UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

URBAN TANTRA INTERNATIONAL, INC

(Exact name of registrant as specified in its charter)

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NEVADA

(State or other jurisdiction of incorporation or organization)

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6500 / 6510 / 6512 / 6513 / 6532 / 7000 / 7011

(Standard Industrial Classification Code Number that company qualifies for)

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27-0394986

(I.R.S. Employer Identification Number)

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1521 ALTON ROAD, SUITE 153, MIAMI BEACH, FL 33139

PHONE / FAX (305) 675-6302

(Address, including zip code, and telephone number of registrant's principal executive offices)

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BUDGET CORP SRVS, 123 W NYE LANE, SUITE 129, CARSON CITY, NV 89706

PHONE (775) 884-9380 / FAX (775) 884-9383

(Company’s registered Agent, address, and telephone number)

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AUGUST 15, 2009 OR AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

(Approximate date of commencement of proposed sale to the public)

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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 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting Company" in Rule 12b-2 of the Exchange Act.

(Check one)

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting Company [X]

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered: COMMON STOCK

Amount of security to be registered: 500,000,000

Proposed maximum offering price per unit (1): $0.02

Proposed maximum aggregate offering price: $10,000,000

Amount of registration fee (2): $558.00

(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(2) Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o).

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THESECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A) MAY DETERMINE.

URBAN TANTRA INTERNATIONAL, INC.

500,000,000 SHARES OF COMMON STOCK

PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE COMMON STOCK OF URBAN TANTRA INTERNATIONAL, INC. ("URBAN TANTRA"). URBAN TANTRA IS REGISTERING UP TO 500,000,000 SHARES OF COMMON STOCK AT AN OFFERING PRICE OF $0.02. THE MAXIMUM AMOUNT TO BE RAISED IS $10,000,000 THERE WILL BE NO UNDERWRITING OR BROKERS / DEALERS INVOLVED IN THE TRANSACTION AND THERE WILL BE NO COMMISSIONS PAID TO ANY INDIVIDUALS FROM THE PROCEEDS OF THIS SALE. THE SHARES ARE BEING OFFERED BY URBAN TANTRA THROUGH OUR OFFICERS AND DIRECTORS. WE ARE SELLING THE SHARES ON A "BEST EFFORTS, NO MINIMUM" BASIS.

THERE WILL BE NO MINIMUM AMOUNT OF SHARES SOLD AND URBAN TANTRA WILL NOT CREATE AN ESCROW ACCOUNT INTO WHICH THE PROCEEDS FROM ANY SHARES WILL BE PLACED. THE PROCEEDS FROM ALL SHARES SOLD BY UT CORP WILL BE PLACED INTO THE CORPORATE ACCOUNT AND SUCH FUNDS SHALL BE NON-REFUNDABLE TO SUBSCRIBERS, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAWS. URBAN TANTRA WILL PAY ALL EXPENSES INCURRED IN THIS OFFERING.

Our common stock is presently not traded on any market or securities exchange. The offering price may not reflect the market price of our shares after the offering.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE RISK FACTORS STARTING ON PAGE 7.

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF URBAN TANTRA TO CONTINUE ITS OPERATIONS AS A GOING CONCERN. THE AUDITORS HAVE EXPRESSED AN OPINION THAT SUBSTANTIAL DOUBT EXISTS AS TO WHETHER URBAN TANTRA CAN CONTINUE AS AN ONGOING BUSINESS. ACCORDINGLY, THE AUDITORS ISSUED A "GOING CONCERN OPINION" IN JUNE 2009.

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

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

SHARES OFFERED BY THE COMPANY	PRICE TO PUBLIC	SELLING AGENT COMMISSIONS	PROCEEDS TO THE COMPANY

Per Share	$0.02	N/A	$0.02
Minimum Purchase	N/A	N/A	N/A
500,000,000	$10,000,000.00	N/A	$10,000,000.00

The shares are intended to be sold by the executive officer of the Company, who will receive no commissions or other remuneration directly or indirectly related to the sale thereof. This offering will be conducted through the safe harbour provisions of Rule 3 a 4 (i) of the Exchange Act of 1934.

Proceeds to the company do not include offering costs, including filing fees, printing costs, legal fees, accounting fees, and transfer agent fees estimated at $5,000. URBAN TANTRA INTERNATIONAL will pay these expenses.

Since there is no minimum number of shares that may or must be sold by the company, we may receive no, or very minimal, proceeds from the offering.

The information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

PROSPECTUS - URBAN TANTRA INTERNATIONAL, INC.

500,000,000 SHARES OF COMMON STOCK

No minimum to 496,580,000 SHARES maximum being sold by us to the public. There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the PINK SHEETS, subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the Financial Industry Regulatory Authority before the market maker will be able to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. URBAN TANTRA INTERNATIONAL may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. URBAN TANTRA INTERNATIONAL will receive all proceeds from the sale of the shares being registered. The securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

PLEASE READ THIS PROSPECTUS CAREFULLY

The information in this prospectus is not complete and may be changed. 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.

This Prospectus is dated JUNE 2009

TABLE OF CONTENTS

SUMMARY OF OFFERING	5
NUMBER OF SHARES OUTSTANDING	5
MINIMUM NUMBER OF SHARES TO BE SOLD IN THIS OFFERING	5
MARKET FOR COMMON SHARES	5
USE OF PROCEEDS	5
TERMINATION OF THE OFFERING	6
COMMISSIONS	6
TERMS	6
SUMMARY INFORMATION ABOUT URBAN TANTRA INTERNATIONAL INC	6
DISCRIPTION OF THE PROPERTY	6
SUMMARY OF OUR FINANCIAL INFORMATION	7
RISK FACTORS	7
FORWARD LOOKING STATEMENTS	12
USE OF PROCEEDS	12
DETERMINATIONS OF OFFERING PRICE	12
THE OFFERING BY THE COMPANY	15
PLAN OF DISTRIBUTION	15
LEGAL PROCEEDINGS	16
BUSINESS INTRODUCTION	16
STRATEGY AND SERVICE	16
THE MARKET	16
MANAGEMENT	17
SALES AND MARKETING	17
COMPETITION	17
STAFFING	17
EMPLOYEE AND EMPLOYMENT AGREEMENTS	17
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS	18
PLAN OF OPERATION	18
LIQUIDITY AND CAPITAL RESOURCES	18
MANAGEMENT – OFFICERS AND DIRECTORS	19
COMMITTEES OF THE BOARD OF DIRECTORS	19
CODE OF BUSINESS CONDUCT AND ETHICS	20
BACKGROUND OF OFFICERS AND DIRECTORS	21
CONFLICTS OF INTEREST	21
EXECUCTIVE COMPENSATION	21
RENUMERATION OF DIRECTORS AND OFFICERS	22
DIRECTOR COMPENSATION	22
LONG TERM INCENTIVE PLAN AWARDS	22
EMPLOYMENT AGREEMENTS	22
INDEMNIFICATION	22
PRINCIPAL STOCKHOLDERS	23
DESCRIPTION OF SECURITIES – COMMON STOCK	24
NON COMULATIVE VOTING	24
CASH DIVIDENDS	24
REPORTING	25
STOCK TRANSFER AGENT	25
STOCK OPTION PLAN	25
LITIGATION	25
BALANCE SHEET	26
STATEMENT OF OPERATIONS	27
STATEMENT OF CASH FLOW	28
STATEMENT OF STOCKHOLDER EQUITY	29
NOTES TO FINANCIAL STATEMENTS	30
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	34
RECENT SALES OF UNREGISTERED SECURITIES	34
EXHIBITS	35
UNDERTAKINGS	35
SIGNATURES	36

SUMMARY OF OUR OFFERING

URBAN TANTRA INTERNATIONAL has 3,420,000 shares of common stock issued and outstanding and is registering 496,580,000 shares of common stock for offering to the public. The company may endeavour to sell all 496,580,000 shares of common stock after this registration becomes effective. The price at which the company offers these shares is fixed at $0.02 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. URBAN TANTRA INTERNATIONAL will receive all proceeds from the sale of the common stock.

496,580,000 shares of common stock are offered by the company.

Offering price per share by the company a price, if and when the company sells the shares of common stock, is set at $0.02.

NUMBER OF SHARES OUTSTANDING

500,000,000 common shares are currently the offering of common shares issued and outstanding. Number of shares outstanding after 496,580,000 common shares will be issued of common shares and outstanding after this offering is completed.

MINIMUM NUMBER OF SHARES TO BE SOLD IN THIS OFFERING

NONE

MARKET FOR THE COMMON SHARES

There is no public market for the common shares. The price per share is $0.02. In addition, the offering price for the shares will remain $0.02 per share until such a time the shares are quoted on the PINK SHEETS or an exchange. The company may sell at prevailing market prices only after the shares are quoted on either the PINK SHEETS or an exchange. URBAN TANTRA INTERNATIONAL may not be able to meet the requirement for a public listing or quotation of its common stock. Further, even if URBAN TANTRA INTERNATIONAL common stock is quoted or granted listing, a market for the common shares may not develop. If a market develops, the price of the shares in the market may not be greater than or equal to the price in this offering.

USE OF PROCEEDS

The company intends to use the proceeds from this offering to develop and complete the business and marketing plan, and for other general corporate and working capital purposes. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement estimated at $5,000 are being paid for by URBAN TANTRA INTERNATIONAL.

TERMINATION OF THE OFFERING

The offering will conclude when all 496,580,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission.

COMMISSIONS

URBAN TANTRA INTERNATIONAL may at its discretion extend the offering for an additional 90 days.

TERMS

The company will determine when and how it will sell the common stock offered in this prospectus. You should rely only upon the information contained in this prospectus. URBAN TANTRA INTERNATIONAL has not authorized anyone to provide you with information different from that which is contained in this prospectus. The selling security holder is offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or of any sale of the common stock.

SUMMARY INFORMATION ABOUT URBAN TANTRA INTERNATIONAL, INC.

This summary provides an overview of selected information contained in this prospectus. It does not contain all the information that you should consider before making a decision to purchase the shares offered by the selling security holders. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements. URBAN TANTRA INTERNATIONAL is a development stage company, incorporated in the State of Nevada on June 19, 2009 to acquire, develop and market real estate of all kinds. We currently own a number of options to purchase land and properties both in the USA and internationally which we intend to develop and market at profit. We have not generated any revenues to date and our activities have been limited to developing our business plan. We will not have the necessary capital to develop or execute our business plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. There is $3420 cash on hand in our corporate bank account. URBAN TANTRA INTERNATIONAL currently has accounts payable and liabilities of $25,800 as of June 25, 2009. In addition URBAN TANTRA INTERNATIONAL anticipates that the costs associated with this offering will be approximately $5,000. As of the date of this prospectus, we have not generated or realized any revenues from our business operations. The following financial operation summarizes the more complete historical financial information as indicated on the audited financial statements we have filed with this prospectus.

DESCRIPTION OF PROPERTY

The company does not own any real estate or other real properties. The company's office is located at 1521 Alton Road, Suite 153, Miami Beach, FL 33139 USA. The telephone / fax number is 305-675-6302. The company domain is www.urbantantra.NET

SUMMARY OF OUR FINANCIAL INFORMATION

Balance Sheet As Of June, 2009


Total Assets	$	6,862
Total Liabilities	$	25,800
Total Deficit	$	(18,938	)

Operating Data For The Year Ended June 30, 2009


Revenue	$	0.00
Net Loss	$	(18,938	)
Net Loss Per Share	$	(.005	)

URBAN TANTRA INTERNATIONAL has no revenues and has achieved losses since inception. URBAN TANTRA INTERNATIONAL has had no operations and has been issued a "going concern" opinion by its auditor.

RISK FACTORS

Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock. This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment. The company considers the following to be the material risks for an investor regarding this offering. URBAN TANTRA INTERNATIONAL should be viewed as a high risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock. In their audit report dated June 2009, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to URBAN TANTRA INTERNATIONAL we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plans. Due to the fact that there is no minimum investment and no refunds on sold shares, you may be investing in a Company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment. Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors. Since URBAN TANTRA INTERNATIONAL anticipates operating expenses will increase prior to earning revenue, it may never achieve profitability – risks related to our financial condition. The Company anticipates an increase in its operating expenses, without realizing any revenues from the sale of its properties and assets. There is no history upon which to base any assumption as to the likelihood that the Company will prove successful. We cannot provide investors with any assurance that our properties and assets will attract customers; generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business can fail, which will result in the loss of your entire investment.

OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE COMPLETE LOSS OF YOUR INVESTMENT

If we are not successful in earning revenue once we have started our sale activities, we may require additional financing to sustain our business operations. Currently, we do not have any arrangements for financing and can provide no assurances to investors that we will be able to obtain any when required. Obtaining additional financing would be subject to a number of factors, including the Company's sales results. These factors may have an affect on the timing, amount, terms or conditions of additional financing and make such additional financing unavailable to us. No assurance can be given that the Company will obtain access to capital markets in the future or that adequate financing to satisfy the cash requirements of implementing our business strategies will be available on acceptable terms. The inability of the Company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and its financial conditions.

SINCE WE LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE, WHICH MAY RESULT IN THE LOSS OF YOUR INVESTMENT

URBAN TANTRA INTERNATIONAL is a development stage company and has not yet begun to execute its business plan. Thus, we have no way to evaluate the likelihood that we will be able to operate the business successfully. We were incorporated in June, 2009 and to date have been involved primarily in organizational activities and business planning. Based upon current plans, we expect to incur operating losses in future periods. We will incur these losses due to expenses associated with developing the business plan. We cannot guarantee that we will be successful in generating revenue in the future, or in raising funds through the sale of our shares, adequate to pay for our business operations and planned expenditures. As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which will result in the complete loss of your investment.

AS OUR OFFICERS AND DIRECTORS HAVE OTHER OUTSIDE BUSINESS ACTIVITES, THEY MAY BE UNABLE TO DEVOTE A MAJORITY OF THEIR TIME TO THE COMPANY. AS A RESULT, THERE MAY BE PERIODIC INTERRUPTIONS IN OUR OPERATIONS AND OUR BUSINESS COULD FAIL

Our officers and directors have other outside business activities and are devoting only approximately 5-24 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to our officers and directors, which may result in periodic interruptions or suspensions of our business plan. If the demands of the company's business require the full time of our executive officer, he is prepared to adjust his timetable in order to devote more time to conducting our business operations. However, our executive officer may be unable to devote sufficient time to the management of the company's business, which may result in periodic interruptions in the implementation of the company's business plans and operations. Such delays could have a significant negative effect on the success of our business.

SHOULD OUR OFFICERS AND DIRECTORS LEAVE THE COMPANY, WE MAY BE UNABLE TO CONTINUE OUR OPERATIONS

The company is entirely dependent on the efforts and abilities of its officers and directors. The loss of our officers and directors could have a material adverse effect on the business and its prospects. The company believes that all commercially reasonable efforts have been made to minimize the risks attendant the departure from service of our current sole officers and directors. However, replacement personnel may be unavailable to us. Moreover, even if available, replacement personnel may not enable the company to operate profitably. All decisions regarding the management of the company's affairs will be made exclusively by its officers and directors. Purchasers of the offered shares may not participate in the management of the company and, therefore, are dependent upon the management abilities of the company's officers and directors. The only assurance that the shareholders of the company (including purchasers of the offered shares) have that the company's officers and directors will not abuse their discretion in making decisions, with respect to its affairs and other business decisions, is their fiduciary obligations and business integrity. Accordingly, no person should purchase offered shares unless that person is willing to entrust all aspects of management to the company's sole officers and directors, or their successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of the company's management. The company's management may retain independent contractors to provide services to the company. Those contractors have no fiduciary duty to the shareholders of the company and may not perform as expected. The company does not maintain key person life insurance on its officers and directors.

IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO EXPENSIVE, OUR BUSINESS MAY FAIL

Developing and executing our business plan may require and may require a significant capital investment. Debt or equity financing may not be available for us to do so, or if available may be too expensive. To start executing our planned business operations requires an initial investment of approximately $9,000,000, and we anticipate 12 months of operational losses at approximately $5,000 per month before we can generate adequate cash flow to cover operations.

IF WE EXPAND OUR OPERATIONS AND FAIL TO MANAGE THE RESULTING GROWTH EFFECTIVELY, OUR BUSINESS MAY BE HARMED

Our growth strategy is subject to significant risks which you should carefully consider before purchasing the shares we are offering. Although we plan on researching our market carefully, we may be slow to achieve profitability, or may not become profitable at all, which will result in losses. There can be no assurance that we will succeed. Our systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our marketing and distribution.

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK - RISKS RELATED TO THIS OFFERING

There is currently no public trading market for our common stock. Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

INVESTORS WILL PAY MORE FOR URBAN TANTRA INTERNATIONAL CORPORATION COMMON STOCK THAN THE PRO RATA PORTION OF OUR ASSETS ARE WORTH; AS A RESULT INVESTING IN THE COMMON STOCK MAY RESULT IN AN IMMEDIATE LOSS

The offering price and other terms and conditions relative to the Company's shares have been arbitrarily determined by the Company and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the Company was formed recently and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

AS WE CURRENTLY HAVE NO MARKET FOR OUR SHARES, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES. EVEN IF A MARKET SHOULD DEVELOP, THE PRICE MAY BE VOLATILE AND SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT

Further, even if a market develops, our common stock will be subject to price fluctuations and volatility. The company cannot apply directly to be quoted on the PINK SHEETS. Additionally, the stock can be listed or traded only to the extent that there is interest by broker/dealers in acting as a market maker in the company's stock. Despite the company's best efforts, the company may not be able to convince any broker/dealers to act as market-makers and make quotations on the PINK SHEETS. It is the company's intent to contact potential market makers for the PINK SHEETS after it has completed its primary offering.

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY'S SHARES

In the event our shares are traded, and our stock trades below $5.00 per share our stock would be known as a "penny stock" which is subject to various regulations involving disclosures to be given to you prior to purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of these securities. In addition he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge you understand the risk associated with buying penny stocks and that you can absorb the entire loss of your investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is oftentimes volatile and you may not be able to buy or sell the stock when you want.

AS THE COMPANY HAS 500,000,000 AUTHORIZED COMMON SHARES THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES DILUTING THE COMPANY'S CURRENT SHAREHOLDERS'EQUITY

The company has 500,000,000 authorized common shares of which only 496,580,000 are currently outstanding and will be issued and outstanding if all the shares in this offering are sold. The company's management could, without the consent of the company's existing shareholders issue substantially more shares causing a large dilution in our current shareholders' equity position. Additionally, large share issuances by the company would generally have a negative impact on our share price. It is possible that due to additional share issuance you could lose a substantial amount or all of your investment.

IF THE COMPANY FILES FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT

If we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by creditors against us, all funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. In this case, you will lose your investment and your funds will be used to pay creditors.

INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE LOSS OF YOUR INVESTMENT

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. The business objectives of the Company are also speculative, and it is possible that we would be unable to accomplish them. The Company's shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH

The Company has only been recently formed and has only a limited operating history and no earnings; therefore, the price of the offered shares is not based on any data. The offering price and other terms and conditions regarding the Company's shares have been arbitrarily determined and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. The arbitrary offering price of $0.02 per common share as determined herein is substantially higher than the net tangible book value per share of the Company's common stock. URBAN TANTRA INTERNATIONAL’S assets do not substantiate a share price of $0.02. This premium in share price applies to the terms of this offering and does not attempt to reflect any forward looking share price subsequent to the Company obtaining a listing on any exchange, or becoming quoted on the PINK SHEETS.

THERE IS NO ASSURANCE THAT A PURCHASER OF SHARES WILL REALIZE A RETURN ON HIS INVESTMENT OR THAT HE WILL NOTLOSE HIS ENTIRE INVESTMENT IN THE COMPANY

To date, the company has limited operations and revenues. We have never earned a profit and there can be no assurance that we will ever achieve profitable operations. Our ability to implement our business plan is dependent, among other things, on the completion of this Offering. If we fail to raise any or a sufficient amount of money in this offering, we may fail as a business. Even if we raise sufficient amount of funding in this Offering, there can be no assurance that our business model will succeed. We anticipate incurring losses during the period of time necessary to develop our properties and assets. Additionally, there can be no assurance that we will ever operate profitably, even if this offering is successful.

INVESTORS SHOULD NOT PURCHASE SHARES IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT

Because we are a newly formed company, there is no corporate operating history on which to evaluate our potential for success. Additionally, we face many risks inherent in a start-up business, including difficulties and delays frequently encountered in connection with the commencement of operations, operational difficulties and our potential underestimation of initial and ongoing costs. Executing the business plan requires that we spend significant funds based entirely on our preliminary evaluation of the potential of the market. It is impossible to predict the success of our business before marketing starts. The ability of the company to generate revenues will depend upon a variety of unpredictable factors. Because there may be a substantial delay between the completion of this offering and the business plan execution, our expenses may be increased and it may take us longer to generate revenues. We have no way to predict when we will begin to generate sales. There is No Minimum Number of Shares we have to sell in this Offering. We are making this offering on a "best efforts, no minimum basis." What this means is that all the net proceeds from this Offering will be immediately available for use by us and we don't have to wait until a minimum number of Shares have been sold to keep the proceeds from any sales. We can't assure you that subscriptions for the entire Offering will be obtained. We have the right to terminate the offering of the Shares at any time, regardless of the number of Shares we have sold since there is no minimum subscription requirement. Our ability to meet our financial obligations and cash needs and to achieve our objectives could be adversely affected if the entire offering of Shares is not fully subscribed for. State Blue Sky laws may limit resale of the Shares. The holders of our shares of common stock 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 law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they 'recognize securities manuals' but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin. If we do not execute our business plan on schedule or within budget, our ability to generate revenue may be diminished or delayed. Our ability to adhere to our schedule and budget face many uncertainties

WE WILL INCUR INCREASED COSTS AS A RESULT OF BEING A PUBLIC COMPANY

As a public company, we incur significant legal, accounting and other expenses that a private company does not incur. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and stock exchanges has required changes in corporate governance practices of public companies. We expect that these new rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, as a result of becoming a public company, we need to create additional board committees and adopt additional policies regarding internal controls and disclosure controls and procedures. We will incur additional costs associated with public company reporting requirements and compliance with the internal controls of Section 404 of the Sarbanes-Oxley Act of 2002. We also expect these new rules and regulations will make it more difficult and more expensive for us to obtain directors' and officers' liability insurance. As a result, our general and administrative expenses will likely increase and it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements regarding the management's plans and objectives for future operations, including plans and objectives relating to our planned entry into our property and asset business. The forward-looking statements and associated risks set forth in this prospectus include or relate to, among other things, (a) our projected profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our ability to obtain and retain sufficient capital for future operations, and (e) our anticipated needs for working capital. These statements may be found under "Management's Discussion and Analysis or Plan of Operation" and "Description of Business," as well as in this prospectus generally. Actual events or results may differ materially from those discussed in these forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this prospectus generally. In light of these risks and uncertainties, the forward-looking statements contained in this prospectus may not in fact occur. The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on the assumptions that we will be able to continue our business strategies on a timely basis, that we will attract customers, that there will be no material adverse competitive or in the conditions under which our business operates, that our sole officer and director will remain employed as such, and that our forecasts accurately anticipate market demand. The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in this "Risk Factors" section of this prospectus, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Increases in the cost of our services, or in our general or administrative expenses, or the occurrence of extraordinary events, could cause actual results to vary materially from the results contemplated by these forward-looking statements. Management decisions, including budgeting, are subjective in many respects and subject to periodic revisions in order to reflect actual business conditions and developments. The impact of such conditions and developments could lead us to alter our marketing, capital investment or other expenditures and may adversely affect the results of our operations. In light of the significant uncertainties inherent in the forward-looking information included in this prospectus, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

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 $0.02. The funds raised through this offering will be used to develop and complete the business and marketing plan.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by URBAN TANTRA INTERNATIONAL and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares. The price of the current offering is fixed at $0.02 per share. This price is significantly greater than the price paid by the existing shareholders for common equity since the company's inception in June 2009. The company's officers and directors and or existing shareholders paid $0.001 per share, a difference of $0.019 per share lower than the share price in this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

FINANCIAL POSITION OF URBAN TANTRA INTERNATIONAL IF ALL SHARES ARE SOLD

--------------------------------------------------------

Price per share................................................

$ 0.02

Negative - Net tangible book value per share before offering…..

$ (0.01)

Potential gain to existing shareholders........................

$ 0.019

Net tangible book value per share after offering...............

$ 0.006

Increase to present stockholders in net tangible book value

per share after offering ......................................

$ 0.005

Capital contributions..........................................

$ 8,897,400

Number of shares outstanding before the offering...............

496,580,000

Number of shares after offering held by existing stockholders..

3,420,000

Percentage of ownership after offering........................

8.6%

PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD

--------------------------------------------------------

Price per share................................................

$ 0.02

Dilution per share.............................................

$ 0.00

Capital contributions..........................................

$ 8,897,400

Percentage of capital contributions............................

91.4%

Number of shares after offering held by public investors......

496,586,000

Percentage of ownership after offering........................

91.4%

THE OFFERING BY THE COMPANY

URBAN TANTRA INTERNATIONAL is registering 496,580,000 shares of its common stock for offer and sale. There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock listing on the PINK SHEETS, subject to the effectiveness of this Registration Statement. In addition, a market maker will be required to file a Form 211 with the Financial Industry Regulatory Authority before the market maker will be able to make a market in our shares of common stock. At the date hereof, we are not aware that any market maker has any such intention. All of the shares registered herein will become tradable on the effective date of this registration statement. The company will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer. NOTE: As of the date of this prospectus there are 496,580,000 shares outstanding of which our officers and directors own zero of the common shares, which are subject to Rule 144 restrictions. There are currently forty five (45) shareholders of our common stock. The company is hereby registering 496,580,000 common shares. The price per share is $0.02 and will remain so unless and until the shares are quoted on the PINK SHEETS or an exchange. In the event the company receives payment for the sale of their shares, URBAN TANTRA INTERNATIONAL will receive all of the proceeds from such sales. URBAN TANTRA INTERNATIONAL is bearing all expenses in connection with the registration of the shares of the company.

PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through our officers and directors named herein, who will not receive any commissions or other remuneration of any kind for selling shares in this offering, except for the reimbursement of actual out-of-pocket expenses incurred in connection with the sale of the common stock. The offering will conclude when all 500,000,000 shares of common stock have been sold, or 90 days after this registration statement becomes effective with the Securities and Exchange Commission. URBAN TANTRA INTERNATIONAL may at its discretion extend the offering for an additional 90 days. This offering is a self-underwritten offering, which means that it does not involve the participation of an underwriter to market, distribute or sell the shares offered under this prospectus. We will sell shares on a continuous basis. We reasonably expect the amount of securities registered pursuant to this offering to be offered and sold within ninety (90) days from this initial effective date of this registration. In connection with their selling efforts in the offering, the officers and director will not register as broker-dealers pursuant to Section 15 of the Exchange Act, but rather will rely upon the "safe harbour" provisions of Rule 3a4-1 under 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. The officers and directors are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. The officers and directors will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. The officers and directors have not and have not been within the past 12 months, a broker or dealer, and are not within the past 12 months, an associated person of a broker or dealer. At the end of the offering, the officers and directors will continue to primarily perform substantial duties for us or on our behalf other than in connection with transactions in securities. The officers and directors have not participated 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). 3,420,000 common shares are issued and outstanding as of the date of this prospectus. The company is registering an additional 496,580,000 shares of its common stock for possible resale at the price of $0.02 per share. There is no arrangement to address the possible effect of the offerings on the price of the stock. URBAN TANTRA INTERNATIONAL will receive all proceeds from the sale of the shares by the company. The price per share is $0.02 and will remain so unless and until the shares are quoted on the PINK SHEETS or an exchange. However, URBAN TANTRA INTERNATIONAL common stock may never be quoted on the PINK SHEETS or listed on any exchange. The company's shares may be sold to purchasers from time to time directly by, and subject to the discretion of, the company. Further, the company will not offer their shares for sale through underwriters, dealers, or 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 sold by the company may be sold occasionally in one or more transactions, either at an offering price that is fixed or that may vary from transaction to transaction depending upon the time of sale, or at prices otherwise negotiated at the time of sale. Such prices will be determined by the company or by agreement between the company and any purchasers of our common stock. The shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states. In addition and without limiting the foregoing, 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. URBAN TANTRA INTERNATIONAL will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge; no such proceedings are threatened or contemplated by any party.

BUSINESS - INTRODUCTION

URBAN TANTRA INTERNATIONAL is a development stage company, incorporated in the State of Nevada in June 2009, involved in the purchase and development of properties and assets in the USA and world-wide. URBAN TANTRA INTERNATIONAL is in the property business. We have identified objectives to have a diversified portfolio in the following ways. We have proposed purchase of a boutique hotel in the Dominican Republic on the north coast with 36 rooms for $950,000 plus refurbishment and operational expenses of approximately $600,000. We also proposed purchase of apartment buildings located in South Beach Miami Florida with 20 units per building currently with no less than 95% occupancy rate for an average of $1,500,000 - $3,500,000 per property. After a few years of rentals bringing in an average of $12000 per annum per unit in each property, we will consider bringing the rentals into option to buy for the occupants (vanilla shell or as is). We also have options to purchase up to 3000 acres of land in Arkansas for residential developments. Funds raised will be applied to the projects as outlined above. We have set a first year budget of nine million dollars expenditure for all the above. We do have investors ready to place funds out of the UK and Ireland to begin with but the condition is that we must be trading on either the Pink Sheets or the OTCBB to give them a full disclosure reporting on a quarterly basis.

We have not generated any revenues to date and our activities have been limited to developing the Business Plan. We will not have the necessary capital to develop our Business Plan until we are able to secure financing. There can be no assurance that such financing will be available on suitable terms. See "Managements Discussion and Analysis Plan of Operations" and "Liquidity and Capital Resources." We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities to funds operations.

THE FOLLOWING DESCRIPTION OF OUR BUSINESS IS INTENDED TO PROVIDE AN UNDERSTANDING OF OUR COMPANY AND THE DIRECTION OF OUR STRATEGY

STRATEGY AND SERVICE

We have established through market research that there is an extensive market for the purchase of property and assets at below market valuations that can be developed and managed to return profits in both the short, medium and long term of the life of such properties and assets.

THE MARKET

There is no way to accurately estimate the overall market for properties at below market valuations however current market conditions have created substantial opportunities to so acquire such properties and assets.

MANAGEMENT

It is intended that our TWO (2) officers will provide all the labour for the company initially and then hiring either employees or using independent contractors as our portfolio growth demands. The company intends to into a contract with an independent contractor (CONSPECTUS CONSULTANCY) for future consulting services as it pertains to the company’s trading activities, obtaining advice and other financial matters including limited funding for audited financial and legal representations as and when it can afford to commission.

SALES AND MARKETING

We intend to undertake all sales and marketing by the Corporation’s officers and directors and agents.

COMPETITION

There are many competitors selling or anticipated to selling similar products as being developed by us. We believe the most effective way to be successful against this competition is a combination of skill in selection of properties and assets that are environmentally sound and efficient combined with exceptional customer service to those who buy or lease our properties and assets from us.

STAFFING

As of June 2009, URBAN TANTRA INTERNATIONAL has no permanent staff other than its officers and directors. The officers and directors have the flexibility to work on URBAN TANTRA INTERNATIONAL between 5-24 hours per week. They are prepared to devote more time to our operations as may be required. They are not being paid at present.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, URBAN TANTRA INTERNATIONAL has no employees other than its current officers and directors, officers and directors, who have not been compensated. There are no employment agreements in existence. The company presently does not have, pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, the company may adopt plans in the future. There are presently no personal benefits available to the company's directors. During the initial implementation of our marketing strategy, the company intends to hire independent consultants to develop and market its website, rather than hire full time website development, marketing and maintenance employees.

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, which apply only as of the date of this prospectus. 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. URBAN TANTRA INTERNATIONAL is a development stage company, incorporated in the State of Nevada in June 2009, involved in the purchase and development of properties and assets in the USA and world-wide. From inception to the date of this prospectus in 2009, the company's business operations have primarily been focused on developing our business plan and market research.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

There is no historical financial information about us upon which to base an evaluation of our performance. URBAN TANTRA INTERNATIONAL was incorporated in the State of Nevada in June 2009; we are a development stage company attempting to enter into the property and assets development market. We have not generated any revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See "Risk Factors"). To become profitable and competitive, we must develop the business, marketing plan, and execute the plans.

PLAN OF OPERATION

Over the 12 month period starting upon the effective date of this registration statement, the company must raise capital in order to complete the Business and Marketing Plan and to commence the execution. Since inception in June 2009 to the date of this prospectus, URBAN TANTRA INTERNATIONAL has spent a total of $25,800 on start-up costs. The company has not generated any revenue from business operations. The company expects to have incurred expenditures of $3,000 for accounting services, the preparation of audited financial statements and legal services. The company also incurred expenditures of $2,000 for general administrative costs. Since inception, the majority of the company's time has been spent refining its business plan and marketing, conducting industry research, and preparing for a primary financial offering.

LIQUIDITY AND CAPITAL RESOURCES

As of the date of this registration statement, we have yet to generate any revenues from our business operations. In June 2009, URBAN TANTRA INTERNATIONAL issued 3,420,000 shares of common stock to (45) shareholders including zero shares to our (1) officer and director. We anticipate needing a minimum of $9,000,000 in order to execute our preliminary business plan in a meaningful way over the next eighteen (18) months. The available cash (if all shares in this offering are subscribed) is not sufficient to allow us to commence full execution of our business plan. Our business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status we believe that we may be able to issue notes payable or debt instruments in order to start executing our Business and Marketing Plan. We anticipate that receipt of such financing may require granting a security interest in the service offering, but are willing to grant such interest to secure the necessary funding. Through June 2009, we expended our loss from operations from the sale of common shares. We have managed to keep our monthly cash flow requirement low for two reasons. First, our officers and directors have agreed not to draw a salary until a minimum of $500,000 in funding is obtained or until we have achieved $200,000 in gross revenues. Second, we have been able to keep our operating expenses to a minimum by operating in a rented address. Given our low monthly cash flow requirement and our agreements with management believes that, even though our auditors have expressed substantial doubt about our ability to continue as a going concern, and assuming that we do not commence our anticipated operations, we have sufficient financial resources to meet its obligations for at least the next twelve months. In the early stages of our company, we will need cash for completing the business and marketing plan. We anticipate that during the first year, in order to execute our business plan to any meaningful degree, we would need to spend a minimum of $9,000,000 on such endeavours. If we are unable to raise the funds, partially through this offering, we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to keep costs from being more than these estimated amounts or that we will be able to raise such funds. Even if we sell all shares offered through this registration statement, we expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws. Our independent auditor has expressed substantial doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 6 of our financial statements.

MANAGEMENT - OFFICERS AND DIRECTORS

Our officers and directors will serve until his successor is elected and qualified. Our officers are elected by the Board of Directors to a term of three (3) years and serve until their successor is duly elected and qualified, or until they are removed from office. The Board of Directors has no nominating, auditing or compensation committees.

The name, address, age and position of our company’s officers is set forth below:

NAME: ANDREW MCLAUGHLIN

ADDRESS: 1521 ALTON ROAD # 153, MIAMI BEACH, FL 33139 USA

AGE: 36

POSITION(S): PRESIDENT

NAME: JILL BUTLER

ADDRESS: 65 ELDON STREET, PRESTON, LANCASHIRE, PR1 7PL UK

AGE: 47

POSITION: SECRETARY

The persons named above have held their offices/positions since the inception of our company and is expected to hold their offices/positions until the next annual meeting of our stockholders.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Because we do not have any independent directors, our Board of Directors believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance. We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. None of our directors are an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who:

* understands generally accepted accounting principles and financial statements,

* is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

* has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

* understands internal controls over financial reporting,

* understands audit committee functions.

Our Board of Directors is comprised of individuals who were integral to our formation and who are involved in our day to day operations. While we would prefer that one or more of our directors be an audit committee financial expert, none of these individuals who have been key to our development have professional backgrounds in finance or accounting. As with most small, early stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, we do not have any immediate prospects to attract independent directors. When we are able to expand our Board of Directors to include one or more independent directors, we intend to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address Board of Directors independence, audit committee oversight, and the adoption of a code of ethics. Our Board of Directors is comprised of one individual who is also our executive officer. Our executive officers make decisions on all significant corporate matters such as the approval of terms of the compensation of our executive officers and the oversight of the accounting functions. Although we have adopted a Code of Ethics and Business Conduct we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our Board of Directors as we presently do not have any independent directors. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our Board of Directors. It is possible that if our Board of Directors included independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

CODE OF BUSINESS CONDUCT AND ETHICS

In June 2009, we adopted a Code of Ethics and Business Conduct which is applicable to our employees and which also includes a Code of Ethics for our President and principal financial officers and persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

* Honest and ethical conduct,

* Full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

* Compliance with applicable laws, rules and regulations,

* Prompt reporting violation of the code,

* Accountability for adherence to the code.

BACKGROUND OF OFFICERS AND DIRECTORS

ANDREW MCLAUGHLIN PRESIDENT / TREASURER

Andrew McLaughlin is a property consultant with a focus on single and multi-family unit properties and hotel and commercial development real estate. Throughout the early to mid 2000’s, Mr. McLaughlin served as Vice President of a domestic home furnishing and accessory company called Urban Rejuvenation, Inc., sourcing real estate locations throughout Florida, Hawaii and Puerto Rico. After being considered as a consultant of Arista Holdings, located in the Isle of Man, he began working closely with clients throughout Canada, India and Russia in 2006-2008 sourcing hotel and commercial development properties for investment portfolio consideration basing his operations out of the Isle of Man. Many of the investment properties that Mr. McLaughlin sourced were negotiated directly with the owners and ranged in price from five (5) million Euros to seventy-seven (77) million Euros, achieving reduced rates of at least 45% in the property markets of Spain, France, UK, Italy and Morocco. Mr. McLaughlin relocated to Miami Beach, Florida and is working with many residential and commercial properties throughout the area. His main focus currently is multi-family unit buildings and boutique hotels in Miami Beach, Florida and single family units in the surrounding areas of southeast Florida. Mr. McLaughlin is a United States citizen and currently resides in Miami Beach, Florida.

JILL BUTLER SECRETARY

Jill Butler is a registered and Qualified senior medical nurse who is a highly respected teacher in the Aesthetic and reconstructive areas of reconstructive and cosmetic surgery in the United Kingdom. Ms Butler is a qualified marketing expert who has provided consultancy to Aesthetic Clinics, Hospitals and specialists in the medical cosmetic industry. Ms Butler has particular expertise in addition to marketing in the areas of public relations and media. She has been Company Secretary for a number of organizations. Ms Butler has started and managed a number of her own companies and has twenty two years of business management experience.

CONFLICTS OF INTEREST

There are no conflicts of interest.

EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION

We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein.

REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth the remuneration of our directors and officers for the period from inception.

NAME OF DIRECTOR/OFFICER: ANDREW MCLAUGHLIN

CAPACITY IN WHICH AGGREGATE RENUMERATION RECEIVED:PRESDIENT

AMOUNT: $0.00

NAME OF DIRECTOR/OFFICER: JILL BUTLER

CAPACITY IN WHICH AGGREGATE RENUMERATION RECEIVED:SECRETARY

AMOUNT: $0.00

We have no employment agreements with our Officers and Directors. We will not pay compensation to Directors for attendance at meetings. We will reimburse the Directors for reasonable expenses incurred during the course of their performance.

DIRECTOR COMPENSATION

We do not pay fees to directors for attendance at meetings of the Board of Directors or of committees; however, we may adopt a policy of making such payments in the future. We will reimburse out-of-pocket expenses incurred by directors in attending board and committee meetings.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

EMPLOYMENT AGREEMENTS

At this time, URBAN TANTRA INTERNATIONAL has not entered into any employment agreements with our officers and directors. If there is sufficient cash flow available from our future operations, the company may in the future enter into employment agreements with our officers and directors, or future key staff members.

INDEMNIFICATION

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our officers and directors, and key employees, individually and as a group, and the present owners of 8.6% or more of our total outstanding shares. The table also reflects what his ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

No.	Name	Location	# of shares Allocated Prior to Registration

1	Sam Szabla	Miami Beach, FL	50,000
2	Tony Zhang	San Francisco, CA	50,000
3	Bonnie Bright	Portland, OR	10,000
4	Kelly Navaille	Hot Springs, AR	50,000
5	Jorge Mendoza	Miami Beach, FL	50,000
6	Jaime Bloh Flagler	Philadelphia, PA	50,000
7	Hamilton Gutierrez	Miami, FL	50,000
8	Tom Mayo	Philadelphia, PA	50,000
9	Jennifer Gray OBarr	Athens, GA	50,000
10	Lisa Gray Wease	Charleston, SC	50,000
11	Dale Penn	Miami Beach, FL	10,000
12	Stephen Beard	Miami Beach, FL	50,000
13	Gregory Crosby	Miami Beach, FL	50,000
14	Jennifer Mayo Salter	Philadelphia, PA	50,000
15	Johan Menning	Miami, FL	50,000
16	George Skaroulis	Atlanta, GA	10,000
17	Anthony Pecoraro	Orlando, FL	50,000
18	Diane Shaffer Thompson	Charleston, SC	50,000
19	Quan Tran	San Francisco, CA	50,000
20	Bridget Parker	Newcastle Upon Tyne, UK	50,000
21	Jeff Hackett	Newcastle Upon Tyne, UK	10,000
22	Vivienne Edmond	Newcastle Upon Tyne, UK	10,000
23	Paul Neary	Newcastle Upon Tyne, UK	50,000
24	April Barsted	Newcastle Upon Tyne, UK	100,000
25	Gordon Barsted	Newcastle Upon Tyne, UK	100,000
26	Samantha Pritchard	Newcastle Upon Tyne, UK	50,000
27	David Pritchard	Newcastle Upon Tyne, UK	50,000
28	Keith Ford	Preston, UK	250,000
29	Peter Allen	Preston, UK	250,000
30	Tom Aisthorpe	Atlanta, GA	10,000
31	Leslie Hamilton	Paris, FR	50,000
32	Elizabeth Johnson	Summerville, SC	50,000
33	Kevin Kaneshiro	Waikiki, HI	50,000
34	Patrick McLaughlin	Washington, DC	50,000
35	Peter McLaughlin	Columbia, SC	50,000
36	Stephanie McLaughlin	Eugene, OR	50,000
37	Brian McLaughlin	Munich, GR	50,000
38	Claudia Ramponi	Milan, IT	10,000
39	Joanne Bestford	Isle of Man	50,000
40	Lee Sweeney	Birmingham UK	50,000
41	D & D Salmon	Isle of Man	250,000
42	J & T Floyd	Burnley UK	250,000
43	Mark Floyd	Nelson UK	250,000
44	Twilight Ltd	Isle of Man	250,000
45	Q & A Ltd	Isle of Man	250,000

(1) The persons named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings.

* In June 2009, there are currently 496,580,000 outstanding.

* In June 2009, a total of 3,420,000 shares of common stock were issued to our officers and directors and or shareholders.

All of the 3,420,000 common shares issued and outstanding at June 2009 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. Under Rule 144, a shareholder can sell up to 1% of total outstanding shares every three months in brokers' transactions. 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. Our officers and directors may continue to own the majority of our common stock after the offering, regardless of the number of shares sold. Since they may continue control our company after the offering, investors in this offering may be unable to change the course of our operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. The company is hereby registering 496,580,000 of its common shares, in addition to the 3,420,000 shares currently issued and outstanding. The price per share is $0.02 and will remain so unless and until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange. The company may sell at prevailing market prices or privately negotiated prices only after the shares are quoted on either the OTC Bulletin Board or an exchange (please see "Plan of Distribution" below). In the event the company receives payment for the sale of their shares, URBAN TANTRA INTERNATIONAL will receive all of the proceeds from such sales. URBAN TANTRA INTERNATIONAL is bearing all expenses in connection with the registration of the shares of the company.

DESCRIPTION OF SECURITIES - COMMON STOCK

Our authorized number of shares is five hundred million (500,000,000). The authorized common stock is five hundred million (500,000,000) shares with a par value of $.001 for an aggregate par value of five hundred thousand ($500,000) USD.

* have equal rateable rights to dividends from funds legally available if and when declared by our Board of Directors;

* are entitled to share rateably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

* do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights;

* are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 8.6% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not declared or 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.

REPORTING

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-QSB, 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 have engaged in the services of My Transfer Agent.com located at 770 Broadway, 2nd Floor, Suite 207, New York, NY 10003, Phone 212-952-7442.

STOCK OPTION PLAN

The Board of Directors of URBAN TANTRA INTERNATIONAL has not adopted a stock option plan ("Stock Option Plan"). The company has no plans to adopt a stock option plan but may choose to do so in the future. If such a plan is adopted, this plan may be administered by the board or a committee appointed by the board (the "Committee"). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not, without the written consent of the optionee, impair any rights under any option previously granted. URBAN TANTRA INTERNATIONAL may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

URBAN TANTRA INTERNATIONAL, INC.

BALANCE SHEET AS OF June, 2009

ASSETS 2009

CURRENT ASSETS
Cash	$	-
Total Current Assets	$	-

Other Assets
Options Assets	$	-


TOTAL ASSETS	$	-

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts Payable - Legal	$	-
Accrued Expenses - Legal & Accounting	$	-

LONG TERM LIABILITES / INDEPENDENT CONSULTANT	$	-

TOTAL LIABILITIES	$	18,938

STOCKHOLDERS' EQUITY (DEFICIT)

Capital Stock (Note 3) shares authorized;

500,000,000 common shares, $0.001 par value

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

Issued and outstanding shares			3,400,000

Deficit accumulated during the development stage			-


TOTAL STOCKHOLDERS' DEFICIT			-

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			-

STATEMENT OF OPERATIONS

FOR THE PERIOD JUNE 4, 2009 THROUGH JUNE 30, 2009

REVENUES
Sales	-
Cost of Sales	-
Gross Profit	-
OPERATING EXPENSES
Accounting Expenses	-
Legal Expenses	-
Consulting Fees	-

TOTAL OPERATING EXPENSES	-
LOSS FROM OPERATIONS	-

OTHER INCOME
Interest Income	-

TOTAL OTHER INCOME
NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES	-

PROVISION FOR INCOME TAXES	-

NET INCOME (LOSS)	-

BASIC AND DILUTED NET LOSS PER SHARE	(0.006	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	-

STATEMENT OF CASH FLOWS

FOR THE PERIOD June 4, 2009 THROUGH June 30, 2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss			-
Adjustments to reconcile net loss to net cash used in operations:
Common stock issued for services			-
Changes in operating liabilities and assets:
Liabilities			-
NET CASH USED IN OPERATING ACTIVITIES			-
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Payables
Net cash provided by financing activities			-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
Beginning of Period			-
End of Period			-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest			-
Cash paid for income taxes			-

STATEMENT OF STOCKHOLDER EQUITY

FOR THE PERIOD June 4, 2009 THROUGH June 30, 2009

		EARNINGS
		SHARES		AMOUNT		DEFICIT		TOTAL

AUTHORIZED CAPITAL	PAR VALUE @ $0.001		500,000,000

COMMON STOCK ISSUED			3,420,000	$	3,420.00			$	3,420.00

FOR SERVICES			-	$	-	$	-	$	-

NET LOSS FOR YEAR			-	$	-	$	-	$	-

BALANCE JUNE 30, 2009			496,580,000	$	3,420.00	$	-	$	3,420.00

NOTES TO FINANCIAL STATEMENTS

FOR THE PERIOD JUNE 4, 2009 THROUGH JUNE 30, 2009

NOTE 1 ORGANIZATION

URBAN TANTRA INTERNATIONAL (a development stage enterprise) (the Company) was formed in June 2009 in the State of Nevada. The Company's activities to date have been primarily directed towards the raising of capital and acquiring options to purchase properties.

NOTE 2 SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

-------------------------------------------------

The Company has not earned any revenue from operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

Accounting Method

-----------------

The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a fiscal year ending on June 30.

Income Taxes

------------

The Company accounts for income taxes under the Financial Accounting Standards Board (FASB) Statement No. 109, ("Accounting for Income Taxes" "Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. There were no current or deferred income tax expense or benefits due to the Company not having any material operations for the period ended JUNE 30, 2009.

Cash Equivalents

----------------

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Estimates

---------

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Determination of fair values involves subjective judgment and estimates not susceptible to substantiation by auditing procedures. Accordingly, under current auditing standards, the notes to our financial statements will refer to the uncertainty with respect to the possible effect of such valuations, and any change in such valuations, on our financial statements.

Impairment of Long-Lived Assets

-------------------------------

In accordance with SFAS No.144, "Accounting for the Impairment or Disposal of Long-lived Assets", the Company assesses long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be fully recoverable. Recoverability of asset groups to be held and used in measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets and no impairment charges were recorded for any of the periods presented.

Basic Loss Per Common Share

---------------------------

Basic loss per common share has been calculated based on the weighted average number of shares outstanding during the period after giving retroactive effect to stock splits. There are no dilutive securities at June 30, 2009 for purposes of computing fully diluted earnings per share.

Dividends

---------

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.

Share-Based Payments

--------------------

The Company adopted Statement of Financial Accounting standards ("SFAS") No. 123 (Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including stock options, employee stock purchases related to an employee stock purchase plan and restricted stock units based on estimated fair values of the awards over the requisite employee service period. SFAS No. 123R supersedes Accounting Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to Employees", which the company previously followed in accounting for stock-base awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its adoption of SFAS No. 123R. Under SFAS No. 123R, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized on a straight-line basis as expense over the employee's requisite service period. The Company adopted the provisions of the SFAS 123R in its fiscal year ended June 30, 2009 using the modified prospective application method. The valuation provisions of SFAS 123R apply to new awards and to awards that are outstanding on the effective date (or date of adoption) and subsequently modified or cancelled; prior periods are not revised for comparative purposes. Estimated compensation expense for awards outstanding on the effective date will be recognized over the remaining service period using the compensation cost calculated for pro forma disclosure under FASB Statement No. 123, "Accounting for Stock-Based Compensation".

Fair value of Financial Instruments

-----------------------------------

Financial instruments consist principally of cash, trade and related party payables, accrued liabilities, short-term obligations and notes payable. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management's opinion that the Company is not exposed to any significant currency or credit risks arising from these financial instruments.

Related Parties

---------------

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

Impact of New Accounting Standards

----------------------------------

In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS No. 159"). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Companies should report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company is currently assessing the potential impact, if any, for the adoption of SFAS No.159 on its financial statements. In December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised 2007), Business Combinations, and (b.) No. 160, Non-controlling Interests in Consolidated Financial Statements. These statements are effective for fiscal years beginning after December 15, 2008 and the application of these standards will improve, simplify and converge internationally the accounting for business combinations and the reporting of non-controlling interests in consolidated financial statements. The Company is in the process of evaluating the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of these standards will have any impact on its financial statements. (a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to: (i) recognize all (and only) the assets acquired and the liabilities assumed in the transaction, (ii) establish an acquisition-date fair value as the measurement objective for all assets acquired and the liabilities assumed, and (iii) disclose to investors and other users all of the information they will need to evaluate and understand the nature of, and the financial effect of, the business combination, and, (iv) recognize and measure the goodwill acquired in the business combination or a gain from a bargain purchase. (b.) SFAS No. 160 will improve the relevance, comparability and transparency of financial information provided to investors by requiring all entities to: (i) report non-controlling (minority) interests in subsidiaries in the same manner, as equity but separate from the parent's equity, in consolidated financial statements, (ii) net income attributable to the parent and to the non-controlling interest must be clearly identified and presented on the face of the consolidated statement of income, and (iii) any changes in the parent's ownership interest while the parent retains the controlling financial interest in its subsidiary be accounted for consistently. (c)SFAS No. 161 expresses concerns that the existing disclosure requirements in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, do not provide adequate information about how derivatives and hedging activities effect an entity's financial position, financial performance and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is in the process of evaluating the impact, if any, on SFAS 161 and does not anticipate that the adoption of these standards will have any impact on its financial statements. (d) SFAS 162, identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). The current GAAP hierarchy, as set forth in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles, has been criticized because (1) it is directed to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are not subject to due process. The Board believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. Accordingly, the Board concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and is issuing this Statement to achieve that result. This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is in the process of evaluating the impact, if any, of SFAS 162 and does not anticipate that the adoption of these standards will have any impact on its financial statements. The Board does not expect that this Statement will result in a change in current practice. However, transition provisions have been provided in the unusual circumstance that the application of the provisions of this Statement results in a change in practice. The Company is in the process of evaluating the impact, if any, on SFAS 162 and does not anticipate that the adoption of these standards will have any impact on its financial statements.

NOTE 3 GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

NOTE 4 INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. There is no provision for income taxes due to continuing losses. At June 30, 2009, the Company has net operating loss carry-forwards for tax purposes of approximately $00,000, which expire through 2028. The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carry-forwards because the likelihood of the realization of the benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net operating loss carry-forwards available if significant changes in stockholder ownership of the Company occur.

The Company does not lease or rent any property.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

NOTE 8 SUBSEQUENT EVENTS

The company has authorized the filing of a registration Form S-1 with the Securities and Exchange Commission. The company is intending to register for sale 500,000,000 shares at $0.03 per share. There are no assurances that this filing will be approved.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until September 30, 2009, or 90 days after the effective date of this prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or not all of the offered shares are sold, these expenses are estimated as follows:

SEC Filing Fee and Printing	$	1,000*
Transfer Agent		750*
TOTAL
	$	1,750*

* Estimate

RECENT SALES OF UNREGISTERED SECURITIES

(a) Prior sales of common share

URBAN TANTRA INTERNATIONAL is authorized to issue up to 500,000,000 shares of common stock with a par value of $0.001. As of June 30, 2009, we had issued 3,420,000 common shares. We had a total of 496,580,000 common shares outstanding as summarized below:

* On June 19, 2009, a total of 0 shares of common stock were issued to our officers and directors.

* On June 19, 2009, a total of 0 shares of common stock were issued to our consultant (Conspectus Consultancy and/or assigns) for services rendered for the period ending December 31, 2009.

All 3,420,000 common shares were not registered under the Securities Act of 1933, as amended: under exemption contained in Section 4(2) of the Securities Act of 1933 and the shares issued bare a restrictive legend.

URBAN TANTRA INTERNATIONAL is not listed for trading on any securities exchange in the United States, and there has been no active market in the United States or elsewhere for the common shares. No such issuance of the 3,420,000 shares involved the use of the underwriter, no advertising or public solicitation was involved, the securities bare restrictive legend and no commissions were paid in connection with the issuance of any of the securities.

EXHIBITS

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation K. All exhibits have been previously filed unless otherwise noted.

EXHIBIT NO. DOCUMENT DESCRIPTION

----------- --------------------

3.1 By-Laws of URBAN TANTRA INTERNATIONAL, INC.

3.2 Articles of Incorporation of URBAN TANTRA INTERNATIONAL, INC.

3.3 Specimen Stock Certificate of URBAN TANTRA INTERNATIONAL, INC.

UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and as expressed in the Act and is, therefore, unenforceable.

The Company hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

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

ii. Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement.

iii. Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Company under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

(5) For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised by the Securities and Exchange Commission that 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 us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defence of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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 this Form S-1. Furthermore, the registrant has authorized this registration statement and has duly caused this Form S-1 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on this 4th day of June 2009.

URBAN TANTRA INTERNATIONAL, INC.

/s/

-------------

Andrew McLaughlin

President/Treasurer/Director

Pursuant to the requirements of the Securities Act of 1933, this Form S-1 registration statement has been signed by the following persons in the capacities and on the dates indicated:

URBAN TANTRA INTERNATIONAL, INC.

/s/

-------------

Andrew McLaughlin

President/Treasurer/Director

URBAN TANTRA INTERNATIONAL S-1