As filed with the Securities and Exchange Commission on April 1, 2015

Registration No. 333-197724
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1/A

AMENDMENT NO. 3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Karnet Capital Corp.
(Name of small business issuer in its charter)

Nevada 7385 30-0809134
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)

Lensoveta 42, app. 48
Saint-Petersburg, Russia 196143
+ 1 305 459 3998
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Business Filings Incorporation
8040 Excelsior Dr. Suite 200 Madison WI 53717
Tel: 1-800-981-7183
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies of Communications to:
Clark Corporate Law Group LLP
3273 E. Warm Springs, Rd.
Las Vegas, Nevada 89120
Fax: (702) 944-7100

Approximate date of commencement of proposed sale to the 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]

If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, 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 registration statement filed pursuant to Rule
462(c) under the Securities Act, 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 registration statement filed pursuant to Rule
462(d) under the Securities Act, 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.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

===========================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount of Shares Offering Price Aggregate Offering Registration
Registered to be Registered (1) per Share (2) Price Fee
-----------------------------------------------------------------------------------------------------------
Common Stock 9,000,000 $0.01 $90,000 $11.59
===========================================================================================================

(1) In the event of a stock split, stock dividend or similar transaction
involving our common stock, the number of shares registered shall
automatically be increased to cover the additional shares of common stock
issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) of the Securities Act.

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 SECTION 8(A), MAY
DETERMINE.
================================================================================

PROSPECTUS

THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE
SOLD 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. THERE IS NO MINIMUM PURCHASE
REQUIREMENT FOR THE OFFERING TO PROCEED.

KARNET CAPITAL CORP.

9,000,000 SHARES OF COMMON STOCK

$0.01 PER SHARE

This is the initial offering of common stock of Karnet Capital Corp. and no
public market currently exists for the securities being offered. We are offering
for sale a total of 9,000,000 shares of common stock at a fixed price of $0.01
per share. There is no minimum number of shares that must be sold by us for the
offering to proceed, and we will retain the proceeds from the sale of any of the
offered shares. The amount raised may be minimal and there is no assurance that
we will be able to raise a sufficient amount to cover our expenses or any funds
at all and may not even cover the costs of the offering. However, our President,
Aleksandr Chuiko has agreed to loan the Company up to $30,000 to cover the cost
of the offering and we have begun to realize limited revenue. As of February 28,
2015, we have earned $7,688 in revenue.

The offering is being conducted on a self-underwritten, best efforts basis,
which means our President, Aleksandr Chuiko, will attempt to sell the shares.
This Prospectus will permit our President to sell the shares directly to the
public, with no commission or other remuneration payable to him for any shares
he may sell. The offering shall terminate on the earlier of (i) the date when
the sale of all 9,000,000 shares is completed, (ii) when the Board of Directors
decides that it is in the best interest of the Company to terminate the offering
prior the completion of the sale of all 9,000,000 shares registered under the
Registration Statement of which this Prospectus is part, (iii) one year after
the effective date of this prospectus. The offering will not be extended beyond
one year or (iiii) The Board of Directors may decide to terminate the offer
prior to the completion of the sale of all of the 10,000,000 shares being
registered if sufficient revenue is generated from operations to allow the
company to further its business plan without the need from outside funding. The
offering will not be extended beyond 360 days following the date of the
prospectus.

THE SHARES WILL BE OFFERED AT A FIXED PRICE OF $0.01 PER SHARE FOR A PERIOD OF
240 DAYS FROM THE EFFECTIVE DATE OF THIS PROSPECTUS. THE COMPANY MAY ELECT TO
EXTEND THIS INITIAL OFFERING FOR FROM 240 DAYS FROM THE DATE OF THE DATE OF THE
PROSPECTUS TO A PERIOD OF 360 DAYS AFTER THE DATE OF THIS PROSPECTUS. FUNDS,
ONCE INVESTED BY AN INVESTOR, ARE IRREVOCABLE.

In the event the company sells 1/3 of the total offering, we will realize net
proceeds of approximately $20,000. In the event the company sells 2/3 of the
total offering, we will realize net proceeds of approximately $50,000. In the
event the company sells 100% of the total offering, we will realize net proceeds
of approximately $80,000. There is no guarantee that we will receive any
proceeds from this offering.

We are an "emerging growth company" as defined in the Jumpstart Our Business
Startups Act ("JOBS Act"). Investing in our ordinary shares involves a high
degree of risk. Before buying any shares, you should carefully read the
discussion of material risks of investing in our ordinary shares in "Risk
Factors" beginning on page 8 of this prospectus.

SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED
HEREBY.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S.
SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED 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 OF SALE
IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED _______, 2015

TABLE OF CONTENTS

PROSPECTUS SUMMARY 3
RISK FACTORS 5
FORWARD-LOOKING STATEMENTS 13
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 14
DILUTION 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 15
DESCRIPTION OF BUSINESS 26
LEGAL PROCEEDINGS 31
DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 31
EXECUTIVE COMPENSATION 33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34
PLAN OF DISTRIBUTION 35
DESCRIPTION OF SECURITIES 37
INIDEMNIFICATION FOR SECURITIES ACT LIABILITIES 39
LEGAL MATTERS 39
INTERESTS OF NAMED EXPERTS AND COUNSEL 39
EXPERTS 10
AVAILABLE INFORMATION 40
FINANCIAL STATEMENTS 40
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 40
INDEX TO THE FINANCIAL STATEMENTS 41

WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD
NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO
SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS
UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE
COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.

PROSPECTUS SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,"
"OUR," AND "KARNET CAPITAL CORP." REFERS TO KARNET CAPITAL CORP. THE FOLLOWING
SUMMARY PROVIDES A BRIEF OVERVIEW OF THE KEY ASPECTS OF THE OFFERING. YOU SHOULD
READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR
COMMON STOCK.

KARNET CAPITAL CORP.

We are a development stage company and we are in the business of selling Food
Waste Disposal Units, or Garburators in Russian Federation. The premise behind
the use of a Food Waste Disposal Unit is to effectively regard food scraps as
liquid (averaging 70% water, like human waste), and use existing infrastructure
(underground sewers and wastewater treatment plants) for its management.

Food waste disposal units are widely used in US, but they are not widely known
on Russian market. This is why we see it as a viable opportunity, that worth
pursuing.

Our intention is taking advantage of low penetration of such products on Russian
market. At present moment we have one (1) distributor and have minimal
operations.

Being a development stage company, we have limited revenues and have limited
operating history. Karnet Capital Corp. was incorporated in Nevada on Jan 31,
2014. To date we have prepared a business plan, signed the purchase contract
with manufacturer, signed a contract with distributor "Kalynka 25" (chain of
stores) and purchased and sold a lot of 50 Food Waste Disposal Units
(Garburators). Our principal executive office is located at Lensoveta 42, app.
48, Saint-Petersburg, Russia, 196143. Our phone number is + 1 305 459 3998.

We are a company with limited revenues and have just recently started our
operations; we have minimal assets and have incurred losses since inception. Our
financial statements for the period from January 31, 2014 (date of inception) to
February 28, 2015, report revenue of $7,688 and a net loss of $9,778. As of
February 28, 2015 we had $7,725 in cash on hand. As of the date of this
prospectus we had $1,187 in cash on hand. Our independent registered public
accountant has issued an audit opinion for Karnet Capital Corp. which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. If we are unable to obtain additional working capital our business may
fail. To date we have engaged in the following operations: (i) completion of our
business plan, (ii) the identification of potential distributors with existing
customer bases, (iii) and the purchase and sale of lot of 50 Waste Disposal
Units. We intend to use the proceeds from this offering to develop our business
operations (See "Description of Business" and "Use of Proceeds"). Being a
development stage company, we have very limited operating history.

Proceeds from this offering are required for us to proceed further with our
business plan over the next twelve months. We require minimum funding of $30,000
to conduct our continuing operations and pay all expenses for a minimum period
of one year including expenses associated with maintaining a reporting status
with the SEC. If we are unable to obtain minimum funding of $30,000, our
business may fail. Even if we raise $90,000 from this offering, we may need more
funds to develop growth strategy and to continue maintaining a reporting status.

As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.

Our President devotes approximately 20 hours/week to the business and he has no
prior experience managing a public company.

Aleksandr Chuiko, our President, has verbally agreed to lend funds, up to
$30,000, to pay for the registration process to help maintain a reporting status
with the SEC and to further follow our business plan in the form of a
non-secured loan for the next twelve months. However, the verbal agreement is
not binding and there is no guarantee that we will receive such loan. The loan
is unsecured, non-interest bearing and due on demand.

There has been no market for our securities and a public market may never
develop, or, if any market does develop, it may not be sustained. Our common
stock is not traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus, we
hope to have a market maker file an application with the Financial Industry
Regulatory Authority ("FINRA") for our common stock to be eligible for trading
on the Over-the-Counter Bulletin Board. We do not yet have a market maker who
has agreed to file such application. There can be no assurance that our common
stock will ever be quoted on a stock exchange or a quotation service or that any
market for our stock will develop.

THE OFFERING

The Issuer: KARNET CAPITAL CORP.

Securities Being Offered: 9,000,000 shares of common stock

Price Per Share: $0.01

Duration of the Offering: The offering shall terminate on the earlier of:
(i) the date when the sale of all 9,000,000 common
shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination
of the board of directors.

iiii) The Board of Directors may decide to
terminate the offer (prior to the completion of
the sale of all of the 10,000,000 shares being
registered if sufficient revenue is generated from
operations to allow the company to further its
business plan without the need from outside
funding.

Net Proceeds if 100% of
the shares offered hereunder
are sold: $80,000

Net Proceeds if 2/3 of
the shares offered hereunder
are sold: $50,000

Net Proceeds if 1/3 of
the shares offered hereunder
are sold: $20,000

Securities Issued and
Outstanding: There are 6,000,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held solely by our sole officer and director,
Aleksandr Chuiko.

Registration Costs: We estimate our total offering registration costs
to be approximately $10,000.

Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.

SUMMARY FINANCIAL INFORMATION

The summarized financial data presented below is derived from, and should be
read in conjunction with, our audited financial statements and related notes
from January 31, 2014 (date of inception) to February 28, 2015, included on Page
F-1 in this prospectus.

FINANCIAL SUMMARY

February 28, 2015 ($)
---------------------
Cash and Deposits 7,725
Total Assets 7,725
Total Liabilities 11,503
Total Stockholder's Equity 3,778

STATEMENT OF OPERATIONS

Accumulated From
January 31, 2014 to
February 28, 2015 ($)
---------------------
Total Expenses 12,229
Net Loss for the Period (1,405)
Net Loss per Share 0

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock, when and if we trade at
a later date, could decline due to any of these risks, and you may lose all or
part of your investment.

RISKS ASSOCIATED TO OUR STATUS AS A SHELL

BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES
RULES, INVESTORS MAY NOT BE ABLE TO RELY ON THE RESALE EXEMPTION PROVIDED BY
RULE 144 OF THE SECURITIES ACT. AS A RESULT, INVESTORS MAY NOT BE ABLE TO
RE-SELL OUR SHARES AND COULD LOSE THEIR ENTIRE INVESTMENT.

We are considered to be a "shell company" under Rule 405 of Regulation C of the
Securities Act. A "shell company" is a company with either no or nominal
operations or assets, or assets consisting solely of cash and cash equivalents.
As a result, our investors are not allowed to rely on Rule 144 of the Securities
Act for a period of one year from the date that we cease to be a shell company.
Because investors may not be able to rely on an exemption for the resale of
their shares other than Rule 144, and there is no guarantee that we will cease
to be a shell company, they may not be able to re-sell our shares in the future
and could lose their entire investment as a result.

RISKS RELATING TO OUR BUSINESS

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

We anticipate that additional funding might be needed or various expenses
including general administrative expenses and marketing costs. We have generated
limited revenue from our operations since inception.

In order to continue our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business objectives, we may have to cease operations. We estimate that
we will need approximately $30,000 in additional funds to complete our planned
operations. This is in consideration with Company's cash balance of $7,725 as of
February 28, 2015, and amount needed to execute the 12 month plan of operations
at $30,000.

Other than this offering, we have a verbal agreement with our President for a
non-secured loan of up to $30,000 to pay for the registration process to help
maintain a reporting status with the SEC and to further follow our business
plan. However, the verbal agreement is not binding and there is no guarantee
that we will receive such loan. The loan is unsecured, non-interest bearing and
due on demand, so we might need to arrange additional sources of financing.
Obtaining additional funding will be subject to a number of factors, including
general market conditions, investor acceptance of our business plan and initial
results from our business operations. These factors may impact the timing,
amount, terms or conditions of additional financing available to us. The most
likely source of future funds available to us is through the sale of additional
shares of common stock or advances from our director.

OUR INDEPENDENT AUDITOR HAS ISSUED A GOING CONCERN OPINION AFTER REVIEWING OUR
FINANCIAL STATEMENTS; OUR ABILITY TO CONTINUE IS DEPENDENT ON OUR ABILITY TO
RAISE ADDITIONAL CAPITAL AND OUR OPERATIONS COULD BE CURTAILED IF WE ARE UNABLE
TO OBTAIN REQUIRED ADDITIONAL FUNDING WHEN NEEDED.

We will be required to expend substantial amounts of working capital in order to
continue to acquire and market our proposed products and establish the necessary
relationships to grow our business. We were incorporated on January 31, 2014.
Our operations to date were funded entirely by our sole director. We are totally
dependent on this offering. Our failure to raise the necessary funds adversely
affect our business operations, and may require us to suspend our operations,
which in turn may result in a loss to the purchasers of our common stock. We
currently have no firm agreements or arrangements with respect to any such
financing and there can be no assurance that any needed funds will be available
to us on acceptable terms or at all. The inability to obtain sufficient funding
of our operations in the future could restrict our ability to grow and reduce
our ability to continue to conduct business operations. After reviewing our
financial statements, our independent auditor issued a going concern opinion and
our ability to continue is dependent on our ability to raise additional capital.
If we are unable to obtain necessary financing, we will likely be required to
curtail our development plans which could cause us to become dormant. Any
additional equity financing may involve substantial dilution to our then
existing stockholders.

WE LACK AN OPERATING HISTORY AND HAVE GENERATED ONLY LIMITED REVENUES TO DATE.
THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN ADDITIONAL REVENUES.
IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO
CEASE OPERATIONS.

We were incorporated in January 31, 2014 and we have business operations which
cannot be defined as substantial. We do not have significant operating history
upon which an evaluation of our future success or failure can be made. Our net
loss from inception to February 28, 2015 is $9,778. Our ability to achieve and
maintain profitability and positive cash flow is dependent upon our ability to
earn profit by attracting enough clients who will buy our product. We cannot
guarantee that we will be successful in generating additional revenues and
profit in the future. Failure to generate revenues and profit will cause us to
suspend or cease operations.

WE HAVE A SOLE DIRECTOR AND OFFICER WHICH DOES NOT PERMIT US TO HAVE ADEQUATE
INTERNAL CONTROLS

Because our sole executive officer occupies all corporate positions, it is not
possible to have adequate internal controls. In addition, our sole director and
officer will determine his salary and perquisites, we may not have funds
available for net income.

COMPANIES SALLING GARBURATORS CONSIST OF MOSTLY NON-PUBLIC COMPANIES

Because Garburators Sale companies consist of mostly non-public companies, a
small company selling Garburators with the added expenses of being a reporting
company might have a competitive disadvantage.

THE LACK OF INSURANCE MAY EXPOSE US TO LIABILITIES WHICH COULD CAUSE US TO CEASE
OPERATIONS

Because we do not have any insurance, if we are made a party of a products
liability action, we may not have sufficient funds to defend the litigation. If
that occurs a judgment could be rendered against us that could cause us to cease
operations. While we intend to maintain insurance in the future for certain
risks, the amount of our insurance coverage may not be adequate to cover all
claims or liabilities, and we may be forced to bear substantial costs resulting
from risks and uncertainties of our business. It is also not possible to obtain
insurance to protect against all operational risks and liabilities. The failure
to obtain adequate insurance coverage on terms favorable to us, or at all, could
have a material adverse effect on our business, financial condition and results
of operations. We do not have any business interruption insurance. Any business
disruption or natural disaster could result in substantial costs and diversion
of resources.

RISKS RELATED TO DOING BUSINESS IN RUSSIA

Currency exchange rate

The foreign currency exchange rate between U.S. Dollars/Euros and Ruble could
adversely affect our financial condition

To the extent that we purchase garburators in U.S. Dollars or Euros and sell
them for Russian Rubles, our financial position and the price of our common
stock may be adversely affected should the Ruble drop in value against the U.S.
Dollar or Euro at that time. To date, we have not entered into any hedging
transactions in an effort to reduce our exposure to foreign currency exchange
risk. While we may enter into hedging transactions in the future, the
availability and effectiveness of these transactions may be limited, and we may
not be able to successfully hedge our exposure at all.

WE ARE A DEVELOPMENT STAGE COMPANY WITH LIMITED OPERATIONS IN OUR BUSINESS. WE
EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

We were incorporated on January 31, 2014 and to date have minimal business
operations consisting primarily of organizational activities and the purchase
and sale of a lot of 50 Food Waste Disposal Units, or Garburators. Accordingly,
we have no way to evaluate the likelihood that our business will be successful.
We have earned limited revenues as of the date of this prospectus. Potential
investors should be aware of the difficulties normally encountered by new
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the operations that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to the ability to generate sufficient cash flow
to operate our business, and additional costs and expenses that may exceed
current estimates. We expect to incur significant losses into the foreseeable
future. We recognize that if the effectiveness of our business plan is not
forthcoming, we will not be able to continue business operations. There is
limited history upon which to base any assumption as to the likelihood that we
will prove successful. If we are unsuccessful in addressing these risks, our
business will most likely fail.

AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON
EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.

We qualify as an "emerging growth company" under the JOBS Act. As a result, we
are permitted to, and intend to, rely on exemptions from certain disclosure
requirements. For so long as we are an emerging growth company, we will not be
required to:

- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items but shall be
subject to the existing scaled executive disclosure requirements for
smaller reporting companies.

In addition, Section 107 of the JOBS Act also provides that an emerging growth
company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay the adoption of
certain accounting standards until those standards would otherwise apply to
private companies. We have elected to take advantage of the benefits of this
extended transition period. Our financial statements may therefore not be
comparable to those of companies that comply with such new or revised accounting
standards.

We will remain an "emerging growth company" for up to five years, or until the
earliest of (i) the last day of the first fiscal year in which our total annual
gross revenues exceed $1 billion, (ii) the date that we become a "large
accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of
1934, which would occur if the market value of our ordinary shares that is held
by non-affiliates exceeds $700 million as of the last business day of our most
recently completed second fiscal quarter or (iii) the date on which we have
issued more than $1 billion in non-convertible debt during the preceding three
year period. Even if we no longer qualify for the exemptions for an emerging
growth company, we may still be, in certain circumstances, subject to scaled
disclosure requirements as a smaller reporting company. For example, smaller
reporting companies, like emerging growth companies, are not required to provide
a compensation discussion and analysis under Item 402(b) of Regulation S-K or
auditor attestation of internal controls over financial reporting.

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, there may be a less active
trading market for our common stock and our stock price may be more volatile.

WE ARE RELYING ON THE FUNDS TO BE RAISED IN THIS OFFERING TO GROW OUR BUSINESS,
THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE ADDITIONAL REVENUES. WE MAY
NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.

We need the proceeds from this offering to advance our operations. Our offering
has no minimum. Specifically, there is no minimum number of shares that needs to
be sold in this offering for us to access the funds. Given that the offering is
a best effort, self-underwritten offering, we cannot assure you that all or any
shares will be sold. We have no firm commitment from anyone to purchase all or
any of the shares offered. We may need additional funds to complete further
development of our business plan to achieve a sustainable sales level where
ongoing operations can be funded out of revenues. We anticipate that we must
raise the minimum capital of $30,000 to continue our operations for the 12-month
period and expenses for maintaining a reporting status with the SEC. There is no
assurance that any additional financing will be available or if available, on
terms that will be acceptable to us. We have not taken any steps to seek
additional financing.

IF WE RAISE PRICE OF OUR GARBURATORS, THERE IS A POTENTIAL CHANCE OF REDUCTION
IN SALES

If we raise the price of our Garburators, some of our customers may not be
willing or able to pay the increased prices causing a reduction in our sales
which may affect our business negatively. We intend to counteract rising
commodity prices by raising the price of our Garburators.

WE HAVE EARNED LIMITED REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS MAY BE
DEPENDENT ON OUR ABILITY TO RAISE FINANCING FROM THIS OFFERING. AS A RESULT,
THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We have net losses of $9,778 for the period from our inception on January 31,
2014 to February 28, 2015, and have limited revenues to date. Our future is
dependent upon our ability to obtain financing from this offering. Further, the
finances required to fully develop our plan cannot be predicted with any
certainty and may exceed any estimates we set forth. These factors raise
substantial doubt that we will be able to continue as a going concern. HARRIS &
GILLESPIE CPA'S, PLLC our independent registered public accounting firm, has
expressed substantial doubt about our ability to continue as a going concern.
This opinion could materially limit our ability to raise funds. If we fail to
raise sufficient capital when needed, we will not be able to the business plan
we have undertaken. As a result we may have to liquidate our business and you
may lose your investment.

IF WE DO NOT ATTRACT DISTRIBUTORS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY
WILL RESULT IN A CESSATION OF OPERATIONS.

We currently have limited number of distributors to purchase our products. Even
after obtaining distributors, there is no guarantee that we will generate a
profit. If we cannot generate a profit, we will have to suspend or cease
operations. You are likely to lose your entire investment if we cannot sell any
of our products at prices which generate a profit.

WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE
WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS,
CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.

The small kitchen appliances market is highly competitive and has many
established players. Although our products are not widely known in Russia, yet,
our future competition might include small and midsized companies, already
established in the market with sales channels and client base, and many of them
may sell the same products at competitive prices. This highly competitive
environment could materially adversely affect our business, financial condition,
results of operations, cash flows and prospects. We may not be able to get most
suitable locations or advertising spacing due to high competition for them. It
is also likely that we may be forced to lower the price of our Garburators below
our set pricing to keep up with completion, which will affect our profits.

BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 100% OF THE COMPANY'S SHARES AND WILL
OWN 40% OF THE COMPANY'S OUTSTANDING COMMON STOCK IF WE ARE SUCCESSFUL AT
COMPLETING THIS OFFERING, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY
BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

As of the date of this prospectus, Mr. Chuiko, our sole officer and director,
owns 100% of the company's shares. The following table shows Mr. Chuiko
percentage ownership assuming the sale of 1/3, 2/3, and 100%, respectively, of
the securities offered:

Funding Level $30,000.00 $ 60,000.00 $ 90,000.00
Offering price $ 0.01 $ 0.01 $ 0.01
Shares being issued through the offering 3,000,000 6,000,000 9,000,000
Mr. Chuiko's Shares 6,000,000 6,000,000 6,000,000
Total Shares Outstanding 9,000,000 12,000,000 15,000,000
Mr. Chuiko's percentage ownership % 66 % 50 % 40

Accordingly, he will have significant influence in determining the outcome of
all corporate transactions or other matters, including the election of
directors, issuance of additional shares, mergers, consolidations and the sale
of all or substantially all of our assets, and also the power to prevent or
cause a change in control. The interests of Mr. Chuiko may differ from the
interests of the other shareholders and may result in corporate decisions that
are disadvantageous to other shareholders. For example, the future issuance of
additional shares may result in substantial dilution in the percentage of our
common stock held by existing shareholders.

BECAUSE OUR PRINCIPAL ASSETS WILL BE LOCATED IN RUSSIAN FEDERATION, SAINT -
PETERSBURG, OUTSIDE OF THE UNITED STATES, AND ALEKSANDR CHUIKO, OUR SOLE OFFICER
AND DIRECTOR, RESIDES OUTSIDE OF THE UNITED STATES IN RUSSIAN FEDERATION, IT MAY
BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S. FEDERAL
SECURITIES LAWS AGAINST US AND/OR MR. CHUIKO, OR TO ENFORCE A JUDGEMENT RENDERED
BY A UNITED STATES COURT AGAINST US OR MR. CHUIKO.

Our principal operations and assets are located in Saint - Petersburg, Russian
Federation, outside of the United States, and Aleksandr Chuiko, our sole officer
and director, is a non-resident of the United States he is a resident of Russian
Federation. Therefore, it may be difficult to effect service of process on Mr.
Chuiko in the United States, and it may be difficult to enforce any judgment
rendered against Mr. Chuiko. As a result, it may be difficult or impossible for
an investor to bring an action against Mr. Chuiko, in the event that an investor
believes that such investor's rights have been infringed under the U.S.
securities laws, or otherwise. Even if an investor is successful in bringing an
action of this kind, the laws of Russian Federation may render that investor
unable to enforce a judgment against the assets of Mr. Chuiko. As a result, our
shareholders may have more difficulty in protecting their interests through
actions against our management, director or major shareholder, compared to
shareholders of a corporation doing business and whose officers and directors
reside within the United States.

Additionally, because of our assets are located outside of the United States,
they will be outside of the jurisdiction of United States courts to administer,
if we become subject of an insolvency or bankruptcy proceeding. As a result, if
we declare bankruptcy or insolvency, our shareholders may not receive the
distributions on liquidation that they would otherwise be entitled to if our
assets were to be located within the United States under United States
bankruptcy laws.

WE ARBITRARILY DETERMINED THE PRICE OF THE SHARES OF OUR COMMON STOCK TO BE SOLD
PURSUANT TO THIS PROSPECTUS, AND SUCH PRICE DOES NOT REFLECT THE ACTUAL MARKET
PRICE FOR THE SECURITIES. CONSEQUENTLY, THERE IS AN INCREASED RISK THAT YOU MAY
NOT BE ABLE TO RE-SELL OUR COMMON STOCK AT THE PRICE YOU BOUGHT IT FOR.

The initial offering price of $0.01 per share of the common stock offered
pursuant to this prospectus was determined by us arbitrarily. The price is not
based on our financial condition or prospects, on the market prices of

securities of comparable publicly traded companies, on financial and operating
information of companies engaged in similar activities to ours, or on general
conditions of the securities market. The price may not be indicative of the
market price, if any, for our common stock in the trading market after this
offering. If the market price for our stock drops below the price which you
paid, you may not be able to re-sell out common stock at the price you bought it
for.

Our common stock may never be quoted on the OTC Bulletin Board. To be quoted on
the OTCBB a market maker must file an application on our behalf to make a market
for our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, and there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB.
When/if our shares of common stock commence trading on the OTC Bulletin Board,
the trading price will fluctuate significantly and shareholders may have
difficulty reselling their shares.

As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. Our common stock may never be
quoted on the OTC Bulletin Board. When/if our shares of common stock commence
trading on the Bulletin Board, there is a volatility associated with Bulletin
Board securities in general and the value of your investment could decline due
to the impact of any of the following factors upon the market price of our
common stock: (i) disappointing results from our development efforts; (ii)
failure to meet our revenue or profit goals or operating budget; (iii) decline
in demand for our common stock; (iv) downward revisions in securities analysts'
estimates or changes in general market conditions; (v) technological innovations
by competitors or in competing technologies; (vi) lack of funding generated for
operations; (vii) investor perception of our industry or our prospects; and
(viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE
FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION.

Your funds will not be placed in an escrow or trust account. All subscriptions
in this offering will be available for our immediate use, and will not be
returning subscriptions regardless of how many shares are sold in this offering.
Accordingly, 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. If a
creditor sues us and obtains a judgment against us, the creditor could garnish
the bank account and take possession of the subscriptions. As such, it is
possible that a creditor could attach your subscription which could preclude or
delay the return of money to you.

BECAUSE OUR CURRENT PRESIDENT AND EXECUTIVE OFFICER DEVOTES LIMITED AMOUNT OF
TIME TO THE COMPANY, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT
OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Aleksandr Chuiko, our President, currently devotes approximately twenty hours
per week providing management services to us. While he presently possesses
adequate time to attend to our interest, it is possible that the demands on his
from other obligations could increase, with the result that he would no longer
be able to devote sufficient time to the management of our business. The loss of
Mr. Chuiko to our company could negatively impact our business development.

OUR EXECUTIVE OFFICER AND DIRECTOR DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING
A BEST-EFFORT OFFERING, MANAGING A PUBLIC COMPANY, OR IN MARKETING, SALES AND
ENGAGING IN IMPORT-EXPORT OPERATIONS

Our sole executive officer and director does not have any experience conducting
a best-effort offering, managing a public company, or in marketing, sales and
engaging in import-export operations. Consequently, we may not be able to raise
any funds or run our public company successfully. If we are not able to raise
sufficient funds, we may not be able to fund our operations as planned, and our
business will suffer and your investment may be materially adversely affected.
Also, our executive's officer's and director's lack of experience of managing a
public company, or in marketing, sales and engaging in import-export operations,
could cause you to lose some or all of your investment.

THERE IS NO MINIMUM NUMBER OF SHARES THAT HAS TO BE SOLD IN ORDER FOR THE
OFFERING TO PROCEED

We do not have a minimum amount of funding set in order to proceed with the
offering. If not enough money is raised to continue operations, you might lose
your entire investment because we may not have enough funds to further implement
our business plan.

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

The shares being offered are defined as a penny stock under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $6,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker dealer must make
certain mandated disclosures in penny stock transactions, including the actual
sale or purchase price and actual bid and offer quotations, the compensation to
be received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you may purchase, if at
all.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell our shares
through our President, who will receive no commissions. He will offer the shares
to friends, family members, and business associates, however, there is no
guarantee that he will be able to sell any of the shares. Unless he is
successful in selling all of the shares and we receive the proceeds from this
offering, we may have to seek alternative financing to further implement our
business plan. We do not have any plans where to seek this alternative financing
at present time.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT ADDITIONAL REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT
DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the payment of the estimated $10,000 ongoing cost
and expenses for SEC reporting and compliances to be paid from existing cash on
hand and director loans. If necessary, Aleksandr Chuiko, our Chairman, has
verbally agreed to loan the company funds, up to $30,000, to complete the
registration process. We plan to contact a market maker immediately following
the close of the offering and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must remain
current in their filings with the SEC. The management will be required to
provide an annual report on our internal controls over financial reporting
regardless of our status as an emerging growth company. In order for us to
remain in compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in
compliance it may be difficult for you to resell any shares you may purchase, if
at all.

WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE
REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.

When your S-1 becomes effective, we will be required, pursuant to Section 404 of
the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment
of the effectiveness of our internal control over financial reporting We expect
to incur significant continuing costs, including accounting fees and staffing
costs, in order to maintain compliance with the internal control requirements of
the Sarbanes-Oxley Act of 2002. Development of our business will necessitate
ongoing changes to our internal control systems, processes and information
systems. Currently, we have no employees. We do not intend to develop or
manufacture any products, and consequently have no products in development,
manufacturing facilities or intellectual property rights. As we develop our
business, obtain regulatory approval, hire employees and consultants and seek to
protect our intellectual property rights, our, our current design for internal
control over financial reporting will not be sufficient to enable management to
determine that our internal controls are effective for any period, or on an
ongoing basis. Accordingly, as we develop our business, such development and
growth will necessitate changes to our internal control systems, processes and
information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a
timely manner, we could be subject to regulatory scrutiny and a loss of public
confidence in our internal controls. In addition, any failure to implement
required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results or cause us to fail to meet our
reporting obligations.

However, as an "emerging growth company," as defined in the JOBS Act, our
independent registered public accounting firm will not be required to comply
with the auditor attestation requirements of Section 404(b) of the
Sarbanes-Oxley Act but that management will be required to provide an annual
report on our internal control over financial reporting pursuant to Item 308 of
Regulation S-K in the year following our first annual report required to be
filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the prior
fiscal year or the date we are no longer an emerging growth company. At such
time, our independent registered public accounting firm may issue a report that
is adverse in the event it is not satisfied with the level at which our controls
are documented, designed or operating.

WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK WHICH WILL DILUTE
SHARE VALUE OF INVESTORS IN THIS OFFERING.

Our Articles of Incorporation authorize the issuance of 75,000,000 shares of
common stock, par value $0.001 per share, of which 6,000,000 shares are issued
and outstanding. The future issuance of common stock may result in substantial
dilution in the percentage of our common stock held by our then existing
shareholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held
by investors in the offering, and might have an adverse effect on any trading
market for our common stock.

FORWARD LOOKING STATEMENTS

The information contained in this prospectus, including in the documents
incorporated by reference into this prospectus, includes some statements that
are not purely historical or do not relate to present facts or conditions which
may be considered as forward-looking statements." Such forward-looking
statements include, but are not limited to, statements regarding our Company and
management's expectations, hopes, beliefs, intentions or strategies regarding
the future, including our financial condition, results of operations, and the
expected impact of the offering on the parties' individual and combined
financial performance. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words
"anticipates," "believes," "continue," "could," "estimates," "expects,"
"intends," "may," "might," "plans," "possible," "potential," "predicts,"
"projects," "seeks," "should," "will," "would" and similar expressions, or the
negatives of such terms, may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current
expectations and beliefs concerning future developments and the potential
effects on the parties and the transaction. There can be no assurance that
future developments actually affecting us will be those anticipated. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the parties' control) or other assumptions that may cause
actual results or performance to be materially different from those expressed or
implied by these forward-looking statements.

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 $0.01. The following table sets forth the uses of proceeds assuming the
sale of 1/3, 2/3 and 100%, respectively, of the securities offered for sale by
the Company, with the net of $20.000; $50.000 and $80.000 available to our
operations. There is no assurance that we will raise the full $90,000 as
anticipated, or any funds at all.

Funding Level 30,000 60,000 90,000
Legal and professional fees
(associated with maintaining
reporting status) $ 10,000 $ 10,000 $ 10,000
Office $ 0 $ 1,000 $ 2,000
Developing website/hosting $ 650 $ 650 $ 1,000
Additional Waste Disposal Units $ 16,000 $ 38,000 $ 63,000
Marketing and Advertising $ 3,050 $ 9,850 $ 13,000
Other Expenses $ 250 $ 500 $ 1,000

The table is prepared in order of priority among the purposes. If substantially
less than the minimum proceeds are obtained we are prepare to minimize marketing
and advertising expenses and will buy less units of our product..

We do not intend to use any of the proceeds from the offering to pay for the
cost of the offering. The cost of the offering shall be loaned to us from Mr.
Chuiko

The above figures represent only estimated costs. Aleksandr Chuiko, our
President, has verbally agreed to lend funds, up to $30,000, to pay for the
registration process to help maintain a reporting status with the SEC and to
further follow our business plan, in the form of a non-secured loan for the next
twelve months and after effectiveness of our registration statement until we
complete our offering as the expenses are incurred if no other proceeds are
obtained by the Company. However, the verbal agreement is not binding and there
is no guarantee that we will receive such loan. The amounts actually spent by us
for any specific purpose may vary and will depend on a number of factors.
Non-fixed cost, sales and marketing and general and administrative costs may
vary depending on the business progress and development efforts, general
business conditions and market reception to our products. Accordingly, our
management has broad discretion to allocate the net proceeds to non-fixed costs.

DETERMINATION OF OFFERING PRICE

The offering price of the shares has been determined arbitrarily by us. It is
not based upon an independent assessment of the value of our shares and should
not be considered as such. The price does not bear any relationship to our
assets, book value, earnings, or other established criteria for valuing a
privately held company. In determining the number of shares to be offered and
the offering price, we took into consideration our cash on hand and the amount
of money we would need to continue implementation of our business plan.
Accordingly, the offering price should not be considered an indication of the
actual value of the securities.

DILUTION

The price of the current offering is fixed at $0.01 per common share. This price
is significantly higher than the price paid by our sole director and officer for
common equity since the Company's inception on January 31, 2014. Aleksandr
Chuiko, our sole officer and director, paid $0.001 per share for the 6,000,000
common shares

Assuming completion of the offering, there will be up to 15,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.

Funding Level $90,000 $60,000 $30,000
Offering price $ 0.01 $ 0.01 $ 0.01
Net tangible book value per
common share before offering $0.0004 $0.0004 $0.0004
Increase per common share
attributable to investors $0.0060 $0.0053 $0.0044
Pro forma net tangible book
value per common share after
offering $0.0064 $0.0057 $0.0048
Dilution to investors $0.0036 $0.0043 $0.0052
Dilution as a percentage of
offering price 35.96% 42.61% 52.30%

Based on 6,000,000 common shares outstanding as of April 21, 2014 and total
stockholder's equity of $5,888.

Since inception, the officer, director, promoters and affiliated persons have
paid an aggregate average price of $.001 per common share in comparison to the
offering price of $.01 per common share.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or our predictions.

We are a development stage corporation and only recently started our operations.
We researched the market, identified suppliers and purchased first butch of our
product (50 units) to introduce our product to Russian market. We signed a
distributorship agreement with our first distributor - Kalynka 25, that has a
strong presence in our desired market. in 2014 we provided them with our
products to display them in their retail locations in order to raise awareness
of our products, and had an overwhelming response, that resulted in receiving a
second purchase order from Kalynka 25 and we are an a process of signing a
contract with another distributor. We have generated limited revenues from our
business operations. Our financial statements for the period from January 31,
2014 (date of inception) to February 28, 2015, report a net loss of $9,778. As
of February 28, 2015 we had $7,725 in cash on hand. Our current cash balance
will not be sufficient to fund our operations for the next 12 months and to
qualify our minimum cash requirements necessary to fund 12 months of operations,
if we are unable to successfully raise money in this offering. We have been
utilizing and may utilize funds from Aleksandr Chuiko, our sole officer and
director, who has verbally agreed to lend funds, up to $30,000, to pay for the
registration process to help maintain a reporting status with the SEC and to
further follow our business plan in the form of a non-secured loan for the next
twelve months and after effectiveness of our registration statement until we
complete our offering as the expenses are incurred if no other proceeds are
obtained by the Company. However, the verbal agreement is not binding and there
is no guarantee that we will receive such loan. The loan is unsecured,
non-interest bearing and due on demand.

We are a development stage company with nominal operations and assets. As a
result, we are considered a shell company under Rule 405 of the Securities Act
and are subject to additional regulatory requirements as a result of this
status, including limitations on our shareholders' ability to re-sell their

shares in our company pursuant to Rule 144 of the Securities Act, as well as
additional disclosure requirements. Accordingly, investors should consider our
shares to be a high-risk and illiquid investment.

Our auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have generated limited revenues.

No proceeds will be used as direct or indirect payments to Mr. Chuiko or his
affiliates.

* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.

You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.

12 MONTH PLAN OF OPERATIONS

During the first stages of our growth, our President and director will provide
all of the labor required to execute our operations at no charge at his own
location. Our President will be devoting approximately 30% of his time to our
operations. Depending on how much funds we would be able to secure, we are
planning to have multiple distributorship agreement signed.

We plan to employ an aggressive marketing and advertisement campaign,
relationship building, and we will launch an integrated marketing campaign.. In
addition to actively and aggressively pursuing new customers, our business will
operate with the knowledge that effective marketing achieves positive scale when
current customers are 100% satisfied and recommend our business to their network
of friends, family and associates. By developing a strong reputation for
exceptional style, quality and value we can be assured that current customers
will not have a reason to look elsewhere for our products and readily recommend
us.

The reason why we believe that established chain store would buy supplies from
us rather than directly from a third party manufacturer is because our knowledge
and understanding of the product and extensive research for best manufacturers
of the product make us valuable partner to retail organisations, involved in
Home appliances and electronic sales. We believe, it would be preferable to them
to work with us, rather than spend time and resources on acquiring that
knowledge by them self.

Our sources of cash will be mainly the proceeds from this offering, limited
revenue and loans from our director, if needed.

As of the date of this prospectus, we had signed a contract with distributor
"Kalynka 25" (chain of stores) and purchased and sold a lot of 50 Food Waste
Disposal Units (Garburators). We will not be conducting any product research or
development. Our 12 month plan of operations is as follows:

IF $30,000 RAISED

SETTING UP AN OFFICE
TIME FRAME: 1ST - 2ND MONTHS
NO COST ANTICIPATED.

Our President and director, Aleksandr Chuiko is taking care of our initial
administrative duties.

Our principal executive office is located at Lensoveta 42, app. 48, Saint -
Petersburg, Russia, 196143. Our phone number is + 1 305 459 3998. Our office
provided by our President and director at no charge, at his own location, same
as his time for our operations. The office used for communication with customers
and hold all related equipment and paperwork.

DEVELOP OUR WEBSITE
TIME FRAME: 2ND - 4TH MONTHS.
ESTIMATED COST $650.

During this period, we intend to begin developing our website. Our President and
director, Aleksandr Chuiko will be in charge of registering our web domain. Once
we register our web domain, we plan to hire a web designer to help us with the
design and development of our website. We do not have any written agreements
with any web designers at current time. The website development costs, including
site design and implementation will be $650. Updating and improving our website
will continue throughout the lifetime of our operations.

IDENTIFY AND ESTABLISH RELATIONSHIP WITH DISTRIBUTORS
TIME FRAME: 2ND - 4TH MONTHS
NO COST ANTICIPATED

We find and sign a distributorship agreement with one chain.

We already entered into a distribution agreement with Kalynka 25, an established
home appliance and electronics chain in Saint Petersburg.

PURCHASE FOOD WASTE DISPOSAL UNITS
TIME FRAME: 5TH - 6TH MONTHS
ESTIMATED COST $16,000

At this stage of our operation we intend to purchase additional 200 units of
FOREAL FY A630. Estimated landed cost for FOREAL FY A630 would be $80 per unit.

MARKETING CAMPAIGN
TIME FRAME: 7TH - 12TH MONTHS
ESTIMATED COST $3,050

We will launch an integrated marketing campaign that is specifically developed
to showcase the strengths of our products, and our guarantee of quality and
satisfaction. In addition to actively and aggressively pursuing new customers,
our business will operate with the knowledge that effective marketing achieves
positive scale when current customers are 100% satisfied and recommend our
products to their network of friends, family and associates. By developing a
strong reputation for exceptional style, quality and value we can be assured
that current customers will not have a reason to look elsewhere for our products
and readily recommend us.

We have already identified the geographic target market - Russian Federation. We
will then execute a multi-level marketing and advertising campaign, consisting
of visual advertising through, direct mail, location based poster, TV and radio
advertising, (specific to each location), online marketing through our own
website, participating in trade shows and would become active on social media to
raise an awareness of our products. This is a proven, valid strategy that
generates a repeat customer base which will be critical to our long term
success.

We will engage in the following promotional activities:

Stand Media Implementation Frequency Budget
----- -------------------- --------- ------
Online Website One time $ 650
Print Direct Mail Ongoing $1,500
Radio On Location Ongoing $ 900
Referrals Word of Mouth Ongoing Free

OTHER EXPENSES
ESTIMATED COST $250

We will have to spend more on other expenses like office supplies, etc.

COST OF OPERATION: $20,000

BUSINESS REGISTRATION. LEGAL AND PROFESSIONAL FEES
ESTIMATED COST $10,000.

TOTAL COST OF ALL OPERATIONS: $30,000

To advance our operations ($20,000) and pay ongoing legal fee associated with
this offering ($10,000), we require a minimum of $30,000 as described in our
Plan of Operations. Any funds raised beyond this amount will be spent on
additional marketing and promotion efforts

IF $60,000 RAISED

SETTING UP AN OFFICE
TIME FRAME: 1ST - 2ND MONTHS
ESTIMATED COST $1,000

Our President and director, Aleksandr Chuiko is taking care of our initial
administrative duties.

Our principal executive office is located at Lensoveta 42, app. 48, Saint -
Petersburg, Russia, 196143. Our phone number is + 1 305 459 3998. Our office
provided by our President and director at no charge, at his own location, same
as his time for our operations. Office will be established with basic office
equipment, which should not exceed $1,000 in expenses. The office will be used
for communication with customers and hold all related equipment and paperwork.

DEVELOP OUR WEBSITE
TIME FRAME: 2ND - 4TH MONTHS
ESTIMATED COST $650

IDENTIFY AND ESTABLISH RELATIONSHIP WITH DISTRIBUTORS
TIME FRAME: 2ND - 4TH MONTHS
NO COST ANTICIPATED

We would find and sign a distributorship agreement with 2 home appliances
chains, as our products would be limited.

We already entered into a distribution agreement with Kalynka 25, an established
home appliance and electronics chain in Saint Petersburg.

PURCHASE FOOD WASTE DISPOSAL UNITS
TIME FRAME: 5TH - 6TH MONTHS
ESTIMATED COST $38,000

At this stage of our operation we intend to purchase additional 200 units of
FOREAL FY A630 AND additional 200 units of FOREAL FY A730X. Estimated landed
cost for FOREAL FY A630 would be $80 per unit, and for FOREAL FY A730X would be
$110 per unit.

MARKETING CAMPAIGN
TIME FRAME: 7TH - 12TH MONTHS
ESTIMATED COST $9,850.

We will launch an integrated marketing campaign that is specifically developed
to showcase the strengths of our products, and our guarantee of quality and
satisfaction,. In addition to actively and aggressively pursuing new customers,
our business will operate with the knowledge that effective marketing achieves
positive scale when current customers are 100% satisfied and recommend our
products to their network of friends, family and associates. By developing a
strong reputation for exceptional style, quality and value we can be assured
that current customers will not have a reason to look elsewhere for our products
and readily recommend us.

We have already identified the geographic target market - Russian Federation. We
will then execute a multi - level marketing and advertising campaign, consisting
of visual advertising through direct mail, location based poster, TV and radio
advertising, (specific to each location), online marketing through our own
website, participating in trade shows and would become active on social media to
raise an awareness of our products. This is a proven, valid strategy, that
generates a repeat customer base which will be critical to our long term
success.

We will engage in the following promotional activities:

Stand Media Implementation Frequency Budget
----- -------------------- --------- ------
Online Website One time $ 650
Print Direct Mail Ongoing $2,500
Print Periodic Publications Ongoing $2,200
Radio On Location Ongoing $1,500
Trade Show Third Party Venue One time $3,000
Referrals Word of Mouth Ongoing Free

OTHER EXPENSES
ESTIMATED COST $500

We will have to spend more on other expenses like office supplies, etc.

COST OF OPERATION: $50,000

BUSINESS REGISTRATION. LEGAL AND PROFESSIONAL FEES
ESTIMATED COST $10,000

TOTAL COST OF ALL OPERATIONS: $60,000

To advance our operations ($50,000) and pay ongoing legal fee associated with
this offering ($10,000), we require $60,000 as described in our Plan of
Operations. Any funds raised beyond this amount will be spent on additional
marketing and promotion efforts.

IF $90,000 RAISED

SETTING UP AN OFFICE
TIME FRAME: 1ST - 2ND MONTHS
ESTIMATED COST $2,000

Our President and director, Aleksandr Chuiko is taking care of our initial
administrative duties.

Our principal executive office is located at Lensoveta 42, app. 48, Saint -
Petersburg, Russia, 196143. Our phone number is + 1 305 459 3998. Office will be
established with basic office equipment, which should not exceed $1,000 in
expenses, and $1,000 in rental cost. The office will be used for communication
with customers and hold all related equipment and paperwork.

DEVELOP OUR WEBSITE
TIME FRAME: 2ND - 4TH MONTHS
ESTIMATED COST $1,000

During this period, we intend to begin developing our website. Our President and
director, Aleksandr Chuiko will be in charge of registering our web domain. Once
we register our web domain, we plan to hire a web designer to help us with the
design and development of our website. We do not have any written agreements
with any web designers at current time. We would design website on premium theme
and with more futures that would cost us $1,000 to develop. Updating and
improving our website will continue throughout the lifetime of our operations.

IDENTIFY AND ESTABLISH RELATIONSHIP WITH DISTRIBUTORS
TIME FRAME: 2ND - 4TH MONTHS
NO COST ANTICIPATED

We would find and sign a distributorship agreement with 3 or more home
appliances stores and chains.

We already entered into a distribution agreement with Kalynka 25, an established
home appliance and electronics chain in Saint Petersburg.

PURCHASE FOOD WASTE DISPOSAL UNITS
TIME FRAME: 5TH - 6TH MONTHS
ESTIMATED COST $63,000

At this stage of our operation we intend to purchase 200 additional units of
FOREAL FY A630, additional 200 units of FOREAL FY A730X and additional 200 units
of FOREAL FY LD800 - A.Estimated landed cost for our products would be $80 for
FOREAL FY A630 unit, $110 for FOREAL FY A730X unit and $125 for FOREAL FY LD800
A unit.

MARKETING CAMPAIGN
TIME FRAME: 7TH - 12TH MONTHS
ESTIMATED COST $13,000

We have already identified the geographic target market - Russian Federation. We
will then execute a multi - level marketing and advertising campaign, consisting
of visual advertising through direct mail, location based poster, TV and radio
advertising, (specific to each location), online marketing through our own
website, participating in trade shows and would become active on social media to
raise an awareness of our products. This is a proven, valid strategy, that
generates a repeat customer base which will be critical to our long term
success.

We will engage in the following promotional activities:

Stand Media Implementation Frequency Budget
----- -------------------- --------- ------
Online Website One time $1,000
Online Social Media Ongoing $1,150
Online Google AdWords Ongoing $1,600
Print Direct Mail Ongoing $2,500
Print Periodic Publications Ongoing $2,200
Radio On Location Ongoing $1,500
Trade Show Third Party Venue One time $3,000
Referrals Word of Mouth Ongoing Free

OTHER EXPENSES
ESTIMATED COST $1,000

We will have to spend more on other expenses like office supplies, etc.

COST OF OPERATION: $80,000

BUSINESS REGISTRATION. LEGAL AND PROFESSIONAL FEES
ESTIMATED COST $10,000.

TOTAL COST OF ALL OPERATIONS: $90,000

To advance our operations ($80,000) and pay ongoing legal fee associated with
this offering ($10,000), we require $90,000 as described in our Plan of
Operations.

We plan to start to sell our first Garburator by the 8th month of operations.
Our plan to expand distribution of our products throughout Russian Federation.

We plan to further implement our business plan as soon as funds from this
offering become available. The following table sets forth our 12-month budgeted
costs assuming the sale of 1/3, 2/3, and 100%, respectively, of the securities
offered for sale by the Company, with the net of $20.000; $50.000 and $80.000
available to our operations. There is no assurance that we will raise the full
$90,000 as anticipated, or any funds at all.

Funding Level $ 30,000 $ 60,000 $ 90,000
Legal and professional fees
(associated with maintaining
reporting status) $ 10,000 $ 10,000 $ 10,000
Developing website/hosting $ 650 $ 650 $ 1,000
Food Waste Disposal Units $ 16,000 $ 38,000 $ 63,000
Marketing and Advertising $ 3,050 $ 9,850 $ 13,000
Office $ 0 $ 1,000 $ 2,000
Supplies $ 250 $ 500 $ 1,000

In summary, we expect to be in full operation and selling our products within 12
months of completing our offering. However, there is no guarantee that we will
be in full operation and generate additional revenues and there is no guarantee
that we will be able to raise funds through this offering. Until customers start
to purchase our Garburators, we do not believe that our operations will be
profitable. If we are unable to attract customers and cannot generate sufficient
revenues to continue operations, we will suspend or cease operations. If we

cease operations we likely will dissolve and file for bankruptcy and
shareholders would lose their entire investment in our company. If we are
profitable our plan is to keep expanding to other major cities in Russian
Federation.

We are planning to start operations in the business of selling Food Waste
Disposal Units, or Garburators in Russian Federation. We have not decided on the
future size or cost of our expansion at this time. We will be following our
business plan from one city to another. The expansion will be funded from our
future revenues and additional sale of our shares. The time frame of the
expansion will depend solely on the availability of funding from the revenue. We
are planning to sign a Distributorship Contracts with 1-3 existing home
appliances chains and stores in Saint - Petersburg to become noticeable and
familiar to our customers. We already purchased a lot of 50 units of our
Garburators to be able to offer them to interested parties and where able to
secure a Sale Agreement with Kalynka 25 in Saint-Petersburg, that operates 7
retail location and online store. We were able to finance this purchased by
borrowing funds from our President. The purchase of the 50 Food Waste Disposal
Units was made pursuant to the Distribution Contract with Trans-Trade Capital,
LLP. The Distribution Contract secure us ability to buy products from
manufacture.

The business steps are as follows:

a) Purchase commercial Garburators Units in United Kingdom.
b) Sign a Distributorship Contracts with existing home appliances chains
and stores in Saint - Petersburg, Russia.
c) Deliver our products and hold seminars and product demonstrations for
our distributors stuff.

OFF-BALANCE SHEET ARRANGEMENTS

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

LIMITED OPERATING HISTORY

There is no historical financial information about us upon which to base an
evaluation of our performance. We are in early stage operations and have
generated limited revenues. We cannot guarantee we will be successful in
continuing our business operations. Our business is subject to risks inherent in
the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to price and cost increases in services
and products.

RESULTS OF OPERATIONS

FROM INCEPTION ON JANUARY 31, 2014 TO FEBRUARY 28, 2015

To date we have prepared a business plan, signed the purchase contract with
manufacturer, signed a contract with distributor "Kalynka 25" (chain of stores)
and purchased and sold a lot of 50 Food Waste Disposal Units (Garburators).

We have incured net losses of $1,405 for the period from our inception on
January 31, 2014 to February 28, 2015, and have limited revenues to date. As of
February 28, 2015 we had $1,263 in cash on hand Our future is dependent upon our
ability to obtain financing from this offering. We have generated limited
revenue since inception due to the fact that we are a development stage company
and have delivered limited number of our Garburators to our distributors.

Since inception, we have sold 6,000,000 shares of common stock to our sole
officer and director for net proceeds of $6,000.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2015, we had cash in the amount of $ 1,263 and liabilities of
$11,503. As of the date of this prospectus, we have $1,187 of cash on hand. We
currently do not have any operations and we have no income.

Since inception, we have sold 6,000,000 shares of common stock in one offer and
sale, which was to our sole officer and director, at a price of $0.001 per
share, for aggregate proceeds of $6,000.

To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all or any of the shares
required. If we are successful, any money raised will be applied to the items
set forth in the Use of Proceeds section of this prospectus. We will attempt to
raise the necessary funds to proceed with all phases of our plan of operation.
The sources of funding we may consider to fund this work include a public
offering, or loans from our director or others.

We are highly dependent upon the success of the private offerings of equity or
debt securities, therefore, the failure to raise sufficient capital would result
in the need to seek capital from other resources such as taking loans, which
would likely not even be possible for the Company. However, if such financing
were available, because we are a development stage company with limited
operations to date, we would likely have to pay additional costs associated with
high risk loans and be subject to an above market interest rate. At such time
these funds are required, management would evaluate the terms of such debt
financing. If the Company cannot raise additional proceeds via a private
placement of its equity or debt securities, or secure a loan, the Company would
be required to cease business operations. As a result, investors would lose all
of their investment.

Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and advance
our plan of operations. Our only source for cash at this time is investments by
others in this offering. We must raise cash to implement our strategy and stay
in business. The amount of the offering will likely allow us to operate for at
least one year and have the capital resources required to cover the material
costs with becoming a publicly reporting. The company anticipates over the next
12 months the cost of being a reporting public company, including legal and
professional fee, will be approximately $10,000.

As of the date of this registration statement, the current funds available to
the Company will not be sufficient to continue maintaining a reporting status.
The company's sole officer and director, Aleksandr Chuiko, has verbally agreed
to lend funds, up to $30,000, to pay for the registration process to help
maintain a reporting status with the SEC and to further follow our business plan
in the form of a non-secured loan for the next twelve months and after
effectiveness of our registration statement until we complete our offering as
the expenses are incurred if no other proceeds are obtained by the Company.
Management believes if 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.

We need a minimum of $30,000 to continue our proposed operations and pay all
expenses associated with maintaining a reporting status with the SEC.

SIGNIFICANT ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with generally
accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment. The financial
statements have, in our opinion, been properly prepared within reasonable limits
of materiality and within the framework of the significant accounting policies
summarized below:

BASIS OF PRESENTATION

The Company reports revenues and expenses use the accrual method of accounting
for financial and tax reporting purposes. The accounting and reporting policies
of the Company conform to U.S. generally accepted accounting principles (US
GAAP) applicable to development stage companies

USE OF ESTIMATES

Management uses estimates and assumption in preparing these financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.

DEPRECIATION, AMORTIZATION AND CAPITALIZATION

The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

FREIGHT AND STORAGE

Some goods imported from outside or Russia require payment of import duty.
Import Duties for bringing our garburators to Russia would be 15% of Customs
Valuation. The primary basis for customs valuation is "transaction value"
transaction value, defined as the price actually paid or payable for the goods
when sold for export to the country of importation. And, we do not require any
storage space, as our product would be delivered directly to our distributors.

INCOME TAXES

The Company accounts for income taxes under ASC 740 "INCOME TAXES" which
codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."Under
the asset and liability method of ASC 740, deferred tax assets and liabilities
are 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. Under ASC 740, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial Accounting Standards statements No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash.

PER SHARE INFORMATION

The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.

DESCRIPTION OF BUSINESS

1. GENERAL

COMPANY

Our proposed business is sale of Food Waste Disposal Units, or Garburators in
Russian Federation. We plan to spread our operation throughout Russian
Federation's major cities: Saint - Petersburg and Sankt Petersburg. In the
beginning we intend to create a distribution channel for our Food Waste Disposal
Units by signing distribution agreements with existing home appliances chains
and stores in Saint - Petersburg. The target group is composed of privet
households with above average income and retail food and beverage
establishments. We have not decided on the future size or cost of our expansion
at this time. We will be following our business plan from one city to another.
The expansion will be funded from our future revenues and additional sale of our
shares. The time frame of the expansion will depend solely on the availability
of funding. At present we have a distribution agreement signed with Kalynka 25
(Exhibit 10.1). There is no guarantee that we will be able to expand our
operation and be able to find more distributors for our product.

To date, we have had limited operations. We have developed our business plan,
signed contract with manufacturer and executed distribution contract with
"Kalynka 25", where we engage "Kalynka 25" as an independent contractor for the
specific purpose of distributing our disposal units through their stores.
"Kalynka 25" has 7 locations all located in Saint-Petersburg, Russia.
Abovementioned contract for the sale of goods imposes no minimum purchase
requirements on the buyer.

BUSINESS OPPORTUNITY

Food waste is a large component of our solid waste problem. And the question of
what to do with it is a challenge for communities worldwide.
http://en.wikipedia.org/wiki/Garbage_disposal_unit - cite_note-19The U.S. alone
generates more than 34 MILLION TONS of food waste each year. The Russian
Statistical Office Gosstat recently submitted its first official figures on food
waste in Russia. According to Gosstat, 56 kg of food is thrown away per person
per year in the Russian Federation. Much of it ends up in landfills. Food scraps
are big part of household waste, and are a problematic component of municipal
waste, creating public health, sanitation and environmental problems at each
step, beginning with internal storage and followed by truck-based collection.
Burned in waste-to-energy facilities, the high water-content of food scraps
means that their heating and burning consumes more energy than it generates;
buried in landfills, food scraps decompose and generate methane gas, which is a
greenhouse gas. With waste produced across all sectors of the economy, and
throughout supply chains, it is important to look for opportunities to prevent
waste from arising in the first place and to manage the waste that does arise
more effectively.

The premise behind the use of a Food Waste Disposal Unit is to effectively
regard food scraps as liquid (averaging 70% water, like human waste), and use
existing infrastructure (underground sewers and wastewater treatment plants) for
its management.

For a long time, landfill has been the main disposal method for municipal wastes
in Russia. However, there is strong pressure to reduce the use of land filling
as demonstrated by the increasingly stringent regulations which limit untreated
waste going to landfill. It is being agreed that the use of FWD (Food Waste
Disposal units) is beneficial in reducing the quantity of biodegradable wastes
going to landfill. Previous studies in Japan found that FWDs could reduce
current waste production by 40%.

In Russian Federation such reduction is unlikely but it would translate into
significant reduction in the costs of curbside waste collection, transportation,
treatment and disposal, generating substantial savings for local authorities.
Previous studies have reported that addition of food waste in the sewer could
cause considerable modifications of the resulting wastewater. Bolzonella et al.
(2003) found that food waste contained 74.4% water (25.6% solids), 96.5%
organic, 3.2% nitrogen, and 0.2% phosphorus. Such modifications can
substantially improve biological removal of phosphorus and nitrogen during
wastewater treatment and reduce costs for purchase of chemicals and/or
additional carbon for phosphorus removal (Battistoni et al. 2007). In addition
increased organic loads in wastewater can generate biogas during anaerobic
wastewater treatment.

Our food waste disposers provide a convenient and environmentally friendly
alternative to transporting leftovers to landfills. Plus, capable wastewater
treatment plants can even recycle food scraps into energy and fertilizer.

Durable. Practical. And environmentally responsible. A recent Life Cycle
Assessment (LCA) of common ways to dispose of food scraps reported that
disposers can help reduce global warming potential vs. landfills and in some
cases, can even aid in energy production at the wastewater treatment plant.

Food waste disposal units are widely used in US, but they are not widely known
on Russian market. This is why we see it as a viable opportunity, that worth
pursuing.

2. PRODUCT

We are planning to introduce 3 different models for food waste disposal units,
with 1/2, 3/5 and 1 HP motors:

FOREAL FY LD800-A

Power: 1HP
Voltage: 220V
Frequency: 60Hz
Rotation Speed: 3300R/Min
Motor: DC Perpetual Magnetism
Overload Protector: Standard
Dish Washer: Connectable
Sound Insulation: Airproof
Colors for choice: Red, Green, Yellow
Weight: 5.8kg; L13.2" *W8.3" *H7.5"
Warranty: 2 years
Working time: 15 years
Noise standard: iU 30dB
Volume(pound)(0)830ml

FOREAL FY A730X

Power: 3/5HP
Voltage: 220V
Frequency: 60Hz
Rotation Speed: 2800R/Min
Motor: DC Perpetual Magnetism
Overload Protector: Standard
Dish Washer: Connectable
Sound Insulation: Airproof
Colors for choice: Red, Green, Yellow
Weight: 5.8kg; L13.2" *W8.3" *H7.5"
Warranty: 2 years
Working time: 15 years
Noise standard: iU 30dB
Volume(pound)(0)830ml

FOREAL FY A630

Power: 1/2HP
Voltage: 220V
Frequency: 60Hz
Rotation Speed: 2800R/Min
Motor: DC Perpetual Magnetism
Overload Protector: Standard
Dish Washer: Connectable
Sound Insulation: Airproof
Colors for choice: Red, Green, Yellow
Weight: 5.8kg; L13.2" *W8.3" *H7.5"
Warranty: 2 years
Working time: 15 years
Noise standard: iU 30dB
Volume(pound)(0)1000ml

3. TARGET MARKET

The target group is composed of privet households with above average income and
retail food and beverage establishments.

4. MARKETING

We intend to concentrate our marketing effort on finding and approaching local
home appliance chains and stores. Signing a contract with established home
appliance chains and stores would allow us to tap into their existing customer
base. In order to draw attention to our products we would organize in-store
demonstration seminars for store stuff, so they would have better idea on how to
market our product and highlight benefits of using Food Waste Disposal Units.
Advertising in a variety of local publications will increase knowledge of our
locations and a favourable review in the local media will increase interest.

INDUSTRY ADVERTISING

We intend to advertise online and using ads in industry-related magazines. Some
sites and industry media has already been identified . Media advertising
campaign will coincide with Trade Show marketing campaign.

5. FREIGHT AND STORAGE

We plan to ship our product directly from China to Russian Federation and store
them at our distributor's warehouse. That will exempt us from any import or tax
duties in UK. Goods imported from outside of Russia require payment of import
duty. Import Duty for bringing our garburators to Russia would be 15% of Customs
Valuation. The primary basis for customs valuation is "transaction value"
transaction value, defined as the price actually paid or payable for the goods
when sold for export to the country of importation. We do not require any
storage facility at that moment, because our supplier will ship our products
directly from manufacturer to our existent or future distributors. At this stage
we do not have written contract with any of the shipment companies.

CONTRACTS

We have signed the agreement, with "TRANS-TRADE CAPITAL LLP", manufacturing
company having a principal office in UK, London. According to the agreement,
"TRANS-TRADE CAPITAL LLP" has agreed to manufacture and supply us with Food
Waste Disposal Units. "TRANS-TRADE CAPITAL LLP" will manufacture and supply the
products under the terms and conditions contained in the agreement. The material
terms of the Contract are the following:

1. The territory covered under this Agreement shall be expressly combined
to the entire territories of the Russian Federation (hereafter
referred to as Territory).
2. The Distributor sells in its own name and for its own account, in the
Territory, the Products supplied by the Seller.
3. If Seller is contacted by any person or entity inquiring about the
purchase of Products in the Territory (other than Distributor or a
party designated by Distributor), Seller shall refer such person or
entity to Distributor for handling.
4. If Seller now or hereafter manufactures or distributes, or proposes to
manufacture or distribute, any product other than the Products, Seller
shall immediately notify Distributor of that fact and of all details
concerning that product. Distributor may request from Seller
distribution rights for that product in the Territory, or any portion
thereof, and if so requested, Seller shall grant such distribution
rights to Distributor on terms and conditions no less favourable than
those provided in this Contract with respect to Products.
5. The Seller grants and the Distributor accept the exclusive right to
market and sell the Products in the Territory. The Seller is obliged
to supply the Products and the Distributor is obliged to accept and
pay on terms, defined by the present Contract.
6. All Products purchased by Distributor shall be purchased solely for
commercial resale, excepting those Products reasonably required by
Distributor for advertising and demonstration purposes.
7. Total cost of the Contract amounts USD1,000,000 (one million dollars
US) and is defined on the grounds of the invoices or accounts, billed
by the Seller.
8. The Distributor has 90 days to makes payment in the form of bank
transfer on the account of the Seller after shipment is released from
customs in Russian Federation. The payment for the Goods according to
this Contract can be made in the form of prepayment on the basis of
the invoices, presented by the Seller, or after receipt of the Goods
by the Distributor.
9. The payment for the Goods can be made in dollars US or Euro. If the
Distributor makes the payment in Euro, the Parties conduct
re-calculation on dollars US. The rate of the currency exchange is the
National Bank of Russian Federation official rate of the currency
exchanges upon the date of payment.
10. Bank charges are at the expense of the Distributor.
11. The Contract becomes valid since the moment of signing till its
complete fulfillment.
12. There is no time restriction, minimum order requirements and no yearly
number of orders imposed on the Distributor by this Agreement.
13. There are no penalties imposed in case Distributor wouldn't meet its
obligations.

A copy of the agreement is filed as Exhibit 10.3 to this registration statement.

6. DISTRIBUTORSHIP CHANNEL

There are several existing home appliance chains and stores that meet our
requirement to become a distributor of our products:

ELDORADO
There are 45 retail locations in Saint - Petersburg.

MVIDEO
There are 18 retail locations in Saint - Petersburg.

TEHNOSILA
There are 22 retail locations in Saint - Petersburg.

We have not signed any contracts with above mentioned companies at the moment.

7. OFFICE

Our principal executive office is located at Lensoveta 42, app. 48,
Saint-Petersburg, Russia, 196143. Our phone number is + 1 305 459 3998. Director
provides our company with office space at no charge. Office will be established
with basic office equipment, which should not exceed $1,000 in expenses. The
office will be used for communication with customers and hold all related
equipment and paperwork.

8. PRICING & REVENUE

Estimated landed cost for our products would be $80 for FOREAL FY A630 unit,
$110 for FOREAL FY A730X unit and $125 for FOREAL FY LD800-A unit. Our revenue
will be 40-50 % mark up: depending on quantity of the order.

Manufacturer gives us 90 days to pay an invoice .We will not keep warehousing
and shipping within the country because all the products will be going directly
from the manufacturer to our distributors, eliminating storage costs.

9. PERSONNEL

During the first stages of our growth, our President and director will provide
all of the labor required to execute our operations at no charge at his own
location. Our President will be devoting approximately 30% of his time to our
operations.We would hire a commission based sales person if we reach 2/3 of
desired funding.

10. COMPETITION

Food Waste Disposal unit is a fairly new product for Russian market, but there
are many bigger, well established companies in small kitchen appliances market
that could become our competition very quickly.

11. FINANCE

We are planning to raise $90,000 through public offering. There is no assurance
that full amount will be obtained. The following table sets forth the uses of
proceeds assuming the funding of 1/3, 2/3, and 100%, respectively, with the net
of $20.000; $50.000 and $80.000 available to our operations.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.

DIRECTORS, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSONS

The following table sets forth as of February 28, 2015, the names, positions and
ages of our current executive officer and director

Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------

Aleksandr Chuiko, 47 President, Treasurer, Secretary
Lensoveta 42, app. 48 and Director
Saint-Petersburg, Russia 196143

The following is a brief description of the business experience of our executive
officer:

1995 finished St. Petersburg State University of Economics

1995 - 2006 worked as a manager/director at Garajno Stroitelniy Kooperativ
(Constructions Company)
2007 - 2013 worked as a manager at Jel.Dor.Stroy, Saint-Petersburg (electronics
and constrictions materials)

We believe that his experience, for over 19 years, with constraction and
electronic materials, as manager and director, qualify him to serve as a
director of Karnet Capital Corp.

At Jel Dor Stroy his main job was: sales management, market analyses and staff
management. His experience as a middle range manager and director of a small
company provided him with good knowledge of successful business operations,
employee training and time management. Plus it gave him excellent experience in
marketing and advertising.

Aleksandr Chuiko has acted as our President, Secretary, Treasurer and sole
Director since our incorporation on January 31, 2014. Our President will be
devoting approximately 30% of his business time to our operations. Once we
expand operations, and are able to attract more customers to purchase our
product, Aleksandr Chuiko has agreed to commit more time as required. Because
Aleksandr Chuiko will only be devoting limited time to our operations, our
operations may be sporadic and occur at times which are convenient to him. As a
result, operations may be periodically interrupted or suspended which could
result in a lack of revenues and a cessation of operations. During the past ten
years, Mr. Chuiko has not been the subject to any of the following events:

1. Any bankruptcy petition filed by or against any business of which Mr.
Chuiko was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.

2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.

3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Chuiko's involvement in
any type of business, securities or banking activities.

4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.

5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority barring,
suspending or otherwise limiting for more than 60 days the right to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;

6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or
ii. Any law or regulation respecting financial institutions or insurance
companies including, but not limited to, a temporary or permanent
injunction, order of disgorgement or restitution, civil money penalty
or temporary or permanent cease-and-desist order, or removal or
prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we just recently
started our operations, at the present time, we believe the services of a
financial expert are not warranted.

TERM OF OFFICE

Each of our directors is appointed to hold office until the next annual meeting
of our stockholders or until his respective successor is elected and qualified,
or until he resigns or is removed in accordance with the provisions of the
Nevada Revised Statues. Our officers are appointed by our Board of Directors and
hold office until removed by the Board or until their resignation.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, Aleksandr Chuiko,
who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market. The NASDAQ independence
definition includes a series of objective tests, such as that the director is
not, and has not been for at least three years, one of our employees and that
neither the director, nor any of his family members has engaged in various types
of business dealings with us. In addition, our board of directors has not made a
subjective determination as to each director that no relationships exists which,
in the opinion of our board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of
directors made these determinations, our board of directors would have reviewed
and discussed information provided by the directors and us with regard to each
director's business and personal activities and relationships as they may relate
to us and our management.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has no committees. We do not have a standing nominating,
compensation or audit committee.

SIGNIFICANT EMPLOYEES

We are a development stage company and currently have no employees.

EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid,
earned or accrued for services by our President, and Secretary and all other
executive officers (collectively, the "Named Executive Officers") from inception
on January 31, 2014 until February 28, 2015:

SUMMARY COMPENSATION TABLE

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------

Aleksandr January 1, -0- -0- -0- -0- -0- -0- -0- -0-
Chuiko, 2014
President, Feb. 28,
Treasurer 2015
and
Secretary

There are no current employment agreements between the company and its officer.

Mr. Chuiko currently devotes approximately twenty hours per week to manage the
affairs of the Company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by us for the benefit of our officer or
director or employees.

DIRECTOR COMPENSATION

The following table sets forth director compensation as of February 28, 2015:

Fees Nonqualified
Earned Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------

Aleksandr -0- -0- -0- -0- -0- -0- -0-
Chuiko

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Aleksandr Chuiko will not be paid for any underwriting services that he performs
on our behalf with respect to this offering.

Since our incorporation, we issued a total of 6,000,000 shares of restricted
common stock to Aleksandr Chuiko, our sole officer and director in consideration
of $6,000.

Mr. Chuiko has loaned us $5,000, he will not be repaid from the proceeds of this
offering. There is no due date for the repayment of the funds advanced by Mr.
Chuiko. Mr. Chuiko will be repaid from revenues of operations if and when we
generate sufficient revenues to pay the obligation. The loan is due on demand.
There is no assurance that we will ever generate sufficient revenues from our
operations. The obligation to Mr. Chuiko does not bear interest. There is no
written agreement evidencing the advancement of funds by Mr. Chuiko or the
repayment of the funds to Mr. Chuiko. The entire transaction was oral. Mr.
Chuiko has agreed to commitment to loan us the costs of pursuing this offering,
up to $30,000, and to further implement our business plan for the next 12
months. He will be repaid from the profits of the company if such accrue.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of February 28, 2015 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of any class of our voting securities, (ii) our director, and or (iii) our
officer. Unless otherwise indicated, the stockholder listed possesses sole
voting and investment power with respect to the shares shown.

Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------

Common Stock Aleksandr Chuiko 6,000,000 shares 100%
Lensoveta 42, app. 48
Saint-Petersburg,
Russia 196143

(1) 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 outstanding 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 May 23, 2014.

As of April 28, 2014, there were 6,000,000 shares of our common stock issued and
outstanding.

FUTURE SALES BY EXISTING STOCKHOLDERS

A total of 6,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale, commencing one year after their acquisition.
Our investors are not allowed to rely on Rule 144 of the Securities Act for a
period of one year from the date that we cease to be a shell company. Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.

There is no public trading market for our common stock. To be quoted on the
OTCBB a market maker must file an application on our behalf to make a market for
our common stock. As of the date of this Registration Statement, we have not
engaged a market maker to file such an application, that there is no guarantee
that a market marker will file an application on our behalf, and that even if an
application is filed, there is no guarantee that we will be accepted for
quotation. Our stock may become quoted, rather than traded, on the OTCBB .

There are no outstanding options or warrants to purchase, or securities
convertible into, our common stock. There is one holder of record for our common
stock. The record holder is our sole officer and director who owns 6,000,000
restricted shares of our common stock.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

Karnet Capital Corp. has 6,000,000 shares of common stock issued and outstanding
as of the date of this prospectus. The Company is registering an additional of
9,000,000 shares of its common stock for sale at the price of $0.01 per share.
There is no arrangement to address the possible effect of the offering on the
price of the stock.

In connection with the Company's selling efforts in the offering, Aleksandr
Chuiko will not register as a broker-dealer pursuant to Section 15 of the
Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule
3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Chuiko is not subject to any statutory disqualification, as that
term is defined in Section 3(a) (39) of the Exchange Act. Mr. Chuiko will not be
compensated in connection with his participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities. Mr. Chuiko is not, nor has he been within the
past 12 months, a broker or dealer, and he is not, nor has he been within the
past 12 months, an associated person of a broker or dealer. At the end of the
offering, Mr. Chuiko will continue to primarily perform substantial duties for
the Company or on its behalf otherwise than in connection with transactions in
securities. Mr. Chuiko will not participate in selling an offering of securities
for any issuer more than once every 12 months other than in reliance on Exchange
Act Rule 3a4-1(a)(4)(i) or (iii).

Karnet Capital Corp. will receive all proceeds from the sale of the 9,000,000
shares being offered. The price per share is fixed at $0.01 for the duration of
this offering. Although our common stock is not listed on a public exchange or
quoted over-the-counter, we intend to seek to have our shares of common stock
quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC
Bulletin Board, a market maker must file an application on our behalf in order
to make a market for our common stock. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, nor can there be
any assurance that such an application for quotation will be approved. However,
sales by the Company must be made at the fixed price of $0.01 per share.

The Company will not offer its shares for sale through underwriters, dealers,
agents or anyone who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Company and/or the purchasers of
the shares for whom they may act as agents. The shares of common stock sold by
the Company may be occasionally sold in one or more transactions; all shares
sold under this prospectus will be sold at a fixed price of $0.01 per share.
Our director intends to offer shares topeople with whom he have a "pre-existing
relationship": his friends, ex co-workers and relatives. S-1 will be given to
each of them.

STATE SECURITIES - BLUE SKY LAWS

There is no established public market for our common stock, and there can be no
assurance that any market will develop in the foreseeable future. Transfer of
our common stock may also be restricted under the securities or securities
regulations laws promulgated by various states and foreign jurisdictions,
commonly referred to as "Blue Sky" laws. Absent compliance with such individual
state laws, our common stock may not be traded in such jurisdictions. Because
the securities registered hereunder have not been registered for resale under
the blue sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law restrictions
upon the ability of investors to sell the securities and of purchasers to
purchase the securities. Accordingly, investors may not be able to liquidate
their investments and should be prepared to hold the common stock for an
indefinite period of time.

In order to comply with the applicable securities laws of certain states, the
securities will be offered or sold in those only if they have been registered or
qualified for sale; an exemption from such registration or if qualification
requirement is available and with which Karnet Capital Corp. has complied.

In addition and without limiting the foregoing, the Company 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.

Our shares of common stock are subject to the "penny stock" rules of the
Securities and Exchange Commission. The SEC has adopted rules that regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock not otherwise exempt from
those rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.

Karnet Capital Corp. will pay all expenses incidental to the registration of the
shares (including registration pursuant to the securities laws of certain
states) which we expect to be $10,000.

OFFERING PERIOD AND EXPIRATION DATE

This offering will start on the date that this registration statement is
declared effective by the SEC and continue for a period of one year. The
offering shall terminate on the earlier of (i) the date when the sale of all
9,000,000 shares is completed, (ii) when the Board of Directors decides that it
is in the best interest of the Company to terminate the offering prior the
completion of the sale of all 9,000,000 shares registered under the Registration
Statement of which this Prospectus is part or (iii) one year after the effective
date of this prospectus. We will not accept any money until this registration
statement is declared effective by the SEC.

PROCEDURES FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you must

- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "Karnet Capital Corp."

RIGHT TO REJECT SUBSCRIPTIONS

We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. Our Articles of Incorporation do not authorized us to
issue preferred stock. As of May 23, there were 6,000,000 shares of our common
stock issued and outstanding that was held by one registered stockholder of
record, and no shares of preferred stock issued and outstanding.

COMMON STOCK

The following description of our common stock is a summary and is qualified in
its entirety by the provisions of our Articles of Incorporation and Bylaws which
have been filed as exhibits to our registration statement of which this
prospectus is a part.

The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.

PREFERRED STOCK

We are not authorized to issue preferred shares.

SHARE PURCHASE WARRANTS

We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.

OPTIONS

We have not issued and do not have any outstanding options to purchase shares of
our common stock.

CONVERTIBLE SECURITIES

We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our 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. As of the date of this prospectus, Mr.
Chuiko, our sole officer and director, owns 100% of the company's shares and
will own 40% of our common stock if 100% of the shares registered are sold (if
75% of the shares registered sold he will own 47% of our common stock, if 50% of
the shares registered sold he will own 57% of our common stock and if 25% of the
shares registered sold he will own 73% of our common stock).

CASH DIVIDENDS

As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic

conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

NEVADA ANTI-TAKEOVER LAWS

Currently, we have no Nevada shareholders and since this offering will not be
made in the State of Nevada, no shares will be sold to its residents. Further,
we do not do business in Nevada directly or through an affiliate corporation and
we do not intend to do so. Accordingly, there are no anti-takeover provisions
that have the affect of delaying or preventing a change in our control.

The Nevada Business Corporation Law contains a provision governing "Acquisition
of Controlling Interest." This law provides generally that any person or entity
that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied
voting rights with respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore such voting
rights in whole or in part. The control share acquisition law provides that a
person or entity acquires "control shares" whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring its voting
power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to
50%, or (3) more than 50%. A "control share acquisition" is generally defined as
the direct or indirect acquisition of either ownership or voting power
associated with issued and outstanding control shares. The stockholders or board
of directors of a corporation may elect to exempt the stock of the corporation
from the provisions of the control share acquisition act through adoption of a
provision to that effect in the Articles of Incorporation or Bylaws of the
corporation. Our Articles of Incorporation and Bylaws do not exempt our common
stock from the control share acquisition law. The control share acquisition law
is applicable only to shares of "Issuing Corporations" as defined by the act. An
Issuing Corporation is a Nevada corporation, which; (1) has 200 or more
stockholders, with at least 100 of such stockholders being both stockholders of
record and residents of Nevada; and (2) does business in Nevada directly or
through an affiliated corporation.

At this time, we do not have 100 stockholders of record resident of Nevada.
Therefore, the provisions of the control share acquisition law do not apply to
acquisitions of our shares and will not until such time as these requirements
have been met. At such time as they may apply to us, the provisions of the
control share acquisition law may discourage companies or persons interested in
acquiring a significant interest in or control of the Company, regardless of
whether such acquisition may be in the interest of our stockholders.

The Nevada "Combination with Interested Stockholders Statute" may also have an
effect of delaying or making it more difficult to effect a change in control of
the Company. This statute prevents an "interested stockholder" and a resident
domestic Nevada corporation from entering into a "combination," unless certain
conditions are met. The statute defines "combination" to include any merger or
consolidation with an "interested stockholder," or any sale, lease, exchange,
mortgage, pledge, transfer or other disposition, in one transaction or a series
of transactions with an "interested stockholder" having; (1) an aggregate market
value equal to 5 percent or more of the aggregate market value of the assets of
the corporation; (2) an aggregate market value equal to 5 percent or more of the
aggregate market value of all outstanding shares of the corporation; or (3)
representing 10 percent or more of the earning power or net income of the
corporation. An "interested stockholder" means the beneficial owner of 10
percent or more of the voting shares of a resident domestic corporation, or an
affiliate or associate thereof. A corporation affected by the statute may not
engage in a "combination" within three years after the interested stockholder
acquires its shares unless the combination or purchase is approved by the board
of directors before the interested stockholder acquired such shares. If approval
is not obtained, then after the expiration of the three-year period, the
business combination may be consummated with the approval of the board of
directors or a majority of the voting power held by disinterested stockholders,
or if the consideration to be paid by the interested stockholder is at least
equal to the highest of: (1) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date of the
announcement of the combination or in the transaction in which he became an
interested stockholder, whichever is higher; (2) the market value per common
share on the date of announcement of the combination or the date the interested

stockholder acquired the shares, whichever is higher; or (3) if higher for the
holders of preferred stock, the highest liquidation value of the preferred
stock. The effect of Nevada's business combination law is to potentially
discourage parties interested in taking control of the Company from doing so if
it cannot obtain the approval of our board of directors.

REPORTS

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.

STOCK TRANSFER AGENT

We do not have a Transfer Agent yet, but we have contacted Globex Transfer LLC
and they gave as one time set up fee estimates of $2,300.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we will indemnify an officer,
director, or former officer or director, to the full extent permitted by law. We
have been advised that, in the opinion of the SEC, indemnification for
liabilities arising under the Securities Act 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 of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by one of our director, officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of our legal counsel
the matter has been settled by controlling precedent, submit the question of
whether such indemnification is against public policy to a court of appropriate
jurisdiction. We will then be governed by the court's decision.

LEGAL MATTERS

LEGAL COUNSEL PROVIDING LEGAL OPINION

The validity of the issuance of the shares of common stock will be passed upon
for the company by Clark Corporate Law Group LLP. Counsel has additionally
consented to his opinion being included as an exhibit to this filing.
Additionally, counsel has consented to being named in the prospectus.

The legal counsel that passed their opinion on the legality of these securities
is:

Clark Corporate Law Group LLP
3273 E. Warm Springs, Rd.
Las Vegas, Nevada 89120
Fax: (702) 944-7100

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 common stock was employed on a contingency basis
or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents, subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer or employee.

EXPERTS

HARRIS & GILLESPIE CPA'S, PLLC, our independent registered public accountant,
has audited our financial statements included in this prospectus and
registration statement to the extent and for the periods set forth in their
audit report. HARRIS & GILLESPIE CPA'S, PLLC, has presented its report with
respect to our audited financial statements.

AVAILABLE INFORMATION

We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this prospectus. For
future information about us and the securities offered under this prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these documents, upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Our SEC filings are also available to the public through the SEC Internet
site at www.sec.gov.

FINANCIAL STATEMENTS

The financial statements of KARNET CAPITAL CORP. for the period ended May 31,
2014, and related notes, included in this prospectus have been audited by, and
have been so included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no changes in or disagreements with our independent registered
public accountant.

KARNET CAPITAL CORP.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

MAY 31, 2014

Report of Independent Registered Public Accounting Firm F-1

Balance Sheet as of May 31, 2014 F-2

Statement of Operations for May 31, 2014 F-3

Statement of Stockholders' Equity as of May 31, 2014 F-4

Statement of Cash Flows for the period from January 31, 2014
(Date of Inception) to May 31, 2014 F-5

Notes to the Financial Statements F-6

HARRIS & GILLESPIE CPA'S, PLLC
CERTIFIED PUBLIC ACCOUNTANT'S
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050

INDEPENDENT AUDITOR' REPORT ON FINANCIAL STATEMENTS

To the Board of Directors
Karnet Capital Corp.

We have audited the accompanying balance sheet of Karnet Capital Corp. (A
Development Stage Company) as of May 31, 2014 and the related statements of
operations, stockholders' equity/(deficit) and cash flows for the period then
ended, and for the period from January 31, 2014 (inception) to May 31, 2014.
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 audit.

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 is not required to
have, nor were we engaged to perform, an audit of its 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 also 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. We believe that our audits provide 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 Karnet Capital Corp. (A
Development Stage Company) as of May 31, 2014 and the results of its operations
and cash flows for the period then ended and for the period from January 31,
2014 (inception) through May 31, 2014 in conformity with generally accepted
accounting principles 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 had significant operating losses; a working capital
deficiency and its need for new capital raise substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters is also described in Note #2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ HARRIS & GILLESPIE CPA'S, PLLC
---------------------------------------------
Seattle, Washington
July 1, 2014

F-1

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MAY 31, 2014

May 31, 2014
------------
ASSETS

Current Assets
Cash and cash equivalents $ 1,263
Deposit 5,125
--------
Total Current Assets 6,338
--------

Total Assets $ 6,338
========

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Current Liabilities
Loan from director $ 500
--------

Total Liabilities 500
--------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
6,000,000 shares issued and outstanding 6,000
Additional paid in capital 0
Deficit accumulated during the development stage (112)
--------
Total Stockholders' Equity 5,888
--------

Total Liabilities and Stockholders' Equity $ 6,388
========

See accompanying notes to financial statements.

F-2

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM JANUARY 31, 2014 (INCEPTION) TO MAY 31, 2014

For the period from
January 31, 2014
(Inception) to
May 31, 2014
------------

REVENUES $ 0
-----------
OPERATING EXPENSES
General and Administrative Expenses 112
-----------

TOTAL OPERATING EXPENSES 112
-----------

NET LOSS FROM OPERATIONS (112)

PROVISION FOR INCOME TAXES 0
-----------

NET LOSS $ (112)
===========

NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 6,000,000
===========

See accompanying notes to financial statements.

F-3

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 31, 2014 (INCEPTION) TO MAY 31, 2014

Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Inception, January 31, 2014 -- $ -- $ -- $ -- $ --

Shares issued for cash at $0.001
per share 6,000,000 6,000 -- -- 6,000

Net loss for the year ended
May 31, 2014 -- -- -- (112) (112)
--------- ------- -------- ------- -------

Balance, May 31, 2014 6,000,000 $ 6,000 $ -- $ (112) $ 5,888
========= ======= ======== ======= =======

See accompanying notes to financial statements.

F-4

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 31, 2014 (INCEPTION) TO MAY 31, 2014

For the period from
January 31, 2014
(Inception) to
May 31, 2014
------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (112)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities:
Increase in deposit (5,125)
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (5,237)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 6,000
Loans from director 500
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 6,500
--------

CASH FLOWS FROM INVESTING ACTIVITIES --
--------
CASH FLOWS USED IN INVESTING ACTIVITIES --
--------

NET INCREASE IN CASH 1,263
Cash, beginning of period 0
--------

Cash, end of period $ 1,263
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========

See accompanying notes to financial statements.

F-5

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2014

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

KARNET CAPITAL CORP. was incorporated in the State of Nevada on January 31,
2014. We are a development-stage company formed to sell food waste processors in
Russia.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company had no revenues as of May 31,
2014. The Company currently has limited working capital, and has not completed
its efforts to establish a stabilized source of revenues sufficient to cover
operating costs over an extended period of time.

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

NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.

Basis of presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America, and
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC") and reflect all adjustments, consisting of normal recurring
adjustments, which management believes are necessary to fairly present the
financial position, results of operations and cash flows of the Company for the
year ending May 31, 2014 and for the period January 31, 2014 (inception) through
May 31, 2014.

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $1,263 of cash
as of May 31, 2014.

Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.

Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.

F-6

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2014

NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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 the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income 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 for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of May 31, 2014.

Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.

Recent Accounting Pronouncements
KARNET CAPITAL CORP. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.

NOTE 4 - LOAN FROM DIRECTOR

On March 13, a director loaned $500 to the Company to open bank account.

The loan is unsecured, non-interest bearing and due on demand.

The balance due to the director was $500 as of May 31, 2014.

NOTE 5 - COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On April 21, 2014, the Company issued 6,000,000 shares of common stock to a
director for cash proceeds of $6,000 at $0.001 per share.

There were 6,000,000 shares of common stock issued and outstanding as of May 31,
2014.

F-7

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
MAY 31, 2014

NOTE 6 - COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.

NOTE 7 - INCOME TAXES

As of May 31, 2014, the Company had net operating loss carry forwards of
approximately $112 that may be available to reduce future years' taxable income
in varying amounts through 2031. Future tax benefits which may arise as a result
of these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.

The provision for Federal income tax consists of the following:

May 31, 2014
------------
Federal income tax benefit attributable to:
Current Operations $ 38
Less: valuation allowance (38)
--------
Net provision for Federal income taxes $ 0
========

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:

May 31, 2014
------------
Deferred tax asset attributable to:
Net operating loss carryover $ 38
Less: valuation allowance (38)
--------
Net deferred tax asset $ 0
========

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $112 for Federal income tax
reporting purposes are subject to annual limitations. Should a change in
ownership occur net operating loss carry forwards may be limited as to use in
future years.

NOTE 8 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
from May 31, 2014 to the date these financial statements were ready to be
issued, July 1, 2014 and has determined that it does not have any material
subsequent events to disclose in these financial statements.

F-8

KARNET CAPITAL CORP.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

FEBRUARY 28, 2015

Balance Sheet as of February 28, 2015 (Unaudited) and May 31, 2014 F-10

Statement of Operations for the three and nine months period ended
February 28, 2015 (Unaudited) F-11

Statement of Cash Flows for the Nine Months period ended
February 28, 2015 (Unaudited) F-12

Notes to the Financial Statements F-13

F-9

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF FEBRUARY 28, 2015

February 28, 2015 May 31, 2014
----------------- ------------
(Unaudited) (Audited)

ASSETS

Current Assets
Cash and cash equivalents $ 7,725 $ 1,263
Deposit -- 5,125
-------- --------
Total Current Assets 7,725 6,338
-------- --------

Total Assets $ 7,725 $ 6,338
======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts Payable $ 3 $ --
Loan from director 11,500 500
-------- --------

Total Liabilities 11,503 500

Shareholders' Equity
Common stock, par value $0.001; 75,000,000 shares
authorized, 6,000,000 shares issued and outstanding 6,000 6,000
Additional paid-in capital -- --
Deficit accumulated during the development stage (9,778) (122)
-------- --------
Total Shareholders' Equity (3,778) (5,888)
-------- --------

Total Liabilities and Shareholders' Equity $ 7,725 $ 6,338
======== ========

See accompanying notes to financial statements.

F-10

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE FOR THE THREE AND NINE MONTHS PERIOD ENDED FEBRUARY 28, 2015
(UNAUDITED)

Three Months Ended Nine Months Ended
February 28, 2015 February 28, 2015
----------------- -----------------

REVENUES $ 7,688 $ 7,688
Cost of Goods Sold (5,125) (5,125)
---------- ----------
GROSS PROFIT 2,563 2,563

Operating Expenses
General and Administrative Expenses 3,968 12,229
---------- ----------
Total Operating Expenses 3,968 12,229
---------- ----------

Net Loss From Operations (3,968) (12,229)

Provision for Income Taxes 0 0
---------- ----------

Net Loss $ (1,405) $ (9,666)
========== ==========
Net Loss Per Share:
Basic and Diluted $ (0.00) $ (0.00)
========== ==========
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted 6,000,000 6,000,000
========== ==========

See accompanying notes to financial statements.

F-11

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE NINE MONTHSPERIOD ENDED FEBRUARY 28, 2015
(UNAUDITED)

For the Nine Months
Period Ended
February 28, 2015
-----------------
Cash flows from operating activities:
Net loss for the period $ (9,666)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in operating assets and liabilities:
Increase in deposit/inventory 5,125
Accounts Payable 3
--------
Cash flows used in operating activities (4,538)
--------
Cash flows from financing activities:
Proceeds from sale of common stock --
Loans payable 11,000
--------
Cash flows provided by financing activities 11,000
--------
Cash flows from investing activities --
--------
Cash flows used in investing activities --
--------

Net increase (decrease) in cash 6,462

Cash, beginning of the period $ 1,263
--------

Cash, end of the period 7,725
========
Supplemental Cash Flow Information:
Interest paid $ --
========
Income taxes paid $ --
========

See accompanying notes to financial statements.

F-12

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2015
(UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

KARNET CAPITAL CORP. was incorporated in the State of Nevada on January 31,
2014. We are a development-stage company formed to sell food waste processors in
Russia.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. As of February 28, 2015 the Company has generated
revenues, however, they are not sufficient to cover our operating expenses. The
Company currently has limited working capital, and has not completed its efforts
to establish a stabilized source of revenues sufficient to cover operating costs
over an extended period of time.

NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $7,725 of cash
as of February 28, 2015.

Inventories

Inventories are stated at the lower of cost or market. Cost is principally
determined using the first-in, first out (FIFO) method. The Company had $0 in
inventory as of February 28, 2015.

Depreciation, Amortization, and Capitalization
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the
appropriated accounts and the resultant gain or loss is included in net income.

F-13

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2015
(UNAUDITED)

NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.

NOTE 4 - LOAN FROM DIRECTOR

February 28, 2015 May 31, 2014
----------------- ------------
Loan $11,500 $ 500
------- -------
$11,500 $ 500
======= =======

The loans are unsecured, non-interest bearing and due on demand.

The balance due to the director was $11,500 as of February 28, 2015.

NOTE 5 - COMMON STOCK

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

On April 21, 2014, the Company issued 6,000,000 shares of common stock to a
director for cash proceeds of $6,000 at $0.001 per share.

There were 6,000,000 shares of common stock issued and outstanding as of
February 28, 2015.

F-14

KARNET CAPITAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2015
(UNAUDITED)

NOTE 6 - COMMITMENTS AND CONTINGENCIES

NOTE 7 - INCOME TAXES

The provision for Federal income tax consists of the following:

February 28, 2015
-----------------
Federal income tax benefit attributable to:
Current Operations $ 38
Less: valuation allowance (38)
--------
Net provision for Federal income taxes $ 0
========

The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:

February 28, 2015
-----------------
Deferred tax asset attributable to:
Net operating loss carryover $ 38
Less: valuation allowance (38)
--------
Net deferred tax asset $ 0
========

NOTE 8 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to February 28, 2015 to the date these financial statements were
issued on March 18, 2015, and has determined that it does not have any material
subsequent events to disclose in these financial statements

F-15

[Back Page of Prospectus]

PROSPECTUS

9,000,000 SHARES OF COMMON STOCK

KARNET CAPITAL CORP.

DEALER PROSPECTUS DELIVERY OBLIGATION

UNTIL MAY _, 2015, 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 DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs (assuming all shares are sold) of this offering are as
follows:

SEC Registration Fee $ 11.59
Printing Expenses $ 88.41
Accounting Fees and Expenses $ 600.00
Auditor Fees and Expenses $ 4,000.00
Legal Fees and Expenses $ 3,000.00
Transfer Agent Fees $ 2,300.00
----------
TOTAL $10,000.00
==========

----------
(1) All amounts are estimates, other than the SEC's registration fee.

ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS

Section 78.7502 of the Nevada Corporate Law provides, in part, that a
corporation shall have the power to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnity has met the applicable standard
of conduct.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities
without registration since inception. On January 24, 2014, KARNET CAPITAL CORP.
offered and sold 6,000,000 share of common stock to our sole officer and
director, Aleksandr Chuiko, for a purchase price of $0.001 per share, for
aggregate offering proceeds of $6,000. KARNET CAPITAL CORP. made the offer and
sale in reliance on the exemption from registration afforded by Section 4(2) to
the Securities Act of 1933, as amended (the "Securities Act"), on the basis that
the securities were offered and sold in a non-public offering to a
"sophisticated investor" who had access to registration-type information about
the Company. No commission was paid in connection with the sale of any
securities a no general solicitations were made to any person.

II-1

ITEM 16. EXHIBITS

Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant *
3.2 Bylaws of the Registrant *
5.1 Opinion: Legality and Consent of Counsel *
10.1 Sales contract with Kalynka 25 *
10.2 Verbal Agreement with A. Chuiko
10.3 Contract with Trans-Trade Capital *
23.1 Consent of HARRIS & GILLESPIE CPA'S, PLLC,
23.2 Consent of Counsel (included in Exhibit 5.1) *
99.1 Subscription Agreement *

----------
* previously filed

ITEM 17. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(a) Include any prospectus required by Section 10(a) (3) of the Securities
Act;

(b) To reflect in the prospectus any facts or events arising after the
effective date of the 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 Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.

(c) 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; Provided however, that:

A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement; and

B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do
not apply if the registration statement is on Form S-3 or Form F-3 and
the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.

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2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. To remove from registration, by means of a post-effective amendment, any of
the securities being registered hereby that remains unsold at the termination of
the offering.

4 That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned 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 undersigned 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 undersigned 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 undersigned registrant or used or referred to by the
undersigned registrant;

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

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

For the purposes of determining liability under the Securities Act for any
purchaser, 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.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to the 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 is against public policy as expressed
in the Act, and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-1 and authorized this registration statement to
be signed on its behalf by the undersigned, in Russian Federation on April 1,
2015.

KARNET CAPITAL CORP.

By: /s/ Aleksandr Chuiko
-------------------------------------------------
Name: Aleksandr Chuiko
Title: President
(Principal Executive, Financial and
Accounting Officer)

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Aleksandr Chuiko, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of KARNET CAPITAL CORP., and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, grant unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitutes, may
lawfully do or cause to be done by virtue hereof.

Signature Title Date
--------- ----- ----

/s/ Aleksandr Chuiko President, Treasurer and Secretary April 1, 2015
----------------------------- (Principal Executive, Financial and
Aleksandr Chuiko Accounting Officer)

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EXHIBIT INDEX

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* previously filed