payment on the agreement date, and $125,000 in additional payments over the ~~SEC~~following five months. Through January 31, 2015, we have made cash payments of $110,000. Diamond Anvil owns intellectual property for a vapor pen; they have no tangible assets. As a result of the Company lacking inputs and outputs necessary to be considered a business, the acquisition was treated as an asset acquisition. Due to the significant doubt of future cash flows of this concept acquisition, the entire amount was impaired.

Note 5. Advances from Third Parties

During the year ended January 31, 2015, the Company received net, non-interest bearing advances from certain third parties totaling $616,571. The total amount due under these advances as of January 31, 2015 was $0.

Note 6. Convertibles Notes Payable

Convertible Notes Payable consists of the following as of January 31, 2015 and January 31, 2014:


	January 31, 2015			January 31, 2014
Convertible note payable, dated February 28, 2013, bearing interest at 10% per annum, matures on February 28, 2015 and convertible into shares of common stock at $0.01 per share	$	—		$	67,229
Convertible note payable, dated July 31, 2013, bearing interest at 10% per annum, matures on July 31, 2015 and convertible into shares of common stock at $0.05 per share		6,317			338,815
Convertible note payable, dated October 31, 2013, bearing interest at 10% per annum, matures on October 31, 2015 and convertible into shares of common stock at $0.05 per share		—			475,888
Convertible note payable, dated April 30, 2014, bearing interest at 10% per annum, matures on April 30, 2016 and convertible into shares of common stock at $0.05 per share		77,076			—
Convertible note payable, dated October 31, 2014, bearing interest at 10% per annum, matures on October 31, 2016 and convertible into shares of common stock at $0.05 per share		223,506			—
Convertible note payable, dated January 31, 2015, bearing interest at 10% per annum, matures on January 31, 2017 and convertible into shares of common stock at $0.03 per share		97,040			—
Total convertible notes payable	$	403,939		$	$881,932

Less: current portion of convertible notes payable		(6,317	)		—
Less: discount on noncurrent convertible notes payable		(351,646	)		(704,046	)
Convertible notes payable, net of discount	$	45,976		$	177,886

Advances Refinanced into Convertible Promissory Notes

During the year ended January 31, 2015, the Company signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable along with accrued interest. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock at the option of the holder.


Date Issued	Maturity Date	Interest Rate	Conversion Rate		Amount of Note		Beneficial Conversion Discount
April 30, 2014	April 30, 2016	10%	$	0.05	$	395,662	$	395,662
October 31, 2014	October 31, 2016	10%		0.05		223,506		223,506
January 31, 2015	January 31, 2017	10%		0.03		97,040		97,040
Total					$	716,208	$	716,208

During the year ended January 31, 2014, the Company signed Convertible Promissory Notes that refinance non-interest bearing advances into convertible notes payable. The Convertible Promissory Notes bear interest at 10% per annum and are payable along with accrued interest on the maturity date. The Convertible Promissory Note and unpaid accrued interest are convertible into common stock at the option of the holder.


Date Issued	Maturity Date	Interest Rate	Conversion Rate Per Share		Amount of Note
February 28, 2013	February 28, 2015	10%	$	0.01	$	104,650
July 31, 2013	July 31, 2015	10%	$	0.05	$	338,815
October 31, 2013	October 31, 2015	10%	$	0.05	$	475,888

The Company evaluated the application of ASC 470-50-40/55,Debtor’s Accounting for a Modification or Exchange of Debt Instrument as it applies to the note listed above and concluded that the revised terms constituted a debt modification rather than a debt extinguishment because the present value of the cash flow under the terms of the new instrument was less than 10% from the present value of the remaining cash flows under the terms of the original note. No gain or loss on the modifications was required to be recognized.

The Company evaluated the terms of the new note in accordance with ASC Topic No. 815 - 40,Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features did not ~~or are~~meet the definition of a liability and therefore did not ~~believed by management~~bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to ~~have a material impact~~the market price on the ~~Company's present or future financial statements. 4. RELATED PARTY TRANSACTIONS In January 11, 2011,~~date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company ~~sold 9,000,000~~recognized beneficial conversion features as show in the table above. The beneficial conversion features were recorded as an increase in additional paid-in capital and a discount to the Convertible Notes Payable. Discounts to the Convertible Notes Payable are amortized to interest expense over the life of the note.

Conversions to Common Stock during the year ended January 31, 2015

During the year ended January 31, 2015, the holders of the Convertible Note Payable dated February 28, 2013 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.01 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.


Date	Amount Converted		Number of Shares Issued	Unamortized Discount
February 7, 2014	$	6,000	600,000	$	3,061
February 11, 2014		7,000	700,000		3,533
March 3, 2014		9,000	900,000		4,069
March 18, 2014		8,000	800,000		3,796
March 25, 2014		8,000	800,000		3,380
April 15, 2014		8,000	800,000		3,208
April 15, 2014		8,000	800,000		2,341
May 7, 2014		8,000	800,000		1,964
May 14, 2014		6,329	632,946		—
Total	$	68,329	6,832,946	$	25,352

During the year ended January 31, 2015, the holders of the Convertible Note Payable dated July 31, 2013 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.05 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.


Date	Amount Converted		Number of Shares Issued	Unamortized Discount
May 7, 2014	$	5,000	100,000	$	—
May 21, 2014		20,000	400,000		—
June 12, 2014		50,000	1,000,000		25,899
June 17, 2014		20,000	400,000		10,960
July 7, 2014		50,000	1,000,000		25,476
July 11, 2014		50,000	1,000,000		25,724
July 24, 2014		50,000	1,000,000		23,828
August 4, 2014		60,000	1,200,000		26,356
August 5, 2014		60,000	1,200,000		26,096
Total	$	365,000	7,300,000	$	164,339

During the year ended January 31, 2015, the holders of the Convertible Note Payable dated October 31, 2013 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.05 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.


Date	Amount Converted		Number of Shares Issued	Unamortized Discount
August 8, 2014	$	65,000	1,300,000	$	17,445
August 22, 2014		65,000	1,300,000		37,633
September 24, 2014		70,000	1,400,000		35,837
October 2, 2014		70,000	1,400,000		36,195
October 10, 2014		25,000	500,000		12,259
October 22, 2014		70,000	1,400,000		32,301
November 6, 2014		85,000	1,700,000		34,010
December 15, 2014		71,080	1,421,593		2,928
Total	$	521,080	10,421,593	$	208,608

During the year ended January 31, 2015, the holders of the Convertible Note Payable dated April 30, 2014 elected to convert principal and accrued interest in the amounts show below into share of common stock at a rate of $0.05 per share. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion.


Date	Amount Converted		Number of Shares Issued	Unamortized Discount
November 26, 2014	$	90,000	1,800,000	$	47,920
December 3, 2014		50,000	1,000,000		34,618
January 5, 2015		100,000	2,000,000		62,110
January 15, 2015		105,000	2,100,000		63,472
Total	$	345,000	6,900,000	$	208,120

Conversions to Common Stock during the year ended January 31, 2014

During the year ended January 31, 2014, the holders of the Convertible Note Payable dated February 1, 2012 elected to convert principal and accrued interest in the amounts shown below into shares of common stock ~~to its founder for $0.001~~at a rate of $0.01 per share. ~~The officers and directors~~On the conversion date, the unamortized discount related to the principal amount was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the ~~Company are involved in other business activities~~agreement.


Date	Amount Converted		Number of Shares of Common Stock Issued	Unamortized Discount
February 6, 2013	$	4,900	490,000	$	3,920
March 12, 2013		4,900	490,000		3,803
March 20, 2013		5,900	590,000		4,503
April 15, 2013		6,500	650,000		4,821
May 3, 2013		3,250	325,000		2,281
May 17, 2013		3,700	370,000		2,580
May 22, 2013		3,700	370,000		2,494
June 13, 2013		3,700	370,000		2,407
June 14, 2013		4,000	400,000		2,489
June 24, 2013		4,000	400,000		2,477
August 1, 2013		4,000	400,000		1,312
August 13, 2013		4,520	452,000		—
Total	$	53,070	5,307,000	$	33,088

During the year ended January 31, 2014, the holder of the Convertible Not Payable dated February 28, 2013 elected to convert principal and ~~may,~~accrued interest in the ~~future, become involved in other business opportunities that become available. They may face~~amounts shown below into shares of common stock at a ~~conflict in selecting between~~rate of $0.01 per share. On the conversion date, the unamortized discount related to the principal amount was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement.


Date	Amount Converted		Number of Shares of Common Stock Issued	Unamortized Discount
August 13, 2013	$	3,480	348,000	$	—
September 17, 2013		4,000	400,000		—
October 1, 2013		4,000	400,000		1,300
October 25, 2013		5,000	500,000		3,193
November 8, 2013		4,000	400,000		2,435
December 4, 2013		5,000	500,000		2,697
January 7, 2014		10,000	1,000,000		5,340
January 24, 2014		5,000	500,000		2,710
January 27, 2014		6,000	600,000		3,186

Note 7. Stockholders’ Equity

During the year ended January 31, 2015, the Company ~~and other business interests. The Company has not formulated a policy~~issued stock to third parties for the ~~resolution~~conversion of ~~such conflicts.~~notes payable and accrued interest. No gain or loss was recognized on the conversions as they occurred within the terms of the respective notes. The ~~Company does not own or lease property or lease office space. The office space used by~~stock issued is as follows:


Date	Amount Converted		Number of Shares Issued
February 7, 2014	$	6,000	600,000
February 11, 2014		7,000	700,000
March 3, 2014		9,000	900,000
March 18, 2014		8,000	800,000
March 25, 2014		8,000	800,000
April 15, 2014		8,000	800,000
April 15, 2014		8,000	800,000
May 7, 2014		8,000	800,000
May 7, 2014		5,000	100,000
May 14, 2014		6,329	632,946
May 21, 2014		20,000	400,000
June 12, 2014		50,000	1,000,000
June 17, 2014		20,000	400,000
July 7, 2014		50,000	1,000,000
July 11, 2014		50,000	1,000,000
July 24, 2014		50,000	1,000,000
August 4, 2014		60,000	1,200,000
August 5, 2014		60,000	1,200,000
August 8, 2014		65,000	1,300,000
August 22, 2014		65,000	1,300,000
September 24, 2014		70,000	1,400,000
October 2, 2014		70,000	1,400,000
October 10, 2014		25,000	500,000
October 22, 2014		70,000	1,400,000
November 6, 2014		85,000	1,700,000
November 26, 2014		90,000	1,800,000
December 3, 2014		50,000	1,000,000
December 15, 2014		71,080	1,421,593
January 5, 2014		100,000	2,000,000
January 15, 2015		105,000	2,100,000
Total	$	1,299,409	31,454,539

During the year ended January 31, 2014, the Company issued stock to third parties for the conversion of notes payable. No gain or loss was ~~arranged by~~recognized on the ~~founder~~conversions as they occurred within the terms of the ~~Company to use at no charge.~~respective notes. The ~~above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties. 5. INCOME TAXES~~ stock issued is as follows:


Conversion Date	Number of Shares of Common Stock Issued	Value of Shares
February 6, 2013	490,000	$	4,900
March 12, 2013	490,000		4,900
March 20, 2013	590,000		5,900
April 15, 2013	650,000		6,500
May 3, 2013	325,000		3,250
May 17, 2013	370,000		3,700
May 22, 2013	370,000		3,700
June 13, 2013	370,000		3,700
June 14, 2013	400,000		4,000
June 24, 2013	400,000		4,000
August 1, 2013	400,000		4,000
August 13, 2013	800,000		8,000
September 17, 2013	400,000		4,000
October 1, 2013	400,000		4,000
October 25, 2013	500,000		5,000
November 8, 2013	400,000		4,000
December 4, 2013	500,000		5,000
January 7, 2014	1,000,000		10,000
January 24, 2014	500,000		5,000
January 27, 2014	600,000		6,000
Total	9,955,000	$	99,550

Note 8. Income Taxes

There ~~are~~is no current or deferred income tax expense or benefit for the period ended January 31, ~~2011.~~ 2015.

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference for the periods ended January 31, 2015 and 2014 are as ~~follows: January 11, 2011 (Date~~follows.


	2015			2014
Tax benefit at U.S. statutory rate	$	112,358		$	124,816
Valuation allowance		(112,358	)		(124,816	)
	$	—		$	—

Note 9. Subsequent Events

On February 16, 2015, the holder of ~~Inception) through January~~the convertible note payable dated July 31, ~~2011 --------------------------- Tax benefit~~2013, elected to convert principal and accrued interest in the amount of $6,654 into 133,092 shares of the Company’s common stock at ~~U.S. statutory~~a rate ~~............... $ - State income tax benefit, net~~ of federal benefit . - --------------------------- $ - =========================== The Company did not have any temporary differences for$0.05 per share. On the ~~period from January 11, 2011 (Date~~same date, the unamortized discount related to the converted to principal was amortized to interest expense.

On February 16, 2015, the holders of ~~Inception) through January~~the convertible note dated April 30, 2014 elected to convert principal and accrued interest in the amount of $77,752 into 1,555,044 shares of the Company’s common stock at a rate of $0.05 per share. On the same date, the unamortized discount related to the converted to principal was amortized to interest expense.

On April 30, 2015, the holders of the convertible note payable dated October 31, ~~2011. 6. SUBSEQUENT EVENTS The Company reviewed subsequent events through~~2014, elected to convert principal and accrued interest in the ~~date~~amount of ~~filing. F-10~~ $184,000 into 4,600,000 shares of the Company’s common stock at the rate of $0.04 per share.

PART ~~II.~~II — INFORMATION NOT REQUIRED IN THE PROSPECTUS ~~INDEMNIFICATION OF DIRECTORS AND OFFICERS~~

Item 13. Other Expenses Of Issuance And Distribution.


Accounting fees and expenses	$	2,500
Legal fees and expense	$	25,000
Mailing and printing expenses	$	2,500
Miscellaneous and SEC filing fee	$	5,000
Total	$	35,000

All amounts are estimates. We are paying all expenses of the offering listed above.

Item 14. Indemnification Of Directors And Officers.

Under our Articles of Incorporation, ~~and Bylaws of the corporation,~~ we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of ~~her~~his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including ~~attorney's~~attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of ~~Florida. Regarding~~Nevada.

The above-described provisions relating to the exclusion of liability and indemnification of directors and officers are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilities arising under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act ~~of 1933, which~~ may be permitted to our directors orand officers ~~under Florida law,~~and to persons controlling us pursuant to the foregoing provisions, we ~~are~~have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION~~

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding securities sold by us within the past three years that were not registered under the Securities Act:


Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
September 7, 2012	Common Stock	86,990	$43,495 conversion of convertible promissory note dated August 31, 2012 to Boxcar Transportation Corp.	Section (3)(a)(9)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
February 6, 2013	Common Stock	9,800	$4,900 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).

II - 1


Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
March 12, 2013	Common Stock	9,800	$4,900 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
March 20, 2013	Common Stock	11,800	$5,900 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
April 15, 2013	Common Stock	13,000	$6,500 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
May 3, 2013	Common Stock	6,500	$3,250 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
May 17, 2013	Common Stock	7,400	$3,700 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
May 22, 2013	Common Stock	7,400	$3,700 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
June 13, 2013	Common Stock	7,400	$3,700 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
June 14, 2013	Common Stock	8,000	$4,000 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).

II - 2


Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
June 24, 2013	Common Stock	8,000	$4,000 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
August 1, 2013	Common Stock	8,000	$4,000 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
August 13, 2013	Common Stock	16,000	$8,000 conversion of debt on convertible promissory note dated February 1, 2012.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
September 17, 2013	Common Stock	8,000	$4,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
October 1, 2013	Common Stock	8,000	$4,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
October 25, 2013	Common Stock	10,000	$5,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
November 8, 2013	Common Stock	8,000	$4,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
December 4, 2013	Common Stock	10,000	$5,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).

II - 3


Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
January 7, 2014	Common Stock	20,000	$10,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
January 24, 2014	Common Stock	10,000	$5,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
January 27, 2014	Common Stock	12,000	$6,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
February 7, 2014	Common Stock	12,000	$6,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
February 11, 2014	Common Stock	14,000	$7,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
March 3, 2014	Common Stock	18,000	$9,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
March 18, 2014	Common Stock	16,000	$8,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
March 25, 2014	Common Stock	16,000	$8,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).

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Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
April 15, 2014	Common Stock	32,000	$16,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
May 7, 2014	Common Stock	16,000	$8,000 conversion of debt on convertible promissory note dated February 28, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
May 7, 2014	Common Stock	2,000	$5,000 conversion of debt on convertible promissory note dated July 31, 2013.	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
May 14, 2014	Common Stock	12,659	$6,329 conversion of debt of convertible promissory note dated February 28, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.01 per share (pre-split).
May 21, 2014	Common Stock	8,000	$20,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
June 12, 2014	Common Stock	20,000	$50,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
June 17, 2014	Common Stock	8,000	$20,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
July 7, 2014	Common Stock	20,000	$50,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).

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Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
July 11, 2014	Common Stock	20,000	$50,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
July 24, 2014	Common Stock	20,000	$50,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
August 4, 2014	Common Stock	24,000	$60,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
August 5, 2014	Common Stock	24,000	$60,000 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
August 8, 2014	Common Stock	26,000	$65,000 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
August 22, 2014	Common Stock	26,000	$65,000 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
September 24, 2014	Common Stock	28,000	$70,000 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
October 2, 2014	Common Stock	28,000	$70,000 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).

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Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
October 10, 2014	Common Stock	10,000	$25,000 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
October 22, 2014	Common Stock	28,000	$70,000 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
November 6, 2014	Common Stock	34,000	$85,000 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
November 26, 2014	Common Stock	36,000	$90,000 conversion of debt of convertible promissory note dated April 30, 2014	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
December 3, 2014		20,000	$50,000 conversion of debt of convertible promissory note dated April 30, 2014	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
December 15, 2014	Common Stock	28,432	$71,080 conversion of debt of convertible promissory note dated October 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
January 5, 2015	Common Stock	40,000	$100,000 conversion of debt of convertible promissory note dated April 30, 2014	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
January 15, 2015	Common Stock	42,000	$105,000 conversion of debt of convertible promissory note dated April 30, 2014	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).

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Date of Sale	Title of Security	Number Sold	Consideration Received and Description of Underwriting or other Discounts to Market Price or Convertible Security, Afforded to Purchasers	Exemption from Registration Claimed	If Option, Warrant or Convertible Security, Terms of Exercise or Conversion
February 16, 2015	Common Stock	2,662	$6,665 conversion of debt of convertible promissory note dated July 31, 2013	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
February 16, 2015	Common Stock	31,101	$77,752 conversion of debt of convertible promissory note dated April 30, 2014	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.05 per share (pre-split).
April 30, 2015	Common Stock	92,000	$184,000 conversion of debt of convertible promissory note dated October 31, 2014	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
June 5, 2015	Common Stock	25,544	$51,088 conversion of debt of convertible promissory note dated October 31, 2014	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.04 per share (pre-split).
August 1, 2015	Common Stock	101,878	$101,878 conversion of debt of convertible promissory note dated January 31, 2015	SEC Rule 144(a)(3)	Principal and accrued interest convertible to common stock at $0.02 per share (pre-split).

The ~~registrant will pay~~above securities were not registered under the Securities Act. These securities qualified for all expenses incurred by this offering. Whether or not all of the offered shares are sold, these expenses are estimated as follows: Securities and Exchange Commission registration fee................. $ 4 Federal Taxes....................................................... $ - State Taxes and Fees................................................ $ - Listing Fees........................................................ $ - Printing Fees....................................................... $ 246 Transfer Agent Fees................................................. $ 1,250 Accounting fees and expenses........................................ $ 3,000 Legal fees and expenses............................................. $ 4,000 -------- TOTAL .............................................................. $ 8,500 ======== RECENT SALES OF UNREGISTERED SECURITIES During the last three fiscal years we have had the following issuances of unregistered securities: In January 11, of 2011, we issued 9,000,000 shares to Ms. Sarah Keck, the Company's founder, in exchange for cash of $9,000. We relied upon Section 4(2)exemption under 3(a)9 of the Securities Act, which exempts from registration "transactions by an issuer not involving any public offering It is our belief Ms. Keck, had such knowledge and experience in financial and business matters that she was capable of evaluatingAct. We made this determination based on the ~~merits and risks~~representations of the investors, which included, in pertinent part, that such shareholders were not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment ~~and therefore did not need the protections offered by registering their shares under Securities and Act of 1933, as amended. Ms. Keck, certified that she was purchasing the shares~~purposes for their own respective accounts and not as nominees or agents, and not with ~~investment intent. This offering was not accompanied by general advertisement~~a view to the resale or ~~general solicitation~~distribution thereof, and that the shareholders understood that the shares ~~were issued with a Rule 144 restrictive legend. II-1~~ of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

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~~EXHIBITS The following exhibits are~~

Item 16. Exhibits and Financial Statement Schedules


Exhibit No.		Description
3.1 *		Articles of Incorporation of Neutra Corp.
3.2 *		Bylaws of Neutra Corp.
4.1 *		Certificate of Designation of Series E Preferred Stock
5.1		Opinion of Sonfield & Sonfield
10.1 *		Registration Rights Agreement dated February 1, 2016 by and between Neutra Corp. and Terra First Enterprises, Inc.
10.2 *		Convertible promissory dated July 31, 2015, payable to the order of Terra First Enterprises, Inc.
21.1 *		List of Subsidiaries of Neutra Corp.
23.1		Consent of M&K CPAS, PLLC
23.2		Consent of Sonfield & Sonfield (included in Exhibit 5.1)
101 *		Interactive Data File

__________

* Previously filed ~~as part of this registration statement, pursuant to~~ or submitted.

Item ~~601~~17. Undertakings.

Undertaking Required by Item 512 of Regulation K. All exhibits have been previously filed unless otherwise noted. EXHIBIT NO. DOCUMENT DESCRIPTION - ----------- -------------------- 3.1 Articles of Incorporation of NEUTRA CORP. 3.2 Bylaws of NEUTRA CORP. 4.1 Specimen Stock Certificate of NEUTRA CORP. 5.1 Opinion of Counsel. 14.1 Code of Ethics. 23.1 Consent of Accountants. 23.2 Consent of Council (included in Exhibit 5.1). 99.1 Subscription Agreement NEUTRA CORP. UNDERTAKINGSS-K.

(a) The undersigned registrant hereby undertakes: ~~1. To~~

(1) to file, during any period in which it offers or ~~sales~~sells securities are being made, a post-effective amendment to this ~~registration statement:~~ Registration Statement to:

(i) To include any prospectus required by ~~section~~Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of ~~the~~this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the ~~SEC~~Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the ~~"Calculation~~“Calculation of Registration ~~Fee"~~Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration ~~statement; 2. That for the purpose of~~statement.

(2) For determining liability under the Securities Act, treat each post-effective amendment ~~shall be deemed to be~~as a new registration statement ~~relating to~~of the securities offered, ~~therein,~~ and the offering of ~~such~~the securities at that time ~~shall be deemed~~ to be the initial bona fide ~~offering thereof; 3. To~~offering.

(3) File a post-effective amendment to remove from registration ~~by means of a post-effective amendment~~ any of the securities ~~being registered which~~that remain unsold at the ~~termination~~end of the ~~offering; and II-2~~ ~~4. That, for the purpose of~~offering.

(4) For determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant; ~~(iii)~~

(ii) The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

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(iv) Any other communication that is an offer in the offering made by the registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, ~~or otherwise,~~ the registrant has been advised that in the opinion of the ~~SEC~~Securities and Exchange Commission such indemnification is against public policy as expressed in the ~~Securities~~ Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of ~~Sarasota, Florida,~~Las Vegas, Nevada, on February 24, 2011. NEUTRA CORP. By: /s/ Sarah Keck -------------- Sarah Keck President, Sole Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director In accordance withMarch 8, 2016 .


	NEUTRA CORP.

	By: /s/ Chris Brown
	Chris Brown
	Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director.

Pursuant to the requirements of the Securities Act of 1933, this ~~Prospectus~~registration statement has been signed by the following persons in the capacities and on the dates ~~stated. SIGNATURES TITLE DATE~~indicated.


Signature	Title	Date

/s/ Chris Brown Chris Brown	Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director.	March 8, 2016

II - -------------- ----------------------------------- ------------------- /s/ Sarah Keck President, Sole Officer, February 24, 2011 - -------------- Chief Financial Officer, Principal Sarah Keck Accounting Officer, Secretary, Treasurer, Director