UNITED STATES

SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, ~~2014~~2015

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 333-169554

RAINBOW CORAL CORP.

(Exact name of registrant as specified in its charter)

Florida		27-3247562
Nevada		27-3247562
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification Number)
495 Grand Boulevard, Suite 206 Miramar Beach, Florida		32550
871 Coronado Center Dr, Suite 200 Henderson, Nevada		89052
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (~~850~~702) ~~269~~952-~~7230~~5000

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

Title of Each Class		Name of Each Exchange on which Registered
Common stock, $0.0001 par value		OTC Markets QB
Common stock, $0.001 par value		OTC Markets QB

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No þ

Indicate by check mark if disclosures of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes oþ No þo

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.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ
(Do not check is smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes o No þ

The ~~aggregate~~Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, September 30, ~~2013~~2014 was $1434,~~386,604~~832.

There were 267,~~851~~535,~~900~~450 shares of the Registrant’s common stock outstanding as of July 3013, ~~2014~~2015.

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RAINBOW CORAL CORP.

TABLE OF CONTENTS

Part I	5
Item 1. Business	5
Item 1A. Risk Factors	65
Item 1B. Unresolved Staff Comments	65
Item 2. Properties	6
Item 3. Legal Proceedings	6
Item 4. Mine Safety Disclosures	6
Part II	6
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6. Selected Financial Data	97
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of operations	98
Item 7a. Quantitative and Qualitative Disclosures About Market Risk	12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	11
Item 8. Financial Statements and Supplementary Data	1211
Reports of Independent Registered Public Accounting Firms	13
Report of Independent Registered Public Accounting Firm	12
Consolidated Balance Sheets	1513
Consolidated Statements of Operations	1614
Consolidated Statement of Changes in Shareholders’ Equity (Deficit)	17
Consolidated Statement of Changes in Shareholders’ Deficit	15
Consolidated Statements of Cash Flows	1816
Notes to the Financial Statements	1917
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2725
Item 9A. Controls and Procedures	2725
Item 9B. Other Information	2826
Part III	2926
Item 10. Directors, Executive Officers and Corporate Governance	2926
Item 11. Executive Compensation	3028
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3229
Item 13. Certain Relationships and Related Transactions, and Director Independence	3229
Item 14. Principal Accounting Fees and Services	3329
Part IV	3430
Item 15. Exhibits, Financial Statement Schedules	3430

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should”, “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms, “we,” the “Company,” “RBCC,” “our,” and “us” refers to Rainbow Coral Corp., a ~~Florida~~Nevada corporation.

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PART I

ITEM 1. BUSINESS

Overview

~~Rainbow~~RAINBOW ~~Coral~~CORAL ~~Corp~~CORP. (the “Company”), ~~a Florida corporation,~~ was formed to build a coral farm facility to develop and propagate (or grow) live coral, independent of the oceans, as a future farm reserve against the decline of natural wild reefs. We intend to grow, harvest, and distribute as many varieties of hard and soft sizes as possible of captive-bred corals that are attractive, to as many consumers as possible who can maintain them in a healthy ecosystem aquarium. We believe that coral and other marine aquarium livestock should be supplied by farms or captive breeders, rather than removed from the natural reefs. The additional uses for coral as a source of potential leading edge medical discoveries are an attractive opportunity for the Company’s coral farming activity. We believe that the world of bioresearch is a natural continuation of our core coral propagation business. Accordingly, on October 23, 2011, the Company formed a subsidiary, Rainbow Biosciences, LLC to look into the opportunities within the bioscience market. Rainbow Biosciences, LLC will continue to research opportunities into the bioscience markets.

OnThe ~~June~~Company ~~13,~~was ~~2011,~~incorporated wein ~~acquired~~Florida ~~all~~on ofAugust ~~the assets and the business of Father Fish Aquarium~~13, ~~Inc~~2010., ~~(“Father Fish”) for $50,000. We have continued the business of Father Fish under the name of Rainbow Coral Corp.~~ The Company’s ~~current~~fiscal ~~business~~year end is ~~operating~~March ~~a retail fish store and coral farm facility~~31. The Company was formed to build a coral farm facility to develop and propagate (or grow) live coral, independent of oceans, as a future farm reserve against the decline of natural wild reefs. In order to fully implement our business plan, we plan to develop a larger scale coral farm facility in order to grow, harvest and distribute as many varieties of hard and soft sizes as possible for use by consumers and as a source for advances in bio-research. The uses for coral as a source of potential leading edge medical discoveries are an attractive opportunity for the Company’s coral farming activity.

WeOn ~~intend~~May to29, ~~grow~~2015, ~~harvest~~we ~~and~~reincorporated ~~distribute~~from aFlorida ~~variety~~to ofNevada. ~~sizes~~Each ofshareholder ~~hard~~received ~~and~~one ~~soft~~share ~~captive-bred~~in ~~corals.~~the ~~The~~Nevada ~~coral~~company isfor ~~attractive~~each to100 ~~many~~shares ~~consumers~~they ~~who~~held ~~can maintain them~~ in athe ~~healthy~~Florida ~~ecosystem aquarium~~company. WeFractional ~~believe~~shares ~~that~~were ~~coral~~rounded ~~and other marine aquarium livestock should be supplied by farms or captive breeders~~up, ~~rather~~and ~~than~~each ~~removed~~shareholder ~~from~~received ~~the~~at ~~natural~~least ~~reefs~~five shares. The ~~additional~~executive ~~uses~~officers ~~for~~and ~~coral~~directors ~~as a source~~ of ~~potential~~the ~~leading~~Nevada ~~edge~~company ~~medical discoveries~~ are anunchanged ~~additional opportunity~~from ~~for~~ the ~~Company’s~~executive ~~coral~~officers ~~farming~~and ~~activity.~~directors ~~We believe that the world~~ of ~~bio-research is a natural continuation of our core coral propagation business. Accordingly, on October 23, 2011,~~ the ~~Company~~Florida ~~formed a subsidiary, Rainbow Biosciences, LLC~~company. toAll ~~look~~share ~~into~~and ~~the~~per ~~opportunities~~share ~~within~~amounts ~~the~~have ~~bioscience~~been ~~market.~~retroactively ~~Rainbow~~restated ~~Biosciences, LLC will continue~~ to ~~research~~reflect ~~opportunities into~~ the ~~bioscience~~reverse ~~markets~~split.

OnJoint March 13, 2012, we entered into a stock purchase agreement (“N3D Stock Purchase Agreement”) with Nano3D Biosciences, Inc. (“N3D”), a Texas corporation that has developed a unique concept in three dimensional cell research tools. Under the terms of the N3D Stock Purchase Agreement, we have agreed to acquire 604 shares of common stock of N3D, representing approximately 5% of the outstanding shares on the date of the agreement, for a price of $413.62 per share. According to the N3D Stock Purchase Agreement, the total purchase price of $249,826 is to be paid by making weekly payments of $5,000 until fully paid. We made weekly investments of $5,000 in N3D up to a total of $60,000 resulting in our acquisition of 145 shares of N3D’s common stock. We discontinued payments to N3D in May 2012 because of their delay in reaching certain milestones in the commercialization process. Their ability to achieve scientific adoption of their new methodology has been slower than expected; however, we remain enthusiastic about the potential of this investment to generate positive returns for our Company as their device is a significant technological advancement in cell culturing. Once N3D reaches certain milestones in the development of the Bio-Assembler, we will consider resuming our investment in N3D. We remain shareholders of N3D as a result of the $60,000 investment that we have made and continue to support N3D with marketing and other support.Ventures

On ~~February~~March 113, ~~2013~~2012, wethe Company entered into a ~~Joint~~stock ~~Venture~~purchase agreement (“N3D Stock Purchase Agreement”) with ~~TheraKine~~Nano3D ~~Ltd~~Biosciences, Inc. (“~~TheraKine~~N3D”), ina ~~order~~Texas tocorporation ~~explore~~that ~~potential~~has ~~business~~developed ~~opportunities~~a tounique ~~exploit~~concept ~~TheraKine’s~~in ~~novel~~three ~~drug~~dimensional ~~delivery~~cell ~~technologies~~research tools. ~~TheraKine~~Under is the ~~developer~~terms of athe ~~revolutionary,~~N3D ~~sustained-release~~Stock ~~drug~~Purchase ~~delivery~~Agreement, ~~platform~~the ~~that~~Company ~~could~~agreed ~~soon~~to ~~make~~acquire ~~local~~604 ~~delivery~~shares of ~~biologic~~common ~~agents~~stock ~~and~~of ~~small molecules safer~~N3D, ~~more~~representing ~~effective~~approximately ~~and~~5% ~~more~~of ~~convenient~~the ~~than~~outstanding ~~ever~~shares ~~before.~~on ~~Under~~ the ~~terms~~date of the ~~Joint Venture Agreement~~agreement, wefor ~~committed~~a toprice ~~fund~~of $~~55,000~~413.62 ofper ~~the~~share. ~~cash~~The ~~flow~~total ~~requirements~~purchase price of ~~the~~$249,826 ~~Joint~~was ~~Venture~~to be paid by making weekly payments of $65,~~875~~000 until fully paid. ~~During~~Under the ~~year~~terms ~~ended~~of ~~March~~the ~~31,~~N3D ~~2014~~Stock Purchase Agreement, we ~~made~~could ~~payments~~discontinue payment of the purchase price at any time by providing written notice to N3D. The Company invested $5560,000 ~~toward~~in ~~our~~N3D ~~joint~~resulting ~~venture~~in ~~all~~the acquisition of ~~which~~145 ~~were~~shares ~~expensed~~of N3D’s common stock.

InThe ~~January~~Company ~~2014,~~suspended ~~the~~payments ~~Company~~to ~~began~~N3D ~~funding~~in aMay ~~second~~2012 ~~phase~~because of ~~its~~their ~~joint~~delay ~~venture~~in ~~with~~reaching ~~TheraKine.~~certain ~~For~~milestones in the ~~year~~commercialization ~~ended~~process. ~~March~~The ~~31,~~Company ~~2014,~~wrote off the ~~Company~~investment ~~has~~in ~~expensed~~full ~~$30,000~~due ~~related~~ to ~~this~~the ~~second~~uncertainty ~~phase,~~about ~~which~~whether ~~was~~the ~~paid~~carrying ~~during~~amount is recoverable. During the year ended March 31, ~~2014. An additional $20~~2015,~~000~~ ~~was~~the Company paid and expensed ~~subsequent~~$60,000 towith ~~year end related to this agreement~~N3D.

InOn ~~addition~~February 1, we2013, ~~will~~the ~~provide~~Company ~~management~~entered ~~and~~into ~~marketing~~a ~~services~~joint toventure ~~assist~~agreement with ~~bringing~~TheraKine ~~the~~Ltd. ~~platform~~(“TheraKine”) in order to ~~market~~explore ~~and~~potential ~~help~~business ~~identify~~opportunities ~~potential~~to ~~target~~exploit ~~users~~TheraKine’s ofdrug delivery technologies. TheraKine is the developer of a revolutionary, sustained-release drug delivery platform that could soon make local delivery of biologic agents and small molecules safer, more effective, and more convenient than ever before. During the year ended March 31, 2015, the Company paid and expensed $20,000 pursuant to this joint venture.

-Employees 5and -Employment Agreements

~~Our~~As ~~subsidiary,~~of ~~Father Fish, is a retail tropical fish store with a license from~~ the ~~Florida~~date ~~Department~~ of ~~Agriculture~~this toreport, ~~raise a number of ornamental animals. Among these are various types of coral and~~ the ~~live~~Company ~~food~~has ~~they~~two ~~require for nutrition~~employees. There ~~In addition, Father Fish raises a number of fresh water and salt water fish and invertebrates. Sales~~ are ~~made~~no ~~out~~written ofemployment aagreements ~~retail location in Florida and online to hobbyists and serious collectors and by contracts~~ with ~~local departments of education for classroom and science lab use~~employees. ~~Father Fish has a varied customer base and no individual customer is significant to the total sales of the Company.~~

The Company was incorporated on August 13, 2010 with its corporate headquarters located in Miramar, Florida. The Company’s fiscal year end is March 31.

ITEM 1A. RISK FACTORS

AsThis aitem ~~smaller~~is ~~reporting company, we are~~ not ~~required~~applicable to ~~provide~~smaller ~~the~~reporting ~~information required by this item~~companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~Not~~This item is not applicable to smaller reporting companies.

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ITEM 2. PROPERTIES

~~Executive~~We ~~Offices~~maintain our corporate offices at 871 Coronado Center Dr, Suite 200, Henderson, Nevada 89052. Our telephone number is 702-952-5000.

We ~~lease~~own ~~our~~a ~~corporate~~retail ~~offices~~fish store at ~~495~~5636 ~~Grand~~East ~~Boulevard,~~Venice ~~Suite 206~~Ave, ~~Miramar Beach~~Venice, Florida ~~32550 on a month-to-month basis in an executive office suite~~. The ~~rent~~shop iscontains ~~approximately~~both ~~$120~~retail ~~per month. The amount of space utilized is flexible~~ and ~~depends~~storage ~~on our needs for each month~~space.

Our CEO utilizes office space in Houston, Texas, an area of significant biomedical research, on a month-to-month basis through a sublease from a professional services corporation. The Company pays approximately $700 per month for rent, which along with other services, is billed on a proportional basis with other companies that also occupy this space.

Retail Location

We lease a combined retail and warehouse location in Venice, Florida. The space is approximately 3,000 square feet and is adequate for our needs. The lease term is one year. The rent is approximately $2,000 per month.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

Market Information

Our common stock began trading on the “Over the Counter” Bulletin Board (“OTC”) under the symbol “RBCC” in September 2010. The following table sets forth, for the period indicated, the prices of the common stock in the over-the-counter market, as reported and summarized by OTC Markets Group, Inc. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions. There is an absence of an established trading market for the Company’s common stock, as the market is limited, sporadic and highly volatile, which may affect the prices listed below.

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	High		Low
Fiscal Year Ended March 31, 2015
Quarter ended March 31, 2015	$	2.95	$	1.20
Quarter ended December 31, 2014	$	5.90	$	1.50
Quarter ended September 30, 2014	$	8.99	$	1.60
Quarter ended June 30, 2014	$	22.10	$	5.00

Fiscal Year Ended March 31, 2014
Quarter ended March 31, 2014	$	29.75	$	11.50
Quarter ended December 31, 2013	$	26.00	$	10.00
Quarter ended September 30, 2013	$	30.50	$	14.00
Quarter ended June 30, 2013	$	64.00	$	10.00

	High		Low
Fiscal Year Ended March 31, 2014
Quarter ended March 31, 2014	$	0.30	$	0.12
Quarter ended December 31, 2013	$	0.26	$	0.10
Quarter ended September 30, 2013	$	0.31	$	0.14
Quarter ended June 30, 2013	$	0.64	$	0.10
Fiscal Year Ended March 31, 2013
Quarter ended March 31, 2013	$	0.96	$	0.11
Quarter ended December 31, 2012	$	2.45	$	0.38
Quarter ended September 30, 2012	$	2.67	$	1.01
Quarter ended June 30, 2012	$	14.00	$	0.51

On June 1, 2012, the majority shareholder of the Company approved a 1-for-20 reverse stock split. This stock split was effective June 28, 2012. All share and per share amounts reflect the reverse stock split retroactively.

Holders

As of the date of this filing, there were ~~five~~three holders of record of our common stock.

Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the ~~foreseeable~~ future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

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Common Stock

We are authorized to issue ~~100~~480,000,000 shares of common stock, with a par value of $0.~~0001~~001. The closing price of our common stock on ~~July~~March 3031, ~~2014~~2015, as quoted by OTC Markets Group, Inc., was $01.~~065~~48 per share. There were 266,~~851~~855,~~900~~448 shares of common stock issued and outstanding as of ~~July~~June 3010, ~~2014~~2015. All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non-assessable. In the event of liquidation of the Company, the holders of common stock will share equally in any balance of the Company’s assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of the Company’s common stock are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the Board of Directors from funds legally available.

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

During the year ended March 31, ~~2014~~2015, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

On June 1, 2012, the majority shareholder of the Company approved a 1-for-20 reverse stock split. This stock split was effective June 28, 2012.

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.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table shows the number of shares of common stock that could be issued upon exercise of outstanding options and warrants, the weighted average exercise price of the outstanding options and warrants, and the remaining shares available for future issuance as of March 31, ~~2014~~2015.

Plan Category	Number of Securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance
Equity compensation plans approved by security holders	—	—	—60,000
Equity compensation plans not approved by security holders (1)	~~6,000,000~~—	~~$0.0001~~—	~~5,895,000~~—
Total	~~6,000,000~~—	~~$0.0001~~—	~~5,895,000~~—

(1) On March 1, 2012, the Company approved its 2012 Stock Plan for Directors, Officers and Consultants (“2012 Stock Plan”). The 2012 Stock Plan authorized the issuance of 6,000,000 shares of the Company’s common stock for directors, officers, and employees (including consultants meeting the definition of “employee” under Rule 405 promulgated under the Securities Act). Pursuant to the 2012 Stock Plan, the Company registered 6,000,000 shares of its stock with the SEC on Form S-8 on March 5, 2012. The 2012 Stock Plan does not state an exercise price, and therefore, the par value of the Company’s common stock has been used.

Preferred Stock

Our authorized preferred stock consists of 1020,000,000 shares of $0.~~0001~~001 par value preferred stock. As of the date of this report, there are no shares of preferred stock outstanding. The Company’s preferred stock ranks senior to all other equity securities, including common stock. Dividends, when, as and if declared by the Board of Directors, shall be paid out of funds at the time legally available for such ~~purpose~~purposes.

Recent Sales of Unregistered Securities

~~During the year ended March 31, 2014, the Company issued shares of common stock as a result of the conversion of Convertible Promissory Notes, as detailed in the following table:~~None.

Date	Amount Converted		Original Amount of Note		Shares of Common Stock Issued
April 10, 2013	$	25,000	$	117,775	625,000
April 11, 2013		50,000		117,775	1,250,000
May 8, 2013		11,449		94,515	228,983
May 10, 2013		6,977		117,775	174,428
July 9, 2013		36,687		101,333	733,738
July 15, 2013		70,000		101,333	1,400,000
October 15, 2013		25,000		43,575	500,000
October 25, 2013		20,996		43,575	419,923
January 1, 2014		32,000		192,600	800,000
January 27, 2014		32,000		192,600	800,000
February 7, 2014		32,000		192,600	800,000
February 25, 2014		32,000		192,600	800,000
March 4, 2014		36,000		192,600	900,000
March 10, 2014		36,000		192,600	900,000
Total	$	446,109		n/a	10,332,072

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ITEM 6. SELECTED FINANCIAL DATA

AsThis aitem ~~smaller~~is ~~reporting company, we are~~ not ~~required~~applicable to ~~provide~~smaller ~~the~~reporting ~~information required by this item~~companies.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives, and performance that involve risk, uncertainties, and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.

Background of our Company

RAINBOW CORAL CORP. (the “Company”), a Florida corporation, was formed to build a coral farm facility to develop and propagate (or grow) live coral, independent of the oceans, as a future farm reserve against the decline of natural wild reefs. We intend to grow, harvest and distribute a variety of sizes of hard and soft captive-bred corals. The coral is attractive to many consumers who can maintain them in a healthy ecosystem aquarium. We believe that coral and other marine aquarium livestock should be supplied by farms or captive breeders, rather than removed from the natural reefs. The additional uses for coral as a source of potential leading edge medical discoveries are an additional opportunity for the Company’s coral farming activity. We believe that the world of bio-research is a natural continuation of our core coral propagation business. Accordingly on October 23, 2011, the Company formed a subsidiary, Rainbow Biosciences, LLC to look into the opportunities within the bioscience market. Rainbow Biosciences, LLC will continue to research opportunities into the bioscience markets.Overview

~~Rainbow~~RAINBOW ~~Coral~~CORAL ~~Corp~~CORP. (the “Company”) was ~~incorporated~~formed into ~~Florida~~build ona ~~August~~coral 13farm facility to develop and propagate (or grow) live coral, ~~2010~~independent of the oceans, ~~with~~as ~~its~~a ~~corporate~~future ~~headquarters~~farm ~~located~~reserve against the decline of natural wild reefs. We intend to grow, harvest, and distribute as many varieties of hard and soft sizes as possible of captive-bred corals that are attractive, to as many consumers as possible who can maintain them in ~~Nokomis~~a healthy ecosystem aquarium. We believe that coral and other marine aquarium livestock should be supplied by farms or captive breeders, ~~Florida~~rather than removed from the natural reefs. The ~~company~~additional uses for coral as a source of potential leading edge medical discoveries are an attractive opportunity for the Company’s ~~fiscal~~coral ~~year~~farming ~~end~~activity. We believe that the world of bioresearch is ~~March~~a 31natural continuation of our core coral propagation business. Accordingly, on October 23, 2011, the Company formed a subsidiary, Rainbow Biosciences, LLC to look into the opportunities within the bioscience market. Rainbow Biosciences, LLC will continue to research opportunities into the bioscience markets.

~~Going~~The ~~Concern~~Company was incorporated in Florida on August 13, 2010. The Company’s fiscal year end is March 31.

WeOn ~~incurred~~May a29, ~~net loss of $1~~2015,~~097,141~~ ~~for~~we ~~the~~reincorporated ~~year~~from ~~ended~~Florida ~~March~~to ~~31, 2014~~Nevada. ~~Net~~Each ~~cash~~shareholder ~~used~~received byone ~~operations~~share ~~for~~in the ~~year~~Nevada ~~ended~~company ~~March~~for ~~31,~~each ~~2014~~100 ~~was~~shares ~~$531,818.~~they Asheld ofin ~~March~~the ~~31,~~Florida ~~2014,~~company. weFractional ~~had~~shares ~~cash~~were onrounded ~~hand of $65~~up,~~373~~ and aeach ~~working~~shareholder ~~capital~~received ~~deficit~~at ofleast ~~$404,118~~five shares. WeThe doexecutive ~~not~~officers ~~anticipate~~and ~~having~~directors ~~positive~~of ~~net income in~~ the ~~immediate~~Nevada ~~future.~~company ~~These~~are ~~conditions~~unchanged ~~create~~from anthe ~~uncertainty~~executive asofficers toand ~~our~~directors ~~ability~~of tothe ~~continue~~Florida ~~as a going concern~~company.

WeJoint will need to obtain loans or other financing in order to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will be able to obtain these loans or that they will be available to us on terms that are acceptable to the Company. We will not be able to continue operations without them. We are pursuing alternate sources of financing, but there is no assurance that additional capital will be available to the Company when needed or on acceptable terms.Ventures

-On 9March -13, 2012, the Company entered into a stock purchase agreement (“N3D Stock Purchase Agreement”) with Nano3D Biosciences, Inc. (“N3D”), a Texas corporation that has developed a unique concept in three dimensional cell research tools. Under the terms of the N3D Stock Purchase Agreement, the Company agreed to acquire 604 shares of common stock of N3D, representing approximately 5% of the outstanding shares on the date of the agreement, for a price of $413.62 per share. The total purchase price of $249,826 was to be paid by making weekly payments of $5,000 until fully paid. Under the terms of the N3D Stock Purchase Agreement, we could discontinue payment of the purchase price at any time by providing written notice to N3D. The Company invested $60,000 in N3D resulting in the acquisition of 145 shares of N3D’s common stock.

- 8 -

The Company discontinued payments to N3D in May 2012 because of their delay in reaching certain milestones in the commercialization process. The Company wrote off the investment in full due to the uncertainty about whether the carrying amount is recoverable. During the year ended March 31, 2015, the Company paid and expensed $60,000 with N3D.

On February 1, 2013, the Company entered into a joint venture agreement with TheraKine Ltd. (“TheraKine”) in order to explore potential business opportunities to exploit TheraKine’s drug delivery technologies. TheraKine is the developer of a revolutionary, sustained-release drug delivery platform that could soon make local delivery of biologic agents and small molecules safer, more effective, and more convenient than ever before. During the year ended March 31, 2015, the Company paid and expensed $20,000 pursuant to this joint venture.

Plan of Operations

We believe we do not have adequate funds to ~~fully~~ execute our business plan for the next twelve months unless we obtain additional funding. However, should we not raise this capital, we will allocate our funding to first assure that all State, Federal and SEC requirements are met.

As of March 31, 2015, we had cash on hand of $5,180.

We intend to pursue capital through public or private financing, as well as borrowing and other sources in order to finance our business activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.

Results of Operations

We incurred a net loss of $1990,~~097,141~~233 for the year ended March 31, ~~2014~~2015. We had a working capital deficit of $~~404~~446,~~118~~218 as of March 31, ~~2014~~2015. We do not anticipate having positive cash flow or net income in the immediate future. Net cash used by operations for the year ended March 31, ~~2014~~2015 was $~~531~~371,~~818~~810.

We continue to rely on advances to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will continue to have such advances available. We will not be able to continue operations without them. We are pursuing alternate sources of financing, but there is no assurance that additional capital will be available to the Company when needed or on acceptable terms.

Fiscal year ended March 31, ~~2014~~2015 compared to the fiscal year ended March 31, ~~2013~~2014.

Revenue

Revenue increased to $~~113~~128,~~009~~133 for the year ended March 31, ~~2014~~2015, compared to $~~100~~113,~~186~~009 for the year ended March, 31, ~~2013~~2014. This is due to ~~higher~~a ~~sales~~remodeling atof ~~our~~the ~~Father~~front ~~Fish~~showroom ~~store~~to drive sales.

Cost of Goods Sold

Cost of goods sold ~~increased~~decreased to $~~113~~69,~~228~~745 for the year ended March 31, ~~2014~~2015, compared to $69113,~~385~~228 for the comparable period in ~~2013~~2014. ~~The~~In ~~increase~~2014, isour ~~largely~~cost ~~due~~of togoods ~~write-offs~~sold included impairment of obsolete inventory. ~~during~~The ~~the~~remaining ~~year~~decrease ~~ended~~is ~~March~~due 31to our focus on higher margin items, ~~2014~~such as saltwater fish and used aquarium equipment.

Gross Profit ~~(Loss)~~

Gross ~~loss~~profit ~~was~~increased to $~~219~~58,388 for the year ended March 31, ~~2014~~2015, compared to a ~~gross~~loss ~~profit~~ of $~~30,801~~219 for the year ended March, 31, ~~2013~~2014. ~~The~~This ~~decrease~~was isprimarily ~~largely~~driven ~~due~~by to the lower obsolete inventory ~~write-offs~~in ~~during~~2015 ~~the~~and ~~year~~a ~~ended~~focus ~~March~~on ~~31,~~higher ~~2014~~margin saltwater fish and used equipment in 2015.

General and Administrative Expenses

We recognized general and administrative expenses ~~in the amount~~ of $~~557~~564,~~031~~387 and $1557,~~026,342~~031 for the ~~year~~years ended March 31, ~~2014~~2015 and ~~2013~~2014, respectively. ~~General and administrative expense was comprised of the following:~~

	2014		2013
Stock-based compensation	$	—	$	542,000
General and administrative expense related to operating retail fish store and coral farm facility		112,902		88,549
Officer compensation		110,250		88,500
Corporate general and administrative expense		333,879		307,293
Total general and administrative expense	$	557,031	$	1,026,342

- 9 -

During the year ended March 31, 2013, we issued stock to a consultant for services resulting in stock based compensation of $542,000. No such costs were incurred in 2014.

Our retail fish store and coral farm facility incurred general and administrative expense of $112,902 for the years ended March 31, 2014 and $88,549 during the period ended March 31, 2013. These expenses were related to maintaining and operating the retail store in Venice, Florida. The main reasons for the increase in general and administrative expense for the retail store were increased rent, increased repairs and maintenance and the installation of new fish tanks.

- 10 -

During the years ended March 31, 2014 and 2013, we incurred officer compensation of $110,250 and $88,500, respectively, related to cash compensation paid to Kimberly Palmer, Patrick Brown and Lou Foxwell.

The remaining general and administrative expense of $333,879 and $307,293 for the years ended March 31, 2014 and 2013, respectively, relates to operating the Company and maintaining its reporting status. The increase is the result of increased professional fees.

Expenses related to joint ventures and other business development agreements

The Company incurred $85,000 of expense related to an investment in TheraKine during the year ended March 31, 2014. The Company has elected to expense its investments as incurred pending further development of the business plan.

Impairment of goodwill

The Company recorded goodwill impairment expense of $27,868 during the year ended March 31, 2014.

Interest Expense

Interest expense ~~increased~~decreased from $~~267~~427,~~649~~023 for the year ended March 31, ~~2013~~2014 to $~~427~~404,~~023~~234 for the year ended March 31, ~~2014~~2015. ~~Interest~~The ~~expense~~decrease ~~for~~is ~~the~~due ~~year~~to ~~ended~~lower ~~March 31, 2014 included~~ amortization of ~~discount~~beneficial onconversion ~~convertible~~feature ~~notes~~during ~~payable~~the ofyear ~~$398,067,~~ended ~~compared~~March ~~to $248~~31,~~336~~ ~~for the comparable period of 2013~~2015. ~~The remaining increase is due to interest expense related to additional convertible notes payable.~~

Net Loss

We incurred a net loss of $1990,~~097,141~~233 for the year ended March 31, ~~2014~~2015 as compared to $1,~~263~~097,~~190~~141 for the comparable period of ~~2013~~2014. The decrease in the net loss was primarily the result of ~~the~~not ~~absence~~having noimpairment ~~stock-based~~expense ~~compensation~~during inthe ~~2014,~~year ~~offset~~ending byMarch ~~increased~~31, ~~interest~~2015 ~~expense~~and ~~related~~lower tointerest ~~additional convertible notes payable~~expense.

Liquidity and Capital Resources

~~Net~~We ~~cash~~anticipate ~~used~~needing byapproximately ~~operating~~of ~~activities was~~ $~~531~~1,~~818~~500,000 to fund our operations and ~~$373,465~~to ~~for~~execute our business plan over the ~~years~~next ~~ended~~eighteen ~~March~~months. ~~31,~~Such ~~2014~~funding and ~~2013,~~currently ~~respectively~~available cash are not sufficient to allow us to commence full execution of our business plan. ~~The~~Significant ~~primary~~additional ~~reason~~capital ~~for~~will be required to fully execute our business plan. Our business expansion will require significant capital resources that may be funded through the ~~increase~~issuance inof ~~net~~common ~~cash~~stock ~~used~~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 ~~operating~~order ~~activities~~to ~~was~~start ~~increased~~executing ~~expenditures~~our ~~for~~business ~~general~~plan. However, there can be no assurance that we will be able to raise money in this fashion and ~~administrative~~have ~~expenses~~not entered into any agreements that would obligate a third party to provide us with capital.

WeFor ~~anticipate~~the ~~needing~~year ~~approximately~~ended ofMarch ~~$500~~31,~~000~~ to2015, ~~fund~~we ~~our~~incurred ~~operations~~a ~~and~~net toloss ~~effectively~~of ~~execute~~$990,233. ~~our~~For ~~business~~the ~~plan~~same ~~over~~period ~~the~~we ~~next~~had ~~twelve~~net ~~months.~~cash ~~The~~used ~~Company~~in ~~intends~~operating toactivities ~~seek~~of ~~these~~$371,810. ~~funds~~We ~~through~~have ~~equity~~not ~~and~~generated ~~debt~~positive ~~financing;~~net ~~however,~~income ~~there~~or ispositive nocash ~~guarantee~~flow ~~that~~from ~~funds~~operations ~~will~~since beinception. We raised ~~and~~ the ~~Company~~cash ~~has~~amounts noto ~~agreements~~be used in ~~place~~these asactivities offrom the ~~date~~issuance of ~~this~~notes ~~filing~~payable ~~for~~to ~~any~~fund ~~financing~~our corporate development activities and from related party advances to fund our operations. We currently have negative working capital of $446,218.

As of March 31, 2015, we had $5,180 of cash on hand. This amount of cash will be adequate to fund our operations for less than one month.

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

Capital Resources

We had no material commitments for capital expenditures as of March 31, ~~2014~~2015 and ~~2013~~2014. However, should we execute our business plan as anticipated, we would incur substantial capital expenditures and require financing in addition to what is required to fund our present operation.

Additional Financing

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

- 1110 -

Critical Accounting Policies and Estimates

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the financial statements are prepared; actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies, ~~below~~which asare assumptions made by management about matters that are highly uncertain and that are of critical toimportance in the presentation of our ~~business~~financial position, results of operations and cash flows. Due to the ~~understanding~~need to make estimates about the effect of ~~our~~matters ~~consolidated~~that ~~financial~~are ~~statements~~inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. AOn ~~complete~~a ~~discussion~~regular ofbasis, we review our critical accounting policies isand ~~included~~how inthey ~~the~~are ~~Notes~~applied toin the ~~Consolidated~~preparation ~~Financial~~our ~~Statements~~financial statements.

~~REVENUE~~USE ~~AND~~OF ~~COST~~ESTIMATES ~~RECOGNITION~~ - The ~~Company~~preparation ~~recognizes~~of ~~revenue~~financial ~~when~~statements ~~persuasive~~in ~~evidence~~conformity ofwith anaccounting ~~arrangement~~principles ~~exists,~~generally ~~product~~accepted ~~delivery~~in ~~has~~the ~~occurred~~United orStates ~~the~~of ~~services~~America ~~have~~requires ~~been~~management ~~rendered,~~to make estimates and assumptions that affect the ~~price~~reported isamounts ~~fixed~~of orassets ~~determinable~~and liabilities and ~~collectability~~disclosure isof ~~reasonably~~contingent ~~assured.~~assets ~~Revenue~~and isliabilities ~~recognized~~at ~~net~~the date of ~~sales~~the ~~returns~~financial statements and ~~allowances~~the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

GOING CONERN - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended March 31, 2015, the Company had a net loss of $990,233 and generated negative cash flow from operations in the amount of $371,810. In view of these matters, the Company’s ability to continue as a going concern is dependent upon its ability to achieve a level of profitability or to obtain additional capital to finance its operations. The Company intends to finance its future activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

New Accounting Pronouncements

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note 3: Significant Accounting Polices: ~~Recent~~Recently Issued Accounting Pronouncements” in Part II, Item 8 of this Form 10-K.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

AsThis aitem ~~smaller~~is ~~reporting company, we are~~ not ~~required~~applicable to ~~provide~~smaller ~~the~~reporting ~~information required by this item~~companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Rainbow Coral Corp.

Consolidated Financial Statements

March 31, ~~2014~~2015

Contents

Reports of Independent Registered Public Accounting Firms	13
Report of Independent Registered Public Accounting Firm	12
Consolidated balance sheets	15
Consolidated Balance Sheets	13
Consolidated statements of operations	16
Consolidated Statements of Operations	14
Consolidated statement of changes in shareholders’ deficit	17
Consolidated Statement of Changes in Shareholders’ Deficit	15
Consolidated statements of cash flows	18
Consolidated Statements of Cash Flows	16
Notes to the consolidated financial statements	19
Notes to the Financial Statements	17

- 1211 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ~~Stockholders of~~

Rainbow Coral Corp.

~~We have audited the accompanying consolidated balance sheet of Rainbow Coral Corp. as of March 31~~Henderson, 2014, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended March 31, 2014. These consolidated financial statements are the responsibility of Rainbow Coral Corp.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Nevada

We ~~conducted~~have ~~our~~audited ~~audit~~the inaccompanying ~~accordance~~consolidated ~~with~~balance ~~the~~sheets ~~standards~~ of ~~the~~Rainbow ~~Public~~Coral ~~Company Accounting Oversight Board (United States)~~Corp. ~~Those~~as ~~standards~~of ~~require~~March ~~that~~31, we2015 ~~plan~~ and ~~perform~~2014, anand ~~audit to obtain reasonable assurance about whether~~ the ~~financial~~related consolidated statements ~~are free~~ of ~~material misstatement. The Company is not required to have~~operations, ~~nor~~changes ~~were~~in westockholders’ ~~engaged to perform~~deficit, anand ~~audit~~cash offlows ~~its~~for ~~internal~~the ~~control~~years ~~over~~then ~~financial reporting~~ended. ~~Our~~These ~~audit~~consolidated ~~included consideration of internal control over~~ financial ~~reporting~~statements ~~as a basis for designing audit procedures that~~ are ~~appropriate in~~ the ~~circumstances,~~responsibility ~~but not for the purpose~~ of ~~expressing~~Rainbow anCoral ~~opinion on the effectiveness of the Company~~Corp.’s ~~internal~~management. ~~control~~Our ~~over~~responsibility ~~financial~~is ~~reporting.~~to ~~Accordingly, we~~ express noan ~~such~~ opinion. ~~An audit also includes examining,~~ on athese ~~test basis, evidence supporting the amounts and disclosures in the~~ consolidated financial statements, ~~assessing~~based ~~the~~on ~~accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that~~ our ~~audit provides a reasonable basis for our opinion~~audits.

InWe conducted our ~~opinion,~~audits in accordance with the ~~consolidated~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements ~~referred~~are tofree ~~above~~of ~~present~~material ~~fairly~~misstatement. The Company is not required to have, innor ~~all~~were ~~material~~we ~~respects~~engaged to perform, ~~the~~an audit of its internal control over financial ~~position~~reporting. Our audits included consideration of ~~Rainbow~~internal ~~Coral~~control ~~Corp.~~ over financial reporting as ofa ~~March~~basis ~~31,~~for ~~2014~~designing audit procedures that are appropriate in the circumstances, ~~and~~but not for the ~~results~~purpose of ~~its~~expressing ~~operations~~an ~~and~~opinion ~~its~~on ~~cash~~the ~~flows~~effectiveness ~~for~~of the ~~year~~Company’s ~~then~~internal ~~ended~~control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in ~~conformity~~the ~~with~~financial statements, assessing the accounting principles ~~generally~~used ~~accepted~~and insignificant estimates made by management, as well as evaluating the ~~United~~overall ~~States~~financial ofstatement ~~America~~presentation. We believe that our audits provide a reasonable basis for our opinion.

~~The~~In ~~accompanying~~our opinion, the consolidated financial statements ~~have~~referred ~~been~~to ~~prepared~~above ~~assuming~~present ~~that~~fairly, ~~the Company will continue as a going concern. As discussed~~ in ~~Note~~all 2material torespects, the ~~consolidated~~ financial ~~statements,~~position ~~the~~of ~~Company~~Rainbow ~~has~~Coral ~~suffered~~Corp., ~~recurring~~as ~~losses~~of ~~from~~March ~~operations~~31, ~~which~~2015 ~~raises~~and ~~substantial~~2014, ~~doubt~~and ~~about~~the ~~its~~results ~~ability~~of toits ~~continue~~operations asand acash ~~going~~flows ~~concern.~~for ~~Management’s~~the ~~plans~~years ~~regarding~~then ~~those~~ended ~~matters are also described~~ in ~~Note~~conformity 2.with ~~The~~accounting ~~consolidated~~principles ~~financial~~generally ~~statements~~accepted doin ~~not include any adjustments that might result from~~ the ~~outcome~~United States of ~~this uncertainty~~America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has negative cash flows from operations and has a net capital deficiency which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC

www.gbhcpas.com

Houston, Texas

July 3114, ~~2014~~2015

- 1312 -

Messineo & Co, CPAs LLC 2451 N McMullen Booth Rd - Ste. 309 Clearwater, FL 33759-1362 T: (727) 421-6268 F: (727) 674-0511

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders:

Rainbow Coral Corp.

We have audited the consolidated balance sheet of Rainbow Coral Corp. (the “Company”) as of March 31, 2013 and the related consolidated statements of operations, stockholders’ deficit, and consolidated cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements, referred to above, present fairly, in all material respects, the consolidated financial position of Rainbow Coral Corp. as of March 31, 2013, and the consolidated results of its operations and its consolidated cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses from operations, has negative working capital, has negative cash flows from operations, and is requiring traditional financing or equity funding to continue its operating plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Messineo & Co. CPAs, LLC

Clearwater, FL

July 15, 2013

- 14 -

RAINBOW CORAL CORP.

CONSOLIDATED BALANCE SHEETS

	March 31, 2014			March 31, 2013
	March 31, 2015			March 31, 2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	655,~~373~~180		$	8465,~~592~~373
Prepaid expenses		~~841~~1,095			~~350~~841
Inventory		51,~~249~~139			295,~~020~~249
Total current assets		717,~~463~~414			~~113~~71,~~962~~463
Fixed assets net of accumulated depreciation of $7,615 and $1,760, respectively		6,282			5,428
Fixed assets net of accumulated depreciation of $2,795 and $7,615, respectively		3,914			6,282
Goodwill		—			27,868
TOTAL ASSETS	$	11,328		$	77,745
TOTAL ASSETS	$	77,745		$	147,258
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	191,780		$	117,351
Accounts payable and accrued expenses	$	274,684		$	191,780
Advances payable		~~149,453~~—			~~133~~149,~~455~~453
Related party advances payable		~~131~~165,~~505~~214			94131,~~881~~505
Current portion of notes payable		213,~~843~~734			—2,843
Current portion of convertible notes payable, net of discount of $0 and $3,491, respectively		—			1,024
Total current liabilities		453,632			475,581
Total current liabilities		475,581			346,711
Convertible notes payable, net of discount of $237,643 and $215,716, respectively		164,238			13,111
Convertible notes payable, net of discount of $215,716 and $193,607, respectively.		13,111			24,576
Notes payable		37,352			47,157
Notes payable		47,157			—
Accrued interest payable		14,127			11,201
Accrued interest payable		11,201			10,929
TOTAL LIABILITIES		669,349			547,050
TOTAL LIABILITIES		547,050			382,216
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ DEFICIT
Preferred Stock, $0.0001 stated value; 10,000,000 shares authorized; no shares issued and outstanding at March 31, 2014 and March 31, 2013, respectively.		—			—
Preferred stock, $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding at March 31, 2015 and 2014, respectively		—			—
Common Stock, $0.0001 par value; 100,000,000 shares authorized. 22,851,900 and 12,519,828 shares issued and outstanding at March 31, 2014 and March 31, 2013, respectively.		2,285			1,252
Common stock, $0.001 par value; 480,000,000 shares authorized; 342,106 and 228,521 shares issued and outstanding at March 31, 2015 and 2014, respectively		342			229
Additional paid-in capital		23,~~460~~264,~~965~~425			12,~~599~~463,~~204~~021
Accumulated deficit		(23,~~932~~922,~~555~~788	)		(12,~~835~~932,~~414~~555	)
Total stockholders’ deficit		(~~469~~658,~~305~~021	)		(~~234~~469,~~958~~305	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	7711,~~745~~328		$	~~147~~77,~~258~~745

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

- 1513 -

RAINBOW CORAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years ended March 31,
	Year ended March 31,
	2014			2013
	2015			2014
REVENUE	$	~~113~~128,~~009~~133		$	~~100~~113,~~186~~009
COST OF GOODS SOLD		~~113~~69,~~228~~745			69113,~~385~~228
GROSS PROFIT (LOSS)		(219	)		30,801
GROSS PROFIT		58,388			(219	)
OPERATING EXPENSES
Expenses related to joint ventures and other business development agreements		85,000			—
Expenses related to joint ventures and business development activities		80,000			85,000
General and administrative expenses		~~557~~564,~~031~~387			1557,~~026,342~~031
Impairment of goodwill		~~27,868~~—			—27,868
LOSS FROM OPERATIONS		(~~670~~585,~~118~~999	)		(~~995~~670,~~541~~118	)
OTHER EXPENSE
Interest expense		(~~427~~404,~~023~~234	)		(~~267~~427,~~649~~023	)
NET LOSS	$	(1990,~~097,141~~233	)	$	(1,~~263~~097,~~190~~141	)
NET LOSS PER COMMON SHARE – Basic and diluted	$	(03.0727	)	$	(06.1859	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted		16,636,020			6,921,485
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted		302,693			166,360

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

- 1614 -

RAINBOW CORAL CORP.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Common Stock			Additional Paid-In		Accumulated			Total
	Shares	Amount		Capital		Deficit			~~Total~~Deficit
BALANCE, March 31, 2012	575,000	$	58	$	388,942	$	(572,224	)	$	(183,224	)
BALANCE, March 31, 2013	125,200	$	125	$	1,600,331	$	(1,835,414	)	$	(234,958	)
Share-based compensation	80,000		8		541,992		—			542,000
Shares issued for conversion of notes payable	103,321		104		446,005		—			446,109
Conversion of notes payable	11,864,744		1,186		222,836		—			224,022
Share rounding as result of reverse split	84		—		—		—			—
Discount on issuance of convertible note payable	—		—		445,434		—			445,434
Net loss	—		—		—		(1,263,190	)		(1,263,190	)
BALANCE, March 31, 2013	12,519,828	$	1,252		1,599,204	$	(1,835,414	)	$	(234,958	)
Shares issued for conversion of notes payable	10,332,072		1,033		445,076		—			446,109
Discount on issuance of convertible note payable	—		—		416,685		—			416,685
Net loss	—		—		—		(1,097,141	)		(1,097,141	)
BALANCE, March 31, 2014	22228,~~851,900~~521	$	~~2,285~~229	$	2,~~460~~463,~~965~~021	$	(2,932,555	)	$	(469,305	)
Shares issued for conversion of notes payable	113,585		113		401,469		—			401,582
Discount on issuance of convertible notes payable	—		—		399,935		—			399,935
Net loss	—		—		—		(990,233	)		(990,233	)
BALANCE, March 31, 2015	342,106	$	342	$	3,264,425	$	(3,922,788	)	$	(658,021	)

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

- 1715 -

RAINBOW CORAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years ended March 31,
	Year ended March 31,
	2014			2013
	2015			2014
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss	$	(1,097,141	)	$	(1,263,190	)
Net loss	$	(990,233	)	$	(1,097,141	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible notes payable		~~398~~378,~~067~~008			~~248~~398,~~336~~067
Impairment of goodwill		27,868			—
Depreciation		2,368			5,854
Impairment of inventory		14,500			—
Impairment of goodwill		—			27,868
Depreciation		5,854			1,438
Impairment of inventory		—			14,500
Stock-based compensation		—			542,000
Changes in operating assets and liabilities:
Inventory		94,~~271~~110			~~(767~~9,271	)
Prepaid expenses		(~~491~~254	)		—(491	)
Accounts payable and accrued liabilities		74207,~~429~~963			7974,~~616~~429
Accrued interest payable		3526,~~825~~228			1935,~~102~~825
NET CASH USED IN OPERATING ACTIVITIES		(~~531~~371,~~818~~810	)		(~~373~~531,~~465~~818	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		~~(6,708~~—	)		(~~406~~6,708	)
NET CASH USED IN INVESTING ACTIVITIES		~~(6,708~~—	)		(~~406~~6,708	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances		~~432~~276,~~683~~822			~~396~~432,~~138~~683
Proceeds from related party advances		3833,~~442~~709			6138,~~896~~442
Repayments of related party advances		~~(1,818~~—	)		(191,~~790~~818	)
Proceeds from note payable		50,000			—
Proceeds from notes payable		5,000			50,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		519,307			438,244
Repayments of notes payable		(3,914	)		—
NET INCREASE (DECREASE) IN CASH		(19,219	)		64,373
NET CASH PROVIDED BY FINANCING ACTIVITIES		311,617			519,307
CASH, at the beginning of the year		84,592			20,219
NET DECREASE IN CASH		(60,193	)		(19,219	)
CASH, at the end of the year	$	65,373		$	84,592
CASH, at the beginning of the period		65,373			84,592
CASH, at the end of the period	$	5,180		$	65,373
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	—		$	—
Taxes	$	—		$	—
Noncash investing and financing transaction:
Noncash investing and financing activities:
Refinancing of advances into convertible notes payable	$	416,685		$	445,434
Refinance of advances into convertible notes payable	$	426,275		$	416,685
Beneficial conversion discount on convertible note	$	416,685		$	445,434
Refinance of accounts payable into convertible notes payable	$	125,059		$	—
Conversion of convertible notes to common stock	$	446,109		$	224,022
Beneficial conversion discount on convertible notes	$	399,935		$	416,685
Conversion of convertible notes to common stock	$	401,582		$	446,109

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

- 1816 -

RAINBOW CORAL CORP.

NOTES TO THE ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

MARCH 31, 2015

Note 1. Background Information

RAINBOW CORAL CORP. (the “Company”), ~~a Florida corporation,~~ was formed to build a coral farm facility to develop and propagate (or grow) live coral, independent of the oceans, as a future farm reserve against the decline of natural wild reefs. We intend to grow, harvest, and distribute as many varieties of hard and soft sizes as possible of captive-bred corals that are attractive, to as many consumers as possible who can maintain them in a healthy ecosystem aquarium. We believe that coral and other marine aquarium livestock should be supplied by farms or captive breeders, rather than removed from the natural reefs. The additional uses for coral as a source of potential leading edge medical discoveries are an attractive opportunity for the Company’s coral farming activity. We believe that the world of ~~bio-research~~bioresearch is a natural continuation of our core coral propagation business. Accordingly, on October 23, 2011, the Company formed a subsidiary, Rainbow Biosciences, LLC to look into the opportunities within the bioscience market. Rainbow Biosciences, LLC will continue to research opportunities into the bioscience markets.

The Company was incorporated in Florida on August 13, 2010 ~~with its corporate headquarters located in Miramar Beach, Florida~~. The Company’s fiscal year end is March 31.

On May 29, 2015, we reincorporated from Florida to Nevada. Each shareholder received one share in the Nevada company for each 100 shares they held in the Florida company. Fractional shares were rounded up, and each shareholder received at least five shares. The stock split did not modify the conversion price of the Company’s debt agreements which could substantially dilute existing and future shareholders upon conversion. The Nevada company is authorized to issue 480 million shares of common stock and 20 million shares of preferred stock, each with a par value of $0.001 per share. The board of directors and officers of the Nevada company consists of the same persons who are currently directors and officers.

All share and per share amounts have been retroactively restated in the accompanying financial statements and notes to financial statements to reflect this reverse stock split.

Joint Ventures

On March 13, 2012, the Company entered into a stock purchase agreement (“N3D Stock Purchase Agreement”) with Nano3D Biosciences, Inc. (“N3D”), a Texas corporation that has developed a unique concept in three dimensional cell research tools. Under the terms of the N3D Stock Purchase Agreement, the Company agreed to acquire 604 shares of common stock of N3D, representing approximately 5% of the outstanding shares on the date of the agreement, for a price of $413.62 per share. The total purchase price of $249,826 was to be paid by making weekly payments of $5,000 until fully paid. Under the terms of the N3D Stock Purchase Agreement, we could discontinue payment of the purchase price at any time by providing written notice to N3D. The Company invested $60,000 in N3D resulting in the acquisition of 145 shares of N3D’s common stock. The Company discontinued payments to N3D in May 2012 because of their delay in reaching certain milestones in the commercialization process. The Company wrote off the investment in full due to the uncertainty about whether the carrying amount is recoverable.

OnThe ~~February 1, 2013, the~~ Company ~~entered~~discontinued ~~into~~payments ato ~~joint~~N3D ~~venture agreement with TheraKine Ltd. (“TheraKine”)~~ in ~~order~~May to2012 ~~explore~~because ~~potential~~of ~~business~~their ~~opportunities~~delay toin ~~exploit~~reaching ~~TheraKine’s~~certain ~~novel~~milestones ~~drug~~in ~~delivery technologies. TheraKine is~~ the ~~developer~~commercialization ~~of a revolutionary, sustained-release drug delivery platform that could soon make local delivery of biologic agents and small molecules safer, more effective and more convenient than ever before~~process. ~~Under~~The ~~the~~Company ~~terms~~wrote ofoff the ~~joint~~investment ~~venture~~in ~~agreement,~~full ~~the~~due ~~Company has committed~~ to ~~fund $55,000 of~~ the ~~cash~~uncertainty ~~flow~~about ~~requirements~~whether of the ~~Joint~~carrying ~~Venture~~amount byis ~~making weekly payments of $6,875~~recoverable. During the year ended March 31, ~~2014~~2015, the Company ~~made~~paid ~~payments~~and ofexpensed $5560,000 ~~toward~~with ~~our joint venture~~N3D.

InOn ~~January~~February ~~2014~~1, 2013, the Company ~~began~~entered ~~funding~~into a ~~second~~joint ~~phase~~venture ofagreement ~~its~~with ~~joint~~TheraKine ~~venture~~Ltd. ~~with~~(“TheraKine”) in order to explore potential business opportunities to exploit TheraKine’s drug delivery technologies. ~~During~~TheraKine is the ~~year~~developer ~~ended~~of ~~March~~a 31revolutionary, ~~2014,~~sustained-release ~~the~~drug ~~Company~~delivery ~~expensed~~platform ~~$30,000~~that ~~related~~could tosoon ~~this~~make ~~second~~local ~~phase~~delivery of biologic agents and small molecules safer, ~~which~~more ~~was~~effective, ~~paid~~and ~~during~~more convenient than ever before. During the year. Anended ~~additional~~March ~~$20~~31,~~000~~ ~~was~~2015, the Company paid and expensed ~~subsequent~~$20,000 topursuant ~~year end related~~ to this ~~agreement.~~joint venture.

Note 2. Going Concern

~~The~~For ~~accompanying~~the ~~consolidated~~fiscal ~~financial~~year ~~statements~~ended ~~have~~March ~~been~~31, ~~prepared~~2015, ~~assuming that~~ the Company ~~will~~had ~~continue~~a asnet aloss ~~going~~of ~~concern~~$990,233 ~~which~~and ~~contemplates~~negative ~~continuity~~cash offlow from operations, ~~realization~~ of ~~assets~~$371,810. ~~and~~As ~~liquidation~~ of ~~liabilities~~March in31, 2015, the ~~normal~~Company ~~course~~has negative working capital of ~~business~~$446,218.

~~The~~These ~~Company~~factors ~~incurred~~raise a ~~net~~substantial ~~loss~~doubt ofabout ~~$1,097,141 during year ended March 31, 2014 and had net cash used in operating activities of $541,393 for~~ the ~~same period. In view of these matters, the~~ Company’s ability to continue as a going concern. isThe ~~dependent~~accompanying ~~upon~~financial ~~the~~statements ~~Company’s~~do ~~ability~~not toinclude ~~achieve~~any aadjustments ~~level of profitability or~~ to ~~obtain~~reflect ~~adequate financing through~~ the ~~issuance~~possible offuture ~~debt~~effects oron ~~equity~~the inrecoverability ~~order to finance its operations. The Company intends to finance its future development activities~~ and ~~its~~classification ~~working capital needs largely from the issuance~~ of ~~debt~~assets or ~~convertible~~the ~~debt~~amounts ~~until~~and ~~such~~classifications ~~time~~of liabilities that ~~funds~~may ~~provided~~result byfrom ~~operations~~the ~~are~~possible ~~sufficient~~inability toof ~~fund working capital requirements. These factors raise substantial doubt about~~ the Company’s ~~ability~~ to continue as a going concern.

- 1917 -

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

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

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

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

Note 3. Significant Accounting Policies

The significant accounting policies that the Company follows are:

Basis of Presentation

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Principles of Consolidation

The consolidated financial statements include the accounts and operations of Rainbow Coral Corp., and its wholly owned subsidiaries, Rainbow Biosciences, LLC and Father Fish Aquarium, Inc. (collectively referred to as the “Company”). All material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

~~All~~For ~~cash is maintained with a major financial institution in~~ the ~~United~~purpose ~~States.~~of ~~Deposits with this bank may exceed~~ the ~~amount~~financial ofstatements, ~~insurance~~cash ~~provided~~equivalents oninclude ~~such~~all ~~deposits.~~highly ~~Temporary~~liquid ~~cash~~ investments with ~~an original~~ maturity of three months or less ~~are considered cash equivalents~~. Cash and cash equivalents were $655,~~373~~180 and $8465,~~592~~373 at March 31, ~~2014~~2015 and ~~2013~~March 31, 2014, respectively.

Inventory

~~The Company follows ASC 330,~~ Inventory. ~~Inventory~~consists ~~represents~~of aquarium products and other pet supply items valued at the lower of cost or net realizable value determined using the weighted average cost method, and with market defined as the lower of replacement cost or realizable value. The cost of inventory includes all costs to purchase, costs of conversion and other costs incurred in bringing the inventory to its present location and condition. Inventory is reduced for the estimated losses due to obsolescence. ~~During the year ended March 31, 2014, the Company recognized a loss for impairment of inventory in the amount of $14,500.~~

- 18 -

Fixed Assets

~~Fixed~~Our fixed assets consist of ~~the Company include~~ vehicles and computer equipment, ~~and~~which are stated at cost. InExpenditures ~~accordance with ASC Topic 360, Property, Plant and Equipment, expenditures~~ for fixed assets that substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred.

Depreciation is provided principally on the straight-line method over the estimated useful lives of three to five years for financial reporting purposes.

Impairment of long-lived assets

Long-lived assets, including fixed assets and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If it is determined that an impairment loss has occurred, the loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value. The Company determined that there was no impairment of long-lived assets during the year ended March 31, 2015.

- 20 -

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and intangible assets of businesses acquired. We evaluate goodwill for impairment in accordance with ASC 350, Goodwill and Other. The Company recorded a goodwill impairment charge of $27,868 during the year ended March 31, 2014.

Revenue and cost recognition

InThe ~~accordance with ASC 605, Revenue Recognition, the~~ Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue is generated from the sales of live coral and other related products in a retail setting. Revenue is recognized net of sales returns and allowances.

Costs of goods sold represents product costs associated with generating revenue. It includes all costs of purchase, costs of conversion and other costs of acquiring products ~~which~~that have been sold.

Share-based Compensation Expense

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the years ended March 31, 2014 and 2013 was $0 and $542,000, respectively.

Advertising Costs

The Company’s policy regarding advertising is to expense advertising costs as incurred. The Company incurred $233,~~239~~832 and $7323,~~749~~239 of advertising costs for the ~~fiscal~~ years ended March 31, ~~2014~~2015 and ~~2013~~2014, respectively.

Income Taxes

~~Income~~The ~~taxes~~Company ~~are~~accounts ~~provided~~ for ~~the~~income ~~tax~~taxes ~~effects~~under ofASC ~~transactions~~740 ~~reported~~Income inTaxes. Under the ~~financial~~asset ~~statements~~ and ~~consist~~liability method of ~~taxes~~ASC ~~currently~~740, ~~due~~deferred ~~plus~~tax ~~deferred~~assets ~~taxes~~and ~~resulting~~liabilities ~~from~~are ~~temporary~~recognized ~~differences.~~for ~~Such~~the ~~temporary~~future ~~differences~~tax ~~result~~consequences ~~from~~attributable to differences inbetween the financial statements carrying ~~value~~amounts of existing assets and liabilities ~~for tax~~ and ~~financial~~their ~~reporting~~respective ~~purposes~~tax bases. ~~The~~Deferred ~~deferred~~ tax assets and liabilities ~~represent~~are ~~the~~measured ~~future~~using enacted tax ~~consequences~~rates ofexpected to apply to taxable income in the years in which those temporary differences, ~~which~~are ~~will~~expected ~~either~~to be ~~taxable~~recovered or ~~deductible~~settled. ~~when~~The ~~the~~effect on deferred tax assets and liabilities ~~are~~of ~~recovered~~a orchange ~~settled.~~in ~~Valuation~~tax ~~allowances~~rates ~~are~~is ~~established~~recognized ~~when~~in ~~necessary~~income toin ~~reduce~~the period the enactment occurs. A valuation allowance is provided deferred tax assets toif it is more likely than not that the ~~amount~~Company ~~expected~~will tonot berealize ~~realized~~tax assets through future operations. No deferred tax assets or liabilities were recognized as of March 31, 2015 or March 31, 2014.

~~The~~Earnings ~~Company adopted the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes”~~ (~~ASC 740-10~~Loss). ~~The~~per ~~Company~~Common has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there is no unrecognized benefit since the date of adoption. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.Share

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

~~The~~In ~~Company~~periods ~~computes~~in ~~basic~~which ~~and~~a ~~diluted~~net ~~earnings~~loss ~~per~~has ~~common~~been ~~share amounts in accordance with ASC Topic 260~~incurred, ~~Earnings~~all ~~per~~potentially ~~Share.~~dilutive ~~Basic~~common ~~earnings~~shares ~~per~~are ~~share~~considered isanti-dilutive ~~computed~~and bythus ~~dividing~~are ~~net~~excluded ~~income~~from ~~(loss)~~the ~~available~~calculation. toThe ~~common~~Company’s ~~shareholders~~convertible bydebt ~~the~~is ~~weighted~~considered ~~average~~anti-dilutive ~~number~~due ofto ~~common shares outstanding during~~ the ~~reporting~~Company’s ~~period.~~net ~~Diluted~~loss ~~earnings~~for ~~per share reflects~~ the ~~potential~~years ~~dilution~~ended ~~that~~March ~~could~~31, ~~occur~~2015 ~~if stock options~~ and ~~other~~2014. ~~commitments~~As toa ~~issue~~result, ~~common~~the ~~stock~~Company ~~were~~did ~~exercised~~not orhave ~~equity~~any ~~awards~~potentially ~~vest~~dilutive ~~resulting in the issuance of~~ common ~~stock~~shares ~~that~~for ~~could~~those ~~share in the earnings of the Company~~periods. For the ~~years~~year ended March 31, ~~2014~~2015 and ~~2013~~2014, ~~the~~potentially ~~effect~~issuable ofshares ~~common~~as ~~stock~~a ~~equivalents~~result ~~has~~of ~~been~~conversions ~~excluded from the calculation~~ of ~~diluted~~convertible ~~earnings~~notes ~~per~~payable ~~share~~have asbeen ~~their~~excluded ~~effect~~from ~~would~~the ~~be anti-dilutive~~calculation. At March 31, ~~2014 and 2013~~2015, ~~respectively,~~ the Company had 627,~~000~~458,~~704~~608 ~~and 5,219,669~~ potentially issuable shares upon the conversion of convertible notes payable and interest.

- 2119 -

Financial Instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurements and Disclosures (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:


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

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

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

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~December~~March 31, ~~2013~~2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value.

~~Commitments~~Subsequent ~~and Contingencies~~events

The Company ~~follows~~evaluated ~~ASC~~material ~~450-20,~~events ~~Loss~~occurring ~~Contingencies,~~between tothe ~~report~~end ~~accounting~~of ~~for~~our ~~contingencies.~~fiscal ~~Liabilities~~year, ~~for~~March ~~loss contingencies arising from claims~~31, ~~assessments~~2015, ~~litigation, fines~~ and ~~penalties~~through ~~and~~the ~~other~~date ~~sources are recorded~~ when ~~it is probable that a liability has been incurred and~~ the ~~amount~~consolidated offinancial ~~the~~statements ~~assessment can be reasonably estimated. There~~ were noavailable ~~known~~to ~~commitments~~be orissued ~~contingencies~~for asdisclosure ~~of March 31, 2014 and March 31, 2013~~consideration.

Recently Issued Accounting Pronouncements

Recently issued ~~or adopted~~ accounting pronouncements are not expected to, or did not have, a material impact on our financial position, results of operations or cash flows.

Note 4. ~~Inventory~~Advances

~~Inventory~~During ~~consists~~the ofyear ~~finished~~ended ~~goods~~March ~~and~~31, is2015, ~~comprised~~Vista ofView ~~aquarium~~Ventures, ~~supplies~~Inc. ~~The~~ advanced $276,822 to the Company ~~impaired~~for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $14426,~~500~~275 of ~~inventory~~the ~~during~~advances into convertible notes payable with Vista View Ventures, Inc. As of March 31, 2015 and March 31, 2014, advances in the amount of $0 and $149,453, respectively, are included in current liabilities on the consolidated balance sheets.

~~Note~~- 5.20 ~~Advances~~-

~~During~~Note ~~the year ended March 31, 2014, the Company received advances from Vista View Ventures Inc~~5. inConvertible ~~the~~Notes amount of $432,683 for working capital. These advances are non-interest bearing and payable on demand. During the same period, the Company refinanced $416,685 of the advances into convertible notes payable with Vista View. As of March 31, 2014 and March 31, 2013, advances in the amount of $149,453 and $133,455, respectively, are included in current liabilities on the consolidated balance sheet. Payable

-Convertible 22notes -payable consist of the following as of March 31, 2015 and March 31, 2014:

Note 6. Convertible Notes Payable


	March 31, 2015			March 31, 2014
Convertible note payable, dated June 30, 2013, bearing interest at 10% per annum, matures on June 30, 2015 and convertible into shares of common stock at $0.04 per share	$	—		$	4,742
Convertible note payable, dated September 30, 2013, bearing interest at 10% per annum, matures on September 30, 2015 and convertible into shares of common stock at $0.04 per share		—			224,085
Convertible note payable, dated June 30, 2014, bearing interest at 10% per annum, matures on June 30, 2016 and convertible into shares of common stock at $0.02 per share		62,980			—
Convertible note payable, dated September 30, 2014, bearing interest at 10% per annum, matures on September 30, 2016 and convertible into shares of common stock at $0.01 per share		80,133			—
Convertible note payable, dated December 31, 2014, bearing interest at 10% per annum, matures on December 31, 2016 and convertible into shares of common stock at $0.01 per share		94,074			—
Convertible note payable, dated December 31, 2014, bearing interest at 10% per annum, matures on December 31, 2016 and convertible into shares of common stock at $0.02 per share		125,059			—
Convertible note payable, dated March 31, 2015, bearing interest at 10% per annum, matures on March 31, 2017 and convertible into shares of common stock at $0.007 per share		39,635			—
Total convertible notes payable	$	401,881		$	228,827

Less: discount on convertible notes payable		(237,643	)		(215,716	)
Convertible notes payable, net of discount	$	164,238		$	13,111

Convertible notes ~~payable consist of the following as of March 31, 2014 and March 31, 2013:~~issued

	March 31, 2014			March 31, 2013
Convertible note payable in the original principal amount of $192,600 due June 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share	$	4,742		$	—
Convertible note payable in the original principal amount of $224,085 due Sepember 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share		224,085			—
Convertible note payable in the original principal amount of $94,515, effective March 31, 2012 due March 31, 2014, bearing interest at 10% per year, convertible into common stock at a rate of $0.05 per share		—			4,515
Convertible note payable in the original principal amount of $117,775, effective June 30, 2012 due June 30, 2014, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share		—			73,275
Convertible note payable in the original principal amount of $101,333, effective January 1, 2013 due January 1, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.05 per share		—			101,333
Convertible note payable in the original principal amount of $43,575, effective March 31, 2013 due March 31, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.05 per share		—			43,575
Total convertible notes payable		228,827			222,698
Less: current portion of convertible notes payable		—			(4,515	)
Less: discount on noncurrent convertible notes payable		(215,716	)		(193,607	)
Long-term convertible notes payable, net of discount	$	13,111		$	24,576

During the year ended March 31, 2015, the Company entered into convertible promissory notes with Vista View Ventures, Inc., which refinanced non-interest bearing advances. The convertible notes have the following terms:

All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company.


Date Issued	Maturity Date	Interest Rate		Conversion Rate		Amount of Note
April 1, 2014	March 31, 2016	10	%	$	0.03	$	149,453
June 30, 2014	June 30, 2016	10	%	$	0.02		62,980
September 30, 2014	September 30, 2016	10	%	$	0.01		80,133
December 31, 2014	December 31, 2016	10	%	$	0.01		94,074
December 31, 2014	December 31, 2016	10	%	$	0.02		125,059
March 31, 2015	March 31, 2017	10	%	$	0.007		39,635
Total						$	551,334

During the year ended March 31, 2014, the Company entered into convertible promissory notes with Vista View Ventures, Inc. which refinanced non-interest bearing advances. The convertible notes have the following terms:

Note Date	Maturity Date	Interest Rate	Conversion Rate	Loan Amount
June 30, 2013	June 30, 2015	10%	$0.04 per share	$ 192,600
September 30, 2013	September 30, 2015	10%	$0.04 per share	$ 224,085

All principal along with accrued interest is payable on the maturity date.

The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 – 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features did not meet the definition of a liability and therefore did not bifurcate the conversion feature and account for it as a separate derivative liability. The Company evaluated the conversion features for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the notes and was deemed ~~to be~~ less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a discount for the beneficial conversion feature in the amount of $~~416~~399,~~685~~935, in aggregate, on the date the notes were signed. The beneficial conversion feature was recorded as an increase in additional paid-in capital and a discount to the convertible notes payable. The discount to the convertible notes payable will be amortized to interest expense over the life of the ~~note~~notes.

~~During~~- ~~the~~21 year ended March 31, 2014, the holders of the convertible note payable dated March 31, 2012 elected to convert principal of $4,515 and accrued interest in the amount of $6,934 into 228,983 shares of common stock of the Company. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion at $0.05 per share. -

-Conversions 23to -common stock

During the year ended March 31, ~~2014~~2015, the ~~holders~~holder of the convertible note payable dated June 30, ~~2012~~2013 elected to convert principal ~~of $73,275~~ and accrued interest ofin ~~$8,702~~the amounts shown below into shares of common stock at a rate of ~~the~~$0.04 ~~Company~~per share. On the conversion date, the unamortized discount related to the principal amount ~~converted~~ was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement ~~which provided for conversion at $0~~.~~04 per share.~~

During the year ended March 31, 2014, the holders of the convertible note payable dated January 1, 2013 elected to convert principal of $101,333 and accrued interest in the amount of $5,354 into shares of common stock of the Company. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion at $0.05 per share.


Date	Amount Converted		Shares of Common Stock Issued
August 20, 2014	$	4,954	1,239
Total	$	4,954	1,239

During the year ended March 31, ~~2014~~2015, the ~~holders~~holder of the convertible note payable dated ~~March~~September 3130, 2013 elected to convert principal ~~of $43,575~~ and accrued interest in the ~~amount~~amounts ofshown ~~$2,421~~below into shares of common stock at a rate of ~~the~~$0.04 ~~Company~~per share. On the conversion date, the unamortized discount related to the principal amount ~~converted~~ was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement ~~which provided for conversion at $0~~.~~05 per share.~~

During the year ended March 31, 2014, the holders of the convertible note payable dated June 30, 2013 elected to convert principal of $187,858 and accrued interest in the amount of $12,142 into shares of common stock of the Company. On the conversion date, the unamortized discount related to the principal amount converted was immediately amortized to interest expense. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement which provided for conversion at $0.05 per share.


Date	Amount Converted		Shares of Common Stock Issued
April 21, 2014	$	80,000	20,000
May 14, 2014		40,000	10,000
May 23, 2014		40,000	10,000
June 14, 2014		40,000	10,000
June 18, 2014		38,368	9,592
Total	$	238,368	59,592

During the ~~years~~year ended March 31, 2015, the holder of the Convertible Note Payable dated April 1, 2014 elected to convert principal and ~~2013,~~accrued interest in the ~~Company~~amounts ~~received~~shown ~~non-interest~~below ~~bearing~~into ~~advances~~shares of ~~$432,683~~common ~~and~~stock ~~$396,138,~~at ~~respectively,~~a ~~from~~rate ~~Vista~~of ~~View~~$0.03 ~~Ventures~~per ~~Inc~~share. ~~The~~ ~~funds~~On ~~were~~the ~~advanced~~conversion date, the unamortized discount related to the ~~Company~~principal ~~through~~amount anwas ~~intermediary~~immediately ~~agent~~amortized ~~which~~to ~~also~~interest ~~provides~~expense. ~~certain~~No ~~legal,~~gain ~~accounting~~or ~~and~~loss ~~support~~was ~~services~~recognized toon the ~~Company~~conversions as they occurred within the terms of the agreement.

Note 7. Long-term note payable


Date	Amount Converted		Shares of Common Stock Issued
October 8, 2014	$	42,000	14,000
October 9, 2014		42,000	14,000
October 22, 2014		42,000	14,000
January 15, 2015		32,260	10,754
Total	$	158,260	52,754

OnIn ~~December~~connection 30with the 1 for 100 reverse common stock split on May 29, ~~2013~~2015, the ~~Company~~conversion ~~entered~~rates ~~into~~of athe ~~promissory~~outstanding ~~note~~convertible ~~for~~notes ~~$50,000~~payable ~~with~~were not modified. As a ~~third~~result, ~~party~~in ~~bearing~~the ~~interest~~event atall 5%potentially ~~per~~issuable ~~annum. Under~~shares were converted, the ~~terms~~holders of the ~~note~~existing ~~payable~~notes at March 31, 2015 would be issued 27,458,608 shares of common stock representing approximately 99% of the Company’s ~~will~~total ~~begin~~shares ~~making~~outstanding ~~monthly~~on ~~payments~~an onif-converted basis. The holders of the ~~note~~notes ~~payable~~are onlimited ~~January~~to 1,holding ~~2015~~no ~~over~~greater athan ~~period~~4.99% of 4the ~~years~~common stock at any time.

Note 6. Long Term Notes Payable

On December 30, 2013, the Company entered into a promissory note for $50,000 with a third party bearing interest at 5% per annum. Under the terms of the note payable, the Company is required to pay the note payable beginning on January 1, 2015 and over a period of 4 years. At March 31, 2015 and March 31, 2014, the Company owed the noteholder $48,150 and $50,000, respectively.

During the year ended March 31, 2015, the Company entered into a promissory note for $5,000 with a third party bearing interest at 5% per annum. Under the terms of the note payable, the Company is required to repay the note in twenty-six equal monthly installments beginning in October 2014. At March 31, 2015, the Company owed the noteholder $2,936.

- 22 -

Note 7. Debt Payment Obligations

The principal due on our convertible notes payable and convertible notes payable is as follows:


For the periods ending March 31,
2016	$	13,734
2017		415,640
2018		13,229
2019		10,364
2020		—
Total payments	$	452,967

Note 8. Related Party Transactions

During the years ended March 31, 2015 and 2014, Mr. Foxwell, the president of Father Fish, advanced $33,709 and $38,442, respectively, to our subsidiary, Father Fish for working capital. As of March 31, ~~2014~~2015 and ~~2013~~March 31, 2014, related party advances payable ~~were~~to Mr. Foxwell totaled $~~131~~165,~~505~~214 and $94131,~~881~~505, respectively. The advances ~~are~~bear ~~payable~~no tointerest ~~the~~and ~~President~~are ofdue ~~the~~on ~~Company’s~~demand. No ~~Father~~repayments ~~Fish~~of ~~subsidiary~~advances ~~and~~have ~~were~~been ~~used~~made ~~for~~in ~~working~~2014 ~~capital~~and 2013.

Note 9. ~~Income~~Stockholders’ ~~Taxes~~Equity

~~There~~On isMay no29, ~~current~~2015, orthe ~~deferred~~Company ~~income~~reincorporated ~~tax~~from ~~expense~~Florida orto ~~benefit~~Nevada. The Company’s board of directors and majority shareholder consented to the reincorporation. Each of our shareholders on the record date received one share of the Nevada Company’s common stock for each 100 shares of common stock they own in the Florida company. The information contained herein gives retroactive effect to the stock split for all periods ~~ended~~presented. Fractional ~~March~~shares 31were rounded up to the next whole share, ~~2014~~and oreach ~~2013~~shareholder received at least five shares. Following the reincorporation, the Company is authorized to issue 500 million shares of common stock and 20 million shares of preferred stock, each with a par value of $0.001 per share.

~~The~~At ~~provision~~March ~~for~~31, ~~income~~2015, ~~taxes~~the isCompany ~~different~~had 27,458,608 potentially issuable common shares with exercise prices ranging from ~~that~~$0.007 ~~which~~per ~~would~~share beto ~~obtained~~$0.02 byper ~~applying~~share. The exercise prices of the ~~statutory~~convertible ~~federal~~debt ~~income~~were ~~tax~~not ~~rate~~modified toas ~~income~~a ~~before~~result ~~income~~of ~~taxes.~~the ~~The~~reincorporation ~~items~~and ~~causing~~the ~~this~~stock ~~difference~~split. See atNote 5. At March 31, ~~2014~~2015, ~~and~~the ~~2013~~average ~~are~~exercise asprice ~~follows~~of all convertible debt is $0.01 per share.

	2014			2013
Tax benefit at U.S. statutory rate	$	370,000		$	195,000
Amortization of discount on convertible notes payable		(160,000	)		—
Valuation allowance		(210,000	)		(195,000	)
	$	—		$	—

During year ended March 31, 2015, the holders of our convertible notes elected to convert principal and interest of $401,582 into 113,585 shares of common stock.

~~For~~Note the year ended March 31, 2014, the Company’s only material temporary difference was the amortization of the discount on convertible notes payable as a result of recognizing a beneficial conversion feature10. ~~The Company did not have any material temporary differences for the year ended March 31, 2013.~~Commitments

The ~~tax~~Company ~~returns~~has ~~for~~an ~~fiscal~~arrangement ~~years~~with ~~2011~~a ~~through~~third ~~2014~~party ~~are~~whereby ~~still~~the ~~open~~third ~~for~~party ~~review~~provides bythe Company with office space, legal services, accounting services, fundraising and management services. During the ~~Internal~~year ~~Revenue~~ended ~~Service~~March 31, 2015, the Company incurred $200,383 of fees related to the third party. At March 31, 2015, The Company owed the third party $172,246, which is recorded in accounts payable and accrued expenses.

- 24 -

The Company has not recognized an income tax benefit for the period based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the current period presented is offset by a valuation allowance (100%) established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

Note 10. Stockholders’ Equity

On March 5, 2012, the Company approved a 2012 Stock Plan for Directors, Officers and Consultants (“Plan”) for the issuance of up to 6,000,000 shares of common stock or equivalent value, as determined. The Plan provides eligible employees and consultants the opportunity to participate in the enhancement of shareholder value by the grants of warrants, options, restricted common or convertible preferred stock if, as and when preferred stock is authorized by the Company and its shareholders, unrestricted common or convertible preferred stock and other awards under this Plan and to have their bonuses and/or consulting fees payable in warrants, restricted common or convertible preferred stock, unrestricted common or convertible preferred stock and other awards, or any combination thereof.

Common stock issued for Services

During the year ending March 31, 2014, the Company recorded no stock-based compensation expense. During the year ending March 31, 2013, the Company recorded stock-based compensation of $542,000, in connection with the issuance of 80,000 shares for services.

Conversion of Convertible Notes Payable

During the year ended March 31, 2014, the Company issued 10,332,072 shares of common stock in exchange for the conversion of $446,109 of convertible debt and interest. No gain or loss was recognized on the conversions as they occurred within the terms of the respective notes.

Note 11. Business Segments

The Company has two reportable operating segments: (1) aquarium and aquarium supplies and (2) medical technology. These reportable segments are financed and managed separately due to differences in their products. and overall business plan.

The only segment ~~which~~that generates revenue is aquarium and aquarium supplies. Management evaluates and monitors performance of this segment primarily through, among other measures, gross profit. The ~~nanotechnology~~medical technology segment is in the development stage and ~~has~~ not begun to generate revenue.

- 25 -

The results of operations and financial position of the two reportable operating segments and corporate were as follows:

- 23 -

Results of Operations:

	Years ended March 31,
	Year ended March 31,
	2014			2013
	2015			2014
REVENUE
Aquarium and aquarium supplies	$	~~113~~128,~~009~~133		$	~~100~~113,~~186~~009
Medical technology		—			—
Corporate		—			—
	$	~~113~~128,~~009~~133		$	~~100~~113,~~186~~009
GROSS PROFIT (LOSS)
Aquarium and aquarium supplies	$	~~(219~~58,388	)	$	~~30,801~~(219	)
Medical technology		—			—
Corporate		—			—
	$	~~(219~~58,388	)	$	~~30,801~~(219	)
OPERATING EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSE
Aquarium and aquarium supplies	$	~~144~~103,~~788~~091		$	88144,~~550~~788
Medical technology		8580,000			—85,000
Corporate		~~440~~461,~~111~~296			~~937~~440,~~792~~111
	$	~~669~~644,~~899~~387		$	1669,~~026,342~~899

Corporate operating expense includes general and administrative costs not allocated to operating segments.

	March 31,
	March 31, 2015		March 31, 2014
	2014		2013
TOTAL ASSETS
Aquarium and aquarium supplies	$	246,~~756~~800	$	6324,~~548~~756
Medical technology		—		—
Corporate		524,~~989~~528		8352,~~710~~989
	$	7711,~~745~~328	$	~~147~~77,~~258~~745

Note 12. ~~Subsequent~~Income ~~Events~~Taxes

~~Convertible~~There ~~Notes~~is no current or deferred income tax expense or benefit for the period ended March 31, 2015.

InThe ~~April~~provision ~~and~~for ~~May,~~income ~~2014,~~taxes ~~the~~is ~~holders~~different offrom ~~the~~that ~~Convertible~~which ~~Promissory~~would ~~Note~~be ~~signed~~obtained ~~September~~by ~~30,~~applying ~~2013 elected to convert $160,000 in~~ the ~~aggregate~~statutory offederal ~~principal~~income ~~and~~tax ~~accrued~~rate ~~interest~~to ~~into~~income ~~five~~before ~~million~~income ~~shares of common stock at a rate of $0~~taxes.04 ~~per~~The ~~share.~~items Nocausing ~~gain~~this ordifference ~~loss~~for ~~was recognized on~~ the ~~conversions~~periods asended ~~they~~March ~~occurred~~31, ~~within~~2015 ~~the~~and ~~terms~~2014 ofare ~~the~~as ~~agreement~~follows. ~~One million of the shares have not yet been issued.~~

Subsequent to March 31, 2014, the Company has signed convertible promissory notes that refinance non-interest bearing advances into convertible notes payable. The convertible promissory notes bear interest at 10% per annum and are payable along with accrued interest. The convertible promissory notes and unpaid accrued interest are convertible into common stock at the option of the holder.


	2015			2014

Tax benefit at U.S. statutory rate	$	337,000		$	370,000
Amortization of discount on convertible notes payable		(136,000	)		(160,000	)
Changes in valuation allowance		(201,000	)		(210,000	)
	$	—		$	—

Date Issued	Maturity Date	Interest Rate		Conversion Rate		Amount of Note		Beneficial Conversion Feature
April 1, 2014	March 31, 2016	10	%	$	0.03	$	149,453		149,453
June 30, 2014	June 30, 2016	10	%	$	0.02		62,980		62,980

Note 13. Subsequent Events

-On 26May -29, 2015, the Company reincorporated from Florida to Nevada. See Note 1.

~~The~~On ~~Company~~June ~~evaluated~~1, 2015, the ~~terms~~holder of the ~~new~~convertible ~~notes~~promissory innote ~~accordance~~issued ~~with~~on ~~ASC~~December ~~Topic No. 815 - 40~~31, ~~Derivatives~~2014 ~~and Hedging - Contracts~~ in ~~Entity’s Own Stock and determined that~~ the ~~underlying~~amount ~~common~~of ~~stock~~$125,059 iselected ~~indexed~~ to ~~the~~convert ~~Company’s~~principal ~~common stock. The Company determined that the conversion features did not meet the definition of a liability~~ and ~~therefore~~accrued ~~did~~interest not bifurcate the conversion features and account for them as separate derivative liabilities. The Company then evaluated the conversion features for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of ~~the~~$130,267 ~~notes~~into ~~and~~6,513,344 ~~was~~shares ~~deemed to be less than the market value~~ of ~~underlying~~ common stock ~~at the inception~~ of the ~~notes. Therefore, the~~ Company ~~recognized beneficial conversion discounts as shown in the table above~~. The beneficial conversion discounts were recorded as an increase in additional paid-in capital and a discount to the convertible notes payable. Discounts to the convertible notes payable are amortized to interest expense over the life of the notes.

~~Nano3D~~On ~~Biosciences~~June 6, ~~Inc~~2015, the holder of the convertible promissory note issued on June 30, 2014 in the amount of $62,980 elected to convert principal and accrued interest of $13,600 into 680,000 shares of common stock of the Company.

On- ~~April~~24 2, 2014, the Company entered into a common stock purchase agreement whereby the Company has agreed to acquire 132 shares of common stock of Nano3D Biosciences, Inc. for $64,938, at a purchase price of $413.62 per share. This agreement may be cancelled by the Company with prior written notice to Nano3D Biosciences, Inc. During April and May 2014, the Company paid Nano3D Biosciences, Inc. $20,000 for shares of its common stock pursuant to this agreement.-

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Changes in Accountants

None.

Disagreements with Accountants

There were no disagreements with accountants on accounting and financial ~~disclosure~~disclosures for the years ended March 31, ~~2014~~2015 and ~~2013~~2014.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Systems of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

- 27 -

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the ~~Company~~company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the ~~Company~~company; · ~~The Company does not maintain an inventory system to properly record inventory transactions accurately and in a timely manner; ·~~ Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the ~~Company~~company; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the ~~Company~~company’s assets that could have a material effect on the financial statements.

- 25 -

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, ~~2014~~2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: lack of a functioning audit committee; lack of a majority of independent members and a lack of a majority of outside directors on our board of directors; inadequate segregation of duties consistent with control objectives; and, management is dominated by a single individual.. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, ~~2014~~2015

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

ITEM 9B. OTHER INFORMATION

None.

- 28 -

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our sole officer and director will serve until a successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, address, age and position of our president, secretary/treasurer, and director and vice president is set forth below:

Name	Age	Position
Kimberly Palmer 495 Grand Boulevard, Suite 206 Miramar Beach, Florida 32550	46	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director.
Kimberly Palmer 871 Coronado Center Dr, Suite 200 Henderson, Nevada 89052	47	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director.

~~Louis~~Ms. ~~Foxwell~~Palmer was ~~the~~appointed ~~sole~~as ~~officer~~CEO and ~~director~~a atmember of the ~~inception~~board of ~~the~~directors ~~Company~~on ~~until~~December ~~October 14~~1, ~~2011~~2013.

On October 14, 2011, our Board of Directors appointed Patrick Brown to serve as CEO, President and a member of the Board of Directors. Additionally, on the same date Mr. Louis Foxwell resigned as our CEO, President and Director. He remains as the President of our Father Fish subsidiary and continue to manage that Segment of our business. Mr. Foxwell’s resignation was not the result of a disagreement with the Company.

On December 1, 2013, our Board of Directors appointed Kimberly Palmer to serve as CEO, President and a member of the Board of Directors. Additionally, on the same date Mr. Patrick Brown resigned as our CEO, President and Director. Mr. Brown’s resignation was not the result of a disagreement with the company.

Biographies

Ms. Palmer is a registered nurse with extensive healthcare experience. She is tasked with implementing the Company’s business strategy in the field of regenerative medicine. From 1997 until the present, she has served as a registered nurse at Vancouver General Hospital in the post anesthetic recovery room and the solid organ transplant/cardiac surgery telemetry unit. In addition, from 2008 to the present, Ms. Palmer has served as a business consultant to private surgeons, providing administrative and clinical support for a variety of medical practices. Ms. Palmer holds a Bachelor of Science, Nursing degree from the University of British Columbia. She is a registered nurse in British Columbia.

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Family Relationships

There are no family relationships among our directors, executive officers, or persons nominated to become executive officers or directors.

Involvement in Certain Legal Proceedings

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

Arrangements

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

Committees of the Board of Directors

Our sole director has not established any committees, including an Audit Committee, a Compensation Committee, or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by our sole director. Because we do not have any independent directors, our sole director believes that the establishment of committees of the Board would not provide any benefits to our company and could be considered more form than substance.

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We do not have a policy regarding the consideration of any director candidates that may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our sole director established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our sole director has not considered or adopted any of these policies, as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future.

While there have been no nominations of additional directors proposed, in the event such a proposal is made, all current members of our Board will participate in the consideration of director nominees.

Our sole director is not an “audit committee financial expert” within the meaning of Item 401(e) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:


·	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, and

·	understands audit committee functions

Our Board of Directors is comprised of solely of Ms. Palmer who is involved in our day-to-day operations. We would prefer to have an audit committee financial expert on our board of directors. As with most small, early stage companies until such time our company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand our Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

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

Code of Business Conduct and Ethics

We have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely, and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions of the code of ethic.

ITEM 11. EXECUTIVE COMPENSATION

Ms. Palmer is paid $60,000 per year for her services to the company. She does not have a written employment agreement with the company. ~~She receives no other compensation other than the salary described above.~~

~~Subsequent~~The totable ~~the~~below ~~acquisition~~summarizes ofall ~~Father~~compensation ~~Fish~~awards to, ~~Mr.~~earned ~~Foxwell~~by, isor ~~being~~paid ~~compensated~~to atour anamed ~~rate~~executive ofofficer $2for all service rendered in all capacities to us for the fiscal years ended March 31,~~500~~ ~~per~~2015 ~~month~~and 2014.

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The table below summarizes all compensation awards to, earned by, or paid to our named executive officer for all service rendered in all capacities to us for the fiscal years ended March 31, 2014 and 2013.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Kimberly Palmer, CEO	2014	$17,500	—	—	—	—	—	—	$17,500
Kimberly Palmer	2015	$60,000	$2,000	—	—	—	—	—	$62,000
CEO and Director	2014	$17,500	—	—	—	—	—	—	$17,500
Patrick Brown,	2014	$64,000	—	—	—	—	—	—	$64,000
former CEO	2013	$66,000	—	—	—	—	—	—	$66,000
Lou Foxwell, former	~~2014~~2015	$2830,~~750~~000	—	—	—	—	—	—	$2830,~~750~~000
CEO and current	~~2013~~2014	$2528,~~000~~750	—	—	—	—	—	—	$2528,~~000~~750
president of Father Fish	2013	$25,000	—	—	—	—	—	—	$25,000

~~There~~OUTSTANDING ~~are~~EQUITY noAWARDS ~~other~~AT ~~stock~~MARCH ~~option plans~~31, ~~retirement, pension, or profit sharing plans for the benefit of our officers other than as described herein.~~2015

OUTSTANDING EQUITY AWARDS AT MARCH, 31, 2014

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

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

Option Exercise Price ($)

Option Expiration Date

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

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

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

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

Kimberly Palmer

—

Lou Foxwell

—

On March 1, 2012, the Company approved its 2012 Stock Plan for Directors, Officers and Consultants (“2012 Stock Plan”). The 2012 Stock Plan authorized the issuance of 6,000,000 shares of the Company’s common stock for directors, officers, and employees (including consultants meeting the definition of “employee” under Rule 405 promulgated under the Securities Act). Pursuant to the 2012 Stock Plan, the Company registered 6,000,000 shares of its stock with the SEC on Form S-8 on28 ~~March 5, 2012.~~-

The Company has not granted any awards or options to our principal executive officers or directors pursuant to the 2012 Stock Plan.

Employment Agreements & Retirement Benefits

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

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Director Compensation

Directors receive no compensation for serving on the Board. We have no non-employee directors.

Our Board of Directors is comprised of Kimberly Palmer. Ms. Palmer also serves as the CEO of the Company. None of our directors has or had a compensation arrangement with the Company for director services, nor have any of them been compensated for director services since the Company’s inception.

We reimburse our directors for all reasonable ordinary and necessary business related expenses, but we did not pay director’s fees or other cash compensation for services rendered as a director in the year ended March 31, ~~2014~~2015 to any of the individuals serving on our Board during that period. We have no standard arrangement pursuant to which our directors are compensated for their services in their capacity as directors. We may pay fees for services rendered as a director when and if additional directors are appointed to the Board of Directors.

Director Independence

We do not currently have any independent directors and we do not anticipate appointing additional directors in the foreseeable future. If we engage further directors and officers, however, we plan to develop a definition of independence.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We do not currently have a stock option plan in favor of any director, officer, consultant, or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to our sole director and officer since our inception; accordingly, no stock options have been granted or exercised by our sole director and officer since we were founded.

The following table sets forth certain information as of ~~April~~June 110, ~~2014~~2015, with respect to the beneficial ownership of our common stock by each beneficial owner of more than 5% of the outstanding shares of common stock of the Company, each director, each executive officer named in the “Summary Compensation Table” and all executive officers and directors of the Company as a group, and sets forth the number of shares of common stock owned by each such person and group. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.

Name of Beneficial Owner	~~Relationship~~Number toof ~~Registrant~~Shares Beneficially Owned	~~Number~~Percentage of Outstanding Common ~~Shares~~Stock ~~Beneficially~~ Owned		~~Percentage of Outstanding Common Stock Owned~~
Glendive Investments	Shareholder	7,408,598		33.1	%
Essen Enterprises, Inc.	65,133	86.4	%
Al. Jerozolimskie 56C
San Francisco, 65 East Street, House No. 35
Warsaw, 00-803
Panama City, Panama
Poland
Kimberly Palmer, CEO & Director	—	0.0	%
Kimberly Palmer	Sole director and CEO	—		0.0	%
All directors and executive officers as a group (1) person.	—	0.0	%
All directors and executive officers as a group (1) person.		—		0.0	%

None.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table summarize the fees billed to the Company by its independent accountants, GBH CPAs, PC, for the years ended March 31, ~~2014~~2015 and ~~2013~~2014:

	2014		2013
Audit Fees	$	25,979	$	6,350
Audit Related Fees (1)	$	—	$	—
Tax Fees (2)	$	—	$	—
All Other Fees (3)	$	—	$	—
Total Fees	$	25,979		6,350

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	2015		2014
Audit Fees	$	25,423	$	25,979

Audit Related Fees (1)	$	—	$	—

Tax Fees (2)	$	—	$	—

All Other Fees (3)	$	—	$	—

Total Fees	$	25,423		25,979

Notes to the Accountants Fees Table:


(1)	Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.”

(2)	Consists of fees for professional services rendered by our principal accountants for tax related services.

(3)	Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees” above.

As part of its responsibility for oversight of the independent registered public accountants, the Board has established a pre-approval policy for engaging audit and permitted non-audit services provided by our independent registered public accountants. In accordance with this policy, each type of audit, audit-related, tax and other permitted service to be provided by the independent auditors is specifically described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Board. All of the services provided by ~~Peter Messineo, CPA; Messineo & Co. CPAs LLC; and~~ GBH CPAs, PC described above were approved by our Board.

The Company’s principal accountant did not engage any other persons or firms other than the principal accountant’s full-time, permanent employees.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

2.1	Stock Purchase Agreement, dated as of June 12, 2011, by and among Rainbow Coral Corporation and Father Fish Aquarium, Inc. (2)
3.1	Articles of Incorporation (1)
2.2	Membership Interest Purchase Agreement, dated as of June 13, 2011 by and among Father Fish Aquarium, Inc. and Father Fish Aquarium, LLC. (2)
3.2	Bylaws (1)
3.1(a)	Articles of Incorporation of Rainbow Coral Corp (1)
14	Code of Ethics (2)
3.1(b)	Articles of Amendment of Rainbow Coral Corp (2)
21	Subsidiaries of the Registrant (3)
3.1(c)	Articles of Amendment of Rainbow Coral Corp (3)
31.1	Rule 13a-14(a) Certification of Chief Executive Officer (3)
3.2(a)	Bylaws (1)
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer (3)
10.1	Note from Rainbow Coral Corp to Louis Foxwell (2)
101	XBRL Interactive Data (4)
21	Subsidiaries of the Registrant (4)
31.1	Rule 13a-14(a) Certification of Chief Executive Officer (4)
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and Chief Financial Officer (4)
101	XBRL Interactive Data (5),(6)

______________

(1)	Incorporated by reference to ~~the~~our ~~comparable~~Form ~~exhibit~~DEF 14A filed with ~~our~~the ~~Registration~~Securities ~~Statement~~and Exchange Commission on ~~Form~~March ~~S-1~~4, 2015.
(2)	Incorporated by reference to ~~the~~our ~~comparable~~Form ~~exhibit~~S-1 filed with ~~our~~the ~~Form~~Securities ~~8-K~~and ~~filed~~Exchange Commission on ~~June~~September 1323, ~~2011~~2010.
(3)	Filed onor ~~July~~furnished ~~17, 2012 as an exhibit to the Registrant’s Form 10-K for the year ended March 31, 2012~~herewith.
(4)	~~Filed~~To orbe ~~furnished~~submitted ~~herewith~~by amendment.
(5)	To be submitted by amendment.
(6)	In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Annual Report on Form 10-K shall be deemed “furnished” and not “filed.”

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Rainbow Coral Corp.
Date: July 31, 2014	BY: /s/ Kimberly Palmer
	Kimberly Palmer
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: July 31, 2014	BY: /s/ Kimberly Palmer
Date: July 14, 2015	BY: /s/ Kimberly Palmer
	Kimberly Palmer
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director.

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Filing Compare · Rainbow Coral Corp.